Author's Note

The penultimate chapter with at least one epilogue to follow. Hopefully it's a worthy climax after all the build up! Many thanks to everyone that's read this far!

Last Armageddon

No matter how much she wallowed in self-pity, Tree Hugger knew it wouldn't make a difference, and so she went into deep state of meditation, until she lost herself in a trance that would open up her chakras. Her mind, body, and spirit were purified. Her heart momentarily emptied. The next time the enemy tried to manipulate her will she would be ready for them. Nopony would make her their tool.

Not that it would likely matter soon now that their enemy had the Necronomicon, had prepared her would-be vessel in the form of Flurry Heart, had captured the symbol of resistance in Shining Armor, and would likely terminate her soon once she became a bore. She looked at the suckling foal and was tempted to somehow end her life. But wasn't she merely another victim in all this? Didn't she deserve a chance at life too? Besides, how could she possibly wrest her away?

From what she overheard when Twilight Sparkle communed with her followers, not only had the Flesh Factory fallen, but pockets of resistance had started to spring up across Equestria, as even small numbers of races believed extinct started to make appearances. Some of them converged around the ruins of Los Pegasus where survivors were suspected to make their home underground.

Twilight sat on her skull-and-bone throne, considering her options, as she turned to Shining who settled in his own throne next to her. “Shiny dear,” she cooed in a sickeningly sweet mockery of Cadance's voice. His wife was all he saw, heard, and focused on. “What should we do about the enemies of the Crystal Empire? Do you think your soldiers can protect poor widdle Flurry Heart?”

Glazed-over eyes and a dopey smile met her. “Of course, my love.” All he perceived was a brilliant pristine throne room made of reflective precious stones. The layout was quite different from what he recalled, downright unorthodox, and rather than cultists below he saw court attendees dressed in fancy costumes who cheerfully reveled in constant celebration. However he didn't understand the cauldron in the center or why his wife often brought Flurry Heart to drink from its now cooled contents. He figured maybe it was some form of nourishment to help her grow faster and stronger.

“They're coming for us, you know. Just like that nightmare you had about the day when our homeland fell to Spike. He's been transformed into an abomination by our nemesis, and he'll bring a horde to burn everything we've worked to build. We must take desperate measures to stop them.”

Shining Armor rose. “I agree. I'll have my sentries fetch my finest weapons and armor, lead a campaign to smite all evil-doers that would oppose our rule!” Even under her control he often remained rigid and inflexible, unable to see the world in more than black-and-white.

“Settle down honey. You'll upset our foal! Better that you lead the crusade from the safety of our throne room. You're far too valuable to our country, and besides, do you intend to leave me without a husband and poor Flurry without a father? Your first responsibility is to us.”

“Yes. Yes, of course.” He settled down but there was still fire in his eyes. “Spike was a hero to our citizens. I'll find whoever did this to him someday and make certain that monster pays!”

She raised a hoof to her mouth and tittered. “That's the stallion I love!”

This grotesque parody of their old family dynamic sickened Tree Hugger whose ear perked up as she listened in, despite the fact that she'd settled into a lotus position in attempt to concentrate. Around the temple the enemy forces gathered to plan their own counterattack. The mistress started to summon outside aid from all over Equestria, her image and booming voice projected across the skies with a spell from the Necronomicon. The book shimmered darkly as she channeled its power.

The cultists used torches to heat the cauldron. Within a short time it warmed then eventually bubbled. Pops sounded as noxious wisps danced from the pot. On a daily basis more slaves and beasts would be sacrificed to it, cult members would volunteer to melt themselves into the morbid soup, and stallions and mares would ejaculate into it in order to further enrich its potency.

Innumerable whores would line up to be seeded by Shining Armor, encouraged by Twilight, who wanted him to breed the next generation of well-bred servants to worship and spread her vile will. They would happily squeal when he mounted him, the breeding program set up by the Princesses now turned on its head, as these spawn would be raised to blindly follow their deviant mistress.

Suddenly the temple shook. Jarred loose stones and bits of debris rained down. “The first wave has come,” announced Twilight. She used the dark book's power to scan the jungles nearby and saw waves of dragons, griffins, changelings, various ponies, and a number of other creatures launched an attack in tandem. “Looks like these fools have decided to act on their own. The main bulk of the resistance is anywhere near us yet. Deal with these pests,” she ordered her army.

Shining Armor started to rise but she put a hoof on his broad shoulders. “Remember, your duty is to us.” She levitated over mock up versions of his white sword, armor, and shield, which he placed upon him, the Paladin ready to defend his country with his life. They traded a deep kiss.

Flurry Heart playfully floated from her mother's limbs and danced in the air atop the altar, while small portions of the temple continued to crack and collapse each time the exterior shuddered. The invaders were little more than a swarm desperate to break their way through the heavy stones.

As the mistress used her hooves and spells to help Shining into his costume,she had no choice but to temporarily place the Necronomicon to one side, nor did she pay Tree Hugger or Flurry Heart any attention. The earth pony realized this was her one slim chance. She bounded forward, leapt at the dark tome and seized it in her teeth. They turned on her, but she immediately tossed the book over the altar's side, which hurtled over the stairs, all the way down to the cauldron, until it vanished into it with a sizzle and plop that threw up chunks of the nasty soup which spilled over its sides.

She didn't know whether the book could be destroyed; only that she could at least delay this monster. An aura surrounded her as she was pulled forward off her hooves and floated before the hateful couple. “She's betrayed us to the enemy Shiny. Would you do the honors?”

He nodded and coldly readied his blade to execute her. She closed her eyes and mentally prepared herself the best she could, still worried she'd leave this world with no one knowing or caring much what had happened to her, nor would she ever be able to apologize. But to know she might have made the difference between victory and defeat for her loved ones eased her troubled soul.

“Not to hasty, now.” She directed his sword tip so it lined up with the mare's entrance. “Why not open her from slit to throat? She will serve as an example to all would-be traitors.”

“That's barbaric,” he said in a rare moment of defiance towards his wife's wishes. “To treat our prisoners like that would make us no better than Sombra! She should have a quick and honorable execution, no matter how terrible her sins may be!”

“You're too soft, dear. Even the Princess of Love knows some crimes are unforgivable. And besides, the harlot wants it.” She clasp the flat of the blade and rubbed it upon the hippie's marehood, who seized up with a flush as dribbles of marecum leaked onto the shiny blade. She licked it up.

“I don't understand.” His head ached as her character blatantly slipped directly in front of him, until confusion settled in at her actions and reasons. “Cadance would never-”

She wrapped her hooves around him and the aura that held Tree Hugger weakened as she was forced to divide her concentration. “It's me, Shiny.” She kissed him but he turned away. “I'm sorry. She simply hurt our people and I wanted to make certain that never happened a-”

The entrance at the top of the pyramid where Spike once entered collapsed with an audible boom that temporarily deafened anypony near. The tree of them were thrown about amidst clouds of dust, and Tree Hugger hopped up and snatched Flurry Heart from the air, holding the foal close to her bosom while she dashed down the steps. She leapt over the cultists, and a few shouted the words that would place her back under their hold, but she was now ready for them, her inner walls prepared to keep them out. Thankfully the small army that invaded from above helped provide cover.

Pandemonium set in as both armies warred for dominance. Shining Armor raised his word, blindly cut down opponents on both sides, white armor and fur awash in crimson as he tried to make sense of whose side he was on. Limbs were severed and screams cut off under well-timed strokes.

Twilight paused before the cauldron, lit up her horn, and attempted to extract the Necronomicon. Huge tentacles erupted from the soup, emerging from the open tome's pages, the book glowing a dark purple, as it stirred to life and in blind fury attempted to preserve itself however possible. Its holder screamed as the slick coils pulled her into the foul drink with an audible splash.

While the contents had cooled a little, the temperature was far too much for ponies to bear. Whenever her followers attempted to approach, tentacles would seize them pulling them into the pot. A whole nest of the eldritch abominations stirred and strove to free themselves from the shadow dimensions.

*****

Spike sailed at the head of their forces, Rarity on his main head, with Sunset and Trixie upon the others. More of their strike force was seated further back on a special cart designed to perch upon his spiny and scaly leather back. A small army of dragons, griffins, and changelings rode with them, headed by Gilda in preparation for the main assault. Further back came the ground forces which numbered in the hundreds, only a small force left behind under Fancy Pants to protect their civilization. Every moment wasted was a chance for their nemesis to fully master the Necronomicon and utilize its boundless potential. They would bet it all on the success of this last raid.

“I warned those morons to wait for us to ready up,” cried Gilda who sailed across the sky. “They probably headed out hours before! Don't know whether it's stupid pride or stubborness?”

“Maybe it will work in our favor,” said Sunset.

“I certainly hope so,” answered Rarity. “What we need is a miracle.”

“Then we'll make one,” promised Trixie who touched her somewhat rounded belly. She questioned the morality, not to mention common sense of whether she should even participate in the raid, but after she'd come this far she couldn't bear to simply sit on the sidelines anymore.

Once they reached a certain point the soldiers parachuted in, much like they had at the Flesh Factory, so that Spike would be unimpeded once his assault commenced. From atop the airborne creatures, the ponies rained down small explosives on the pyramid, its mossy surface shaken with each miniature eruption that blanketed the atmosphere in smoke and shrapnel. Gaping holes left behind in their wake allowed the infiltrators to slip inside the labyrinthine darkness that awaited.

What none of them expected was the monstrosity that arose from the pyramid, crushed stone under its claws, as it ripped its way free. The titanic beast was rubbery and scaly, with a humanoid muscular physique, covered in tentacles which flailed from its slimy bulk. Multiple eyes burned upon a misshapen, almost insectoid head, as the creature seemed to be an amalgamation of twisted nightmares somehow fused into one bizarre entity. Most curious of all was that Twilight Sparkle lay embedded in its temple, the open Necronomicon fused by veins that throbbed to her bosom.

A fusion of countless monstrosities that were imprisoned inside the black tome had finally awakened. The malicious composite entity now sought to bring about the Apocalypse by whatever means necessary. It clumsily turned to Spike, and within moments the titans were locked in a heated battles, claws locked as flames licked its surface and tentacles wrapped around the purple drake.

A part of him recognized the kind unicorn-turned-alicorn that had hatched and practically raised him. He sensed she had been abused, warped, and forced to turn on her loved ones, like he had. Some small part of him cared for her even now. He would slay the beast and set her free of this hell.

Around them the resistance battled the cultists to make certain they couldn't interfere and aid their mistress. Bullets, arrows, and explosives continued to pepper the air. Bodies spiraled from the sky each time an airborne warrior was felled. Scores lay broken or dead with far more to come.

Trixie landed atop the monster's wide head and approached the mare partially trapped within. She felt her hooves sink into the mud-like surface but continued to trot forward. Squishes sounded until she eventually arrived before the alicorn. “You're from that other world remember?”

Twilight stirred with partial awareness. Now that the monstrosity that possessed this shell was mostly unchained, the flesh was animated mostly by dim memories of a past life. “T-Trixie?” Her words were a muted whisper. “What is this terrible place? I...I don't understand.”

Trixie cast her a sad smile. “You offered me a second chance, remember?”

Twilight stared down at herself. “Why are we...horses?” In response to her will the Necronomicon's power activated, channeled by her unspoken wish, and suffused the two mares, who were surrounded by a brilliant light, until they were transformed into a pair of human women. Both were nude save for the pointy hat and starry cape that Trixie wore. The nerd flushed all over and would have covered her lithe but well-shaped physique were she not bound. Trim purple pubes decorated her vulva.

While Trixie didn't fully understand she walked closer anyhow, her womanhood likewise covered by a neat bush that matched her hair, her belly a tad rounded. She was thankful it simply looked liked she'd out on a few pounds for now. “I'm sorry Twi.” She sniffled and brushed back tears. “I love you!”

She attempted to rip her free but the flesh held her close. Similarly the Necronomicon remained embedded by veins upon her torso below her perky breasts which heaved, covered in a mixture of perspiration and slime that made her flesh shine. Trixie wrapped her hands around Twi's slender arms and repeated, “I love you!” This warmth seemed to weaken the abomination's hold a little.

Still it held on fast to its prize. “I love you,” repeated Trixie who pressed her warm naked flesh to Twi's who stared at her in wide-eyed confusion. “I love you! Now and forever!” Tears streamed down both their faces as she leaned in and delivered a passionate kiss. Once she'd hated and envied her. Then she'd tried to seal away her brother to hurt her. But she realized her emotions were misdirected all this time; even her affair with Starlight was partially a response to how she truly felt subconsciously. She wanted to be with her and hadn't realized it until she was finally able to meet up with her now.

Twilight once confused and almost resistant at first, but she soon reveled in her warmth and taste, closed her eyes and surrendered to shared passions. The binds fell away. Even the Necronomicon came loose. The pair of them sunk through the beast's head as the area around it weakened from their shared love, and they sunk into a warm and wet womb-like enclosure. Glistening pink walls surrounded them when they laid in one-another's arms and kissed each other.

She had to remind herself this wasn't her Twilight, that not only was she from another world, but her soul had been obliterated, this vessel no more than a collection of distant memories. But she adored her all the same no matter what she was. “Trixie wants to be with you forever,” she confessed.

But she knew that was impossible. With the connection to the Necronomicon severed, Twilight had already started to pale, each second spent one closer to death. “It's so warm here....so why am I so cold?” She shivered and pressed closer to Trixie who held her fiercely. “I'm...I'm scared.”

“Don't be. Trixie will never leave you. She loves you.” She recalled the moment her double breathed her last, the losses of Lavender, Fuschia, and so many others, hoped that this madness would finally be over. She quietly wept and held Twi until her heart inevitably slowed to a dead stop.

*****

Sunset rushed into the temple flanked by a number of companions who battled valiantly. Large portions had collapsed, and the dust clouds and smoke almost blinded her, by she helped them take down scattered cultists, determined to find her beloved wherever he may be. She ran down a dirty and moist stone maze covered in sconces and moss. Occult symbols were carved into the walls.

Eventually she made her way into the central chamber, which was lined with bodies of all sorts, a slimy mess from an overturned cauldron, and a series of steps that rose quite some distance. She followed the trail careful not to trip on corpses or slip on blood pools, arrived at the altar's top, where a blood-matted white unicorn continued to madly swing his sword at anypony nearby. Almost lost to total madness, he severed heads from bodies, drove his blade deep into downed opponents.

“Shining Armor,” she called and he momentarily paused his slaughter. By now only the most determined fighters would dare attack him. Fortunately her companions took over so that she could approach him unimpeded. “It's me. The mare you love. Remember? Let's head home.”

“Sunset?” He shook away the last traces of control, felt his sanity return in small increments. “I knew you'd come for me!” He dropped the battered shield, galloped towards her, the sword sheathed upon his muscular and armored back. She raised on her back hooves to meet him in an embrace.

Then he watched in slow motion as a curved knife penetrated her bosom from behind. She choked up blood as more gushed from her chest, collapsing before the opportunistic cultist that had slipped through. He wailed in tears and leapt forward, sword in both hooves, as he cleaved the assailant in halves.

Their allies formed a circle around them as he caught the falling Sunset in his powerful grasp. “I'm here, Sunny one.” He stroked her sweaty mane. “It will be okay, I promise. Just hold on.”

She weakly opened her eyes and raised a trembling hoof to caress his cheek. “Always a...poor liar...you know that?” She laughed weakly then winced as she spat up more blood over his armor. “I...I know you could never...love me like Cadance. But that's...okay. I love you...with all my heart.”

“But I do love you as much as Cadance. I do...” He lied to her even now. They both knew it. And yet she smiled anyhow despite the tears as another heroine took her final breath.

He closed her now hollow eyes with one last kiss. Knew there was no time to mourn here. With a snarl he took up his bloodied sword, rushed to aid companions old and new with a war cry, determined to put down every last trace of this cult, even while this temple continued its collapse.

He would be their light in the darkness. A shining beacon of hope when all seemed lost. His forces were now on a tireless crusade to cleanse Equestria of the many evils that infested it. In memory of all the mares he cherished whole-heartedly, he would build a world to make them proud.

*****

Trixie wrapped the now weakened Necronomicon to her breast, still trapped in this odd human form with blue skin, and used her cape as a makeshift parachute as she forced her way out of the abomination like it had birth her, only to sail away from the beast once she breathed in fresh air. She landed on her butt with a plop a short distance away from most of the action and bore witness.

Hours passed while the war continued. Spike battled the entity, both trapped in desperate mortal combat, his heads biting and breathing fire, its claws locked with his own, its tentacles stabbing through his armor-like scales and leather hide. Their moments slowed over time, until the pair of them finally fell, the two most powerful creatures in Equestria slain at each other's bloodied nails.

Rarity stood beside the witch who took her hoof-in-hand. She used one of the white unicorn's napkins to dab at the runny mascara that stained her cheeks. “Spike,” the fashionista whispered as she clutched the heart stone to her breast and hoped that he had ultimately died satisfied with his life.

“It's over,” breathed Trixie who stared at the black book. She still wasn't certain it could be destroyed even now, yet its alien power and pull were much weaker. Many more would be lost while this madness continued but the cultists were now forced to scattered under a combined onslaught led by Shining Armor's now rallied forces. A bittersweet smile painted her sly features.

“What happened to your appearance?”

“I don't fully understand myself. But I'm certain Trixie looks lovely as ever!”

“You do. It's an exotic beauty unlike any I've ever seen.” Despite the circumstances Rarity flushed when she looked her curves over, somehow aware it was taboo for a human to run about naked.

“Guess I'm stuck this way now. Trixie doesn't mind, of course. This will probably drive even more mares and stallions to her shows!” She hoped a little humor would soothe Rarity's loss a tad, and to her pleasure the unicorn smiled back at her. She took a moment to admire her new self all over.

Bouncy breasts, shapely buttocks, a killer waist, and a womanhood topped in a tuft of pubic hair. She squeezed the squishy flesh with a smirk. It all seemed to fall into place perfectly. She could get used to this! She'd have to show off to Starlight later. She wished Twilight could be with her now.

A short distance away Derpy stood protectively over Time Turner's still body. They were surrounded by the armed bodies of allies and enemies alike. “Come on Mr. Turner...you've come back from worse than this!” Her nose ran as salty tears dribbled onto his face.

She squealed happily when the familiar yellow aura suffused the stallion, his body shifting once more, until he inevitably settled down, this time a blonde mare left in his place. She sleepily opened her eyes. “Derpy?” She patted her assistant on the back. “I knew you'd come for me!”

Derpy peaked with confusion between her loins. “You're a mare now!”

“I am?” Time Turner looked down at herself. “I suppose I am! Wow!” Not that it mattered to her much either way. She was still a brilliant scientist no matter what shape she currently took.

“You're cute,” said Flash Sentry who used his one real wing to glide down next to them. He looked rather bloodied and beaten up from his battles but was otherwise okay.

“You wish,” said Time Turner who covered her nethers with a blonde tail.

Tree Hugger trotted up with a familiar foal held to her breast. “Hey,” she said cautiously not sure how much they knew about what went done. “I made it out okay. Sorry it couldn't be Flutters instead.”

“Oh thank Celestia. We feared you'd either died or been taken to a breeding farm,” said Rarity who had no idea she'd been forced to betray them. She sniffled and wiped her face.

“We'll catch up later, you know?” She still wasn't certain whether to tell them the truth. She feared some of them would shun her and believed it better to simply remain a mystery.

The hippie heard an all too familiar rustle, the movement of powerful limps as the Orthros suddenly ambushed them from dense thickets, its slobbery maw aimed at her throat as it leapt. It would punish the one who dared betrayed the mistress and helped lead to her death. She froze and screamed.

Derpy reacted before she could think. A discarded rifle was plucked from a still warm corpse, aimed at the animal, and she pulled, as a bullet exited the chamber and ripped into furry flesh. The Orthros yelped and twisted in a bloody mess that splattered her and its would-be victim.

She heaved and sobbed and dropped the weapon. She'd never raised a hoof to anypony before let alone killed one. “I-I didn't want to! I had to! I'm sorry,” she whined as she looked at the Orthros who still twitched despite the nasty red wound torn into its chest. “I...I'm so sorry...”

Time Turner put a hoof around her. “Like you said. You had no choice!”

“You saved my buns. Thanks,” said Tree Hugger who took her hoof. “You're righteous in my book.” She beamed wide at them all. For once in quite some time she wanted to live! She'd take care of Fluttershy's animals once she was back, maybe start her own private little farm.

Derpy blushed and lowered her eyes. “Thank you. You're really pretty.” She'd lost another shred of her innocence today, but at last her travels with the scientist made her wiser.

*****

Gilda, Bon Bon, Lyra, Vinyl Scratch, and Octavia were teamed up with Shining Armor, as the fighters continued to clean up the stragglers around them. They led a number of stallions, mares, dragons, griffins, and changelings with them, unwilling to pause until the final cultists lay dead. It had taken many sacrifices but the races were finally united into one potent force.

Pinkamena acted on her lonesome, carved about the enemy with a sword, crazed and bathed in blood. She mischievously danced amidst their numbers, took the enemy by surprise, and downed dozens by her lonesome with a series of crazed cackles.

In another part of the war zone Starlight used spells from the fake Necronomicon to aid Sunburst as they trapped and downed the would-be escapees. The sun had started to set after the battle finally died down. They battled back-to-back, contented to simply share each other's company once more

Small fires still flickered and trails of wraith-like smoke arose about the ruins of the downed temple. By the time the dust settled over a couple thousand lay dead and many more lost or wounded.

Their work here was done. But this was only the start. There were still slavers and cultists all over Equestria and the small pockets of resistance all over would no doubt need help. Not to mention all the loosed slaves from breeding farms that would need shelter and civilizations that would need to be rebuilt and repopulated. They would create a new world that would make the Princesses proud.