Shining's Force 2: The Ancient Seal

Chapters

Chapter 1 - A Flurry of Activity
Chapter 3 - Vault of Horror
Chapter 4 - Something Old, Something New
Chapter 5 - Something Borrowed, Something Goo
Chapter 6 - Secret of the Smooze
Chapter 7 - A Long, Hard Knight
Chapter 8 - A Long, Hard Knight II: Electric Boogaloo
Chapter 9 - The Atrocity Exhibition
Chapter 10 - The Blight At the End of the Tunnel
Chapter 11 - From the Ashes...
Chapter 12 - She's Gonna Take You Back To The Past...
Chapter 13 - Dragonfire in the Sky
Chapter 14 - A Little Bit of the Old Ultraviolence...
Chapter 15 - They're Unstoppable! But We've Gotta Stop Them Anyway!
Chapter 16 - What's A Paladin?
Chapter 17 - Dream a Little Wet Dream
Chapter 18 - A Little Experimentation
Chapter 19 - Lay of the Living Dead
Chapter 20 - Rebuild It and They Will Come
Chapter 21 - The Greatest Blow on Equestria
Chapter 22 - The Quickening
Chapter 23 - Last Dances and Last Stands
Chapter 24 - Second Coming?
Chapter 26 - Diabolos Ex Machina Vs Deus Ex Machina
Epilogue - All Good Things...
Chapter 2 - Getting the Gangbang Back Together
Chapter 25 - Death Comes To Time

Chapter 1 - A Flurry of Activity

A waterfall roared in the spacious caverns, sunlight reflecting off water pooling below. White armor trimmed with blue-and-gold lay scattered in pieces across the rocky bank, a matching broadsword embedded within a small fissure. Shining Armor had stripped down to bathe, taking a moment to say a silent prayer to whatever forces for good might still be out there in the universe, before he stepped into the waters, letting the cascade wet his mane. Several years had passed since their nemesis was defeated, and lines now etched his older face, but he'd made certain to keep fit as he undertook constant campaigns.

Unbeknownst to him an admirer watched from the shadows, hidden near the mouth of the rocky tunnel. She was a heroine from that war. A survivor of a breeding camp. But poor Derpy knew few took her seriously. Oh, they were nice and polite, but also often dismissed her, or worse were outright condescending, forcing her to turn away and hide her watering eyes. She knew she wasn't very bright even after all Time Turner had taught her, but she was still eager to see more of Equestria and learn!

Even worse she'd developed a terrible crush on the legendary hero which made her heart flutter in his presence. She'd never really taken notice of any stallion or mare in a romantic fashion before, and she was hardly the only one who lusted after him. In fact, half the female population wanted to help him repopulate a dying Equestria. He'd been married to Princess Cadance and taken another legend, Sunset Shimmer, as his closest companions. She had absolutely no chance.

So she resigned herself to studying his alabaster muscles, his broad shoulders, powerful back, his well-toned buttocks, and she blushed shamefully with her head down, trying not to stare at the dark circle of his anus, and an equally dark gray of his heavy testicles and the connecting sheathe where his supposedly massive stallionhood rested. He was said to be the most virile stud left on the planet. His former rival to that title, Big Mac, had been turned into a hateful force of nature in that terrible conflict.

She licked her lips and practically drooled, wings going fully erect at her sides. She fantasized about wandering into his bath, kissing him as he took her in his powerful hooves, and she stifled a childish giggle at the idea. Her ears twitched when she heard the subtle clop of hooves, and she vanished further into the shade, seeing a young alicorn mare approach.

Everyone knew she wasn't the real Flurry heart, who'd perished when the Crystal Empire fell in a fiery holocaust. But she shared her name and appearance, the filly now a powerful mage that sometimes fought at her father's side, despite his repeated reservations. “Father?” Her sweet voice echoed. “Sorry to bother you! Are you thinking of Cadance and Sunset again?”

Shining gradually turned to her. “...yes.” He was known to brood on occasion. His crusade across Equestria continued over the years, smashing breeding camps, liberating settlements, routing cultists, mercenaries, slavers, and literal monsters, which had once fulfilled him. However a number of his comrades had retired from his forces or far worse had been lost.

Despite all the mares that threw themselves at him he still hadn't moved on. He wouldn't even indulge in casual sex like he once would have, even though he felt it was his duty to help replenish their race's numbers. “Mi Amore Cadenza was the most kind, loving, wonderful mare in the land. And Sunset Shimmer...she did her best to collect the pieces of my shattered heart and rebuild it. She was the true savior. I wish you could have met them,” he whispered wistfully, a forlorn look in his weary eyes.

“Me too, father. But you can't live your whole life stuck in the past!” She took flight and landed with a splash beside him, forcing a smile onto his pursed maw. With a giggle she bathed with him, singing all the while, her wings used to scoop water over them. “See? You've won, remember? Our enemies are all on the run, hiding and cowering!”

Derpy's lower lip quivered, knowing the moment was lost, that she'd had another chance to approach him and confess her feelings, simply to chicken out. Maybe she'd try another time. She'd parted ways with Time Turner to return here. Was that a terrible mistake? With her head bowed she slowly retreated from the tunnel, listening to the happy family all the while.

She returned to the little hole in the caves that passed for her temporary home, curled up into a ball with her wings wrapped around her, and quietly sobbed. She missed those days, running with Fancy Pants' crew. Unfortunately for her Vinyl Scratch and Octavia had retired, Time Turner now spent all her time in a lab, and after Bon Bon had died protecting Lyra she'd never been the same. The once lively, optimistic unicorn was now rendered sullen and withdrawn. Derpy was the last one on the field.

The nomadic lifestyle had started to wear on her. The procession of caravans would move out again soon. She laid down and slowly cried herself to sleep, missing the old days with her friends, despite how horrible the circumstances often were.

*****

No matter how many of their members were culled, the cult of the nemesis refused to die out. They were forced to spread out and hide across Equestria, However a new leader had risen to power who pulled their scattered forces together. This unknown figure dressed in a black robe and hood like all their brothers and sisters, however this one also wore a porcelain mask which muffled their voice. A black bodysuit lined their body underneath. They were slight of build, standing before the congregation.

Their base of operations was built upon the long razed remains of the Crystal Empire, in particular the partially rebuilt Crystal Palace. This land was chosen out of nostalgia. It was their birthplace. They caressed their neck which still ached from where it had been broken, their head often tilting awkwardly to one side.

They had captured the slavers that ruled the area, butchered or captured them, and used their corpses in necromancy experiments. These hybrids made from their stitched-together carcasses were now enslaved to their will. They kept these beasts chained around a throne where Cadance once sat, overlooking the revelers who gathered around them.

Their voice had a mechanical ring when a servant approached. “Has it arrived?”

“Yes Mother,” came a weak voice from under a hood when the mare approached. She carried a fancy silk pillow with tassels, atop it resting a pair of severed pegasi wings, and a chopped away unicorn horn. “We picked them from the strongest specimens we could find. We've used potions to preserve and enhance them. We should be able to attach them by the end of the day.”

Mother reached to touch the mare's face, who reflexively shrunk away. “You shouldn't hide that pretty face. After all, Shining Armor chose you. Even if you were his secondary pick.” She casually threw back the mare's shroud.

Even though dark clouds continually swirled over the Crystal Empire, light still shone through, and the unicorn's sensitive eyes balked, almost temporarily blinded as the rays fell upon her pale irises. Her cloak fell away completely, and she raised a hoof to her bosom, touching the scar in the middle of her breastbone. “Mother, please. Don't look at me.”

Mother placed a hoof under the unicorn's chin. “Shining Armor betrayed and abandoned us both. I doubt he even thinks about us anymore. Of course, I was simply another crystal pony to him, ultimately of no consequence. Everything's been stolen from me. My future. My sister. My life.” She was just another cadaver used by the nemesis and revived through necromancy. Most were reduced to mindless slaves after their revival. But the injustice of her situation had awakened her now twisted will.

Yet by the time that awareness came her twin had already perished. Nopony took notice of her, and she used that advantage, eventually able to scheme and murder her way to the top. She was just an earth pony. Certainly not the strongest or smartest pony around. But what she did have was an obsessive will to succeed no matter what she had to sacrifice. And with all the other likely candidates out of the way she had finally risen to leadership status among the cult. They dubbed their priestess Mother.

She brushed the unicorn's fiery mane, studying her somber expression. When the temple of the nemesis collapsed, most of the cult's work and forces had been lost, but survivors had returned to raid the collapsed vault, and bodies from both factions were collected, including the one who no stood before her. “You know I speak the truth...Sunset Shimmer.”

Ever since her revival Sunset felt nothing but constant pain and confusion. Her memories were distant as she wandered about the Crystal Empire doing the tasks Mother demanded, what memories that still remained vague and distant. She was a shell of her former self. “You know I...don't want to hurt anypony.” She laid a hoof over her heart, her flesh now pale and cold.

“You won't have to. Leave everything to me. And now, for your reward.” Torches were lit up across the ruins of the Crystal Empire which signaled that the nightly festivities were about to commence. Many of the cultists disrobed, mares and stallions alike engaging in a free-for-all orgy, most not caring who they paired off with so long as they could surrender to pleasure.

Cocks were driven into any hole they could find, male or female, some of the participants pinned between multiple dicks. Moans filled the air, as did the sound of squishing flesh, the must of arousal from marehoods, and the scent of blissful excretions from both genders. Sunset blushed as she watched, lowering a hoof between her wetted thighs, feeling her clit swell and her marehood wink for release. She felt ashamed every time she touched herself, but it helped dull a constant, mind-numbing agony.

“You know it won't stop while you deny yourself,” said Mother who stroked her servant's mane. “Allow them to service you.”

Sunset reluctantly nodded and approached the throne. They hybrids drooled and studied her with shameless lust, their chains rattling as they strained to escape, sniffing the scent of her dripping cunt in the air. The experiments were made up of a fusion from different creatures; dragons, griffins, changelings, ponies, and a variety of exotic animals collected from the jungle. Most curiously some were fused with tentacled eldritch abominations that had survived the site of the final battle.

Once she might have found them disgusting and intimidating. Now she surrendered to them, lowering herself to all fours and sticking her ass in the air, tail raised so they could freely make use of her holes. All that mattered was a temporary release from this pain. A pair of them immediately jumped on and mounted her, violently driving their cocks into her fuckholes, but the sharp bite of pain was inconsequential compared to the euphoria set in, overwhelming the suffering she constantly endured.

Her eyes rolled into her head under their brutal thrusts, claws raking over her asscheeks, back, and bouncing titties, not caring for anything but their own release. But being turned into their toy simply made her clench harder around their cocks. Her tongue lolled from her wide open mouth, allowing another beast to rise on his hindlegs, clasped his claws around her head, and brutally forced his dick down her throat, making it bulge as she coughed and sputtered and wept. But she sucked away anyhow, trying not to think about who she might have been, or what she had no been reduced to. She tried to stay in the moment.

Her body shuddered as the first of several repeated orgasms wracked her entirety. An excess of their seeds filled all her sex holes, sloshing within her uterus, but she'd long since learned the eggs she produced couldn't be inseminated. Cum oozed out when they withdrew. Her mind numbed while more of the monstrosities lined up to take their turns with her. She was trapped within a state between life-and-death. More than a corpse but less than a mare. She had no place in this world anymore.

*****

Over the years Los Pegasus had been almost fully rebuilt, and now thrived, despite the broken state of Equestria. Of course there were still compromises that had to be made. Without Celestia and Luna to raise and lower the moons, it had been left to the most powerful unicorns in the land, volunteers who eventually wore themselves out over time. Potions were provided to empower the weaker mages, but this also caused them to burn out even faster, to the point where they collapsed and in some instances died. Fancy Pants, elected Mayor of this city, knew they couldn't sustain this or else the planet was doomed.

“How anti-climatic,” said Fancy Pants who was seated at his desk. “To overcome our adversary, only to have Equestria slowly waste away. Tsk, tsk.” Deep underground, where his citizens had once been forced to live, had now been converted into a massive sealed vault, lined with a series of traps and placed under a series of complicated, ancient spells to seal it. In the deepest sections was placed the Necronomicon, weakened after so many demons had escaped and manifested from its pages, but still brimming with almost limitless potential. There were still those who coveted it, particular the remnants of the cult.

He knew it could supernaturally tempt those nearby with its unholy power, and that it was supposedly impossible to destroy, and so after much debate with other surviving representatives of Equestria they decided to simply lock it away. The enchantments woven made certain that anypony that tried to simply teleport into the chamber would be bounced away and sealed into one of the nearby walls, killing them once they fused with it. A rather cruel fate, but he couldn't afford to take any chances.

He went through all the stacks of paperwork, adjusting his glasses, his office lined with bookshelves, and a pair of artistic but sultry portraits, one depicting Rarity who'd once posed for an art piece for him, and another the love of his life Fleur de Lis. His wife would invite random mares into their bedroom, proving carnally insatiable in contrast to his more lofty pursuits. Not that she couldn't match him in intellectual brilliance; she was simply more a mare of the world dedicated to physical pursuits.

He winced and wheezed, feeling a familiar tongue tease his stallionhood from its sheath with lusty links, warm saliva dripping down his balls. Within seconds he was fully erect, and stared down at Fleur, who stared up at him with half-lidded eyes, tracing up-and-down his veiny length with obvious hunger. Thanks to the healing elixirs Sunburst concocted her once shattered legs had fully healed; unfortunately the ingredients were so rare they couldn't produce much of the substance.

Suddenly another lover slid under the desk, needily tending to him. Tonight's bit of chosen arm candy was a soft pink mare with her mane done up in pigtails, a pacifier and glow sticks hung on a necklace, no doubt another raver who frequented Vinyl's dance club. His salty precum leaked over their lips which they greedily licked up with audible slurps. Pacific Glow? Yes, that was her name, he believed. “I...I have to work...”

Fleur ignored him like she usually did, placing her hooves around Glow's waist, and raising her up, lowering her down onto her husband's cock. Pacific moaned as he filled her, wrapping her forehooves around his neck and spreading her shapely hundlegs. “I helped warm him up for you,” said Fleur with a titter, smacking her pink buttock which wobbled under the blow.

Fancy surrendered, knowing she wouldn't let up until she'd reached some level of real satisfaction. Glow bounced atop him, soft fleshy buttocks and heavy teats rippling with each thrust, lewdly shrieking and splattering him with her vaginal juices. After a couple minutes she intentionally rose up and popped his penis free, this time lining up her puckered asshole, and driving him back into her. She would alternate between her holes after a few strokes, giggling and hollering all the while.

In the meantime Fleur played with Glow's ass and tits with her hooves and an aura from her glowing horn alike, kissing her neck and lips, biting and sucking on them while she tweaked and pinched her nipples. It didn't take long before his penis started to twitch. “Inside! Inside!” Pacific drove him deep into her love tunnel as she could, angling him so that he struck her cervix.

And fill her womb he did. He cupped a hoof around Glow's waist, and used the other to squeeze one of his wife's squishy buttocks, grunting as warm load-after-load impacted her slimy pink walls, her face flushed as she wheezed and buried her face into his chest, moaning into the dress shirt beneath the jacket he wore. He panted as his last droplets spurted out.

Fleur smacked her bottom a couple more times possessively. “Ooh-la-la! You did fantastic, Pacific!”

Glow traded a sloppy kiss with her, saliva trails still connecting them once she said, “I love it when you talk dirty in such a sweet way! Can we do this more often? I'm up for anything! And I do mean anything,” she emphasized with a lewd expression.

“Certainly, my pet.” Fleur tilted her head aside and nibbled on her neck. She popped her husband loose from her latest conquest, cleaning his cock and her cunt with alternating laps, guzzling it down like it was mana from the Gods.

He stroked their manes and cheeks affectionately. Unfortunately his thoughts were on distant, more pressing matters. Were a solution not found soon there likely wouldn't even be enough unicorns left to cycle the days. Not to mention all the mares they continued to liberate from the last breeding camps. Having known only a life of sexual slavery for years, many had turned to prostitution or pornography in order to survive. Others simply gave up on life, wasting away or committing suicide. He'd set up programs to rehabilitate them with mixed results. Despite the therapy and care, most of them would never truly recover.

Not to mention how thin their resources were stretched. Earth ponies were hard at work to till scorched and polluted earth, while pegasi worked to clear the weather, which was still erratic despite their best efforts. All he could do was fly by the seat of his pants, helping and rebuilding wherever he could, in the faint hopes that real normalcy would one day return to Equestria.

Author's Note

I chose to continue a story set in this world because a number of ideas I wanted to explore didn't make it into the last one for various reasons. This tale likely won't be anywhere near as extensive, but we'll see! Chapters numbered this time to hopefully make it easier on the reader.

Chapter 3 - Vault of Horror

Fancy Pants had dreaded this moment, but he couldn't put if off any longer. At least he'd managed to convince the other leaders to hold the assembly in Los Pegasus, despite many arguing it should take place in a neutral territory. However his argument that his city had by far the most room and resources had eventually swayed them.

Over a few years of concentrated labor, aided by other races such as dragons, griffins, and changelings pitching in, rendered the entire area now dotted in buildings.

It was a mixture of culture and hedonism that some called sinful and felt brought ill-fortune to Equestria. But to him it was a symbol of their determination to survive and even thrive despite the circumstances. They met in a coliseum built into the center of the this civilization, each of the representatives taking their place in separate stands until it was their turn to be called.

Grandpa Gruff came as an envoy for his dying species, the tough old bastard looking nasty as ever, not helped by the fact he was now so old he was practically mummified.

After the death of his brother Pharynx had taken over Thorax's duties to repopulate the hive, and while the few survivors had retreated deep underground after most of them had been wiped out trying to aid their allies the ponies, they had finally managed to replenish their numbers to a respectable size.

Lastly there was Smolder, looking a bit more like the former Dragon Lord Ember now that the years had taken their toll and forced her to grow up fast.

There were also other ponies and creatures from what some deemed the 'lesser' races here to make a showing. From what he knew all the yaks and buffaloes had been wiped out by the Smooze a long time ago. The deers refused to put in an appearance like always, having blamed the others for defiling the land and retreating deep into the wildest parts of the Everfree, rumored to kill anypony unfortunate enough to stumble on their hiding places. Even now tensions remained high.

Chancellor Neighsay maintained his rather pretentious title after all this time, speaking into his microphone from his stand. “Everypony, be silent,” he called across the arena where thousands were seated. He waited until the crowds of various faces quieted down. “Fancy Pants, speaker for Los Pegasus, please take your place before us.”

“Be careful out there,” warned Fleur who traded a kiss with him.

“Of course my love.” He lifted his head up high and made his way down the steps, onto the stage in the middle, where a mic was situated on a stand, all eyes upon him, judging his every mannerism. He cleared his throat. “Welcome, all those who've come from all over Equestria. I'm not here to waste your time with drawn-out speeches so I'll get straight to the point. Equestria is dying. Our most powerful mages can't continue to raise and lower the sun and moon forever. If we're unable to find a suitable alternative within a few years, will have to choose whether to let permanent light or darkness set in.”

There was an uproar as the mobs broke into debate and fear-mongering, just like he'd feared, but he hoped somepony would be able to find an alternative solution before they were all doomed. “Order,” called Neighsay whose brow wrinkled. “Order!” The sound of a gavel slamming echoed from his mic. “This is all because you're too soft on criminals! Do you really think they can be reformed? And assuming they can, are we really going to waste resources on them? Perhaps we should force them to serve the community they've wronged, making them do the hard labor, in reparation for all they've cost us!”

He tried to argue back, only to be shouted down from all directions, but it was clear the sentiments were ugly all over. He almost started to shake, feeling helpless, but instead took a deep breath, touching a magic ring in his jacket's breast pocket he kept in case of emergencies. It only had enough charge for one long-range teleport.

So far as he knew there were only a few mages left that could use teleportation spells; Starlight Glimmer, Flurry Heart whose attempts often back-fired and could only reach short distances, and Trixie who suffered the same problems as Flurry, plus she seemed to need the aid of smoke bombs to achieve that. Sunburst had given the ring to him as a parting gift before he and Starlight vanished on an aimless spiritual journey to find who he was now.

No, Fancy knew he couldn't run from the arena over something so trivial. His ears twitched as a dull roar sounded somewhere far in the distance. The skies started to darken, something blotting out the sun. Somehow he instinctively knew something had come for the vault. That it would somehow be able to break past the traps and ancient spells woven in to protect the Necronomicon. Breaking with tradition and manners, he signaled to Fleur still in his stand, rushing to meet up with her.

They'd have to brave the underground pit themselves and make certain whatever was coming there way couldn't obtain the dark tome. He met up with his love, summoned what elite guards were nearby, which was thankfully quite a few since he'd made preparations in case of an assassination attempt on any of the elites, and raced with his entourage towards the hidden entrance to the vault. Los Pegasus creaked behind them, but he didn't even look back, even when an emerald flood rushed inward.

Buildings collapsed with a shudder and tumbled inwards. The slime bubbled and leaked inwards. Well over a hundred were swallowed up in the initial attack. But this was only the beginning. A small portion of the Smooze that had made its way there. The larger bulk crept ever closer, pushed by the cult, hungering to mindlessly consume more-and-more, growing larger still...

*****

Trixie's tour took her across the entire continent over-and-over, her legend growing all the time, especially now that this world's equivalents of Lavender Lace and Fuschia Blush were there to support her. Strangest of all ever since the Necronomicon's power had transformed her into a human, she hadn't aged a day, still locked in this incredibly fetching and exotic form.

Nudity wasn't a taboo in Equestria, something she exploited in every way she could, from the thrill she got walking around naked save for her pointy hat, starry cape, high-heeled boots and gloves which covered most of her arms and legs, to the way she could strip on stage, the onlookers cheering in approval and throwing an excess of bits her way.

Of course it helped she'd often invite a lucky stallion backstage after each show and let them rail her. Lavender and Fuschia also joined in, allowing the colts of their choice to take turns with them. She bent herself over a sizable bed, stripping away her cape but leaving her hat, boots, and fingerless gloves, holding the hooves of her assistants who were currently being mounted beside her. They picked the most handsome and virile volunteers they could find, the best-looking one currently pounding away at her. Her sweaty breasts slapped with each thrust, and she moaned loudly, filling his comparatively oversized cock fill her.

“Yes! Wreck Trixie's unbearably tight and moist pussy! Pound it into hamburger you limp-dicked wuss!” She loved to taunt them to ride her harder, making it clear she'd had much better in the past, which pushed them to try nailing her even harder.

She giggled at Fuschia and Lavender who were biting into the sheets, overwhelmed by the intensity of their muscular steeds hammering relentlessly into them, puddles of their moisture dripping down their loins to pool below. A knock sounded outside her door. “Go away, asshole! The next show doesn't start for well over an hour!”

“It's Shining Armor. We've come a long way to see you,” he called from outside.

“Fine,” she said with a roll of her eyes, thankful that somehow she was able to manifest a unicorn's horn from her forehead at will, which popped up and lit up when she unlocked the door. “Don't stop,” she warned the stallion who'd paused, then reluctantly continued despite the audience that was headed their way. It's not that she wasn't happy to see him. Just that his timing was terrible when she was so close to edging onto another orgasm before he'd interrupted her!

The paladin trotted inside, looking away from the trio who were currently being serviced. Not that he didn't find them appealing, quite the opposite from how he felt his stallionhood stir from its sheath despite his attempts to hold back, but he told himself this wasn't the time for baser pleasures. “I'll be frank. We're in trouble, Trixie. We could use your help.”

She panted with her sidekicks, their faces flushed over. “Hmmm,” she amanged between moans. “But I...unf...am earning...ah...tons of bits! Not to mention...mmph,” she cried as the steed fucking her slapped her wobbly blue bottom hard. “I'm having so much fun!” She did her best to meet Shining's gaze, twisting her face into the lewdest expression she could muster. “Tell you what. Fuck me and I'll think about it. Hurry up and cum already,” she ordered her current rider.

The volunteer snorted in frustration, slamming into her with renewed vigor, reaching to knead Fuschia's and Lavender's ample asses in order to help him unload his balls quickly. Within a few moment he finally whinnied, spurt-after-spurt erupting deep into her love tunnel. Once he finished she push him off and dismissed him with a wave, the colt glaring at Shining as he left.

Shining was thankful he'd told Flurry to wait back in the small villa. He steeled himself. She'd certainly never been unattractive, but ever since Sunset's loss he'd sworn off sex, throwing himself into his crusade instead. He slowly removed his armor, setting it aside with all the knick-knacks scattered about the room, and came behind Trixie, planting hooves upon her buttocks.

“Don't be shy,” she said shaking her rump back-and-forth. “It's been quite some time but we've done this plenty of times before. Our are you growing impotent with old age?” He looked at her cunt still oozing semen mixed with her own liquids, and already a bit annoyed with her, lined his cock up with her pink little asshole instead, gritting his teeth as he drove it into her.

“N-naughty,” she hissed widening her eyes. “Going in dry? W-well, the Great and Powerful Trixie can take it! Do your worst! Pound my ass until it prolapses!” She'd reserved her bottle of Sunburst's healing elixir in case of such an emergency. Not that she thought it likely, but she liked it pretty rough, both giving and taking it!

He didn't show her any mercy though, biting the nape of her neck to make her submit. Somehow she'd always been able to get into his head and work him up. But he had to admit the way her smug words and even smugger demeanor worked him up like crazy, not helped by how long he'd denied himself even masturbation. He slammed into her, smacking her blue ass red on both cheeks, and her tongue lolled comically from her mouth, eyes rolling all the way into her head as he nailed her.

Eventually the steeds fired their loads into Fuschia and Lavender, withdrawing in a string of their mixed excretions, and he grunted too, emptying his nuts into her warm sphincter. Once he'd finished he seized her by the mane, dragging her face to his crotch as he still stood raised on his hindlegs, wiping his thick cock over her face. He smeared his seed all over her, bits of it dripping from her lips, smacking a dick that almost dwarfed what she should be able to take on her face several times.

Trixie waved to dismiss the pair of satisfied volunteers. “Fuschia, Lavender, get your cute asses over here!” She took the lead, milking the last traces of his cum into her wide open mouth, the white hot milk dripping onto her extended tongue. Her sidekicks lapped at his testicles and his dark veiny shaft sloppily, lapping up the stray drops the stage magician missed.

“Mmmm,” whispered Trixie who stared with half-lidded eyes into his own. “Not bad. I'll come, on a condition. I want you to service us in our downtime, okay? I don't care who else you fuck, so long as you come home to me on occasion.”

“That wasn't part of the deal,” he wheezed, trying not to surrender to his lusts.

“You're going to turn down free mare pussy? What's wrong with you?! Drop the overly noble, sentimental crap! What's wrong with getting laid? We're all clean, we're beautiful, and I'd think Cadance and Sunset would want you to move the hell on already! Besides, you bear a responsibility to me, since you ran off after I finally bored your child!”

He stared at her, blinking. “...what?”

“Indeed.” She smirked, squeezing his wet penis. “I'll show you later.”

Deciding to table this for now, he cantered back to his armor. “The rest of my crew's in the villa, enjoying their downtime. Come meet with them when you're ready.” He washed his junk with a warm basin of water Trixie kept to clean them after their love-making sessions, slipped back into his armor, and headed out, his head still spinning from the revelation.

Not that he hadn't fathered plenty of foals for the breeding program that the Princesses had set up. Unfortunately the enemy had twisted that and enslaved mares and stallions in breeding farms. When the Four Horses of the Apocalypse had attacked his camp, many of his offspring had died horribly, a number of them trying to defend the encampment.

That still haunted him and Nurse Redheart to his day. The latter still harbored anger at Sunburst for his role in the attack, despite the fact that he'd renounced his title as Pestilence and tried to make amends. It seemed leaving the past behind to die wouldn't be so easy.

*****

Consulting the meticulously detailed map to be certain, Fancy Pants made his way down the labyrinthine tunnels into the pit, Fleur and a number of guards close at hoof. He took the correct paths to evade the traps, one of the stallions carrying a torch to light their way, hurrying deeper-and-deeper. He wasted no time, focused solely on their destination.

Within an hour they eventually reached the innermost portion where a set of huge double-doors lined with runes awaited. Only a few knew the words needed to open the seal. But somehow he sensed whatever was coming this way would be able to break in. “You shouldn't have come, Fleur. I thought you were safer here, but...I have this terrible feeling I'll lose you again.”

“Never! I will not allow it!” She pecked his lined snout which she thought only made him more handsome.

He smiled weakly, and started to speak the alien words, disabling the layers-upon-layers of spells that bound the gates one-after-another. Then the entire area started to creak, sediment raining from the ceiling, and one of the guards toppling under the impact. “They're here. Defend us with your lives!” The soldiers snapped to obey.

He hated to potentially send them to their likely deaths. But this was far bigger than any of them. Even his beloved Fleur. His eyes misted once he heard the sounds of metal clashing and the hiss of spells being fired. Hoofsteps echoed ever closer. He realized they were too late. He lowered his snout, carefully debating his next course of action.

“Fleur de Lis. Love of my life.” He sat on his haunches, and she did the same, the married couple facing one-another. “I...have a gift for you. Offer me your horn.” She bowed her head to do so, and he plucked the magic ring from his jacket pocket, tenderly placing it upon her horn. “You mean everything to me. I want you to know that.”

“Where is this coming from? Of course I do!” Her cheeks pinkened when he kissed her temple.

“Then maybe someday you'll understand what I'm about to do...and forgive me.” He read the markings etched onto the ring, which lit up, as the tunnels came crashing down behind him, a flood of green slime overrun with preserved carcasses spilling down every fissure it could find. He smiled with tears in his eyes, holding her hooves as she screamed and was transported away. With a melancholy smile he closed his eyes one last time, a deadly sea washing over him with a crash.

*****

Fleur landed with a thud on her rump, rubbing it. She'd landed somewhere far from Los Pegasus, but from her vantage on a cliff she could see the Smooze descend on Los Pegasus, thousands-upon-thousands wiped out in an instant. She repeated the words he'd spoke to activate the ring, but it had cracked once its charge was used up, only good to transport its wearer.

She sobbed hysterically, slamming her hooves upon stone, kicking up dust in impotent fury. “I hate you, Fancy Pants! I hate you!” She screamed it over the Everfree Forest below, darkness now starting to swallow up the sky.

She collapsed, wailing, her mane messed up as it fell over her face. She wasn't aware how long the choking sobs wracked her slender frame. But she couldn't lay down and feel sorry for herself forever. She eventually stumbled back to her hooves, sniffling. “I love you, Fancy Pants,” she whispered staring at a newly risen moon. “I'll always love you.”

She decided to keep the cracked ring, clambering down the small mountain. It was possible all her friends in Los Pegasus were dead. She'd have to see out Shining Armor and his forces. Were they still alive, maybe they could put this right.

Picking herself up with a fierce stare, she wiped her eyes and nose, burning with hatred for whoever had caused this. She wanted a shot at them. She'd do whatever it took to put them down and quench her thirst for vengeance.

*****

The overflow of the Smooze had smashed in the vault, damaging or outright destroying most of the treasures stored within. However the most savored prize of all remained unharmed; the Necronomicon. The chains and locks had been shattered, freeing a heavy book covered in stitched-together dried flesh, contorted skinned faces of ponies used to craft it.

Mother cantered her way in, flanked by her closest companions, Sunset Shimmer and Bon Bon. She watched the carcasses of the dead slide across the ruined vault atop bubbly slime, including soldiers on both sides, but paid them little heed on the way to her destination. She looked to the bloated corpse of Fancy Pants, shook her head, and stepped over it without another thought.

He was part of the problem. She'd either end this damned world or set it to rights. “There.” She picked up the black book and held it to her bosom. “The start of this nightmare. And hopefully its end.”

Sunset's heart raced at the sight of it. “No! It's pure evil! Nothing good can come of it!” All kinds of buried memories came rushing back. So many deaths. So much of what she'd loved taken from her forever. She'd died to help stop this!

Bon Bon hit Shimmer with the butt of her rifle, bloodying her lip as she knocked her down. “Hush.”

Mother shook her head, offering a hoof to help Sunset up. “It's okay. I understand her reservations.” She tenderly touched her split lip. “I don't enjoy this, but it's necessary. Starlight Glimmer was working on perfecting her time-travel spell. All I need do is find her formula, used the magic from this book, and I can undo all this. And if I can't...then none of us will suffer anymore.”

Sunset watched her with pale eyes, trying to reason with the former maid. “Foal-Bearer...”

Mother shook her head. “She died a long time ago.” She tilted her head awkwardly to one side, where the nemesis had twisted it around when she failed her, her twin Wet Nurse watching in horror as the sisters shared one-another's pain. “She was weak. Dependent on Cadance to survive and the love of Shining Armor to carry her through the day. All I have left is hate.”

Her cult members raided the rest of what could be recovered. Some magical trinkets, weapons and armor that were enchanted, the dead bodies which could be used for experimentation or spare parts. She moved on with her prize in tow, trying never to look back at the sins left in her wake. Compromise now and it would all be for nothing. She had to stay strong.

Author's Note

Glad to have Trixie Back! :trixieshiftright: And sad to lose Fancy Pants. :fluttercry:

Chapter 4 - Something Old, Something New

Shining Armor's head was still spinning even when they were back on the move. Trixie had agreed to join his entourage in return for his body, bringing Lavender Lace and Fuschia Blush in tow. But most curious of all was the child he'd sired with her. She was unlike anything he'd ever seen; not quite human or pony but something in between.

With a muzzle and horn like a pony, but a figure like her mother's, only much smaller due to her age, he could see traces of himself in the girl, who wore a similar ensemble to her mother, who'd thankfully put on star-covered leotard with the rest of her usual flashy attire. “So this is the father that abandoned us? My name is Beatrix!”

“Original,” replied Diamond Tiara who folded her arms, seated inside Trixie's caravan with the others. There was a heavy treasure chest nearby, a variety of costumes and baubles strewn about, and a large bed complete with star-covered curtains.

“Belladonna Beatrix, one day to be as Great and Powerful as my mother!” She bowed with a flourish.

“Great. Just what we needed. A smaller, more annoying version of Trixie!” Tiara shook her head, the cart bumping as it was pulled along by stallions. They'd hired a few mercenaries with a good reputation to aid them, knowing they could use the help. Thankfully the deep pockets of Capper and now Trixie were helping keep their ragtag crew afloat.

Flurry Heart hovered by the girl. “You're weird!”

“Don't say things like that,” warned Shining. Granted they all agreed, even if none of them said so aloud.

“Sort of reminds me of myself,” admitted Capper who stroked his chin.

“I think you're cool though!” Flurry darted around Beatrix. “So you're my half-sister?”

Beatrix nodded. “Indeed!” She posed alongside her mother like they were about to put on a magic routine. “I'm simply an amateur now, but someday I'll make heaven and earth tremble as I dazzle all onlookers!”

“She's certainly energetic,” said Babs Seed who played with her bangs. “We could certainly use the help!”

Silver Spoon turned the pages, looking over their finances. “We should be set for quite a while. Shouldn't be long before we arrive at the ruins of the Canterlot Gardens. Tree Hugger is said to be pretty reclusive, so hopefully she's still there.”

“I've sent letters to everypony I can think of,” said Derpy who was desperate to get her pals back together.

The procession came to an abrupt stop signalling their arrival at Canterlot Gardens. Shining Armor hopped out, seeing lush overgrowth covered in a variety of exotic flowers, fruits, and vegetables. There were statues everywhere covered in moss, including the smashed remains of Discord who'd returned here when the enemy cornered him, petrifying himself when they were torturing him rather than surrender the secrets of his friends. The Necronomicon had neutralized most of his powers and he'd chosen to destroy himself out of desperation, fearing the harm he'd do were they able to turn him to the cult's side.

Animals gathered from all over the moist grasslands under a dim blue sky. The air was moist and misty. He decided to approach alone, aware that she rarely entertained visitors. “Tree Hugger? It's Shining Armor. Sorry I came on such short notice.”

He trotted in further. Eventually he came upon a marble fountain that tinkled with water, Tree Hugger seated in a lotus position with hooves raised at her sides and eyes closed, surrounded by a number of creatures, including some that once belonged to Fluttershy. “I see him, Mr. Bear.” She cast Shining a warm, crooked smile. “I take it this isn't, like, a social call?”

“Afraid not. I hate to ask this since you seem so at peace here, but we could use all the help we can get. We thought Bon Bon was dead, but...it appears she's been brainwashed by the cult. She...even mortally wounded Gilda.”

“I'm sorry. Didn't know her well, but she was a fellow comrade-in-arms, you know?” She was visibly aged but otherwise seemed just like he remembered; only now she didn't seem so haunted deep down. She'd found an inner peace despite the horrors she'd experienced. He hated to take that away from her. “It's much worse than that, though.”

She patted an empty space beside her, and he took her invitation to sit down, the pair listening to the chirp of birds for a moment, the flutter of butterflies. It was a painful reminder of what had happened to Fluttershy. Finally she continued. “My pals have kept me abreast of what's happening across Equestria. A little birdie told me the Smooze came back.”

His heart nearly stopped. “The Smooze?! But even the enemy wasn't crazy enough to keep that thing around!”

“Well, looks like the doomsday cult is living up to its reputation. Seems they were seen directing it. The worst part is...the Smooze descended on Los Pegasus.” She looked far away into the distance. “Thousands upon thousands were killed instantly. It's unlikely any of them survived.” She was suddenly visibly shaken, recalling past disasters.

“No! Fancy Pants...Fleur...” He'd done so much to rebuild Equestria, while she'd been a close friend of Cadance's, and an incredibly skilled soldier in his service. He snarled. “Damn those murdering bastards!”

“No use getting worked up.” She laid a hoof on his shoulder. “I'll do what I can to help. But you know I've never been, like, much of a fighter, plus I'm pretty rusty.” She looked to her animal companions. “I'd rather none of you came because it's so dangerous, but I know that won't stop most of you. Especially you, Mr. Bear.” She nuzzled him with a hearty chuckle.

He hugged her to his breastplate. “Glad to have you back.” She was weird as ever but that was part of her appeal. They set off towards the caravans, Hugs stopping to grab some stuff including baskets she filled with fresh fruits and veggies, a trail of animals following behind her the entire time. Once more a mare who longed for peace would have to take up a weapon.

*****

Neon slime oozed throughout the wreckage of Los Pegasus, hissing and bubbling, bloating carcasses floating to the translucent surface. The Smooze writhed, growing ever bigger from the flesh it slowly consumed, the dead trapped within in a preserved state, to be dissolved when it needed the substance. They sloshed inside, thousands-upon-thousands.

The cultists barely kept the monstrosity under control. They were perched atop overturned buildings high above the flooded streets, overlooking the devastation. Salty tears dripped down Sunset Shimmer's cheeks. She looked to Bon Bon who stood impassive with a rifle slung on her shoulder. “Can't you remember who you were?”

“Who I was is immaterial. Only what I've become.,” she said with detachment.

“This is pure evil. Nothing could possibly justify all this.” She'd attempted to teleport away when nopony was looking, only for the spell to fizzle out in sparks. She was far too weak after her resurrection to draw upon her old power. All she could do was look on helplessly while one victim after another fell to this living disaster. “Please. Remember who you were!”

“Shut up,” hissed Bon Bon. “I don't want to hear it. I live to serve Mother.” She couldn't see beyond her programming. They had reshaped her into nothing more than a loyal murder machine.

Mother flew over to them with the wings of a pegasus she'd had attached to her, still weak but able to let her glide short distances. She carried the Necronomicon and pressed it to her bosom. “It's okay, Bon Bon. Scout the area.”

With a clipped salute Bon Bon hopped to another vantage point far away from them. In truth Mother hardly needed her to stay on lookout at the moment; she simply wished to speak to Shimmer in private. “Do you think I'm evil?”

The results speak for themselves.” She pointed at the dead that surrounded them.

Mother shook her head. “You think I enjoy this? No. I'm cold but not completely heartless. Not even now. Once this is over nopony will ever need suffer anymore. One way or another...”

“You're contradicting yourself. You don't know who you are anymore.”

“Perhaps. But that goes for both of us.” Whenever another cultist straining to control the Smooze collapsed, she'd light up her unicorn horn, telekinetically pushing the corpse into the slime. These sorts of constant sacrifices were necessary to appease it. To keep it somewhat tame. “The truth is, Sunset, you're the closest thing I have to a friend.”

“Then as a friend please stop this. It's not too late.” She raised her cold hoof to Mother's face, carefully removed the mask, and caressed her warm cheek. Mother's eyes had polygonal shapes in them, like most crystal ponies. “Nopony but us even knows who you are. We could settle back into a normal life, put all this behind us. Equestria is already dying. Why hasten its end?”

“Friendship can't solve everything. Perhaps it never could. That fairy tale world is dead.” She remembered the times when she and Wet Nurse were foals, happily playing in a nursery, sharing each other's pains and pleasures. Without that shard connection she was empty. “What I need to do is find Starlight Glimmer. With her I can manipulate time itself...”

“At least return the Smooze to its imprisonment. It's too dangerous!”

Mother shrugged her shoulders. “I suppose its served its purpose for the moment. I can always recall it later if necessary.” She opened the Necronomicon, trying to parse the alien words with little success. “Perhaps you can read this?”

Sunset tried to resist, knowing it was sheer a malevolence, but the tome had a certain compulsion, promising to fulfill the deepest wishes of whoever read it. Her lips seemed to move on their own, translating a spell, the markings lighting up with a subdued hiss. Suddenly the fabric of reality itself seemed to bend and twist in one portion of Los Pegasus, a portal opening wider-and-wider, showing the parallel world where she had lived as a human and made so many wonderful friends.

She watched in slack-jawed horror as the rift sucked in the Smooze, which slurped and sloshed, the tsunami of slime vanishing as the tear in reality closed completely over it. “No! Celestia, no!” Already she could picture the abomination devouring that world. Worse still they lacked much in the way of Equestrian magic to fight back. She'd unintentionally doomed them all.

She collapsed and wailed helplessly. The Necronomicon had used her as an unwilling conduit, attempting to seek out the most powerful mage it could find, so that it might thoroughly corrupt before it ultimately destroyed. Around her the cultists collected the stray dead left behind to be sacrificed or used in experimentation. Once more she was helpless to intervene.

*****

It was a long trip to the massive graveyard of heroes, a monument to those fallen in the last major conflict. The procession headed there without pausing unless necessary, Shining Armor determined to make good time now that he knew just how much was at stake. He wasn't certain how many days passed before they made their way there.

Tombstones that numbered in the thousands dotted the hilltops. And at the center sat a monumental statue carved from marble in the likeness of Spike after his transformation by the enemy, a three-headed dragon that utterly dwarfed the average pony. From the last moment they'd parted ways, Rarity visited the area every day, unable to simply let sleeping dragons lie.

He stalked up seeing the sleeping beauty beneath the main head of the beast. He told himself Spike wasn't responsible for the genocide of his citizens, the death of Cadance and the real Flurry Heart, but despite Spike's heroics in stopping the Necronomicon, he couldn't help but feel ambivalent when he saw the image in his likeness.

“Rarity?” She stirred slightly at her name as he stood over her, casting a long shadow. “It's Shining Armor.”

She jumped up, threw her hooves around his neck, and hugged him. “I've missed you.” She was wearing the heart-shaped fire ruby on a necklace, something she only took off when she bathed. “Who else is with you?”

“Mostly friends you haven't met. We lost Gilda.” They shared a moment of silence. “Derpy's with me. Redheart, Trixie, and Tree Hugger, too. And someone who claims to be an old friend of yours?” He shot a look at Capper who hid behind a gravestone.

Capper popped out with a wave of his paw and a toothy smirk. “Hey there, beautiful. Long time no see!”

“Capper?!?” A rare warmth lit Rarity's tired features. “I thought you were dead!”

She nearly tackled him, and he gently wiped her tears, chuckling. “Leave it to me to leave a lady in tears.” He stroked her tresses, kissing her cheeks. “I was almost done in.” He stared at the Spike statue, recalling the day when the dragon had torched his airship, wiping out his crew. “Long story short, Equestria's in trouble. Will you help us?”

Rarity looked back at the memorial. “Of course. I...can't lament my fortunes forever.”

“The years have been quite kind to you,” said Capper who traced her chin. “Lovely and radiant as ever.”

Rarity flushed and reflexively batted her lashes, then frowned, feeling ashamed like Spike could still see her. She told herself he was dead, that she was supposed to move on, but her heart wouldn't believe it. “Pinkamena?”

On cue the pink mare popped up, seated atop the statue with a wide smile, mane and tail now permanently straight. “Hey there! Embarking on another end-of-the-world scenario? Count me in! It's gotten kind of boring here, anyhow! No offense, Rarity!” She slid down, a sword suddenly somehow clenched between her teeth, landing with unbelievable grace.

Rarity cantered up to the wagons. “Babs Seed? Oh, Diamond Tiara, Silver Spoon.”

The latter pair suddenly looked shame-faced. “Sorry,” mumbled Tiara who avoided her eyes. I know we used to bully-”

“Think nothing of it. That was a long time ago. It's obvious you've done your best to honor the legacy of the Cutie Mark Crusaders. They would be proud, I'm certain. Sweetie Belle had such a big heart.” Tears formed in the corners of her eyes. She thankfully hadn't seen her little sister die, just another victim of a purge carried out on Ponyville.

Silver Spoon bowed and used her cape to feign a curtsy. “Thank you, Lady Rarity.”

She smiled. “Just Rarity. Although I do like to think of myself as very lady-like.” Taking a moment to embrace each of them, she made her way to one of the carts, stopping to stare at Flurry Heart. “My, you've gotten so big since last I saw you!”

Flurry cheerfully darted about. “And you're much older! Oops, um, sorry!”

She tittered with a hoof raised to her mouth. “It's true. Older but not much wiser I'm afraid.”

Babs said, “So where to now? Who else can we recruit who's nearby?”

“I may know a place,” said Rarity who thought it over. With a nod Shining Armor consulted his map, showing it to her. It had been purchased by Capper and was now well-marked with possible leads. From the letters Derpy regularly exchanged with her former pals, they knew the likely places where they might be. Thankfully none of them but Fancy Pants and Fleur de Lis had been in Los Pegasus during its fall. They set out determined to reunite with everypony possible.

*****

Baltimare had been rebuilt to livable conditions, or at least what passed for them, now that it had become a slum, frequented by scummier mercenaries and other low-lives. Trash littered the streets. Graffiti was scrawled over walls slick with piss, feces, and vomit. A number of criminals chose to hide in this den of sin, where a pimp and prostitute seemed to line every corner.

Every time Flash Sentry went to a local dive bar he wondered what had happened to this place? Oh yeah. End of the world. He sat at a stool, taking a swig from a mug filled with beer, his chin scruffy with an unkempt beard. He'd smack the rumps of the sexier serving wenches that passed by, slurring his words as he tried to hit on them. “Hey there...” He hiccuped.

Some liked to play along, but he'd lost count of the drinks poured over his head or thrown in his face. Thanks to a healing elixir from Sunburst he'd at least been able to recover his lost wing, though it had always been a smidge weaker as a result. “How 'bout a lap dance?” His vision blurred as he almost passed out for the tenth time this night.

The interior resembled a saloon, complete with double doors, a piano where a particularly delectable mare in a saloon barmaid outfit, making her wonder if she double as a hooker and how much she ran for. He reached into his pouch to count his bits, several of them rolling across the dirty floor. “Damn...” He crawled to recover them, slamming face-first into a tasty muff.

“Oh,” cried Rarity who blushed and spun to face him. “I figured you'd be here!”

He smiled weakly, trying to sober up. He'd unsuccessfully hit on her a number of times in the past, he and Nurse Redheart falling out since he couldn't help but constantly flirt with other mares. Not that she expected him to be totally loyal in a time where mares outnumbered stallions to such an insane degrees, but he'd failed to respect the boundaries she'd set.

“This isn't the place for a lady.” He took her hoof and sloppily kissed it.

“No need to be concerned there. I'm not alone.” She nodded to Shining Armor and Capper who were carefully keeping watch in case some stallion decided to make a move. Thankfully most of them were busy drinking, smoking, playing cards, and watching the barmaids like him. “You look terrible, darling. Come with us, I'll give you a makeover.”

“Come with you? Why? I left that life behind.”

“We were like brothers,” reminded Shining who studied him with barely contained disapproval. “You were one of my best soldiers. We could really use your help. It's been a terrible tragedy. Fancy Pants and Fleur de Lis are likely dead.”

“What? No.” He grabbed his mug to take another drink, his hoof shaking as he squeezed, until it shattered, leaving a bloodied mess he barely noticed. “Fleur...she was wonderful. She whipped my sorry butt into shape.” He let Rarity take his hoof, using a silk napkin to wipe up the red mess. “Count me in. I'll make sure whoever is responsible pays!”

“Glad to have you,” purred Capper, recognizing a fellow player.

“We're looking to put the old gang back together,” explained Shining. “We lost Gilda too, but the cult has resurfaced in force, and it looks like they've turned Bon Bon to their side. Seems she hadn't died after all.”

Flash took a moment to take this all in. “Lucky you, another old friend happens to be here. Not sure she'll help, though. You know how reclusive Time Turner is these days. I've stopped bothering her since she's tucked herself away on the outskirts of town. Doing more experiments and observing the denizens, I guess. She even keeps her hideout a secret from Derpy.”

He paid as much of his tab as he could, not intending to return, and with a shrug Capper paid off the rest, Flash setting out from the saloon and leading them through the unnaturally dusty town. They headed to the borders of Baltimare, through clouds of thick dust, following an uneven path until they came upon a lone shack in the middle of nowhere.

He knocked a couple times, waited, then rapped harder and more insistently. “Time Turner, it's Flash Sentry. I know you're in there. Stop being so immature. That's supposed to be my thing! Besides, your friends have come a long way to see you! Shining Armor, Rarity, Pinkamena, Derpy...” He rattled off names they'd shared on the trip here. “We're not going to leave!”

After a few moments the door creaked open. They entered and to the surprise of everypony but him, since he'd been inside before, the interior was much larger than the exterior. Inside was a rather pristine laboratory filled with equipment and schematics. A blonde mare was seated at a table. “Well, hello there!” She waved at them.

“I know your time is precious so I'll cut to the chase,” said Shining who stepped forward. “We need your help.”

“I've turned away from the reckless lifestyle. Burned through so many bodies in a short amount of time. Probably don't have more in me. Better that I work my experiments here to improve Equestria. I've almost perfected a time machine...”

He doubted that but knew better than to challenge her. She'd just use all her obscure knowledge to make him look like a complete fool. “Please. You don't have to take to the field. Just lend us whatever aid you can.”

She twirled her wand-like sonic device, thinking it over. “I suppose there isn't much more I can accomplish here. Maybe it is time I traveled again. Derpy's with you, right?” He nodded. “I'd like to see how far my companion's come!”

She directed them to help her collect her equipment, unwilling to leave anything behind. Within the hour they had loaded up the wagons with what appeared to be junk, but she assured them was vital. Afterwards she pointed her device at the shed, put it on full charge, and let the vibrations blow it to smithereens. They set off into the dusty badlands with the sun hanging overhead.

It seemed somepony was still lowering the sun and moon. Perhaps even the cultists. Companions old and new continued to acclimate to their new circumstances, his forces ever growing in numbers and resources.

Author's Note

Sorry there's very little that's clop in this chapter since I wanted to help move the plot along, hopefully there will be a decent amount next chapter!

Chapter 5 - Something Borrowed, Something Goo

No matter how many ponies he helped, Sunburst struggled to think he'd made amends. At least he no longer believed himself a monster. Instead he simply felt empty. Starlight Glimmer offered him all the warmth she could, but even his lovemaking was mechanical, something he took little joy from other than that he could make her happy. And these days he couldn't even manage that. She didn't complain about his detachment, but he could hear her cry sometimes, when she thought he was asleep.

Instead they tried to bond over his alchemical experiments. He'd tried to replicate his healing elixir formula with less rare ingredients to limited success. They traveled in a wagon Fancy Pants had offered them, beaten up over the years, as they had traveled the continent a number of times. Their rig had machinery specially built into it so that they didn't need horses to pull them; the pair usually preferred to travel alone. Tune ups could be expensive, but between their skillsets bits were easy to come by. He poured over beakers filled with bubbly, fuming liquids, studying them over his small spectacles.

“Hey Sunburst.” She laid a hoof on his shoulder. “Ready to come to bed?” She knew it likely wouldn't lead to sex unless she initiated it, but at least she could bask in his company. He had no problem snuggling her, after all.

“I suppose so. I love you, Starlight.” And it was true. He loved her much as he was capable. But it sounded hollow. His term as Pestilence felt like it lasted a lifetime. It had overwhelmed his identity and all but snuffed it out.

She looked to the blackboards where she wrote out a number of schematics and formulas, including repeated attempts to perfect a time-travel spell that wouldn't eventually unravel reality. He'd repeatedly warned her to abandon it like so many others, knowing the potential consequences, but she was more desperate than ever to somehow reverse all this.

“The old me is never coming back,” he said staring at the writings with her. “You need to accept that.”

“Huh? Uh, that's not what I was thinking at all!” She laughed unconvincingly. “Come to bed, okay?” She trotted into the connecting room where a wide bed was laid out for them. He dimmed the lights and followed her in.

She suddenly crushed him to her bosom, kissing him fiercely and biting his lower lip. “Mmmm,” she moaned. She dragged his hooves over her buttocks, and he rubbed them in circular motions, trying to remember how she liked to be touched.

The bed creaked when she pulled him atop her. “Rut me like I'm a filly in heat for the first time,” she hissed trying to seduce him any way she could. She grunted, forcibly pulling his partially erect penis into her, and he obeyed her wishes like always, masking his usually neutral face with a fierce expression when he drove in-and-out of her wet cunny.

“Oh Sunburst,” she cried locking all her limbs about him. She was choking back sobs, faking happiness, but their intertwined bodies responded anyhow, a wet pool forming beneath them while they made love. “Screw me harder! Pound me senseless!”

He grabbed her mane and tossed her onto her belly, trying to take charge like she always wished. She bit a pillow, feeling him stretched her out, his curved stallionhood driving so deep it threatened to rip into her cervix. “Mmmph,” came her muffled cries, one hoof upon her head and another on her ass while he fucked her with all the strength he could muster.

Outside the caravan a small army of cultists moved in under Mother's directions. She knew how dangerous the pair were. One bad mistake and it could turn ugly quick. Starlight was perhaps the most powerful mage left in Equestria, especially since Sunset Shimmer was a shell of her former self, and Sunburst could weave potions that had once put down entire companies of troops.

Their members carried curved knives laced with a poison that paralyzed the victim. With this they could barely cut their prey, render them helpless, and capture them for use as sacrifices or guinea pigs for experiments. Sharpshooters were also trained on the area, hiding amidst the trees, the night sky almost completely black save for a pallid moon and trails of mist in the forest.

“Everything's in place,” stated Bon Bon who kept her rifle trained.

Mother nodded once. They could see the silhouettes of the couple copulating from a window. “Do it.”

Bon Bon took aim and started to squeeze the trigger. “No!” Sunset was still weak, but she threw her entire body-weight into the sniper, throwing her aim off as they toppled. The shot rang out with a loud bang. A scream sounded, glass shattered, and blood splattered Sunburst, a high-powered bullet meant for Glimmer's head ripping through flesh-and-bone of her shoulder instead.

“Damn you,” shouted Bon Bon who smacked her with the butt of the gun. A crack sounded as she busted her lip.

Sunburst immediately sprang into action, diving back into the lab, and grabbing what potions he could use as a weapon. He hated to abandon his lover but guessed this was the best option to save their lives. Starlight's horn glowed and fizzle, trying to cast a spell as she writhed in agony, screaming and crying from the gaping hole torn into her.

The rage he felt at seeing that was the most life he'd felt in years. “Die,” he stated tossing a smoking bottle at the caravan's main entrance, the robed figures that burst into confronted by tendrils that rose when the liquids made contact with the floorboard, constricting around the ponies and crushing them into a messy pulp. He chucked another one further outside.

Mother pointed a hoof and the hybrids moved in. The bizarre fusions of ponies, griffins, dragons, animals, and tentacled aliens rushed in with guttural noises, hopping past the vines that arose, bounding towards their prey with slobbering jaws wide. “Take them alive if you can! However, what's most important is that their formulas are claimed!”

With their knowledge her resources would increase a thousandfold. She'd likely finally be able to read the Necronomicon's bizarre words, despite the fact that she'd never been a magician. A pained howl sounded when the hybrids made their way into, Sunburst crumpling under their combined assault, jaws sinking into his flesh and tearing at it until he fainted.

She moved in and placed the one neutralizing ring she had on Starlight's horn, ensuring she couldn't use a spell on her later. The cultists made small cuts on the couple, paralyzing them with the toxin for capture. A part of her wanted to terminate them now because they were so dangerous. They might get lucky and turn the tables on her later. On the other hoof their was so much information to be gleamed from them, stuff they probably hadn't written down and could be lost forever. She had to be sure.

Within the scattered notes she discovered something familiar; the diary of her twin sister Wet Nurse. She picked it up and clasped it to her breast, eyes watering from memories she attempted to bury without success.

*****

Tracking down Starlight Glimmer and Sunburst was difficult since they were constantly on the move and rarely entered civilization unless they needed to. Therefore Shining Armor decided they'd have to forego them for now. He wasn't entirely certain where to find their remaining potential recruits either, but luckily that news arrived with a letter tossed before him.

“I found them,” chirped Derpy who'd already opened the envelope and scoured its contents. “They're in Ponyville!”

He sighed wishing he'd decided to stop their on the way. Not that any of them could have known. They'd have to waste time doubling back. He wasn't certain all the forces in the world could stop a threat like the Smooze anyhow. No, his force was gathered to smoke out the cult and hopefully stamp them out for good. “Thanks. You've done well.”

She beamed and fluttered at his praise. “Y-you're welcome, Mr. Shining!”

“Just Shining will do.” He smiled back oblivious to her crush. Would Lyra be any help anyhow? She'd been devastated after Bon Bon's death. How would she react learning her lover had become a killing machine for their enemies? “Let's move out.”

Capper saluted. “Aye aye, captain! You were a captain once, right?”

“I suppose I still am.” He forced a tired smile. “I...must attend to personal matters.” Trixie and her sidekicks would be waiting for him. They'd fuck every night until he was finally exhausted. Part of him thought Trixie was a terrible mother with the way she influenced their daughter; but he had to admit it was clear she cared about Beatrix Belladonna in her own strange way.

None of them were aware Flurry Heart and Beatrix Belladonna had set up their own alchemy lab in a supply wagon that usually went untouched, doing experiments with potions that fizzled and occasionally blew up in puffs of colorful smoke. The former darted about the cramped interior in flight, while the latter hummed, the glowing potions reflecting off her wide eyes.

With a raised eyebrow Beatrix asked, “You really think it will work?”

“Of course! Maybe? Can't hurt to try!” She beamed wide.

“I don't know about that, but like mother says, nothing ventured! Time to become Great and Powerful too!” They'd tested the elixir on a few small animals they'd captured, seeing them experience a growth spurt in a short amount of time. She gulped hers down, and Flurry did the same, the noxious liquids sloshing down their throats. “Gross, but I can't complain!”

It would be sometime before they saw the potential results of their labor. In the meantime they would mix up some more concoctions, practice their magic, and run about playing all the while. Neither of them had really had a close friend their age before, Beatrix mostly because her mother was always on tour. They'd quickly formed a close sisterly bond.

They took their games outside the caravan, standing atop it as they played tag. “They're adorable,” said Silver Spoon who was seated in a rocky cart. “Reminds me of our foalhood.” She continued to turn the pages that laid out their finances, doing the necessary thankless work nopony else would. “It's a shame those carefree days are never coming back.”

“They were overrated anyhow,” lied Babs Seed who spat to one side.

“I certainly miss them. Even the bad times seem okay now,” said Diamond Tiara who was wistful. “The truth is I'd trade all my wealth to have Apple Bloom, Sweetie Belle, and Scootaloo back.” She leaned her chin on a hoof, staring into the distance.

“Aw, that's sweet. But I know what you mean,” said Babs who punched her shoulder.

Tree Hugger wandered their way, surrounded by a bunch of animals like usual, including some birds perched on her shoulders. “Hey there.” She lit up a joint, took a puff, then passed it between them, each taking a drag. She chuckled when Silver Spoon coughed. “Easy now, chickadee. It's, like, an acquired taste. Should help you all relax, you know?”

“Sure, sure. Used to sneak behind my father's back and light one up all the time,” bragged Tiara. “Silver Spoon here was too much of a square to try it then, though. Afraid it would make her stupid or some nonsense like that.”

“Potheads have a reputation for a reason,” emphasized Silver. “Um, no offense. You seem quite nice.”

Tree snickered. “None taken. Not to humble-brag but I like to think I'm smarter than I look. I'm comfortable with myself, at least. Want me to teach you some meditation techniques? You three seem pretty tense, you know?” She directed them all to sit in the lotus position and their hooves locked. She'd mastered herself to the point where the cult couldn't brainwash her anymore.

Towards the back Rarity sat in a wagon she furnished with finery, missing the comforts of her former life. But she'd trade them all to have her friends back. At least Pinkie Pie was still alive...if terribly altered forever. Pinkamena hopped down beside her, placing a hoof under her chin and turning the fashionista to face her. “Cheer up, Rarity! We're all back together!”

“Almost. We're still missing a few.” She clasped a hoof about the fire ruby, which she drew strength from whenever she felt down. Which was quite often these days. At least seeing some old friends made her a little happier.

Sh e lowered her eyes shyly when Capper hopped from wagon-to-wagon, practically dancing as he weaved his way over. “Evening, ladies.” He bowed with a flourish, taking their hooves and kissing them.

“My, isn't he charming!” Pinkamena mimicked Rarity's voice, raising a hoof to her head and pretending like she'd faint. “Please prince charming, come and sweep this poor damsel off her hooves!”

Rarity nudged her companion. “It's wonderful to see you. Really. I feared the worst.”

“Understandable under the circumstances.” He looked aside at the passing forest, the moon silhouetted by Flash Sentry, who flew with the other pegasi in formation to guard the procession. “You're lovely companion is correct, however. I'd love to sail the skies again romancing such a lovely mare. Perhaps I'll have the fortune necessary to rebuild my airship one day!”

Pinkamena titled her head. “Can you believe this guy? He's a total player! He's already banging the Cutie Mark Crusaders, tried unsuccessfully to get with Redheart, and it won't be long before he tries his paws with me and Tree Hugger too! I'm sure the only reason he hasn't gone for Trixie and her sidekicks is because they're already taking Shining's sausage!”

“Pinkamena Diane Pie! Don't be rude to our guest!” But she knew her friend wasn't wrong. She didn't expect anypony to be totally loyal in a world gone made, where mares now outnumbered stallions even more than ever, but could she really give her heart to somepony that treated her like another warm hole? “Why not sit with us?” She patted an empty space.

Capper slid in between them, wrapping his furry arms about their shoulders. She laid her head on his slender chest, starting to drift off to sleep. She hoped Spike wouldn't mind. It was so terribly lonely these days and it's not like she planned to sleep with him. All she needed now was somepony to keep her warm and remind her life was still worth living.

*****

Fleur de Lis had scavenged the Everfree Forest for food and water, living off the land while she searched out civilization. However what she hadn't expected to stumble upon during her trip was the cult itself. She'd arrived at the aftermath of the attack on the mechanized caravan, took shelter far from the action, and cautiously spied on their latest work.

She had to be careful. Bon Bon's ears twitched on occasion, and she'd scour the area with eagle-like precision, certain somepony was out there, only to decide it was probably some wandering animal. The badly wounded and unconscious bodies of Starlight and Sunburst were carried out by the black-cloaked figures, surrounded by hybrid monstrosities.

Lastly came another mare with a porcelain white mask, a horn on her forehead, and wings on her back. An alicorn? Impossible. Flurry Heart was the sole one left alive. She supposed this pretentious tryhard must be their leader.

Her hackles rose, tempted by the insane urge to rush in and assassinate her, but she knew that would be suicidal. Not that she wasn't willing to die, but there was no point in throwing away her life when she'd likely be cut down before she even reached this monster. She clenched her teeth, reminding herself to be patient. She'd track these cockroaches to their lair.

She looked to the unconscious form of Sunset Shimmer, scarcely able to believe she was alive, either. However from her pallid color she was apparently in a terrible state. She thought about rescuing her, but she was tired from her travels and short naps in the dangerous wilderness, plus one lone soldier no matter how skilled could hope to evade so many armed targets.

Bon Bon said, “Should we burn the caravan?”

Mother tilted her head while considering. “No. We can use it. It appears easy enough to work.” She trotted back inside, experimented with the controls, and the engine roared to life, the machine buzzing and vibrating, almost like it was alive.

A number of the cult members piled in, while others rode atop, or upon the hybrids, which trailed at the sides when the wagon set off. She followed from quite a safe distance, taking shelter behind the trees, in one of those rare moments when she cursed her beautiful white coat which made her stand out in the gloom. Whatever it took, she'd avenge Fancy Pants.

*****

After a few hours Mother finally pulled the wagon to a stop by a pond. The moonlight which shone off its pristine surface was a rare reminder exquisite beauty still existed even in this broken world. She took a bucket from the wagon, scooped up water, and splashed it upon Sunburst and Starlight who she had tied down with tendrils from one of his potions. “Welcome back to the world. Such as it is.” She paced around them. “How ironic the very toxin you discovered is now used to paralyze you.”

She'd used the lowest dose possible, leaving their bodies limp, but still able to speak. He asked, “Who are you?”

“I'm not sure you'd recognize me. But I suppose it doesn't matter.” She removed her hood, mask, and cloak, revealing a many-hued crystal pony with her mane cut into a bobcut and polygonal irises that were barely discernible. “I used to be titled Foal-Bearer. My twin sister Wet Nurse and I served under Princess Cadance and Shining Armor.”

“So a crystal pony survived after all,” he said. “Fascinating.”

Starlight scoffed. “If you're the last of your kind they're better off extinct!” Mother walked slowly over to her, took a short look at the bloody open wound from where she'd been shot soaking through the heavy bandages she'd applied, and ground a hoof into it, making her scream and tear up. She looked upon Glimmer with contempt, finally withdrawing and leaving her panting.

“I'll get to the point. Your aid in return for your lives. Specifically, your time-travel formula.”

She struggled to roll her eyes. “Obviously I've never been able to perfect the equation, you nimrod!”

“Of course. But perhaps with the right aid...” She brandished one of the books in her hooves, the Necronomicon, which made Glimmer's eyes widen in horror. “Perhaps drawing upon kits secrets will help you complete it.”

Starlight instead stared at Wet Nurse's diary. “Your sister saved my life. She died for the sake of Equestria. You think she'd like any of this? Wet Nurse was a kind soul! She's nothing like you! She'd be ashamed of you!”

“Shut up!” With her free forehoof Mother slapped her across the face. She turned to Sunburst. “You'll help, won't you, Pestilence?” She nodded to Bon Bon who pressed her rifle to the side of Glimmer's skull.

He studied them with a neutral expression. “Do it, then. Kill her. Our lives for Equestria? Gladly. I won't be coerced.”

“Ever pragmatic, eh, Pestilence? I doubt pain alone could motivate you. There are certain methods I'd rather not employ, but you leave me little choice.” She looked to the hybrids. “You know what to do. Show them how my predecessor punished unruly mares.” Slimy tentacles covered in sticky suckers arose from the backs of the malformed beasts.

Starlight shuddered. “What do you plan to do with those...?” But she already knew and shuddered. The one they deemed their alpha took the lead, its body that of a dragon's, with the beaked head and front claws of a griffin, wings that were both leathery and feather upon its muscular back. It hovered over her, breath hot and leaking drool. “Celestia, no...”

Twin shafts that were ridged on the bottom arose from its sheath, already leaking a steady stream of precum, ready to violently mount its latest bitch. It grabbed her mane, flipped her onto her belly with a thud, and laid its nails upon her back, lining up with her holes. She shrieked when it forced the cocks inside, spreading her fuckholes wide open and hammering in.

Tears streamed down her cheeks, as it ground its hips and thrust again-and-again, claws raking over her back and buttocks, leaving thin red lines. Its beak bit into the nape of her neck, making her submit to its domination. Not that she had any choice since her body struggled to move. She avoided Sunburst's eyes, overcome with unspeakable shame.

He tried to keep his face blank rather than let their enemy win. The beast extended its numerous tentacles which arose from holes in its sides, a pair of them wrapping around her bouncing tits, closing their suckers over them with a pop as they started to suckle away. “Mmmph,” she cried as one slipped into her mouth and tunneled deep down her throat.

Another one wound around his lower penis, helping tunnel into her moist cunt, smaller tentrils arising from the extension. They spread open the dripping surface of her cervix, burrowing all the way into her womb, tracing the slick walls of her uterus. She tried to bite down on the intruder rapidly face-fucking her, but her teeth couldn't penetrate the rubbery protrusion.

The creature howled as it bottomed out in her one last time, all its invaders blowing their payloads at once. Cum oozed from her nostrils and around her orifices, her belly swelling as splash-after-splash overfilled her to the point she feared she'd pop. Worse still was the strange effect its semen was having; at first the pain outweighed the pleasure by far, but now that transformed into unbearable euphoria despite how much she tried to deny it. Once it eventually withdrew her eyes rolled into her head, and her tongue lolled out, a whorish moan escaping her as she squirted again-and-again as her back holes convulsed.

“That was merely the first,” said Mother as the alpha wandered off. The next in the line moved up and took its place, this one more griffin than drake, but with a pair of cocks of its own, driving into the blissfully dulled Glimmer. The creatures were prepared to run a train on their prey. “Their seed had been transmuted to be filled with aphrodisiacs. Particularly the potent ones from their tentacles. Most mares break after being inseminated several times in rapid succession. How long will she last?”

“Stop,” murmured Sunburst who was unable to bear the idea her brilliant mind would be shattered. “Stop this!”

Mother cast him an empty smile. “So you do still have a heart, Pestilence.”

He closed his eyes. “I'll work with you. Just...don't harm her anymore.” His life meant little to him. But Starlight? He loved her, much as he was able. So long as she survived he was convinced they'd eventually find a way out of this mess.

With a wave from Mother the creature reluctantly withdrew, cumming upon Glimmer's back and shapely buttocks. She took one of his healing elixirs, opened it, and poured the contents over Star's wound, which quickly sealed up from the miracle drug.

After she bathed and fed the couple, they set off again, headed back towards the Crystal Empire's ruins. Unbeknownst to them Fleur continued to trail the machine, more determined than ever to stop them after seeing such brutality. She shook away thoughts of what happened to Fancy Pants, still wearing the cracked ring he'd given her as a parting gift.

And atop the devastation of Las Pegasus the air shimmered and pulsed. Cracks sounded as the walls that divided realities began to break down. Fractures in the air oozed out a neon green ooze as the Smooze started to rather slowly make its return from that parallel world, far larger than ever from the innumerable human corpses it had now consumed.

It leaked out in steady drips, sizzling and fuming, refusing to be confined. The dying Equestria would be its next victim...

Author's Note

Hope the clop here made up for the lack of it last chapter! Poor Glimmer... :applecry:

Chapter 6 - Secret of the Smooze

For quite sometime Ponyville had been a lawless hellhole, riots running rampant across fiery streets, opposing groups of mercenaries and slavers moving in, attempted to claim the area as their own. Aided by Fancy Pants' numbers and resources, Shining Armor and his force had managed to take it back, and now it was once more a relatively peaceful settlement, rebuilt over the last few years. It had returned to a hub for tourists and trade, now a mixing pot with other species.

Vinyl Scratch and Octavia had returned to their old home, brining a grief-stricken Lyra with her, hoping to cheer her up as they put on concert-after-concert which pulled in attendees from all over. Darkness started to fall over the open-air venue, stars twinkling above and the moon suspended in place, neon lights flashing from the stage and speakers booming an erratic mix of electronica and classical music fusion as the musicians came together in a frenzied harmony.

Behind them were a bunch of dancers they brought with them whenever they toured. She recognized Pacific Glow, Flitter, and Cloudchaser, with a bunch of other lovely mares decked out in glow-sticks and other such flashy trinkets.

Lyra watched from the front row, trying to smile amidst the cheering crowds. Actually she adored their music. However it had been hard for her to take much joy from life since Bon Bon's loss. Her lover had given her life to save her, grabbed by a bunch of cultists, stabbed over-and-over.... She shook such morbid thoughts away, eyes watering from the explicit flashbacks.

She sat on her haunches back in the chair, munching on caramel popcorn and slurping down soda from a straw. She raised a hoof and cheered as they finished another performance with a bow, doing her best to provide morale. The dancers continue to gyrate into a sweaty frenzy while Vinyl and Tavi retreated behind the curtains that led backstage.

She hopped down, nodded to the security guard stallion who moved aside, and slipped back there too. The dressing room was open so she let herself in, and Tavi was sitting atop the dresser with a mirror, her thighs parted while Scratch knelt and lapped messily at her pussy with a slurp. “Oh,” said the cellist with a blush. “Hello there, Lyra. Don't mind us!”

Lyra shrugged. “It's nothing Bon Bon and I haven't done a thousand times.” Every time she mentioned her lost love the mood immediately went dour. Normally Tavi would have stopped instantly, embarrassed to let anypony see her perform, but this time she buried her hoof in Scratch's wild electric blue mane, pushing her muzzle deep into her cunt as she ground hips into her.

Seeing that Vinyl's tail had lifted high with arousal, inviting her as her cute asshole and slit lay exposed, Lyra slid behind the DJ, tracing her tongue back-and-forth over both holes. They'd invited her into their bed despite initial reservations from Tavi, hoping their company would help heal her wounded heart. She seemed to greatly relish the sex, at least.

Another knock sounded outside. “Derpy's here to see you,” came the guard's voice.

Octavia winced. “Should we...stop?”

Vinyl drew back, her thoroughly met muzzle filled with thick strands of marecum and saliva connecting her snout to Tavi's glistening vagina. “Fuck no! She's seen it all before! We're all friends here! Come on in, Derpy!”

Derpy fluttered in, uneven eyes trying to meet the floor as she pinkened, seeing Lyra and Vinyl slurp away. “Uh, hello.”

Tavi waved back with equal embarrassment but knew her lover wouldn't stop her ministrations. “W-welcome back, D-Derpy.” Her nethers quivered to the point her hindlegs quivered and kicked. “H-how can we...fuck,” she cried with unusual vulgarity when her partner suddenly sucked upon her swollen clit, marecum splashing over the futuristic shades, face, and into her mouth.

“It's like I said in my letters, Miss Octavia. Shining Armor needs all the help he can get. The Smooze has come back. It already wiped out Las Pegasus. We probably lost Fancy Pants, Fleur de Lis, and so many other wonderful ponies...”

The DJ licked her lips. “Who'd be stupid enough to release that thing? Even our nemesis knew that monstrosity was too dangerous!” She rolled onto her back, hoofs wrapping around Lyra's head to drive her snout into her love tunnel. “Or maybe the seal placed on it finally broke? Whatever. Looks like you'll need all of us for this one!”

“There's more. Um, the cult's really on the move again. And we spotted Bon Bon with them.”

A yelp sounded as Lyra bit the DJ. “What?!” She spun to face her, mouth still stained in female excretions, not that she cared about that at the moment. “Impossible! She's dead!” Her eyes watered. “Besides, she'd never...”

“Well, uh, we think they've used bad magic to bring her back. And that they've meddled with her head to make her serve them.” She nibbled on a hoof. “Bon Bon could be really tough, but she'd never do anything like this!”

The DJ panted, rubbing the bite mark on her vagina. “It's certainly possible.”

Tavi nodded. “Count me in. Bon Bon deserves to rest in pace. She saved our lives.”

“I'll find a way to bring her back,” said Lyra. “I promise.”

*****

The cult continued its journey to the Crystal Empire. However they were forced to stop and occasion, and while Fleur feared she'd lose them, she slipped away in a mad dash, knowing that Ponyville was merely a few miles from their position. She'd intended to merely warn the citizens there and hopefully seek help. She'd never anticipated Shining Armor's entourage would be here, and seizing on this stroke of luck, she rushed over to the line of wagons parked on the outskirts.

“Open up,” she called rapping on a fancy wagon. “It's Fleur de Lis!”

The door opened and Capper popped out. Oh my, who is this luscious beauty?” He looked her over with a poor, her mane wild and her coat stained in a sheen of perspiration, which he found quite enticing in its own way.

“Never mind that! Where is Shining Armor?! The head of the cult's nearby!”

Overhearing her shouts, Shining Armor galloped onto the scene, his latest recruits rushing behind. “What?! Really?! Everypony, sorry I promised you some rest, but we can't miss this opportunity! Let's move out!” Fleur kissed his cheek and he cast her a tired smile. “I'm so relieved you're still alive! Fancy...?”

She shook her head, bristling at the haunting memory. “Let's make those responsible pay.”

Within moments they were back on the road, and Fleur plucked the well-marked map from Capper, pin-pointing a rough approximation of the cult's last location. “They have Starlight's and Sunburst's mechanized wagon, so they'll be able to outpace us! Move as fast as you can!” The stallions that pulled the procession strained to obey, tired after hours of work with little rest.

Knowing they couldn't afford to waste a second, Shining told the mercenaries to relieve them, and when they grumbled Capper offered them a sizable bonus, which made them rush to obey. The carts were hastily pulled down the roads back into the Everfree. The party prepared itself for the assault, determined to stamp out the enemy with finality.

They bounced down the roads, most of them out in the open, rifles and bows with knocked arrows at the ready. Babs Seed balanced in explosive atop her hoof, ready to chuck it at the first sign of a fanatic. “Remember,” said Silver Spoon. “They've captured Starlight Glimmer, Sunburst, and apparently...Sunset Shimmer?” She found that hard to believe.

“Yeah, yeah, I'll be careful not to hit them,” said Babs.

Diamond Tiara narrowed her eyes in determination. “They'll be sorry they ever crossed us!”

Below them a steady thump could be heard, not dissimilar to when they met with Capper each night. Indeed the con artist was busy inside his sensual lair, claws gripping around Tree Hugger's meaty thighs and buttocks, slamming her back into the wall with each thrust. She locked her limbs around him. He sucked on the joint she'd passed him while she puff on something far more powerful, wisps of smoke escaping her nostrils, her eyes bloodshot and her maw twisted in a dopey smile.

“Don't hold back, man. Cum inside as many times as you like. Don't think you can knock me up anyhow, you know?”

He decided to take her up on that challenge, as he'd came in dozens of mares to no results. Not that he minded unloading his seed inside them. It was the most fulfilling experience imaginable, and he hiss, painting the interior of her womb with warm splashes. She'd passed out in his arms, her smoke falling from her lips, and he stamped it out with a shrug, figuring she wouldn't mind as he pulled out, this time burying his cock in her ass as he started to fuck her unconscious body some more.

The moment he finished again Mr. Bear stalked from his corner in the interior, tired of being patient, and his paws pushed Capper aside, grabbing Tree Hugger and tossing her on the bed. She bounced a couple of times, bent over the side with semen leaking from her well-worn holes. She stirred back awake with a slurred moan, drool leaking from the side of her maw.

“Damn Mr. Bear, you really are, like, insatiable you know?” With a growl he plunged into her moist fuckhole, a messy splash sounding with his violent thrust. “W-well...have your fun,” she said with a mild blush, biting into a rather expensive-looking pillow. His claws dug into her supple cheeks. Nopony could fuck her like he did. No wonder Fluttershy loved him so!

“You can pretend I'm Fluttershy,” she wheezed. “I don't mind. I know you preferred her.” He whined a little at the mention of his former keeper's name, then violently redoubled his efforts, treating her roughly like Shy loved when they'd fucked hard.

He bit her neck's nape, scratched her hanging breasts and bouncing buttocks, careful not to break the skin but showing his dominance over her. She didn't mind at all so long as he kept it confined to the bedroom. Capper watched with bemusement as the furry beast slammed repeatedly into her, drooling hot saliva on her back when he finally blew his sticky load into her.

After he finished he pulled her by a pawful of her dreadlocks up to his slimy cock, wiping it on her face, and she licked up a mixture of their juices with loud smacks. They'd worked up a number of animals watching who wanted a turn at her hot piece of ass, and she hoped there'd be enough time to get them all off before they reached their destination.

They bunched up around her, and she took a pair of cocks in her hoofs, one in her mouth, and felt more sink into her asshole and marehood, moving rapidly in attempt to sate them all. She lost count of the times they came in and upon her, more beasts lined up to take their place, and she wondered how Shy dealt with this all the time without growing sore. Probably because by the time Shy finally crossed the line to have a physical relationship with them all she hadn't been long for the world...

Pretty soon she passed out once more, and the animals continued to have their way with the hippie, coating her in thick splashes of cum until she was completely drenched. Capper pushed his way in and added his own on her face with a smirk. He lifted her head up and used her mouth to clean his dick, grateful there were so many submissive mares ready to have fun with him.

*****

With help from her new companions Mother parsed some words from the Necronomicon. Translating it was a painful, tedious process, but she suspected the problem was her lack of ability as a magician. Even with the most powerful unicorn horn she could attach at the time she could only call upon a fraction of its power despite all her practice in private. Thankfully a scant few had survived the Smooze's attack on Las Pegasus in case she needed to do another transfusion later.

She'd ordered her hybrids to entertain Sunset Shimmer in the meantime, the pathetic wretch submitting to the monsters to sate them all. The pleasure they supplied dulled the pain of her existence for a while. She actually felt for the unicorn, considered putting her out of her misery, but she needed somepony to confide in, and Sunburst's conversations were barely better than Bon Bon's clipped statements, while Starlight continued to relentlessly insult her with bitter sarcasm at every opportunity.

None of them could understand. The Necronomicon desired a far more powerful host. She was beneath its notice. Just like she had been when she and her twin served the Crystal Empire. Just another maid to be bred and forgotten.

She smiled when the alien words became a tad clearer. It couldn't resist her forever. She would master the tome!

Bon Bon hopped down beside her with th rifle readied. “Mother, they're almost upon us.”

She cocked an eyebrow. “What? Impossible! It's far too soon!” She wasn't anywhere near prepared for a direct confrontation, especially with a sizable force like Shining's. “Everypony, we're moving out!”

Sunset staggered out from beneath the part-hippogriff beast mounting her, dripping splooge. “Shining Armor's coming?” It was a hushed whisper but her pale eyes lit up, a small blush finding its way onto her cold pallid skin.

“Coming to die,” stated Bon Bon who cocked her weapon.

“Get her inside,” she ordered thankful Starlight and Sunburst were imprisoned in the mechanized wagon in case they attempted to interfere. She hopped onto the side of the machine when it fired up, ready to flee, when a bomb was chucked their way, only for Bon Bon to shoot it in mid-air, a fiery explosion erupting overhead which filled the sky with black smoke.

Everything seemed to explode at once. The cult was forced to dig in, confronted by Shining's force, a hail of bullets and arrows raining on her followers. A fanatic took an arrow for her as she ducked inside, his body slumping at her feet while she took shelter and frantically opened the book to the page Sunset had read from when she sent the Smooze away.

She'd memorized the words, mumbled them over-and-over, and the text shimmered a little, but refused to fully respond. “Damn it! Come on...” She could hear her minions fighting back outside, being slaughtered! “No-no-no!”

She chanted the words some more. Turned to see Flurry Heart and Beatrix Belladonna rushed their way despite the warnings of the others, flying and bounding respectively over the downed bodies all over the scorched and bloodied battlefield. Finally the book reacted to her, the glow from its pages reflecting off her mask as she smiled.

“We've got you,” called Flurry as she and her sidekick dove at the entrance. The air shimmered and warped as it was torn apart by the spell, nowhere near on the level of Sunset's, but a portal opened wide, swallowing the pair who dove at Mother.

“No,” cried Shining from the distance as he watched his daughter vanish to who-knows-where.

“Beatrix,” cried Trixie who watched in horror as they disappeared. Worse still the momentary link between parallel worlds made it far easier for the Smooze to break back through, cracks sounded as it started to split the air, tendrils of slime leaking out. It fizzled and fume, rolling out, ignoring the cultists who tried to telekinetically direct it again, consuming whoever was near. The force-of-nature cared not about their petty war. All it knew was that its hunger was deep and boundless.

Bon Bon continued to snipe the mercenaries, heads exploding with satisfy pops into pink explosions, but she knew they were losing badly. They needed to do something drastic. “Head out,” she ordered taking command. She grabbed the weakened Sunset Shimmer, removed her sidearm, and pressed it to Shimmer's skull. “Back off or I paint the wall with her brains!”

Shining Armor grumbled, barely able to believe his eyes. Sunset was really alive? It seemed too good to be true. She was still quite beautiful despite what a terrible state she was in. “Halt,” he ordered uncertain of his next move.

The mechanized wagon pulled out at rapid speeds. “Bon Bon,” cried Lyra who telekinetically seized the rifle with her aura, Bon Bon struggling back for control. In the scuffle Sunset toppled from the caravan and rolled down the path, tumbling repeatedly with a cry as she was scuffed up into a bruised and bloodied mess. The machine rapidly sped out of view into the darkness.

Shining Armor recklessly leapt in, deftly avoiding the pools of slime, scooping Sunset up and placing her on his back before she could be swallowed. He retreated back to his companions, huffing. Splotches of blood and grime painted his battered armor. “Damn,” he cried when they were momentarily safe, slamming a hoof upon a wall which cracked a bit under the impact.

Redheart was instantly at his side, she and her medics already at work on the wounded. “Give her to me. Carefully.” He used his psychokinesis to lift Sunset's unconscious body, placed it on a blanket, and they made certain she was properly supported, carrying her back to the medical wing. He watched with a sad smile, praying she would somehow make it.

He tried not to crumple. He had to stay strong for his forces. But he and Trixie shared a haunted look, their daughters lost, and for what? He shut his eyes hard, unable to prevent a tear from leaking out. His last link with Cadance. Gone forever.

He considered their next move. There were only so many places they could go from here, most likely north. Would they use Sunburst and Starlight as hostages next? Well, he couldn't let that stop him. “Ready up. We'll pursue them to the ends of Equestria if necessary.” He meant it, too. All this horrendous nonsense because of a damned book.

Author's Note

Most of the surviving old crew's back together, but how long will it last? :derpyderp1:

Chapter 7 - A Long, Hard Knight

With their forces dwindling, Mother knew they would have to seek outside help, or face potential extinction. She'd lost quite a number of loyal followers and even a few hybrids in the attack. The disappearance of Sunset in particular made her sad. She hoped her friend was okay, despite knowing her ultimate goal would likely end in her death. She prayed that the time-travel formula, once perfected, would make them all realize she was right. No, they'd never even know all this horror happened. And it was better that way. She'd be the sole creature with any clue Equestria all went horribly wrong.

A possible solution dawned on her. One she'd considered before. She shuddered. They were everything she hated. But was she so different? One last breeding factory remained. Most had been smashed by Shining's force, but one had developed into a fortress-like city, claiming it was a nation and thus didn't need answer to those who sought to bring down its immoral practices. So far even the remnants of the cult of the nemesis had dared not cross it.

The so-called Atrocity Exhibition was like a walled up hive. In fact rumor had it rogue changelings captured or traded whatever mares and stallions they could to breed them. But nopony who went in ever came back out...

Going there could doom them all. On the other hoof, they made alliances with smaller villas, who'd become part of their territories. Her other option was to huddle up in the Crystal Empire and hope they could survive those who hunted them until she unlocked the Necronomicon's secrets. With the loss of so many representatives from different races across Equestria lost at Las Pegasus, word had spread the cult of the nemesis was responsible, and everything from dragons to griffins wanted their heads, determined to finally exterminate every last one of them.

She sighed. “Guess I'll have to chance it. Fuck with me and I'll unleash the Smooze inside their walls...” She shuddered at its return, knowing it would eventually consume Equestria if she misjudged her gamble. She continued to translate more words while they traveled. The weakened Necronomicon had seemingly submitted to its new keeper for now, allowing her to gleam more of its secrets. But she knew it would abandon her for a more promising owner at first opportunity. Just like a stallion!

She returned to Sunburst and Starlight, the former watching her blankly, the latter trying not to glare, fearing she'd have the hybrids gang-rape her back into submission. She could see the shame and guilt in her eyes, unable to control the pleasure they forced her to feel, Sunburst forced to watch while her psyche had nearly been fractured. The couple were constantly at work, pouring over the equations, trying to find the key to completing it. “...but if you can't complete it before the year's end...”

She hoped a deadline would help motivate them. She reminded them everypony would benefit. “You should understand better than anypony, Starlight. You ran a cult. You tried to fix Equestria's problems with time-travel.”

“I learned better,” answered Starlight whose eyes darted to the floor, still recalling how close those tentacles freaks had come to breaking her brilliant mind. “Maybe you will, too, once you're drowning in oceans of blood!”

Mother turned to Sunburst. “What do you think, Pestilence?”

“You keep calling me that. But if I were still him you'd already be dead,” he reminded her.

“Perhaps. I mean you no ill-will. Believe me, this is all necessary. So hate me with every fiber of your beings if you must. I've endured worse. I continue to endure worse...” With a hoof she cracked open Wet Nurse's diary, reading further with moistening eyes. The hardest parts were when her twin recounted the abuse she'd suffered under the adversary.

*****

Once he was cleared to visit Shining Armor visited the medical wing. Flash Sentry also tagged along, knowing the bond Sunset Shimmer and his counterpart shared in that other world. She was pretty beat up, but the wounds were mostly superficial. However when he touched her hoof it was cold and limp. Redheart had whispered in private that she was undead.

“Hey...” The words were barely a whisper, her eyes straining to stay open. She was half bundled into a sheet, laying in a white room with the other patients, many mercs and loyal soldiers badly wounded or dead after that last skirmish.

Flash took a hoof. “We're here for you.”

She smiled weakly when Shining took her other hoof. “What did I do...to deserve...such a handsome pair of stallions...watching over me?” She coughed, sniffling. “Sorry...I must look like total crap.”

“No way. You're always hotter than Tartarus,” said Flash.

Shining concurred with a nod. What concerned him more was how cold she was. Would the spell that revived her simply cease to work without warning someday? Maybe she would be better off? It was obvious she was in terrible pain. He could feel her trembling under their touch. “I've missed you terribly. I love you.” His tears dripped down freely.

She reached up and brushed one away. “Me too, Shiny. You...found somepony else?”

He avoided her eyes. “Not exactly. Just somepony who wants me on the side. Nothing serious.”

“That figures, stud. Don't worry. I'm not the jealous type. Even before I ended up like this.” She frowned.

“Maybe we can somehow put this right,” said Shining, thankful she seemed stronger now.

“I don't think so, love. My body was pretty far gone by the time the cult dug me up, and while they fixed up my wounds best they could, I'm little more than a shell of what I used to be. The pain is constant, I'm cold all over, I can't cast the simplest spells, and I don't even have a heart anymore.” She touched the knife mark scar on her breast where she'd been punctured shortly before her death. “Sorry. I didn't mean to sound whiny. I'm not a worthy lover for you anymore.”

“Nonsense. I'd love to have you back.” He lowered his voice. “Hey you two, how would you like to meet me back in my room tomorrow night? If you're up to it, of course.” He was a bit tired of dealing with Trixie and her sidekicks every night, and had talked her into a night off, both of them grieving the loss of their daughters. Maybe this would improve his mood.

“I'll be there,” said Flash with a wry grin. “Sunset?”

“Sure, why not? It should...help with my condition. Don't worry, according to Redheart I'm not diseased. I'm perfectly safe. Cold though, so I'm not sure how much you'll enjoy yourselves...” She suddenly felt rather self-conscious again.

Redheart returned and they started to leave, only for Flash to grab her shoulder. “Hey. Think we could try again?”

She shook her head. “Sorry, you're too much of a player for my tastes. At least for anything steady.” She softened with a smirk. “But that little affair I heard you bunch planning? I wouldn't mind being invited in, dear.” She winked.

He beamed, happily raising a hoof. Okay, he'd really messed up constantly sleeping around her back, but at least she'd apparently gotten over it for the most part. A shame they couldn't rekindle what they had. Sure, it wasn't hard for him to find a mare to sleep with, but part of him wanted a steady partner, and sadly most options here were already taken.

*****

Thick walls surrounded the Atrocity Exhibition which from what Mother could see was built to resemble a hive like rumored. She'd sent a letter with her proposition, agreeing only to meet outside the compound, and arrived at the appointed time to discuss her proposition. Just in case it went sour she had Bon Bon train a sniper rifle on her position, along with a number of backup sharpshooters, her heart thudding as she approached. In truth she had no idea what to expect.

The blockade was covered in barbed wire, turrets, and slits cut into the walls with panels that could slide away, allowing guns to peek out. There was obviously at least one munitions factory inside; the other surviving nations feared the rulers here would one day launch an all-out war on Equestria. She resisted the urge to tap a hoof impatiently.

With a heavy creak the gates swung open. What appeared to be a brothel madam wandered her way with shapely hips that swayed, flanked by what appeared to be prostitutes from their fetish-wear styled saloon barmaid attire, all bodices, dresses, garters, and high-heels, all of them wearing a quill in their manes and carrying rifles over their shoulders.

“Why hello there, stranger. Cherry Jubilee, at your service.” She wore a sly smile, fluttering her lashes rapidly, snout half-hidden behind a fold-out fan decorated with floral print. “So, what can you offer us from an alliance?”

“Knowledge. I have alchemists that can concoct potions both for offensive and defensive purposes. If I may be allowed to demonstrate?” Once Cherry nodded, she took a knife from the folds of her cloak, pressed it to her arm, and cut deep, letting the blood flow. She didn't so much as allow herself to wince. Then she wiped the blade and placed it back in its hiding spot, took a healing elixir out and uncorked it, then poured the fuming liquid on the wound, which quickly sealed up without a scar.

“Impressive,” admitted Jubilee. “Okay, I'll entertain your proposition, at least. You show me yours and I'll show you mine.” She hiked up her skirts a tad, exposing parts of her meaty thighs, constantly flirting with her every move.

Mother drew more of the potions she'd brought, carefully showing what each could do. She'd tested them before heading here, paranoid that Sunburst might have some trickery in mind, but they reacted exactly as he'd explained. He'd warned her, “This is an act of desperation. You feel backed into a corner. That could lead to foolish mistakes.”

Maybe so, but this independent nation was probably the only place left on Equestria that might offer them sanctuary...provided she could routinely benefit them. With their resources she would be able to reproduce these alchemical mixtures on a mass scale. Not to mention all the armaments they had at their disposal. With luck the cult would rise stronger than ever...

*****

For a moment Shining Armor questioned whether he should be doing this so soon. No, it's likely because he was in mourning that he was doing this. He'd miss Sunset terribly, unable to truly move on from her loss, simply to learn they had a second chance. But for how long? He didn't want to waste a moment. He'd invited her, Flash Sentry, and at the latter's suggestion Redheart into his wagon, which aside from weapons, armor, and other equipment was sparse of decoration.

It was difficult to even look at pictures of Twilight Sparkle and Cadance anymore, so he'd tucked them away, and now he added a portrait of Flurry Heart to those hidden treasures, the sight making his eyes water each time. He looked to his wide bed, where Sunset lazed out with a sensuous smile, patting an empty spot by her as her tail swished about.

Flash arrived carrying Redheart in his hooves, and while she rolled her eyes at his attempts to act chivalrous, she settled her head on his lithe muscles anyhow. “It's so awkward walking around on two hooves. Thank goodness I'm a pegasus!” He fluttered his fully opened wings, using them for support whenever he tilted.

“Hush now,” said Redheart who caried a medical bag with her.

“Yes ma'am!” He carried her to the bed, playfully tossing her onto it. She bounced a couple times, pulled open her sack of tricks, fishing through a number of medical instruments until she pulled out a speculum.

“There are still some tests I'd like to run on you,” she explained to Sunset. “Or more like...observations. If you wouldn't mind? I think we'd all appreciate them dear,” She emphasized with a sultry lick of her lips.

Sunset laid on her back, spreading her limbs wide and meeting her eyes. “You plan to play gynecologist?”

“I'm skilled in many fields dearie.” She inserted the speculum in Sunset's marehood, and twisted until her glistening flower was fully revealed, already leaking from her folds and over her puckered anus. “Looks in order. But better test its smell.” She pressed her muzzle close and breathed in her sexual musk. “It's taste.” She lapped her tongue slowly over it.

The nurse bent over to better savor her dripping cunt, her dock raising her tail in response to her arousal, that lubrication dripping down her loins. Flash started to mount her but she raised a hoof. “Wait. I...want Shining to do it first.”

“Okay,” said Flash trying to hide his disappointment as Shining pushed him out of his way and took his place, lining his erection up with Redheart's winking vagina. “Um...is it okay if I do you, Sunset?”

“So I'm your second choice?” She narrowed her eyes, then softened. “Just kidding. Like I said, I'm not the jealous type. Sure. We're all friends here. Why shouldn't we enjoy each other to the fullest?” She was too ashamed to admit how only the pleasures of sex could bury the constant suffering she endured. She felt guilty, ashamed, weak. But this hollow shell was what the cult had whittled her down to. She relaxed with a low wheeze when he speared her, and Redheart suckled her teats as Shining did the same. The bed creaked as the stallions moved atop them, competing to see who could pleasure their mare first.

It was just like old times when they'd fucked the pair of Rainbow Dashes from this world and the other one. They were brothers-in-hooves, bonding over their sexual exploits. Pounding away on the wiggling and writhing mares, their hooves connected with a cheer, mounds jiggling each time they hammered into them.

Sunset's temperature was unnaturally cool, including the interior of her love tunnel which obviously made her self-conscious from her timid expressions, but he'd soon gotten used to it, content to simply be with such a lovely mare. “You're hotter than Tartarus,” he reminded her with a wry smile.

The stallions came at once, remembering how they synched in the past, white hot blast-after-blast blowing deep inside their lovers. Sunset wrapped her limbs about the pegasus to pull him close, kissing him fiercely, while Redheart's bun fell from its bindings, her mane swishing loose as she buckled and went limp as she gushed all over the bedsheets.

Redheart empathized with the pain Sunset was obviously in. It was one of the reasons she'd become a caretaker to begin with. “I think Sunset needs you both far more than I do.” She patted Flash's ass a couple times, and he pulled free in a slimy trail of semen and marecum, which she dove in to lick, hungrily cleaning both of their nethers to ready them.

This time Shining wrapped his hooves around Shimmer's haunches and lifted her up, sinking his cock into her snatch, while Flash sandwiched her from behind, impaling her plush ass with his dick. She shuddered between the pair who kissed her all over whole they worked her over, forehooves wrapped around Armor's muscular back as she bit into his shoulder.

Doing her best to make Sunset feel she was the focus of their ministrations, she continued to massage her breasts, suckling and pulling on them with practiced ease. Maybe a bit of sexual healing was exactly what the worn-down unicorn needed.

Sunset moaned while she continued to nibble on Shining's muscles, marecum dribbling down the pair of males and over Redheart's breasts. “Do it rougher,” she whined in a muffled voice, used to how violently the hybrids treated her. “Don't hold back even a little. Mess me up.” They drove deep as they could, picking up speed, fucking her hard as they could.

She shuddered and wailed, hammered back-and-forth between them, sweaty asscheeks slapping about, breasts bobbing so hard they smacked Redheart in the face, who simply tittered and continued to service her. Armor lost himself in the moment, slamming her hard onto his flared cock, which caused her to scream in a mixture of pain and pleasure when he struck her cervix. “Fuck me harder,” she demanded huskily. “Take charge of me.” Flash bit her neck, yanking back her mane.

Sensing they were close, Redheart sunk directly below Sunset, staring with a worm's eye view of their cocks slamming into both fuckholes, spurts of marecum and droplets o f precum dripping onto her face. She opened her mouth and stuck out her tongue to collect the release. They howled and so did Shimmer, a rain of spilled seed and vaginal fluids splashing over the nurse's face.

Splotches struck her eyes, which she sealed shut, continuing to cheerfully drink up load-after-load that fell her way. They intentionally pulled free as one, still holding Sunset in place, a mess of their spunk and her lubrication splattering all over Redheart's face and body, like a natural lather she rubbed into her coat and flesh, licking her chops. Shimmer panted rapidly.

Once they settled back onto the bed, Sunset slurped the nurse clean, while Redheart continued to stroke their stallionhoods, squeezing out every last drop. In moments like these they almost forgot the current state of Equestria.

*****

After a couple hours of demonstrations Mother managed to talk Cherry Jubilee into continuing to seal their deal. She'd temporarily taken the couple's bedroom for her own, inviting her inside, and pouring her a glass of wine from the stocks inside. She discovered there were quite a number of kinky items within, she assumed Glimmer's, since Sunburst was pretty much a rice cake in the bedroom. “Make yourself at home. I certainly have.” She took a sip of her own spicy drink.

“My, I reckon this is quite a cozy little abode,” said Cherry after a few gulps of her glass, the southern accent she'd tried to bury slipping. She lounged on her side, letting her skirt ride up. “Why, a sweet little mare could be taken advantage of!”

“Indeed. You're rather reckless to come here alone.”

“Touche. I could order my army to move in and capture your entire cult. You appear to be quite beautiful under that cloak and mask? Please, sweetheart, won't you remove them for me?” She licked her chops.

Mother did as she asked, stripping down to reveal the crystal pony underneath, a brilliant rainbow of sparkly hues, matching a mane cut into a bobcut, her eyes sparkling with barely visible polygons. She'd been considered quite delectable once. Not that it really mattered to her now. She simply kept up her sensuous appearance out of habit. “And I could have you assassinated, hold you for ransom, use you in my experiments...but I think a partnership would benefit both of us far more.”

“Then let us seal the deal, sweetie. You look like you haven't been properly fucked in quite some time.” Jubilee removed her dress and tossed it aside, showing the garters and stockings underneath, otherwise naked. She had quite the voluptuous physique, eyes half-lidded as she spread herself wide. “...what's the matter? Not attracted to mares?”

In truth she had little sex drive left after she dedicated herself to fixing Equestria. Her mind was constantly consumed by all the wrongs in the world. “That's not the problem. Fine.” She'd do anything to aid her cause. Perhaps she could even bring herself to enjoy it. She recalled the techniques she and her twin Wet Nurse used to please Cadance when they auditioned to become part of Shining's harem, sinking her snout into Cherry's waiting cunt and muzzle-fucking her without ceremony.

Not that Jubilee seemed to mind her rather direct approach from her whorish moans and the way she threw back her well-kept mane. She grabbed the former maid by her head with both hooves, pushing her until her nuzzle was fully sunk into her sexhole, feeling it swish back-and-forth in a mess of her feminine spray. “M-mother...can't be your birth name!”

After she was finally released Mother said, “I used to be titled Foal-Bearer.” She didn't share hers or Wet Nurse's birth names with anypony. They'd tried to throw away their former lives when they entered Princess Cadance's services.

“Interesting cutie mark, too.” Her eyes rolled as Mother continued to flick her swollen nub.

Just like her sister the twins shared the same cutie mark; a pair of Venus symbols from astrology which denoted the female gender linked together. “Wet Nurse and I shared one-another's pain and pleasure. We did everything together. We were pretty much destined to be bisexual, at the least. I don't know if it was a way for fate to make us closer, or a cruel cosmic joke?”

“That's hot. Double the pleasure, double the fun. No wonder you were sought out by Cadance.”

“Not that it matters now.” She used her other hoof to grope Cherry's swollen mounds, which leaked beads of milk, reminding her of Wet Nurse. “I was trained in etiquette, singing, dancing.... All useless skills when Spike razed the Crystal Empire.”

“So bitter. So sour. But that has its own appeal. It's an acquired taste, sweetheart. I won't knock it.” She pushed the cult leader down on the bed, sat her wide squishy bottom down on her face and rubbed it in with a hearty giggle, dragging her puckered asshole and messy slit all over her face. “Wouldn't do to let you have all the fun!” She emptied the rest of the wine bottle over both their shapely frames, then sunk her maw into Mother's pussy, the pair drinking from each other's nectar-filled caves.

She lost track of how long they fucked like rabid rabbits, but it was well past dawn by the time they finished, rolling about in various positions, exploring their partner like they were a toy. The sheets were thoroughly stained with wine, perspiration, saliva, and marecum, the duo similarly drenched as they heaved and lounged out half-asleep to the tweets of birds.

She doubted Cherry Jubilee was the true mastermind of the Atrocity Exhibition. At best she was a decoy that could be replaced if necessary. But it seemed like their alliance had been sealed. She forced a smile. Should it all go as planned she'd have plenty of time to study the Necronomicon further. Still, something unsettled her deeply.

The holes temporarily opened between Equestria and that other world allowed the Smooze to breach that weakened barrier that separated them. Certainly it could only make small intrusions now. But eventually? There would be no way to stop it, the abomination far more powerful than before, now that it had likely consumed all life from an entire planet...

Author's Note

Bit of trivia: Cherry Jubilee was originally going to be used in Suri Polomare's place in the prequel as head of the Flesh Factory, but I chose the latter since she linked well with Rarity. Had Applejack survived instead up to that point maybe it would have been reversed? :unsuresweetie:

Chapter 8 - A Long, Hard Knight II: Electric Boogaloo

Another small meeting was called by Shining Armor to track the cult's current movements and their next course of action. He looked between his lieutenants, like they were his knights of the round table, much like Fancy Pants had carved out to make them feel equal. The map was laid out between them. He brushed a hoof over the northern area. “There's only so many places they could go without doubling back, and with so many currently on the hunt for them southward, that would practically be suicide. So that most likely either leaves the Crystal Empire...or the Atrocity Exhibition.” He shuddered.

Capper tapped his cheek. “Even they aren't that crazy? Or are they?”

“I think they are,” cut in Time Turner who stared over her spectacles, her cheeks lined with age. “With a handy device I knocked up I can track magical energy, all of which leaves a unique signature.” She presented her modified sonic device. “It certainly appears they were headed that way! Perhaps they are allies? If so, they're more dangerous than imagined...”

“Not from what I could tell when I was with them,” admitted Sunset Shimmer. “However, it's always possible they intend to forge an alliance. Rumor has it that nation has stockpiled enough weapons to wipe out Equestria many times over...”

“Damn!” Diamond Tiara slammed a hoof on the tabletop. “I wanted to believe they're on the verge of extinction!”

“They will be,” promised Fleur who narrowed her eyes. “I shall see the streets run red with their blood!”

“Never mind that,” said Lyra with wide eyes and a frown. “We have to get Bon Bon back!”

“It's like Bon Bon would say; there's more at stake,” said Vinyl who cast her a concerned smile.

Soon the familiar debates broke out. He lost track for a moment, drawing inward, thinking of Flurry Heart. Sunset placed a hoof over his own, and likewise Flash patted his shoulder, understanding the burden he was under. Shimmer had kept the force together before, made most of the plans he simply okayed. But now? She probably didn't have the strength. Nor would he think to push that upon her. He wasn't the smartest pony by any means, but he'd do his best for everypony's sake.

He decided they would stop at the next village to rest and recuperate. His troops certainly seemed to need it, and he couldn't afford to rush in and risk getting them all killed, no matter how much some of them like Fleur were eager to spill blood. Not that he blamed her. Like all of them she was simply dealing with the pain in her own way. He breathed a heavy sigh.

Eventually he called the meeting to an end and everypony started to clear out. Sunset hovered by his side, seeing his stoic expression start to crack. Her eyes watered too. “Shining Armor, it's okay to cry. Who could blame you?” She hugged him to her bosom as he finally broke, weeping openly. “No parent should ever have to outlive their foal.”

Across the table was another pair who hadn't left. Time Turner turned the wand-like tool over-and-over in her hoof, meeting her assistant who fluttered at her side with a weary smile. “I'm old,” she said to herself. “All that artron energy I used to regenerate through all those bodies is catching up. Now it's like so many years are crashing down on me all at once.”

Derpy quirked an eyebrow. “Huh?”

“Oh, nothing. Just an old mare's ramblings.” She chuckled. “I'm so tired.” She wasn't long for this world. All the dangerous experiments she'd been doing over the years hadn't helped. They've shaved decades off her life. But they were worth it for all the lives she'd indirectly saved with her inventions, right? “You've done really well, Derpy! I'm proud of you!”

“Thank you, Miss Turner!” She wagged her tail happily. “What can I do to help?”

“No projects for the moment. I think we've both earned a day off or two.” She patted Derpy's back. In truth she was usually so bored she had to be working on something at every moment, but even trotting made her bones ache these days. She'd managed to hide it so far, but each day that passed made it a little worse, forcing her to widen her smile and pretend it was all okay.

Derpy frowned as she watched Time Turner and Shining Armor leave, unable to stop staring at his muscular flanks as he walked away, practically drooling. “Oh!” She blushed, seeing Sunset grin. “H-hello, Miss Sunset Shimmer!”

She waited until they were out of earshot. “You've got it bad for him, huh?” She laughed sympathetically. “Hey Shining!” He cantered back that way, and Derpy tried to shrink inwards. “There's something Derpy wants to confess.”

“Um...I wish we could take bathroom breaks more often.” She made up a quick but weak lie.

Shimmer shook her head. “She has the biggest crush on you. I can tell.”

“N-no I don't!” She covered her face with both hooves in a foal-like manner.

He smiled weakly. Not that Derpy wasn't rather cute, but she was way too innocent for him to think of her in that way. “I...I see.” Sunset nudged his barrel. “Um, maybe you'd like to join us for dinner?” He shrugged.

“R-really?! I mean, sure, if that's not a problem.” She fluttered faster and her tail swished wildly about. Her wide butt knocked a chair over and she blushed. “Whoops! Sorry!” She flew out of there before she could embarrass herself further.

Shining and Sunset shared a smile, thankful Derpy could still lighten the mood.

*****

Tree Hugger had temporarily forced her pack of animals out of her room for some much needed peace, as they tended to get rowdy when cooped up too long, and when some refused to comply she applied the Stare, which forced them to back down and obey. She didn't like to do that and wasn't on Fluttershy's level skill-wise, but she was thankful she'd shown her how. It was more a matter of understanding creatures on a spiritual level, really. Luckily, she was a rather spiritual mare!

She sat in a circle with anypony who attended her daily sessions, where she'd teach them her meditative techniques, and more importantly they could get fucked up on drugs. Not that she needed them as a crutch anymore to deal with suicidal depression. She ssimply liked the way they made her feel, at least in moderation. Well, moderate by her standards!

Diamond Tiara, Babs Seed, and Silver Spoon were there as usual, the first two to get high like always, the latter to keep them from going overboard. Capper was another constant attendee, hoping to get laid some more by any mare there who'd take him up on the offer. Vinyl Scratch also came but hadn't been able to talk Octavia or Lyra into it today.

“Sure sucks there aren't more stallions here,” whined Babs.

Capper pulled on a whisker. “A cat is fine too.”

She groaned. “Not what I meant. The female-to-male ratio's way too high!”

“I think it's fine,” he said with a lick of his chops. “Less competition. Not that many stallions could keep up with me.”

“No, she's right. This sucks.” Tiara always had trouble meditating on the best of days. She was too high-strung. “Don't trust those mercenaries, and as for Shining's soldiers, most of them are far too 'noble' for that.” She rolled her eyes. “You know what I think would be more chivalrous? A stallion who's ready to give a poor mare a proper rutting!”

The bead curtain in place of a door that Mr. Bear had destroyed in a horny fit was brushed aside when Trixie entered. “Perhaps I can help with that.” Now that Beatrix and Flurry Heart weren't about she felt comfortable prancing about without her leotard, and even removed her starry cape, but she kept her starry hat, shoulder-high fingerless gloves, and thigh-high boots on. “My...counterpart from that other world was taught this spell by...somepony.” She didn't want to mention it was their former nemesis. “It's pretty complicated, painful, and leaves you exhausted the next day, so I don't use it often, but...”

“Enough with the build-up! Put up or shut up,” demanded Diamond.

“Pfft. No sense of occasion. Trixie forgives your ignorance.” She mussed up Tiara's fine ringlets condescendingly, making her growl. “It may seem a bit weird at first, but trust me.” A horn arose from her temple, and she waggled her fingers while she cast a spell, more for effect than anything. Granted, it helped her concentrate! She grit her teeth, weaving the odd bit of magic, weaving while her clit started to swell before her startled audience, the engorged nub extending outwards.

She shrieked and whined but didn't back down, at first carving herself out a penis the size of a human male's,but she pushed it further despite the tortuous strain, until it swelled to a stallion's shape, length, and girth. She huffed once she finished with a flush. “I like to use this spell on my sidekicks when they're good.” She smirked at her assistants Fuschia and Lavender who stood behind her. “Or when they're bad.” They weren't certain whether she was joking, despite her playful wink.

“Ooh,” cooed Lavender. “Do the double one!”

“Double! Double!” Fuschia cheered with her partner, holding hooves. “Go big or go home!”

Trixie rolled her eyes, more playfully than anything. “Fine...” She worked the same spell, knowing she'd pay for it terribly tomorrow, but right now all she could focus on was the searing pain in her loins. Another stallionhood emerged from under the first one, but her vulva still remained. Precum already dripped from the tips, both tools eager to be used once more. She wasn't certain how they could cum without testicles and figured they were internal. Thankfully she'd found they couldn't impregnate a mare. However, it felt unbelievably amazing each time she blew her load into an all-too willing female.

“So...” She looked between the stunned onlookers. “Who wants to ride first?” Lavender immediately lined up in front of her, face down and ass raised, sticking her tail up to present herself. Fuschia stacked herself in the same manner atop her, leaking marecum on Lavender's tailhole. “Very well. I suppose Trixie can provide her captive audience with a proper demonstration!”

With a grunt she mounted the pair like she usually did, hearing them squeal, seizing an asscheek of Lavender's with her right hand and the left cheek of Fuschia's with her right. Seeing they were already sufficiently lubricated, she violently thrust in, their asscheeks slapping each time she punctured their warm fuckholes. She already like to switch between submissive and dominant moods in the bedroom; however these stallionhoods somehow made her want to show her dominance even more!

Thankfully the pair seemed to relish her roughness, her nailed fingers kneading their soft and supple cheeks. “You like that bitches?!” She spanked them repeatedly, tongues lolling from their maws and eyes rolling into their heads. Lost in the moment, Fuschia started to suck on Lavender's horn, deepthroating it, making her wail even louder as sparkles of magic coated her mouth. “Prepare your conquered foalholes, because the Great and Powerful Trixie is about to fill your wombs!”

“Please Mistress Trixie,” the pair begged with whorish moans, constricting around her dual shafts.

“This is pretty hot,” admitted Babs who decided there was no point being shy and reached a hoof between her thighs.

“Y-yeah,” said Spoon who did the same to Tiara, who shot her a look but decided to roll with it, reaching to stroke her sidekick's moist slick and swollen love button, too. “I want to be ridden like that...”

Worked up by the show, Vinyl settled onto Capper's lap, wrapping her limbs around him as she started to bounce atop his cock. He purred agreeably, their tongues locking in a wild, messy manner. When their mouths temporarily withdrew in strands of saliva, he started to speak, simply for her to say, “Shut up and fuck the absolute shit out of me, player.”

He nodded and clawed into her pert buttocks, watching the show while she repeatedly slammed atop him. She used her horn's magic to toss aside her shades so that they could better see each other's eyes while they copulated.

Tree Hugger's eyes were bloodshot by now from her latest high, disappointed and feeling left out. She raised a hoof to her mouth. “Oh Mr. Bear! Like, I could really use your help right now, if you know what I mean!” His heavy bulk dutifully bounded in, and he pounced dominantly on Hugs, who chuckled as he drove his way into her and started to fiercely hump away.

Trixie finally finished inside the pair, painting the walls of their wet wombs, and then pulled free, wiping her dicks on their panting and pinkened faces, smearing them in an excess of cum. “Good mares!” She slapped their asses again.

*****

Atop her caravan sat Rarity who was lost in thought like always. The fire ruby bounced atop her bosom, and she fidgeted with her latest creation, a silk scarf she could later have imbued in magic runes. She tried not to think about all she'd lost. But knowing that Capper was probably busy with some other mare didn't make her feel any better. “Everypony sure is lively, are they not?” She sighed, biting her lower lip. “It's a shame it takes such a tragedy to bring us all together.”

Pinkamena repeatedly used a washcloth to polish her sword, more to have something to do. “Yeah, I suppose so. Hey, isn't that-?” She stood and waved a hoof. “Hey Fleur! Why not come and join us? You're not doing anything!”

Fleur heaved her shoulders, hopping from wagon-to-wagon, stopping next to the pair. “Despite the circumstances, it is nice to see the pair of you once more.” She took both of them by the hooves and kissed them. “Sorry I've been distant.”

“It's perfectly understandable.” Rarity hesitated to even bring it up, and wasn't certain how best to phrase it. “Fancy Pants was a close friend and a wonderful stallion. If there's anything I can do, anything at all...”

With a shake of her head Fleur said, “All I want is a shot at the cult leader. She snuffed out the light of my life.”

Rarity touched the cracked ring that sat at the base of Fleur's horn. “We should reach civilization soon. Some of these settlements are so small they're not even marked on most maps. Perhaps we could have a bath and massage there...?”

“Sounds spiffy,” cut in Pinkamena who stretched panther-like. “Your tushy must be sore sitting up here all the time!” She lifted her old friend up and raised her face close to take a look, making her redden. “Ooh, even your cute little buns blush!”

“Pin-kie,” she groaned with narrowed eyes, but Fleur covered her mouth with a hoof, a rare moment these days where she actually giggled. She tittered with the pair. “Well, Spike certainly seemed to appreciate it...” She'd do anything to have him touch her one more time. Even a hearty spanking wouldn't go amiss, her redness darkening as she fantasized a tad.

With a violent bump the procession pulled to a stop, and she nearly toppled off, caught by Pinkamena who beamed. She smiled up at her with a playful bat of her lashes, sometimes wishing Pie was a chivalrous knight to sweep her off her hooves. But pursuing that sort of relationship with somepony completely out of their mind didn't seem right to her. Plus, while she had no problems taking mares as a lover, she still wanted to settle down with a nice stallion, if at all possible.

They hopped down and entered the tiny villa nestled within the trees. Rustic farmers were hard at work, tending to crops, collecting eggs laid by chickens, and drawing water from wells. Not exactly her scene but AJ would've approved. From another wagon Lyra galloped out with a smile, always liking to tour any location they came across. Vinyl and Octavia were already carrying out musical equipment. It seemed they'd likely be here for at least a few days, gambling the cult would buckle down somewhere too. Besides, Shining and Sunset had agreed their forces could likely use the morale boost.

*****

Derpy squirmed her bubble-butt atop a stool, seated at a small table with her hosts. Whipping up a feast for them with whatever she could find on hoof, and some more ingredients purchased from the villa, Sunset laid out dinner for the three of them with a smile. There were a number of steamed vegetables, baked rolls, fruits, and some mild wine to top it all off. “I'm far from an expert, but I hope you both enjoy!” She took her own seat, picking up a fork and digging in. The warmth filled a cold belly.

Each of them devoured their meals, helping themselves to seconds, feeling they'd earned it. Shimmer strained to light up her horn, trying to lift up her fork and feed Armor, only for the aura to almost immediately dissipate, the metal clattering on the tabletop. “Allow me.” He lit his extension, tossing a cherry in her mouth, then his own, playfully popping it between his teeth.

She grinned. “Why not do it for Derpy, too? I'm sure she'd really appreciate it!”

He blushed. “...all right.” He started to feed Derpy, who shyly struggled to meet his warm eyes, gnashing her food. She brushed a backhoof over his without thinking, her tail swishing back-and-forth. She was even more adorable than he thought. But he shook such thoughts away. She was far too innocent! He could never do something like that with a cutie like her!

“Thanks for inviting me, you too.” She stared at her now almost empty plate, took a swig of wine, and hiccuped, unused to such things. “But I wouldn't want to get in the way of your romantic evening. I don't wanna be a third wheel or anything.”

“Not at all,” said Sunset who squeezed Armor's hoof. “Would you like a night alone with him?”

Derpy tumbled off her stool, mismatched eyes spinning. “B-b-but-”

“Shiny's never been a one-mare stallion, even when he was with Cadance. And it wasn't his idea, it was hers. He used to have a whole harem of maids at his beck-and-call,” she teased the blushing stallion, unused to him acting so coy, which she simply found precious. “Not to mention me, Trixie, Fluttershy, Rainbow Dash, Pinkie Pie, Tree Hugger...”

“Wow.” Derpy settled back on her bottom. “You've been with lots of beautiful mares! How can I hope to compare?”

“Can't know unless you try! I'll warm up the bed.” She winked and whistled as she trotted off.

Shining Armor offered a hoof and helped the clumsy pegasus to rise. “We don't have to do this. Not that I'd mind, but we could just sit and talk, if you prefer.” Perhaps he'd had just a bit too much wine but he had to admit she looked lovelier than ever.

“No! I mean...” She shyly turned her head. “I...” She forced herself to meet his stare. “I want to!”

“Okay. But you can change your mind at any time. I wont mind.” He lifted her up with all the tenderness he could muster, pressing her to his muscular chest. He carried her back to his room, listening to her heartbeat, not caring who might see them. She shivered under his touch, basking in his warmth, giddy with what was about to happen. She'd dreamed about this!

Gently he placed her upon the bed sheets, and then he dimmed the lights, leaving a small lamp on which made her curves seem to radiate. Other than her unfortunate treatment at the Flesh Factory he doubted she had any real sexual experience. He'd start slow with her. She seemed to instinctively know what to do, laying back and opening her hips to beckon him.

He nestled atop her, using telekinesis to part her folds, slowly revealing her glistening sex. A trickle of marecum dripped down her puckered anus. His shaft started to rise from its sheath, and he slowly sunk it in, her unreserved moans echoing throughout the room. He kissed her lightly, softly crushed her mounds between his hoofs, hardening until he filled her long unexplored tunnel. He started to rock into her, and she wrapped her limbs about him, head to one side as she chewed on a thick pillow.

“I...I love you, Mr. Shining!”

He laughed. “Just Shining, please.” He gradually pushed in-and-out, savored the tightness and moistness of her love tunnel, the goofy faces she made as her features twisted in shameless bliss. Her wings unfurled to the limits.

“Mr. Sh...Shining Armor, you're the best.” She started sobbing, soaking the pillow.

He paused with a concerned frown. “Should I stop?”

Derpy shook her head. “I'm...I'm just so happy. This is what I've wanted for so long.” With a nod he picked up his face, her legs kicking about his back, hooves digging into his skin. She blinked away tears, licking his cheek in a slow, sensual motion. He kept plunging into her, slickness washing over him with squishy sounds, and he held back, making certain she was satisfied first.

She convulsed under him with a strained whimper, eyes rolling awkwardly in different directions, gushing over his crotch. He breathed in the overwhelming scent of her musk, his cock starting to throb as he grit his teeth. “I have plenty of,” he grunted. “Potions if...you don't want to be impregnated, but...should I...pull out...?”

“No. I-inside please,” she said knowing most stallions preferred it that way, and many mares too. He relaxed and let loose, snorting with flared nostrils as he spewed ropes of spunk into her slimy uterus. “Y-you're filling me up, Shining! Aaahhh!”

He silenced her with a long shared kiss, the pair riding out a shared orgasm, his finishing first as a second one wracked her. She went limp under him once her nethers stop quivering, and he pulled out leaving a messy trail between them, rolling next to her and holding her close. She nuzzled close to his chest already starting to doze off as he stroked her mane.

*****

Dawn cracked to the sounds of chirping birds and crowing cocks, the grass moist with sparkling dew. Mother surveyed her own new territory, a similar small settlement, the likes of which popped up all over. With the loss of Las Pegasus there was little in the way of a centralized government. It was quite possible the remaining populaces would withdraw to protect their own interests or turn to squabbling between themselves. She wouldn't be surprised if civil wars broke out.

But she had cast her die. Cherry Jubilee had summoned the the populace to their town square and demanded they serve their new leader, those within this territory used to serving puppet leaders. “Yes, I do believe we'll both benefit greatly from this,” said Cherry who'd already been given the formulas to some of the less valuable potions so that they could be mass produced. She dared not play her entire hoof yet in case her newest allies had some treachery in mind once they were satisfied.

She allowed Starlight and Sunburst out for some fresh air, surrounded by cult members, hybrids kept on chains, and Bon Bon at all times, her eyes darting about under her mask like she expected a sudden betrayal at any moment. She couldn't let them see her cower. “Nice of you to finally let us stretch our hooves,” said Starlight with her usual biting sarcasm.

“Like it or not we have no choice but to play the hoof we're dealt,” reminded Sunburst who kept his voice low. “Much as I despise the cult of the nemesis, they're at least an enemy we know. This Atrocity Exhibition is an unknown factor.”

“I know what I'm doing Pestilence,” said Mother who hoped if she repeated it often enough it would prove true. Sometimes she worried she really was just another common pony in over her head. But she k new such self-doubt would do her no good. “Of course I can't allow you to wander freely...but you may travel the village as you wish with my escorts.”

“How gracious,” said Starlight, who still balked when the cult leader shot her a dark look, fearing she'd have the hybrids descend upon her again. “So...where to, Sunburst? Fancy a nice meal or something?”

“No preference,” he admitted. “A warm meal sounds fine.”

Mother nodded. “The rest of the day is yours. I'll summon you tomorrow if you're needed.”

She kept Wet Nurse's diary near, drawing comfort from it, and once she took shelter privately in a hut, she cracked open the Necronomicon, working to parse more of its strange writings. It was tedious but strangely rewarding work.

Her mask and cloak were cast aside. She studied her tired face before a large mirror as the sun continued to rise. She wished Sunset Shimmer was still hear for her to talk with. She'd had such a big heart she'd tried to make her turn back, but the moment that parallel world had been invaded by the Smooze, she'd barely spoken a word to her since. And now she'd lost her.

Author's Note

A nice, mostly relaxing chapter, which also allowed me to set some more stuff up, and hopefully flesh out a bunch of the cast a little more. Also, Derpy finally gets lucky! :derpytongue2:

Chapter 9 - The Atrocity Exhibition

Over the next few days Time Turner continued to scan the magical energy signatures, pinpointing the possible routs the cult could have taken, until she was convinced they must be at least near the Atrocity Exhibition. She marked the map with a circle which showed their likely radius. “Trouble is, if they have made an alliance an entire army now backs them.”

Shining Armor stood in the doctor's laboratory, surrounded by schematics, test tubes, beakers, and all the other instruments he would expect from such a place. Not to mention all the weird mechanical equipment he couldn't help to understand. “I see.” He considered his options, Derpy hovering close to them. “Could we successfully launch an attack on their nation?”

“It would be a suicide mission,” she answered darkly looking over her glasses.

He knew it to be true. Fancy Pants had attempted to send an army there before, before deciding the loss of life would be too great for little return, despite all the mares that were likely suffering within its walls. They'd had no choice but to leave them to their horrible fate. The furs on his back bristled at the idea. He'd always had far more honor than sense.

“The Atrocity Exhibition is a symbol of evil. It must be smashed if we ever hope to return Equestria to a state of normalcy.” He raised his head with pride, steeling himself at the thought he could vanquish perhaps the greatest evil that still remained.

Time Turner covered her mouth as she coughed. “I'm okay,” she said as her concerned assistant fluttered to her side. “Just a little...under the weather.” She studied her tired reflection cast in the sheen of metal from one of her half-finished contraptions. “Talk it over with your crew. But be honest. Not all of them might be so quick to throw away their live's on a fool's crusade!”

“We've done the impossible many times before, and we'll do it again.” He meant it, too.

Derpy looked between the,, recalling her own experience at the Flesh Factory. “We should help those poor prisoners if we can! I'm with you!” She wasn't much of a fighter, but he admired her loyalty and enthusiasm.

Time Turner shrugged, swearing she could hear cloister bells ringing somewhere. “Very well. Convince the majority and you may count me in.” She couldn't cower in a lab forever. She would have to face her imminent mortality eventually.

He decided to summon everypony for another meeting. His gamble could cost all of them their lives. But if the cult really was there, with the Necronomicon in their possession, could he really let this stand regardless? He simply hoped ther was still a chance to save Starlight and Sunburst too. They had done much for the resistance. Time he repaid their efforts.

He stepped outside into the villa where his troops were lined up, weapons in hooves as they performed their daily exercises as one, directed by Flash Sentry and Fleur de Lis who had apparently returned to her role as an elite soldier. Further on he saw Trixie practicing her magic with Fuschia and Lavender in their usual routine. Then there was Tree Hugger who sat in a circle holding hooves with the Cutie Mark Crusaders in the rustling grasses, humming a mantra as she helped them center themselves.

Vinyl and Octavia put on a small concert for the locals with their back up dancers, Lyra watching in front of the crowd like usual. He figured Redheart was back in the hospital wing hard at work like usual, Rarity was probably out shopping to take her mind off things, and Capper was likely trying his luck with the local mares. With Pinkamena, who knew? She came and went as she pleased, often popping up in unexpected places, but thankfully she was harmless to her allies.

That left Sunset Shimmer who he spotted dozing peacefully under a tree's shade. She stirred on occasion, nose twitching, grumbling from an ache even the painkillers Redheart provided could only dull so much. The nurse had warned her to use them sparingly, fearing she would become addicted. He draped himself around her, pulling the second love of his life close to him.

He'd let them all have a few more hours to themselves. Then it would be down to business.

*****

It hadn't taken long for Mother to settle into her new domain. Her horn started to shimmer and twitch when she read words from the black tome, but she refused to cast a spell yet, knowing that with how weak she was it wouldn't take much for the demonic entity even in its weakened state to possess her. Far greater minds like the parallel Twilight had their spirits consumed by it.

She closed the book and tucked it away when Cherry Jubilee arrived for her daily visit to see how she was getting along. They would retreat to the bedroom, have a few drinks, and she'd mechanically make love to the sultry mare, hoping that should she satisfy her quickly she'd get lost that much faster. Not that she minded the sex, but it seemed inconsequential by comparison.

After a few drinks she told Cherry about her foalhood, how her parents considered the sisters freaks of nature when they'd developed their cutie marks at such an absurdly young age, and even called them perverse when they discovered the way pain and pleasure were linked between the twins. They were given up for adoption and almost separated.

It was their first taste of how cruel Equestria and its denizens could be. They had vowed to remain together forever after that. It was a stroke of luck that their beauty had caught the eye of Princess Cadance who took them int her service. The maids had even picked the same job and lover rather than be separated, forever co-dependant on each other for support.

She shook away such reveries, the clothes practically torn from one-another, addled by shared lust. She rolled with her, laughing for the first time in a while, hooves wandering aimlessly over each other, tongues darting and dancing clumsily.

Their sticky clams kissed, trails of marecum connecting them in translucent strands, hips bucking each time they slammed and grinded into each other. Jubilee suddenly rose atop her, pressing her crotch hard as she could against her cunt with a triumphant grin. Mother simply relaxed under her sweaty form, eyes widening as she felt like something had suddenly wiggled into her snatch. No, it had to be her imagination. She was simply being paranoid, starting to lose touch with reality.

She suddenly felt rather dazed and sleepy. Had she drank too much? Her senses dulled further. Her head swam. “W...what did you do to me...?” She tried to rise from the stained bed, toppling onto the floor with a thud, her frame growing heavier by the second. Her stomach gurgled and turned, drool leaking from the corner of her maw. Was it poison...?

She tried to focus on Cherry Jubilee who stood over her, laughing. “Oh, you poor little fool.” She emptied the contents of her wine glass over her face. “You'll understand, soon. Not that it matters, little missy. Your wonderful new life is about to begin!”

“Pestilence...Starlight...Bon Bon...” She tried to call for help but it came out as a hushed whisper. Hooves clawed at the floorboards while she desperately tried to crawl away. A hoofkick to the head finally made her black out.

*****

With the assembly called Shining Armor stood before the village at the town square, the map placed upon a stand behind him. He alid out his plans for the attack on the Atrocity Exhibition, and at Time Turner's insistence stressed the odds, which made even him have second thoughts. Most of the surviving mercenaries had taken their share of the wealth and left. Just as he'd expected. They hadn't signed up for a suicide mission. But he always put honor before reason and especially profit.

“...I won't blame anypony that wishes to back out. We may not be able to win this one. But I have to try!”

Trixie was the first to waltz forward with her sidekicks close at hand. “You're absolutely right. This isn't our fight! Sorry, but I'm no heroine. Trixie fights for her own reasons at the time of her choosing! We'll wait here...in case you come back.”

He frowned but nodded, not too surprised. She could be quite brave and even noble when she wanted to, but that selfish streak of self-preservation had never left her. The trio walked away from the restless crowd and made their exit.

Next it was Vinyl Scratch who said, “We don't intend to leave the force, but we're sitting this one out, too. This is crazy and we're not about to throw away our lives! Isn't that right, Octavia?”

With a reluctant nod Octavia said, “We too shall await your return. I have this terrible premonition.” She touched her heart and listened to its uneven beat. “However, I know you won't disappoint us. Lyra, come along.”

“No. Bon Bon could be there.” Lyra dug her hooves into the dirt and refused to budge even when Tavi tried to pull her. She was practically in tears. “It's my life, my choice! Running away with tails between your legs if you like, I'm not afraid to die!”

“It's not like that,” insisted Vinyl with a scowl at the accusation. “I just don't like this plan.”

“I know you're not afraid Lyra,” said Tavi. And that's what worried her. She was so wracked with grief and a desperate hope their old friend could be saved she almost had a death wish. They never should have allowed her back into the force.

Lyra coldly turned her head from the pair of musicians. “Let's go Tavi,” insisted the DJ.

Octavia wiped a solitary tear from her cheek, fearing this would be the last time she saw her. She didn't want to end their friendship like this but doubted she'd listen to reason. “Take care, Lyra. We love you.” The pair trotted away.

“You know this isn't my scene either,” said Capper who pulled his whiskers. “Maybe if I my airship back...”

He waited a moment overlooking the rest of his troops. A number of soldiers and volunteers also bowed out, but Redheart was the sole one that spoke up. “My place isn't directly on the battlefield. But I'll be here for you, too. Still dear...there are some ponies I don't think should participate due to their condition...” She shot subtle looks at Sunset Shimmer and Time Turner.

He understood her reservations. He was tempted to ask Derpy to remain here for similar reasons. No use throwing their lives away if it was a futile task. However, he couldn't afford to think that way. He offered them one last chance to turn back, and when there were no takers, he ordered them to march, Flash and Fleur saluting him, then snapping to obey.

They piled intontheir wagons, and the procession moved out, with him in the lead. Sunset and Derpy were seated by his side, the former laying her head on his shoulder, while the latter opened up and read letters from a sack. He recalled their assault on the Flesh Factory. But they'd had Spike then. Their greatest weapon. Did they really have the resources to pull this off?

At least Time Turner promised a surprise that would help even the odds. She was infuriatingly secretive like always but he didn't press her. She'd always come through in the past no matter what form she wore. His mane billowed in the wind as the road rapidly passed by. He embraced his soft and supple mares, soaking in their warmth as they headed onward.

*****

Unaware of how much time had passed once she finally came to her senses, Mother took in her new surroundings, seeing what looked like a changeling hive, only far more grotesque. Piles of bones from various creatures littered the caverns. Good dripped from teeth-like rows of stalagmites. Cocooned above were ponies, dragons, griffins, hyppogriffs, and any other number of species, changelings buzzing about and ripping chunks from their flesh or siphoned out their blood with slurps.

She was similar bound by strands upon a stalactite, Starlight and Sunburst locked on separate spires next to her. They were covered head-to-hooves save for their eyes and nostrils, facing a grotesque monstrosity which stirred, having embedded itself within these caverns. It was like a wall of tentacled flesh with a single, giant eye which studied them.

Cherry Jubilee sauntered up from the shadows with the Necronomicon in hoof. “Welcome back, sweethearts.” She moved closer to the trio, sliding down the bindings around their mouths so they could speak. “Forgive the poor hospitality.”

Mother stared in wide-eyed horror. “What did you do to me...?”

She sighed. “Not that again.” She laid a hoof upon Mother's belly which had swelled a bit. “Can you feel it? What you'd probably term a 'parasite' growing inside your uterus. It crawled from my womb to yours when we last made love.”

Suddenly Mother felt even more nauseous. She could indeed feel something subtle squirm within her core. When their slits had touched she must have let it worm into her. How could she have been so stupid?! She'd been expecting some sort of overt attack, or perhaps a knife in her throat or a pillow smothering her while she slept, but nothing like this.

“Don't worry sweetie.” Cherry rubbed her own stomach. “I still have one inside me, too.”

Sunburst studied the creature then her. “You're no more than a mouthpiece for that thing. Does the host die once a parasite infects it?” Mother shuddered, suddenly quietly weeping, while he fished for information.

Jubilee shook her head. “No, she's merely dormant. Although I can draw on her memories and replicate her personality.” She giggled. “The cult set up all these breeding camps many years ago. You should have done more homework, sweetie.” She tapped Mother's cheek. “This one split off and went underground for quite some time.”

He narrowed his eyes. “Atrocity Exhibition. Why the portentous name?”

“The former cult leader loved her literary references from what I understand. Probably taken from some book she read in that other world. Even if she wasn't Equestria's Twilight Sparkle, you couldn't bear to think of her as anything even resembling your old friend, and so you'd call her the enemy, the nemesis, your adversary, whatever allowed you to dance around the facts!”

Starlight darted her eyes about the cave. “Let me guess. The changelings are all infected, too?”

“Indeed. They're busy little workers here, and without love to feed on, we had to alter them to feast on fear, instead. Unfortunately only females have the proper equipment to carry are spawn. With a name like Mother you'll make a perfect broodmare! It's like you were born for this role!” Mother retched in response, the walls of her womb squirming.

Tentacles suddenly lashed out from the abomination, coiling around Sunburst as they ripped him free. “I'm not sure who's the luckier one! Males will provide excellent sustenance for our kind...” The wall of slimy flesh opened to show a black void filled with uneven rows upon rows of razor-sharp teeth already stained in blood. “While females will be filled to the brim with spawn!” Her laughter echoed to light up crazed eyes, her current vessel little more than a fleshy puppet.

Starlight thrashed in her bonds haplessly, seeing her lover slowly be lifted away. “Damn you!” She looked to Mother. “This is all your fault!” She knew Sunburst's magic was far too weak to break himself free. “If not for this neutralizing ring...”

Mother stopped sniffling, recalling the magic incantation. Whatever their past grievances they were temporarily allies. When she spoke the alien words they sounded like babble. Upon their completion the ring around Glimmer's horn was momentarily rendered no more than a thin sliver of metal, which melted away when the full brunt of her magical energy was unleashed to free herself. She burst from the web-like bonds, peeling them apart like she was unraveling fabric from a dress.

Unfortunately by the time she was freed, Sunburst shot her one last look, mouth words she couldn't hear under the explosion of power to let her knew he loved her, and was tossed into the maw of the beast. It bit down with a crunch, scarlet flowing from its jaws as it gnashed away on bone and meat. She screamed, taking aim with her horn and blasting away at the monster.

It sizzled and smoked and shrieked. Tentacles lashed wildly, but she leapt from side-to-side to avoid them, mouth drawn and eyes narrowed as she poured on all she could muster from her reserves. She didn't care if exertion killed her. This thing had to die!

Sediment rained from the quaking interior as the monstrosity embedded in its walls thrashed, stalactites and chunks of rock crashing with echoing thuds, kicking up thick clouds of dust. Cherry Jubilee ran for cover, dropping the Necronomicon in her haste. Mother simply laid there, even after her bonds shook apart, landing on the cavern floor and continuing to weep.

A swarm of changelings buzzed as they fluttered towards Glimmer. She continued to dodge them, teleporting with a blink when necessary, constantly pouring on more lethal blasts of concentrated energy which seared into the cooking, bubbling horror, its eye now a melted mess that puddled before it. It tried to retreat deeper into the recesses, but she poured on even more power.

*****

At the same time that played out Shining Armor's forces had piled into Time Turner's caravan like she instructed, which she claimed was merely the appearance it had taken due to what she'd dubbed a chameleon circuit, the experimental craft's interior proving far more expansive than its exterior like expected. A small army was now huddled inside.

“I'm afraid it wasn't meant for short, localized hops. I planned to explore other worlds with it you see,” she explained mostly to her assistant Derpy who she liked to show off her knowledge and skills to. “I'll spare you the techno-babble!” She mostly just make a bunch of gobbledygook up anyhow rather than recount all the tedious, incomprehensible details.

What mattered was that they had arrived in the midst of the enemy lair. This was the moment of truth. The moment they stepped out alarms were already blaring. “Damn!” Shining readied his white broadsword. “We've already been discovered?!”

“I think not,” said Time Turner. The inside was pretty similar to the Flesh Factory; numerous stocks where battered mares were lined up to be bred relentlessly. She used her sonic device to point at the slavers who were at war with the cultists. “I don't entirely follow, but we can use this to our advantage. Free the slaves and bring them back here.”

She'd expanded the radius and power of her tool, aiming it at whatever security device she came across, and disabling it with a hiss and pop, the vibrations it emitted fusing circuits. The metal corridors clanked under hooves, cast in a demonic shade of red to denote an emergency. Derpy fluttered nearby as they stalked further into the madhouse all around them.

Stocks opened all over with a click, padlocks fell away, and a number of mares ran for freedom, while others stumbled or couldn't even move. Shining, Flash, and Fleur moved in to protect them, backed by squads of soldiers assigned to each of them. As his oldest and most trusted soldiers they would serve as his lieutenants and deliver orders when he was absent.

Gunfire erupted in the distance with a steady staccato. The Cutie Mark Crusaders opened fire back, smoke and flames rising around them, sprinklers going off overhead. “Take that punks,” called Babs Seed. “You like that?!”

Rather than focus on fighting, Sunset tried to keep her head down, guiding the lost and wounded slaves back to the caravan. She watched them with a pained expression, laying a hoof on their backs. “It will be okay. We'll take care of everything.” She was helped by Rarity and Lyra who used their lit up horns to raise a barrier in case a stray bullet pinged their way.

Pinkamena picked off enemies from the cult and slavers alike, emerging from the shadows to cleave them apart with her sword, simply to dance back into the darkness afterwards. Tree Hugger took up a rifle once more, along with her old open brown vest she'd decorated with various buttons and round red spectacles, flanked by Mr. Bear and a few other animals that insisted they help her. Just like Fluttershy she hated to endanger them, but knew they could use every bit of help they could get.

“This is merely the top layer,” reminded Time Turner, stifling a cough. “I've tracked a great surge of magic below.” She nodded to a forcibly opened hatch. “Looks like the cultists have already provided us with a pathway!”

Shining Armor weighed his options, now splattered in flecks of blood. “The main bulk of our forces are needed here. Our priority is saving the slaves. If you do head down there...take care.” He looked thoughtfully to Derpy, never understanding why Time Turner put her in such constant danger. Surely there was a better way to educate her and show her Equestria?

He ordered a small squad of soldiers to escort them, Fleur galloping to the front. “Allow me.” He reluctantly nodded, wondering if she was hoping for a potential shot at the cult's leader, and hoped she'd be able to keep a clear head. While the unicorn usually appeared dainty, she'd taken up the old enchanted armor, helmet, and spear she once carried.

An alien heartbeat sounded below. They descended into the abyss.

Author's Note

And another one bites the dust. You had a good run Sunburst...

Chapter 10 - The Blight At the End of the Tunnel

Cultists and the few hybrids that remained flooded into the caverns, battling the swarms of changelings which descended on them like a black cloud. A ceaseless buzz filled the atmosphere. Bon Bon took aim, popping the heads of her targets, which splattered into a gooey mess. Upon the disappearance of Mother she'd temporarily seized command, determined to track down and rescue her. She cocked her rifle, unloading shot-after-shot, her cold eyes hidden behind dark sunglasses.

“Fan out. Take no prisoners. We'll raze this place to the ground and salt the earth.” Without their leader she had no direction other than serve the cult's interests. The fall of her hooves were almost silent when she hopped from place-to-place.

The moment Mother disappeared she had scoured the area. An attack had come suddenly, but she was ready for it, laying her own trap for the mercenaries sent to exterminate them. They had suffered an acceptable amount of losses; some casualties were to be expected. Funny enough, it was Pestilence who had inadvertently warned them; he'd sent a carrier pigeon with a letter in secret, hoping it would reach Derpy and lead Shining's force here. She'd intercepted the message, and caught wind of strnge movements from their new allies. Not that she hadn't already suspected treachery and kept tabs on them anyhow.

What she didn't notice her the strange parasites that slinked away from the downed corpses, as she barely took a moment to confirm each kill before moving to the next target. They resembled slimy silverfish but we're larger and darker, darting quickly and moving in silence. So busy was she fighting more changelings that she didn't even feel the one crawling up her leg.

Its beady eyes studied her anus and vagina, worming into the latter, squirming down the wet pink tunnel, until it wiggled its way into her cervix entrance and took root in her warm womb. She winced from a sudden sharp pain in her core, followed by an odd arousal, her sex dripping down her loins. She hadn't felt such an erotic sensation since her brainwashing under the cult. It profoundly disturbed her. She ignored the odd mix of emotions for the moment, focused on the battle at hoof...

*****

Back in the quiet villa Vinyl Scratch and Octavia tried to practice their latest routine, simply to find the lacked the usual harmony. After years of practice they'd honed themselves into a well-oiled unit. Yet both knew where the fault lay; after their falling out with Lyra it seemed so empty. She had a way of brightening even their darkest days despite her grieving. In fact, without her cheery demands to give each other another chance they probably would have parted ways a long time ago.

Every time they made love it was a reminder Lyra made this romance possible. The pair felt like they owed her. “You only live once,” the DJ said with pursed lips. “I'm not about to throw our lives away on some testerone-fuled fool's errand!”

“You needn't justify yourself to me,” reminded Octavia who'd heard similar tirades since the small army had left. “I simply hope Lyra will be okay,” she admitted, speaking aloud what both of them had been thinking for some time.

“She's a lot tougher than she looks,” replied Scratch desperate to convince herself. Certainly their old comrade was no slouch, but she lacked in killer instinct. Both agreed that soft side might cost her life someday. It was brutal out there.

“Maybe we should have volunteered, after all.” Tavi sighed. “At least the turnout here is nice, relatively speaking.” They couldn't expect much from such a small and poor villa, but they made quite the stock of bits anyhow. Of course even their saucy backup dancers struggled to compete with Trixie's stripshow, especially when she invited lucky stallions backstage to have a piece of her and her sidekicks. She watched the witch performing her usual tricks in the buff, partly obscured by colored smoke.

“Tch. We'd be twice as popular if we were humans,” murmured Vinyl with a twinge of bitterness. “What's she got that we don't?” She leaned on a speaker propped onstage for support, shaking her ass and tits with gusto.

“Leave it, Vinyl. Envy doesn't become you. It does provide a certain exotic flair, you must admit. Plus they have hands and fingers. Lyra certainly seems quite fascinated by them.” She covered her mouth to stifle a titter.

“Feh. The novelty will wear off, but we'll still be here, rockin' the real party!” She smirked and trotted over to her lover, planting a firm smack on her ass, which made her mildly flush, still holding a bow in one hoof and supporting a cello with the other. Behind them Flitter, Cloudchaser, and Pacific Glow practiced their usual synchronized and seductive dances.

“Capper certainly seems to approve,” noted Tavi who noticed how intently he studied them all.

“Ha, ha. All he wants is some more pony puss. Not that I blame him wanting seconds from a fine prize filly like me!” She scrunched up her snout, souring anew. “Oh look, he's already checking out those sluts Trixie, Fuschia, and Lavender...”

Octavia took a deep breath. “Go easy, okay? Remember, she's lost her daughter. I can only imagine what she's going through right now. Probably throwing herself into work and sex harder than ever just ot ignore the pain...”

Guilt and shame suddenly overwhelmed Vinyl who bowed her head. “You're right. I'm being thoughtless.”

A rumble in the distance interrupted them. Heads from all over the village turned in the direction of the Everfree, the low rumble growing louder by the moment, like an earthquake was about to strike. Redheart and her assistants were suddenly ferrying patients to shelter, preparing for the worst. Trees rustled about the outskirts, leaves twirling loose under the vibrations.

Goo rushed the area in a tidal wave. Greenish-yellow, sticky and bubbly, hissing and writhing, it bowled over and smashed tree trunks. Vinyl instinctively rushed to the main entrance, flared her horn, and cast a protective shield, the invisible force-field just barely managing to halt the deluge. Already she was sweating and straining under its alien power. “Help,” she wheezed.

A number of unicorns from the habitant ran to assist her, their protrusions lit up too, adding to the protective magic she weaved. “This isn't the kind of spell I'm good at,” whined Trixie as she, Lavender, and Fuschia did their best to help expand the dome's radius. A wall of the alien substance hovered overhead, the Smooze altering its composition, trying to find whatever combination of chemicals would allow it to break in. Suddenly a hiss was audible as it bubbled and foamed.

“Ah fuck!” Vinyl hissed when a droplet of acid ate through the shield, landed on her shoulder, and ate a tiny chunk from her skin, leaving a nasty wound and almost making her lose concentration. But she knew the moment she did the united unicorn spell would likely fall like a line of dominoes and they would instantly be consumed by this damned horror.

“I feel so helpless,” mumbled Octavia who wished she had one of those modified unicorn horns the cult members sometimes used as weapons, despite how obscene she thought the idea was. “Isn't there anything we can do?!”

“Afraid not,” said Capper who for once seemed humorless. “Guess we made the wrong choice, huh?” But for all they knew Shining's army fared no better. By now the Smooze surrounded them from all sides, offering no hope of retreat.

The occasional trickle of acid rain ate its way through, a scream sounding as it splattered a stallion, melting flesh and bone from his face. He crumpled onto his side with a thud, still hissing and writhing, steam arising from his half-eaten corpse.

The villagers were forced to huddle closer, boxed in, the end drawing closer with every passing second...

*****

With a continuous magical onslaught Starlight Glimmer had driven the monstrosity into the innermost depths of its lair. She watched it retreat into the murky darkness down the black slope, still huffing and ready to pursue. The one thing that made her pause was the strange sensation of something alien crawling inside the walls of her womb. She held her belly which had started to bloat, fell onto her side, the parasite embedding itself within her contracting walls, her moist slimy insides churning.

She huffed and blushed laced in a sheen of perspiration, moaning low as her breasts and swollen stomach rose-and-fell, lubrication dripping down her thighs like she was edging on the verge of a mind-blowing orgasm that wouldn't come. She wondered what was wrong with her, then saw Mother and Cherry Jubilee were wracked with the same symptoms, writhing nearby as they convulsed in throes of pleasure, spurts of marecum erupting from them as she finally burst too.

“Damned...monster...” She cried out certain it was behind this. One last desperate attempt to save itself. They could all feel their parasite crawl inside their uterus, what had once felt strange and painful now wracking them with unspeakable pleasure. It was molding themselves to them, trying to infect their brains, to make them desperately wish to become its servile broodmares!

Bon Bon landed softly nearby, a trail of splattered changeling bodies left behind her. She started to take aim at Glimmer with a rifle slung on her back, but was hit by the same sensation as the spawn fished through her core, making her grab a swelling barrel and breasts, her sweaty face burning bright as a steady trail of wetness leaked from her slit. “What is this...?”

She stumbled unsteadily towards Mother who was still rolling on her back like she was ready to give birth, her face twisted with obscene bliss even as tears leaked down her cheeks. Bon Bon dragged herself closer one hoof at a time, then inevitably collapsed and wiggled too, ashamed once euphoria and a desire to mindlessly be bred for life suddenly kicked in. She told herself it was the creature's doing. It had warped their psyches. Not that it changed what they all felt as it wormed deeper.

The foursome squirmed there for what felt like hours, each second stretched out as it altered their perceptions, soaked in a combination of sweat and each other's marecum. Their gaping fucktunnels continued to convulse as they splattered each other in their lubricants which pooled under their buttocks The air was now thick with the combined smells of their feminine musk.

Trots sounded in the distance. “Be careful, Derpy.” Flanked by soldiers, Time Turner and her assistant approached, the mare stopping before the impregnated quartet and drawing the sonic device from her coat. “Nasty business,” she noted. The troops remembered their training, trying to keep themselves under control, but a few popped boners at the sight before them.

“T-take me stud,” whimpered Cherry who locked her eyes on the stallion with the largest equipment, from his flared tip which was spotted with a bead of precum primed and ready to breed any of the willing mares.

“I wouldn't suggest it,” warned Time Turner. “Is a good lay worth being eaten by a parasite?”

“I don't care anymore,” whined Bon Bon whose eyes were glazed over and her mane was messy like a strung-out crackwhore, the onslaught of pleasure all throughout her unbearable. “You can all take me at once. Just make the pain stop!”

Time Turner shook her head and Derpy covered her eyes when the stallions seemed to lose all sense of themselves, senses dulled by the perfume musk their cunts continued to emit, until the lot of them descended on the infected mares. They buried their cocks deep in whatever moist holes were available, reduced to little more than rutting beasts as they triple-penetrated the foursome.

She shook her head with tsks. “Glad I'm not a stallion anymore. Granted, the mares have suffered an even worse fate...” She adjusted the settings on her sonic device as the colts continued to rail them, several already having spilled their seeds which dripped from needy holes, simply for more troops to replace them. “I'm afraid this will hurt quite a bit.”

First she changed the frequency so that it would help tire the stallions out, already exhausted once they spilled their loads. Derpy helped them lay down as they collapsed onto the rocky floor. Soon they were all sleeping in a close pile. Next she tinkered with the tool's settings once more, its tip emitting a light which served as an x-ray, allowing her to see the parasits festering in their wombs. “Just like I thought. We'll have to extract them to save their lives. Should have brought some gloves. Derpy?”

At her request Derpy lined up befor their first subject, Cherry Jubilee, whose parasite was most deeply rooted in her. “It's linked so deep this very well could kill her. But she'll die for certain if we simply leave it. There's no choice.” She turned the settings some more, sat between Cherry's spread legs, and aimed the tool into her crevice, a buzzing sounding as vibrations were emitted. The spawn started to squirm uncomfortably in its nest. “Derpy, reach deep inside and extract it by hoof. Carefully.”

“Miss T-Turner, it won't attack me, will it?”

“No worries. I'll be ready for it. Please, Derpy. They're depending on us.” Touching another mare in such an intimate place was strange to Derpy, but she could handle that. But those icky monsters? Yet she knew this was horribly wrong. With trembling hooves she reached into the gaping foalhole, still smeared with semen that she tried to wipe away with a washcloth, feeling the walls convulse around her when she reached deep as she could. Jubilee shrieked, a stream of fluids leaking from her urethra.

However the spawn grew increasingly uncomfortable from the oscillations and a sound which was almost inaudible to ponies cast by the device. It instinctively pushed the slimy entrance to the cervix open, wiggling its way out, only to be seized by Derpy's now slime-riddled hooves. “Now, Derpy! Pull!” She yanked hard, a trail of marecum sticking in strands which connected Cherry's vulva and the silverfish-like creature, which tried to slip free only for Time Turner to stomp it into a flat mushy pile.

They repeated the process with the others, Mother, Starlight, then Bon Bon in turn, the quartet now barely conscious. Their bellies remained partly swelled for the moment, still breathing hard while their sanity started to return. Time Turner forced a potion down each of their throats, not that she needed contraceptives herself since she'd always avoided romantic entanglements, but she carried one for others in case of emergencies. “There. No nasty unwanted offspring!”

Derpy frowned sympathetically. “So this is the cult's leader?”

“Apparently so. I thought crystal ponies were extinct. She's tried to turn herself into an alicorn...with rather limited success. What a curious cutie mark.” She traced the linked female symbols of Venus. “Otherwise, she doesn't appear to be special.”

The moment Bon Bon partially recovered she was instantly on her hooves, reached for her rifle, and aimed for Time Turner. “Now, now. Is that any way to repay the mare who saved your life?” She smiled, raised a hoof, and showed off the bullets she'd somehow slipped from the rifle. “They call me a doctor, but I'm more like a magician. Why must we resort to violence?”

Bon Bon lowered her weapon and slumped her shoulders in defeat. “Shut up, hypocrite. If we hadn't cleared the way you never could have come this far.” She nodded to all the corpses of cultists and changelings that lined the caverns. “Mother, wake up.” She slapped her cheek a couple of times until she stirred. “It's time we left. There's nothing left for us here.”

Mother shook her head. She looked to the Necronomicon which even in her addled state Starlight had seized and held protectively to her bosom. “Can't you see? It's over. Most of our forces have been decimated. I've failed. I stained my hooves with the blood of so many ponies for nothing...” She wept into her hooves, sniffling as her sins weighed heavily on her.

“I won't let you simply lay down and die. We'll start over from scratch if necessary.” She opened a satchel strapped at her waist, pulled out Wet Nurse's diary. “I saved this because I know how important it is to you.”

With a muted sob Mother nodded and accepted the book with trembling hooves. “Thank you, Bon Bon.”

They started to trot away. Starlight rose to stop them but Time Turner raised a hoof to stop her and shook her head. “They have their own destinies to fulfill. Besides, you're still too weak. I insist you rest.” She forced her back into a seated position.

Starlight glared with barely contained fury. “What, let them just get away with all this?!” She rushed at Mother, knocked Bon Bon aside with a strength that surprised her, and tackled her to the floor, grabbing and shaking the limp cult leader. “You're responsible for all this!” She started to cry, remembering what happened to Sunburst. “Bring him back!”

“I can't! There's no body left! There's only one way...” She looked at the black tome, shaking her head.

Glimmer dropped her, and barely noticed Bon Bon reached for a smaller hidden pistol in her satchel, just for Mother to shake her head. The pair retreated from the caverns. For several moments she stared at the black book in her hooves. She knew it was insanity even as it called to her. Knew what the price could be. But to have Sunburst back? He was everything to her.

Time Turner frowned. “Wait-” But with a blink Glimmer teleported away to who-knows-where. She sighed. “It seems I must finish this. I can't allow that abomination to recover.” She handed her bag to Derpy. “If I don't come back, I've left instructions in my caravan.” She pressed a hoof to Derpy's mouth, silencing her. “There, there. You'll be fine! Trust me.”

Derpy held the uncoscious Cherry Jubilee. “Be careful, okay?”

With a cough Time Turner set off alone into the innermost depths of the alien's dreary lair.

*****

The exit loomed ahead. Bon Bon allowed Mother to rest on her shoulder, the pair cantering ever closer to freedom. Then she paused when a familiar mare stepped from the shadows and approached. “Stop,” she warned taking aim with the small pistol. It could only carry a couple shots, neither of them powerful, but it was more than enough to down a pony, especially at close range. “You've seen my work. You should know what am accurate shot I am by now. Let us pass.”

“No.” Lyra headed closer. “You...you'll have to kill me, Bon Bon. Me, the mare you love.” She moved closer. A warning shot pinged off the floor, but she paused momentarily, then pushed ahead. The cool barrel of a gun touched her chest.

“Whatever you think we had, that Bon Bon is long dead.” She suddenly grabbed Lyra by the mane, forcing the weapon's tip into her mouth, staring with cold, hateful eyes. “The name is Sweetie Drops.” She tried to pull the trigger.

“Don't,” ordered Mother. “There's no need to kill her.”

No matter how many times Bon Bon tried she couldn't do it. “I...I love you Bon Bon,” managed Lyra despite the cold metal filling her maw. “A-and I know you still love me, too...” She touched her lover's heart with a quivering hoof.

Confusion overwhelmed Bon Bon who pulled away. She remembered old times with her companions. Working under Fancy Pants, undertaking missions with Vinyl Scratch, Octavia, Time Turner, Derpy, and most importantly, Lyra. Theirnlife had been filled with constant violence. A part of her simply wished to settle down with the mare she loved. But she told herself it was necessary for Equestria's sake. And despite all that they had been content most of the time.

She raised the pistol to her head, felt it press to her skull. “No, don't!” Mother watched in horror, and Lyra ran to stop her. A loud bang sounded. Blood, brain matter, and skull fragments struck Lyra, whose wails echoed through the caverns. The body toppled over in a thick red pool, the conflict in her tormented mind silenced with finality.

Lyra curled up next to the remains, weeping. Memories of Mother's own death flashed in her mind, her neck twisted, and Wet Nurse coiling next to her, begging the former cult leader to bring her back, saying the twins couldn't live without each other.

“Bon Bon, come back! Come back!” Lyra continued to call out, losing touch in her hysteria.

Unable to take any more, Mother broke into a mad gallop, tears falling as she held the diary under a limb. She didn't know where she was going or what she was doing anymore. Only that she needed to escape this madness. The ladder built into the rock which led back to the Atrocity Exhibition were so close. She spread her implanted wings, prepared to take flight.

A spear flashed in the darkness. She reared up instinctively. It slammed directly into her cunt, exited out her ass, and lifted her up, until she was impaled against a wall. She coughed up blood, staring at the wound in her sopping marehood, barely able to conceive it had happened. Blood rushed to her already heavy skull, a coppery taste drenching her mouth.

She reached weak hooves around the speartip, trying to pull herself free, crimson splattering the opened diary which she had dropped to the cave floor. “P-please...spare the diary...it's all I have left of my twin sister...”

Fleur looked at the soaked book with disdain, holding the spear in place. “Oh, this?” She spitefully lit her horn, unleashed a blast of powerful energy, and set the pages ablaze, sneering as she forced her to watch it burn. “Nopony will mourn you. This is for Fancy Pants you murderous bitch!” She twisted the speartip, watching the broken and crying cult leader bleed out.

She dropped the still barely-breathing mare, withdrawing the spear with a plop. Hiking a long leg up, she released a warm stream of urine directly onto her face and into her mouth, making certain her pissing cunt was the last thing she saw.

Then she lifted the corpse with her aura, carrying it to a pair of wounded hybrids not too far away, and tossing it to them with scorn. They leapt on the fresh meat, no longer recognizing it as their master, tearing chunks apart while they feasted on the last crystal pony. Drool leaked from their maws while they happily picked the bones clean.

It was done. Fleur felt satisfied yet empty. She hurried back to the Atrocity Exhibition above.

Author's Note

So long my favorite background pone, Bon Bon...

Chapter 11 - From the Ashes...

With a deep breath, Time Turner headed alone into the gloom, choking back a cough. The atmosphere was suffused with radiation, a reactor that helped power the Atrocity Exhibition buried deep below. This half-dead creature had wrapped itself around the pulsing machine, slowly drawing energy from it. Left unchecked it would arise more powerful than ever.

Its alien voice telepathically spoke into her head. (Theta Sigma. Ka Faraq Gatri. Merlin. You have many names.)

“Just Time Turner if you please. I'd rather not stand on ceremony.” She'd dreaded this day for some time. But she had to face her fears. “You seem to have me at a disadvantage. How do you know so much about me?”

(I was once imprisoned in the Necronomicon, too. I broke away when a number of spirits manifested during the final battle with who you called the nemesis and decided to take root here. Entities like us can pierce the veil between realities. I see your other incarnations scattered across separate, infinite dimensions. You are the darkness even monsters fear.)

She shook her head. “I'm simply a traveler and a scientist. But I know you must be stopped.” She aimed the sonic device at the dying beast, turned it to the highest setting, knowing that while it pretended it could be reasoned with, it likewise couldn't deny its evil nature. The partiallhy melted creature hissed, withdrawing against the rocky walls, unable to put up a fight.

With a pained expression Time Turner unleashed the sonic waves which were harmless to most beings but were like a poison to these eldritch entities, unraveling their very natures as they tried to remain corporeal in this dimension. Without a body to tether it here it would be cast out into the infinite void. With bizarre howls it started to twist as it was pulled apart atom-by-atom.

She too died a little more each second she spent here. She'd always known this day would come when her final body gave out. She was an old, tired mare by now. There would always be more work to do. She'd accepted that.

(Have you no mercy left? No pity? I am unique in all universes! Let me live...)

Time Turner smiled wearily. “Everything has its time and everything dies.” She continued to pour on the sonic wave until a shrill shriek sounded and the lifeform dissipated completely like it had never existed. Once she was certain no trace of it remained she turned off the device. By now her entire frame was wracked with searing pain.

With another change of settings she shut down the generator, and for good measure sabotaged it, so even if somepony made their way back down it would be quite difficult to get back running. As a result much of the Atrocity Exhibtion's defenses were down, which would mean their nation would soon fall to invaders.

Would the new rulers be any better? Not her place to say, she supposed. She started the long trot back.

It seemed like hours had passed when Derpy turned to her, still keeping vigil over the sleeping Cherry Jubilee and stallions. “Miss Turner!” She covered her mouth, seeing how pallid and sweaty she was, barely able to walk. “Are you okay?!”

“Much as I'll ever be.” She smiled sadly. “Maybe you're not ideal, but you're my successor, Derpy.”

“What? Don't talk like that, Miss Turner! Besides, I'm not brilliant like you! I'm clumsy, dumb-”

Time Turner raised a hoof. “No matter. Even if I believed that were true, there's always a way. Of course I sometimes think knowledge is a curse.” Did she have a right to force it on her? But who else? She had heart and spirit, at least. She started to shimmer a brilliant gold once the familiar process started, but this time there would be no new body to replace this one.

Instead she directed the artron energy into her assistant, funneling it so it infused her form. “A final gift. I know you'll use it well. Take care of yourself Derpy,” she murmured as her frame started to fade into the ether.

Derpy sobbed as they reached out and touched hooves one last time. The last traces of artron infused her with warmth. And with it came a lifetime of knowledge. She cried out. It was almost too much to handle at once. Was this what Time Turner had to deal with on a daily basis? How hadn't she been driven mad by now? “It hurts,” she whimpered to nopony in particular.

She wiped her snout and picked up the fallen coat and sonic device which had fallen where her teacher once stood, claiming them for her own with steely-eyed determination. She knew what she had to do now.

*****

Flames licked the breeding camp's interior. Vast smoke clouds caused eyes to water. Despite its humble appearance the interiors of Time Turner's caravan seemed to be near infinite, a vast labyrinth that could refigure itself on a seeming whim. The insides hummed like they were alive. Working together Shining's forces had ferried in hundreds of mares.

“Almost time to pull out,” Shining Armor noted to his closest lieutenants. “I hope Time Turner will be ready!”

“You can count on her,” called Flash who darted in the air, spear bloodied after all the slavers he'd done. He directed his own squad with a grin, blood rushing as adrenaline pushed him to greater heights. He imagined this was how Rainbow Dash and Gilda must have felt before they met their unfortunate ends. “We've done a good thing today. Saved countless lives.”

Fleur popped up from the enclosure that led below. “Fancy Pants would be proud.” She raced to Flash's side, fighting alongside an old companion-in-hooves. “How about some overtime when we return home?”

He chuckled. “You hopeless tease.” In truth he hoped he'd be able to convince Redheart to give him another chance. He'd worked hard to clean up his act. Decked in the enchanted armor Rarity had woven for them, the warriors could brush off gunfire so long as it didn't strike an unprotected portion, and while his replacement wing wasn't quite the same he could still deftly weave past most blows. Fleur would raise a magic shield when necessary, protecting them from heavier, concentrated gunfire.

Derpy emerged from the tunnel, practically having to drag a grief-stricken Lyra along. She was dressed in Time Turner's coat with the sonic tool tucked into a pocket. “Don't worry, Mr...Shining Armor. I can operate the craft fine now!”

He quirked an eyebrow without comprehending. “Time Turner...?”

“She...she sacrificed herself to stop this terrible monster. Bon Bon, Sunburst, and the cult's leader are dead, too. This is Cherry Jubilee. She was under it's control,” she explained nodding back at the disoriented mare struggling to walk behind them. “Oh, and Starlight teleport to somewhere unknown...with the Necronomicon in hoof.”

Sunset balked in disbelief. “No, no, no! Who knows what damage she could do? Oh Starlight...”

“We'll have to worry about that later. We've done what we could,” he observed looking to his forces hard at work to hold the line to the corridors. Bab Seeds had run out of explosives and the Crusader Mark Crusaders were running low on ammo. Slaver bodies were piled up in the halls as they'd tried to advance, the escaping slaves worth a fortune. “Get ready to move out!”

Sensing their prey were about to escape, the slavers seemed to redouble their efforts, another hail of gunfire erupting in their direction. One-by-one the team pulled back, starting with the weaker members, Shining Armor refusing to abandon a single one if it could be helped. Pretty soon it was down to him, Flash, Fleur, the Cutie Mark Crusaders, and a number of soldiers.

“Diamond Tiara, you're the leader of the CMC, right?” She nodded her head with a smirk, liking to think of herself that way, even though Babs Seed outranked her in seniority and Silver Spoon quietly directed most of their decisions. “Get them out of here. We'll soon follow.” His closest comrades knew the score. They were ready to lay down if necessary for the cause.

“You heard him.” Silver Spoon tugged on their hooves. “We'll only be in the way now! Hurry!”

Tiara huffed, feeling she'd been dismissed out of turn. “Fine...” She beamed at them. “You handled yourselves well!”

Babs slapped them on their backs. “We did, didn't we? Those punks never knew what hit 'em!”

“Congratulate yourselves later,” reminded Silver Spoon who ran towards the caravan, followed closely by the duo.

Once everypony else was safely tucked into the wagon, Shining and his personal guards made their careful retreat back to its shelter, Fleur's and the other unicorns' barrier weakining under a steady barrage. His horn lit up to help relieve them, adding his own magic to their efforts. He'd lost track of the foes he'd cut down with his white blade today.

Several grenades were hurled at the escapees. The resulting explosion knocked them from their hooves, shattering the barrier under the impact but thankfully not before it protected them from the fiery clouds that erupted. Despite her safe position inside, Sunset rushed out to grab Shining who was closest to her, throwing all her weight into dragging him in. She screamed when a stray bullet ripped through her shoulder, toppling with him back inside as she left a bloody trail behind.

Flash had only a second to make his decision. He planted his hooves on Fleur's soft flanks and pushed her in to, smiling as she had a second to look back in a mixture of surprise and sadness, and he couldn't help but feel thankful he'd at least gotten to touch something so lovely one last time before another grenade swallowed him and a number of left behind troops in flames.

Shining Armor reluctantly slammed the door with finality. The craft was already fired up as Derpy worked the controls. It started to dematerialze, headed back to the preset coordinates. He din't really understand why Derpy was suddenly so well-spoken but that hardly mattered at the moment. “Hold on, Sunset. I'll have you patched up in no time.”

He broke out the bottle of healing elixir that Sunburst had given him years before. He'd tried never to touch the stuff, saving it for the most dire of emergencies, since he knew how rare the ingredients were. And with Sunburst dead and Starlight missing he wasn't certain the notes to make it even existed anymore. He uncorked the bottle, pouring a small dab onto the bullet hole.

However a hiss sounded like he'd poured acid onto Shimmer who wailed and winced. Steam rose from the brunt area that had now joined the wound. “Forgive me,” he cried not understanding. Something that Redheart had said struck him. He'd tried to keep it from her but couldn't anymore. “Is it because you're...undead? It's like your body's...falling apart...”

She nodded weakly, pale eyes glazed over. “It's like my body's natural healing has slowed down.” She rubbed the split lip Bon Bon had caused some time back. “Now it's almost stopped completely. Maybe it will soon. I'm dying,” she stated matter-of-factly and turned away. “But at least I made it out. Poor Flash Sentry...” She quietly wept for him as he pulled her close.

He bowed his head. Flash was almost like a brother to him. They'd had plenty of fun times in the past. He couldn't afford to dwell there, though. A funeral would be held for the fallen heroes later. They'd brought down the greatest known symbol of evil in Equestria. Now he'd have to find a place for these freed slaves and take stock of the situation before Starlight did something irreversible. He prayed she wouldn't attempt to hop back in time and negate everything they'd worked to build...

*****

For hours the unicorns kept the Smooze at bay. It rolled overhead, more tiny holes puncturing the force-field, drops of acid rain claiming the occasional unfortunate pony. Some were panicking, and Octavia and Redheart led the efforts to keep order, knowing a bunch of trampling ponies would lead to many casualties. However they were only delaying the inevitable.

The protective dome continued to shrink, its casters trading radius for more power, and even so the acid threatened to eat even further in with each minute that transpired. Octavia frantically looked around. “Any ideas?”

Capper shrugged. “Pray? Nah. Never been my style.”

“Be serious,” replied Tavi who pursed her lips. “Wish I could dig tunnels like Maud Pie...”

Trixie removed her pointy hat, dug inside, and drew out a few smoke bombs. “We could use these to perform a short-range teleport. However, I've never been able to perfect them. We could end up right in the center of the Smooze!”

“That would be a rather nasty end,” noted Capper staring at the steaming skeletons of acid-eaten ponies.

“It could be the best option we have,” said Tavi. “But it can only transport a few, correct? Not many bombs to go around...” She shuddered at the idea of leaving the villagers to die. How could they choose? “Perhaps we can return with help...”

“They're mine,” reminded the witch. “Trixie shall decide who's worthiest!” Not that she relished the idea either. But she couldn't let sentiment get in the way of survival. Some of them were too soft for their own good.

“I can't abandon the wounded,” said Redheart who tended to an acid-burned victim. “So count me out, dearie.”

“Better...hurry,” reminded Vinyl whose brow was drenched in sweat from drawing on her last reserves.

But when the time to make the choice came Trixie hesitated, raising her index finger like she was ready to point, looking from one terrified and hopeful face to another. In particular she felt a certain responsibility to Fuschia and Lavender. Damn it! When had she become so caring? Must have been the terrible influence of ponies like Shining Armor and Sunset Shimmer.

She closed her eyes tight, waving her digit in a circle. “Eeny, meeny, miny, moe...”

What sounded like tons of glass shattering sounded from far beyond, and the very air rippled, a portion of reality itself seeming to collapse, much like when the Smooze breached the walls between parallel worlds. From the rent leapt a purple dragon that towered over any stallion, wings spread as it glided down, and upon its back rode an alicorn and a humanoid pony dressed like a witch. “Hurry Spike,” called the mare in the lead, the rider behind her clasping her midsection with her hands.

“No way,” called Capper with a cheeky smile. “Couldn't be...!”

“Beatrix Belladonna?!” Trixie choked back sobs, not daring to hope despite how in denial she'd been.

“Flurry Heart.” Redheart beamed. “Shining Armor will be so happy! Oh, assuming we survive this predicament...”

Puffing up his mighty chest, Spike unleashed a cone of emerald fire, and the Smooze parted like a curtain, a shrill scream sounding. Normally even the insanely powerful Spike of Equestria wouldn't have been able to make the Smooze back down to such a degree despite his much larger radius of fire; but between them Beatrix and Flurry had whipped up a number of potions that had enhanced his natural abilities and developed his breath into a weapon that was anathema to the monster.

However he couldn't keep up the blaze forever. The earth crackled and smoke, embers floating in the air, scorch marks marring the land as he poured on more. “Hurry,” called Flurry Heart who waved a hoof. With her older and regal form she resembled Cadance more-and-more. Vinyl reluctantly lowered her shield once she was certain it was safe, almost collapsing into Tavi's hooves. They shared a quick kiss. The villagers broke into a sprint, seeking shelter behind the newcomers.

“Hold hooves everypony,” said Flurry. She wrapped her wings around those closest, teleporting the lot of them somewhere much deeper into the Everfree Forest, where the Smooze hadn't penetrated. She took stock to make certain nopony was left behind. “It took forever, but we found a way back! Unfortunately, the Smooze has consumed that world to the point where it now makes up the entire ocean! Spike here was the sole creature we managed to save...” She stroked his fin-like ears.

“I don't follow any of this,” admitted Trixie. “But it doesn't matter!” She threw her arms around her daughter as the pair embraced. “Oh, I always knew you'd make Trixie proud! You've grown so tall and voluptuous! All from my side, of course.”

“Of course, mother!” Beatrix batted her eyelashes, proud to show off her lovely new shape. “Looks like the potions we worked on paid off! I'm an adult now!” She was dressed in a garb similar to her mother's, showing off her purple curves.

“H-hello,” managed Spike who rubbed his throat with a claw.

“We've been teaching him how to talk in anticipation of our arrival,” explained Flurry who rubbed his back. “In that world he's a dog so he didn't exactly have vocal chords, but here? He'll finally be able to put all that work to use!”

Sobs sounded behind her. A number of ponies had lost loved ones and all of them had lost their homes and posessions. Casualties had been relatively low but that was little comfort to many of the survivors. Flurry Heart smiled sympathetically. “Well, maybe it would be best to catch up later. Spike, would you mind doing us the honor?”

He nodded in understanding at the bundle of sticks Beatrix had gathered, carefully setting them alight until the glames danced and crackle. They would have to take shelter here for the night. Fortunately there was an abundance of berries around them that Capper assured were safe to eat, munching on a few to demonstrate. Soon a number of ponies joined him.

They slept under the stars while a cool breeze settled in. While a number of ponies volunteered to keep watch, Flurry Heart told them that wasn't necessary, deciding to keep vigil with Spike who lounged nearby. She wondered how Cadance had felt when she looked upon Equestria's beauty? Maybe she wasn't the real Flurry Heart, but she liked to think she'd inherited her spirit.

She'd live the life that was denied her and make her father proud to call her his own.

*****

The craft materialized in a massive underground workshop situated near Baltimare, somewhere far below the desert wastelands which now surrounded the habitat. Time Turner had abandoned one of her most ambitious projects, figuring it would take lifetimes to complete. A number of the travelers filed out to explore a bit and stretch their limbs. The area was lined with workbenches, equipment, and schematics, all messily piled about, but otherwise it was sparse of decoration.

Derpy made her way in like she intimately knew the place. And in a sense she did thanks to Turner's transferred memories and knowledge. Of course it still seemed a tad alien to her as she adjusted. “Hmmm, it seems so obvious now!”

“I don't follow,” admitted Shining who looked about. “It looks impressive, I'll admit.”

“All I need do is find a way to connect the two ships together and voila! Capper can finally ha ve the airship he's always wanted! It will take some modifications, of course...” He stared at her, flabbergasted. “Oh, don't be like that, Mr. Shining! It's still the same Derpy you adore,” she teased with a slap on his muscular flanks. “I couldn't be happier!”

She started to connect tubes from the workshop to the caravan. “Oh, didn't I explain? Sorry, should be used to it, usually having an assistant. Always nice to have somepony to talk to, other than myself! This wordshop is actually an unfinished aircraft of sorts. Never thought of combining it with my other ship. What a solution! Simple, yet elegant...”

“Is there anything you can do for Sunset?” He'd patched up her wound the best he could with bandages.

“Afraid not. Magic isn't really my field. She'd probably have a much better clue than me, actually.” Derpy suddenly looked rather old and haunted, like she was carrying the weight of the world on her shoulders. He understood that well.

He frowned. “Can this ship be launched?”

“Probably not soon. Have to see what I can rig up for fuel.” She flitted about in a hyperactive manner, blonde tail swishing about. “Oh, so much to be done.” She rigged up more capables. “Hmm, think I can borrow some of your soldiers? I know they're worn out from what we just did, but I'll need a sizable crew to get this project off the ground, and choices are limited.”

“Sure. I'll have them work in rotation.” He figured his allies back in that unnamed village should be okay for a while. They were more than capable of looking after themselves. He'd picked them up later once they were ready. “Start with the reserves. They should still have plenty of energy, I hope.” He took his leave to a private room in the wagon to rest his tired bones.

Sunset was already waiting for him on a small cot, her shoulder wrapped neatly in thick bandages. He winced at the sight, still feeling guilty, but she simply smiled. “Why the long face? I'm fine. Here, take a seat.” She patted the space by her.

He removed his blood-stained white armor, set aside his broadsword, and settled next to her. He was at a loss what to do about her condition. It seemed all he could do was slowly watch her waste away, never knowing when she'd finally expire.

She stroked his lined cheek. “Would you...like to make love?”

He turned his head aside. “I...I can't.”

“Really.” She ran her hoof down to his groin, feeling it stir a little under her caresses. “Your equipment certainly seems to be working fine. Is it...me? Do you no longer find me attractive now that you know I'm undead?”

“No, it's not that! You look fine.” Her eyes and coat were paler, and her cool body temperature took some adjustment, esepcially when their flesh intimately intertwined, but otherwise she was delectable as ever. “I'm...afraid to hurt you.”

“Don't be. I can take it. If I can't make love with the stallion I love, I might as well be dead.”

“If I injure you in any way it could be permanent. I'd never be able to forgive myself if I hurt you.” He rose and started to leave, but she nestled up to him when he opened the door, stopping him before he entered the hallway.

“Hey Derpy!” She waved to the pegasus who was passing through. “I know you're busy, but...surely you have time for a little rest and relaxation?” She wasn't sure Derpy was into mares, but shot her a sultry look and subtly wiggled her hips anyhow.

Derpy tapped her chin with the sonic tool. “Sure, why not? I left them instructions. Should be easy enough to follow!” She and Shimmer guided a still somewhat reluctant Shining back to the cot and sealed the door behind them. In no time she'd thrown off her coat, the pair of mares tossing him to the sheets, clambering atop and greedily kissing the paladin.

His hooves wandered over the duo. On occasion Sunset would wince, and he'd have second thoughts, but she brushed off the pain, biting her lower lip and sucking on the split's scar. Sensing her suffering, Derpy decided to try an experiment, changing the settings on her device until it radiated a rather subtle but pleasant vibration, and placed it directly over Shimmer's clit.

“O-oh...that feels wonderful,” she moaned, her swollen lovebud pulsating, her flower parting and dripping over her anus.

Derpy had never taken a sexual interest in mares, but she found herself getting into the moment anyhow, lust making her try things she'd usually hesitate to do. She buried her nuzzle in Sunset's moist snatch, took gentle licks, discovering it didn't taste unpleasant. She stuck her own bubble butt in the air and raised her tail, shaking her rump and taunting him to mount her.

He took the hint, rubbing his stallionhood between her buttcheeks to make certain he was nice and hard, then used his hooves to spread her sex open, pushing himself inside. He rocked into her while Shimmer gripped Derpy's mane and drove her tongue in deeper. Derpy continued to keep the tool lined on the twitching, throbbing clit, which she'd occasionally flick and suck on.

In response Sunset raised her back legs up all the way to the sides of her head in submission to her desires, using her free hoof to fondle one of her heavy breasts. He brought hooves down hard on Derpy's cheeks, leaving red hoofprints, the flesh rippling under repeated blows. Her eyes rolled into her head in different directions while he drove harder, seizing her messy mane with his teeth and pulling hard, making her squeal directly into Shimmer's cunt with a muffled, ceaseless cry.

He grunted, driving his hips into her fleshy, unbelievably bouncy cheeks. “I-inside?”

She reluctantly pulled herself loose from Sunset's pussy to answer, a thoroughly wetted snout connected by strings of marecum and saliva to the gaping pink hole which she continued to stimulate with the wand and her free hoof. “Wherever you want!”

With a groan he hilted himself deep as he could inside her, smashing upon her cervix, and she cried out a bit but didn't complain, still ministering to Sunset's needs. He fired shot-after-shot into her pulsing foalhole, filling her eager womb, thinking there was nothing more wonderful in the world than cumming inside a beautiful mare.

Once he pulled free the mares immediately pounced on his dark and veiny cock, licking and sucking on it to clean it, his hooves digging into their manes as they bobbed their heads up-and-down. They stared up at him with glazed, lust-filled eyes, and he rubbed his wetted penis upon their faces, playfully slapping them with it a few times in a show of dominance.

Unwilling to leave Sunset hanging, and despite the ache of tired muscles, he threw her back on the cot and pinned her down, roughly impaling her with his stallionhood in the fierce manner she liked to be taken ever since her return. After spending so much time having to rely on hybrids to sate her needs she couldn't reach a truly fulfilling climax without a bit of violence.

More than that she was physically and psychologically addicted to the feel of his virile mana gunking up her innermost parts. Without his seed sloshing inside her she felt so empty. Since her revival her sex drive was out of control, like her body sensed it was nearing its end, and it wanted the pleasures of the flesh, simply to remind her she was still alive...in a sense.

She huffed and wrapped her forehooves around his back, raised her spread backhooves high, the bed creaking each time he wrecked her sopping pussy with his powerful cock. Derpy draped herself upon his sweaty back, rubbing her swollen breasts upon him and nipping at his ear. “Harder,” growled Sunset. “I don't care if it kills me! Fuck me as hard as you can!”

He banished his reservations and slammed full-force into her, bottoming out each time he smashing into her cervix, which would surely leave it sore and bruised from the abuse. She howled with cherry red face, tears forming into the corner of her eyes, begging for more as she gushed upon him. He went balls deep one last time, painting her womb with his hot spunk.

He rolled free, the pair panting, as Derpy cleaned her out with playful laps, licking her chops. He held them close to him, a sense of fulfilment overwhelming him. He'd smashed a symbol of evil, saved numerous lives, and had the love of beautiful mares. Of course he couldn't help but think about the loss of his daughter and old comrades like Flash Sentry, too.

Would it ever be enough? There would always be more evils in Equestria, after all.

*****

One such evil already started to fester. For years the Necronomicon coveted Starlight Glimmer as a potential host, her magic potential seemingly unparalled, and with far less moral scruples than somepony like Twilight or Sunset. With her willingness to take shortcuts and the loss of her beloved Sunburst it hadn't taken much to tempt her over to its side.

Its alien voice subtly echoed in her head while she scanned its pages for knowledge about ressurection spells. Already it had warped portions of her psyche but hadn't completely subsumed her spirit yet, as she still subconsciously knew it could possess her and attempted to resist its pull. Dark circles had formed under her eyes while she soaked in the information.

She'd teleported to the ruins of the Crystal Empire, correctly guessing that was their domain once she knew who their leader had been. She hated Foal-Bearer for getting Sunburst killed almost as much as she'd loved her twin Wet Nurse for saving her. But that mattered little to her now. She sat upon a crystalline throne out in the open as cultists gathered.

A cold wind blew through the wreckage, small flakes of snow occasionally drifting through. “Mother is dead. But I can lead you to victory.” She almost dared them to challenge her but nopony did. They bowed low, desperate for anypony to lead them, especially since their numbers were comparatively few and they would face extinction without direction.

They were a lost and broken lot. Easy to manipulate. Not that she cared about the fates of this murderous bunch.

“Good.” It wasn't unlike the cult she'd once headed. She even whipped up a staff that resembled the one she used to wear, and redid her mane in that old style, getting into character with who she used to be. She knew her friends wouldn't remotely approve. All the more reasons she had to take steps to separate herself from that new identity she'd built over time. They couldn't understand. She'd loved Sunburst since they were foals. Without him there wasn't any reason to continue on.

The black tome constantly whispered that she could easily have him back if she simply jumped back in time, no doubt hoping to spread its corrupting influence on Equestria from the dawn of time, but she ignored its urgings and her own temptations to seek the easiest route. It's true she could undo all this horror, but likely it would turn out worse.

No, there had to be some other way, and she would discover it, even if she had to peel out every last secret from the forbidden tome. She settled her cold bottom back onto her throne, cheeks smooshing upon its polished surface, book in one hoof and staff in the other while she smirked. There was nopony left to match her in magic power. Nopony that could stop her.

Author's Note

And now we say goodbye to Time Turner and Flash Sentry!

Chapter 12 - She's Gonna Take You Back To The Past...

A few days passed while modifications were made to Time Turner's craft, soldiers working around the clock to carry out Derpy's orders. They shuffled supplies between the caravan and the workshop, offering rooms and care to the newly freed slaves. They had to keep constant watch over them in case they harmed themselves; pretty soon their numbers were stretched desperately thin. Shining Armor was tempted to seek more outside help, but wasn't certain he could trust those who might sell them back into slavery. “Better meet back up with the rest of my forces,” he decided, knowing Redheart in particular would be invaluable.

He cantered over to Derpy who was busy cheerfully doling out orders. “Oh hey, Mr. Shining!” Before she'd usually spoken that way in deference to those she thought her superiors; now it was more like a pet name. “What can I do for you?”

“I need you to operate your ship. It's time we met back up with the others. I'll leave Fleur in charge here.”

“No problem!” Once she'd coveted his ass; now she slapped it possessively right in the open. He blushed. She was already busy with a tracking device she'd used to help them hunt down the cult's movements. “Hmm, odd. I'm getting a different magical signature from the village. It looks like...” Her face suddenly fell. “The Smooze?! Oh no...”

“What?! Couldn't be! Don't tell me they're all...” He fell to all four of his knees.

“Let's not jump to conclusions!” She scanned the Everfree Forest. “Looks like I'm reading one of the most powerful magical signatures I've ever seen! Why, it might even put Celestia and Luna at their height to shame!”

He rose and nodded, rcovering himself. “Okay. We'll do a little reconnaisance but I don't intend to engage.”

“Wise choice. Whatever it is could probably slaughter us.” She smiled to Sunset who was nearby. “Coming?”

“Wouldn't miss it,” replied Sunset grinning back. She walked a little funny, still quite sore from their last intense session, but she certainly had no regrets. They made their way into the caravan, preparing themselves for take off.

*****

Of course most of their new acquisitions struggled to adjust to their new lives, most have them having been imprisoned, repeatedly raped, and forced to bear foals to the point where they'd lost all hope or touch with reality. Cherry Jubilee didn't feel much better after cruel awareness returned. “It's all my fault,” she sobbed covering her face with both hooves.

Tree Hugger sat by her in a blank room on a cot and patted her back. “No it's not. I've been through something similar, you know?” She recalled the many horrible years she'd spent in a breeding camp...and the conditioning the cult had activated which caused her to betray and indirectly cause Fluttershy's death. She'd hated herself so much for that she'd almost ended her life.

She'd learned to forgive herself, even if the sins weren't hers to bear. They'd stolen all choice from her. Flutter's animal companions had certainly helped get her through those dark times afterward, especially Mr. Bear.

“I tricked mares into coming to that horrible place...turned them into sex slaves...”

She shook her head. “Not you. That parasite. Like, your actions weren't your own. At all.”

Seated across from them on the floor were the CMC who were squabbling like always. They would meet to practice meditation techniques, get high, and sometimes sleep around, usually whenever Capper dropped in. But none of that seemed appropriate right now. “Like, lighten up a bit for a while, will you? This is serious, you know?”

“Sorry Tree Hugger,” the trio said as one, calming down.

“No biggie.” Hugs shot them a toothy grin. “Anything I can get you, Cherry? A drink, maybe?”

With a sniffle Jubilee nodded. “Thanks for the hospitality, sweetie. I really appreciate it. Not sure what I'll do with my life now. No real prospects or direction. Probably anypony I've ever been close to is dead...”

“You're welcome here anytime. We'll have a righteous time, you know?” Tree broke out a bottle of champagne, uncorked it, and poured some for everypony there. She even offered Mr. Bear his own glass. “How's about a toast? To a better tomorrow.”

They clinked glasses and drank. The CMC all made sour faces, unused to the taste, but downed theirs anyhow. They welcomed Cherry Jubilee like she was family, and she managed a sad smile, trying to figure out what her place was now. Like most of the liberated slaves it would take some time, but they'd do their best to welcome them into their new home.

*****

In a similar manner Rarity tended to the broke down mares that overran the hospital wing, many of their eyes empty and dead, to say nothing of any brands and scars that marked them. Many had their horns and wings mutilated or removed. She shuddered as she studied bruises and lacerations, unable to help but mentally put herself in their battered hooves.

She was helped by Lyra, who was little better than a zombie herself since witnessing Bon Bon's graphic suicide, and Pinkamena who thankfully seemed rather serious about helping out where she could. It pained her to think Pinkie was probably thinking about the horrific mutilation her own friends and family had suffered which made her finally snap.

She came upon a particularly radiant white unicorn, her silky blonde mane and bright blue eyes striking. “Oh, it hurts!” Her feminine voice was almost musical despite the whines. Her horn was fractured and she was covered in tally marks all over her sensuous curves. Despite the horrific treatment she'd endured she appeared to be one of the loveliest of the lot.

“Hold still,” said Rarity not unsympathetically as she ran a warm washcloth over dried flecks of blood.

“You're too kind, Rarity. I'm not worthy of your generosity.”

“You know who I am?” It wasn't so strange. She'd been a famous fashion designer and an Element of Harmony, after all. But that knowledge wasn't as widespread ever since the nemesis had rosen to power. “You seem...familiar. Have we met?”

“Quite a long time ago. It feels like another lifetime. Call me...Princess Blueblood.”

“What?! But you're...” She'd heard stallions who refused to participate in the gangrapes of their fellow mares were transformed by sorcery into mares themselves and given over to the most brutal males. She cringed at the idea.

“I am. I've treated you abhorrently. I see that now. And I'm sorry.”

“That was so long ago. It's petty, anyhow. Not worth thinking about.” She squeezed Blueblood's hoof. “I hope this isn't offensive, but you look wonderful this way.” Were her perference for mares she totally would've gone for her.

“Thank you. I've...adjusted.” She traced a scar on her belly where they'd cut a foal from her.

“Oh, you poor thing!” Rarity fished out her healing elixir from her belongings, dabbing a small amount on the scar which vanished within moments. Blueblood stared, incredulous. “There. I wish healing scars on the heart and mind were so easy. I hope this isn't too personal or painful a question, but how did this all happen to you?”

Blueblood chewed on her pouty lower lip. “Somehow the nemesis discovered a spell that trapped Celestia in the sun and Luna in the moon. I was there in Canterlot that day when an invasion force moved in. They wanted me to serve as one of their stallion breeders for their new army, probably due to my royal blood, but I refused, and well...the results are before you.”

“I see.” She stroked her blonde mane. “Let me run you a bath. Lyra, can you help?”

“Huh?” Lyra was wandering about tending to the slaves like she was a machine. “Yeah, sure.”

Pinkamena popped up. “I'll come, too! My tired flanks could use a good washing!”

They headed to a massive pool further into the maze-like corridors. Rarity and Lyra helped Blueblood settle into a hot tub while Pinkamena ran to fetch shampoo, soap, brushes, and towels. “I'm sorry about Bon Bon, Lyra. I know how close you were.”

Lyra simply nodded. “She killed herself rather than possibly hurt me.” Suddenly her tears pitter-pattered onto the water. It bubbled and steamed once the heat started to rise. “She always acted in my best interests, up to the very end!”

With a sympathetic nod Rarity said, “Come on.” She helped Lyra into the waters, the trio sitting in a close circle.

“Cannonball!” Pinkie had set the items off to the side and balled herself up when she hopped into the middle with a splash. She immediately started a water fight with a giggle, and Lyra instantly seemed to cheer up, wiping her eyes and sniffling as she beamed and joined in. Rarity grumbled a bit, but softened when Blueblood wiped her smeared makeup, the pair joining too.

Pretty soon word was passed to the rest of the slaves who went swimming in the pool. Orderlies were kept close at hoof in case they endangered themselves, but things seemed to be going well, and Rarity allowed herself to relax, eventually floating on her back, her purple locks twisting on the surface about her. She closed her eyes and smiled in a rare moment of total peace.

*****

Once the wagon landed and Shining Armor exited, he proceeded with caution, Derpy close behind when they entered the Everfree. He'd never been much of a scout but knew she at least had some practice in that area. They moved in silence tracing the strange fusion of magical energies to its source deeper within. He kept his sword sheathed on his back just in case.

Shortly the camp was visible. A small fire burned. Ponies were sleeping everywhere, many curled up to each other to draw on the shared body heat. A growl sounded, and suddenly a familiar purple dragon bounded his way, jaws open to bare razor-sharp teeth. He instantly drew his blade and lit up his horn. “Wait,” called a lovely voice which made them both pause.

“Impossible...” He didn't dare hope. “Spike?! And...” He stared in wide-eyed wonder at the beautiful alicorn that approached with a regal trot, seeing Cadance in her every movement. “Flurry Heart? I...I...” He broke down in tears.

She ran to him, eyes watering too, throwing her forehooves around him. “Oh daddy!” She instantly felt like a filly again, wanting more than anything to make him proud. “Spike helped save us when the Smooze flooded that other world!”

Beatrix Belladonna and Trixie sauntered over. “We owe him our lives,” she admitted. “Not that we didn't help him too!”

Shining patted his head, hoping he wouldn't take offense. “Thank you.” He looked around the camp and saw all the familiar faces; Octavia, Vinyl, Redheart, capper, Lavender, Fuschia. “And thank Celestia the Smooze didn't devour you.”

Beatrix nodded. “It can't withstand Spike's breath after we altered it. He's our ace-in-the-hole!”

He wanted to reminisce some more but knew they had more pressing matters. “Nurse Redheart?” She trotted over at his calls. “We freed quite a few slaves from the Atrocity Exhibition. We could use your expertise and your team, if you can spare them.”

“Of course, dear. Just give me a moment. I want to congratulate Flash-”

He raised a hoof to stop her. “I'm...afraid that isn't possible.”

“What do you mean, dear?” She laughed nervously. “N-no!” She covered her face.

He nodded. He'd had to break similar news to so many families after a soldier died in the line of duty, but it never became any easier. Flash was the closest thing he'd ever had to a brother. “He died to save Fleur. He couldn't wait to see you again.”

“Thank you,” she sniffled wishing that made her feel better. She'd wanted to give their relationship another shot despite his infidelities. Now she couldn't tell him how much she'd really loved him. “I...I have a job to do.” She pushed past him.

“Give her time,” said Derpy who patted his back. “We've all had the script flipped recently. I'm sorry about the village's loss, but on the bright side, there's more than enough room on my ship! Heck, I even have a machine that makes food!”

Trixie furrowed her brow. “Your ship? Equestria really has been turned topsy-turvy!”

“Come,” said Flurry Heart. “Let us enjoy a simple meal before we're on our way.”

Derpy nodded. “I'll tell Redheart. Everypony will need time to pack up, anyhow.” She flittered away.

The group made its way to the fire where Spike immediately curled up next to Flurry. There was an excess of gathered vegetables and fruits, mostly berries, piled up and ready to eat. He helped himself, weary from recent events. He looked to his two daughters, Flurry and Beatrix smiling back, having formed a fast friendship and sisterly bond during their adventures.

For once he felt a renewed sense of hope, and almost forgot Starlight and the Smooze were still at large...

*****

Snowflakes trailed in the starry gloom. No matter how deep Starlight Glimmer read a spell which could ressurect the dead without a body appeared to be an impossibility, but she refused to abandon hope, obsession overwhelming all sense of reason. Each shred of knowledge she absorbed from the Necronomicon twisted her soul a tiny bit more. Not that she noticed.

Her eyes were now heavy with black circles. She'd passed Sunburst's notes to her followers, stamping her staff on the earth as she demanded they collect what ingredients they could and produce more potions. “The Atrocity Exhibition's defenses are down, so once I'm ready we'll move in and take it for ourselves! Soon we'll have a whole arsenal to call our own!”

She would do what Mother or even the first cult leader could not. Equestria would finally be unified. No more borders. She would tear them all down and install herself as their head, with Sunburst to rule at her side.

She wove runes into her two-pronged staff, enchanting it so it would no longer serve as mere decoration, but would further channel her power. Even with her mastery of magic and the small cult under her command she knew claiming her new territory would take far more resources than she currently had available. “Be back soon!”

With a blink she teleported to the graveyard of heroes, which was currently abandoned save for the dregs of the Smooze. She stood atop the statue of Spike and surveyed the scene below. Greenish-yellow puddles suffused the grass and soil, staining thousands of gravestones, some of which had toppled over from sunken earth. “Hmm, this should do nicely!”

Utilizing her research into the Necronomicon to resurrect the dead, she opened the pages and chanted the alien words with staff readied, the otherwordly glow reflecting off her face. Moans sounded from far below as fissures opened up all over. Ponies that had partially decomposed ripped their way free, tosssing chunks of rock and wormy dirt upon their ascension, while far more skeletons arose, most of them victims who'd died in wars with the nemesis. Soon a massive army stood before her dark eyes.

For the finishing touch she aimed her staff downwards and applied another spell from the black tome to the statue below, no longer caring how each one she worked ate away at her already corrupted soul. Roars sounded from the trio of Spike's marble heads when his eyes snapped awake, his wings unfurling when he took to the skies, Starlight straddling the main head's neck.

With a mad cackle she set sail towards the Crystal Empire, her mane whipping behind her in the darkness.

*****

With help from all the newcomers Time Turner's abandoned plans for the workshop were finally completed thanks to a few adjustments from Derpy. The entire area started to vibrate. “This way,” said Derpy who led a bunch of the others to a newly-built section. “This is the bridge!” She pointed at a bunch of controls complete with seats. She settled into the main one. “You always said you wanted your old airship back, right Mr. Capper? Why don't you do the honors? My butt's even warmed it up!”

“And what a nice bubble-butt is is!” He took her place and seized the wheel. “Doesn't look too complicated.” She laid out the manual for him which she'd hastily thrown together, and he took a glance as needed, pressing the coresponding buttons. With a jerk the machine creaked and growled, gradually tearing its way free from the desert prison that entombed its bulk.

Shining Armor leaned a hoof on a panel for support, his stomach churning violently like he was about to hurl. He tried to hold it in, his face discolored, feeling like he wasn't allowed to show weakness in front of his forces. Swallowing a couple chunks of vomit as an acidic taste filled his mouth and throat, he tried to remain steady despite the sudden bout of nausea.

The craft turned and several of those present slid. He managed to grab Sunset who smiled at him. “Hey, handsome.” He beamed back certain that no matter how bad he currently felt it was nothing compared to what she endured on a daily basis.

The members of the CMC took their places at the controls to help Capper out. “You could use a crew, and we'll do nicely!” Diamond Tiara tossed the locks that draped under her regal crown back with a smirk. “Hey, does this sexy baby have any weapons?” She smiled evilly with a gleam in her eyes. “Can't wait to rain death on more cultists and slavers!”

“Ooh, sounds fun!” Babs Seed nibbled her lower lip. “Can't wait to let those punks have it!” She and Tiara hoof-bumped.

Silver Spoon's heart nearly skipped when the the sands finally washed away from the windows and they could see the dark skies near Baltimare. A full moon with the permanent symbol of Luna embedded on its surface was starkly visible. “This is pretty neat, I have to admit. But where to now? How can we possibly stop the Smooze?”

Flurry Heart nodded. “I fear poor Spike would long be exhausted before he could drive even a small portion of its entire mass away. Believe me. We tried in that other world.” She and Beatrix stroked his scaly back, recalling the innumerable number of people who'd been swallowed up by whole oceans of the swirling ooze. “I'm...at a loss.”

“We'll find a way sister,” assured Beatrix with a playful wink. “For now, let's focus on Starlight!”

“I've been tracking her magical signature the best I can,” said Derpy who fiddled with a small device that looked like a remote control. “She's definitely been hanging around the ruins of the Crystal Empire with the cult lately.”

Shining Armor nodded. “It seems one of our worst fears has been realized.” Was it still possible to turn her back from this path? Or would he have to put down another former ally with his own hooves? They had lost so much recently and he feared there would be far more to come. At least the presence of his two daughters provided a much needed measure of comfort.

In times past Celestia had kept up morale amongst the populace while Luna soothed their nightmares. The Goddess-like sisters had made it look easy. But they couldn't depend on them anymore. After the collapse of Las Pegasus the ponies lacked any real form of centralized government, and he somehow doubted any of the other surviving races were doing much better.

He held Shimmer close to him while the airship steadily traveled onward.

*****

To celebrate her latest accomplishments Starlight attempted her most daring incantation yet. Perhaps there was no way to revive the stallion she loved without a body, and while she could easily turn back time, she was still sane enough to know that could cause reality to unravel. But surely the timeline could cope with one alteration? What could be worse than this hellhole?

With the Necronomicon and staff in tow she returned to a happier time, when Sunburst was staying at the Castle of Friendship, and she'd paid him a visit, soon followed by Trixie who'd used a spell to temporarily provide herself with a stallionhood. She wasn't certain whether it was Equestria's Trixie or that other world's and it hardly seemed to matter now.

She and Sunburst had taken each other's virginity that they, while Trixie had explored her unused backdoor, making a sandwhich out of Star as they rutted her silly. She spotted them in a bed thoroughly stained with their sexual excretions, her younger self stilled pinned between their cocks, the sweaty trio happily basking in their afterglow. “Ahem.”

Her counterpart went wide-eyed. “What the-” She pointed her staff and sealed her counterpart in a bubble before she could react. Her double's voice was lost as she beat helplessly on its surface, unable to transport herself out.

“Sorry, but I know hom dangerous I am, so despite how hot the prospect of a foursome with myself sounds, I'd better not take any chances!” She turned to the other ponies who stared bewildered. “Sunburst, you're coming with me!”

“W-what? Starlight?” He looked between both Glimmers. “How is this possible?”

“Don't question it. Too bad we didn't bear a foal this day like I wanted,” she mused.

Trixie suddenly leapt and tackled Star to the floor, pinning her there with her hooves. She had a psychotic look in her eyes and Glimmer realized whichever version this was, she was obviously under the enemy's mind control. Her horn lit when she started to cast a spell to blink away, only for the witch to wrapped her maw around the protrustion, sucking as she took it to the hilt.

The initial shock was met with Glimmer's marehood watering. Trixie seized the ankles of her backlegs, lifting them up high and spreading them wide open, as she pushed a still cum-soaked stallionhood into the waiting cunt. She forcibly drove deep, slamming her ass against the floor, figuring if she couldn't beat her in a fair fight she'd simply fuck her into submission.

Senses dulled from a sudden pleasure overload, Starlight momentarily went limp, but soon recovered her senses, despite the intense railing she was receiving. She could easily turn the tables now, but decided why not enjoy the ride? It had been quite some time since she'd been properly fucked and this certainly beat a another gangraping by those brutish hybrids!

She popped her horn loose from Trix's sloppy maw with a pop. “I know that spell too now Lulamoon!” With a smirk she rolled atop the witch, a burning sensation building in her nethers as her clit arose to form a stallionhood of its own, and she positioned herself so that she impaled Trixie's cunt with her newly formed dick, the pair competing for dominance as they fucked each other. Schlicks sounded from their sopping pussies which pooled marecum under their buttocks, tits slapping with every desperate thrust while they hammered away in unison. Dueling cocks bottomed out into now well-stretched fuckholes.

Trixie mewled and turned her head to one side, chewing on her lower lip as she submitted to the pleeasure. Not that Star showed her any mercy. “You like being my bitch, huh?” Over her shoulder she spotted Sunburst desperately attempting to free her double to no avail. More proof of how much he loved her. “I'll be with you soon. Just need to finish up...here!”

With one last push she bottomed out into a shrieking Trixie who bathed her in sticky juices, and fired into her at the same time, while Glimmer grit her teeth and did the same, the pair rocked by a double orgasm from the geneitals of both sexes. Having won their little contest, she came far more foalbatter, to the point where a sweaty, blushing, ecstasy wracked Trix's belly swelled.

“Guess I'll take you with me, too. What's one more pony?” She pulled out and slapped Trixie's cheek with her still erect cock a couple of times, smearing her cheek with their mixed cum. Then she reclaimed her staff and the Necronomicon, along with her new prizes Sunburst and Trixie, taking them with her when she warped back to the present with seeming ease.

They reappeared back in the Crystal Empire where the statue of Spike patiently waited. She felt untouchable. Sunburst and Trixie flickered momentarily, a paradox that shouldn't exist in this timeline. But she shrugged it off, convincing herself reality itself would soon adjust to this oddity. With every spell cast from its pages the black tome took hold of her blackening spirit that much more. She'd now convinced herself no matter what insane choice she made it was somehow the correct one.

They were her closest companions, anyhow. Did she really need her other friends? Twilight had died a meaningless death and Applejack, Rainbow Dash, and Fluttershy hadn't come to much better ends. Pinkie Pie had ended up batshit insane after the brutality she witnessed and experienced, while Rarity was still heart-broken to this day.

She wouldn't lay there and be a victim like them just to do the so-called right thing. She would take control of Equestria even if it meant bringing everypony to heel. And if they resisted? Well then, perhaps they were better off dead.

Author's Note

Sunburst is back... but at what cost?

Chapter 13 - Dragonfire in the Sky

A number of races stormed the Atrocity Exhibition once they realized its defenses were compromised, and while the two main forces, the dragons and griffins distrusted each other, they temporarily put aside their differences to focus on the assault. Unable to locate the cult who they blamed for the loss of their leaders when the Smooze enveloped Las Pegasus, they instead settled on another enemy, determined to unleash vengeance upon the last united collection of slavers in Equestria.

They rained from the skies in droves. Alarms blared and cast the compound in a hellish red ambience. Gunfire erupted and several bodies went into a nosedive, but far more dove in, teeth and claws rending flesh into a bloody mist. Cannons and turrets fired from the walls. Explosions lit the skies and rocked the dome below, clouds of wispy grayish-black smoke rising all over. However they were rapidly being overwhelmed by the swarm, who piled dismembered corpses in their wake.

The air churned in a haze under the heat. Embers rose. The glowing moon shined a pale yellow overhead.

The three-headed statue of Spike landed atop the dome, Starlight riding on the main head to observe the fiery holocaust below. She brought Sunburst and Trixie with her, who reluctantly straddled the other necks, forced to bear witness to the bloody spectacle that played out. Whenever a creature was foolish enough to attack them, Spike almost lazily opened one of his maws, clamping down to munch on meat and bone, or unleashing a flaming pillar which reduced them to charred skeletons.

Glimmer rolled her darkened eyes. “Idiots...” She stroked her chin, debating her next course of action. “We could certainly use more recruits. Guess we'll help the slavers out. They'll either fall in line, or wish I'd left them to their fates!”

“Stop this,” called Sunburst who held on for dear life. “This isn't like you!”

Trixie shook her head. “I don't understand any of this!” With her mistress dead in this timeline she was lost, and slowly looked to the newest cult leader for support, her mind and soul still warped by psychotic levels of corruption.

“Quiet, you two.” Sometimes they flipped from endearing to outright annoying. However, she appreciated their company; she certainly didn't choose them because they were the most useful sidekicks she could've picked! “Spike, rip the dome open.”

Powerful claws tore into the dome which creaked and shuddered when he peeled it open like an egg. The interior of the Atrocity Exhibition laid open to them, most of the stocks now emptied, but there were still a few unfortunate mares who'd ended up lost in the chaos. The slavers shuddered when a thick shadow loomed over them. They dropped their guns, realizing it was hopeless.

“I can save you,” offered Starlight with a grin. “However, you must serve me in return!”

A rather rough-looking earth pony covered in tattooes stepped forward. “Why in Tartarus should we?!”

She tapped her cheek with the staff. “Why indeed?” Taking aim with the weapon, she channeled another spell into it, the blast of energy striking the upstart. His companions cowered expecting him to be vaporized. Instead when the energy dissipated a muscular stallion no longer stood there, but instead an incredibly well-shaped mare, with the same brown coat and long black mane. A feminine shriek escaped her maw, staring back at delicious curves still decorated with inked-in markings.

“Follow me and you could have all the maremeat you've ever wanted...or you could just end up another cocksleeve! Well? What are you waiting for? Have at her, boys!” She pleaded and tried to remind them of all the fun times they'd had together, but the slavers hardly cared, the gang descending on their fresh new toy, dogpiling the bitch and stuffing whatever holes they could.

They proceeded to pull her mane and tail while they repeatedly raped her into submission, just like the mare had when she'd been a stallion breaking in new slaves, and Sunburst was forced to turn away crying, while Trixie watched in wide-eyed fascination, wishing she could join in on the fun. They came in her repeatedly, lining up for another turn.

She slammed her staff down with a clang to catch their attention. “There will be plenty more fresh cunts where that came from! No worries, you'll be able to continue your operation here like always! It's a win-win for us all!”

Males were easy enough to control through sex. She'd soon have the whole Atrocity Exhibition under her control and plenty of seasoned recruits for the dying cult. Likewise she would have Spike capture as many dragons and griffins as he could, knowing they would serve as powerful soldiers in her growing army. She studied the Necronomicon with dark eyes, smiling.

*****

Capper took his new airship for a spin, familiarizing himself with how it handled, and adjusting to the controls. After a couple hours he and the Cutie Mark Crusaders were pretty much in synch. Clouds rolled past rapidly in the blue skies, visible from the windows. He spotted Celestia's symbol embedded on the blazing sun. His paw curled around a portable communication device attached by a cable to the controls. “Lady Rarity, would you please report to the bridge?”

Diamond Tiara rolled her eyes. “She'll never go for a player like you!”

“What'cha need her for, anyhow?” Babs Seed tilted her head back from her chair. “Aren't we enough?”

“We're more like appetizers,” noted Silver Spoon. “You can't expect anything serious from him.” She'd reread the manual several times over simply to make certain they understand the ins-and-outs of their new craft.

“You wound me!” He pressed a paw to his furry chest. “How could I choose between you three? No, I need somepony that's unattached if I ever settle down. The CMC have a special mission. One I wouldn't dare interfere with!”

“A likely story,” said Tiara with a pout. “It's not like there's many decent stallions left so we'll probably have to share. Either that or become complete lesbos! Which might not be so bad...” She studied Spoon's flank smooshing in its chair.

“Speak for yourself!” Babs sighed. “Mares are good for a bit of fun, but I need a real stallion to push my button!”

“Too much information,” mumbled Spoon whose eyes scanned and memorized the controls.

Eventually clops sounded when Rarity waltzed onto the bridge, followed closely by Princess Blueblood. Spike who was laying curled up at Flurry Heart's hooves arose when she entered. She smiled at them and curtsied with the white dress she wore.

“It seems you're quite popular,” observed Flurry with a warm smile.

Capper turned on the auto-pilot, having punched in coordinates for their destination which was sometime off. “My fair Rarity! Most lovely creature in all of Equestria!” He took her forehooves with his paws. “Would you like a ride?”

She blanched. “W-with everypony watching?! What kind of pony do you take me for?!”

“No, silly. I mean on my airship.” He pulled her over to his side. “Here. Take the wheel.” He purred into her ear, helping her steer, and her heart raced, her cheeks pinkening. “Although...” He traced his hand down her slender back, and she tensed up when he slid lower, tracing her flanks. “I wouldn't say no if you wanted to spend the night with me...”

Blueblood bumped him out of the way with her rump. “Sorry lover boy, she's with me!”

“Oh?” He cocked an eyebrow. “Who is this lovely specimen? A shame, I do believe she prefers boys!”

With a growl Spike stalked over on all fours, standing protectively in front of Rarity as he came between the quarelling would-be lovers. His flaring nostrils cast wisps of grayish-black smoke. She looked upon him with a deeply troubled frown, remembering the brave dragon she loved, and knowing like her he'd probably lost the one his heart desired the most.

She cleared her throat. “Excuse me, but much as I want a Prince to sweep me off my hooves, I'm not some mere prize to be fought over and claimed!” She muttered to herself, “At least not unless I wish it first.” She cleared her throat. “Ahem. You all have wonderful qualities...but for certain reasons I cannot fully commit to any of you. Forgive me.”

Blueblood scoffed, unable to obscure her disappointment. “Is it because I'm a mare? Maybe magic can fix that! Please, just give me a chance!” While she'd done her best to turn over a new leaf that familiar pushiness was still there.

“I do prefer stallions, at least in that sense...” Rarity sighed. “But that isn't the problem. I hardly know you! As for Capper, you're far too ready to hop into bed with every mare you see! And Spike...” She scratched his ears. “There are a number of reasons we couldn't be. I don't know how old you are or how well you even understand me, plus it would feel like a betrayal of the Spike I knew, like I was simply replacing him. It wouldn't be fair to either of you. I...simply cannot do this.”

She scuttled off from her would-be paramours, still unable to move on after all this time. Despite all the urgings of her friends she'd continued to nurse a broken heart rather than settle into a new relationship. She stopped in one of the corridors, sat down, and bundled up in her dress, the wall behind her humming. She barely noticed the pony who trotted up to her.

Pinkamena stroked her friend's locks. “Hey there, it's not that bad, is it?”

Rarity sniffled and dabbed at her runny makeup with a fancy silk napkin. “No, I...I suppose not. I'm being melodramatic.”

Another approached down the darkened corridors walking on all four claws. “R-Rarity,” wheezed Spike who was still struggling to speak with his barely-used vocal chords. “I...I love you.” He stopped before her and sat on his haunches, curling his spade-tipped tail about him and lowering his head. “I-I didn't mean to offend. Sorry.”

She stroked his scaled forehead. “Oh, Spike.... It's not you. It's me. I wish I could be the Rarity you loved. Come here.” She patted the spot beside her, and let him curl up close so they could bask in each other's warmth when they slept, hoping that she wasn't unintentionally leading him on. He seemed so innocent. But he'd endured a nightmare when the Smooze attacked.

From what she understood his world was dead; an ocean made up from an eldritch abomination. Once the Smooze had been a mostly harmless creature too, until the cult's founder had warped it into an abomination. Now it was an uncontrollable force of nature that would eventually consume Equestria. And he had the unfortunate fate of being the one being that could apparently harm it. She draped upon him and stroked his scales, thinking how unfair it was they'd have to use him again.

*****

In less than an hour Starlight had taken full control of the Atrocity Exhibition thanks to Spike's intervention. He'd raced in, crippling the attackers when necessary, but did his best not to kill them. Certainly not for any altruistic reasons; they would be brainwashed into serving the cult. Or in extreme cases used in magical experimentation. The slavers quickly fell in line, helping the cultists get the plaace up-and-running. Of course without a working generator their options were somewhat limited.

It would take some time but they could rebuild it all. The munitions factories couldn't run on the limited power still here, but they still had a stockpile of advanced weaponry. Pretty soon their old operation was partially up-and-running.

Their first victim was some mare Starlight remembered seeing around Ponyville on occasion so long back. Berry Punch? They had treated her in a particularly brutal fashion due to her continuous violent resistance, having hacked off her limbs and cauterized the wounds. She was bound by ropes wrapped around her barrel, poised above a long banned torture device called a wooden horse, her wet cunt parted open upon its triangular sharp surface. Her heavy breasts hung down its slantd sides. She wept and dripped upon it, knowing her captors could lower her at any time and split her apart.

One of them forced open her maw and emptied a bottle's dark contents into her throat. “Like to drink, huh bitch?”

She coughed and sputtered. “K-kill me...” He punched her in the stomach, making her vomit chunks.

“Where's the fun in that?” Another slaver turned on a projector, showing a number of mares being tortured in sexual manners to death. “You're going to help us make a little snuff film! Should've behaved, slut!” They pushed her eyes open making her watch. She screamed until she was hoarse but didn't dare thrash fearing her cunt would be split in twain.

Tubes were pushed into her fuckholes with funnels attached. With a boisterous laugh the contents of more bottles were emptied into her, and she howled as the liquids burned her insides, quickly being absorbed into her cavities. She gurled and her eyes rolled into her head, growing drunker while they filmed her, until she eventually passed out, drool leaking from her lips.

A stallion smacked her rump hard a couple of times. “Think she's dead.”

Starlight shrugged. “What a shame. Oh well, plenty more where that came from! We'll have whole villages to sweep through!”

A rather pale Sunburst had passed out several times at what he'd witnessed. He slowly rose to his hooves. He spun on his foalhood friend. “You may as well kill me too if this is how you choose to conduct yourself!” He looked around him. “You've barely told me anything! What happened to the me you know in this timeline? He died, right?! I want to know what happened!”

She stared him down. “You're happier this way! Believe me, you're better off not knowing!”

“That's crap! Tell me or I...I'll bite my tongue off!” He met her eyes with a glare.

“Yeah, right. You don't have the balls!” She gripped his sack and squeezed until he whimpered. “But very well. Don't say I didn't warn you!” She touched the staff to his temple and cast another spell she'd found during her research. She knew it would overwhelm and potentially wreck his psyche. However she knew he'd never fully back down from this insane request.

He gripped his head with both hooves and howled when images flashed through his skull. Memories of the cult breaking him down, transforming him into Pestilence, all the innocents he'd slain...they hit him all at once. He crumpled and sobbed. Even if he hadn't done those things in his timeline he felt every terrible moment like he'd personally been there.

She held him to her bosom while he wept like a foal and patted the back of his head. “I warned you...” He flickered for a moment, almost indescernable, but she shook her head, convinced reality could overlook this one little paradox? Okay, two. She'd seen Trixie flicker too, almost like those three were the only ones that could perceive it.

She denied the idea that reality could unravel from something so trivial. It's not like they were that important to Equestria, right? Not like either had some grand destiny like Twilight Sparkle did. Unbeknownst to her their presence continued to weaken the barriers between parallel worlds, more holes torn in space and time allowing the Smooze to drip in even faster...

*****

The sleek airship continued its journey towards the Crystal Empire and closed in on the Atrocity Exhibition. The flames and smoke had long died down, but it was obvious there was still quite a bit of activity below. Shining Armor used a pair of binoculars to study the scene below. “Starlight's down there! And...Sunburst?! Another Trixie?! What in the-”

Capper glanced over. “Hey, I'm just the Captain of the ship. You're the boss! What's our next move?”

He considered whether an attack was a wise move. If they hadn't knocked out this symbol of evil to the extent he wanted to believe then what had all his companions died for? They hadn't even had time to test the weapons on this ship. At least he hoped it had some. “Suggestions, Derpy? Is this airship ready to mount a full-scale assault?”

“Unlikely, Mr. Shining. It's too untested. Besides, Time Turner usually didn't believe in weapons. Fortunately that's not an idea I share so I had the workers install a few...” In truth she didn't like violence either but knew it was a necessity sometimes, especially in a world gone mad. “Probably best we avoid it for now, in case some of their defenses are still active.”

Capper nodded as he started to turn the ship around with a spin of the wheel. “And here I was hoping to pop this baby's cherry on our first date!” He ran a paw over the curved slope of the control panel like it was the breasts and buttocks of a female.

“What in Tartarus is that,” called Diamond Tiara who sat up in her seat and stared out her window at a looming mass.

“Lookin' like...Spike?!” Babs Seed shook her head. “Impossible!”

Sunset Shimmer stared in horror, studying the marble abomination. “It's a golem made from that statue in the heroes' graveyard! Quick! Evasive maneuvers at full speed! It's our only ch-” A sudden blast of fire from the main head struck the turning ship's side, and she was thrown about alongside most of those standing on the bridge, crying out as her wound tore.

While the crew kicked the craft into overdrive the golem circle for another attack, almost toying with them like they were mere prey. Heat swelled in his belly, his chest puffing up, his other heads readying for their own turn. Derpy flew to the seat Babs was situated at, helping her activate the buttons and switches necessary to operate the turrets on the ship's side and ready the payloads of bombs readied to be dropped. “This is your chance, Miss Babs! Hit them with all you have!”

“Don't need to tell me twice!” Babs flashed her teeth and took command of the weaponry she could from here. There hadn't been time to test them, and the turrets would function much better directly controlled, but Derpy raced to Diamond Tiara and Silver Spoon, showing them how to help their companion the best they could from their current positions.

Flurry Heart spread her wings to their full span. “I'll handle this! Watch me, father!”

“That's suicide!” He called to her but she ignored him. “”Flurry, stay put! That's an order!” She simply blinked away, and he slammed a hoof on the floor. “Damn it!” He spotted her flying close to the golem, horn igniting as she fired a colorful beam at him, darting about to dodge teeth, claws, and fire. Hails of bullets from the turrets bounced off his surface, tearing tiny chunks from him but doing no more than superficial damage. She moved with a speed and grace he couldn't keep up with.

“She's amazing,” admitted Sunset who limped to his side. “You should be proud of her.”

He barely noticed when she pressed her warmth to him, his eyes watering, thinking he could lose her once more. He shook his doubts away, knowing they were depending on him to maintain order. He grabbed a communicator and spoke into the connecting intercoms stationed throughout the ship. “All non-combatants, stay inside your rooms. Everypony else, report to the bridge for further instructions.” He wasn't certain what they could do but he couldn't just sit by and watch.

At the least he could direct his best soldiers to man the turrets and prepare more payloads if the golem ever closed in close enough for them to rain some bombs atop him. He could tell their pursuer was getting increasingly frustrated, unable to draw a bead on the swift Flurry Heart, and he instead used his massive bulk to force her out of his path, making a beeline for the ship.

“We'll never outrun him,” admitted Derpy whose hoof trembled when it hovered over the emergency detach button. She inserted the key, knowing that once she turned it, a large portion of the craft would be jettison. “I...I'm so sorry...” Still she hesitated and trembled all over, knowing the moment she pressed it so many civilians would likely be consigned to their deaths.

“I'll do it,” volunteered Tiara who knocked her aside with a hip bump. “Most ponies think I'm a jerk anyhow. Well, now they'll really have a reason to hate me!” She clenched her teeth, telling herself it was the right thing to do, and closed her eyes when she slammed her hoof into the circular protrustion. The craft shrieked as the emergency separation began.

Silver Spoon stared at her. “What did you do?”

“What needed to be done,” she cried back trying to justify it to herself. Ponies tended to see her as self-serving anyhow, so why shouldn't she make the hard decisions they didn't have the stomach for? She tried not to cry, tried not to think about how many would die, and instead focused on how many could potentially be saved through her desperate actions.

This time the trio of heads concentrated their hellish inferno. However with the detaching section of the craft Capper picked up speed, and the airship managed to evade the bulk of it, steel bubbling smoking and melting where the cones of flame struck...

*****

Metal creaked when the airship detached into two sections. Time Turner had never intended it be used for such a situation, but instead to simply dump her workshop should it no longer be necessary one day. Nurse Redheart did her best to herd the panicked and wounded to safety, refusing to leave anypony behind. She'd thrown herself back into her work and tried not to concentrate on Flash Sentry's loss; there were still far too many who needed her at her best.

A number of ponies volunteered to help her, sometimes from unexpected sources; even Flitter, Cloudchaser, Pacific Glow, Lavender Lace, and Fuschia Blush were helping take care of her patients. Less surprising was that Lyra, Cherry Jubilee, Rarity, Octavia, Vinyl Scratch, and Blueblood were there. She figured everypony else was likely headed to the bridge.

Spike stood in the corridor outside the medical wing, looking between Rarity and Beatrix Belladonna who was heading away with Trixie, Fleur de Lis, Pinkamena, and Tree Hugger who had a menagerie of animals in tow. “I shall be fine,” assured Rarity who stroked his chin. “They could have need of you. Hurry. Please.” She kissed his snout tip.

Suddenly another shriek sounded when the ariship completely detached, and they were tossed about, the back end starting to fal towards the continent below. He made a desperate grab with his claws when a section opened up between them, Rarity screaming in surprise when she almost toppled to her death, Spike doing his best not to tumble over the edge.

A number of civilians and soldiers who were on standby while they ferried ponies through the halls weren't so lucky; dozens fell in a series of howls, pegasi darting to catch the few they could. “Inside dears,” ordered Redheart. “It's our only chance!”

Sweat beaded her forehead while she pushed in those she could, determined to save everypony she could. All that mattered to her now was that she lived up to her vow. All life was sacred and she'd protect it where she could.

Her thoughts were on her life's work which would never end. Somepony would always need her and she was content with that. She never even saw and barely heard the rush of flames headed in her direction, her entire focus on her task, but even if she had there was no way she could have evaded the blaze that swept over her section. In an instant a fiery holocaust reduced her to ash.

Pillars of smoke poured from molten slag where the back portion of the sinking airship rapidly fell below...

Author's Note

Hello I'll Nurse! And goodbye Redheart... :fluttercry:

Chapter 14 - A Little Bit of the Old Ultraviolence...

A thunderous boom resounded when the jettisoned chunk of the airship crashed onto the continent and skidded for nearly a mile. Chunks of earth were torn up and trees were bulldozed over in its wake. Metal twisted and black clouds continued to pour from the burnt section. Finally it slid to an abrupt stop with another creak, clouds of birds escaping around the ruined area of the Everfree Forest. A number of injured ponies stumbled their way to their hooves to take stock of their predicament.

Octavia surveyed the scorched earth. “Nurse Redheart...”

“She saved a lot of lives,” reminded Vinyl Scratch who stood at her side. “It was worth it, right?”

“Maybe...I don't know. Perhaps it's up to us, now.” Tavi tried not to think about how many had died in the attack. “Let's concentrate on what we can do now. Lyra, are you still with us?”

“Yeah, I'm fine.” Lyra sniffled, hanging back in the wreckage. Luckily it appeared few had been lost in the actual crash. “Redheart was so kind and dedicated. She didn't deserve this!” She kicked a wall with a clang, not caring how much it hurt.

“Now, now, what did that wall ever do to you?” Vinyl laughed, trying to lighten the mood.

“Shut up,” roared Lyra with eyes that were practically bloodshot from weeping.

Vinyl raised her forehooves in front of her. “Whoa, I was just joking! Take the stick out!”

Octavia came between them. “Calm down, both of you. Vinyl Scratch didn't mean any offense. Did you?” She shook her head apologetically. “I know tensions are running high, but let's not act like animals, shall we?”

“Fine,” said Lyra who kept her snout scrunched up.

“Sure. Whatever,” retorted the DJ who turned away with a swish of her wild tail.

Tavi rolled her eyes at how juvenile they could be. She'd seen Lyra tossing and turning at night, whimpering in her sleep, calling out Bon Bon's name as she replayed her terrible end in her mind. She'd convinced herself Bon Bon had killed herself rather than harm Lyra and perhaps it was true. However, that only made Lyra's survivor's guilt even worse.

From what she could tell they had enough food supplies to last them at least a week. Water would be trickier but hopefully wouldn't be too hard to locate nearby. Cherry Jubilee was already busy collecting scattered medical supplies, still blaming herself for what that parasite had forced her to do, and working herself to the bone in order to make up for it.

A number of survivors were already hard at work to pick up the slack now that Redheart and a number of her assistants were lost. It simulatenously touched her heart and made it ache. Why did it always have to be a tragedy that brought them together?

Over the next few hours they did their best to tend to the wounded, and removed the bodies, which Tavi decided would have to be buried later. For now she simply had them laid out away from the ship and placed what blankets they could spare over them. She asked a few of the guards left to stand watch over them so at least animals wouldn't try and pick their corpses clean. They owed the dead that much, at least. She didn't even know them so it's unlikely they would have tombs made in the graveyard of heroes. She tried to shake away such morbid thoughts, grateful that Lyra and Vinyl put aside their differences to pitch in too.

Gunfire suddenly broke the quiet. A cluster of birds erupted skyward to escape, and she whipped her head around, seeing bullets tear into the guards on duty. A few attempted to react merely to be cut down by another hail. “Spare the mares,” called a smug voice. “You know how valuable they are! The stallions aren't worth much, anyhow! Dispose of them!” A cackle sounded.

Whoever this Trixie was, she was still a mare rather than human, wide eyes psychotic when she led a group of slavers to their location. She'd been tasked by her mistress to hunt down and capture this bunch while Spike dealt with the main forces of the airship. The survivors fled inside, the males being shot in the back, and their twitching bodies mercilessly riddled with bullets.

Those who remained did their best to mount a defense, but unfortunately few of them were fighters, and they were forced to withdraw further into the wreckage, the gangs that swept through not hesitating to murder any stallion they came across. They favored tranquilizers and nets for the females, hunting them down like they were prize game for the taking.

*****

With the lost portion of the airship Shining Armor's main force barely managed an escape. He was certain the golem still pursued them, and in the bedlam he'd lost track of Flurry Heart, terrified he'd finally lost her for good. What haunted him most was that hundreds had likely been condemned to death to enable their survival. He stomped over to Diamond Tiara, grabbing and shaking her. “What did you do?!” He was practically barking and spitting in her face. “Answer me!”

She turned her head aside, shaking violenty. “I...I...”

Sunset and Derpy were immediately at his sides, pulling him off her. “Stop it,” said Derpy who suddenly looked as haunted as Time Turner often had. “It was my idea! If you want to take it out on somepony, take it out on me! I've earned it!”

“Damn it!” He stomped the floor. “If they're all dead...”

Sunset held Tiara to her bosom, knowing she was too proud to let anypony see her cry. “Shhh...it's okay.” She patted the back of Tiara's mane. “You saved us all.” She tried not to wince from her wound when the quietly weeping mare hugged her back.

Capper continued full-speed on ahead, not daring to crack a joke. He wasn't certain where to go now. Was any place left in Equestria really safe now? For a few minutes nopony dared speak, muted sobs punctuating the ship's subtle hum.

Finally it was Beatrix Belladonna who broke the silence. “Flurry Heart's okay. She has to be!” She nodded, convinced by her own simple logic. “We've survived worse scrapes! Don't worry! Most of your crew is probably fine, too!”

He looked to his other daughter, feeling ashamed he'd neglected her. Trixie was far from an ideal mother but it seemed like their child had turned out quite well. “Thank you,” he whispered. “Let's head back to Baltimare for rest and repairs. I need time before I decide our next move.” He hated to abandon anypony, but he didn't dare risk everypony here, either.

“Take heart Mr. Shining,” said Derpy who whipped a device from her coat. “Hopefully I'll be able to track their magical signatures. If Trixie's with them, that's at least one skilled mage I should be able to locate!”

“Good work.” He sighed and exited the bridge, clops sounding down the corridor following him.

Sunset grabbed his shoulder. “Hey.” She looked around, making certain they were alone. “I didn't want to criticize you in front of the others, but you're being way too hard on her. I get it. You feel like you're to blame.” She'd cursed herself too when her brief interaction with the Necronomicon had allowed the Smooze into that other world and doomed it.

“Diamond Tiara doesn't carry about anypony but herself. She did it to save her own skin.”

“That's not fair and you know it. She's been working hard like everypony else. She's just scared, like all of us. Without her help we might not have gotten this far. Besides, she made a hard choice, knowing a bunch of ponies would blame her for the consequences. You think Derpy wanted to carry that guilt? You think I would have done differently in her place?”

He exhaled. “I suppose not. Sorry. I'm...so tired.” She followed him all the way to his room, where he collapsed onto his bed like a sack of potatoes, aching all over. She curled up next to him, offering her warmth.

He slept uneasily. Dreamed about loved ones lost. So many comrades he felt like he'd somehow let down.

*****

Very few managed to escape the round up when the slavers moved on the ship. Hundreds of mares were herded into lines and chained together, the majority slaves who'd been liberated from the Atrocity Exhibition. Trixie walked at the head of the procession, leading them to that unnamed village that Cherry Jubilee had temporarily offered to Mother. She trotted with a skip in her step, using a thorn-covered whip curled at her hip to lash at anypony who dared step out of line.

A number of slavers glared with open resentment, but they dared not touch her, knowing Starlight would feed them to Spike or far worse if she came to any harm. “These ones are special,” explained Trixie who kept the ones who served Shining's force personally. She went down the line, caressing the swaying buttocks of Octavia, Vinyl Scratch, Cherry Jubilee, Princess Blueblood, Pacific Glow, Flitter, Cloudchaser, and particularly Lavender Lace and Fuschia Blush. “Hmmm, did I miss one?”

Vinyl prepared a snide remark but Octavia shook her head subtlety, not wanting to let slip Lyra had managed to run away in the bedlam. They both hoped she would return with aid but somehow doubted that was possible out in the middle of nowhere.

After several miles of travel they arrived at the rustic little villa. “Consider them payment for faithful service,” explained Trixie to the rough set of armed stallions. She removed a small bottle from the inner lining of her starry cape. “Oh, and consider using one of these, if you'd like them to be more compliant.” She winked. “There's plenty more in the storage sheds!”

They practically trampled over each other to claim the screaming mares, and she bit into an apple with a crunch, keeping Shining's personal soldiers close to her on chains. “Don't worry,” she practically hissed while a violent orgy erupted across the setlement, mares casually taken and brutalized in all manners. “Trixie promises your turn will come...eventually.”

Pacific Glow nearly keeled over and vomited at the sight. “A-ah...” She sniffled.

Trixie cuffed a hoof to her twitching ear. “What? Did I hear a volunteer?”

“Leave her alone,” warned Cloudchaser as she and Flitter came to the aid of their fellow backup dancer.

“Three volunteers? It must be Trixie's lucky day! Hey, you there! Dumb slut!” She pointed at Blueblood, unaware and not really caring what pony this was. “Give these three a dose of this potion!”

“A-and if I say no...?” Blueblood swallowed hard.

“Then you'll be next and I'll work my way down the line until somepony agrees!” She cast the rest of them an evil smile, particularly Vinyl and Tavi who could barely restrain their hate. “So what'll it be?”

“Fine,” said Blueblood who uncorked the bottle, vapors rising from the liquids. A number of stallions descended on the trio of dancers when Trixie nodded at them, holding the struggling mares in place, chains tied so that wings were rendered little more than useless decorations. Hooves forced their maws wide open. “I...I'm sorry. I don't want to...”

She started with Pacific Glow, emptying a small amount down her throat. Within moments her eyes glazed over, and a stupefied smile crossed her lips, warmth burning in her cheeks and spreading throughout her limber physique. An uncontrollable lust quickly seized her, her marehood drooling down her thighs, her nipples fully erect and practically twitching for action.

She moaned and lowered herself face down and ass up, spreading her asshole and pussy wide as she could, all traces of reason dwindling away rapidly. All she could think about now was that she needed to be bred immediately. She din't care how or by who. “Fuck me,” she whined almost moved to tears by desperation. Not that she needed to wait more than a few moments.

Several stallions descended on her, plunging into her holes, and she wrapped her hooves around a couple of cocks prodding her face, trying to get herself off any way she could. Her companions thrashed harder than ever, knowing the same fate awaited them, but Blueblood tearfully forced them to drink a dose, and soon they too were lewdly prostrating themselves before any available males, the flexible threesome passed around like cheap toys they weren't remotely afraid to break.

“Y-you won't do that to your old friends,” said Lavender while she and Fuschia hugged each other. “Will you, Trixie?”

“I don't know...” Trixie walked around the pair, stopped behind them, and groped their buttocks in circular motions, making them wince at her touch. “Perhaps I should keep you for my own? For old time's sake...”

“She's not even our Trixie,” reminded Fuschia in a hushed whisper. “I don't think this one was with Trixie and the Illusions.”

“This is all too confusing,” mumbled back Lavender. “All I know is I don't want to end up like that!”

With a sultry smile Trixie moved onto their breasts, rolling and kneading them, pinching and twisting their nipples, simply to make them cry out. “Why not enjoy the show? Trixie sure is!” She watched the groupies being passed around like they were a disposable joint, gangbanged between the slavers who'd repeatedly cum inside and all over the whorishly moaning mares.

She kissed Lavender and Fuschia all over, not caring how they squirmed under her touch, continuously feeling them up. “Oh, boys? When you're done with them for the night, leave them in the shed. Trixie has a special treat prepared for them! Don't worry, take all the time you need! Never say I'm not the Generous and Patient Trixie!” She grabbed the assistants by their chains, leading them away to have her own fun with them in private. With heads bowed they trotted after her.

Blueblood wept and rejoined the others. They were untouchable for the moment, but the slavers leered at them, anticipating the moment when they'd have permission to relentlessly ravage them. A number of mares had already collapsed from their treatment, sweaty and bruised and cum-soaked all the way down to their manes and tails, whimpering due to their sore abused orifices. Cherry Jubilee closed her eyes and covered her eyes, flashing back to what horrors she'd seen at the breeding camp.

Hours went by while Pacific Glow, Cloudchaser, and Flitter were fucked into exhaustion, and Glow eventually passed out, only for the two stallions lifting her up to continue hammering into her ass and cunt, while another seized her pigtails and continued to sink his flared cock all the way down her throat. Spittle and cum dribbled down the side of her lips as she gurgled in her sleep. One grabbed her by her twin tails and dragged her across the dirt. They slapped her with their stallionhoods.

Once this bath finished they tossed her onto the ground, and she shuddered on her side, more slavers who'd been busy masturbating emptying themselves all over her. By the time they were done she looked like a strung out crackwhore, makeup running in a mess of smeared semen. Her friends received a similar treatment, like her their eyes rolled into their heads and their tongues lolling out. Octavia and Vinyl growled, wishing nothing more than that they could tear these assholes apart.

“Remember her? That's Cherry Jubilee,” one of them said. “She used to be, like, a brothel madam or something?”

“Nah, that's just a rumor. Tell you what, though. When she was running the Atrocity Exhibition she had this potion she gave the prositutes there to restore their virginity. That way a stallion could endlessly pop their cherries. Made 'em fetch a much higher value on the market. Man, I'd love to be the one to who popped her cherry, know what I mean?”

One of the males approached and brushed a hoof over Tavi's flanks. Sne snarled and reared up. “Don't touch me, cretin!”

“Hey, this set of merchandise is supposed to be off-limits for now.”

“What, do you plan to tell Trixie? What she doesn't know won't hurt her. Besides, I've always wanted to put some snobby whore in her place! She'll beg for my cock by the time I'm done! But I'll try to leave this hot piece of ass intact!”

He started to advance on the cellist who drew back, and suddenly Vinyl was between them, sinking her teeth into his collarbone. He screamed when she bit down hard enough to rip a chunk from his collarbone, blood running between the gaps between her teeth. Her horn flared under the multitude of enchanted chains wrapped around it, trying to loosen its hold, the padlock at the end dangling about. He collapsed and writhed, and she spat the meaty chunk on him. “Come get some, you pieces of shit!”

“Hey, dumb slut or whatever your name is? Give her some of that potion!”

Blueblood baled. “N-no!” She whimpered when he punched her face, sending her skidding to the dirt.

Octavia tried to rush to the DJ's defense, but she kicked her away, thrashing and yelling and snapping as a gang of slavers struggled to hold her down. She wondered if Scratch had deliberately drawn attention to herself, sacrificing herself rather than let her lover be abused? She tried not to cry when they hit the DJ so hard they broke her shades, blood trickling in a line between her wild eyes, and they nearly broke her jaw forcing it open, pouring an excess amount of the liquid down her gullet.

For a few moments Vinyl swayed. Then her face reddened and heat filled her frame. Tavi finally started to sob and looked away when her love submitted to them, her psyche shattered to the point where she was simply a sex-crazed slut. They mocked her former defiance as they hammered into her, not that she really understood nor cared anymore. She was merely their toy now.

They slapped her with hooves and dicks, called her every sort of vulgar name they could think up, pulled her maine and tail so yard a few loose strands were yanked free. She smirked dumbly at them even when they kicked and punched her belly.

“You monsters,” murmured a teary Octavia who held the wounded Blueblood close to her. Was it even possible to recover a broken mind? She'd never heard of such a spell and doubted the potion's effects would wear off. She'd effectively lost her.

For a moment she was tempted to just lay down and surrender right there. Her one faint hope was Lyra had escaped...

*****

Lyra hated herself for having fled. But what could she do? She'd thought of all kinds of wild scenarios about how she'd rescue them, each more preposterous than the last, before she sunk onto her haunches somewhere in the seemingly endless Everfree, reminded of how little she could accomplish on her own. She was a jill-of-all-trades, not some skilled specialist like most of them. Sometimes she wondered if they simply kept her around for moral support. “What do I do now...?”

She considered looking for help, but where to even start? She had no idea exactly where she she was nor were there many distinguished landmarks to give her a clue. “Am I that helpless on my own? Maybe I rely on them too much...”

She started to wander with no particular destination in mind, wishing she'd paid more attention to studying the stars. Maybe they could've served as a compass now. If only Octavia or Vinyl had escaped; they always seemed to have a plan!

“Hiya,” came a chirpy voice. “Looks like you could use a friend!” She turned and rubbed her eyes, blinking several times unable to believe it. “Pinkamena?! Is that you?! And...Rarity! Spike! Trixie! Thank Celestia you're all okay!”

“More-or-less,” whispered a crest-fallen Rarity. She'd curled her mane over the right side of her face, and winced when Lyra brushed it aside, reflexively gasping when she saw the horrific burn scar over a permanently melted closed eye. “You must forgive my appearance. I was...fortunate. So many other ponies were instantly charred by the blaze...”

“Nurse Redheart,” recalled Lyra with a trembling lower lip.

“Spike saved me from that monster wearing his appearance. Fortunately his scales are resistant to extreme heat. Of course even he wouldn't be able to withstand a continuous fire of that magnitude.” She hugged the dragon at her side. “He saved our lives.”

“It...it was nothing,” he said, uncomfortable with such praise. “Glad you're okay.”

Trixie planted hands on her wide hips. “No worries, the main section of the airship escaped. Shining Armor and most of his best soldiers should be fine...I think.” She chewed her lower lip. “Well, I'm sure Beatrix will look after him.”

Lyra practically hopped. “I'm glad, but the others are in serious trouble! They've been captured by slavers! Led by, um, another Trixie?!” She shrugged. “Only this one's still a mare! Don't ask me to explain it, I know what I saw!”

“We know. We've done some scouting ourselves,” explained Trixie. “I'd like a shot at my upstart double...”

“Maybe we can take them...if we're careful,” admitted Pinkie in a rare moment of caution. “We don't have the numbers for a full-on assault, so we'll have to use guerilla tactics! The military kind, not the animal!” She chortled.

Lyra squeezed her shoulder. “I'm in. I'd rather die than abandon them.”

Lowering himself to the ground, Spike allowed them all to mount them, making certain they were secure before he started to bound towards the village. It would take some time to reach the slavers, and they could merely hope they'd still all be in one piece by the time they reached their destination. Lyra gripped Pie's midsection, praying for her friends...

*****

The mare Trixie wove a spell her former mistress taught her, making a thick stallionhood droop between her thighs, and she sat on her buttocks atop a cot in her small hut, spreading her thighs and patting the sheets. She beckoned Lavender and Fuschia with a hoof, and they slowly made their way over, running their tongues over her veiny length until it fully hardened and dripped a thin line of precum. “Lick it up,” she demanded nodding to the slimy puddle. They looked at each other and obeyed.

Once they finished she seized their manes and started to alternatively force their maws upon her cock, taking them to the hilt, her now wetted dick popping free with a plop each time she pulled their heads off. “Ah yes...you'll do nicely!”

She made them blow her until her veiny girth started to throb, and they opened their maws wide and stuck out their tongues like she demanded, her flared tip unloading glob-after-glob of hot spunk onto their pink protrusions. Next she had them messily kiss and traded a mixture of their saliva and her gooey cum between them, their lips smacking while they put on a show for her.

After a few minutes of watching them swap snowballs, she ordered them to swallow, giving each a friendly slap on the ass. “Good girls! Now, follow me! It's time you earned your real prize!” She retracted the magically-induced penis, the flesh burrowing back inside her like it never existed, and cantered out closely followed by the tired pair.

They were led to a shadowy storage shed which seemed to pulse with alien life. Pacific Glow, Cloudchaser, and Flitter had been abandoned there after they'd been thoroughly used and abused, still soaked in sweat and dried cum, and their bellies were swollen. The duo paled when they noticed the tentacles writhing from their snatches, moist and sticky with marecum.

“No,” cried Lavender who turned and broke into a run, only for a tentacle to shoot out from the darkness, the bulge of flesh it was connected to drawing her in. Fuschia blanched frozen while she watched, the lifeform forcing itself into the mare's cunt in a sort of reverse birth, a sound between a scream and moan escaping while it forced its way past the cervix and into her womb. It basked in the warmth of her uterus like it was a warm bath, settling into its mother and the protection her core provided.

Fuschia blubbered and snot ran down her nostrils when she watched her friend lose her mind. “P-please d-don't...” But another such creature forced itself upon her, worming its way into her parting snatch, and she dripped all over it, whining as it wormed its way into her innermost parts. She rubbed her belly with a happy coo once it settled in, somehow feeling complete.

Trixie looked upon her work with pride. Such creatures had been plucked from the Necronomicon by Starlight, little more than small flesh bits when she withdrew them, and bottled up for Trixie, who she told to spread to the finest mares possible. They binded with their prey, growing stronger by feeding off them, and corrupted them in the process.

She hummed to herself and went for a walk through the nondescript little villa, where slavers continued to openly dominate mares all over, some lying broken and whimpering in pools of cum wherever she trotted. What she didn't notice was the figures that hid in the forest, preparing to make their move. A pink hoof closed around a stallion's maw, a blade opening his throat. He was silently pulled into the bushes, hiss body left there the moment the kill was confirmed. Pinkie moved to the next target.

However they knew she would be discovered eventually and a concentrated attack would hastily end her. Spike moved into postiion, puffed up his chest, and set fire to an abandoned area, not daring to risk that any slaves might be harmed. Flames crackled and spat embers. Smoke clouded the sky. Some of the slavers pulled themselves free of their toys and dashed that way, merely to be consumed by a wall of flame he unleashed upon them, fat melting with a crackle and skin blackening as it cooked.

Human Trixie tossed colorful smoke bombs to cloud and confuse the enemy, who coughed and wandered about half-blinded. Rarity summoned a storm of needles from the work kit she carried, telekinetically directing them at rapid speeds. They flew into the eyes, throats, and groins of their foes, as she intentionally took aim at their weakest points to quickly down them.

Lyra felt like a fourth wheel again, but she lit up her horn, carefully slipping a keyring from the distracted mare Trixie's hip and then rushing over to her friends. “Hold on, Octavia!” She started to undo the padlocks on her chain. She counted the others. “Good. Blueblood, Cherry Jubilee, and...oh no! Vinyl Scratch! No!” She looked at the happily stupefied DJ and realized she was too late for her. Likewise she couldn't see a number of the others and feared they had met a similar dark fate.

Octavia shook her head sadly. “I knew you would come. My thanks, Lyra. You did what you could.” The chains fell away, and she took a moment to stretch her tired limbs, Lyra already moving to free Blueblood. She frowned at Scratch. “No worries, love...I won't abandon you.” She cupped a hoof about her cheek, steeling herself to help the others.

Pretty soon the first gunshots erupted with bangs, and Lyra threw up a barrier, bullets pinging harmlessly off. However she was a mid-tier mage at best even after all her practice, and knew her shield would shatter the moment they concentrated fire. Nor did she have Vinyl to back up her magic like usual. Thankfully she was joined by Rarity and Blueblood.

Leaping from place-to-place, Spike ripped apart their adversaries with bloodied claws and teeth, aided by Pinkamena who continued to laugh while she hacked them apart, feeling more alive than she had in quite some time. Soon they were scattering like headless chickens, one even crapping himself as he closed in and bit his head off with a snap.

The mare Trixie dropped a smoke bomb and broke into a wild run to flee the scene. She ran without thinking, knowing she had lost, and that she must somehow return to her mistress. She huffed and dashed towards the Everfree, her limbs burning, and looked back at her shoulder, a thud sounding when she crashed into a tree and almost knocked herself silly.

Flames crackled and smoke poured in the distance. Leaves fell around her while she lid on her side and shook her head. A long shadow approached, and Spike stared her down, slobbering over her as he opened his maw wide. Unlike the others who he'd had to slay quickly he could take his time and enjoy this meal. She whimpered and a warm puddle of urine trickled from her.

Suddenly a paw smacked his snout and he withdrew it with a whine. “Bad dragon! No snacking on ponies! Ever! Not even bad ones!” Pinkamena readied her sword, pressing the tip to Trixie's snatch. “However...you still need to pay!”

“Stop,” called Rarity who panted as she galloped over. “She's little threat to us now. And besides...it may not be her fault.” She studied her crazy eyes and wondered if she'd been brainwashed by the cult too. Was she too far gone to turn back? Her horn glowed when she summoned up threads, and carefulluy bound her in a way that they wouldn't cut her.

“Bah...no fun!” Pinkamena withdrew her blade with a pout.

“Gross idea of fun,” murmured Rarity who touched her burn mark and wished she had some more healing elixir. Unfortunately her batch had been lost in the airship crash and she suspected so had most of everypony else's. In truth she wasn't certain it could even return a lost eye. At best it would likely leave smooth skin where her eye once rested which would perhaps be even more horrific to look upon. No, she'd simply bear this scar, a reminder of her survival where others weren't so lucky.

The battle had died down. Corpses littered the burning streets, the slaves collected once more. They ransacked the villa for what supplies they could and headed back towards the crashed airship. Unfortunately a number of them remained out of their minds, Vinyl constantly touching Octavia in ways that now made her uncomfortable, begging her for sex she felt would now be immoral to provide. She simply tried to keep her friend under control, her snout etched into a deep frown at her current state.

Pacific Glow, Cloudchaser, Flitter, Lavender Lace, and Fuschia Blush were no better, their bellies now fully swollen from the eldritch abominations housed happily in their wombs. They questioned how the mares could have been impregnated so quickly, unaware of the creatures, and decided they'd seek answers later. For now they wished to simply return home.

Author's Note

Quite an intense chapter. Poor background ponies!

Chapter 15 - They're Unstoppable! But We've Gotta Stop Them Anyway!

The airship docked outside Baltimare amidst a dust storm. Shining Armor wrapped up in a heavy cloak from Time Turner's extensive wardrobe, as did those who followed him outside and into the city. He hoped the cult wouldn't track them here any time soon, but Derpy assured him that she could cloak their magical signature with the ship's defenses when it wasn't in flight. She'd simply reroute most of the power to up its defenses. She ordered everypony available to help her make repairs.

They trekked across the desert and the winds died down the closer they came to the outskirts. He held Sunset close to him, remembering how she'd tried to hide her pained whimpers while they slept, and she hobbled and leaned on him for support. “It's not all bad,” she said seemng to read his mind when she saw his unease. “My magic is returning!” She strained to light her horn and bundled their cloaks tighter around them. He smiled, feeling her rub his flanks under the privacy of their garments.

There was a blink before them when Flurry Heart suddenly materialized. “Hey father, Sunset.” She started to canter over and almost toppled over, a torn wing hanging limp at her side. “Couldn't beat that golem, but I did some damage!”

Shimmer ignored her aches and immediately ran with him to her side. “Shiny, do you have any more elixir?”

“Yeah. Saved the last batch I could find onboard the ship for such an occasion.” He emptied the last contents of the vial onto her wound, and a warmth and a tingle filled Flurry when the broken bone and torn skin repaired itself.

“Hooray! Thank you both!” She tested her wing, then used her hooves and plumage to embrace the pair. “Hey, Beatrix Belladonna!” She waved her half-sister and closest friend over. “I knew you'd make it out okay!”

“You too!” She rushed over and glomped her, the pair giggling as they embraced. “Gave that nasty beast as good as you got, didn't you? Wish I could've seen more of that!” She smirked playfully under her wide-brimmed hat. Were it not for her horse-like features, complete with a short snout, and her purple skin and thin furcoat, she could have been her mother's twin.

“Hey, when we get some downtime let's mix some more potions, okay?”

“You betcha. I have all kinds of crazy new ideas I can't wait to try!” She planted hands on her wide hips, and her bust bounced in a comedically exaggerated manner, as she'd intentionally conceived a potion she took to make her permanently extra jiggly. It slso extended to her buttocks which swayed and bounced whenever she walked, making even the straightest mares stop to stare.

“That was a terribly reckless move,” cut in Shining. “But you've made me proud, like you always do.”

“Still, we may have lost the last batch of healing elixir in that last attack,” reminded Sunset. “So be extra careful from now on, okay? Both of you.” She pulled both of the girls close to her like they were her own daughters.

“Sure, no problem.” Beatrix raised a gloved hand to her lips and laughed in a regally boisterous manner. She stalked ahead, her high-heeled boots crunching sand, her high-cut leotard comforming like a second skin to her bouncing breasts and almost fully exposed buttocks as the costume ended in a thong. She'd even cut her starry cape rather short to show her bare lower back.

He tried not to stare, disturbed at how attractive he found her. Maybe she simply reminded him too much of Trixie. He shuddered at the tiny bit of unwanted lust she unintentionally stirred in him, kissed Sunset, and fondled her bottom back under her cloak to take his mind off such intrusive thoughts. What kind of Paladin would he be if he fell to sinful temptation?

*****

Once the golem of Spike returned to the Atrocity Exhibition, its body was covered with chips torn from it all over from hundreds of bullets that had rained upon it, along with burn marks and a few melted portions from the powerful beam emitted from Flurry's horn. He landed and Starlight wandered over to him, rubbing his side. “You did well, Spike! However, it's far from enough. Still, Shining's army shouldn't be much of a threat to us at the moment. We can hunt them down at our leisure.”

More videos played throughout the dome of mares being rutted and tortured. She watched with dark eyes, staff surrounded by an aura while she floated it beside her, while the Necronomicon was tucked in a satchel at her hip. She trotted over to the love of her life. “Ohhh Sunburst!” She smiled at him, seeing the stallion momentarily flicker and twitch from his displacement.

“Go away,” he murmured sitting and curling up close to himself. His eyes stared hatefully ahead.

“Ah, don't be like that! I've done all this for us! Come on.” She gave him her best sultry eyes. “I know what will help you feel better.” She turned slowly, raising her tail to remind him what he was missing. “You can do whatever you like to me.”

“I want to strangle you,” he hissed not even bothering to look her way.

“Ooh, kinky.” She took his hooves and placed them on her throat. “Go ahead. Choke out a bitch.” He suddenly shoved her down and she giggled, spreading her thighs as he loomed over her. “Come on. Fuck me up!”

He snarled and felt his cock responding despite or perhaps because of his loathing for her, and he slammed it roughly as he could into her moist passage, her buttocks smacking onto the cool metal floor. She continued to smile even as his hooves tightened around her neck, and he squeezed until tears started to run down her cheeks, driving in-and-out of her, bottoming against her cervix with brutal strokes. “I hate you,” he screamed in her face. “I despise everything you stand for!”

Memories of his life and a life that might have been as he was turned into Pestilence and tried to come back from that hollowed state bled into each other. He loathed the atrocities she'd commited ever since claiming the Necronomicon and continued to do.

He fucked her with everything he had, caring nothing for her pleasure and not even his own, simply trying to unload all his bitterness on her. “You like this, you fucking worthless bitch?!” Her face darkened while he squeezed, and her eyes rolled into her head as she nearly passed out, squishy schlicks still sounding from her pussy which spattered each time he pounded her.

She tightened around him until it was almost painful, and he grunted with gritted teeth, the flared tip of his bent stallionhood showering the warm interior of her womb. “Take it all you filthy whore,” he cried unloading his spunk into th innermost depths of her pleasantly sore fuckhole. He dropped her once his orgasm died down, suddenly overcome with shame.

She panted and stroked her belly, staring up at him with a goofy smile. “W-was it good for you, too? I suppose the evidence speaks for itself...” She ran a nhoof over her oozing snatch, lips smacking as she tasted a mixture of their sexual fluids. He started to cry and she was instantly holding him. “Hush. It will be okay. No matter what happens, I'll take care of you.”

“I hate you,” he repeated. “I'll never love you.”

“Oh, you will. I'll see to that.” She patted the back of his head.

“What, do you plan to mind control me? Or maybe brainwash me? Won't matter. Whatever you try to make me feel won't be real.” She glared at him with barely contained frustration. “You can control Equestria but you'll never win my heart!”

She summoned the staff into her hooves and struck him across the face. “Damn you! Can't you see this is all for us? Friendship failed the world! Equestria needs a new paradigm and the Necronomicon can provide it!” She'd read it so extensively now it had blackened her soul almost entirely; only the fact that she'd initially been aware of its power and that it had weakened at the climax of the battle with the nemesis spared her the fate of that Twilight from the other world.

Nevertheless the evil spirits contained within continued to attach themselves to her spirit and further warp her into their potentially most suitable vessel. She fondled the black tome, which compelled her to further explore all its hidden depths.

*****

Tired and sore from recent events, Octavia snuck away from the downed bulk of the airship once she was convinced everything was in order, discovering a river running through the Everfree and taking a dip in the early morning. The sun's rays reflected off the water's pristine surface, and she scooped up hooves worth, splashing it over her curves. She sniffled and teardrops broke the still liquids. She'd taken charge of the survivors, nopony else being suitable or able to lead the survivors.

She stroked her wet mane with both hooves, and froze when she heard a rustle, tensing to spring. She now saw potential danger in every shadow. She exhaled when Vinyl Scratch approached and stepped out, her wet cut dripping all over. “Vinyl...”

“Hey there Tavi,” the DJ said licking her chops. She wasn't wearing her shades anymore, her red eyes narrowed in a sensual manner. “Let's make love like we always do. We'll make such beautiful music. I'll even let you be on top if you want!”

“Stop it, Vinyl.” Ever since the DJ's mind had been broken all she seemed to think about were the basest pleasures. She followed Octavia around constantly trying to seduce her. But it seemed wrong to be intimate with her now that she was permanently trapped in such a state of mind. Almost like she'd be taking advantage. “I...I just can't.”

Vinyl suddenly pounced on her, slamming her onto her back. “Ah, don't be that way!” The earth pony squirmed under her, and she spotted some vines hanging from a tree, lighting her horn and surrounding the strands with her aura. She lifted Tavi's limbs with her magic, and used the vines to bound her forehooves together, and likewise her backhooves, all four lifted skyward.

“Please don't, Vinyl. Remember what we had. You'd never take advantage of me.” She winced when the DJ pressed her snatch to hers, starting to grind her hips with a grunt, feeling herself moisten despite her unease. It's not that she didn't want to sleep with Scratch anymore; she simply considered the fun-loving mare she adored effectively dead. She whimpered under her.

Scratch barely seemed to notice and simply took what was constantly denied her. Her hooves wandered over Tavi's teats, and she bounced atop her, grinning as she finally found a measure of satisfaction. Their swollen wet love buttons kissed and danced, and their lower lips parted while they rubbed upon each other, lewd noises sounding while mixed marecum ran down Tavi's puckered anus. She hated how her body was responding to her familiar touch despite how she tried to deny it.

An aura sourround her breasts, and paid special attention to her erect nipples, pulling them so hard and far she feared they'd be torn off. “Cum with me, Octavia!” And to her horror she did, the pair crying out and gushing as one like many times past. Gush-upon-gush splattered the former lovers, the musk of feminine release soaking into their thin coats.

The vines snapped and Octavia collapsed with pants. She laid there like a broken doll, and Vinyl scooped her up with a smirk, humming as she carried her into the water and bathing them. “I love you, Octavia! You make me feel so wonderful!”

Octavia hid her face under her wet mane and sobbed. She shivered as the DJ held her, nothing more than a bad parody of who she'd fallen on love with. Neither of them noticed the emerald-ochre slime which oozed down the river. The Smooze crept ever closer, seeing the nethers and shapely posteriors of the mares while it slinked under the surface...

*****

Diamond Tiara threw open the swiveling double doors to the same saloon-like dive bar Flash Sentry once frequented, stomped over to a stool at the bar, and plopped her curvy bottom down. “Give me the hardest stuff you have!” She plopped an absurd amount of bits on the counter, no longer caring. The bartender poured her a drink and she downed it almost instantly, burping and wiping her mouth with the back of a hoof. She spoke to herself. “Think I'm a monster, huh? I'll act like one, then!”

Her plans for tonight? Get hammered and laid, not caring much about the order. She'd contributed a small fortune to Shining's forces and asked little in return. And this was the way that shithead repaid her, treating her like she was just a spoiled brat?

The judgmental look and words of Shining Armor played continuously in her head. Who in Tartarus was he to judge her? Simple-minded goody-goody Paladin who could only see the world in black-and-white! Well, she'd learned early in life sometimes you had to act ugly to get what you wanted. At least they shared one thing; they'd both been born into privilege. However he'd had a loving family to fall back on, while her father had often been distant and her mother cruel.

“Probably deepthroats his own donkey dong in his spare time!” Anypony nearby carefully shuffled away from her. “Screw him!” She slammed the empty glass on the countertop. “Give me another!” He did as she requested, and she took a look around at ponies playing cards, bar maidens dancing, some even atop the tables or on the bar further on, and one playing the piano and singing. She sighed. “Where are all the decent stallions at?” Casual sex with Capper was okay but she tired of having to share. But it's not like there were many decent males left to go around. “Guess I'll have to go lesbo after all...”

“I'm always available,” said Silver Spoon with a playful wink, sitting on a stool next to her. “But seriously, don't take it to heart. He didn't mean it.” She laid a hoof on her shoulder, eyes wide with concern behind her thick glasses.

“Did you follow me here? Well, whatever. Get her a drink, too.” The bartender passed a drink in Spoon's direction and she caught it. “Yeah, you're probably right, as usual. How annoying. He's still a jerk, though!” She took another drink.

Babs Seed had also wandered in with her, bumped the mare at the piano with her wide freckled butt, and took her seat, starting to cheerfully bang away at the keys and making several of the onlooker s glare or cover their ears. She sang one of the former CMC's painfully corny songs in her heavy accent and out-of-tune, seeming to have the time of her life.

Silver Spoon smiled anyhow. “Sunset's right. You saved us all. Thank you. You really are a diamond.”

“Geez, way to kill the mood you cornball.” But she smiled back. “I...don't give you enough credit. You do all the thankless stuff the rest of us can't be bothered with. What I'm trying to say is thanks, okay?” She hastily took another drink.

“Don't mention it. It has its own rewards. Such as they are.” Babs Seed had ordered her own drinks, gulped several down without ceremony, and was soon giving an impromptu slutty lap dance to one of the saloon barmaids, intentionally teasing the envious stallions who looked on and whistled at the show. She jutted out her freckled butt, raising her tail to show off her puffy vulva and tight asshole. “Look at her go. Wish I had moves like that.” She didn't even have the courage to sleep with anypony without her foalhood friend around to help. She'd been codependant on Diamond Tiara almost her entire life.

“What'cha waitin' for, babes?” Babs waved at them, leaning back on the mare's lap. “Come join the fun!”

Spoon shrugged and took a dainty sip. “Why not?” She stood, inhaled, and headed over. Having a bit of the hard stuff in her, she worked up the courage to plopped herself atop a stallion's lap, wrapping her hooves around the cowpony's neck and rubbing his hard dick upon her wet slit. She had no intention of fucking him, but she didn't mind getting them both off to completion with some foreplay. He strained when her limbs held him fast, precum running from his tip while cheering onlookers clinked glasses.

Diamond Tiara picked the hottest one she could find, but unlike her companions she sunk his stallionhood into her moist cunt, which drooled down his veiny length. She smirked in a smug manner, bouncing her buns atop him, guiding his hooves to squeeze the cutie marks she was so proud of that adorned her pert buttocks. Why not throw caution to the wind and get laid?

She rode him until he nearly buckled, his flared tip shooting into her uterus. She squealed with delight, thankful she had plenty of potions to prevent preganancies in her purse as she had no intention of ever being a mother. How could she justify bringing a foal into such a terrible world? Thar's another place where she and Shining differed. Silver Spoon had made her it of candy cum all over her small tits and stomach, while Babs and her barmaid her now thoroughly drenched from their gyrations.

The members of the CMC huffed and heaved in shared satisfaction.

*****

The apparently impregnated mares were taken to a private section of the hospital wing. Pacific Glow was a bruised and battered mess, her belly swollen to the point it looked ready to pop, while Cloudchaser and Flittr faired little better. Lavender and Fuschia were at least somewhat lucid, moaning and writhing in their beds, like the others soaking the sheets with marecum which almost continually dripped from their slits. Cherry Jubilee kept constant watch over them and provided them with all the water she could to make certain they didn't dehydrate. “Hold on sweethearts, we'll find a way somehow. I promise.”

Blueblood hovered nearby and chewed her bloodied lower lip. “It's all my fault. I did that to them!”

“No. You didn't have a choice,” assured Cherry who tried to come to terms with what the parasite forced her to do. “If you hadn't acted I reckon all of us might've ended up like that. I've forgiven myself. You should, too.”

Rarity trotted over, wearing a white porcelain half mask over the burnt side of her face. She'd decorated it with tiny diamons that resembled her cutie mark in order to make it less plain. “It's a terrible situation for all of us.” At her side walked Spike whose fin-like ears she scratched. He lazily pushed into her hoof with a dopey smile and a wave of his spaded tail.

“Hello, Rarity.” Blueblood timidly approached. “Um...what happened to your face?”

“A terrible accident when the airship burned.” She started to reach for the mask but Rarity stopped the Princess. “Are you certain you wish to see? Believe me, it isn't a pleasant sight. Can you love a mare so terribly scarred?”

“Yes, I believe I can.” With trembling hooves Blueblood removed the mask, gasped at the melted and reddened flesh below, a patch of deformed flesh sealing over her eye, and with a whimper she swooned into Rarity's arms.

Rarity caught the sleeping mare with a pained sigh. “Indeed, exactly what I expected.” Not that she could blame her. She once would have had the same reaction. But she'd discovered even ugliness could sometimes have its own strange allure.

Jubilee waved a foldout fan with her cutie mark emblazoned on it over Blueblood's face. “She's like a sleeping beauty from some fairy tale.” Her lovely dimples and beauty mark stood out with her warm smile. “A bit whiny, but her heart's in the right place.”

Rarity placed the sleeping mare on a bed. “I suppose so...” She looked between her, Spike, and thought of Capper, all vying for her attention. At leat Spike seemed unaffected by her marred appearance; she was simply the closest thing to the woman he'd loved and lost. She clasped the fire ruby hung on her bosom, thankful it hadn't been lost in the attack. Apparently it was impervious to a dragon's blaze. Perhaps the charm had even protected her from being burnt far worse?

A gurgle sounded from Pacific Glow, whose bloated belly started to churn, a series of distended masses writhing across the surface of her skin, like dozens of rope-shaped protrusions were trying to break free of their prison. She moaned in an unbroken, banshee-like cry, lashes fluttering raoidly. Another spray of marecum erupted from her slit and splattered a wall.

It was like she was amidst an orgasmic birth, and more than ever they wished Redheart was still here, thinking she would recognize the symptoms. All the orderlies that tended to her had come up blank. Her puckered sex holes quivered and drooled a pool under her rump, spreading and contracting, like they were desperate to take another round of pumping dicks.

With one last cry her stomach exploded into a gooey mess, and Cherry and Rarity screamed under a splatter of blood, watching in terror as the tentacled mass that had used her as an incubator slithered free and lashed about with slimy tentacles. Rarity raised a shield to protect them, while Spike leapt into action, wrestling with the bulbous sack of perverse flesh and spitting flames at the beast. It tried to drive a tentacle down his throat, shrieking when he managed to chew through it.

Cloudchaser and Flitter went through a similar process, wiggling and moaning and squirting, before they too erupted into bloody showers which more eldritch horrors arose from. Intestines toppled loose and another geyser of blood rained down. Thankfully Lavender and Fuschia weren't nearly as far into their gestation and were spared such a fate for now.

Spike ripped the creature into ragged strips with his teeth, then turned on the newborn pair, who lashed at him with a series of tentacles, wrapping around his limbs and trying to crush him. He growled and tensed muscles under armor-like scales.

His nails raked through one, which popped into a reeking spatter that painted walls around stained with blood and mare juices, while he puffed another thick fire onto the other, which thrashed like it was in a seizure, blackening as it cooked. He huffed and clenched his teeth, black wisps escaping his nostrils, leathery wings fully spread as adrenaline coursed through him.

Rarity took a fire extinguisher to ithe flames once it stopped moving. “Well done, Spike. We owe you our lives again.”

He bashfully smiled at her praise, seated on is haunches. “Thank you...Lady Rarity.”

Cherry stroked the fainted Blueblood's blonde mane from her face. “She's uharmed. What a horrible fate...” She looked to the torn open corpses, the bedding soaked a deep scarlet, them to Fuschia and Lavender who still stirred. “Unfortunately sweetheart, we're lacking for decent mages around here. I reckon maybe Trixie can help?”

“It would seem our best option at the moment. I think this is outside Lyra's expertise.” She covered the corpses with what fresh blankets she could find. “Spike and I will stand guard here. Be a dear and fetch her, will you?” She nodded and took off.

None of them noticed the thin slivers of the Smooze which slithered through the tiny gaps all over the ship's battered hull. They wormed under the reddened blankets into the carcasses of the mares like they were molds, conforming to their physiques. Their vaginas gaped back open as they birthed themselves free, the slimes taking on the shapes of Pacific Glow, Cloudchaser, and Flitter. They moved in silence, Rarity and Spike unaware as they watched over the impregnated ponies...

****

Octavia and Vinyl Scratch were likewise oblivious to the slime that infested the river. A shadow fell over the duo when it sprang like a tidal wave, crashing over them, enveloping them completely but altering its composition in such a way that they could somehow still breath through it. The creature had seen how the slavers assaulted the mares, and became curious, deciding these two specimens would do as it held them aloft in its jelly-like bulk and pushed its way into all their cavities.

The musicians thrashed under its intrusions, Tavi with heart-pounding anxiety even as she joined Scratch in mewling with unwanted ecstasy. Nothing had ever penetrated all her holes so deeply, and her frame buckled in its womb-like prison, warm and wet and tight, wondering how it wasn't killing them. Would it keep them here until they expired? Slowly digest them?

She tried not to cry but couldn't help herself, knowing she was completely powerless to change her fate. At least she would die with the love of her life beside her...even if she wasn't the mare she knew anymore. She tried to take some solace from her company. The sticky fluids pushed further in, and she felt her womb distend outward until she looked and felt like she was pregnant with quintupelets at least, Vinyl's uterus undergoing the same as multiple orgasms rocked them to the core.

Were it not for their dire situation it would have been the most intense and amazing sex of her life. Every part of her was simultaneously being filled and caressed, leaving her complete. Her nipples and clit throbbed, and her friend's did the same, their holes gaping open while they were flooded. Their eyes rolled until they were white, faces lewdly twisting in comic fashion.

“Hey!” Lyra ran in their direction with a huff, horn glowing as she fired a beam of energy on the sludge. It smoked and hissed a smidge but regenerated itself instantly. “Oh shit...what do I do?!” She considered running back to the ship for aid, but it was already oozing her way, and besides, would they still be alive when she returned? It was up to her!

Having a sudden bout of intuition, she reached into the satchel at her hip, digging through her supplies and scooping up the tiny vial of healing elixir she'd held onto. Had they pooled their rsources would they have been able to save Gilda way back then? She still felt guilty about that now. It wouldn't have been enough for Bon Bon, though; not all the elixir that had ever been could reverse an exploded brain. She tossed the thin tube of glass at the Smooze which enveloped the mares.

When it struck home she simultaneously zapped the substance which erupted into a cloud of sizzling chemicals. The mist smothered the gelatin until it writhed apart, a drenched Octavia landing with a thud, catching Vinyl upon her back. “You're a genius Lyra,” she called breaking into a gallop away from the monster. “But how did you know?”

Lyra raised her hooves and shrugged in a manner unlike a pony. “Just seemed the thing to do at the time,” she replied running beside her and wrapping the DJ with her aura to help carry her. She'd often been prone to doing stuff in unorthodox ways, and this time it had paid off in spades. However, the gelatinous mass was already drawing itself back together with haste.

She looked to Vinyl with a frown. “Guess I can't ever apologize to her now...” She bowed her head.

Octavia shook her head. “She knew. It's...been tough on all us,” she said shaking moisture from her fur coat. More oozed from every hole but the pores on their bodies, even from her ears and tearducts, but she did her best to appear dignified.

Silence fell between them. They headed to the ship and spotted more of the dribbling Smooze slipping its way inside. A stirring Scratch nibbled and suckled on Tavi's ear, and she did her best to ignore her, the duo dashing in to render what aid they could...

Author's Note

And now we say goodbye to a few more background ponies!

Chapter 16 - What's A Paladin?

Shining Armor granted most of his soldiers leave, figuring they could use the downtime, especially after recent events. He too wanted to rest and take stock of his life. However Sunset Shimmer and Derpy still remained close at hoof, and likewise Fleur de Lis, who appeared aimless now that she'd settled her vendetta and had nopony to return to. She'd simply fallen back into the routine of a soldier's life. She was too stubborn to relax no matter what he said; in that respect they were quite similar.

Most of the massive pool had been lost when the airship detached, but it seemed Time Turner had installed a much smaller backup, and he made his way there, turning on the steamy waters to the hot tub and settling into them. Instant relief hit his aching musculature. He was joined by Sunset and Derpy, the latter stripping off her coat.

Fleur's hooves echoed when she trotted into the pool area. “Do you mind some company?”

He shrugged and looked to Derpy. “It's her ship. I'm only trying to hold this operation together. Besides, it looks like we're about to have a lot more company.” Baltimare was a dusty and barren place, without much to offer tourists, and so after a quick visit many of his soldiers decided to mostly stay onboard. He spread his chiseled forehooves over the sides, leaning back.

“Allow me,”said Fleur who magically raised a brush drenched in soapy suds, making brief contact with the mares for permission. Usually she simply took what she wanted but she was kin no mood to fight. Thankfully they nodded, and she settled behind him in the waters, her breasts resting on hi s lower back while she hummed and scrubbed him.

His sheathe stirred and he was thankful the waters somewhat obscured him. His eyes wandered over the other attendees, including Tree Hugger who was carried bridal-style by Mr. Bear, Capper who seemed content to watch from the sidelines while he sipped a martini and didn't so much as get his feet wet, and Flurry Heart who was followed closely by Beatrix Belladonna to the pool's edge. They were chatting and giggling all the while like a pair of mischievous students.

His eyes were pinned to the smirking Beatrix when she removed her pointy hat, followed by the star-decorated cape. Next she peeled off the fingerless gloves that came to her upper arms, followed by thigh-high boots, seeming to exaggerated her hips and thighs when she shucked them. His breath caught when she gradually shed the high-cut leotard like it was a second skin.

She raised her arms and stretched, stark naked, arcing her bosom so that her bouncy breasts jutted out, taking her time. Incredibly wide areola that ended in perky erect nipples poked from the tips of her milky tits.

She turned so that her backside face him, and gradually bent over, until she touched her toes with a snicker. She held that pose for a couple minutes, giving him a full view of expansive jiggly buttocks with a reworked version of her mother's cutie mark emblazoned on each, the plump lips of her vulva, and even her cute pink asshole peeked out.

To his shame his eyes kept darting back even when he tried to meet his own haunted features in the churning liquids. She couldn't be doing this to him intentionally, could she? Somehow it was hard to think of her as his daughter. What was wrong with him? This was no way for a Paladin to behave! But somehow she seemed to almost have him enchanted.

Fleur rubbed her teats upon his lower back, dragging the soft mounds up-and-down, using her forehooves to trace the lines of his pecs. She pecked his neck and nibbled on his ear. One of her backhooves teased out his stallionhood, stroking the dark and veiny tool which slipped free. Meanwhile Beatrix sat at the poolside, scooping up handfuls of water, and slowly letting them run over her delicate curves with a low moan. He swallowed hard, trying to deny shameful fantasies of bending her over and mounting her right there. Such a thought with Flurry Heart would've turned his stomach, but he watched entranced.

After a while Fleur repositioned herself so that she sat onto his lap, and despite a wheeze of protest she laid her hooves on his shoulders and faced him while she slid his length into her until he bottomed out. “Relax,” she whispered. “Nopony's paying much attention to us. Besides, Sunset and Derpy don't seem to mind sharing you. Oh yes, I know you're busy fucking them relentlessly each chance you get. But I do believe you could use a change of pace, and I'm quite happy to oblige.”

She moved atop him in a subtle and subdued fashion, milking him with her tight, warm, slippery inner walls. Sunset and Derpy helped out by fondling her asscheeks. From this vantage he could stare directly beyond their lusty gazes unnoticed, watching Belladonna lather herself in soap, taking her time and rolling her eyes into her head while she moaned quite low. An ear reflexively twitched to better listen, watching deft hands wander playfully over all her most intimate part.

He edged on orgasm, and Fleur slowed to an almost complete stop, making him whinny and whimper while her lower lips continued to lazily suckle the precum from his mast. She continued like this until her nethers started to quake, and then her cunt clamped down on him like a vise, her balls erupting with foalbatter that she greedily took into her uterus. “I have no intention of carrying a foal,” she murmured in his ear with a sultry rasp. “Although, if it were yours it might not be so bad.”

While he basked in the afterglow Belladonna stared into his eyes. Her smile widened, and he shyly looked away, overwhelmed with shame. Her lovely, naked physique was forever burned into his brain. He caught her licking her lips from the corner of his eye. Yes, she had definitely put on a show for him. Well, he'd pretend it didn't happen, and hoped she'd lose interest sometime.

*****

Goo in the shapes of Pacific Glow, Cloudchaser, and Flitter made their move in tandem, the first tackling Rarity who yelped, while the twins enveloped Spike when he turned to defend her. The fasionista was knocked onto her barrel, all her limbs spreading, the slime molded in the shape of the rave pony settling its squishy, warm weight atop her and pinning her down. Her eye went wide once it slithered into her crevices, squishes sounding when a heat made her feel full all over.

The bizarre entity attached itself to her brain, and she felt her muscles slacken, her frame going numb all over. She opened her maw to scream when her body started to move on its own but the sound was swallowed. The portion of the Smooze had discovered a new talent, attaching itself to her brain, evolving to discover new facets of itself each time its composition altered.

Despite repeated attempts to wrestle the pegasi slimes, the slippery duo soon overwhelmed him to, pushing themselves into his anus and urethra in a similar manner to how they invaded the unicorn. He tried to build a fire in his belly, hoping to burn them out, but they quickly seized his brain too, making him skulk towards Rarity. He tried to growl.

For a moment their gazes met in shared horror, both believing he was about to eat her. Her eye watered and she would have smiled sadly if she could, would have told him it was okay and that at least she'd die to his teeth. Instead they were overcome by curiosity when he was driven to stalk behind her, and he pressed his bulk upon her in a tender manner.

They shuddered when his wet dragonnhoods slid from their sheaths and caressed her slender back. “S-sorry,” he managed to squeak struggling with all his will to keep from mounting her. A few hot tears spattered her upper back. He wanted her more than anything, but not like this. He feared she'd never be able to even look at him again.

The creatures were overcome by their own curiosity and returned them the ability to communicate. “It's...it's okay, Spike. At least it's you.” Her cheeks and buttocks flushed bright when he sunk his cocks into her pussy and anus. She winced, having not been filled in such a way for so many years, but her eyes widened anew when she felt something curious.

Both of his dicks swelled to a knot once they bottomed out in her, speading her moist squishy interior wide open. “M-must be a curious leftover from the creature you used to be,” she wheezed remembering that he'd been a dog in that world. To her shame her marehood was drooling over his testicles which had also dropped when he was ready to mate.

Slaps sounded once he started to fuck her. He hissed and snorted, his dragon instincts overwhelming him, threatening to break even the slime's hold when he started to roughly hammer against her flopping marshmallow buttocks. She whined under his brutal thrusts, hanging tits with pastel pink nipples slapping into each other each time he rocked her forward.

So lost was he too primative desires that he cared for nothing but his basest pleasures. For the moment he could only perceive her as a bitch in heat that needed to take his knot, and be bred hard until he could fill her with his pups or eggs, still unable to decide whether he was more drake due to his appearance or mongrel due to his former shape and life.

Fortunately she had always liked to sexually submit to her Spike since he was the one she loved with all her aching heart, her marehood watering when he roughly put her in her place, claws squeezing into her flesh and teeth biting into the nape of her neck to make her further submit but not drawing blood. His mind had slipped away momentarily; she was now a vessel for his pleasure. She couldn't blame this Spike; he was probably completely sexually inexperienced. Poor boy had probably been holding this in his entire life knowing his Rarity was untouchable. Her sad smile widened, thankful she could be his first.

A part of her had always wanted this. Wanted to move on. But she still feared it was a betrayal, that she'd simply replaced the love of her life with a stand-in who she cared about but could never truly love in the way he deserved. She moaned and her eye rolled back, her tongue falling loose from her drooling maw,her marehood quaking repeatedly as her holes clenched again-and-again, mutiple orgasms pulsing like electricity through her. “O-oh, Spike! I love you, Spike! I love you!”

She'd said it. Why regret it now? Why not become lovers with him if they survived this now that they'd already been pushed this far? Capper would likely never settle down with her, and while she felt sorry for Blueblood, even if she could become a stallion again she doubted they were that compatible. Her eye studied the fire ruby which bounced along with her milky breasts, so large and pale she could see traces of her veins in the swinging pendulums of marshmallow flesh.

He bared his teeth completely with a primative growl, humping her as fast and hard as he could, smashing against the opening to her cervix with each brutal thrust. He was slamming her so hard the floor shook, his precum and her marecum spattering out to decorate with floor, mascara running from tears born from pain and pleasure.

He was too far gone to care whether he broke her. All he knew was he needed to fuck her silly. Likewise she lost herself in the moment, hardly caring either as sheer euphoria threatened to break her brain. “C-cum inside me, Spike. I want it...”

He clasped a claw around her throat, leather wings unfurled to fullness, and the pair shrieked in unison when his twins unloaded into her. Her uterus swelled in a distant but familiar manner, to the point where if she didn't know better she would've feared bursting. Her eggs swam in the sloshing fluids, and even after he'd finished he continued to emit tiny spurts, still locked tight inside her. She contracted around him with whiny whimpers, almost grateful he couldn't pull loose from her.

His eyes remained glazed when he turned ass-to-ass with her, giving the occasional tug which would push her over the edge once more, her shaky backhooves now thoroughly drenched as she stood in a pool of her own excretions. She breathed in an aroma of their sexual musk, almost forgetting their dire situation and wishing she could remain with him filling a figurative and literal void in her. “Ah...Spike...”I'm sorry...I love you...” Her tail swished about, overcome by satisfaction.

During their mating the sleeping forms of Lavender and Fuschia started to move, controlled like meat puppets by the tentacled lifeforms nesting in their womb, the extrusions emerging from their snatches used to lift them up and walk them about. The former descended on the slumbering Blueblood, while the latter slipped from the private section of the hospital wing.

“Get away from her,” demanded Rarity who tried to activate her horn to no avail.

Lavender spread Blueblood's thighs, lowering herself upon her, until their slimy clams kissed. “Uh...ah...” The Princess blushed and moaned low, rolling about in the bedsheets but not awakening, even when the tentacles from the witch's slit invaded both of her lower holes. Their snouts met in a sloppy kiss, another tentacle pushed between their maws. Schlicks sounded and small sprays spat out each time their watery pussies and puckered assholes met, squashing together in rhythmic fashion.

The lengths slithered further-and-further, until one pressed against the entrance to Blueblood's cervix, and forced its way in, bright eyes snapping wide open as pleasure turned to stricken horror. “Mmmmph!” She kicked all her limbs comedically under her invader, her slit watering into a puddle like she'd wet the bed. Her attacked showed no mercy, happily ravishing her.

“Spike! Wake up!” Rarity continued to call his name.

After several moments he snapped back to awareness, eyes returning to normal, as a mixture of pride and shame overcame him. An uncomfortable toothy smile lit his snout. He continued to occasional tug at his knot swollen in her silky walls, careful not to yank hard, and she whinnied with renewed blushes, another climax rocking her most intimate portions.

Control of his bulk continued to return despite the Smooze's efforts, and he swelled his chest up larger than he ever had before, a raging inferno burning within. Screams that mimicked Cloudchaser's and Flitter's sounded in his interior, and they were roasted under the magically-enhanced fire, reduced to mist that escaped between his teeth and nostrils.

He swelled his muscles with pride. Then pinkened when a bit of gas escaped his buttocks. “Oh my,” said Rarity without thinking. “W-well...it happens to everypony...creature?” She was thankful his knot's swelling continued to die down, still releasing the odd spurt of cum inside her, and she sighed once he finally popped free of her oozing pastel pink holes.

He turned on her, and their gaze met in a shared understanding, his chest swelling to insane levels once more, readied to unleash a cone of emerald fire. The slime molded in the shape of Pacific Glow instinctively slithered free from her holes, and she gurgled once it ejected from her mouth, retaking the mold of the deceased rave mare. Before it could escape he nuked the monster, which squealed while it too was reduced to a cloud of rolling vapors that swirled about her.

“Try not to harm her,” called Rarity once he moved to attack Lavender. “There's a slim chance she can still be saved.” He nodded and sunk his fangs into a tentacle that jutted out at him, he rubbery digit squishing and emitting a foul odor as clear fluids erupted from the burst coil. It attempted to retreat back into the safety of the womb but he held tight.

Using all the strength he could muster, he pulled back with all his weight, muscles stretched taut when he tugged. A long, ragged moan escaped Lavender's maw when she gushed over the trio, Blueblood squealing. He tore the abomination from the mare entirely and pounced on the fleshy mass, growling as he feasted upon the eldritch abomination.

Rarity tried not to scrunch her nose. “Thank you, Spike. You saved her life. “But what about Fuschia?”

He swallowed down the monster, chewed on it like it was a mass of fat, and burped a tiny plume of flame. “I'll find her.” His eyes fell upon her still swollen stomach, which made her look pregnant, a reminder he'd done that. Satisfied they were now safe, he bounded from the room, heading into the corridors where more of the Smooze awaited...

*****

A metallic ring sounded when Pinkamena drew her sword across a shadowy corridor, sending small sparks flying while she faced down the small trickles of slime that dripped in. The droplets struck the floor with an echo. She leapt from one area to another to avoid the small puddles, bounced about with a giggle, her head tilted to one side and her eyes huge to match her wide smile. “Can't catch me!” She turned and presented her plump rump at the Smooze, shaking her bouncy cheeks and slapping them. “Whee!” She hopped away from a pool which transformed into a hand and attempted to seize her.

“Stay behind me,” she warned Trixie who'd rushed in to assist, her horn already manifested atop her forehead. The point lit up and she fired a few magic blasts, the slime popping and hissing every time her beams connected. They were dispelled for a moment merely to reform unharmed. “Save your own butt, Trix! No worries, I can take care of myself!”

“True,” breathed Trixie who nevertheless hated to abandon a friend. Sure, they're never been terribly close, but hanging with the force had brought the heroic instincts she tried to deny roaring back to the surface. Not that she wished to admit it. Cherry Jubilee hung further back, once more feeling helpless to do more than bear witness while others acted.

A storn of tentacles rushed from the darkness of the tunnels. Pinkamena dodged a couple only for a third to grab an ankle of her backhooves, slamming her facefirst with a thud to the metal floor with a bang. The blade rolled from her forehooves. Her eyes rolled with dizziness, as she was dragged towards a suspended Fuschia, who forced her extrusions into Pinkie's holes.

She winced and squirmed, eyes tearing up, momentarily recalling the day when slavers tortured and butchered her friends and family in front of her, then gangraped her four countless hours atop their corpses, until she was soaked in their blood and guts.

The protective bubble her mind had built up burst. A mind that had been snapped for so many years returned to awareness as all the painful memories came rushing back. She sobbed as the intruders rapidly pushed in-and-out of her ass, pussy, and mouth which all filled with excessive precum that slicked the tunnels, stricken less by what was happening to her and more by reminders of what she'd lost. A series of tendrils slipped past her cervix, rubbing the warm, wet walls of her womb.

A similar fate befell Trixe, who snarled when her cape and leotard was ripped away denuding her, save for the fingerless gloves that came to her upper arms and thigh-high high-heeled boots. A tentacle even plucked the point hat from Trixie's head and placed upon Fuschia's own who smirked at her. “Upstart! Minion! You'll never be on Trixie's level!”

She continued to rant until her mouth was stuffed, followed by her lower holes, her shapely legs raised and spread. A flesnhy coil wrapped around her horn to dispel her magic, more pulling on her hair and lashing her floppy tits and pert buttocks.

Jubilee turned to run, hoping to find more help, but she was grabbed too, alongside the mare Trixie they'd taken prisoner, pulled from the room they'd locked her in once the door was torn away. She scampered helpless in her enchanted chains which number her magic, thrashing and shrieking when she and Cherry were similarly violated by the coiled mass from Fuschia's drippy slit.

No matter how much they struggled the coils merely tightened. They were reduced to playthings for Fuschia to enjoy at her leisure. She perched atop the nest birthed from her with pride, the creature continuing to swell within her core.

****

“Cut it out, Vinyl.” Octavia tried to ignore the unicorn she carried atop her when she nibbled on her ear and squeezed her teats while she ran. Her hooves sounded with Lyra's while they ran down the ship's interior, clops reverberating under their straining muscles. They huffed while they ran at top speed, dodging past the slivers of the Smooze which wormed inside.

They slipped into the storage vault, most of its contents ruined during the crash, but there were a number of potions remaining. Unfortunately there were no elixirs to be seen, but they scooped up the unbroken bottles they could find anyhow, hoping the concoctions would at least momentarily disrupt the Smooze's composition. “Well,” said Tavi. “Here goes.”

“Heyyy,” slurred Vinyl in a sultry manner. “Think our sound equipment survived the crash. Why not try that awesome speaker system I had custom built, cutie? Always figured it could be turned into a primo weapon in a pinch!”

Octavia thought it over. “Why not? Our options are limited.” She broke into a run, her satchel heavy. Lyra struggled to keep up, wishing she hadn't sat around snacking all the time between missions. Sure, she'd practiced her magic on occasion, but she'd never been much of one for exercise if she could help it. They arrived in a room with stage props piled into bunches.

Much of it was badly damaged, some beyond repair, but the DJ had taken precautions with her magnum opus, which she'd often customized in secret. “Ooh baby.” Vinyl hopped down, removed the layers of protective styrofoam and blankets, and draped herself in a sensual manner upon the mobile stereo system. She fired it up, neon lights flashing all over the complicated system, and it hummed ready to roll. “Pretty cool, huh sweetcheeks? Don't worry, it's easy to operate!” She laughed.

A slap on the rump made Octavia glare over her shoulder. Once she would've appreciate a playfully affectionate geture like that, but now she simply curled her lip, at least thaankful Scratch wasn't focused entirely on partying for once. “It's up to us.You ready, Lyra? We may have only one shot at this, so we'd best make certain it counts.”

“Yeah, I'm ready!” Lyra stood upright and held onto a speaker once the machine started to roll, making certain the dangerously loud sound system was pointed away from them. “Hey, this is almost fun!” She beamed wide, bobbing her head.

“Oh, you like this?” Vinyl pressed her face into Lyra's rump, who blushed bright when a horn poked her rear entrance.

“V-Vinyl! Never knew you thought of me that way!” Lyra softly swatted the laughing DJ away.

“Hey, I would've fooled around with all our backup dancers if little miss stuck up Melody would've agreed to it! What's wrong with the occasional bit of candy on the side?” Vinyl Scratch continued to rant in a delirious manner while the contraption sped down the dark corridors with a mechanical clunk. Tavi tuned her out, wistfully spotted a compartment filled with futuristic shades once worn by her lover, and plucked out a pair, setting them over her eyes in memory of happier times.

“Hey, you look pretty good in those!” Lyra wagged her tail.

Vinyl nodded her approval. “Yep, knew you'd come around. And she's right, they suit your cute patoot!”

A display on the controls revealed all sorts of information, including the wavelengths of the wound. She turned knobs to alter the resonance, trying to find a fequency that wasn't harmful to ponies but might disrupt the Smooze's composition. The odd drone that could barely be called music erupted from the speaks, Lyra covering her ears and Scratch pretending to gag.

“This music sucks donkey ass,” whined the DJ. “I thought you had taste, Tavi!”

“Hush you.” Octavia looked around and saw the puddles were being vibrated apart by the noise she'd discovered after some fine-tuning. They arrived in the tunnel where Fuschia was busy making the mares and the one human her bitches with the layers of tentacles. She tried to think up a one-liner Vinyl might say, putting the speakers up to full blast.

“Death by stereo!” The vibrations pushed away the Smooze as the sounds reveratd throughout the ship, echoing, until the yellowish-green gelatin withdrew outside the hull back itno the Everfree. The tentacles hesitated and Fuschia hissed, irritated but refusing to withdraw, instead turning on the machine. The extensions lashed out and pierced it repeatedly.

Sparks fired and smoke rose. The trio of mares were forced to abandon the stage seconds before it exploded into fiery wreckage that rained down. “My masterpiece,” whined Vinyl who sunk down and stared sadly at years of work lost in an instant.

The limbs turned on them, Tavi and Lyra chucking chemical mixtures at them, several masses of flesh hissing and burning only to replaced by more. “You're fucked,” cried Fushia as her protrusions seized the trio. “Literally!” She pulled them aloft and started to stuff their holes, cackling when she seized back the others she'd been forced to drop amidst the struggle.

She shrieked as teeth sank into a limb, which was pulled by Spike who' finally arrived, Fuschia toppling onto her side once he ripped the fleshy mass from her birth canal with a plop and a splatter of juices. He tackled and feasted on it like the last one, ripping it apart with tooth and claw until the chunks filled his stomach. He grinned and burped a fiery plume once again.

Human Trixie rubbed the rump she landed on. “You saved our butts. Thanks.”

“No problem.” Spike rubbed his neck, his vocal chords now used to short speeches. He checked on Fuschia who laid sleeping on her side, making certain she was okay. He licked her cheek, feeling sorry for her. “Rarity, Blueblood, and Lavender are okay. But Pacific Glow, Cloudchaser, and Flitter...didn't make it.” He bowed his head, like he was responsible.

“Oh no...” Octavia closed her eyes hard. “If we hadn't taken them on maybe they'd still be alive...” Of course it was merely a stroke of luck that they'd decided to pick up Glow from Las Pegasus before the fall consumed it for their tour across Equestria. They had narrowly escaped death so many times, merely to face another impending threat wherever they went.

Was anywhere safe anymore? She figured the Smooze would be back soon and Spike was their only real defense now. They would have to pack up and move on the moment everypony was able to travel. She didn't like their chances on hooves, but there weren't many real options left to them. With a heavy sigh she hugged Vinyl and Lyra, ignored the former's hoof on her butt.

A makeshift cart was soon built with what they could salvage from the wrecked sound system, loaded down with all the supplies it could safely carry, and she attached some reigns to it, pulling it along with several other earth ponies. She swatted Vinyl aside with her tail who wouldn't quit trying to molest her, and the crestfallen DJ turned back to harassing a bemused Lyra.

For all they knew most of the southern parts of the continent were infested by the Smooze by now. Perhaps most of the dragons and griffins had been wiped out. She pursed her lips, lowering her head low. The cult had all but won...if you could count mutually assured destruction as winning. But she would never lie down and submit even when damnation loomed.

Author's Note

Rarity finally gets lucky? :duck: :moustache:

Chapter 17 - Dream a Little Wet Dream

Shining Armor was back in his bedroom in the Crystal Empire, the sunlight streaming in, and like she often would Cadance awakened him with a blowjob, taking his dark veiny shaft into her maw. She gazed into her eyes in the sultriest manner she could, her blushes and bedroom eyes coming naturally to the Princess of Love, who would worship his cock and drink down his seed like it was mana from whatever deities ruled over this universe. Her tongue steadily encircled the rod of flesh.

He laid a hoof on her head, guiding her all the way to the base, her drool seeping into his crotch fur. She suckled on him, offering slow, sensual licks, than rougher ones which caused him to grunt, as he grasped her mane roughly and pulled her up-and-down. The smile playing at the corner of her lips widened at his dominant treatment, her wide heart-shaped ass sticking into the air, her tail raised aloft desperate to be mounted. Suckles sounded while she drank down his oozing precum.

“I-I'm close,” he muttered and she pulled herself free, horn lighting up to materialize a magic tongue to continue lapping at him. Her hooves continued to stroke his testicles and his wetted dick, her maw opening wide and her tongue hanging out.

Suddenly the illusion was dispelled, and he was actually back in the airship, in somepony else's bedroom. And it wasn't Cadance awakening him to another lovely breakfast; it was Beatrix Belladonna who was prostrated nude before his stallionhood. He wheezed and tried to hold back, but she playfully stimulated his meat, mischievously driving her pinkie into the dark ring of his rectum. He whinnied and his flared cockhead erupted, geyser-after-geyser of splooge erupting over her lewd face forcing her to close an eye as cum sealed it shut, more spattering her nose and cheeks, shooting into her gullet and painting her tongue white.

She continued to milk him, smaller spurts still splatting her blushing face. At the same time she gargled his seed making certain he saw every moment of it, the spunk bubbling with a mixture of her saliva. She chewed on the gooey mess, sloshing it about her warm mouth, bits of his foalbatter and traces of his crotch fur trapped between her teeth and soaking her gums.

It was one of the most obscene things he'd seen in his life. And he'd seen some shit since Equestria collapsed. He tried to rise and stop her, but his entire body felt impossibly heavy. “H-how,” he whimpered still cumming a little even now. He'd never unloaded this much in his life, not even when he'd held back for weeks and had the most amazing sex he could.

She swallowed down his foaljuice. “Just some potions Flurry Heart and I mixed up to boost the mana in your potent seed. Oh, this part was all my idea. She has no idea what I intended to do with it. She just thought it would be a fun challenge to experiment and improve the forumula!” She raised an open hand to her lips and laughed in an exaggerated fashion.

She was wearing her open-fingered gloves that came to below her shoulders and high-heeled thigh-high boots, but her cone hat, cape, and leotard all decorated with stars rested on a coat rack nearby.

“Oh, I drugged you so you couldn't resist much, too. I knew a goody-goody Paladin like you would question the morality of doing this with your daughter, but I know you'll get over it once you realize how wonderful it can feel!” She met his gaze with huge, crazy eyes. The bed creaked in the gloom when he tried and failed to rise, soaked in perspiration.

She spread her supple thighs, eyes rolling into her head to match her lewd smile when she lowered her moist snatch onto his still throbbing mast. He grunted and shook, his length and girth easily parting the eager fuckhole, until she settled her weight atop him and took him all the way to the base, his speartip hitting the entry to her cervix. “There, there.” She patted his cheek. “Not so bad, isn't it? I was made for you. That's not even an exaggeration,” she explained starting to rock atop him.

“W-when...I was being...shaped in Trixie's womb,” she huffed with a low moan, lazily bouncing atop him, her potion-enhanced mammaries flopping about in a silly manner. “She subconsciously, unf, willed me to be the perfect mate for you! S-she used the Necronomicon's powers without intending to during the climax of the battle with the nemesis! Altered me before I was born!”

She'd ended up as some sort of strange but erotic hybrid between a human woman and mare, one that resembled Trixie but with a fuschia sort of coloring, her height and dimensions conforming to what Trixie believed he most lusted after. Not that she'd actually intended to create a perfecting breeding vessel made to sate his every need. Beatrix had been programmed from the outset to become his perfect mate, and even further enhanced herself with potions to suit him once she came of age.

Tears dripped down his cheeks despite or maybe because how amazing it felt. “Th-this is wrong,” he whimpered. “You're my daughter, for Celestia's sake! Ah! I-imagine the problems our offspring could have!”

“No worries!” She traced his muscles with her painted nails. “I was made to avoid any genetic anomolies! I'm perfect to receive your seed! Why fight it?” She rubbed her hanging tits over his sweaty fur chest. Grabbed his hooves and guided them over her bouncy, cutie mark decorated asscheeks. He shuddered, ashamed at how insanely desirable her found her.

She'd slipped some drugs into Derpy's and Sunset's tea, nothing that would hurt them just a small dose that would assure neither could interfere when she snaked him from his room. “Oh daddy,” she cried riding him. “Put a baby inside me, daddy!”

“You're crazy,” he yelled unable to ignore the heat building in his loins. “No...ah...” She squealed with delight when he edged on orgasm, desperately trying to hold it in, his face contorting with bliss, until he fired strands of cum into her drenched cavern, her nethers milking him, somewhere between a woman's and a mare's, her swollen clit winking while she contricted about his meat. She gasped and rubbed her belly, savoring the warmth that splashed her love tunnels with girlish giggles.

There was a blink when Flurry Heart manifested instantaneously in the dim room. She seized Beatrix with her aura which matched her radiating horn, pulling her free with a pop and lifting her up, his seed still slithering from her cunt. “Bad girl!” Belladonna kicked her legs, suspended in the air, suddenly bent over with her butt raised. “This is for your own good!”

She drew back at hoof and smacked her hard on the buttocks which wobbled as a red hoofmark appeared. “Ouch! I-I'm sorry!”

“You're not getting out of this that easily!” Flurry narrowed her eyes and laid repeated strikes on her plushy buttocks, striking them a deep red as she showed no mercy. Belladonna whined and cried in a melodramatic fashion, her sore asse continuously beaten until it was bruised purple, each smack making her quiver as her hanging breasts swung about, knocking into one-another. “Never.” Spank. “Ever.” Slap. “Do this again!” Whap. “Do you understand me?!”

“Y-yeah,” whimpered Beatrix who was gently set down after one more hard strike. Flurry immediately wrapped her forehooves around the witch, shushing her sister as she pressed her to her warm bosom and stroked her silky tresses.

Shining shook his head. “Let's just pretend this didn't happen,” he mumbled thankful that contraceptive potions were easy to come by. How would he have possibly explained impregnating his daughter? That she'd raped him? Yeah, he definitely didn't want to think about that, disturbed at how absurdly delectable he found her even now. “Flurry, could you-?”

She understood what he wanted with a blush, tossing a blanket over his body to obscure a still partially erect stallionhood. Belladonna reluctantly scooped up her leotard and pointy hat, holding them to her chest but not putting them on.

“I'll make sure she takes the proper potions,” assured Flurry who telekinetically lifted a vial, uncorked it, and emptied it down his gullet. “There! Should help detox that nasty paralysis poison soon. Come along, sister.” She shuffled her out.

After a few minutes he was able to stumble from the sweat, saliva, semen, and marecum soaked bedding, almost collapsing when he stumbled from the bed. His limbs ached and his muscles were taut. He immediately wanted to run to Sunset and Derpy, reminded of how much he relied on them. Well, he decided it was just about time they continued their mission.

*****

The agony Sunset Shimmer felt grew worse all the time. It had reached a point where she could no longer hide it, and she'd used up the painkillers Redheart had warned her to use sparingly, fearing she would become an addict. After the pain forced her awake, she slipped away from the slumbering Derpy, and noticing Shining was absent, she sought a private area of the ship.

She knew the dangers of dark magic well. It was rumored that research into it had warped Sombra, who'd dabbled in it to better his Empire, then ended up corrupted by it, turning him into a cruel tyrant once he delved deep. But she knew some of the fringe spells weren't inherently evil. She'd been revived by necromancy, seen how it worked by Mother and the cultists working it, and decided she wished to give it a try. Her hooves were shaking when she drew the notes she'd written down from her satchel, as well as a unicorn horn shaped into a wand, a deplorable tool she was loathe to use. But her innate magic still fizzled out into colorful sparks. She studied the wand with heavy pale eyes, wondering what poor unicorn it once belonged to?

She heard a sniff from outside the small abandoned closest and quickly hid her stuff, Mr. Bear pushing the door open with Tree Hugger riding atop him. “Oh hey babe,” the hippie said with a crooked smile. “He smelled something funny and we decided to check it out, but like I had no idea you were here, you know? Sorry to intrude. You okay? You, well, look pretty bad.”

Sunset knew it was true. Sure, she was still beautiful, but her coat seemed more pallid and corpse-like all the time, her eyes increasingly losing their color to the point where she was now sensitive to light. Maybe she beelonged in the shadows now. She was undead according to Redheart. Her 'life' was nearing its end by the day. “I'll be okay. Look, come on in.”

She patted a spot beside her and Hugs slipped down and settled her posterior beside her. Mr. Bear also took a seat, the trio forming a circle. “Hey, ever considered coming to one of my meditation sessions? I mean, I know you're probably not interested in the free love stuff, what with your relationship with Shining and Derpy, but awaken your chakras and maybe it will help you control the pain?” She took Sunset's hoof, head tilted to one side as she stared with those perpetually sleepy eyes.

“It's an idea, but I had something else in mind. You can keep a secret, right?” Hugs nodded. “Here.” She laid out the notes she'd written down and the wand. “I planned to start dabbling in necromancy, hoping I could learn about my condition, and maybe do something about it. At this point I'll do anything...so long as nopony else is hurt, of course.”

“Don't know much about magic,” admitted Hugs. “But I'm totally willing to keep watch.” She caressed her cheek.

“Thank you, Tree Hugger. You're a true friend.” She smiled warmly and turned back to the sheets of paper where she'd written down what she'd seen during her time with the cult. She was still angry about what Mother had inadvertently caused her to do with the Necronomicon...but she'd mostly forgiven her. No use blaming the dead. Or herself, for that matter. What happened to that other world wasn't her fault. Still, her eyes watered recalling all the friends she'd made and now lost from there.

At least Spike survived. It was a small but nevertheless heartwarming comfort; the sole survivor of that other now dead world, unless she counted herself. Still, she needed to take what small victories she could in an Equestria gone mad.

First she started with a few simple incantations, holding the wand which glowed as it channeled the magic stored within. The words lit up. She then linked hooves with Hugs and took Mr. Bear's furry paw, gradually drifting into a trance. Her eyes closed as she drifted into a dream-like state, almost like she was walking another plane of existence...

*****

It had taken some time to track down Trixie's magical signature, but Derpy fine-tuned her device until she pin-pointed her general location, and the moment it popped up Flurry Heart teleported away with Beatrix Belladonna in tow to track down their missing party despite Shining Armor's reservations. The pair appeared before the travelng party amidst the Everfree Forest.

Octavia perked up instantly, pushing Vinyl away who would slyly cop a feel whenever she could. She and the stallions paused from pulling a heavily loaded cart, walking a clearing amidst a sea of trees. “Thank Celestia! Are the others...?”

“Most of them are fine,” assured Beatrix with hands on her well-shaped hips. “No casualties on our end!”

“We weren't so fortunate,” admitted Octavia with a sigh. “Well, I'll explain later, once we're back with Shining's force. For now let's regroup and take stock of her current situation.” She swayed on her hooves from exhaustion, and Lyra rushed to her side, letting the musician lean on her. “Thank you.” Everypony present held hooves as Flurry Heart instructed.

Over the next couple hours they settled into Baltimare. Shining Armor and Octavia discussed recent events over cups of tea back in the mess hall on the ship, which his workers continued to rebuild and expand in accordance with Derpy's instuctions. With some help from Capper's coffers, he was able to hire dozens more onto his crew, adding onto its defenses and further fortifying the hull . He drained his steaming cup and wiped his mouth. “Better get back to work, I suppose.”

Octavia nodded, seated across from him. She stared at her tired reflection on the suface of her steamy tea, casually stirring a bit of milk and sugar into it with a fancy straw. “Oh.” She looked up. “Hello, Lyra.”

Lyra rubbed her red buttcheeks which the DJ had probably slapped well over a hundred times today. “Finally lost her. Ow, I'm so sore!” She plopped down next to Tavi with a thump on the stool, shaking the table and knocking over the teacup which poured hot liquids all over the musician's lap. “Oops! I'm terribly sorry!”

Octavia winced at the scalding sensation. “It's okay.” She rubbed at the burn mark with clenched teeth.

“Here, let me!” Lyra grabbed the cloth and started helping wipe her drenched thighs, then suddenly paused realizing what shw was doing, the pair awkwardly meeting with a shy look and blushing. “U-uh...should I stop?”

Octavia darted her eyes about and realized they were pretty much aalone. “Please, continue.” She'd never really thought of Lyra that way; they were both good friends and comrades-in-arms but no more. However, she'd noticed her cute quirks quite a bit lately, like the odd way she'd sit. Had she really moved on from Vinyl Scratch so quickly? No, more likely hern heart was looking for anypony that could possibly fill the hole, and Lyra was a safe choice. “My...condolences about Bon Bon.”

“It's okay. Never found a stallion that suited me,” she admitted continuing to rub the stains from Tavi's lap in slow, sensual motions. “Truth is, I never intended to become a filly-fooler. It simply sort of happened!”

“You shouldn't use such a vulgar term,” said Octavia who had to admit it sounded pretty hot.

“Hey, we're all casual here. Bon Bon met all my needs and her equipment worked just fine. So what if she doesn't have a penis?! Is that really important?” Lyra wasn't sure what posessed her but she suddenly leaned in and kissed her.

Tavi's eyes went wide for a moment, but she relaxed and leaned into it. This felt right, somehow. “Guess I'm a filly-fooler, too.” She wrapped her forehooves around Lyra, drawing her onto her lap while they make out. They started casually, then turned more intense, sloppily smacking with tongues dancing, her hooves wandering onto Lyra's smacked buttcheeks and massaging them. She kneaded them like they were a delicious dough she needed to properly mold into hot buns before she consumed them.

When Lyra reluctantly withdrew to speak she was panting, saliva strings connecting their maws. “S-should we take this to somewhere more private? I mean, we could be caught at any time?”

“A little fast, don't you think?” She smiled at the crest-fallen Lyra. “I'm merely teasing. After all that's happened to Equestria life moves fast and so do I. Vinyl's not coming back. At least, not as I knew her. I accept that.” She scooped up Lyra with a strength that surprised her, carrying her bridal-style back to her room, and throwing her onto her neatly-kept bed.

“W-wow,” said Lyra with a grin. “You're thirsty, aren't you?”

Tavi pressed a hoof to her Lyra's mouth, and crawled atop her, spreading her thighs apart. Normally she would have preferred lots of foreplay, but she'd already went over that with Lyra back in the mess hall; she wanted her now! She pressed their slits together, rubbing together the moist crevices, their lovebuds swelling and rubbing together as marecum oozed over Lyra's puckered asshole. “O-oh fuck,” groaned Lyra who was reminded of how roughly Bon Bon fucked her.

“Unlike pegasi who have wings they can use as extra appendages, or unicorn's who can fall back on magic, we earth ponies have to fall back on our natural talents.” Tavi smiled, griding down on her with audible schlicks. “But we have more natural strength and stamina than them. There's a reason why we breed the most. We're the best in bed. Insatiable.”

“Ooh, I-I like your pride,” practically squealed Lyra whose face reddened while Tavi continued to drive their messy, leaking cunts together, the air suffused with sexual musk. Their mounds similarly rubbed into each other. She leaned her head back into a pillow, Tavi peppered her neck with pecks. “Oh Celestia, Octavia, I...I love you...!”

“It's a tad early to be claiming that,” whispered Octavia who smiled in a delicate manner anyhow. Their slimy clams traced over each other, opening up when they started to wink, naturally wanting something to fill their gaping, glistening, hot pink holes. Squishes sounded each time Tavi dragged her cunt over Lyra's, her plush buttocks wobbling with each pass.

Neither of them noticed the subtle clicks of the doorknob when it was picked over their moans and bodily noises. Vinyl Scratch slipped in unseen by the duo, licking her lips as she stared at the lovely plots presented to her. She was more than ready to make beautiful music like they always had. She'd brought with her a portable music device which she'd retooled.

She sneaked up behind them, pressing her snout close as she could to their cunts without touching them, staring at their squashing pussies and assholes. Small spurts of marecum splashed on her muzzle, and she drooped out her tongue to taste a mixture of their clear feminine excretions, savoring the taste while she slurped it down. She pressed a hoof on Tavi's ass to hold her in place while she pushed the sound system close to their nethers, using her horn's magic to make it emit sound and vibrations. “V-Vinyl?! Ah!” Tavi and Lyra cried out, gushing over Scratch and each other as she drove them over the edge.

Vinyl laughed but showed no mercy, pouring on more soundwaves which made the duo shudder and their backlegs kick about, their nethers quaking as puddles spurted from their loveholes and thoroughly drenched the sheets. She kept this up until the pair finally collapsed from blissful exhaustion, laying peacefully in one-another's forehooves with tired smiles.

While she was a tad disappointed her own needs would go unrelieved, Vinyl patted their curvy asses and puffy pussies playfully, turning off the sound machine and using a fresh blanket to tuck them in. She dimmed the lights and locked the door behind her before she headed back into the corridor. She vaguely remembered what she and Tavi once had and felt no jealousy to see she'd moved on. Merely disappointment that she couldn't sleep with her anymore. All she could think about now was pleasure.

And so in pursuit of a hedonistic lifestyle that had consumed her ever since the magically enhanced drugs had kicked in, she wandered down the hallways, looking for the next moment of fun that would now give her empty life some meaning...

*****

The dreamscape stretched out before Sunset Shimmer. A void of dark colors that swirled about like an endless sea of mists. She figured this dimension was a place of dreams which Luna once watched over and now laid abandoned. She focused and the tiny, almost invisible stars visible in the darkness slowly took shape. She saw the faces of the dead; Gilda, Bon Bon, Time Turner, Flash Sentry, Redheart, and then older faces, such as Applejack, Rainbow Dash, Fluttershy, to many to count!

She tried to gallop towards them but they seemed further-and-further away no matter how hard she pushed herself. Nor could she find Twilight Sparkle among them. “Wait! Please! I-I want to speak with you!” She saw even a number of her long dead enemies in their numbers, stars reshaped into the likenesses of anypony or creature familiar to her now deceased.

A pair of earth ponies approached. On closer inspection they were glittering earth ponies, crystal ponies, their multi-hued coats glittering, their manes styled in bobcuts. Their eyes had polygon shapes in them, the twins dressed as maids, complete with head dresses, stockings, and heels. They came before her and bowed low with a curtsy.

“Mother...no.” That name no longer seemed appropriate. “Foal-Bearer? Wet Nurse? Is it really you?”

“Indeed,” the sisters said as one, rising to meet her. “Welcome, Sunset Shimmer.”

“This is the oddest dream I've ever had,” admitted Sunset who soaked it all in. “This place is oddly beautiful.”

“There's only so much we're allowed to relay,” explained Foal-Bearer. “But I have the sense your loved ones are enjoying their afterlife. We certainly have been.” She waved a hoof at the countless ponies in the distance. “It's...difficult to describe what it's like. Just know they're at peace. Even ones like I who've done unforgivable things. Whatever deity or deities rule over Equestria, it seems they have no wish to see anypony suffer, even the bad ones.” She wistfully smiled.

Wet Nurse nodded. “You don't have much time left, Sunset.” She took her forehooves in her own. “Rather than interrupt the tranquility your friends are experiencing we came here to deliver a message for them. Know that they love you. Oh, and we've been given permission to share a special gift. You'll understand when you return back to Equestria. It will extend your life for a while longer...but when the time comes and the spell that revived you wears off you'll still crumble to dust.”

“I understand,” said Sunset with a nod.

Oh, and there's somepony else who wishes to speak with you,” said Wet Nurse. “We told her it wasn't necessary to step away from her peaceful reward but she insisted.” She cast her a bittersweet smile. “Stop Starlight Glimmer, if you can. She helped save my life. Now I want to do something in return for her. Not because I owe her. Because I consider her a friend!”

“I will,” vowed Sunset with a hoof pressed over her heart. “Oh, and Foal-Bearer? Whatever happened...I don't bear you any ill-will. It's a crazy world we live in. But I still believe in friendship. All I want is to make Equestria a better place.”

Foal-Bearer's eyes teared up. “Thank you, Sunset. Most wouldn't forgive me. You have such a big heart.” The twins embraced her one last time, bowed with another curtsy, than parted back into the dimensional mists.

Another figure approached, complete with wings and a horn. At first she expected Celestia, even Luna or Cadance, but this mare was much smaller. “T-Twilight?!” She ran towards her. “Twilight!” She leapt into her opening forehooves, the pair embracing. She started sobbing, overwhelmed by it all. “I'm so happy to see you!”

“Obviously,” teased Sparkle with a smile. “Thank you for looking after everything. Especially my B.B.B.F.F. Cadance would be proud. You kept the army together when it could have fallen apart. Anyhow, sorry to disappoint, but I don't have any special knowledge to convey. I just really wanted to see you!” They traded a friendly kiss, missing the good old days.

“It's a shame we don't have much time,” grumbled Sunset a little bitterly.

“Not to worry! Time passes differently here, so it will seem like a lot longer! Not in a bad way, of course. Isn't it fascinating?”

Sunset laughed and squeezed her. “Same old Twilight!”

“Granted, you couldn't have reached here without outside intervention. Whatever higher powers direct this universe have decided things are so dire they have no choice but to interfere. That's why they helped you reach here, and we've decided to pass a special power on to you, hoping you'll be able to put an end to this paradox. Otherwise, all realities could unravel!”

“I won't let that happen.” Sunset narrowed her eyes in determination.

“I know you won't. But I'd rather not spend our time together focusing on business. Let's relax a little, okay?”

“Sure. There's so much I'd like to share, but you probably already know.”

They sat next to each other on their haunches and discussed their lives. It was likely the last time they'd ever speak and so they wanted to get it all out now. First they got the important stuff out of the way, before moving on to more idle chatter, taking a moment to relive some of their adventures. A part of her never wanted to leave, but she knew the world needed her.

*****

Eventually the dream came to an end and Sunset awakened. She stirred with a sigh, shaking out her mane when she rose. “What?” She looked to Tree Hugger and Mr. Bear who were staring in awe. Hugs took her by the hoof, leading her out into the hallway to take a better look. She pulled a pocket mirror from her satchel, taking a look at herself.

The first thing she noticed was that the pain was all gone. She was no longer heavy and tired, and the wound on her shoulder was no more. Even the knife scar on her bosom was gone. More importantly, she was sparkling and translucent all over, somehow transformed from a zombie with a functioning brain to a crystal pony. “Foal-Bearer...Wet Nurse...thank you.”

Were they watching her even now? What about her former teacher, Twilight Sparkle? She couldn't disappoint her. She and Starlight Glimmer were her students. Who better than her to put an end to an ally that had gone astray?

“Wow, you're hotter than ever, babe.” Hugs twirled a dreadlock. “Like, you're now the last crystal pony!”

“Crystal pony?!” Rarity's shrill, jubilant voice carried down the corridor, her hooves clopping when she galloped over with Spike running at her side. She squealed happily. “She's right, you look even more beautiful than ever! And I swear you're shaplier than ever too,” she observed pulling a measuring tape from her purse and wrapping it around Sunset's wide hips.

Sunset laughed. “Somehow I doubt it!” But she shot a subtle look over her shoulder at her hanging breasts, foal-bearing hips, and ample buttocks anyhow, quite pleased with the way her curves sparkled in a way that drew the eye. Moreover she tested her horn which lit up with a flare, realizing her magic had returned and feeling like her heart was swelling to bursting.

She felt Rarity's hooves and forehead on her butt, pushing her along to her room, in order to better look her over in front of a full-length mirror she'd had set up. Sunset shrugged and allowed her to, thankful the survivors were able to settle in so quickly. She'd track down Shining Armor and Derpy later, so they could all celebrate her new lease on life.

Maybe she didn't have much time left. But she'd make the most of her short life!

Author's Note

Hopefully a nice, relaxing chapter after the nearly non-stop action recently!

Chapter 18 - A Little Experimentation

While she'd never been a medical doctor by trade, Time Turner had a fair amount of knowledge on the subject, which she'd passed on to Derpy through the Arton energy transference. A new medical wing was set up and the bubble-butted pegasus looked over Lavender Lace and Fuschia Blush, who were laid out on beds with bellies still swollen. She'd injected them with sedatives, upping the dose to what they could safely take, hoping it would knock out the tentacled masses too while she worked.

In truth she barely knew what she was doing. So little was known about these eldritch abominations. But she had to take a chance or else they were doomed anyhow. “Please, just hang on.” She snapped some rubber gloves onto her hooves, used speculums to open their vaginas wide as she could, then reached carefully into their drooling, gaping cavities.

Luckily Cherry Jubilee volunteered to assist her, still feeling personally responsible for what happened to such mares. She moved deeper, carefully forcing open the walls to their cervices. “Turn on the machine.” Cherry did as instructed, and a low moan escaped the knocked out mares, the waves it emitted tuned to stimulate their vaginal walls, relaxing them like they were in labor, the entrance to their wombs blossoming open and allowed her to slip into their innermost core.

She encircled the fleshy mass inside their cores, and tugged at them, marecum oozing from their tunnels while she pulled the creatures free. She sweated and huffed once they were loosed, thankful that not only did the witches appear unharmed, but that she wouldn't have to cut them open. She tossed them to Spike who waited nearby in the clinical white room, and he torched the monstrosities, which blackened to ash in almost an instant. “Whoo. That takes care of that!” She tossed the gloves and wiped her brow. “Looks like they'll make a full recovery, but I'd better run some tests and keep watch just to be sure.”

Jubilee changed the bedding and cleaned the sleeping mares with a sad smile. She'd had to do similar work for the prostitutes under her care. After she wiped and washed them, she laid fresh blankets over them up to their necks. “It's okay sweethearts,” she whispered stroking their cheeks and recalling the parasite that infested her uterus. “I'll look after you, no matter what.”

Spike chomped down on the cooked monsters and burped once he finished. “Not bad.”

Derpy turned her attention to the mare Trixie who was similarly doped up, with magic chains still locked around her, watched over by the human Trixie and Beatrix Belladonna. She wasn't entirely certain how to break such deep mental conditioning, but had a number of ideas, ones she hoped might even be implemented to recover Vinyl Scratch someday.

It was similar to hypnosis. She set up machines to study mare Trixie's brainwaves. Of course there were other anomalies among her findings, including a energy which reminded her of Artron infused in the magician. “Hmm, interesting!” Over the next couple of hours she ran test-after-test and came to a conclusion. “Most likely she's been displaced from time.”

Human Trixie quirked her eyebrow. “So are you saying she's me from the past?!”

“Most likely if my hypothesis is correct. And they often are! Seems she has a similar creature implanted in her too, but luckily its barely developed.” She showed them an x-ray on a machine that showed the mass inside mare Trixie's womb. “Better extract it, too.” She put on a fresh pair of gloves, and spread the mare open, repeating the process. Marecum trickled from the witch while she slipped into her sticky walls, opened her cervix, and dug inside, drawing out the small beast.

She tossed the slop aside and Spike leapt up, catching and chewing on it before he swallowed it down. She scrunched her muzzle in distaste but reminded herself he was simply obeying his more animalistic instincts. Poor guy couldn't even determine if he was a dog or a dragon now. He'd still sniff a crotch or butt on occasion, despite how Rarity worked to teach him better.

Human Trixie watched over her mare self which Jubilee worked to clean up. “Trixie sure is beautiful! Of course, she was so much more naïve back then.” She stroked the fuzzy cheek of her former self with a smug smile.

Beatrix looked between her two mothers. “It's like I'm a cross between you two!”

“Yeah, everything wonderful about you definitely came from me, rather than your father!” Trixie posed with a hand on her hip and another raised to her mouth to cackle, Beatrix perfectly copying her mother's mannerisms.

“Looks like life is looking up,” mused Belladonna. Maybe she wouldn't have another shot at her father, but she still fantasized about him, knowing she'd never feel complete until she bore his spawn. It was what she was made for. Nopony could understand. She looked to a number of petri dishes and spotted a blob of umber-emerald slime. “Hey, is this...?”

Derpy shot a glance over her shoulder. “Oh yeah, bit of the Smooze I found. It's dormant, but don't touch it, just in case.”

With a nod Belladonna bent over, hands resting on her knees, and studied the translucent gelatin. “Sooo...is it true these things can attach to somepony's brain and control them? That's what happened to Spike and Rarity, right?”

Spike whimpered at the memory. “Yeah...” He lowered his snout in shame, remembering how he'd lost himself in the moment and made the love of his life his bitch. Thankfully, she didn't blame him and had even started a quiet relationship with him.

“If only we could turn it to our ends,” mused Trixie considering all the possibilities.

“Indeed!” Beatrix waited several minutes until everypony was distracted, and swiped the petri dish with the Smooze, figuring Derpy was so absorbed with her work she'd likely never notice unless it was pointed out to her. She took an empty petri dish, hastily copied the label, and stuck the closest thing to it she had on her, a lump of oddly colored clay from her art supplies.

She'd run her own magical experiments on the creature, which she doubted was born of science or anything natural, anyhow. Wasn't it from some unknown dimension? She'd turn it to their own ends to stop Starlight! Oh, and admittedly for personal reasons, too. She'd make Shining Armor understand they were made for each other. Sure, he protested now, but she was simply following her biological programming. How could anypony possibly blame her for simply obeying her natural instincts?

She kept the dish in the lining of her cape's many hidden pockets. The sludge stirred in response to the close proximity of such powerful magical energy. While she was far from having honed her full potential, it hungered to explore this mysterious mare...

*****

For his own part a shameful wet dream about his second daughter struck Shining Armor when he settled down to sleep. He'd awoken in a cold sweat, overwhelmed by ambivalent emotions, realizing that Derpy and Sunset were missing from his bed. He stared at his massive boner peeking out under the covers with a sigh, realizing he'd have to take care of it the old-fashioned way.

He wrapped a hoof about its dark, veiny length, started to stroke the already precum stained rod, but images of Beatrix kept flashing in his mind. He groaned and knew he couldn't walk away unsatisfied. He tried to think of Cadance, Sunset, Derpy, heck, even some of the many mares he'd bedded in the past, anything to keep Belladonna's sexy little body from intruding in his mind.

“Damn it.” Maybe seeking them out would help? Of course, he didn't want to wander the halls with a hard-on, either. A knock sounded at the door and he casually placed a pillow over his crotch, holding it tight to his chest. “Um, come in!”

He breathed a relieved sigh when Tree Hugger and Mr. Bear entered. “Got a surprise for you, stud.” She stepped aside and waved towards Sunset Shimmer who trailed behind. His jaw dropped at the sight of the transparent, sparkling beauty.

Sunset laughed. “That nice, huh?” She winked at him with a sly smile. “This may sound crazy, but I communicated with a bunch of ponies in a dream. Consider this a final gift from Foal-Bearer and Wet Nurse.” She strutted over to him and laid a hoof on his heart. “Forgive them. Please. If not for their sake, then for mine. Cadance would want that, too.”

“That's a low-blow, invoking her name. But you're right. I forgive them. Without Wet Nurse's help, we might not have overcome the nemesis.” He squeezed her hoof back. “Not sure I really understand all this, but is the pain gone?”

“Yeah. Plus, I was able to talk with your sister.” He beamed, much to her chagrin. “She wanted to tell you how much she loves you. And that apparently the afterlife is real and a very happy place. She really is wonderful, you know.”

“I know.” At least that made him feel a little better about her senseless death.

“So...” Sunset pulled off the pillow and blanket, exposing his still partially erect dick. “Want us to take care of that?”

“Us?” He looked to her and then Tree Hugger. “Well, it wouldn't be our first time! It's been forever, though.” He fondly recalled the time he'd made love to her and Fluttershy. “Sure, if you're both up to it.”

“I want first crack at him, though.” Sunset rolled next to him.

“No problem, babe. Mr. Bear'll keep me company.” Hugs tickled the furry beast's chest. He had to admit he found their intimate relationship pretty weird, but she could apparently communicate with him, so who was he to judge?

Sunset laid herself back on the bed, opening her thighs. “Go ahead. I can't wait to test this new body out!” He rubbed his cock over her moistening slit a few time, until it filled with blood, then sunk into her love tunnel, watching in fascination as he watched it sink inside her flesh. He'd never seen that before, even when he'd slept with Foal-Bearer and Wet Nurse. “Neat, huh?”

He nodded and went balls deep in her, watching his flared cock sink incredibly deep into her. He grunted and came a little at the side, trickles of his seed shooting into her pussy. “F-fuck, that's hot. Damn, you're even tighter, too!”

She blushed. “You're just saying that!”

“No, really. I'd think you were a virgin if I didn't know better! You're so warm and wet too, Sunset.” He kissed her, and she blushed, feeling like a time so long ago when she popped her cherry. She'd been in human form then, though. He started to slowly slide in-and-out of her, his flared tip scraping her sponge-like walls, the pair watching in rapt fascination.

Worked up by what they were witnessing, Mr. Bear laid a paw on Tree Hugger's skull and bent her over the bed, impatiently mounting the mare who looked back at him with a goofy, crooked grin. She chuckled when he pushed his equipment in and started to roughly hump her with that usual desperation, the bed creaking as his claws dug into her fatty buttocks.

She moaned in a husky manner, grinding her ass into his crotch to take him deep as she could. He drooled upon her back, slamming into her, his testicles slapping upon her cunt while he drove into it. He huffed and growled and grunted in a bestial manner, hammering into her, eager to empty his nutsack. She mewled under him, chewing on the bedding.

“I'm close,” warned Shining who felt a familiar fire burn in his loins.

“Inside,” demanded Sunset. “Watch this.” He jettisoned his load into her, watching his flared tip's emissions, and the creamy sauce which sputtered and pooled within her translucent birth canal. She flushed at the sight, oozing with him.

Studying them helped Mr. Bear and Tree Hugger over the edge, the latter roaring when he poked his claws into the soft folds of her buttcheeks and filled her fuckhole with his batter, the latter almost passing out as her limbs shook and she gushed over his pelted crotch. “Totally wild stuff man,” she wheezed under him, milking the cock still locked inside her. “Ready to switch?”

“I...I don't know,” admitted Sunset who looked between Shining and Mr. Bear. “I mean, I don't mind you having a turn with Shiny, but me and Mr. Bear?” She had sexed up a horse when she was a human though; was this really that different? He certainly seemed up for it if the way he hungrily drooled at her was any indication. “Oh, what the heck.” She only had a limited amount of time left anyhow. Why not go crazy? So long as nopony was hurt, she was up for almost anything.

With a pop Hugs pulled free, her inner thighs thoroughly soaked. “Take me, stud. Any way you like.” He grinned and lifted her up, resting her upon a wall as she wrapped her limbs around him. “It's been quite some time, you know?”

“Yeah.” He started with a few kisses, smacks sounded while their lips met, before he slipped into her wetted hole. “Fuck.”

Sunset carefully bent herself over in the same place and manner the hippie had, hooves stepping in a mixture of their juices. His dominant, muscular weight fell upon her, and her pussy watered despite how strange it seemed, her heart thudding when his hot breath fell upon her. He groped her crystalline tits, plunging his dick into her and making her yelp with a deepening blush.

Her beloved was watching her. Seeing her be taken by this bear, pounding hard into her pussy while she moaned, staring into his eyes while he in turn smacked Hugs into the wall with each push of his muscular hips. They continued to fuck with their eyes, using the partners they'd traded as proxies, not that either of them seemed to mind, lost to their own hedonism.

She whined while Mr. Bear humped her for all he was worth, much like the hybrids had, looming over his smaller, submissive mare, licking his chops while he watched her buns bounce, her asshole clench, and his red dick spear her slimy cunt. His paw upon her skull pressed her muzzle down hard into the bedding, making her ass stick up as much as it could, angling himself so that he bottomed out each time, pushing harder-and-harder until she whimpered for mercy, her snatch soaking him when he drained his fuzzy balls into her. They slapped on her again-and-again, as he drove into her until the last drop flew out.

Insanely turned on by what he saw, Shining dug his hooves into Tree's plush asscheeks, gritting his teeth as he impaled her deep and hard as he could, so lost in the moment he didn't see her as anything more than a plaything for his pleasure. “Unf,” she cried between giggles. “Fuck yeah, baby. Wreck my cunt. Totally break it!” She chewed on his lower lip.

He lifted one of her backlegs and railed her sideways, her forehooves pushing on the wall, her frame quivering each time he speared her to the hilt. Drool leaking from the corner of her mouth, tongue lolling out, her eyes rolling back. She shrieked and orgasmed again-and-again, and Mr. Bear pulled free of Sunset and wandered over, grabbing her head and pushing his length into her maw. Shining came first, groaning, and the bear followed, yanking free and shooting thick loads all over her face.

She nearly slipped and fell from the wall, slurping as she licked up the seed dripping down her messy features. “Hell yeah,” she mumbled. “Talk about a wild ride, man. Wish we could do this shit more often!” She finally sunk to the floor, spent.

“Me too,” admitted Shining who noticed Sunset's needy look. “However, there's one thing I want to try...” He wandered over to the still bent over Shimmer, spreading her anus open, and pressing his snout to it, sinking his tongue in. She tensed for a moment then relaxed, as he traced the warm walls of her sphincter, able to see his tongue while he fished inside her.

She nibbled on a pillow and rubbed her clit. “Hey,” called Hugs who lazily stumbled over. “Let me help.” She slid beneath her, lapping at her dripping, opening flower, and even Mr. Bear joined in, offering his cock to Sunset who happily suckled on it. After a short time he busted his nut all over her face, forcing her eyes shut while his seed slipped down her cheeks into her mouth. She squirted into Tree's mouth, who greedily swallowed it down her gullet with licks of her lips.

Once they finished the foursome collapsed into the bed, and Tree Hugger used a lighter to lit a joint, taking a puff and passing it around even to Mr. Bear. Sunset shrugged and tried it, coughing a little, and while Shining was about to turn it down he decided to go with the moment, his lungs burning when he sucked in a breath. “Good stuff, huh? Always helps me relax.”

“Yeah, not bad.” He wrapped his forehooves around the mares while Mr. Bear slept at their backhooves, thankful he'd at least gotten those icky fantasies about Beatrix Belladonna out of his head for the moment. He rested his forehooves on their soft buns, patting them in a playful manner, and they curled up closer to his muscular chest to rest their cheeks upon it.

*****

Starlight rested on her crystal throne back in the ruins of the Crystal Empire, feeling she'd rested on her laurels too long. Oh sure, she'd gotten the Atrocity Exhibition back up and running, but she'd lost an entire village including her favorite lieutenant. She lazed over the sid with the two-pronged staff in her forehooves, watching the snowflakes drift with a sigh. “I expected so much more from her. Too much, I guess. From you, too.” She looked over at Sunburst who was chained at her side.

She'd had the cult place the last neutralizing ring on his horn. He rarely ever looked or spoke to her, simply staring at the black-cloaked unicorns who drank down magic-enhancing potions in preparation to raise-and-lower the sun and moon each day. The earth ponies and pegasi were given wands forged from unicorn horns to help in the daily ritual, since the cult was running low on unicorns acolytes. She'd remind him she was saving Equestria, that she loved him, but he refused to engage with her.

“I'll never love you,” he'd said. “Your very existence makes my skin crawl.”

His words rang in her head. Sure, she could brainwash him into being and doing what she wanted, but it wouldn't be real. She watched him occasionally flicker and didn't dare attempt a time-travel spell again. She'd simply have to live with what she had. Maybe she'd wear him down...eventually. She'd ordered the Spike golem to keep watch over the Exhibition, which continued to pump out more armaments she would stockpile for the coming war to place the world under her control. The dragons and griffins that couldn't be successfully brainwashed into her services were chopped up and used to craft more hybrids.

Dried pages rubbed under her forehooves when she opened the Necronomicon. Eyes heavy with dark circles reread the same alien words which had now become her second language after so many evil spirits had attached themselves to her blackened soul. She could hear their otherworldly chants echo in her skull until they were practically her own.

The latest report from her spies was that Shining's force had been sighted in Baltimare. Well, she wouldn't let them escape this time. She'd summoned up her undead army, and sent them towards the dusty town, lazing about and tapping a backhoof. Who knew that being in charge could be so boring? Not to mention irritating. She almost missed the simpler times of running her old cult in that nameless town. Sure, she could return to those times...but wouldn't that only worsen the tiny paradoxes?

She turned back to Sunburst, feeling emptier all the time. There was no choice but to continue forward.

*****

Trixie decided to go for a walk around the ship, followed by Beatrix, thankful that the dust storms had died down. She'd return to check on her counterpart later. For now, she was in Derpy's surprisingly capable hooves. She traced the curvy, silver hull of the reinforced airship, looking at the skeleton of its increased span which workers expanded upon around the clock. If everything went according to projections the force would be ready to take off within a couple more days.

At least she'd mostly enjoyed her short vacation, as had most of the others, if the odd spell Belladonna used to scry into their activities was any indication. The CMC were busy shacking up with some random stallions and a couple of mares they'd picked up at a bar and taken their orgy to a hotel Diamond Tiara paid top bits for. Capper had likewise found some hot pieces of asses to satisfy their lusts. It seemed that Rarity and Spike had also started up a relationship, to her bemusement.

Beatrix waved her finger in a circle as she cast these windows into what their comrades were doing on the ship's side. At first it had been a spell she'd conceived to spy on the enemy, only to learn its range was limited, and that there was a risk the viewer could trace her magical signature back, making her hesitant to use it for such a purpose.

She paused when she stumbled upon Shining Armor, who was lying prone in his bed, flared cock sunken deep in a translucent Sunset Shimmer, while Mr. Bear's cock was similarly visible being stuffed in her ass from above. Tree Hugger was resting her spread ass upon his face, burying Sunset's muzzle in her squishy, slimy cunt and pushing her in with her forehooves.

They were smashing her so hard between them it looked like she would break at any moment. But her crystallized physique had made her hardier than ever, yet still soft to the touch, allowing them to dominate her without fearing she'd be harmed.

“Oh wow,” whispered Beatrix who tried to pretend like this was entirely an accident.

Trixie smirked. “Hot, isn't it? It's okay to think so. I won't judge. You've certainly come of age. You've already had your first experience, haven't you?” She looked her daughter over, studying curves that even put hers to shame.

“Y-yeah,” admitted Belladonna who squirmed, continuing to weave her spell.

“Well, Trixie won't ask who popped your cherry. For all I know, it was Flurry Heart.” She winked and smacked her butt.

“No, not her. We're nothing more than close friends. It was a male.” She didn't dare say anything more, blushing cherry red, certain her mother a least strongly suspected. “It couldn't work out, anyhow. I accept that.” She pouted.

“Doesn't mean you can't have some fun,” she teased. “Mmmm,” she moaned, running a hand down her high-cut leotard, drawing aside the crotch section, and slipping a couple of digits in her wet slit. With her other hand she popped a breast from her top, rolling the supple mound in her palm. “It's okay. Touch yourself. I know you want to. You're your mother's daughter.”

Beatrix focused on channeling with her horn, mimicking her mother's movements, kneading her own bouncy boob and exploring her own cunt. “A-ah...” She moaned low, wide eyes locked on Sunset being dominated from all ends.

For hours the Smooze trapped within the petri dish had altered its composition, until it took a new shape that allowed it to soak up traces of magic each time Beatrix cast a spell in close proximity, imbuing itself with a tiny portion of her power. Of course, that was all it needed to empower itself a tad, to the point where it was eventually strong enough to puncture a tiny hole in the glass. It pushed through the crack, and plopped onto the earth below, looking between mother and daughter.

Finally it settled on Trixie. “Hey, my little pony...want to try that spell we were working on? You know the one...”

“Sure.” It was difficult to work two spells at once, but she'd been practicing multi-tasking with Flurry Heart, figuring it might come in handy the next time they did battle. They had come up with a spell to remove weapons and armor from the enemy, but now she could put it to a much kinkier use! They cast the spell together with a flourish, making their capes and leotards vanish, standing nude save for their hats, fingerless gloves, and thigh-high boots. They continued to fondle their now unobstructed flesh.

Schlicks sounded while mother and daughter masturbated themselves in rapid succession, slimy trails oozing down their thighs and into the insides of their thigh-high heeled boots. Realizing the opportunity the wetness soaking them provided the Smooze, not to mention how distracted they were, it slithered up Trixie's boot, following the line of moisture over her loins.

It poised between her glistening pink slit, watching her delicate fingers stroking her swollen clit while she sunk a couple of digits into her snatch, and it slipped in between strokes, worming into her warm and wet confines. It pushed past the entrance to her cervix, and she screamed in surprise, loins quaking as she gushed hard and her knees shook until she almost collapsed.

Her breasts heaved while she toppled to her knees, and she raiser her wetted fingers to her lips, not noticing the speck of the Smooze which hitched a ride when she tasted her cunt juice soaking her digits. “Mmmm,” she moaned breathing in her own sexual musk, unaware when the alien creature made its way to her brain and attached itself to place her under its control.

She swayed and rose to her feet, eyes glazed-over in an almost drunken state, studying her daughter who was enraptured by the show while she continued to touch herself. She slipped behind Beatrix, grabbed her slippery thighs, and suddenly pulled her into a full nelson as she lifted her up. “Huh?!” She stared in shock at Trixie's most coveted work, a pair of cocks suddenly jutting out from her mother, their lengths tracing over her fuckholes and dripping in anticipation. “Mommy?! W-wait-”

Trixie's mind blanked out. All she knew was hat she suddenly wanted to breed Belladonna. She slammed her down upon her cocks, which sunk into her holes, taking her all the way to the base. “A-ah,” whined Beatrix when she was lifted up until only the tips rested in her, and then was smashed back down, her heated face drooping forward and drool running from her mouth when her tongue lolled out. She'd never been taken so roughly, so completely, blanking out until her eyes rolled skyward.

She sucked on her daughter's ear, the Smooze infecting her brain until she couldn't see her as anything more than a piece of meat, one which she desperately wanted to fill with her seed. Even with her arms keeping Belladonna's limbs locked, she was able to cupped her palms around her spawn's squishy mounds, squeezing and slapping them about with a cackle.

Their faces twisted lewdly as they came, Trixie spraying Beatrix's insides, painting her loveholes with viscous globs of goo. Belladonna huffed and went completely limp in her grasp, continuing to shoot small sprays from her snatch which stained the ground and the ship's hull. Trixie suddenly snapped back to awareness, and in horror dropped her daughter. “What the fuck?!”

Beatrix moaned low, breaking her scrying spell and rubbing her throbbing temple. Warm cum oozed from her sore holes. “Ugh...I think I know what happened...” She summoned back her cape, digging through the hidden pockets sewn into its lining, and finding the cracked petri dish. “I...um...kind of...swiped that sliver of the Smooze in Derpy's lab,” she muttered.

“What?! And it's inside me?! Get it out, get it out!” Trixie rubbed her aching skull.

“Relax, mom. It's such a small amount it couldn't control you for long it seems!” She watched Trixie's magically induced penises shrink back into her like they'd never been there. “Hey, look!” She pointed at her mother's slit where her marecum dripped out in a trickle and the slime hitched a ride out. “It's trying to escape! Oh no you don't!” She scooped it up with her hat.

The blob tried to crawl out, but they acted in unison, trapping it within their combined aura. Their horns flared as they strained to keep it locked in place. “Can't keep this up forever,” reminded Trixie. “What should we do with it?”

“It's getting more powerful all the time,” said Beatrix with starry-eyed wonder.

The Smooze suddenly drew into itself, then expanded like a bubble, bursting from their aura which popped into sparkles. The duo were tossed onto their butts when the alien life-form broke free, arising and reshaping itself before their gaze. It transformed itself into the shape of a nude, bald, muscular humanoid figure, staring blankly back at them.

It extended an open-palmed arm and studied it. (What am I?)

Trixie scooted back on her bare ass. “Y-you can talk?! What do you want?! Don't eat us!”

The Smooze looked them over with blank features. Were it not so creepy its new guise would have been handsome. (I must understand who and what I am. I know not what my purpose is...other than to consume. Will you help me?)

Before her mother could respond Beatrix shouted, “Yes!” She hopped to her feet, offering her hand. He stared at it for a moment before he took it, and she shook it. “I'm Beatrix Belladonna, and this is my mother, Trixie Lulamoon!” She looked to her mother. “Can't you see? He's like me! Just a lost soul trying to find his way! He doesn't understand what he did was wrong!”

“B-but...” Trixie lowered her voice to a hushed whisper. “He's killed thousands upon thousands of ponies, at least!”

The Smooze simply stared at the duo. (What is wrong? I do not understand. I simply obey my purpose like all creatures do. But I see my appearance apparently unnerves you? Allow me to fix that.) He recalled the faces he'd seen in that other world, searching for one he thought they might find comforting, and settled on an adult version of Flash Sentry, mimicking even his voice and mannerisms when he said, (Is this better? Or should I put on some garments, too?)

Trixie licked her lips when she traced his bare musculature. “No, this will do nicely! Trixie approves!”

“I doubt the others will accept you so easily, though. You have to understand. They've lost close friends and family.” Beatrix Belladonna didn't have a strong attachment to either world, having felt like an outsider from the moment she was born, but she understood their desire to preserve Equestria well. “Guess we'll have no choice but to hide you!”

“Are you serious, Beatrix? I mean, it's kind of hot, but we can't trust this thing!”

Beatrix smirked with a toss of her silky mane. “I'll take that chance! I can't explain it, but I feel this sort of kinship with it!” She took his hands. “We're both creatures that don't really fit in and most would claim shouldn't be! Hey, how about a show of trust? Can you stop the rest of yourself from enveloping Equestria? Please! It would mean a lot to me!”

(We share a sort of hive mind but can also act independently,) explained the Smooze. (I cannot control them from her. However, have me meet with the rest of my counterparts, and perhaps I can convince them to halt their consumption.)

She hugged him. “It's worth a try. Thank you, um...?”

(The Smooze is fine.) It's what his old friend Discord had called him. Friend? Yes, he suppose they had been close, despite what limited awareness he'd had then. But he'd lost him when the nemesis had enslaved Equestria. The cult had captured the docile creature, experimented on him, turned him into a mindless weapon of mass destruction, then sealed him away once he proved too dangerous. It had taken all this time and effort before he'd reclaimed even a hint of self-awareness.

He collapsed back in upon himself, transmuting back into a small handful of slime, which she tucked back into her cape's pockets. Beatrix and Trixie slipped back into their leotards, tugging them into place, and pulling the tight garments out of their unmentionables whenever the high-cut fabric crawled up inside, usually once they started to strut in the thong-styled lower halves. They headed back into the airship, heels clicking on metal, aware that their vacation would soon be over.

And in the desert wasteland the undead army finally closed in on its destination. The skeletons of innumerable fallen heroes were at first dark shadows in the dust clouds, moving in near silence and compelled to carry out their mission. Their sole reason for existence was to make certain Shining's force and anypony else who stood in their way fell...

Author's Note

Another breather. :scootangel:

Chapter 19 - Lay of the Living Dead

The equipment set up in Time Turner's former laboratory continuously studied mare Trixie's brainwaves. Derpy would work on her whenever she was awake, reminding her of who she was and how she was supposed to act. Her counterpart would also pay her many visits with Beatrix Belladonna in tow, with the hopes that it might stir something in her. “I'm your daughter from the future,” explained Beatrix again when she took the half-conscious mare's hoof. “You conceived me with Shining Armor!”

Mare Trixie blinked sleepy eyes when she looked between her audience, lying in a comfy bed in the clinical white room, which was mostly quiet save for the steady hum and bleeps from machines. “Trixie's...friends...” It seemed the conditioning had started to wear off on its own now that Starlight wasn't around to constantly supply what the nemesis had started, but even so the brainwashing went deep, and there was always a risk her psyche would be fried if they tried to remove it.

“That's right Miss Lulamoon,” said Derpy who fluttered nearby with a clipboard and pen at hoof. Her coat trailed behind her whenever she flitted about, and she nodded to the sleeping Lavender and Fuschia. “Remember them? They should make a full recovery, with time!” Her ears twitched when she heard shouts echoing down the corridor outside.

“Let go of me, you assholes!” Even the combined might of the CMC, Octavia, and Lyra had trouble subduing Vinyl Scratch, who kicked and thrashed and bit as she was dragged growling inside. She hissed, staring them down with crimson eyes.

“Motherbucker,” cried Diamond Tiara when a backhoof connected with her face. “Bloodied my nose!”

Babs Seed suppressed a chortle. “Feisty one, aint'cha? Settle your arse down!”

A dart flew from the doorway and struck Vinyl's breast. “Bas...tards...” She slumped over limp.

Pinkie Pie lowered her blowgun and entered. “Sorry, but it had to be done!” While she was far more lucid than she had been in years, her mane and tail remained straight, unable to stop thinking about all they'd lost. “It's not her fault.”

“I know,” said Octavia who pursed her lips while she helped strap her former love to a bed. “Do you really think it will work?”

“It's a long-shot,” admitted Derpy who'd shared her plan earlier. “But we've made fantastic progress with Trixie!”

An uncomfortable look was shared between Octavia and Lyra. They'd barely started their relationship and already the once seemingly impossible idea that Vinyl's condition might be reversible was raised. Usually whenever a mare's mind was broken it would practically have to be rebuilt from scratch, their former personality deceased, but the DJ was so strong-willed she'd managed to grasp on hard to some part of herself. Derpy theorized her memories were all still there, many just buried deep.

“She's much prettier this way,” admitted Silver Spoon who watched the DJ sleep, her barrel raising and lowering. “When she's at peace, I mean.” She took a fancy napkin and dabbed at Tiara's red nose with a sad smile.

“Yeah, I suppose so.” Tiara finished wiping the dark splotches away and looked at herself in a pocket mirror. “Damn, she sure is tougher than she looks! Well, I've done my part. I'll leave you all to it!” She pushed past Pinkie with head held high, strutted down the tunnel, ans smacked into somepony, falling on her butt. “Hey, watch where you're standing-” She gasped.

A strong hoof was offered to her and she studied it with a quirked eyebrow. “I apologize, Diamond Tiara. I should have done this sooner.” Reluctantly she took Shining Armor's offered hoof who helped her stand. “I was upset at the time, and wrongly blamed you. But anypony would have made the same decision if they had the guts. Even me. Please, accept my apology.”

“S-sure,” she answered awkwardly. Her eyes studied the cold metal floor. “At least most of the crew made it out alive. But a few dozen were lost, right? Including...” She stared at her reflection on the shiny surface unable to speak Redheart's name. The nurse had taken care of her, too. And this was how she had to repay her? What she'd been keeping bottled up finally resurfaced, and she started blubbering, collapsing into his strong forehooves. “I still did it! I, I've always been a bad pony-”

He held her close to his chest, shushing her gently and stroking her mane, like Cadance or Sunset Shimmer would've. “No, you're not bad at all. You saved our lives. Thanks.” He wiped her tears away and kissed her temple under her sparkly tiara.

“I-it was nothing,” she mumbled, not used to receiving heartfelt praise. She'd always figured they believed her main contribution was her deep coffers; and even so Capper threatened to overtake her in that department.

Suddenly the light's dimmed all over save for the lab and hospital wings, resources being drawn to the airship's defenses when it went into red alert. “Everypony stand by by for action,” called Capper over the intercom. “The enemy is approaching! Rerouting all power that can be spared to the automated defenses. Captain Shining Armor, please report to the bridge!”

“Duty calls,” he stated with one last hug. “Take care of yourself, Diamond Tiara.” He galloped off.

She studied his chiseled flanks. “Hmmm, he is pretty handsome, but nah. We wouldn't be a good fit in the long-run. Besides, I'd rather not have to compete with his harem!” She dashed to find the other CMC and to pick up some more weapons.

Around her passed a number of soldiers, Fleur de Lis taking the lead with a small unit of her own. Like her they were garbed in what enchanted armor was still available with run-decorated armaments to boot. Spike raced to the forefront with Rarity and Pinkie Pie riding atop him, while Flurry Heart blinked out, no doubt recklessly taking the fight to the heart of the oncoming storm like she always did. Further back Mr. Bear carried Tree Hugger who had a tiny zoo in tow. The staccato thump of rapid gunfire sounded outside when rows of turrets came online and unloaded on the massive army that was headed their way.

Shortly after reuniting with Silver and Babs the trio headed down a ramp that lowered to let the crew free. Bullets ripped up sandclouds and shredded into the advancing zombies and skeletons, who mindlessly stalked towards their prey, immune to pain or fear and never stopping until they were torn into so many pieces they were no longer able to support themselves.

Despite how much they'd stocked up it was clear their ammo would be depleted long before the last one fell. Not to mention a number were ignoring the craft entirely and headed towards Baltimare. There was little choice but to stand their ground and attempt to defend the dusty town. The sun started to lower ominously, blanketed by hellishly-colored skies...

*****

From the Crystal Empire ruins Starlight Glimmer made the cult unearth her latest tool. Mother had rebuilt the cauldron which belonged to the first cult leader, but had never been able to properly use it. It was a potent tool which enhanced the magical properties of whatever was cooked into its soup. She bent over it and hummed, swishing her tail and shaking her rump while she uncorked a number of bubbling potions and poured the fizzing contents in. The liquids bubbled and popped.

She watched the mixture congeal on the stirring surface, lighting up in a dazzling array of colors which reflected off the dark circles under her crazed eyes. Once the concoction was finished she too could shape herself into an alicorn. She'd be more powerful than Celestia and Luna combined at their height. But first she needed many sacrifices! “Oh, Sunburst~!”

Snowflakes danced about the stallion chained next to her crystalline throne. He answered flatly, “What?”

“You've helped make all this possible, you do realize? All those chemical compositions you discovered as Pestilence? You may have been the weakest of the Four Horses of the Apocalypse, but you managed to outlast all of them by some distance!” She beamed with pride. “That's the stallion I fell in love with! Resourceful, handsome, cute-” He did his best to tune her out.

She stomped over to him, enveloping him in her aura and tossing him onto his back. “Hey, don't ignore me, bastard!” She plopped her butt down on his face, his whines muffled when her plush buttocks smooshed over his snout, as she grinded herself atop him with a laugh. But was it more punishment or reward? Her pussy juices dripped over and into his maw.

She forced his snout directly under her cunt, which shivered when she came hard, arcing her back and squirting directly down his throat. Once she finished she collapsed atop him, her spread ass still in his face, giving him an amazing view of her snatch and asshole. Before it might've been paradise. Now the sight filled him with a mixture of loathing and arousal.

“Naughty,” she mused stroking his penis which had came a little. “We should do this more often!” She cleaned his cock with her usual wide-eyed fervor, and he grimaced despite himself, firing another load which struck the roof of her mouth. She swished it with her saliva, until it stuck between her teeth and gums, watching the daily celebratory orgies ensue.

A number of acolytes were quick to volunteer, ready to cast themselves into the cauldron, blindly loyal to the current vessel that possessed the Necronomicon; or more accurately was possessed by it. However she knew even her entire cult wouldn't be enough for what she had in mind, and furthermore she still required their services. She had them feed spare parts from chopped up creatures into the mixture. Perhaps by week's end she'd be adding Shining's force to her masterpiece?

It was almost time for the sun to be completely lowered and the moon to arise. When the darkness fell, the undead would draw strength from the night, temporarily becoming more powerful than ever!

*****

Combat spilled into Baltimare, where a number of citizens took up arms, trying to slow the horde's ceaseless advance. However their antique firearms were little use on the undead, let alone the makeshift weapons they brought to bear, including a number of farm tools and the like. Civilians dashed for cover, some trampling over each other in the dusty streets, which soon ran red with blood when they were crushed and torn apart by the advancing mass of bone and rotting flesh swarmed by flies.

Fleur de Lis summoned her personal guard into formation, readying her enchanted spear. The sun was barely visible over the horizon, casting them in red and black. “Consider us the last line of defense,” she called to them. “We must not let them pass!”

Near them paused Spike, who spewed emerald flames upon the mobs nearby, reducing them to ash in an instant. Atop him rode Rarity and Pinkie Pie. “Should we stay and assist?” The fashionista had never forgot all Fleur and Fancy Pants had done for her. Had she not found love with the now deceased Spike, she might have become lovers with the couple.

“My thanks,” said Fleur. “But no. Spike is better off clearing out the amassed numbers ahead, I think.”

Rarity nodded. “Take care of yourself, your loveliness.” She winked and blew her a kiss.

“You too,” the former model replied as she returned the gesture with a smile. She turned back to the duty at hand, the dragon racing off and breathing more plumes of magical fire that thinned the numbers. He headed back to the densest portion of the invaders, knowing that wherever he chose to concentrate his attack, he'd be leaving some of his allies at the enemy's mercy.

Runes lit up on Fleur's spear when she stabbed the joints of a skeleton, smashing it apart when it struck the weakest point she could find. She rallied her soldiers who mimicked her careful strokes, reminded of the day when the Four Horses of the Apocalypse had assailed the camp, and her beautiful legs had been smashed to a nasty pulp under War's hooves.

The hour wore on while they held their ground. She lit her horn to cast up barriers when necessary, sweat pouring down her curves under her regal armor, likewise matting her silky mane under her helmet. Finally the darkness closed in. Somehow the skeletal forms of pegasi were able to take flight, diving on one of her troops and carrying the screaming stallion away.

Her circle closed in closer to aid her, but they fell one-after-another, splashes of scarlet painting her white armor when they fell. She grit her teeth and doubled down to fight back, knowing once she fell the town would be defenseless. Her shining spear downed several more of her attackers before they finally overwhelmed her due to their sheer numbers.

They ripped the helmet and armor from her. Tossed her onto her back. Then they seized her by all four limbs, lifting her above the dusty roads while she thrashed her head from side-to-side. Her horn glowed when she worked up spell, only for powerful incisors to bite down on its length, a scream escaping her as it snapped and blood trickled between her eyes.

She glared hatefully at the heavyset, bulging stallion that approached, stinking of the grave. Dull, lifeless eyes strained to focus as they studied a unicorn that normally would've been far beyond his league, and he unceremoniously rammed his long and fat cock into her cunt, her face scrunching with open disgust. She didn't want to think about what made it stiff. Congealed blood?

She almost retched, her fuckhole expanding to take his girth, his hooves upon her foal-bearing hips when he rammed forcefully in-and-out of her, not caring if he broke her, just a mindless creature seeking some form of release. She shrieked each time he pounded her, tears dribbling down her face at the idea a proud warrior like her would meet such an ignoble end.

Her sole comfort was that while so many of these foul creatures were focused on her it would give the populace more time to evacuate. She laughed a little between her cries. Then she wailed once more when a particularly brutal thrust ripped pas her cervix, a bulge visible on her belly from his cock when its flared head sank into her uterus, violating her to the core.

He unloaded something cold into her womb. She didn't even try to imagine what, almost fainting. A crowd of zombies had formed around her, the ones who hadn't rotted completely remembering traces of their former needs in life, one sliding under her and slamming his slimy cock up her pert ass, while another seized her mane and twisted it until she yelped. He took advantage of her open mouth from the cry, burying his dick in one fluid motion to the hilt, so that it sunk down her throat.

She almost gagged when he started fucking her face relentlessly in rhythm with the others. But she dared not bite down imagining tons of maggots spilling out and filling her stomach. Her face twisted as his sour spunk sprayed her gullet, his hooves holding her head in place until her cheeks bulged and his rancid splooge exploded out of her nostrils and bubbled.

To her horror she realized this was only the first round. The moment the invaders ejaculated, they pulled free of her abused and gaping holes, while more of the waiting numbers instantly took her place. She lost track of how long they raped her, hours at least, cumming in and all over her, and wondered if this was some twisted karma for how hatefully and sadistically she'd take vengeance? She tried to numb her mind, reminding herself of what good might ultimately come of her sacrifice.

Eventually they were finally spent. The four restraining her now limp and well-soaked form started pulling in different directions. She wailed banshee-like once pops sounded, bones fractured, and skin tore, her forelegs and hindlegs all ripped from their sockets in a red mess. She writhed in pain, going into shock before she mercifully fell unconscious.

*****

Most of their weapons proved little use on the undead army, especially once gloom enveloped them. Only the enchanted armaments seemed capable of downing them, forcing them to rely on Spike, whose magic breath turned them to ash and dust. “They can't withstand concentrated magic,” realized Sunset who worked the most powerful blasts she could muster from her horn. Unfortunately the majority of mages in their military couldn't muster up anywhere near the raw power required.

Flurry Heart nodded, and sailed overhead, unleashing her own colorful blasts which melted down droves in an instant. “Hooray! Look at me!” She smiled and giggled, happy to contribute wherever she could. “Father, did you see that?”

“Yes,” called Shining Armor who brought his whit broadsword down on one attacker after another, cleaving them apart in an instant. His muscular chest huffed under his breastplate. “Damn it, is there any end to them...?”

Babs Seed discovered her own alternative, the explosives she tossed blowing them to bits, small craters which blazed and smoked left in the wake of the bombs she chucked. “Gotcha!” She pumped a forehoof, red cape trailing behind her in the desert wind. “Get those booties behind me Diamond Tiara, Silver Spoon, and let big sister Babs settle this ruckus!”

“That seems prudent under the circumstances,” admitted Silver Spoon. “Never been much of a fighter.”

“Tch, even I'm pretty useless at the moment,” replied Diamond Tiara with a sigh. “Should've practiced my spells more!”

“Forgive me for stating the obvious Captain,” called Capper whose voice over the intercoms echoed outside the airship. “But we could always beat a retreat and take off at any time. Heck, we may have enough explosives on board to carpet bomb them...”

“No way,” yelled back Shining as he cleaved through another skeleton, straining under the impact as he tensed up. “By the time we're airborne who knows how many will be dead? I won't abandon Baltimare, and I certainly won't risk hitting civilians!”

Capper couldn't restrain a heavy sigh. “As you wish, Captain. But the odds aren't in our favor, and need I remind you, you're putting us all at great risk. Including your own daughters.” He mumbled the last part under his breath.

“That's a chance I'll take. There's no point to this army if we aren't willing to shoulder such risks.” He hoped they'd pay off. Taut muscles strained when he arced his sword repeatedly, cleaving through more attackers, their dismembered parts and bones piling around him and his soldiers. Beads of perspiration flew off his thin white coat each time he struck one down.

He looked around at his squad mates, having to admit everypony was doing their best to pull their weight. Those who couldn't fight directly did their best to support the others. Despite the apparent return of her sanity Pinkie Pie hadn't lost her skill with a blade, and she was backed by Rarity, who tossed about the creatures with her aura and cast up barriers when necessary.

Green fires reflected in his eyes. But he could see Spike was starting to pant and slow, fatiguing himself more each time he pushed himself to breathe cone-after-cone of ethereal flame. How many still remained? Thousands? Far more than he cared to count, at least. His white blade glowed as he pushed himself to keep fighting, for it was often all he knew anymore...

*****

Holed up in the laboratory, Derpy continued to ply her trade on her patients, flanked by the reserve members of the force who stayed behind as a final line of defense. Lavender and Fuschia were barely conscious, still recovering from their traumas, while human Trixie watched over her mare counterpart, constantly reminding her who she was and could hopefully be again.

Further on Vinyl Scratch was strapped down and tended to by Octavia and Lyra. Princess Blueblood and Cherry Jubilee watched the entrance, as while the ship was sealed up, they could hear the creak of metal in the distance, the invaders tearing apart metal to force their way in. This was one of the few places onboard Capper refused to draw power from, knowing these machines could be vital to Derpy's work, but the lights flickered on occasion, casting them in momentary darkness.

“Ah! Oh no!” The foppish Blueblood raised a hoof to her forehead and nearly fainted. “What should we do?!”

“All we can do,” said Cherry Jubilee whose ears perked when she heard stomps echo from afar. “Defend ourselves the best we can! Get ready to throw up a barrier the moment the enemy approaches, sweetheart.” In truth her heart was racing like mad too, and she reached under her fancy dress, pulling out a revolver she kept hidden by her garter belt.

She'd always loathed violence but accepted its necessity at times. She'd had to blow away a number of slavers who'd harassed her and the prostitutes she'd taken in. She'd become an ace shot in her times, able to blow a hole through all the markings on poker cards with ease, and while she was a might rusty she had confidence her bullets would easily find their mark.

“Y-yes. Of course!” Despite how much Blueblood was shaking she stood her ground near the entrance, and Lyra dashed to her side, touching her shoulder with a cheeky smile. “Well, we are unicorns, so I suppose it's up to us!”

“Don't forget about Trixie,” called the blue-skinned human that strutted over with her horn readied. “You ready, Beatrix?”

“Ready, mother!” She copied her mother's stance as the two prepared to cast a barrier. “Still, it will only delay the inevitable, right?” She glanced at her cape thinking of the Smooze contained hidden within and wondering if he could help?

“We simply need to hold out while Shining's army handles business,” said Trixie.

“A shame I haven't had time to rig up more suitable defenses!” Derpy tsked with a shake of her head. “Magic's not really my field. What would Time Turner do?” She stroked her cheek, trying to call on the innermost depths of knowledge passed to her.

Octavia rubbed a wetted washcloth over the sedated DJ's forehead. “A shame we don't have more of those unicorn horn wands. I mean, I hate to use such foul objects, but I must admit they could be the ace in the hole we need at the moment!”

Derpy reached into her coat and tossed her sonic device. “Perhaps this will do in a pinch, Miss Melody?”

“Thank you.” She had to admit it made her feel a little more comfortable at least. It wasn't really a weapon but on full blast the vibrations could probably shred a pony apart. She made certain the radius was controlled to a small beam. After a few adjustments she was confident nopony else would be at risk should she need to brandish the tool like it was a laser scalpel.

A couple minutes passed in uncomfortable silence save for the stomps that reverberated ever closer. Then the first of the undead appeared, tearing the door from its hinges in one fluid motion. The mages immediately threw up an invisible barrier, rotting and skeletal hooves clawing upon the air, trying to force it open. They poured on power to maintain it, straining as more of the horde closed in, their strength enhanced to insane levels by the darkness that nurtured the supernatural abominations.

Some turned to tearing at the walls instead, ripping chunks from them, tunneling in slowly but steadily. Cherry creased her brow, realizing all the sharpshooting in the world wouldn't do much to such creatures. Her gun simply lacked the power necessary to down them. Octavia nodded and stepped up beside her, readying the sonic tool with grim determination.

A slew of zombies burst through the wall. Tavi took aim and pressed a button, a wave shrieking as it ripped apart flesh and bone, her ears pinning back from the bothersome sound. She continuously poured on the assault, shaking the invaders apart, but more poured in behind them, or ripped open new holes in the metal, swarming in by the dozens.

The barrier finally popped like a bubble under their combined force. Blueblood yelped as she was tossed back, skidding into Jubilee's forehooves. “I-I mostly know only defensive spells,” she admitted. “I never formally trained for combat!”

“Allow me,” said Lyra who bowed her head and unleashed a colored beam which blew apart a foe. Bones rained and clacked around her as she unleashed blast-after-blast, aided by Trixie and Belladonna, their magic combining into a sheer destructive force despite the fact that they were mid-tier mages at best. “Yeah! We can do this!”

Lavender and Fuschia woozily rose from their beds, standing protectively in front of mare Trixie, and adding their own weak beams to the effort. “My...friends...” Trixie vaguely recalled her former life, before her mind had been corrupted by the nemesis, and she weakly stood too, lighting up her horn and adding her own magic to their number. She groaned with the effort.

Blueblood combined her weak ray with the others, vaporizing a number of the masses, leaving smoking ash behind. “We...we did it!” She beamed and relaxed for a moment. However, more were headed down the corridors, still pouring in. “I'm bushed,” she whined wiping more sweat that made her blonde mane stick to her. “I'm not sure how much more I can take!”

A slap on the rump from Cherry made her yelp. “Saddle up, sweetheart, because we need you!”

“O-ok.” She swallowed hard, knees practically knocking when she prepared another spell. She'd worked hard to be brave, hoping to impress Rarity, but ultimately lost out to one of her rivals like she'd feared. And now? She wasn't certain why she continued to fight other than that she knew it was the right thing to do. She wanted to prove she could be heroic, too!

They fell into formation to better combine their dwindling magic, fatiguing themselves from the continuous effort. The next wave started to march in, when another energy beam cut through their numbers, a crystalline Sunset Shimmer arriving to aid them. Her magic easily eclipsed all of theirs even united, her full potential now unlocked with her rebirth, placing her on the level of Twilight Sparkle before her demise. She narrowed her eyes. “Stay behind me, all of you! I'll do the heavy lifting!”

While her magic even surpassed Flurry Heart's current abilities in this new shape, she dared not unleash its limits unless absolutely necessary, knowing every spell she worked ate away at her dwindling lifespan even more. A spell of great magnitude could potentially end her immediately. She pushed down such morbid thoughts and concentrated on her work. All that mattered was protecting her loved ones. Beam-after-beam scythed through the encroaching numbers.

*****

Hours later Shining Armor stumbled into a bloodied and broken Baltimare. Above him flew Flurry Heart and Spike, working together to clean up the stragglers. He could hear crying and whimpering somewhere. With great effort they had thinned the herd...but he'd lost a number of good soldiers in the process. Still, he had to admit he'd expected much worse. They had acquitted themselves well, his force now a well-oiled machine. His heart sank at what he eventually came upon.

He dropped to his knees beside the pallid corpse of Fleur de Lis, another long-serving soldier now lost in the heat of battle. Dried blood was pulled around the now limbless unicorn. He closed her empty eyes, having to admit she was still astoundingly beautiful, even in death. At least she'd been able to avenge Fancy Pants, but after that her life had been aimless. Perhaps a part of her had wanted to die now that her life lacked any real purpose she could discern.

He was reminded of Gilda, the first soldier he'd lost at the start of this campaign, a victim of her own warrior's pride. He lifted her up with his aura, and wrapped her in a blanket he found lying in a ruined house nearby, silently vowing to properly bury her later. She and Flash Sentry had been his closest comrades-in-arms. “Thank you for all you've done. You'll be missed.”

He walked about the town, the civilians peeking out, glaring at him, silently blaming his forces for bringing this mess to their homes. Were they right? It's not like their enemies would leave any part of Equestria untouched forever. However, he couldn't deny their presence may have escalated events. He decided it would be prudent to move on, and fast.

Tree Hugger sniffled, sitting on her haunches next to the dismembered corpse of Mr. Bear. A swarm of animals surrounded her, doing their best to console her like they would've Fluttershy. “He saved my life, you know?” Her eyes were red from crying. “Like, I didn't wanna drag him into this, but he totally insisted. I can hardly bare to look at him like this...”

He placed Fleur's wrapped up body on his back. “I understand. Should we bring him back to the ship or bury him here?”

“I'd like to put him back in nature where he belongs. Not sure there's time for that, though. Guess I'll bury him outside the town. It's the cycle of nature, man. Gotta accept it, even if I don't always like it.” She pulled her dew rag from her dreadlocks and used them to wrap his open wounds the best she could, then lifted him with a strength that belied her cutesy appearance, awkwardly trying to carry him. He helped her haul the bear, both of them ignoring the dabs of blood which stained them.

Another soldier down. He would have saluted Mr. Bear if one of his forehooves were free. It's not like he owed them anything, but he'd fought valiantly anyhow in the last war and this one too. He hoped he'd meet with Fluttershy on the other side. He winced as somepony tossed a stone at them, bouncing harmlessly off his armor, knowing the longer they stayed the more likely another batch would follow. They'd done their part. He'd bear the burden of any sins he'd committed later.

Author's Note

And now we say farewell to a pair of the longest serving soldiers in the series, Fleur de Lis and Mr. Bear.

Chapter 20 - Rebuild It and They Will Come

Shining Armor ordered his forces to quickly pack up, the cold gazes of Baltimare's citizens following them the entire time. He considered asking if they could stay and help rebuild, or perhaps compensate them in some way, but figured their pride wouldn't allow it. Perhaps someday he would return. While there were a number of holes in the hull it appeared most of the damage was superficial, and they would be ready to fly within an hour or two at most. Plus they had managed to keep their casualties low.

With a flutter Derpy flew by the punctures, sprayed a silvery liquid from a can, and it hardened within a few seconds. “A sealant! Won't stand up to an attack, but it should be able to weather a small storm! We'll rebuild it later.”

“Time Turner thought of almost everything,” he observed. “You're a worthy replacement.” He patted her bubble butt.

Derpy flushed. “Thank you, Mr. Shining! Or should that be Mr. Armor? Well, whatever!” She cheekily slapped his muscular rump back before she took off to continue her work, humming to herself all the while.

Capper stole a glance at her hind end while she flitted by, rubbing his chin with a smirk. “Once she's done we should be ready to roll, Captain.” He bowed with a flourish. “Hey, don't look so down. At least we didn't lose too many this time. Shame about Fleur de Lis, though. She was quite a beauty. Wish she hadn't been out of my league!” He whistled.

“Yes, I suppose so.” His mind was distant. “Hey, little one!” He waved a hoof to Flurry Heart who touched down beside him, kicking up a small cloud of sand. “Not so little, really. You were forced to grow up fast and I feel like I missed out on it!”

“Oh, don't worry about it, father! I don't regret anything! I'm happy!” She stretched her wings to their full span and swished her tail. “I know Cadance would be proud of me, too, but Sunset's like the mother I never got to have! Come over here, Sunset!”

Shimmer trotted her way over, her crystalline physique sparkling like the stars under the moonlight. “Hello, you two.” She laughed when Flurry pulled them into her wingspan. “Thank Celestia we all made it out of that nightmare alive. I'm sorry about the losses, of course. I know Fleur's an old comrade, and Mr. Bear has been fighting with us forever!”

“They'll be missed. We'll make a short stop in the Everfree Forest to bury them, then decide our next move. I want to end this as soon as possible.” His eyes narrowed. “Maybe we have the resources needed to stop Starlight Glimmer now.”

Capper slapped a paw on his shoulder. “I'm with you 'til the end, Captain! Gives me a chance to sail the skies!”

“And to pick up a lot of babes,” teased Shimmer with a wry smile.

“Not to mention you've multiplied a small fortune!” Flurry tittered as she shared a smile with Sunset.

He slapped a paw to his chest. “You wound me! It's all true, of course. Why not take pleasures wherever I find them?”

Flurry Heart beamed wide. “Can you take my virginity, Mr. Capper? Want to taste my fuzzy peach?” He gulped while Sunset went wide-eyed and Shining seethed at the idea. “Just kidding! You all should see your faces!” She burst into laughter.

“You've always been such a little prankster,” mused Shining who recalled all the trouble she'd caused even as a foal.

“Tee-hee!” She batted her lashes, her loveliness at least matching if not surpassing Cadance's.

His followers filed into the airship over the next hour, and once Derpy was convinced it was sealed up to an acceptable degree, it kicked back to life. Dust clouds were tossed about when it took to the air. The interior rattled and hummed. From the bridge a sea of stars and a pallid moon with Luna's symbol embedded on its surface were visible amidst the endless darkness.

They couldn't return to Baltimare and most of the south was now enveloped by the Smooze. There were few places left they could turn to. They'd made a quick stop by one of the smaller villages near the northernmost parts of the Everfree before they launched what he hoped would be their final attack. He couldn't rest. They were Equestria's last hope.

*****

The airship touched down in the Everfree near a tiny villa. Shining Armor and Tree Hugger dug a pair of graves, burying Fleur and Mr. Bear like they'd planned. He wiped sweat from his brow and she smiled at him, leaning on a shovel. Leaves rustled in the breeze around them, gnarled limbs creaking overhead. They tossed the mounds of dirt into the fresh holes and patted them down. By the time they finished the pair were exhausted, collapsing and sitting back-to-back soaked in cool sweat.

From what he could tell they had three targets; the Atrocity Exhibition, the Crystal Empire ruins, and the Smooze infestation. Dare he split his forces and try to assail them all at once? It's not like they had much time left. He'd have to take a gamble.

He'd sent Capper and Diamond Tiara out to fetch supplies, thankful their coffers were always deep enough for it. He gave Babs Seed, their resident demolitions expert, permission to load up on all the components needed to craft tons of explosives. Flurry Heart and Beatrix Belladonna put in a request for potion ingredients which he accepted. Derpy was already busy putting in her own orders for materials which would help her rebuild and further reinforce the airship for their coming assault.

Crunches sounded under Beatrix's heels when she approached. “Hey daddy, you busy?”

“No, I'm done.” He sat butt-to-butt with Tree Hugger, enjoying the feel of her plush bottom as he imagined she did with him, both so bushed they hardly cared how sweaty their bodies were. “What can I do for you?”

“I...well...have an idea about how the Smooze might be stopped.” She carefully reached into her starry cape's pockets, pulled out a bottle, and showed off the yellowish-green liquid within. “Now, hold on. You know what this is, right?”

He nodded. “Be careful with that. What-” He rose when she uncorked the top. The liquids leapt free and took shape, transforming into a nude humanoid figure which resembled Flash Sentry. “What in Tartarus?!”

“Take it easy! He's on our side! Mr. Smooze, introduce yourself!” She doffed her pointy hat at him.

(Hello, Shining Armor, Tree Hugger. I am on a quest to understand myself. Beatrix Belladonna has been instrumental in that. From what I have been told I have done Equestria a terrible injustice. One I can never make amends for. All I can do is attempt to halt the rest of my kind. Normally we share a hive mind, but we have started to develop individual wills and personalities.)

“Man, this is wild.” Tree Hugger shot him a crooked grin. “Like Fluttershy would say, nature sure is fascinating!”

“This is all over my head,” admitted Shining. He had to admit the rest of his crew were usually the brains of the operation. His sister was the smart one. He simply knew what was right and did his best to carry that out. “What do you think, Tree?”

She closed her eyes to sense him out. “Well, I don't, like, sense any ill-intent from him. I think he's on the level. Granted, I understand the reservations, but he's probably a natural creature in his dimension, you know? It's not his fault the cult meddled with him! I think we should trust him. If he can put a stop to the rest of the Smooze, we might be able to save Equestria!”

“Please, daddy! Give him a chance!” She cupped her hands. “I'll need to borrow Flurry Heart, though! I'll have to have somepony teleport me south, after all. We've already proven we work well as a team, you have to admit.”

“Very well. I'll okay it.” Flurry Heart was perhaps their most powerful soldier, surpassing even Spike. He hated to split his forces even more but figured if all went well they would eventually return to help them.

“Hooray!” She punched upwards. “Thanks, daddy!” She leapt upon him, trying to kiss his lips, and he barely managed to turn his head aside so she pecked his cheek instead, awkwardly pushing her back. “Oh, you won't be disappointed, I swear!”

“Yeah, I'm sure you'll do your best.” He had to control his own insane urge to wander his hooves over those ample purple buttocks, disgusted with himself even though he knew he couldn't control his biological impulses. “Hmmm...” She perked her ears. “Is that a stream I hear nearby? Smooze, you can withstand water no problem, right?”

(Indeed I can. I can alter my composition to withstand almost anything, given time and experimentation.)

“Well then, how about taking a bath with me? You could probably turn into soap, right?” She clicked her fingers and all her clothes vanished instantaneously, as she stood proud naked with her shapely legs askew and a hand on a curvy hip. “Feel free to lather me up!” She giggled and bounced all over the place when she broke into a rather girly run.

He tried and failed to avert his eyes which wandered over her jiggly flesh, the Smooze sloshing behind her, still in the shape of Flash Sentry as he glided over the earth and left a moist trail behind him. “Creepy,” he mumbled. He couldn't forget how many had died with the Smooze's initial invasion. He'd probably never be able to truly accept it after what it had done.

*****

Beatrix Belladonna settled into the stream that cut through the Everfree which hardly came above her knees when she stood. She whistled as the Smooze transformed itself into soapy suds that splashed and rolled over her wetted physique. She rubbed her slippery flesh, cupping both her heavy breasts which flopped back into place once she released them. “Ooh, you're wonderful! I can feel you slipping into my most private places,” she cooed at the bizarre creature which rolled its runny bubbles all over her.

Treetops stirred nearby when Flurry Heart landed on the bank, ridden by human and mare Trixie, who hopped off once the Princess lowered herself. “Hey, Beatrix. This is your mother too,” said Trixie who introduced her other self.

Mare Trixie smirked. “Hello, daughter.” She looked her over with approval. “All from me, of course!”

“Of course,” agreed Belladonna. “Father's a fool not to choose you over any other mare! Care to join me?”

“Trixie thought you'd never ask!” The human made her clothes dematerialize in a similar manner, and slid in next to her daughter, while mare Trixie tossed aside her hat and cape then quickly hopped in after them. “Flurry, would you-”

“I'm okay,” said Flurry who took an experimental sip of the clear water. She recalled baths she'd often take with her own father, but that felt rather inappropriate now that she was an adult. She'd definitely miss those more innocent times. Worse her hormones had really started to kick in, but she knew her father wouldn't approve of her getting laid anytime soon!

“You know...maybe Trixie doesn't need a stallion in her life,” the human said shooting a glance at Lavender and Fuschia who were spying behind a couple of trees. “What better lover could she possibly hope to find...than herself?” She grabbed her mar counterpart, pressed her close to her moist naked body, and locked lips with her, nibbling as their tongues wrestled.

Belladonna tittered, smacking a lathered-up buttcheek. “Should I be watching this?”

“No,” her mother admitted as she paused. “You should be an active participant!” She pulled her in, kissing her two, strings of saliva connecting the three as they made out. She'd already had sex with her due to the Smooze's invasion so why stop there? “Fuschia! Lavender!” The pair awkwardly snapped to attention from their hiding spots. “Get those cute buns over here!”

They rushed to obey, stumbling over each other to please their mistress, who was relieved to know her friends had survived. They jumped in with a splash, joining in with gusto while an incredulous Flurry Heart watched. She blushed while they pushed it further-and-further, forming a daisy chain as human Trixie and her mares ate each other's soppy pussies.

They formed a complete circle, licking glistening cunts and puckered assholes, teeth pulling on labia lips and swollen clits. Flurry pinkened even more, pushing her loins together, which had started to soak as her marehood winked. She'd masturbated a few times in her life but always felt ashamed afterwards. She'd never had a mother around to teach her about sex, and Shining avoided the subject, but she had no doubt he wouldn't approve of that either. It simply wasn't fair! He got laid all the time!

She sat back on her haunches and rubbed her marehood on the earth, which was hardly satisfying. “Poop,” she muttered with a pout. “Will I ever get laid?!” If she wanted a male, there sadly weren't many options. “Will I die a virgin?!”

The Smooze slid up beside her. (I can help. I can take whatever shape you wish. Stallion, mare, some other exotic creature, even somepony that's passed on.... I can be whatever you wish. Use your imagination.)

Flurry smiled at him. “But what about you? I don't want to use you!”

(I am okay with this. I can feel pleasure, too. More importantly, it would satisfy my curiosity.)

She hugged him to her bosom, considering all the possibilities, which were pretty much endless. She'd be losing her virginity so she wanted it to be special. A number of faces ran through her mind. A particularly naughty fantasy ran through her thoughts, one she knew her parents would never approve of! She grinned. “Um...could you turn into...Sombra?” She reddened more.

(Certainly. The stallion version rather than his human counterpart, I take it?) Slime morphed until it took on the visage of the dark horse, complete with crimson eyes. (From what I understand mares struggle to resist a dark, dangerous stallion.) Her mouth watered when she studied his powerful, muscular form, which put her father's to shame. (I see you approve.)

“Y-yeah.” She walked around him, studying every last inch; his chiseled back, broad shoulders, and hard buttocks which she playfully smacked with a giggle. She paused to study his sheath. “You can do two, right...?”

(Easily. Tease them out.) She brushed a hoof over the softest part of his flesh, until a pair of stallionhoods arose, both scarlet in color and flared at their tips. (That...feels wonderful,) he admitted as precum started to leak from the urethra. She scooped a small bit up with a hoof, taking a taste and wincing. (Too salty? I can alter it to whatever you like.) He changed its taste to sickeningly sweet honey, and she started to stroke both shafts steadily, licking and drinking from the tips she traced with her tongue. He carefully placed a couple hooves on her head, drawing her deeper onto his cocks when it was clear she didn't mind.

Her face burned when she picked up her pace, continuing to stroke him, taking him further-and-further. All the while her innocent eyes locked with his own. She sunk all the way to his hilt, massaging his other dick with her forehooves, his meat engorged in her throat which bulged out. She gagged a tad but held him there, more of his pre dripping down her gullet.

She opened her maw wide when he started to throb with a grunt, and aimed his stallionhoods, which violently fired all over her face while the other one jetted into her mouth and all over her jutted out tongue. She breathed in his masculine musk, closed one of her eyes when a white blast-after-blast shot her, soaking in his warmth and taste, which tickled her taste buds as the splooge messily dripped down her soaked face. He released far more than any stallion possibly could, even after enhancements of potions, and she aimed his geysers at her breast, then turned and let him finish upon her curvy ass, spreading her wings wide.

He finally stopped with one last groan. She wiggled her rump at him, presenting her asshole and pussy, which she telekinetically drew apart with her aura, gaping open her unused loveholes. “T-take me,” she asked with uncharacteristic shyness. His weight settled atop the alicorn when he mounted her, biting the nape of her neck to make her submit, which she did with a coo.

He slipped into character quite easily, taking her roughly as he figured the sorcerer king would, powerful hips bucking each time he thrust deep into both her lower passages. He plunged into the wet, warm tunnels, and she almost buckled under him, his tip slamming repeatedly into her cervix's entrance. She wailed cheerfully from an odd mix of pain-and-pleasure, danger-and-comfort, dominance-and-surrender, knowing she was ultimately in control but allowing him to freely have his way with her.

She whimpered under his bulk, the sweet release she'd craved for so long, as he pumped into her with squishy noises, her generous breasts slapping into each other with her quivering. Her dock hiked her tail far as it could go, her face lowered to the dirt and her heart-shaped ass raised in sublimation, desperate to be thoroughly bred. “Y-you can do it inside!”

(Do not be concerned. I cannot impregnate you unless I wish to.) He allowed his muscles to relax, emptying himself into her canals, with a warmth and volume that should have been impossible. She whined with his whinny, pushed over the edge as he filled her almost to the breaking point, her stomach swelling as she gushed all over him. Her eggs swam in the sloshing, milky sea that drenched her womb, a long moan escaping her open maw until her voice gave out. (That was...wonderful.)

“I-it was,” she wheezed between her gritted teeth, messy curls sticking to her sweaty, reddened face. She looked back at him with glazed eyes and smiled in a dopey manner, still feeling his cocks buried in her. Keeping him inside her while she rolled over, she met his gaze, wrapping her limbs around him and smiling wider. “Isn't it much better with a willing partner?”

(Indeed it is. I have done a terrible thing. I understand that now. Equestria, even in its dying state, is a beautiful world. One I wish to protect now, too. You and Beatrix Belladonna have helped me understand myself. I thank you.)

She giggled and wiggled under him. “No need to be so formal! Thank you for deflowering me,” she said with half-lidded eyes, rubbing a hoof over her still impaled nethers, tasting a mixture of blood from her broken hymen, semen, and her own excretions. She smacked her lips and scooped more up, drinking down the sweet and salty mixture with a flutter of her lashes.

*****

The intercom sounded in Octavia's room. “Good news,” called the chirpy voice of Derpy. The musician stirred in the darkness with a groan, clinging to Lyra under the sheets. “Report to the lab as soon as you can!” She sighed and plopped her backhooves over the side of the bed. She smacked her lips and rubbed her eyes, anticipating and dreading what likely awaited her.

“Wake up, Lyra.” The unicorn continued to snore, limbs splayed out as she took up way too much of the bed, and Tavi scrunched her snout as she pulled off the bedding, making her tumble onto the floor. “Derpy's calling me.”

“W-wha...” Lyra lit up her horn to break the gloom. “It's gotta be Vinyl, right?” They avoided each other's eyes. “W-well, that's wonderful! Hopefully she'll make a full recovery!” She turned to hide her watery eyes. “Let's go!” She headed towards the door.

“Wait. We don't know for certain. And whatever the case may be, I won't abandon you.” Tavi hugged her from behind.

“M-maybe you should,” cried Lyra who broke into a run towards the lab. Tavi strained to keep up, knowing Lyra would tire before her. Clops echoed throughout the corridors until they reached their destination, where Derpy hovered in her coat, while Vinyl Scratch sat nearby, her red eyes still dazed and her snout pursed. “Oh!” She skidded to a stop. “H-hi, Vinyl!”

“What's up, Lyra. Octavia.” Vinyl waved a limp hoof at them. “You sure moved on fast.”

Octavia turned so that her mane partially hid her watery eyes. “That's not fair, Vinyl. I thought the mare I loved was dead.”

“Yeah, that would really ease your conscience, huh. Maybe I should've died.”

Tavi shot her a dark look. “Since when are you so whiny?” She sniffled and wiped her eyes.

Lyra shrank between the pair. “Should I leave?”

“No,” the pair said at once as they turned on her. Derpy looked on with bemusement at their little feud.

Vinyl's face softened. “Anyway, I'm still pissed at you, but hey, maybe I would've done the same. I dunno. Plus, at least you replaced me with somepony decent.” She grinned at her old comrade. “Shame about Bon Bon and Time Turner, otherwise we'd have the old team back together. Oh, can't forget Fancy Pants. He's the one who helped pull us all together.”

“S-so,” said Lyra who was frowning. “What should I do now? Step aside?”

“Nah. I think something can be arranged...if Tavi's up to it. Granted, she never would try out a threesome...”

Octavia quirked an eyebrow. “You aren't suggesting...?” She studied the DJ's shit-eating grin. “Oh, you are! You naughty little minx...” She smiled back. “Oh, why not? I'll give it a try if Lyra doesn't mind. I don't wish to lose either of you.”

Lyra looked between them. “I know I can be a little slow sometimes, but you want all three of us to become lovers?!”

“Sure. More fun so long as I'm concerned,” said Scratch with a wink.

“It's a compromise I can live with,” added Octavia who had to admit she was intrigued.

Lyra wagged her tail. “O-okay!” She hopped a couple of times. “What do you call a herd of filly-foolers?!”

“That sounds like it should be followed up with a punchline,” mused Tavi as the pair of them were pulled into a hug by Scratch. “Come on, Derpy. Get in here.” The pegasis chortled and embraced them too. “Sometimes, it's wonderful to be alive.”

Lyra nodded. “We all missed you, Vinyl. I'm sure Bon Bon would've said the same! Well, in a less mushy way.”

*****

Elsewhere in the Everfree a doily-like picnic blanket was placed down by Rarity, who laid out baskets stuffed with goodies she'd purchased from the village. She'd invited a number of ponies but only a few had taken her up on the offer. Granted she understood many of them were busy, or wanted to be alone, but she'd hoped for a much better turn out. Spike and Pinkie Pie had arrived with her, while Capper, Blueblood, Cherry Jubilee, and Tree Hugger showed up shortly afterwards. They took their places while she laid out their meals, the chirp of birds and the rustle of leaves sounding around the circle.

“I brought one of my specialties,” said Jubilee who placed a tray with a freshly baked cherry pie.

“You shouldn't have,” said Rarity. “I'm supposed to be your hostess tonight!”

“Nonsense. We help each other. That's what Applejack and I always did, sweetheart. Allow me to do the honors.” She cut into it with a knife and served each of them up a piece of the tart treat. “Wish I had time to prepare some more!”

“Any pie of yours is a delicacy,” purred Capper with a lick of his chops. “Mmm, the sweetest cherry I can imagine!”

“Not for you, I'm afraid.” She winked at him. She couldn't deny his exotic charm, but he was just a bit too loose for her at the moment. “Maybe one day, if we survive this?” She hid her maw with an open fan, batting her lashes.

Pinkie rolled her eyes, her mane and tail still straight. “Don't you think about anything other than sex?!”

Capper dipped his claws into the pie and licked them clean. “Sure. Money, sailing the skies, good food...what more is there to life than pleasure? That's my philosophy. If it doesn't feel good, or lead to feeling better later, why bother?”

“It's delicious babe,” said Tree Hugger who teased Blueblood by tossing a wet cherry into her open mouth.

“Thank you,” said Blueblood with a blush as she squished it to a red pulp between her dainty teeth. “Divine!”

“Totally still a stallion at heart,” said Hugs with a nudge to her ribs. “Can't wait to pop all the cherries you see.”

“W-well...” Blueblood stared at her lap. “I've...never actually had any sex by choice. I used to think I was too good for any mare that threw herself at me. What a spoiled fool I was.” She looked at Rarity and Spike with a pout.

Spike possessively wrapped his spined tail about his lover. “Was...?”

“Don't be rude, Spike. Blueblood is a dear friend, and I won't tolerate any macho nonsense.” Rarity draped herself upon th drake, wrapping her hooves around him. “Oh, don't you pout, too! I didn't intend to scold you.” She pecked his temple.

“Yeah, yeah.” He fired back with a toothy smirk. “I'm just thankful you decided to give me a chance. I never could work up the courage to confess to my world's Rarity,” he mumbled. “Not that it could've worked, me being a dog and all...”

“Consider yourself a dragon here...if you wish to be.” She clasped the fire ruby upon her soft bosom.

“That's what I'll be, then. Sure beats the dog life!” Although he'd miss being able to freely bury his snout in the crotches and asses of every female he passed to sniff them. Not that he realized it was wrong to invade their personal taste back then! There were admittedly a ton of unbelievably mares on the crew, but he was perfectly content to be with his lady-love.

The meal wore on until Rarity's guest were all stuffed pool. A short while afterwards they started to leave, one-after-another, until Spike and Pinkie Pie were the only ones left behind. “Wait.” She grabbed Pinkie's hoof. “Why not stay a while longer?”

Pinkie forced her brightest smile. “Oh, I'm sure you'd like some alone time, wink wink, nudge nudge...”

Rarity traced the drake's scales. “Well, I won't presume to speak for Spike, but I would like to propose a menage a trois...if you two are open to the idea.” She'd been invited to do such by Fleur which bemused Fancy Pants, but she'd only watched at most.

“A-a-a threesome?! That's like an orgy for shy ponies!” For the first time since the day she lost her family, Pinkie's mane and tail popped into festive curls, her face splitting into a shit-eating grin. “Why not? I'd love to! Spike?” He'd practically fainted at the idea, and she draped herself upon him too, resting her bouncy balloon breasts upon his spiny back.

He practically salivated at the idea. “I-is it really okay?”

“Of course darling,” assured Rarity who also massaged him with her teats. “I wouldn't test you like that. I know it's natural for you to find other mares attractive.” She lowered herself to rest on her barrel, spreading her limps and raising her dock. “No need to be shy, you two.” With a giggle Pinkie hopped atop her, spreading herself into the same position and nibbling Rarity's ear. “Ah...that tickles,” she half-whispered, half-moaned, peppered with kisses and nibbles across her soft neck.

Spike struggled to pace himself, every instinct screaming to leap on the duo and fuck the absolute shit out of them. But how much fun would it be to dump his load almost immediately? He mounted the pair, lining his dragonhoods up with their marehoods, and slowly sinking into them, grunting and groaning with them. They stretched below his soft underbelly.

His hot breath and drool fell upon them. Pinkie decided to apply some of her old, vulgar dirty talk, since she'd certainly been around the block quite a number of times before her mind had been broken. “There's a party in Pinkie and you're invited! Cream my pie! Wreck me! Ruin me! Pound this slut and make her your cumdumpster!” Rarity blushed fiercely at such degrading words, but the party pony shamelessly decided she'd say or do anything to rile him up and get him off.

He raked their tits and buttocks with his palms and claws, until the knots in his ridged pink shafts swelled at the base, locking him balls deep in the pair so that his dickheads mushed upon their cervices. “Man, you two are so tight, wet, and warm!” He couldn't help but cream inside them a little, throbbing when they winked and drooled their feminine juices all over his crotch.

He breathed in their sexual musk, his sense of smell far beyond a pony's, arousing him to the point where he almost lost himself to his bestial instincts immediately. He drove his hips against their bottoms slowly, enjoying the way they quivered, sinking a finger to the knuckle of each hand into their puckered assholes. They clenched around him, mewling. That pushed his limits.

His dragon instincts consumed him. He howled in a wary cry-like manner, seizing Pie's frizzy mane with his sharp teeth, pulling her head back sharply as his eyes glazed over and his nostrils snorted tiny spouts of smoke. He humped them like a wild animal, drooling and growling and groping in a fierce, dominant manner. In this state he couldn't see them as mares he loved and respected like he usually did; they were his bitches which needed to be bred relentlessly until they took his seed and bore his eggs. Their rumps bounced with slaps each time he slammed atop them, to the point where lesser mares might have broken.

But they were tougher than they looked. Pinkie rolled Rarity onto her back to face her, locking limbs while they passionately kissed, tongues darting into one-another's mouths. Pinkie stroked the base of Rarity's horn, taking the point into her maw. She suckled on it sloppily. “Ooohhh,” whined Rarity. “I-it's too much! Pinkie!” She creamed her name repeatedly, squirting upon her and all over herself, bathing the pair in sticky marecum which dripped down the pair, making their tits even more slippery.

A short time later Pie's nethers quaked too, splattering the fashionista even more. She cried out a string of nonsense as her orgasm rocked her to the core. Cunts squeezed down so hard on Spike's lengths that he burst, flooding their interiors with spray-after-spray, hosing their welcoming wombs until their stomachs ballooned out from the volume. The pressure was so intense they shrieked and came again, eyes rolling back and further drenching an already soaked picnic blanket.

They panted under the dragon who hissed between his teeth in satisfaction, wagging his spaded tail about. The mares knew it would be quite sometime before his swelled knots shrank and allowed him to yank free of their well-used holes, so they contented themselves well while lying locked in a loving embrace, thankful they could rekindle an old friendship that could perhaps become something more? Rarity certainly wanted to invite her around for another round or two, at least!

Most of the crew relaxed, exploring the small village, hanging onboard the ship which Derpy's workers repaired and tuned, or retiring to bed while the stars twinkled above. Nopony noticed the ominous stir within Fleur's and Mr. Bear's graves...

Author's Note

Some good news...and some ominous stuff!

Chapter 21 - The Greatest Blow on Equestria

Perhaps the novelty had simply worn off, but Shining Armor was thankful that Trixie hadn't solicited him for sex in quite some time. Not that she was a bad lay, far from it, but he preferred to spend his time with Sunset and Derpy, neither of whom would push-and-push him until he was completely exhausted. Unfortunately miss bubble butt was often busy in the lab these days, and even the ever reliable Sunset was practicing her magic, for once leaving him to lay down alone. He breathed a sigh.

At least maybe he could finally get some real rest. He'd need it since they were about to take off soon on what could very well be their final mission. He sat on his bed in the darkness, taking a drink from a glass of water on a small table nearby. The door slowly creaked open and his eyes narrowed as traces of light spilled in. “Knew I should've locked it. Beatrix, if that's you...”

A pair of quiet knocks sounded. “It's Diamond Tiara,” came a whisper as she carefully stepped in. She softly closed the door behind her, using her horn to dimly light the interior. “Um, sorry to wake you at this hour.”

“It's fine.” He brushed the sheets aside. “What can I do for you?”

“W-well...it's more like what I could do for you.” She took a deep breath. “Oh, fuck it. You want to have sex?”

He swallowed. She was about the last pony he expected to proposition him. “Er, why?”

“Why not? I mean, I told myself I wouldn't, but we could all die a horrible death at any time, so I don't want to bite it with any regrets. They used to claim you're the most virile stallion in Equestria. Big Mac was one of the few who challenged that and it hardly mattered once he was turned into War. I want to see for myself, and hopefully, you won't disappoint!”

Shining quirked a brow. “How old are you again?”

She stomped a forehoof with a glare. “Nineteen! Besides, even before Equestria went to Tartarus we're all legal once we get our cutie marks, right?! Hey, if I'm not tasty enough for you on my own, I also brought my friends from the CMC!” She opened the door wide. “Come in, fillies!” Silver Spoon gingerly made her way in, while Babs Seed boldly stomped in beside her.

“Hello Captain,” said Silver with a polite bow.

“Anarchy in Equestria!” Babs punched the air with a hoof. “Ready to mate, mate?” She turned and wiggled her rather wide freckled butt. “Give me a bun in the oven before we're all brown bread, if you like. Or just have a wee bit of casual fun!”

It wasn't unusual for the CMC to share lovers, especially since Capper came into the picture. In truth it had started when Diamond Tiara and Silver Spoon were foals; they'd often bumped butts after getting their cutie marks and discovered how good it felt. They'd started to rub up against each other, ass-to-ass, pussy-to-pussy, getting more moist all the while, until their dams had broken for the first time. Silver had felt ashamed fearing she'd done something immoral. Diamond however couldn't get enough and with lots of harassment convinced her to do more. They had continued their casual fling to this day.

Diamond smirked at her comrades as she lit a lamp on his table. “Looks like he needs some encourage! One, two, three...”

“Sugar-Lump-Rump!” The CMC spoke as one, grinding their plush asses together, eyes rolling into their heads from the familiar sensations. They moaned and wetted their thighs, asscheeks spreading as their docks raised their tails all the way.

“Come 'ere stud,” said Babs with a cheeky smile that brought out her freckles. “Get 'yer dick in here!”

Despite his reservations Shining wandered over. They were a bit young for his taste, and he couldn't help but recall the old CMC, who'd all come to tragic ends. Scootaloo's had been particularly brutal, slammed face-first into a cliff by Famine, AKA Lightning Dust after she'd been indoctrinated by the cult's brainwashing. Most of the Apple family had been butchered, Big Mac converted to War, but Apple Bloom's death had really sent Applejack over the edge, turning her into a cold-hearted vigilante in attempt to avenge her brethren; none had known Babs Seed survived elsewhere at the time. As for Sweetie Belle it was assumed she'd been massacred like so many others with Ponyville's fall; they had never found an identifiable body among the corpses.

He pressed his dick between their wetted buttocks, the soft mounds of flesh pressing against it, his precum dripping over their assholes and slits. “Oh fuck,” he wheezed running his hooves over their shiny posteriors. Their mare juices stuck to his dark, veiny shaft with translucent strings, massaging him and one-another between them in a mischievous manner.

“So...” Diamond winked at him. “Which of us will you do first? Don't worry, we won't judge, whoever you pick!”

Babs lowered her front to the floor, shaking her freckly rump at him. “Do me up the shitter! You know you wanna.” She tossed her tail back-and-forth. “I'll be your bit of rough, so don't hold back, stud! Put this naughty little filly in her place!”

He hated to admit it but that sort of dirty talk made him rock hard. He grabbed her mane and scrunched up his snout as he mounted her, taking her up the backside as she urged, shoving his entire shaft up her sphincter with one violent thrust. She whined with a dazed expression as he slammed into her, dotted buttcheeks slapping about as he violently fucked her.

“That's hot,” admitted Spoon as she continued to rub cunts with Tiara. “Mmmm....”

“You're always such an anal slut,” teased Tiara who smirked at Babs. “Guessing it ran in the Apple family!”

The door flew open and human Trixie stood in the doorway with a hand on one hip. “Well, well, what have we here?”

Shining paused and paled, still hilted in Babs. “By Celestia, can't you knock?!”

“Oh, don't mind Trixie.” She stroked her cheek with a bemused smile remembering the way she'd had stallions railing her when she was recruited back into his force. “Please, continue.” She clicked her fingers to banish her leotard, denuding herself in the hopes it would help get him off quicker. He reluctantly continued. “Diamond Tiara, your funds are strained, correct?”

“Y-yeah,” she admitted. Resupplying the airship had stretched her coffers thin.

“Capper is struggling too, from what I understand. The improvements he's made on the airship at Derpy's request have been quite costly. Anyhow, Shining, the Voluptuous and Beddable Trixie has an idea to raise a ton of bits! A magic show unlike any other! Of course I'll need some capital to refurbish a caravan. Have you ever heard of a Donkey Show?”

He balked but continued to pump into Babs. “I-isn't that a bit racist?” Lots of ponies had treated donkeys like they were some sort of subspecies, but in certain parts of Equestria public performances were put on, where mares would allow donkeys to mount them before stunned audiences. Most couldn't believe a pony would 'lower' herself to be bred by a donkey!

“Oh, who cares. Imagine all the bits we'd rake in! Of course I wanted to get your permission first. After all, the money will all be going to your forces. Face it. With our current numbers our chances against Starlight Glimmer aren't good.”

He kneaded the spotted cheeks before him with a pant as he thought it over. They were supposed to be leaving soon. But it's true their reserves were almost tapped out. Still, he questioned the morality of allowing such an act under his watch. “Very...well,” he wheezed with a particular forceful thrust as she moaned under him. With one hoof he pressed her face into the floor, while he smacked and groped an asscheek with the other, his load blown into her humongous ass while her marehood winked and dripped. They huffed soaked in a sheen of sweat, overcome by a sense of shame once his euphoria started to dull.

Trixie clapped her gloved hands. “Excellent! One Donkey Show coming up! Feel free to come and watch...” She winked.

Slipping free of Babs, he moved onto Diamond Tiara neck, her backhooves upraised as he slammed into her cunt. She wrapped her forehooves around his neck and kissed him, biting and chewing on his lip like it was her last meal. He rocked into her, squishy noises sounding as small spurts splashed him from her snatch, but his mind was far away despite how wonderful her tight little cunny felt. Silver Spoon patiently waited for her turn nearby, eating his cream from Seed's puckered ass.

The night wore on as he fucked the CMC, anticipating and dreading what was still to come...

*****

The earth stirred and ripped. Chunks of rock and worm-ridden soil exploded outward. From one hole rose a clawed paw. Mr. Bear's torn-up cadaver arose, jaws opening wide with a roar, dripping cold saliva. Next to him squirmed the limbless corpse of Fleur de Lis, her broken horn sparking as she tried and failed to work a spell, more muscle-memory than will at this point since her conscious was no more. She was but an echo repeating past actions from life, sparks shooting uselessly as her magic fizzled out no matter how many times she made an attempt. She hissed and snarled and thrashed helplessly under the dirt.

With dirty claws the bear dug her up. He tossed aside pockets of dirt and chucked her from the hole onto her stomach. But his blank white eyes no longer saw a fellow soldier. All he could recall was how good pussy felt from all the times he'd fucked Fluttershy and Tree Hugger. He pinned her down, not that it was difficult, and sunk a maggot-ridden cock into her cold pussy, her buns bouncing while he growled and slammed into her. She gurgled under him, staring ahead with blank eyes, teeth clenched all the while. He humped her for quite some time. Then emptied the cool remains of his nutsack into her.

Still not satisfied, he sunk into her relaxed asshole, squeezing his paws into her slender shoulders. His drool leaked over the former model while he speared her, and she continued to try working her telekinesis, a few twigs and pebbles stirring as she managed to summon traces of her aura. Eventually he came inside her ass, more of his watery discolored semen leaking out.

Moving to her face, he wrapped his claws around her skull, forcing her maw open so she couldn't bite down. He brutally skullfucked her like her gullet was a wet pussy, grunting each time his furry hips drove in all his length. She practiced her spell the entire time, more sparks erupting from her broken horn, and his spunk filled her mouth, exploding from her nostrils.

He slumped over with his cock still buried in her throat. With one last attempt her horn glowed, and debris was pulled from the Everfree around her, vines, tree limbs, rocks, and other such things floated by her aura, building a composite replacement for her lost limbs, which she somehow managed to animate through extensive concentration despite her numbed, single-minded brain. However even in this state she still cared about aesthetics, making these extensions as lovely as possible.

She pushed the bear off and almost drunkenly rose to her new hooves which she tested experimentally. The forest radiated with life. The kind that she was able to turn to her advantage. She started to wander towards the airship some distance away, and Mr. Bear lazily rose to follow, what little remained of their minds recalling it had somehow been important to them.

*****

A visit to the Atrocity Exhibition allowed Starlight Glimmer to witness the latest results of her projects. Rows of breeding stocks were lined up, mares trapped within them, as she brought a variety of beasts in to help the slavers breed them. With a touch of the right magic from the Necronomicon their wombs would become compatible with anything, allowing the broodmares to birth more monstrosities which she would enslave. Already several churned with offspring. Of course a number of them didn't survive the impregnation, their torn up barrels exploded into a messy of blood and guts which spilled across the floor.

“Such a waste,” she observed with a tsk. Her staff struck the ground with a clang that echoed. Screams and whimpers surrounded her as she went down the aisles, taking in the violent breeding acts around her. Spunk oozed from them as they were mounted one-after-another, routinely pounded into submission, particularly newcomers that needed to be broken in.

Her cunt ached at the sight and she rubbed a forehoof over her swollen clit. Then she took a taste of her marecum with a smack. “Remember, those who please me get all the pussy one could ever want!And those who fail me...” The staff pointed at the special section where stallions transmuted to mares were brutally gangraped until they were thoroughly broken.

First she checked out her initial work; changelings taken from the caverns below, cast in cold liquified steel, which hardened into an armor-like shell. This glistening swarm would be soldiers in her new army. Like a plague of locusts that would sweep across Equestria. She loaded them down with rifles and explosives, ready to use them as suicide bombers if need be.

Next came the statue of Spike which she similarly cast in mechanized armor, reforging him with a combination of science and magic, until he was a weapon of mass destruction. The golem was nowhere near as powerful as the original Spike at his height, but he was still rendered a potential weapon of mass destruction, like a flying fortress that would rain down death. He hissed and breathed scalding hot steam from his nostrils. Crimson eyes burned under the metallic sheen of silver scales.

Lastly she came upon what she dubbed her magnum opus. Most of the stallion's body had been blown to scorched chunks from a grenade explosion. However the rotted remains had been recovered, including the head of the pegasus, and she worked another spell from the Necronomicon, locking the reanimated corpse portions into a suit of obsidian armor.

From her opened grimoire rose a swarm of evil spirits, howling and flying about above her, before they seeped into the dark metal to empower it. Normally these creatures would hesitate to take corporeal form, as they could be destroyed in such a state, but she forced this state upon them, knowing it would make her creation far more powerful.

She waved Sunburst over who she'd forced to come along. He stumbled over, defeated, flickering on occasion. “Did you know Pestilence wasn't originally one of the Four Horses of the Apocalypse? Before him there was Conquest. Well, why not make that a reality and complete the set?” She tittered with dark eyes. “This black knight will be my champion!”

A horned and winged suit of pitch black armor stood before them, complete with an ebony sword at his hip, which radiated from the scarlet runes embedded in its blade. What had once been Flash Sentry was now a reanimated tool of the cult. The one warrior left she believed could potentially challenge Shining Armor in swordplay. He bowed low. “I exist to serve, mistress.”

*****

Advertisements were passed around and stuck all over the nameless village, and human Trixie unfurled a hastily refurbished wagon, inviting all the male donkeys she'd seen wandering around to participate in her show. Fuschia and Lavender readily agreed to help, as did a rather curious Beatrix Belladonna, despite her mother's reservations. However she knew her daughter would someday take her place, and she reluctantly allowed her to come, deciding it wasn't her place to hold her back whatever choices she made. Lastly came mare Trixie, who refused to be shown up by her counterpart.

Fireworks exploded across the starry skies. They hadn't had but a couple hours to prepare, but mobs came to see what the fuss was about, as little of note ever happened here since they were secluded from the outside world. A number of treasure chests were laid out to collect bits. She charged a mere one bit to come see the performance, but tips were well encouraged, and she took center stage with her sidekicks and her daughter at her sides. They bent over, ready to be mounted by a line of donkeys.

The moon shone down upon Flurry Heart who watched from a treetop, partially covering her face with her wings, which she peeked through. She knew father wouldn't want her to watch...which only made her more curious. “Oh wow!” She flushed as the performers were fucked silly, each time a donkey finished in his fuckhole of choice another one in the line took his place.

Her loins burned. She knew this shouldn't turn her on, which only made her wetter. She chewed her lower lip, rubbing her lovebud, tons of gleaming bits being freely tossed into the treasure chests until they started to overfill. Capper would collect the coins in a sack, struggling to keep up with the insane amount of bank they were making in a short amount of time.

It was the dirtiest yet somehow sexiest thing she'd ever witnessed. Maybe because of how taboo it seemed?

The show surpassed even human Trixie's lofty expectations. But she knew they could take it to the next level and earn even more. “Perhaps the audience would like to participate? For a mere fifty bits, you may come on stage and cum upon us!”

Onlookers practically trampled each other as they rushed at the opportunity, and Capper made certain they all paid their fate, allowing dozens of stallions and even the occasional mare onstage. Load-after-load was fired all over the showmares, soaking their coats and skin in a white, sticky film, which drenched and dripped from them. “Double your fair,” teased human Trixie. “And you can shoot it in our mouths!” There were a number of takers, and they opened their maws wide, taking dense sprays of splooge which filled their gullets. They gargled and swished them between them, swallowing the slimy, messy seed down.

Within moments Capper dragged out a large bathtub, and the performers settled into it cool porcelain confines, lazing about and welcoming another round of cumshots that splattered all over them. “Fill it up and the next hour is free,” she called. “Marecum is fine, too! Give it all to us!” More smelly masculine and feminine excretions washed over them in droves.

Pretty soon the sides overflowed with spunk and mare juices which they swam in. Cherry Jubilee's face was red as her namesake. “Is this even legal? Do you reckon the vice squad will be called on us?”

“We're probably the closest thing left to a vice squad,” admitted Shining who watched from a distance with her and a bunch of others from his crew. “They're raising bits for a good cause!” He wasn't certain whether he was trying to convince them or himself more. But why in Tartarus did Beatrix Belladonna have to participate?! What shamed him even more was how own cock slipping from its sheathe, dripping and twitching. Not that anypony cared, since they were all just as hard or wet.

He couldn't look away and lost count of how many donkey dicks they'd taken. “Let me help, sweetheart.” Jubilee draped her middle-aged mammaries on him, full and swollen with age, and she wrapped a forehoof around his shaft, slowly stroking it from the base to the flared tip. “It's so hot and large,” she whispered in a sultry manner into his twitching ear.

With her other forehoof she scooped up a wad of his cream, licking it up with a smack. He was thankful they were hidden at the back, away from most of the clustered up mobs, affording them a bit of privacy. As the show wore on, she became bolder, kneeling before him and taking his length into her mouth. She suckled as his forehooves dug into her well-kempt mane. “Mmm,” she moaned taking him all the way into her warm throat. Slurps sounded as her tongue rolled around his veiny meat.

Again Beatrix was watching him, lathering her jiggly tits with semen and mare honey, and he looked away with a blush, still able to see her from the corner of his eye. Wanting to finish up quickly to relieve his aching balls, he twisted her mane behind her head and hammered into her face, not that she seemed to mind as drool leaked from the corners of her colored lips.

His dark penis fired upon the roof of her throat, drenching her mouth with hot cream, holding her in place until he finished with an animalistic grunt. “F-fuck...you're good. So nice to have an experienced mare.”

“You flatter me hun,” she said wiping her messy mouth. “I haven't gotten properly laid in some time. What that parasite made me do hardly counts!” She turned so that her foal-bearing backside faced him, swishing her tail to expose her nethers. “Maybe when we have more time I'll let you properly rut me...” She tittered when he smacked her ass so hard he left a hoofprint.

“Careful. I may take you up on that!” He sent her away with another slap on the flank.

By this point it was well past midnight and onlookers were busy getting shit-faced, dozing off, or trying to subtly get it on with their partners or in some cases strangers. No doubt a number of ponies would bankrupt themselves tonight!

This show wouldn't be good for his army's reputation. But he consoled himself with the knowledge it was unlikely they would return. What would likely be the last stretch of his campaign fast approached, and he had a premonition that he'd see quite a few of his fellow soldiers meet their end in the coming battles. He looked at all those present with a forlorn expression.

*****

Princess Blueblood sneaked away from the show to take a leak in the forest. “How uncivilized,” she observed with a swish of her blonde mane. She stopped by a river running through the dark Everfree, studying her reflection in the crystal clear waters, a warm smile and bright blue eyes shining back. “Not at all like me! Oh, I'm so lovely!” She whistled at herself.

Perhaps it wasn't so bad being a mare after all! Granted she still resented losing a shot at Rarity, but at least the fashionista was happy, and there were plenty of other fish in the sea! With a quick look around to make certain she was alone, she hiked up a leg, moaning low as a warm stream escaped her urethra. “Ah...” She closed her eyes, emptying her bladder on a tree.

She didn't notice a trickling stream that crossed her own until she reopened her eyes. The half-shredded corpse of Mr. Bear stared at her as he pissed too, and with a shriek she turned tail and tripped, pissing the last drops all over herself. “N-no!” She wailed and ran, using her lit horn to lift up twigs and pebbles, chucking them behind her in the vain hope it would distract him.

She ran directly into Fleur, the pallid unicorn standing upon limbs made from her earthy surroundings. Her pallid coat shimmered under the moonlight peeking from the treetops. “Fl-Fl-Fleur?! It's too much!” Her eyes rolled into her head when she fainted onto her side, landing with a thump on the earth. The pair of undead closed in on the Princess...

Author's Note

:trixieshiftleft: Shit is about to get real! :trixieshiftright:

Chapter 22 - The Quickening

Luckily for Princess Blueblood not everypony came to Trixie's Donkey Show. Derpy and most of her workers stayed behind, remodeling the airship to her specifications, aware that their enemy wouldn't be idle either. It was an arms race to see which side would succeed. With Time Turner's knowledge she had a certain edge...but they lacked the sheer resources of the cult.

A member of the crew had sneaked away on a bathroom break, hoping to catch a little of the wild performance not that far away, when he'd spotted Mr. Bear rutting an unconscious Blueblood while Fleur looked on with her head tilted. He immediately galloped to inform Derpy, who arrived with a small army in tow, including Sunset Shimmer who'd also foregone the festival.

Derpy's coat billowed behind her fluttering wings as she raced to the forefront, Sunset racing by her side. She brought her tranquilizer rifle and filled it with enough sedatives to down an elephant, hoping it would effect them. She didn't understand magic well, especially when it was of the black arts sort. “Keep your distance,” she whispered to her companions.

They crept up in the Everfree's gloom, broken by small rays of moonlight. Leaves fell and drifted in the gentle zephyr. She took careful aim, hoof on the trigger. Fleur's ear twitched, hearing the subtle crunch of twigs despite Blueblood getting railed wetly by Mr. Bear beside her with his claws around her waist. More than that her newfound limbs were of one with the forest which enabled her to feel the vibrations in the air. She hissed and struck out with her makeshift forehooves, the tendrils lashing out.

With a blink Sunset teleported herself and Derpy out of the way. The other soldiers scattered about them. “Bloody Tartarus,” cried Babs Seed whose cape whipped about her as she readied a grenade. “Should I blow the bitch up?”

“Yes,” called Sunset who frowned at the zombies with misty eyes. “It's obscene. Let's put them to rest!”

“Wait,” said Derpy. “Capture them. I want to study them!”

Sunset shot her a dark look. “Are you insane?!” The words just kind of slipped out, harsher than she intended, but she couldn't help but wonder how much the transfer of Time Turner's knowledge had affected the gentle pegasus. “It's not like we can change them back to normal!” But Diamond Tiara was already trying to subdue the pair, straining to envelope them in her aura. Silver Spoon balked as Mr. Bear dropped Blueblood and charged at her, only for a dart to pierce his hide and drop him.

His furry bulk shuddered and groggily tried to rise, but the drugs were still able to affect his muscles, paralyzing him more-and-more by the second. His almost colorless eyes fell shut. A few flies buzzed about his partially torn open carcass.

Fleur proved more resilient, dancing with a certain grace as she dodged more darts and spells, her own horn lighting up as she shattered Tiara's aura and sent the mare flying. “By Celestia,” cried Diamond with a scrunched up face as she tasted wormy dirt and spat it out. “I knew she was one tough bitch, but...” She squeaked when vines wrapped around her barrel.

A couple of ribs cracked under the strain, and she screamed, thrashing before the cold glare of the unicorn. A few tears and snot dribbled from her nostrils, warm urine escaping down her legs. Was she going to die such a stupid, pointless death?!

Silver Spoon reacted without thinking despite all her instincts screaming for her to preserve herself, both forehooves slamming a hypodermic needle into Fleur's neck. The former model spun to face her, baring an open wide maw, and she almost fainted at the sight, a backhoof slamming into her gut, making her crumple and vomit, hitting the ground so hard her glasses cracked.

But within moments Fleur wobbled in a daze, dropping Diamond who huffed in a heap, her earthen limbs slithering about even once she felt unconscious. Eventually these pulled to a stop, too. Derpy hovered over her body, stroking her chin. “Fascinating. She's somehow able to cast spells even after her death. And look at those limbs! Did she create those all by herself?!”

“She was perhaps the most skilled soldier in Shining's force,” said Sunset in a soft voice. “Please, allow her to rest.”

Diamond rubbed her aching side with a curled lip. “Screw that! We should use them as soldiers. Face it, we need the numbers!”

“You have to be kidding me! First of all, it's not like we can control these things, and moreover how would you feel if somepony wanted to use your body that way after you died?!” She grabbed Tiara by the cape, trying to shame her.

“I'd say go for it! I wouldn't be around to give a crap anyhow! They're just a couple of corpses now!” Tiara rubbed cracked and bruised ribs. “L-look. I don't want to be cruel, but we could save more lives with their help, right? Weren't you dabbling in the black arts or something? That's what Tree Hugger let slip the last time we met to meditate. Can't you control them?”

Sunset groaned. She'd have a talk with the hippie later. “Maybe I can.” With her crystal pony form her potential had been unlocked; she could probably master almost any spell quickly. “I simply...don't think it's remotely moral.”

“Yeah, well we're in the middle of a war. Sometimes you have to make tough calls,” reminded Tiara.

“I don't accept that. And you!” She turned to Derpy, who was busy taking notes as she looked over Mr. Bear's and Fleur's unconscious forms. “Don't you care?! Or is satisfying your curiosity all you care about now?!”

“It's not like that Miss Shimmer,” assured Derpy whose eyes wandered in different directions as she frowned. “It's true I want to learn everything I can, but what she said is true. They're most likely mere shells now. Echoes of what they were. It seems they can still feel a form of pain and pleasure, though, even if their souls are no longer animating them!”

“I say we do it,” said Babs who spat next to her. “We could use 'em and those punks'll be sent runnin' scared shitless, yeah?”

“I have to agree with Sunset,” said Silver who collected her broken glasses and put them back onto her bruised face. “W-we should let them be. We could say a prayer to Celestia and burn their remains so that they'll finally be able to rest.”

“No use wastin' prayers on Celestia,” said Babs. “She's dead an aint comin' back! Better find a new Goddess to worship!”

“We'll let Shining Armor decide,” said Sunset who enveloped the undead in her aura and lifted them up. “He's our leader, after all.” She wanted to believe he'd make the morale choice. But she also knew how desperate they all were. Silver Spoon checked on Blueblood, and hefted her onto her back, carrying her back towards the ship with the others.

“Careful,” reminded Derpy. “I think they're safe to touch...but Blueblood's probably been infected.” She nodded at the unicorn's loose holes, her eyes wandering apart. “I should be able to reverse it...” She lowered her voice. “I hope. Better make haste, just to be sure!” They headed towards the lab while the overpowering smell of sex wafted from the nearby villa.

*****

With the insane amount of bits earned from the show, Shining's army was able to purchase an excess of supplies, which were loaded down onto the airship. The silvery hull shimmered under the breaking sun. Most of the crew had little sleep, and yet they hastened to prepare, knowing that their leader intended to launch the last stretch of his campaign soon. He'd put it off for some time, uncharacteristically hesitant, dreading how many would likely be lost once the assault started.

He called his lieutenants to the war room, pointed at the well-marked map which was tattered and frayed at the edges, circling the relevant portions. “...a three-way attack. Flurry Heart, Beatrix Belladonna, both Trixies, Fuschia, and Lavender are heading south to stop the Smooze. They have a plan.” He breathed a sigh, hoping it was a good one.

“The rest of our numbers will be divided to launch a two-pronged attack on the Atrocity Exhibition...and the Crystal Empire's ruins. I know it's insanely risky, but I'm going to wipe the cult out once-and-for-all, make certain they don't rise from the ashes again! We're going to take back Equestria no matter what it takes! Are all of you still with me?!”

Cheers sounded around the round table. Glasses clinked and swigs were taken of the finest wines which Capper had purchased to celebrate. He could see doubts reflected in a few faces, but they were all loyal to the cause, even if some had less than altruistic reasons to help him. However, he was convinced everypony here wanted to preserve a dying Equestria.

Cherry Jubilee emptied her goblet over her humongous breasts as she leaned back in her chair, moaning and partially closing her eyes with a lip smack. Capper leaned in to clean them, and while he was far from her first choice she allowed him, as he traced circles around her fleshy orbs. He took her wide nipples in his teeth, nibbling and pulling on them with wet sounds.

Paws traced up her foal-bearing hips and buttocks slightly plump with age. He was tempted to give it to her then-and-there in the meeting room, but she blocked his attempt to touch her slit with a forehoof and a shake of her head, and likewise when he tried to work a digit up her rump. “Sorry sweetheart, I'm preserving those for Shining. Feel free to get yourself off, though.”

He shrugged, continuing to grope the little tease to his heart's content. It's not like he could complain! Still, it was nice to have a more mature mare for once. A shame she wouldn't let him show her why he'd gained a reputation as a gigolo! He drove his cock between her mounds, which he pressed together, not caring who saw them after the nasty show Trixie put on last night.

Sunset shook her head. “Must they do that here?”

“It could be their last chance to have some real fun,” said Shining who decided not to interfere.

“I suppose so,” she relented with a shake of her head. Granted she'd grown to love kinky sex much as anypony, but she at least had the class not to do it in public! What bothered her more was that Shining allowed Derpy to run some experiments on Fleur and Mr. Bear, undecided on what to do with them. At least it seemed Blueblood would be okay according to the tests. She'd taken some medicine bubble butt had whipped up, and was now peacefully asleep in the hospital wing under watch.

A purr escaped Capper's strained expression, his cock spurting ropes of cum over Cherry's barrel. He rubbed his tip over her tits, lathering them with his cream, and she giggled at him. “Not bad,” she admitted. “I may offer you a chance...someday.”

“Now I have to come back from this mission alive,” said Capper who pulled on his whiskers.

With a bow he took his leave. He walked with a skip in his step, adjusting his open coat, and made his way to the hospital wing. Blueblood laid in a bed, dazed and connected to medical equipment, including a tube down her throat. She would whimper on occasion and urinate a bit of dark blood into a bedpan which Rarity and Pinkie Pie would clean. Spike lazed nearby.

“Thanks for looking after me,” whispered Blueblood. “This is all so undignified.”

“Don't sweat it,” said Pinkie who beamed. “With Nurse Redheart gone, they need volunteers like us!”

“I know. But it's a lot to ask,” said Blueblood whose blonde mane fell fetchingly over her delicate features. “I suppose I'm lucky...if my current state could be considered such. Poor Fleur de Lis and Mr. Bear!”

Further into the lab a heavy cage had been set up, in an area that was hidden, an enchantment prepared to help muffle the noise. The cat crept closer, taking a shifty look around him, and almost silently lifting a keyring on the wall. Derpy was busy running tests, scribbling notes on a pad, samples taken from the zombies laid out in petri dishes before her.

He slipped into the dark area where Mr. Bear rattled his cage, growling and drooling. In the adjacent one he saw Fleur curled up in an almost sensuous manner, staring blankly ahead as her tail swished. They had locked her cracked horn in magic-numbing chains with a padlock; not quite as effective as a neutralizing ring but she lacked the magical ability to break it.

Both of them also had shock collars with a leash-like chain attached to a wall placed around them, just in case. He swiped the remote control too. His heart hammered. He knew it was wrong. But he was simply too curious. For his last precaution he drank a special concoction Derpy had whipped up to prevent Blueblood from being infected, ensuring it was unlikely he would pick up any taint. With a quiet click he opened the creaking door, closed it behind him, and wandered closer to her.

She'd been cleaned and even doused in a bit of perfume. Even in death she almost matched her beauty in life. For safety's sake they had removed her self-made foresty limbs, and replaced them with plastic stand-ins, which she could move to a certain extent. Sometimes she would look at these extensions and whimper, vaguely recalling what she'd lost.

With a trembling paw he reached out and stroked her cheek and mane. She tilted her head, cool to the touch, eyes so pale they were a milky white. He could see her discolored veins vaguely under her flesh. She pulled closer to him, his palm sliding down her lithe back, until it brushed over her soft flank. The chain was taut. She made a mewl-like sound at his touch.

“What am I thinking?! I...I should go,” he mumbled and started to turn. She bared her teeth and snapped at him, managing to grab his tail and drag him down. He fell onto his furry butt with a thud. She moved much faster than he would've thought possible, throwing her weight atop him and pinning him down. He reached frantically for the knocked away remote.

She rubbed her marehood over his barbed junk, which hardened under what moistness still remained in her vagina. She lowered herself onto him, taking him in, and something between a hiss and a purr escaped him. Plastic forehooves pushed upon his wiry chest, and she rocked atop him, hungering for some form of release. He'd always fantasized about her, but never dared approach, knowing her picky reputation. Was she anything more than a lovely shell now? Her mounds rubbed over him each time she pressed down, and his paws curled around her asscheeks, gazing into her empty eyes as she picked up speed.

She licked his face. Grumbled with an increasingly desperate desire. Her buttcheeks jiggled each time she humped him with a needy force, driving his soft-spined cock in over-and-over, until his face strained on the edge, his goo finally washing her cold insides. “A...ah,” he cried as she continued to ride his softening penis, her face twisting with annoyance she couldn't get off.

It started to hurt when her walls clamped down on him, her mannerisms demanding he sate her, not that he probably could no matter how skilled in bed he was. His claws poked into her supple cheeks, his compact form tensing beneath her.

A buzz sounded from the collar, and Fleur shrieked, drawing away from him. She retreated into a dark corner with a whine, the chain rattling as she curled up in a fetal position. “Dare I even ask?” Tree Hugger looked over the half-conscious cat with sleepy eyes. “Like, I'm not one to judge, but trying to make a zombie your sex slave is a bit much, you know?”

“It...was a temptation,” he admitted. “I mean, it's not like she has a soul anymore? She's pretty much a doll.”

Dreadlocks shook around Tree who tsked. “Weirdo. Granted, I'm sure Mr. Bear totally would like another shot at me...but it's just too unnatural, you know?” She looked through the bars at the other cage where the bear paced around. “Putting aside morals, he died to save me, and it just wouldn't feel right using him like that, even if he wants it.”

He rose to sit on his bottom, looking at a trembling Fleur with drawn lips. “You're right. I wanted to believe without a soul animating her whatever pain or pleasure she showed didn't matter, but that's not true, is it? Poor lovely Fleur.”

With a heavy sigh he rose to his feet. The airship would take off soon and it needed a Captain. What to do if he survived this mission? Sail the skies? Finally settle down? Seek out treasure? He wasn't really the heroic type. He simply did whatever felt good. After a last look back at the unicorn, he headed to the bridge, psyching himself up for what was to come.

*****

Back in the hospital Sunset Shimmer wandered in, her translucent, crystalline form sparkling under the lights. She trotted her way over to Blueblood's bedside with a sympathetic frown. In this new shape she mastered all sorts of magic quite quickly. She reluctantly agreed to turn Fleur and Mr. Bear into soldiers in their army, despite her moral reservations. She hated to use a pair of old friends like this, even though even the usually good-hearted Shining was convinced it was worth it if they aided his cause.

There was a time when she'd felt he saw the world too much in black-and-white; but for once their positions were reversed and he was shedding his morals for the sake of practicality. “Must be the shady new recruits he's gathered into his army over time,” she mumbled. She also hated to dabble in the black arts, but in her new state at least they couldn't corrupt her. She'd learned the reason why, no doubt a gift from Foal-Bearer and Wet Nurse, which now lied within her bosom; the fabled Crystal Heart.

It had regrown inside her upon her rebirth, now animating her in the short time she had left. For the moment it was compact, but she was certain it would someday brim with unimaginable power. Rarity and Pinkie parted to allow her by. She stood over Blueblood. “I'd like to try something. It's risky, I'll admit. You could heal better than ever...or die almost instantly.”

Blueblood gulped hard. “Well, at this rate, I may never be quite the same again. I'll try almost anything!”

“Are you certain? It's an experimental spell. Once I start it, I won't be able to turn back.” She took Blueblood's forehooves in her own. “Make absolutely sure.” The Princess nodded once. “Okay...here goes.”

Her horn lit with a brilliant flare. Crystalline sparkles danced from base-to-tip as she drew an immense power from the Crystal Heart not caring how much it might shorten her life. To save a friend, even one she didn't know too well like Blueblood, she'd sacrifice almost anything. Her sole regret was that Fleur and Mr. Bear were far too gone for her to attempt this on them.

She touched the tip to Blueblood's own horn, their eyes closing, and their bodies shimmering as she transferred a small portion of the Heart's power to her. The Princess turned translucent as magic rushed over her, glittering in a similar manner, until she too transformed into a crystal pony, the infection cleansed from her system as new life was breathed into her.

Once Sunset withdrew the spell the audience looked on stunned. Blueblood batted her sparkly lashes in a delicate manner. She rose from the bed and stretched. “I...I'm reborn, better than ever!” She threw her forehooves around Shimmer, kissed both her cheeks, and broke into happy sobs. “Oh, what a wonderful day! Thank you so much!” She kissed her lips without thinking.

Sunset smiled and laughed it off, hugging her back. “You're welcome! I was worried it wouldn't work...glad I trusted my instincts!” She could probably turn everypony into such if she wished, but she didn't want to risk burning out the Crystal Heart, not when she still needed to confront Starlight Glimmer. “You're magic should be more powerful now, too!”

Blueblood's aura surrounded a bunch of pillows all over the hospital as she juggled them above her. “Wow, I can't wait to put my magic to a real test! Thanks again!” She embraced and kissed Rarity, Pinkie, and even Spike, before cantering off.

“She's so silly,” said Pinkie. “On another bright side, we won't have to clean her bedpans anymore!”

Rarity waved a forehoof in front of her nose at the memory. “It's not like she could help her...unpleasant condition. And she is lovelier than ever,” she admitted watching the sway of Blueblood's shapely hips and buttocks as she vanished out the door.

“Still pretty annoying, though.” Spike flicked his fin-like ears.

“I could probably whip up a spell to make Blueblood a stallion again,” noted Sunset.

“Yes, darling. But I do believe she's grown to like this new form? I should ask her,” said Rarity.

“We could use a few more stallions around here,” noted Pinkie. “They're almost on the verge of extinction!”

“Blueblood barely counts as a stallion,” mumbled Spike.

The ship started to vibrate as Capper fired it up. With the revisions finished they were ready to launch their final assault. Once the Captain made certain everypony was aboard, the moving fortress lifted off, fumes spraying from below it as the forest whipped around its hull. The hum inside its interior sounded louder. Soon the ship split in two; one part headed for the Atrocity Exhibition and the other to the Crystal Empire, while Flurry and her small party went to stop the Smooze in the south.

Celestia's symbol scarred a rising sun. A new dawn was breaking on Equestria...

*****

However the cult of the nemesis was far from idle either. A swarm of armored changelings beset Baltimare, their exoskeletons coated in liquid steel which had hardened glistening under the sunlight, as they blotted out the sky in sheer numbers. A shadow fell over the dusty town where the citizens tried to rebuild. They screamed and broke into a run as the monsters dove in.

Some were skewered instantly, spear-like skewers impaling them. Others were raped in the dirt, not caring if they were male or female, only that they could fill them with their eggs to bursting. However they shared a hive-mind and ultimately had to obey their Queen, which they now saw as the current bearer of the Necronomicon, Starlight Glimmer ordering them to bring back as many sacrifices as they could for the cauldron. Those who fired upon the insects were set upon like they were a plague of locusts, stripping the flesh from bone in almost an instant, bloodied skeletons were hardly a strip of meat left behind in their wake.

Blood washed over sandy streets. Screams died within throats. Torn limbs were scattered about like so much refuse.

Within a mere hour an entire civilization was spirited away or wiped out to the last. Those who weren't carrying captives swept on to the smaller civilizations scattered across Equestria. With their insectoid eyes which could shift to see an a variety of spectrums, even those hidden under the thicker parts of the Everfree were laid bare, defenseless before the onslaught.

In the Crystal Empire's ruins the cult leader cackled, more convinced than ever her ultimate victory was assured...

Author's Note

Lucky for Blueblood I'd planned on giving her a reprieve! Not so lucky for the citizens of Baltimare...

Chapter 23 - Last Dances and Last Stands

Holding hooves (Or hands in the case of human Trixie and Beatrix Belladonna), Flurry Heart teleported her small party to a safe area in the southern portion of the continent. Of course that was relative now that the Smooze had flooded the land, more slime spilling from holes ripped into reality. Thousands upon thousands of bloated carcasses lined the gelatin's interior, including the inhabitants of Los Pegasus and other such settlements that hadn't yet been broken down into a food source, humans-turned-ponies from that other world, and animals swept up from the surrounding countryside.

They perched upon a particularly thick treetop which overlooked the drenched land. Yellowish-green slime sloshed about with subdued pops. It had started to contaminate the oceans, hungering for more life to absorb and aid its cancerous growth. Fuschia and Lavender held each other, shaking. Mare Trixie shook her head, scowling at the sight. “What a waste.”

“No worries,” said Flurry. “I'll teleport us out if it gets too dangerous!”

“You didn't need to come mom,” said Beatrix to both Trixies. “Why put Lavender and Fuschia at risk, too?”

“Nowhere in Equestria is safe anymore,” reminded human Trixie with a hand planted on a hip. “I mean, don't get me wrong, I hope Shining's army is okay, but going to the Crystal Empire is suicide, let-alone the Atrocity Exhibition! Trixie will take her chances here! Plus, I want to see my daughter's grand plan play out! You'll be the heroine who saved Equestria!”

“If it works,” said Belladonna with uncharacteristic doubt. Her hands were trembling when she reached into her cape pockets, withdrew the bottle, and let the Smooze portion she'd befriended free. The puddle leapt out and formed into the shape of a naked Flash Sentry like before, standing on a tree limb like the rest of them. “Sooo...are you ready to do this?”

(I am. Thank you, Beatrix Belladonna, Flurry Heart. You have taught me much about the world in the short time I've known you.” He studied the rest of the mass he'd detached from to develop his own identity. (I can never make up for what I've done.)

Beatrix's lower lip trembled. “Don't say that! I'll always accept you, no matter what happens!”

“Yes, you'll always have a place with us!” Flurry nodded rapidly. “We all make mistakes! I destroyed the Crystal Heart when I was just a foal! I didn't know any better!” She sniffled, thinking of her past, and the mother she never truly got to know.

(Every second means another life is lost. I must go.) He slid down the trunk until he reached the limb closest to the slime without being submerged in its glistening surface. (You can understand me, can't you? I was once a part of you.)

The river of sludge stirred, mutating, until a huge mouth formed upon its surface. Blobs dripped from its messy maw when it struggled to speak. (Traitor.) Another face arose in the distance. (Defective.) Yet another face. (Return.) The mass moved like a tidal wave to consume him. He prepared to defend himself, when portions of the Smooze arose to protect him, smaller in number but managing to hold the tsunami off, as a civil war raged within the bubbling abomination. (Insane!)

He allowed the portion of the Smooze which guarded him to envelope his form, growing larger-and-larger, until he stood like a titan over the land, still resembling Flash as he wrestled with the gelatinous sea. He strained to keep up...yet his muscles strained as the bulk started to force him down. Whichever mass won the struggle would surely absorb the other.

Flurry stamped a hoof. “Can't we do anything to help?!”

Fuschia and Lavender wet themselves with a shared whimper, still holding one-another. “We don't want to die!”

With a bite of her lip, Flurry prepared to blink them away. “Come on, come on...”

“I have a backup plan,” said Beatrix who steeled herself. She withdrew another potion from her cape. “Witness me, mother!” She popped the cork and downed the experimental alchemical concoction. It burned in her belly. She suddenly felt nauseous, her insides twisting and turning, and for one horrible moment she wondered if she'd made the worst mistake of her life. She doubled over and clutched her midsection, eyes watering as she chucked up bits of sick. “C-can you hear me, Smooze?!”

(I hear you.) He strained, brought to one knee under the rolling wave that surrounded him.

“Th-then absorb me! Use my power!” She stumbled to her feet, snapped to dematerialize all her clothes, then dove like an athletic swimmer from the tree. He seemed to sense her plan and moved to catch her with an outstretched hand.

Flurry screamed. “Beatrix! No!” She prepared to teleport and grab her, but mare Trixie grabbed her horn hard. “Ow!”

Beatrix vanished into the titan's hand with a splash, taken inside the giant, who absorbed the magically boosted power inside her. She'd whipped up a potion used to empower one's potential to insane degrees, despite knowing it would burn out a mage rather quickly and almost certainly kill its consumer. But wasn't it worth it to make her parents proud?!

“N-no,” sniffled Flurry who watched her vanish. “Sister!”

“Wait,” said both Trixies as one.

They watched the giant undergo another mutation, becoming even larger and shifting, until it took on a new form. A nude Beatrix Belladonna arose with a stretch, arms raised and a lazy smile crossing her face. She planted hands on her hips, seeing the ocean of Smooze part before her, sensing the power that now radiated now that she'd combined with her ally.

“Wow. This is so neat! No time to waste, though!” She took a step forward, scooping up handfuls of the comparatively defenseless sludge which tried to retreat, absorbing its essence into herself. She felt more alive than ever! However, the work would be slow, and there was much to be done. She couldn't stop until the last trace of the Smooze was one with her.

The onlookers watched in slack-jawed awe, hopeful that their allies fared as well...

*****

The wheel turned as Capper sailed the skies. He'd been given the bulk of Shining's force, the latter deciding to take a smaller party to infiltrate the Crystal Empire, and likewise his portion of the airship was the more well-armed and well-armored one. Of course they would need it to stage an all-out assault on the rebuilt Atrocity Exhibition. Most of his team were on the bridge, but since the CMC decided to go with the other crew, Rarity, Pinkie Pie, and Cherry Jubilee took their places at the controls.

Also on the bridge were Spike, Blueblood, Vinyl Scratch, Octavia, and Lyra. Tree Hugger remained in the hospital wing to look after the caged Mr. Bear and Fleur de Lis. The rest of the soldiers that still survived were also left with them, draped in all the enchanted armor Rarity and her workers could whip up, then armed with weapons similarly imbued by magic runes.

Spike paced on all fours, peering out the windows at clouds whipping about. “Think we have the numbers?”

“We'd better,” said Capper who gazed ahead. “It's a risk to split our forces, but if this works out, we'll wipe out the cult for good! Until then, it's smooth-sailing all the way.” He looked over his shoulder and winked at Rarity.

“This could be our last taste of peace,” mused Rarity who was busy stitching a new scarf. “So much beauty within Equestria...brought to ruin.” She studied her latest half-finished creation, reminded it too would likely be destroyed.

“Then we'll just have to make it better than ever!” Pinkie tried her best to act chipper, but her mane and tail remained straight, and she'd sometimes cry in her sleep, remembering friends and family lost. Thankfully Rarity and Spike were always there to comfort her. She twerked her posterior at the onlookers, making them laugh and whistle to break the somber mood.

“Shake it baby,” said Spike with a lick of his lips. She winked and smacked her butt hard.

Pinkie's grin split her face. “Hey Rarity, want to join me?”

“I-in public?! W-well...” After the Donkey Show that Trixie put on this did seem quite tame. “Oh, why not?” She wasn't certain how many of them would make it through this. She put the controls on auto-pilot for the moment since most of their trip would pretty much be a straight line the computer could handle. “Come on all of you, feel free to express yourselves!”

Vinyl pumped a hoof. “Fuck yeah! There a sound system on this thing?” She followed the manual Capper handed her, and inserted a compact disc into a slot, ear-piercing rave music blaring over the speaks as she bobbed her head. She pulled Octavia and Lyra into her forehooves and kissed them, the latter soon playfully shaking her ass and tail with Pinkie and Rarity.

Cherry Jubilee hiked her saloon-style skirt, giving them a little striptease as she too gyrated her posterior, eyes narrowed to match a delectable smile. She stripped everything but her garters, stockings, and heels on her backhooves, standing upon them as she rocked heavy, pendulum-like breasts back-and-forth. She blew kisses to the dancing, whistling crowd with a wink.

Bolstered by her new appearance, even Blueblood shook her translucent derriere, albeit in a rather dainty manner. Octavia embraced Vinyl, dancing with her despite their different styles. Lastly came Spike, standing on his backlegs and thrusting his hips. Capper would take the occasional peek behind him, adjusting a mirror he'd set up complete with a pair of fuzzy dice.

Within the hour they were closing in on the Atrocity Exhibition. Alarms suddenly blared, and the interior was cast in a hellish red, everypony stopping at once. In the distance loomed a black shroud that closed in. Capper used a pair of binoculars to study it. “Spike,” he murmured seeing the mechanized golem now loaded down with a full arsenal headed in their direction. He cut the bouncy music and spoke into a communicator. “All soldiers to your stations! We're about to come in hot!”

He spun the wheel and dodged the first pass, a cone of fire grazing the hull's side. A bit of metal melted but held. Turrets unfurled all over the ship and rained hundreds of bullets on the beast. The newly installed cannons unloaded explosives which filled the air with fireballs. A few struck home despite the machine's deft movements, small chunks torn from its metallic shell.

Guns emerged from all over the golem, who fired back on their craft, which shook each time it was struck. They were almost evenly matched...but he had a small edge in speed and maneuverability. Another blast rocked the hull, which creaked and threatened to collapse, despite all the improvements made. “Damn!” He smacked a furry fist on the controls.

Spike rose with a fiercely drawn snout. “Let me outside. I'll handle him!”

“No Spike,” said Rarity who blocked his path. “He'll kill you!”

“We're dead anyhow if we don't try something!” He growled at this imposter racing for another strike, a combination of bullets, explosives, flame breath, tail, and claws ripping into their transport. “It's okay, Rarity.” She looked into smiling face with teary eyes. “I don't mind dying if it's for everypony here. Especially you.” He pulled her close with a claw and kissed her.

“Oh, Spike...” She placed the fire ruby around his neck. “Bring this back to me.”

Capper shook his head. “I know I can't persuade you, but I have an idea. All of you, to the escape pods. Your destiny is with the Atrocity Exhibition. As for me? I'll deal with this poor copy...in style.” He offered them a salute that turned into a wave. “Octavia, you handled things well on your own. You're in charge now. Look after them, will you?”

“Of course.” She directed the crew towards the emergency escape route. “But what about you?”

He waited until most of them had filed out, concentrating on dodging the golem, while Spike made his way outside from one of the cargo doors elsewhere to distract the enemy. “A proper Captain always goes down with his ship!”

She shook her head. “You survived the last crash! You can do it again!”

“For a beautiful mare like you? Yes, I suppose I can!” He dismissed her with a blown kiss, which she returned, before leaving too. He studied the readouts on the computer while he continued to engage in battle with the golem, making absolutely certain that every last crew member was off the ship. Even those most loyal to him were forced off at Tavi's demands.

Their Spike took potshots at the monster, his emerald flames melting its armor, to the point where some of the marble underneath laid exposed. It shrieked with a metallic ring, a minor annoyance soon proving a potential threat. The drake was forced to retreat under its returned onslaught, knowing one solid hit would mean a quick end.

Capper stared the mechanized abomination head-on. “Looks like Spike will finish the job after all,” he murmured remembering how another version of him had destroyed his last airship and charred his crew. At least this time they'd survive...maybe? He completely lowered all the ship's defenses, put all power into sheer speed, and raced ahead like a mad cat, laughing.

The transport smashed home at speeds so insane parts of the hull were ripped away. A tremendous explosion lit the sky. Fire rained down amidst a deafening boom, both machines reduced to a rain of molten metal amidst the impact.

Escape pods rained like small meteors on the Atrocity Exhibition. Turrets and cannons sprung to life, targeting the well-protected capsules, which crashed into the dome and shattered it. Slavers and hybrids raced to stop the invaders, who popped free of the egg-shaped shells, both sides well-armed and ready to take down whoever they crossed paths with...

*****

Derpy took command of the other airship, much smaller and less armed and armored, but faster and more evasive to make it for it. She hummed at the controls, which were more akin to a flight-stick, her eyes shifting in different directions. They hoped to make a sneak attack, if possible. With her were Shining Armor, Sunset Shimmer, and the CMC. The trio had agreed to serve as distractions if necessary, despite the risks, while the cult's leader was sought out and neutralized by any means necessary.

Shining tapped a pensive hoof on the floor. Shimmer took his forehoof, placing it on her warm breast where the Cyrstal Heart continued to grow. They shared a smile and a kiss. Thank you,” he said breaking the silence. “I'm proud of you all.”

“Yeah, yeah. Spare us the mushy stuff,” said Diamond Tiara who nonetheless smiled too.

“Brought enough explosives to blow those punks to Tartarus dozens of times over,” boasted Babs Seed. “Shame we don't have time for another quickie. Warms me up somethin' fierce before a mission!”

“Perhaps this will get the blood pumping?” Silver Spoon offered her a bottle of spicy cider.

“Nah, that's wuss stuff. Thanks anyway, mate.” She smacked Silver's rump. “Not how I wanted to spend our final mission.” She kicked back in her chair, forehooves behind her head as she blew hair from her face. “Just lie back and think of Equestria...”

“Heads-up,” warned Derpy who spotted a black cloud in the distance. “Trouble's headed our way!”

“Damn. Already?!” Shining exhaled sharply, already in his white armor, with his broadsword on his back. “Try to ditch them!”

“Far too many for that,” observed Derpy. “Head to my craft! I have a plan B!”

An angry buzz sounded outside as a mass of changelings swept over the ship. Some carried rifles, and fired on the ship, their bullets bouncing harmlessly off its polished surface. Realizing their weapons were ineffective, a few hurled themselves at it kamikaze-style, the explosives they carried turning them into living bombs. Gaping holes were punctured in several areas as the alarms sounded. “Snickerdoodles,” she cursed in her own old innocent manner. “Silver, take the controls!”

She raced over to a ruined area, spraying from a can, which welded the tear shut with a silvery liquid which hardened. Of course it wouldn't hold up to a real attack; at best it was a temporary band-aid. A few of the hive had penetrated the ship, spiraling down the corridors. Beams erupted from Sunset's horn, freezing several solid in ice; she dared not risk blasting them apart in case they exploded within the ship. Shining raised a heavy shield with his aura, leapt into the air, and beheaded several insects, a splat sounding and heads with lolling tongues rolling as green slime pooled under their twitching carapaces.

Diamond telekinetically lifted Spoon away from the controls as a spear-like stinger smashed into the controls. “Abandon ship,” called Derpy realizing it was a lost cause. “Run for it! My craft's not far!” They galloped away, fighting as needed.

The ship went into a nosedive. Fiery smoke billowed from its ruined surface. A snowstorm whipped around them with the Crystal Empire's approach. “Almost there,” called Derpy who pressed a button on her control, throwing open the doors as she made a dive for it. Shining's armor and shield were splattered in goo as he stood fast to defend their escape route.

A yelp escaped Babs as a changeling dove into her, smashing her to the floor. “Go,” he ordered Derpy who reluctantly closed the doors to the craft. With a wheeze and groan Time Turner's old invention made the longest hop it could into the Crystal Empire's heart. Soon it had dematerialized like nothing had ever been there, leaving an empty corridor.

He cut down a couple more changelings, directing his shield with his horn about him as they fired or struck, more dismembered limbs scattered about him as he raced to a pinned Babs. A suit of obsidian armor landed in his path, complete with metallic wings that shimmered in the eerie red light, reminding him of Famine. “No, it couldn't be! Flash Sentry?!”

A black sword lashed out at unbelievable speeds. Sparks flew as he barely parried in time. He saw Babs out of the corner of his eye, refusing to abandon her, but was forced to concentrate on the onslaught before him, the stroke of a dark blade driving him back. He was driven back, until he teetered with his back to a fissure in the ship, his mane and tail whipping in the gale.

Conquest suddenly tackled him, sending the pair spiraling from the airship, careening towards the snowlands below. Cold air bit into his skin below his coat. He twisted with his attacker, uncertain if he could possibly stop his free-fall with his magic...

More of the swarm flooded into the craft searching for more of Shining's force. They clustered around Babs Seed, who was pinned on her back by one of the insects, its stinger driven up her snatch, penetrating so deep it pierced past her cervix, hitting the back of her womb. She grit her teeth with an “Unf,” as it held her down and roughly fucked her. She bit her lower lip until it bled from pain and pleasure, a mixture of blood and natural lubrication leaking from her slit and over the pucker of her anus.

The others had abandoned her. Not that she blamed them. The mission took precedence. It's something all of them accepted. She couldn't fall back on magic like Diamond Tiara, nor was she skilled with finances and other practical stuff like Silver Spoon, but she'd discovered a talent for destruction! One she'd used to become a demolitions expert after Equestria collapsed.

She shivered as its stinger pulsated, egg-after-egg laid directly into her womb from the stinger's opening tip, flooding her uterus with a sticky green slime it packed in to seal them inside her. Her eyes glazed over from the aphrodisiac effect it enveloped her system with, in order to make its receiver more receptive and submissive. She fought to retain her dwindling sanity.

Her belly bloated and churned until she swore it would pop, swelling until it was like a balloon. Another changeling shoved his cock into her throat, lined in lots of tiny furs, cumming almost instantly. Goo filled her mouth and exploded from her nostrils. The ship continued to fall and burn around them, and they seemed not to care, knowing they could escape at any time.

With the last egg laid she felt the stinger pierce her gut, and her insides strained, tears rolling down her face as the tip pierce free amidst a small splash of red. They didn't need her alive to bear their eggs; they would simply carry away the warm piece of meat until their spawn hatched. She weakly reached a forehoof into a satchel hung at her side, laid atop the scarlet CMC cape, a reminder of old friends. She wished Apple Bloom, Sweetie Belle, and Scootaloo could see her final act of defiance!

She closed the hoof around the experimental explosive she'd planned to use directly in the cult's camp. It was volatile despite the small size, looking like little more than a tiny sphere. Was she truly the last of the Apple relatives? Applejack had thought them all dead, her survival at the time unknown. She beamed at her attacker, squeezing down on the untested bomb.

A chain reaction was set off from all the explosives she kept on her. She'd filled it with magical components that amplified its effects many times over; a wave of fire erupted like a mushroom cloud that bloomed until the entire ship was consumed. The insects shrieked and burned to ash within an instant. Chunks of the fiery wreckage were hurled about amidst the boom.

*****

Pulling up mounds of snow with his aura, Shining Armor kicked away from Conquest and use the packets of white to partially break his fall, the pair landing amidst a forest. Snowflakes danced in the wind about the knights who faced each other down. He stood on his backhooves, his shield lost in the fall, forehooves holding his broad blade at the ready. His muscular chest huffed under his breastplate, a trickle of warm blood leaking down a cut from his head and between his eyes as he grit his teeth.

Before him a short distance away Conquest readied his own ebony blade, lowering his wings as he stood in silence, seemingly prepared to face his opponent in a one-on-one duel to the death. Shining cocked an eyebrow. “What, you want to face me in a fair fight? Sure, I'll play!” He wondered if it was some remnant of the honorable soldier Flash Sentry had been. But it didn't matter. His comrade-in-arms had been turned to evil. The kindest thing he could do now was set him free!

“I'm sorry, old friend. You deserved better!” With a war cry he raised his sword above him and charged, and Conquest did much the same except in unnatural silence, swords crossing as they danced repeatedly. Crunches sounded under their booted hooves. He struck a powerful blow that made his limbs quiver, managing to knock the helmet from his opponent.

What stared back was the discolored, hollow face of Flash, far more wasted away than Fleur's had been after her transformation into a zombie. His head was one of the few portions that remained; it was fused into the armor which was filled with evil spirits to animate and empower him. Conquest countered with a stab to Shining's belly, the rune-enhanced edge managing to pierce the armor, a splatter of crimson soaking them both. His senses swam. “D-damn it!”

He ignored the steel twisting in his stomach. Yelled as he delivered another swing, severing Conquest's head which rolled into patches of snow without a trace of blood, the obsidian armor still standing as souls which looked like screaming faces emerged with eerie cries. He struggled to remain standing, striking down the spirits which exploded into ectoplasm, bleeding out all the while but hardly caring. All that mattered was that he could finally let an old comrade who'd been perverted rest.

With the last of the monstrosities possessing the armor thusly vanquished, the suit of black steel stood like a statue amidst the snowfall. Shining pressed a forehoof to his gut, trying to stop his steaming bowels from slipping out, tumbling to one knee as his weapon fell with a clatter that rang in his ears. “Flurry Heart...Sunset Shimmer...look after each other...”

He closed his eyes and collapsed in a pool of blood. Blackness overtook him as the snowstorm buried the fallen Paladin.

Author's Note

And now we say goodbye to Capper, Babs Seed, and Shining Armor himself!

Chapter 24 - Second Coming?

A wheeze and groan sounded when Derpy's craft appeared in the midst of the Crystal Empire ruins. She'd finished Time Turner's notes, fixing what he termed a Chameleon Circuit on the machine, which allowed it to blend in as a crystalline pillar. From the viewscreen inside she could see snowflakes falling on the broken land. Celebratory orgies were underway as changelings carried innumerable citizens from far away, chucking them unceremoniously into the bubbling cauldron.

They screamed and vanished with splashes, sizzling as they were reduced to their raw components, their bones floating to the soupy surface as blood pooled like a film atop the alchemical concoction. Once Baltimare had been cleaned out the swarm had moved on to smaller villages, hundreds-upon-hundreds wiped out in an instant. “Monsters,” she fumed taking a nibble from a muffin. However she knew rushing out into that bedlam would likely be suicide. “Guess it's up to us! Who else is there?”

“What about Babs,” said Silver Spoon as she and Diamond Tiara looked at each other.

Derpy checked her instruments. “The airship blew up. It's...doubtful she or Shining Armor made it out alive.”

“No!” Sunset screamed the word, smashing a hoof on the floor. “It...it can't be! He was so worried about losing me again, I never imagined...” She touched her breast and listened to the steady beat of the Crystal Heart. Then she tempered her resolve with narrowed eyes and stared at Starlight Glimmer on the viewscreen prepared to lower herself into the cauldron. “It's time we ended this.” She told herself it wasn't Glimmer's fault, that the Necronomicon caused this, but she needed to be stopped!

She imagined all kinds of scenarios; she could've teleported in to grab them, raised a shield, probably taken on the swarm by her lonesome...but she'd rushed into the craft without a second thought determined to finish their mission. Even so she knew it wouldn't change anything to beat herself up. “What about that device to track magical signatures?”

“Won't help with Babs,” admitted Derpy who pulled the scanner from a coat pocket and tuned it in attempt to locate Shining Armor. “Hmmm...a weak blip from a surrounding forest. Like their was recently some activity there, but it's gone now.”

Sunset was tempted to check it out, but knew time was of the essence, and reluctantly decided that there was no time to search.

“B-Babs,” sniffled Spoon. “Can we really call ourselves the CMC now?”

“Always knew she'd go out with a bang,” said Diamond who held and patted Spoon's mane. “Hardcore, like she'd say.”

The acolytes lined up in their black cloaks and hoods, stallions and mares alike masturbating over it, adding their juices to the reeking mixture. Others opened up potions that enhanced mana and dumped the contents in. Their leader watched nearby with dark circles completely enveloping her eyes now, a spiritually beaten-down Sunburst chained to her crystal throne.

“Leave Starlight Glimmer to me,” said Sunset who watched Twilight's other student arise from the liquids, having soaked up the broken portions of the deceased to further empower it. She floated up triumphant, like she had entered some demonic womb and been reborn, now arising as an alicorn, her aura floating the two-pronged staff and Necronomicon over to her.

Tiara scoffed. “Why do all these pretentious supervillains turn themselves into alicorns?!”

“Celestia, Luna, Cadance, Twilight Sparkle...all symbols of the old order,” mused Derpy who chewed on a muffin as she lectured. “For many alicorns demand instant respect. If Flurry Heart lives long enough, she will, too!”

Shimmer swore she would somehow make it so. “Distract the cult, if you can, but don't do anything reckless!”

“Babs left some explosives with us,” said Silver who nodded at her saddlebags. “Granted, she was supposed to do the heavy lifting! I-I'm not sure I can do this...” She sniffled and wiped her nose, wearing a patched up pair of glasses.

“Of course you can,” assured Diamond who patted her own satchel filled with miniature bombs. “Also 'borrowed' some fireworks from Trixie's last show. Won't do much damage, but they're flashy and noisy!”

Derpy clapped her forehooves once. “Eureka! That's it!” She looked at the changelings flying around the camp. “Their senses are different from ours. The right sounds and smells could confuse them. I hate to do something so cruel, but it's better than murdering all those brainwashed creatures, right?! I'll have to stay here to operate my machines, though!”

“Do it,” said Sunset.

The small party psyched themselves up for the final confrontation. If they failed...Sunset refused to finish the thought. Everypony was counting on her. She'd been chosen as Equestria's champion in its time of need. She wouldn't fail them now!

*****

Gunfire and explosions erupted throughout the Atrocity Exhibition. Vinyl Scratch, Lyra, Blueblood, and Rarity raised shields as needed with their magic. Spike took the lead, his scales acting as armor to an extent, billowing waves of emerald flames that smothered the hybrids and slavers. Pinkie Pie kept to the shadows, leaping out when she could with sword readied, parting heads from wobbling bodies which rolled with tongues lolled and leaving slick red trails behind them.

Cherry Jubilee was finally able to put her quick-draw skills to use, the gunslinger using the magic-woven barriers as cover, ducking out only when she was certain it was safe to plant a well-earned bullet between the eyes or in the crotch of a slaver. She told herself they barely counted as ponies, that they deserved every horrible thing their army dished out!

Near her were Octavia and Tree Hugger who took up assault rifles and bandoliers. “Never been much of a fighter,” the hippie admitted readying her weapon. “But I totally didn't think it fair to make everypony bloody their hooves for me, you know?”

“I know,” assured Tavi who'd faced a similar crisis-of-conscience. Fancy Pants hadn't forced anypony to join his crew but he'd practically pleaded with those he saw potential in. Bon Bon had readily agreed and slipped into an all-business persona readily, feeling it part of her duty to help Equestria, and despite Lyra's desire to just play around and have a normal life guilt had made her sign up too. Time Turner came to sate his scientific curiosity and Derpy followed him everywhere.

She'd had to talk her love Vinyl into undertaking the missions. She'd come up with all kinds of excuses not to, about how there would always be another generic big bad to fight, that they would be throwing away their lives without making much difference, but in the end she couldn't say no to her partner. Plus, she'd actually come to enjoy the way it got the adrenaline pumping!

Fleur and Mr. Bear had landed a distance from the others, sent to the furthest back escape pods for safety's sake. Hugs kept the controls to the shock collar at her hip, watching the revenants break free, and she activated a special button on the controller as Derpy had instructed, the restraints on Fleur's limbs unlocked, plastic falling away to reveal mechanized limbs beneath. The unicorn moved with a speed and grace that somehow outdid her old self as the zombie slaves rushed to battle the hybrids.

Sometimes a distraught Hugs almost swore she could see sorrow in their dead, milky eyes. She hated to see the cheery, loyal bear and the proud unicorn reduced to this, but reminded herself their sacrifice could mean the difference between victory and defeat. “Like, I know Flutters wouldn't approve,” she said to the flock of animals gathered around her. She didn't want to endanger them either...but with Shy gone they saw her as their mother and refused to part from her side.

They were further backed by what soldiers still remained, assigned to help the raid go smoothly. Having nowhere else to go once the ship went down, the surviving workers came too, a few taking up weapons to join the assault while most hung back.

Warfare spilled throughout the corridors and arenas. Numerous machines and torture devices were sabotaged. They made slow-but-steady progress, methodically driving the slavers back, who struggled to hold their ground. Fleur danced between those who tried to take aim on her, twisting necks and smashing in faces with her bloodied hooves. In contrast Mr. Bear's furry musculature was slowly ripped apart by a hail of bullets, yet he continued to advance, biting off heads and ripping foes open with his claws, screams sounding from the slavemasters who scattered before the very monsters the cult leader helped create.

“We're almost at the assembly lines,” said Tavi who studied a rough schematic Derpy had whipped up about what was most likely the factory's layout from their last visit. Whenever a door barred their way Spike simply melted it down into molten goo which puddled and hardened. “There are most likely more than enough volatile chemicals there to blow it all sky high!”

“Shit yeah, now you're talking!” Vinyl smirked. “You ready, Lyra?”

“Affirmative!” Lyra saluted with an embarrassed smile. “Um, I mean, yeah!” She swished her tail happily.

“That's the spirit!” Vinyl smacked Lyra's hind end so hard she yelped. “We've got them on the run!” While she would sometimes suffer small bouts of confusion, momentarily forgetting where she was or what she was doing, she'd made an almost full recovery from the drugs that tried to suppress her identity. “I can't wait to get this over and celebrate with you two!”

Tavi blushed. “Yes, well...let's try and stay focused, shall we? Our destination is right around the corner-”

A crash sounded over. Another portion of the dome caved in, metal screeching and rock crumbling amidst clouds of dust and debris, as a large figure landed before them, squashing several of the cowering slavers into a bloody pulp. The golem of Spike was twisted and melted, armor sheared away in the collision with the airship, covered in charred spots. One of its heads and necks had been destroyed. Its wings were malformed wrecks. Yet the dark magic animating it allowed it to endure.

Mr. Bear bounded towards the abomination, claws ripping into cracked marble, only for one of its heads to rear back, snapping and tearing his furry body apart with its jaws. Tree watched in wide-eyed horror as he was eviscerated in seconds. Chunks of hairy meat were tossed about. Fleur took the opportunity to dodge past a swiped, hopping off its hands, and landing a blow upon one of its faces with both backhooves, caving in one of its eyes. Cracks spread throughout its face as it growled.

It shrugged off the bullets that struck it, doing little more than peeling away small bits of it like plaster, while beams of magic made more headway tearing strips from it. The golem howled as Fleur continued to dance around it, landing kick-after-kick which further fractured its hide, threatening to weaken its foundations until it would crumble completely.

A furnace built once more in the golem, and it unleashed a way of fire, swallowing Fleur who twitched as she was blackened and consumed, along with a number of slavers and soldiers nearby. Ashes drifted in the air. Realizing that his friends would be caught up in the blast, Spike leapt to the forefront, releasing his own emerald inferno to counter the beast.

The flames met as both Spikes strained, locked in a beam struggle, pushing back against one-another without either able to gain a clear upper hand. Spike narrowed his eyes before his double, his insides straining, knowing that his inner fire would likely die out long before this monster burned itself out. He felt the fire ruby jangle on his chest, a reminder of what he had to protect.

“Careful Spike,” called Rarity as a tear ran from her one good eye. “That devil murdered Capper!”

“All the more reason he needs to be destroyed,” noted Tavi who motioned them to hang back. In this narrow hallway they could only provide so much support anyhow, and she wasn't certain all the magical barriers of the unicorns combined would be able to withstand its supernatural inferno for long. They were little more than spectators between a contest of dragons.

Spike's muscles were drawn taut as he pushed himself forward, step-by-step, unloading every last bit of reserve that boiled in his soft underbelly. The golem was driven backwards, the green cone overtaking its own, until at last it was consumed completely, a fiery holocaust sweeping over the howling monstrosity. Still he refused to let up until he was certain it was no more, rolling his head back-and-forth until it was nuked into a steaming pile of its base components, still bubbling and smoking as it cooked.

He panted with a grayish-black breath and collapsed onto his side with a thud. Rarity and Pinkie were immediately at his side. “No! Not again...” The fashionista wept, clutching the fire ruby on him to her breast, while Pinkie sat on her haunches with trembling lips. Around them many of the others raced in to clean up, the Exhibition's remaining defenses rapidly crumbling.

His breathing slowed and a peaceful look settled over his face. He whispered, “Tell Flurry and Beatrix thanks for saving me, okay? And for teaching me so much.” He reached limp claws to caress their cheeks. “Least I got to meet you...one more time...”

They stayed with him until his life finally ebbed away. Rarity sniffled, and reluctantly reclaimed the fire ruby, placing the necklace back upon her. She looked sympathetically to Tree Hugger, trying to hold the scattered ashes of Mr. Bear and Fleur de Lis in her forehooves, realizing both of them had lost something precious for the second time.

All the volatile components which made up the mass-produced potions and gunpowder meant a meltdown was almost inevitable with a concentrated explosion. Hugs helped set up the bombs Babs had prepared for them in key areas, liking to think Starburst had intentionally made the alchemical concoctions extra unstable in order to sabotage their enemy from within.

Cherry Jubilee and Blueblood led the effort to save what slaves they could. Unfortunately a number had been tortured to death or butchered, treated like little more than meat, but a few dozen were led out towards the emergency exits.

A chain reaction set off shortly after the small army made its escape. Within the hour the Atrocity Exhibition was leveled. They retreated to safety and watched it burn, the dancing embers reflecting in the eyes of the onlookers. Crackles filled the air. Their part was done. Several of them held hooves or full on embraced, hopeful that the rest of Shining's force fared as well...

*****

It took quite some time, but Beatrix Belladonna collected the last of the Smooze into herself, now absolutely towering above Equestria. She knelt down and took her friends into an open palm with a playful smile. “We did it! There's still lots of the Smooze left in that other world, but its retreated there for now, running scared now that it knows we can absorb it! Unfortunately, there's some bad news, too! I've bonded with the Smooze. If we separate...we'll probably both die.”

“You're beautiful,” said both Trixies as one while they looked her over, practically sharing the same mind. “No surprise really, considering you came from the Great and Powerful Trixie Lulamoon!” Both mothers and their daughter beamed wide.

“Yes, yes, do we have to stay here any longer? I wan to go home,” whined Lavender.

“That goes for both of us,” added Fuschia. “I've had enough excitement for a lifetime or two!”

Flurry Heart shook her head. “I can take you two somewhere safer, but I still have work to do, at least! Father needs me! And despite all the magic I've learned I still haven't earned my cutie mark!” She nodded at her blank flank. “It's embarrassing!”

“W-we'll come,” said Lavender as she and Fuschia looked at each other with a gulp.

Belladonna smirked. “To the Crystal Empire, then?”

Flurry nodded. “But won't that giant body be too unwieldly?”

“Oh, no worries there. I can shapeshift quite easily and even made myself compact. Not sure where all that extra mass goes...one of the many mysteries of the Smooze, I suppose. Maybe he has some sort of internal pocket dimension or something!” Beatrix tittered cheerily. “Anyhow, probably best to take us somewhere outside the Crystal Empire so as not to alert them!”

She carefully let them down onto the soaked forest floor, then reverted back to her usual smaller self, summoning back on her usual costume with a melodramatic flourish. Flurry had them all linked hooves and hands, and they blinked away, arriving in the northern parts of Equestria in a snow-capped forest near the Empire's ruins. Cautiously the part made their approach.

Flurry flew to a treetop for a better vantage point. Snowflakes drifted around her and she shivered. Smoke rose from the burning remains of wreckage. Her eyes turned to saucers as she realized her father's airship had been annihilated. “Father, no!”

She flew to it and looked around desperately for any survivors. Sobs escaped her at the blackened, unidentifiable corpses that remained, stinking of cooked meat. “Shining! Sunset! Derpy! Anypony?!” She spotted her signs of destruction further into the forest and galloped in deeper without thinking. Somepony had to be alive! She absolutely refused to believe otherwise!

Partially drenched in snow was a suit of obsidian armor, its wings folded, its helmet knocked clean off and buried nearby. She followed the trail and saw its removed head too. “Flashy Sentry?!” She stared at the cold, rotted face, trembling as she took it in her hooves. Then she saw something large buried under the snowfall and her heart almost stopped.

Her party raced to catch up. “Sister don't-” But Flurry ignored Beatrix's warnings and unpacked the white pile which was stained vermillion deeper in. She dug furiously and starting wailing, spotting the surprisingly peaceful face of Shining Armor. She uncovered him completely, seeing the punctured area in his armor, his guts having spilled out and frozen over.

She whipped her head back to look at them. “D-do you have any healing elixir?!”

“Even if we did it's far too late for that,” said human Trixie rather bluntly.

“D-daddy,” whimpered Beatrix who fell to her knees with a crunch beside her sister. They embraced amidst sobs, while both Trixies patted their backs and stroked their manes, doing their best to console them. “I-I have a plan.”

Shining Armor's legacy needn't die here. She would carry it on...in her own way. Of course she doubted he'd approve of any deception, even for a noble cause, but that's why he'd needed followers like her! Ones who weren't afraid to get their hooves dirty! She turned her sights on the Crystal Empire, smirking as schemes ran through her head...

*****

Dazzling fireworks erupted above the camp. The bursts of lights and sounds set changelings and acolytes alike on full alert, as they raced to see where the commotion originated from. Exactly like Derpy planned; her craft emitted waves of sound which overwhelmed the senses of the insectoid armada. Some buzzed about clumsily, crashing into each other, in some cases lashing out blindly at their allies, wounded or in a few cases outright killing them. Others dropped and curled up on their backs, shrieking. The mare watched the chaos from a viewscreen inside, scrunching her snout up at the violence.

Soon a small civil war broke out between the cult. Diamond Tiara snickered from behind a pillar as she and Silver Spoon set up small bombs. “Let's raze this place to the ground and salt the earth,” mumbled Tiara. “It's what Babs would want.”

“It won't bring her back,” said Spoon who nonetheless helped set up the explosives in key points to maximize the damage. “M-maybe we should pull back?” She wiped her brow. “Sunset warned us not to go too deep in.”

Colorful eruptions reflected in Diamond's irises. “Nah. You see how Derpy's machine has them on the run?” She ducked behind another crystalline column and strapped down more bombs. “Got to make sure there's nothing left for the the cult to rebuild!”

So caught up were the pair in their work that they failed to see the black cloaks moving in on them. A hoof suddenly closed around Silver from behind, and she tried to cry out, a gurgle escaping as a thin blade opened her throat. A choking sob escaped her bleeding maw as she went limp. With her last strength she pressed a button on her detonator.

“Silver!” Diamond tried to rush to her aid, horn flaring with a spell, when booms sounded in fiery eruptions, chunks of crystalline, herself, and a number of cultists hurled about amidst the shockwaves. She rolled with a thud amidst clouds of snow and dust and debris. A bit of soot masked her when she staggered to her hooves, ears ringing as the camp spun around her.

An acolyte closed in on her. She snarled with wet eyes and fired a beam from her horn which struck him down. Vapors curled from the hole in the stallion's chest. Knives flashed as more closed in on her from all directions, and she managed to strike down several, screaming out her hatred as the body of her foalhood friend was carried away like so much trash.

“Wait,” a fanatic said. “A live sacrifice is more valuable to the cauldron.”

A toxin-lined knife cut across Tiara's back and her muscles slackened almost instantly. She tumbled with a cry, landing with a smack. She laid on her side, forced to watch several of the cultists defile Silver Spoon's partially scorched body, her face forever frozen in horror. They took her from all ends, stuffing her in an almost mechanical fashion, more ritual than need.

They set upon Tiara in a similar manner who teared-up as they had their way with her. They filled her from all directions, and she could do little more than whimper helplessly, always aware in the back of her mind such a fate could befall her but never thinking it would be her turn. Her warm holes burned as they were spread wide, hot gunk fired into them.

Each time one pulled out with a messy pop another instantly replaced them. She hoped to black out, anything that would spare her more pain and indignity, tears silently streaming down her cheeks as she shivered and felt her nethers responding to her defilement. Her marehood pulsed and winked, a sliver of lubrication running down her thighs and tightening rectum.

Small pockets of fire crackled in the distance. The mobs emptied themselves on the mares, drenching them in semen and marecum, making certain they were thoroughly ruined before they were taken to be tossed into the cauldron.

Her mouth reflexively opened to cry out as she came upon her rapist, but no sound escaped. She looked to the moon which had now fully arisen, staring at Luna's brand upon it, praying that anypony would come and save her from his nightmare.

A white blade severed the acolyte's head as her cunt clenched around his throbbing cock. She paled as blood spattered her, his limp form falling over her, and more arcs rang out, the acolytes falling one-after-another with ease before an arcing broadsword. She blinked wet eyes and looked up at the white-armored Paladin who smirked back at her. Shining Armor?!

Author's Note

A fond farewell to Spike, who just can't seem to catch much of a break in this series, and Silver Spoon...

Chapter 26 - Diabolos Ex Machina Vs Deus Ex Machina

By this point Starlight Glimmer and the Necronomicon were practically one. Her soul was now so stained it was almost completely black; the moment the last vestiges died her spirit would be annihilated. Just like the first cult leader's had been.

She hovered before her captives, surveying the nest of rubbery tentacles which arose from the open grimoire, as they penetrated her prey from all angles. She allowed the tendrils to repeatedly cum on but not in them, figuring that would be the finale!

Hours passed while she lazily toyed with her playthings. Sometimes she would have them taken in a slow, sensuous, almost romantic manner. Other times she would have them roughly plow and drill into their insides, driving her slaves to the edge but not allowing them a full release. Suckers that covered the bottom of the extensions suckled and pulled upon their unmentionables. She laughed and closed her dark eyes, the two-pronged staff dancing in the air next to her.

“You've won,” said Sunburst who bowed his head. “Must you torture them?”

Glimmer fluttered her wings. “Would you prefer if I just killed them?” He didn't answer. “Well, too bad! Hmm, but I do have an idea! Maybe instead of semen...” With a mental command she altered the eldritch abomination to better suit her purposes, like she already had to make it numb the magic of her enemies. “Go ahead! Unload inside them! Just don't blow them up...yet!”

Sunset Shimmer stared down at her transparent form, seeing a coil shoved all the way down her throat, almost making her gag, and another pair shoved up her ass and cunny, distending her belly as they twisted about inside her, pressing all the way beyond her cervix and hitting the walls of her uterus. She saw something similar happening to Blueblood who was whining and weeping the whole time. Not that many of her loved ones fared much better, their brains threatening to break from the strain.

Those who resisted the hardest were punished with particularly brutality. Diamond Tiara was bent over while she was railed from all directions, more coils lashing her back and smacking her wobbling buttocks until they were covered in red welts and bruises. She strained with clenched teeth uselessly around the one in her maw, tears burning in the corners of her eyes.

Vinyl Scratch and Octavia received similar treatment as the slimy extensions savagely molested them. Suckers latched around their teats, pulling them far as they could without ripping them right off, making the pair howl in a mixture of pain and pleasure.

On the opposite end Lyra and Tree Hugger went limp as they waited passively for the horrors to end. And in contrast to both limits of the spectrum both Trixies, Fuschia, Lavender, Beatrix Belladonna, Flurry Heart, Cherry Jubilee, Rarity, and Pinkie Pie wiggled and squirmed no matter how hopeless it seemed. The tentacles started to throb, bloating as liquids filled them, which were pumped directly into the wombs of each mare, bloating them to overfill with aphrodisiacs which made their nethers wink.

A tendril popped out of Flurry's mouth with a plop, slime dripping from her panting mouth. “A...ah...” With glazed-over eyes she looked to Starlight who cupped her chin. “W-why?! You're...supposed to be...a heroine...”

“She used to be,” said Sunburst. “That book makes everypony a monster! Mmmph,” he cried as a tentacle plugged his throat, more ripping his chains apart, as he too was lifted from the crystal throne and violated with the others.

“Maybe now you'll behave,” taunted Glimmer who watched a tendril coil around his shaft while the others penetrated his holes. Of course, it was all fun for now, but she already feared victory would eventually prove dull. She figured that's why a force of nature like Discord had lost; complacency made one sloppy. She would always strive to further improve herself!

Bellies bloated as liquids were pumped into swelling wombs. The excess dripped from ruined snatches and destroyed assholes. Sexual scents obscured the atmosphere, ponies surrendering to their most primal instincts, the need to be thoroughly bred. A number of them clenched down and squirted, howling with shameless euphoria, sanity threatening to dwindle away.

Tears that sparkled like diamonds ran down Sunset's cheeks at the realization she'd failed. She was supposed to be the champion and she'd let everypony down. And now they would pay the price for her incompetence! Had they lost so many and sacrificed so much for naught?! She focused inward, straining, refusing to simply surrender. She'd rage her way into oblivion!

That's when she heard it. The familiar rhythm of the Crystal Heart. Whatever neutralizing witchcraft this abomination worked, it couldn't subdue the relic within her bosom. She focused on it. Concentrated with all her will. Prayed for a savior.

Twilight Sparkle appeared before her, or at least the spirit of her old mentor, with a warm but sad smile. Her heart swelled as she hoped to see more of those lost to her, and Foal-Bearer and Wet Nurse appeared by Twi's sides. She realized her wishes had called to the spirits of the afterlife and they had answered. They wouldn't abandon their chosen champion in their time of need.

Her pristine form shimmered with a blinding brilliance. The radiance passed to the ponies around her. She poured all she could mentally into the Crystal Heart. The tentacles were forced to withdraw under the almost holy light, ponies being dropped around her, and she landed on her hooves, focusing all her energies on the thumping stone in her breast.

Diamond Tiara transformed under the shine, now more resembling her namesake, as she too became a crystal pony. “Babs Seed?! Silver Spoon!” More souls arrived in response to her memories. “Apple Bloom, Sweetie Belle, Scootaloo! No way!” She sobbed tiny diamonds that twinkled when each drop fell like the snowflakes dancing in the wind.

“Righteous,” mumbled Tree Hugger who watched Mr. Bear materialize before her, followed by Fluttershy. She broke into quiet sobs and embraced them both. “I'm so, so sorry.... It's all my fault what happened to you two...”

Pinkie's straight mane popped back into wild curls when she saw her family and the Cakes appear. She blubbered openly, running into their open forehooves, the group clustered around close. “I...I almost can't believe it!”

Cherry Jubilee waved a foldout fan at Applejack who returned the gesture with her stetson. “Howdy, sweetheart.” She saw more of the extensive Apple family behind her in the distance, always there to support their bloodline.

“Mother...father...” Flurry's lower lip trembled as she looked at her parents who watched her with pride. “Nurse Redheart!”

Lyra swished her tail. “Hey, Derpy! Time Turner!” The doctor appeared in the last incarnation she'd seen her in. She held Octavia's and Vinyl's hooves, the old gang almost all back together. “Bon Bon!” She hopped up-and-down.

“Hey,” called Scratch as she waved at Flitter, Cloudchaser, and Pacific Glow. “You take care now, okay?”

“Sassy Saddles...Coco Pommel...Fleur de Lis...Fancy Pants...Capper...” Rarity sniffled at their sudden entrance. “Spike...” She smiled somberly at the drake. “And...Spike?!” The one from Equestria hurtled overhead, with a trio of heads and beating wide wings. She watched in wonder, the illumination from the Crystal Heart transforming all the living ponies into crystal ponies, as the brilliance spread throughout them and filled them with an almost holy warmth.

All but Starlight Glimmer who retreated, clutching the Necronomicon to her chest. “This is ridiculous!” She saw the Wonderbolts whipping around her, led by a pair of Rainbow Dashes from both worlds, with that familiar cocky smirk. Everywhere she turned more of the dead returned; Lightning Dust, Flash Sentry, Gilda...anypony that they held some attachment to was called back from the afterlife to aid the survivors in their most desperate time of need.

She frantically tried to force the book back open, to locate any blasphemous spell that might somehow counter this, but it refused to open, like even the monstrosities inside feared the Crystal Heart's full power. She screamed as a flood of evil spirits arose from her chest, as she was pinned in place, the taint being forcibly cleansed from within her.

She huffed and wheezed as her senses started to return. She broke down crying in shame at what she'd done. Actions so terrible she could never taken them back. The black book and staff lay discarded a short distance away.

“Starlight...wait...” Sunset looked at her sympathetically, and took a step forward, but Glimmer blinked away, appearing next to Sunburst, and then mare Trixie, who she forcibly took away with her.

“Come back here,” cried Flurry who narrowed her eyes and spread her plume to its full width.

Sunset shook her head. “Maybe we could track her with Time Turner's device...if it hadn't been destroyed. I'm not sure what she'll do now. Negate this timeline? I don't know. What I do know is I don't have much time left.” She hugged Flurry. “I wish I'd spent more time with you. You're like a daughter to me. You've made me proud, and I'll always love you.”

Flurry sniffled and held her back. “Why are you saying goodbye?! Don't go!”

With a warm laugh Sunset said, “I don't think I've got a choice. I had a second chance. I can't complain. But my work here is done. You're the heir to the Crystal Heart...” She held her tight as the tears came, and Shimmer crumbled to crystalline dust like a mummy, slipping like packets of dust between Flurry's forehooves who whimpered as the Crystal Heart manifested in her own bosom and filled her with warmth. Her cutie mark appeared; a tiny trifecta of Celestia's, Luna's, and Cadance's.

It was a terrible burden for any pony. She would have to look after Equestria. She would raise and lower the sun and moon each day. But she looked upon all the crystal ponies who would likely rejoin her in rebuilding the Crystal Empire and knew she'd never be alone. She wiped her face. She'd have to be strong for everypony who was counting on her!

Beatrix Belladonna sparkled when she picked up the Necronomicon and pressed it to her chest. “I have an idea!” She clapped her hands together. "Are you with me, Smooze?" She knew he could read her every thought.

(Indeed. We can make certain this tome never threatens Equestria again,) the Smooze said inside Belladonna's head. They were now bonded. He couldn't leave her or else she'd die. But neither regretted their choice. (Thank you, Beatrix. You are correct. We'll never truly fit into this world. But perhaps something suitable will await us within the pages of the Necronomicon?)

“I can't ask my sister to follow me,” said Beatrix with a frown. “But maybe mother will? I could be awful lonely...”

Human Trixie's ear twitched. “Of course Trixie will! Fuschia? Lavender? How would you two like to take on the grandest adventure of your lives?” She wrapped her arms around her sidekicks who smiled uncomfortably back.

Beatrix approached her half-sister. “You'll have to seal this book away. Sure, the spirits are running scared, but it will always be a risk. Still, the Smooze and I have an idea to deal with it!” She wrapped an arm around her. “You'll be a wonderful Queen!”

“Y-you think so?” Flurry sniffled and tittered. She looked to the spirits of those lost in the war, some she'd never even met but had heard so much about, and beamed wide. “Of course I will! I can't afford to let them all down!” She and the others looked on as the apparitions dissipated one-by-one, as they ascended back to a peaceful afterlife to claim their reward.

None of the spirits had spoken. But no words were needed. Their presence had driven back the darkness. Of course the damage to Equestria couldn't be so easily undone. But the survivors would do their best to rebuild and thrive like they always had. Snow continued to drift around the collection of crystal ponies, who pressed close and basked in one-another's tender warmth.

Author's Note

And coming next...the epilogue! Hope you've enjoyed the tale so far!

Epilogue - All Good Things...

Beatrix Belladonna entered the pages of the Necronomicon. With the aid of the Smooze, she would explore the endless riches of its contents, a whole universe locked within the dark tome. With her came Trixie, Fuschia, and Lavender. A labyrinth stretched before the party, some portions of the stairs turned upside-down, like they had stepped into some surreal dream.

Every day there were new sights to see. A number of evil spirits hid within, but with the Smooze's help they slowly tracked them down, absorbing the creatures into the symbiotic pair. With the loss of each monster the grimoire's power weaken. It would never be depleted completely, not even if they hunted down every last devil, but at least they could diminish its influence to near-nothingness. She posed with her mother in a mischievous manner. “Father and sister would be so proud!”

“Indeed, my little apprentice. Trixie has raised you well!” They laughed as one. “There's something missing, though.”

Fuschia and Lavender looked at each other. “You don't mean...?!”

“Oh yeah,” replied mother-and-daughter at the same time. With a twirl of their index finger they opened a portal in midair, stepping through it and heading to the skeletal remains of Starlight's old nameless town. It had been rebuilt a number of times after Equestria fell...only to be wiped out again by the Smooze. The pair stood within the whistling ghost town.

They figured she'd resettle here. Glimmer had momentarily returned mare Trixie and Sunburst back to where she'd stolen them from in the past, using a spell to forcibly remove their memories of what had happened after she'd pulled them from the timeline, and hoped that the timeline would work itself out despite the paradoxes. After that she returned to the only home she knew to quietly live out her life. She couldn't bear to see her friends anymore, not after all the horrific acts she'd been responsible for.

The group made a quiet approach in fear she'd teleport away if their presence was made known. Tumbleweeds rolled past buildings which had fallen into disrepair. Minutes passed while they made their way further in. Eventually she was spotted in the distance, Glimmer's back turned and wings folded down while she carried a basket filled to overflow with fruits, vegetables, and nuts she'd scavenged the area outside for. She folded back her ears at their arrival, slowly turning around to face them.

“You shouldn't have come here,” said Starlight whose eyes were baggy. “This is my penance.”

“Nonsense.” Trixie strolled up to her. “How can one ever hope to heal without friends?”

“I...don't deserve friends. Sometimes I think I should just end it all...but that would be running away.” She dropped the wicker basket when Trixie embraced her neck, the contents rolling down the dusty streets. “D-don't-”

“Trixie loves you. She'll always love you. No matter how many times you mess up!” Glimmer shook in her warm grasp until she couldn't hold it in anymore, breaking into choking sobs as she buried her face in Trixie's breast. “You're so adorable.”

Beatrix planted hands on her shapely hips. “Why don't you come with us? There's nothing for you here. But thanks to the Smooze we can work a spell that lets us freely travel in and out of the Necronomicon! There's a whole universe inside! One we'd love to have you help us explore!” She nodded back at Lavender and Fuschia who wore pointy hats like them.

“It's the book's fault,” continued Belladonna as she paced around her. “It targeted you. It could've happened to anypony. You simply had the misfortune of being the most suitable host. Come on! It'll be loads of fun! Don't you want that?”

“I...” Glimmer thought it over with a hard swallow. “Why not? You're right. Punishing myself here won't make a difference. But maybe there I can make a difference?” She managed a smile. “Thanks. All of you. You could use another mage, I'm sure.”

Fuschia and Lavender giggled, only to receive a swat on their bottoms from Trixie. With one long, last look at her old town, Starlight followed her companions into a portal opened before them. They walked through and reappeared back in the twisty-turvy maze which seemed to stretch beyond infinity. They could potentially explore it forever. The realms within were twisted into all sorts of bizarre configurations, ones which thousands of supernatural creatures would attempt to hide inside.

With help from the Smooze, Belladonna was able to walk upside-down on an overturned set of stairs, her heels clicking. She spotted a creature he'd told her was a Shoggoth squirming down a staircase. “You ready, Smoozey?”

(Of course,) he answered in her head. (I will follow you anywhere.)

Starlight bowed so that Trixie could ride on her back, and spread her wings. “Let's get to work, girls!” She took flight and sailed as her horn lit with a spell, Fuschia and Lavender hopping in attempt to keep up with them.

Later they would explore even more surreal dreamscapes, like something out of rather abstract paintings, figuring the contents of whatever warlock created this grimoire allowed all his madness to spill freely into its pages. It would often shift to reconfigure itself, like it was a living puzzle to be deconstructed. Within it they didn't need to worry about eating or drinking, but the need to sleep still occasionally came upon them, which usually left Belladonna to watch over them.

They dared not cross back to Equestria often in fear some monster could slip through and wreak havoc. The Necronomicon was housed back in the Crystal Empire's newly built vault, locked under the most powerful magic seals Flurry Heart could craft. No more remnants of the cult had been spotted, but the survivors were on alert, just in case anypony fell to temptation.

*****

Tree Hugger and her surviving animals returned to Canterlot Garden which was more overgrown than ever. Like all the heroes of Shining's force she'd been offered a place in the newly restored Crystal Empire, and while she volunteered to come help out or at least visit on occasion, she preferred to simply retire back to nature. She sat on a broken fountain and listened to the chirp of birds. “Hey there.” She waved a forehoof. “I knew you'd make it, babes. How's life been treating you?”

“Not bad,” said Pinkie Pie who hopped up next to her and scattered a bunch of butterflies. “Oh, sorry about that!”

“It's all good. No harm done.” She looked to Rarity. “What about you? How're you managing?”

“All is well as can be. It is nice to get some fresh air,” said Rarity who still wore the fire ruby. “I'll always miss Spike...both of them. But I've made peace with what I've lost.” She wore a spider-web like black veil in mourning over those lost.

“We've been working our buns off to help Flurry Heart rebuild her country! Thankfully, the dragons and griffins have rushed to help in return for her aid further down the line!” Pinkie wagged her fluffy tail. “Oh, and we discovered a batch of changeling eggs under the ruins of the cult's camp, too! Looks like that's another race that'll survive another generation, at least!”

“They'll thrive. Nature finds a way,” said Hugs. “Drop by any time, okay? Don't be a stranger.”

“We will. Oh, and there is one more thing...” With a trembling hoof Rarity lifted the veil, showing her once scarred face, which had now healed up, and even her lost eye had returned. “Perhaps it was due to the Crystal Heart? A final gift from Sunset Shimmer.” Like the rest of her crystalline body, she sparkled in the sunlight which poured over them.

“Groovy, babe. The diamonds aren't just for your butt now.” She shot her a crooked smile.

Pinkie pulled them into a hug and smiled wide enough to show all her teeth. “Yeah, I didn't think she could get more beautiful!”

“You flatter me. But thank you.” She placed a basket with food she'd brought down. “Picnic, anypony?”

They shared a quiet meal while the sun started to dip, and the stars and moon came out, reminiscing about old times. Knowing that their loved ones peacefully awaited them in the afterlife filled them with comfort. But they all wanted to continue doing their part to rebuild Equestria in their own ways. A civilization on the verge of dying was being reborn by the day.

*****

In order to draw tourists to the developing ruins of the Crystal Empire, Octavia, Vinyl Scratch, and Lyra put on another show. With their new crystal forms they proved more popular than ever. All sorts of creatures came from far-and-wide, tickets selling out almost instantly, as the session wore on well into the night and spilled into the morning. They had trained relentlessly over a short period of time in order to harmonize their varied musical styles, but thankfully Lyra caught on rather quickly.

When the event finally died down, a number of ponies lay passed out in the open, some from having drunken too much. Workers came by to clean up scattered bottles, popcorn, and other trash, as snowflakes drifted from overhead.

In the back of the stage the performers returned to a dressing room. Lyra stretched wide. “I'm pooped! At least we earned a lot of bits for the Empire! I feel a little bad though, after all that's happened ponies are really struggling!”

“The profits will be funneled back into helping the people,” reminded Octavia who toweled her sweaty forehead. “Everypony will win...eventually. Flurry Heart is hoping a number of tourists will wish to stay and become permanent citizens.”

“This is the most bustling civilization left in Equestria,” noted Vinyl who tossed her shades aside and plopped onto a chair. “Only the dragons and griffins somewhat rival us. Oh, and the donkeys have built up quite a place, too! They're real survivors!”

“A new hive has also been formed by the hatched changelings,” said Octavia. “They'll replenish their numbers someday.”

Lyra wagged her tail. “So what now? Do we hit the road and do a tour?”

“Look at you taking charge!” Vinyl elbowed her with a laugh. “Maybe. I'd like to think Flurry Heart has it all under control here, but she's still a little immature, know what I mean? Sure, her heart's in the right place, but I figure we should stick nearby for a while, just in case she needs us. Can't say I agree with her choice for advisors, either.” She shook her head.

Tavi undid her bow tie. “Yes, well, it's a learning experience. We were all there, once. Except we didn't have a whole Empire dependent on us. Poor Flurry barely has a moment's rest. I hope it won't wear her down over time.”

“Nah, she's tougher than she looks. Just like you two softies.” The DJ chortled and pulled them into an embrace.

“Aw...I love you two,” said Lyra who kissed her cheek and then Tavi's.

The musicians shared the same bed, made love, and talked about old times. However their main focus was on the future. Equestria was being rebuilt and they did their own small but notable part to speed its recovery. While there would always be dangers across the land there was little need for something like Shining's force now. It was how he would've wanted it.

*****

From her perch Flurry Heart could overlook the Crystal Empire. Buildings were constantly being constructed below, surrounded by crystal columns. It had taken over a couple years for her homeland to reach its current state and there was always more to be done. She concentrated to finish raising the morning sun, small beads of sweat falling down her brow. She became a hair better at this ritual all the time, and smiled sadly at the brand of Celestia forever burned onto the sun.

Clops echoed when she returned from the balcony to her pristine throne room. Her advisors Diamond Tiara and Blueblood bowed to her. Someponies doubted their worthiness, but they had been nothing but loyal and helpful ever since she'd taken power. She smiled at them with her wings spread. A crystal guard said, “It's time for your appointment, your majesty.”

“Let her in.” The double doors were opened by the stallions and across the carpet trotted Cherry Jubilee. She appeared more radiant than ever, sunlight streaming in from stained glass above that depicted Shining Armor and Cadance, making her gem-like body fill with a rainbow of colors. “Welcome, Miss Jubilee! What may I do for you?” Her guest started to bow but she stopped her with a raised forehoof. “No need for silly formalities here! We're all friends!”

Cherry smiled. “Thank you.” While the Queen's methods were considered quite unorthodox, her cheery, almost casual demeanor had won her quite a bit of support. And whenever somepony needed to put the heels in her advisors were there to pick up the slack. “I would like to request more funding for my operation. A number of former slaves desperately need help.”

“Granted. You can make the budget stretch to accommodate her, can't you, Diamond Tiara?”

“Yeah.... It will be a little dicey but there are still some corners we can cut,” said Tiara who looked through her notes. She lacked Silver Spoon's natural talents in that direction but had incidentally picked up a lot from her. Of course she too was still learning all the time. “Maybe we should hold some of those ancient games the crystal ponies used to play?”

“It would be rather costly,” noted Princess Blueblood who raised a forehoof to her breast. “Yet we would multiply our coffers several fold, at least. Not to mention boost morale. I would strongly consider it, my Queen.”

“Done! Oh, and Cherry Jubilee...” Flurry wrapped her plume about the trio in an almost conspiratorial manner as she drew them all close and whispered, “You shouldn't blame yourself forever. I think it's great you're helping all those lost and broken mares, but do it out of love, not out of guilt.” Gently she wiped a tear from Cherry's cheek who sniffled and nodded.

“We'll take care of things here,” offered Tiara. “Why don't you take a day off? At least until the sun needs to set.”

“Indeed! I want to further show you how capable we truly are!” Blueblood posed in a dramatic fashion and cast back her blonde mane with a swish. “Many ponies may doubt us, but we'll shut them all up eventually!”

“I reckon you deserve it,” said Jubilee. “Few ponies work harder than you!”

Flurry Heart tittered. “It would appear I'm outnumbered! Well then, take care of yourselves.” She cast open the curtains to her balcony, strolled to the edge, and with a cheerful cry took flight. The wind whipped by as she sailed over her homeland. She loved it dearly, but it was also her responsibility, which meant she could rarely be as carefree as she'd like.

Snow trailed past her. A smile split her face. The Crystal Heart now swelled in her bosom, now an heirloom she hoped to one day pass to her son or daughter, once she settled down. But she tried not to think that far ahead. One step at a time! She recalled all her companions on the journey, aware they would always be watching over her from above.

She was tempted to sneak away, and join Beatrix Belladonna on one of her little adventures inside the Necronomicon, but thought better of it. Best to leave it alone, she supposed, no matter how much she missed their foalhood mischief. The burden of leadership could be rather lonesome at times, but Diamond Tiara and Princess Blueblood at least helped with that!

She explored all of the city she could in the short hours allotted to her. Then she returned home, lowered the sun, and raised the moon. The symbol of Luna starkly visible on its pale surface when she closed out yet another peaceful day.

Author's Note

Another tale finished! Wow, never expected it to go on even longer than its prequel, but I hope you enjoyed it, and that it came to a satisfactory conclusion! Thank you to everyone who read it this far/liked/commented/etc.! :heart:

Chapter 2 - Getting the Gangbang Back Together

Shining Armor's procession was on the move throughout the Everfree Forest, which now covered most of the only continent that remained. He trotted at the head of the caravans in his armor, shield and sword upon his strong back, Gilda flying to his left side to scout ahead, and despite his protests Flurry Heart hovered to his right, having proven her worth many times over despite how much he tried to protect his precious daughter.

She was a piece of him. A constant reminder of Cadance, despite the fact that his real foal had died long ago. What their adversary had shaped in Flurry Heart's likeness in a twisted parody of their family unit had become the most precious jewel in his life. It felt sappy to think, but that's partly why mares adored him.

Among those he'd collected on his travels were Diamond Tiara and Silver Spoon, two of the only foals that had survived the assault on Ponyville way back when, along with Bab Seeds, who did joined up with the pair to carry on the legacy of the Cutie Mark Crusaders, whose founders had all met tragic ends. They were now all fully grown mares who like most survivors had chosen to take up arms in defense of Equestria. Bonding over their lost friends early on, they have formed a fast friendship.

They were all garbed in enchanted costume-like armor crafted by Rarity and her assistants, incredibly flexible and pliable, yet able to deflect weapons and even smaller bullets. Likewise they carried weapons imbued with magic. A number of soldiers marched with them, a few being lost in each battle only for more recruits to replace their numbers.

“The rest of those wusses couldn't hack it,” said Gilda who beat her wings. “I don't ever plan to retire!” One of her eyes was now completely white, her powerful frame laced in scars. She was often the first to rush into battle, tearing apart their enemies with sharp claws and her beak, promising to kill as many as she could in Rainbow Dash's name.

The cart bounced under Diamond Tiara, Silver Spoon, and Babs Seed as it was pulled by muscular armored stallions. “You know, you're probably the last Apple in the world, seeing as how those monsters massacred the rest of them.”

Silver Spoon glared at her. “Diamond Tiara! Try to be a little more sensitive!”

Diamond rolled her eyes. “Oh, sorry. But I think it's better to be a little blunt. This isn't a nice world we're living in, you know. Never has been. But we're your friends, Babs. We have to stick together, even if the world's coming to an end!”

“Yeah, yeah, let's not get too mushy.” Babs sat between the pair and pulled them close. They were all fully-grown adults now, forced to grow up fast in a world gone mad, so they seized these opportunities to banter childishly. They all wore enchanted scarlet capes to signify their membership in the Cutie Mark Crusaders, now helping los foals all across Equestria.

Derpy hovered behind the others, listening in. She was still a clumsy flier after all her hard practice. She trained her uneven eyes on Shining Armor, fantasizing that she was at his side, until a tree branch smacked her in the face.

“Whoa there, love.” Capper caught the pegasi in his dexterous arms with a sly grin. “Swept off your hooves, aren't you?” She blushed as he swept her blonde bangs from her face. “Believe me, I'm quite familiar with heartbreak. Sadly, it's usually the hearts of poor mares I'm breaking. They soon at every port, wishing there was more than one of me to go around!”

They'd run into him during their travels, and knowing he was a close friend of Rarity's, decided to let him tag along. He rarely took to the battlefield directly, but he'd been able to con and bribe their way through more unwelcoming areas, allow them to gather tons of supplies. His airship had been thoroughly wrecked by Spike when he'd been under the enemy's control, and his entire crew had burned, but he'd made an emergency escape into the sea, managing to rig together a makeshift boat from the scattered remains and drift to shore. He hoped that someday he could sail these often dark skies once more.

“Mr. Capper, I know I'm not very bright, but I also know you like to, um, make whoopie with lot of mares, too.” He had a reputation as a notorious player. Not that he was ever mean or intentionally cruel; she'd overheard someponies call him a gigolo; she'd have to ask Time Turner sometime what that meant. Maybe next time she sent a letter to one of her pen-pals.

Capper slapped a paw over his heart. “You wound me, my fair lady. You have it bad for Shining Armor, don't you?”

“N-no I don't!” Derpy tried to turn her eyes away which bounced in different directions.

“Methinks she doth protest too much! Never fear, my sweet. He's supposedly been with dozens upon dozens of mares across Equestria over the years, and with the loss of his loves, he needs somepony new to mend his heart. Why shouldn't it be you?”

“I...I have nothing to offer. I'm clumsy, dumb, not that cute-”

“Nonsense! No red-blooded male could say no to that precious bubble-butt!” He set her down beside him in a carriage drawn by powerful stallions, but kept a thin arm wrapped about her shoulders. “I can be your wingman! Should I talk to him?”

“No!” She was mortified at the idea. “I'd rather pretend there's a chance than know for sure there isn't.”

He shook his head. “Tsk, tsk. That's no way to live. Please reconsider it, at least.”

“Okay,” mumbled Derpy who stared at the passing ground. The procession made repeated trips around the continent, stopping sometimes for days at a time in populated areas to pick up supplies, rest, and help out the locals, before they set off again, routing slavers, cultists, monsters, and other threats to an orderly society. But no matter how many threats they put down more always arose. They pushed back the darkness only to see it bounce back. She could understand why her pals had retired.

A loud bang split the air. Shining Armor reflexively flinched, seeing a bullet hover there between his eyes, stopped before it penetrated his skin by a bright aura that seized it. Flurry Heart had barely caught it in time, straining to help him throw up force-fields as more bullets rained upon his comrades. “Everypony, arms at the ready! Fall into formation!”

Gilda hissed. “They're hiding in the trees! Cowards!” But even she wasn't so reckless as to rush into gunfire. With her one good idea she scanned the treetops, seeing black-cloaked figures wielding rifles. “Face me in a fair fight, you little chickenshits!”

“Little chance of that,” muttered Diamond Tiara whose horn glowed as she turned a rifle upon its wielder, squeezed the trigger, and blew their skull apart in a messy red spray from the impact of a high-powered shot. “Ha! Take that, you bastards!”

Babs risked reaching through the force-field, chucking bombs from her satchel which struck the trees, pillars of fire raining across the sky and shaking the area. “Gonna' take more than that to do us in, punks!” She blew her bangs from her face, tossing more explosives at the cult members. “This is almost too easy! Where's the fun in huntin' sittin' ducks?”

Silver Spoon cautiously pushed her own firearm through the barrier and fired. “Don't underestimate them,” she reminded her pals, always the sensible one. “Let down your guard and it's over in an instant. I hear that's what happened to Sunset-” She cut off her words in case their leader overheard. Even after all this time the wounds were still quite raw to him.

Sweat dripped down Shining's brow as he worked to keep up his magic shield. “I can't keep this up forever!”

“I know, father!” Flurry Heart knew the moment their barrier broke most of them would be cut to ribbons. Bizarre hybrid monstrosities rushed from the bushes, making alien sounds as they bashed into the invisible dome, trying to shatter it under their repeated blows. As a result the mages were forced to draw on more of their reserves to keep the protection up.

“Down my sweet,” warned Capper as he pulled Derpy into one of the more well-armored wagons.

“I want to help,” she whined.

“I know. But neither of us are much in a fight. At least not on this scale. But we are survivors!”

Inevitably cracks sounded like broke glass as holes were punched into the dome. Gilda raced at insane speeds, claws extended and beak open with a war cry, darting from treetop-to-treetop, ripping out intestines and splitting tendons. She didn't even waste time confirming her kills, ignored a couple bullets that managed to penetrate the seieves of her armor, blood running down her well-toned form when she raced towards a figure towards the back. She dove in and swiped a claw at the cultist.

The sniper barely managed to turn her head, the shredded hood thrown back, revealing the cold stare of Bon Bon. The griffin continued to swipe at the mare who deftly evaded her. “You're supposed to be-”

Another shot pierced her breastplate, Bon Bon having prepared a variety of magic bullets for this occasion, which could even neutralize the protective runes laced into the garments. Gilda choked up warm blood, spiraling as she took a nosedive and crashed through the branches below.

“Can't be,” said Shining Armor. “Bon Bon's dead!” They'd lost her during a mission, cultists descending on her, stabbing her repeatedly. Lyra had screamed and screamed and nearly shut out the world entirely after that, retiring with honors. Not that it did her much good. They had held a small funeral for her, another hero of an old conflict now lost.

Bon Bon waved a hoof at her fellow cultists, leapt into the air, and they danced from one treetop to another, racing away from the site now that their assassination attempt had failed. More gunshots and spells were thrown their way, claiming a few stragglers, but most of the survivors managed to escape. Flurry started to chase them only for Shining to raise a hoof. “Wait.”

“But I can track them to their hideout, father!”

Capper popped out and shook his head. “Probably a trap.” He took a look around to make certain it was safe, then slid over to Gilda's downed body, watching her sputter and drool. “It's not good. Maybe if we had some of Sunburst's healing elixir?”

“Afraid not.” Shining had debated this with the con artist many times; he tried to save everypony he could, no matter how insignificant to the cause, while Capper argued the elixirs should be reserved for their most valuable contributors, arguing they would save even more lives in return. But he never liked to play the numbers game. He knelt by the dying griffin. “Gilda?”

She opened her bloodied beak, Nurse Redheart and her team of medics racing to tend to her wounds, despite knowing it was most likely hopeless. “K-kill me,” she begged, her pride demanding a quick and clean death, not screaming in pain as she pissed and shat herself to oblivion. Had she the strength left she would have crawled away to die in private.

Her friends gathered around Gilda. Flurry Heart was sobbing, as was Derpy, while the Cutie Mark Crusaders looked to one-another. Capper drew his mouth into a line. Shining Armor steeled himself as he drew his white sword. “Yeah,” wheezed Gilda. “Clean stroke. Behead me. Got to be a death Rainbow would think is awesome.” She chuckled.

Redheart placed a hoof on his arm. “Don't do this. There's still a chance, dear. I took a vow to preserve life!”

Shining casually removed her hoof. “I also took a vow to honor my soldiers. Look away, if you must. That's goes for everypony here.” There was a glint in Gilda's eye when he raised up on his haunches, his broadsword raised up high, before he brought it down with a thud, blood splattering his face and armor as he cleanly removed head from shoulders with a shudder.

*****

The operation proved a success. Mother had Frankensteined herself into some sort of composite alicorn, wings from a fast flying pegasi and a horn from a archmage unicorn attached to the earth pony. She tested her new plumage, which was still weak, healing where it was bonded to her. She used a bottle of bubbling elixir stolen by her cultists during one of their raids, using the colorful healing salve to help fuse the stitched up flesh. She hissed and grit her teeth, rent skin feeling like it sizzled.

She settled back onto her crystalline throne, ignoring the hybrids which mounted Sunset Shimmer, little more than a hollow shell. Her assassination squad returned, headed by one of her most useful pawns, Bon Bon. Like Sunset she'd been revived by necromancy, only this one had been turned into an angel of death, driven by a pure desire to kill like her mistress.

Bon Bon lowered her head. “Forgive us, Mother. We have failed you.”

“No need to be concerned. Killing Shining Armor so quickly wouldn't satisfy me, anyhow. I want him to suffer as my sister and I suffered. I doubt he even thinks about us now. Do you recognize me, Sunset Shimmer?” She met thee unicorn's pale eyes, removing her hood, cloak, and finally mask, revealing a multi-colored crystal pony underneath with her mane cut into a bobcut.

Sunset cocked a brow as distant memories resurfaced. “Wet Nurse...? Wait, no...”

“Foal-Bearer. At least that's the name I took when my twin and I chose to serve under Cadance. Shining Armor was supposed to look after us. He didn't even notice when we were taken by that monster and forced into being her pawns. Wet Nurse threw away her life to save them and was promptly forgotten by history despite her sacrifices. Well, I refuse to accept that!”

She raised a rainbow-like hoof and slammed it down. “I'll hunt down the Necronomicon and reclaim it! That monster was right about one thing! Equestria deserves to die! With the Necronomicon maybe I'll be able to complete Starlight Glimmer's time-travel spell and fix this hellish reality.... And if I can't, then let it all be condemned to eternal oblivion!”

“I know the vault well,” said Bon Bon. “Though Fancy Pants may have made alterations.”

“No matter. I've discovered a weapon the enemy abandoned. One so powerful she couldn't control it, and so out of desperation sealed it in the ocean depths, choosing orderly corruption over mass destruction whenever some level of sanity set in.”

She directed her most powerful mages to take the lead, while the lesser ones were handed severed unicorn horns which had been forged into wants, allowing them to cast spells. They united their efforts in a similar manner to when the sun and moon were raised and lowered, only this time they awakened a creature buried in the deepest seas. One that even Spike at his full strength would have inevitably fallen to. Hundreds of horns simultaneously lit the dark skies as they strained to stir the abomination.

Several of her servants collapsed after a time. This went on for hours, more ponies crumbling under the intense effort, a few even perishing as they burnt themselves out completely, but more hurried to take their place. Eventually the roaring waters started to bubble as an emerald mouth-like opening started to materialize. Slime rose skyward with a guttural roar.

She smiled and raised her hooves in triumph, watching the multi-faced monstrosity arise, a mountain of green slime with an interior filled with the eternally preserved corpses of thousands of creatures from various races trapped within it. The monster had fed-and-fed, rapidly growing out of control, until the mistress realized it would swallow her and the Necronomicon, banishing it rather than be lost forever. A sea spray splashed over her. “Awaken, Smooze! Bring about the end of days!”

The Smooze was reduced to a force-of-nature, a creature of pure instinct, which lived simply to devour. It had flooded many areas over Equestria and swallowed them hole. Thousands upon thousands were dead in an instant with many more to follow when it was first used as a weapon. Entire civilizations and species were wiped out. And now it was about to start again.

Mother decided it was best to have her cult direct it from the western edge of the continent, keeping it away from populations for now, so that it would remain hidden before it was time to strike. The Smooze dragged itself over the ocean's surface, directed by the combined magic of the cultists, who slowly guided it towards their ultimate destination; the vault where the Necronomicon was said to be sealed far below Los Pegasus.

She set out in her own caravan, bringing Sunset with her for company, and a number of snipers perched on top, including Bon Bon, who would take care of any potential pesky witnesses on the way.

*****

Knowing that Gilda wouldn't want her remains to be buried, Shining Armor decided to have her cremated instead, which he handled himself since he'd served with her for a number of years. They were never close friends but respected each other as fellow warriors. He placed her ashes in an urn, and while the procession moved along, he scattered a few into the wind on occasion, his tired eyes heavy with the lost of yet another comrade. How many had he lost now? Did he even want to know?

Flurry Heart fluttered down next to him and wrapped her small hooves around his shoulders. The corners of his eyes watered. “It's okay, father! Everything will be okay.” The cart bumped under them as she tightened her embrace.

“What should we do now?” He said it aloud asking no one in particular. “Bon Bon wouldn't do this. She must have been turned by the cult. Can we return her to how she was? Or is it better to simply put her out of her misery...?”

Derpy's ear twitched as she listened in, and she landed atop the wagon, clearing her throat. “U-um...Mr. Shining Armor, sir...can we try and get some of the old gang back together? We could really use their help!”

“Most of them have retired,” he reminded her. “I'd rather not interrupt their peaceful lives to solve my problems.”

“Plus,” said Capper who popped his head out of a curtain. “You'd be putting them in extreme danger, too!”

Derpy sniffled. “We could at least ask! I know they'd listen to me!”

He thought it over. “Okay. We'll put it to a vote. We're headed towards civilization now, anyway. Trixie's supposed to be in the area on tour so we'll start with her. Maybe we'll be able to meet up with Rarity and Tree Hugger after that.” A part of him missed them. They were all getting older. Perhaps this would be their last ride into the sunset.

“I'll send some more letters,” called Derpy who tried to keep in touch with everypony she could.

Capper ducked back into his well-furnished caravan, decorated in a similar manner to his airship, lots of exotic paintings, busts and baubles, which would have put Trixie's and Fancy Pants' collections to shame for sheer exuberance. However many of his art pieces were far less tasteful in nature, stallions, mares, and other creatures depicted engaged in rather carnal acts.

His entire room reeked of sex. It always seemed to help get his guests in the mood. He was wearing a silk scarlet bathrobe he let open, returning to Diamond Tiara, Silver Spoon, and Babs Seed, who had placed their capes on a hatstand and draped themselves alluring on his bed, the sheets covered in pillows with tassels and veils that acted like curtains. “Are you ready for round two, my sweets?” They nodded enthusiastically, watching him with sultry eyes. “So, which one of you is first?”

“Me,” demanded Tiara who was easily the most dominant of the trio. Not that he minded! She laid back, parting her thighs, almost daring him to enter her. His dick emerged hidden from his fur, and likewise his testicles, as he sunk his length into her, her limbs wrapping around him to draw him closer. Females always worried the barbs on his penis would hurt terribly at first, but he'd learned to master them with practice over the years, using them to poke and stimulate them in just the right places.

Similarly he'd become quite skilled with his should-be abrasive tongue. His mouth locked with hers, the pair greedily and messily locking lips, trying to dominate the other. Her marehood was already dripping over his crotch and over her puckered anus, and with a growl she suddenly spun with him, shoving him onto his back as she straddled him with a triumphant grin.

Watching them always got Babs Seed and Silver Spoon worked up, the former reaching between the latter's legs, tracing her slick marehood with a hoof. “Don't stop,” whimpered Spoon. “Make me ready to receive him.”

“You got it,” said Babs who chewed on her ear. “I don't mind bein' last. That means he'll remember me most!”

Tiara bounced atop him, until he purred, then growled, his claws digging into her pert buttocks. She rubbed his furred chest, shaking her teats in a tantalizing manner. She cackled when he started to cum inside her, tightening her nethers around him, thankful she was once again his first for the night. She milked him dry, looking smugly to her companions.

She slipped off him without ceremony, and Silver Spoon trotted over, dutifully burying her snout in her marehood and slurping as she lapped his seed from her sticky folds. Diamond dominantly placed a hoof on her friend's head, directing her licks.

“Hurry up,” called Babs who bent herself on the bedside, raising her tail to present a freckled ass and pussy. “I want it, too!”

“Patience, ladies. There's more than enough of me to go around! Just give me a minute to recover.” He poured himself and them some more wine into champagne glasses, taking a debonair sip. He heard a rustle outside his tent, and quickly did up his robe, poking out. “Yes?” He looked to Flurry Heart who was flying outside his wagon curiously.

She smiled at him. “Can I come inside?”

“Methinks that's not a kosher idea,” he purred taking another drink from his glass.

“Why not? Is it because they're way older than me?” She fluttered her lashes.

He winced. Was she flirting with him? Supposedly a pony was legal almost everywhere once they earned their cutie mark, but he doubted she was even in her double digits yet. Not to mention he pictured an angry Shining Armor beheading him in slow motion. “Sorry, love. Perhaps in a decade or so if Equestria's still around by then.” He dove back in.

Flurry bristled. “Nopony takes me seriously! Fine!” She was already one of the most powerful mages in the world despite her youth. Unfortunately she still lacked refinement and was forced to hold back lest her abilities went radically out-of-control.

She'd simply have to make them all take her seriously somehow. While she'd barely met Sunburst or Starlight Glimmer she'd read their notes, and tried a few experiments in secret, practicing potion-making. She'd tried to meet up with the reclusive Time Turner to no avail. They wanted to protect her and only held her back. No, she'd have to do this on her own.

Author's Note

Using the Smooze as a Lovecraftian abomination (More akin to his G1 appearance) was an idea I had planned for the original fic, perhaps with Spike fighting him to the death at the prequel's climax, but decided to use the awakened spirits trapped in the Necronomicon instead, feeling such a major unmentioned threat without any set up shouldn't be pulled out at the climax.

Wanted to add a few more male characters since this story had a dearth of them, and since I like Capper he seemed a suitable choice! I also thought it would be fun to explore what adult versions of Diamond Tiara/Silver Spoon/Babs Seed would be like.

Chapter 25 - Death Comes To Time

A most uncharacteristic smirk adorned Shining Armor's muzzle. He stood with melodramatic poise, in his gleaming white plate mail, matched by a pristine shield adorned in runes, and a shimmering broadsword at the ready. He'd long been a symbol of resistance. The one who'd united scattered survivors to face down the cult of the nemesis and restore balance to Equestria. Of course it had often been the work of others that allowed him success, but he was a potent symbol credit was thrust upon.

The butchered remains of cultists lay scattered around Diamond Tiara who was now soaked in blood. She still couldn't move, the snowflakes falling on her tickling her nose. She lamented her undignified predicament, and more-so the loss of a foalhood friend and sometimes more, Silver Spoon's ashen corpse discarded nearby. “Sh...Shi...” She strained to speak.

“Indeed, it is I, the hero of honor and justice, come to save the day!” He slammed a hoof upon his armored chest. Behind him both Trixies covered their faces with pointy hats, while Fuschia and Lavender looked on incredulous. “Look after this fair maiden, will you?” He galloped into battle, moving swifter than she'd ever seen him manage before.

Human Trixie knelt and playfully slapped Tiara's cheek a couple times. “Don't mind...him. Trixie will explain later.” Beatrix Belladonna was right about one thing; the loss of Shining Armor could crush morale. On the other hoof, a martyr might further bolster the cause? She'd decided to entertain their daughter's little deception for the sake of his mission. It's what he'd want...even if he wouldn't agree with their methods. With the Smooze's help and some magic trickery Beatrix could ape all his abilities, at least. However, she'd have to teach her more about acting sometime! Still, she was proud of her spawn!

Flurry Heart sailed next to 'Shining Armor', unleashing waves of magical energy that cut down acolytes with ease. “I want to fight with you!” She was still weeping over her father's loss. “Besides, Sunset may need my help to take on Starlight!”

“No, sister. Go to the Atrocity Exhibition and help them clean up! Then you can bring the survivors back here and help us finish this!” With help from the Smooze it wasn't hard to mimic Shining's movements, at least. Foe-after-foe fell to her father's blade, more pouring in from all directions, while the fireworks flashing overhead started to die down.

“D-don't die! I'll never forgive you if you die!” With a blink Flurry teleported away.

“Heh, fat chance!” Beatrix cantered almost playfully, the Smooze guiding her movements, making her a natural sword-master with his aid. The rune-encrusted edge whirled overhead, manipulated by her aura, carving apart anypony that neared her with supernatural speed. Innards rained down above her, and she raised a shield, the mess dripping down the invisible bubble.

She'd never really been the heroic type. But she did like spending time with family and friends, not to mention having some fun whenever she could, and how would that be possible if Equestria fell?! With the Smooze's help she was practically invincible; all she needed to do was help them finish this up and she could finally return home to a well-deserved rest...

*****

Snow crunched under hoof when Sunset Shimmer made her approach. The cauldron bubbled its soupy, morbid contents to overflow. She walked past it down the barren trail surrounded by rows of cracked crystalline columns. Ahead she spotted Starlight Glimmer who lazily reclined on her throne, staff resting in one hoof and the Necronomicon opened on her lap, a smug expression on her snout as eyes surrounded by dark circles feverish read the alien words marking the pages.

Sunburst's ears twitched, collared and chained beside her. She wasn't certain if it was due to the growing Crystal Heart in her bosom, but Sunset could see him occasionally flicker, his presence a paradox that threatened to unravel reality.

“Hello, Sunset. It's funny. You could have been Celestia's star pupil, but instead you were replaced by Twilight, who abandoned you to that other world at the first opportunity! Couldn't have you stealing her thunder, I suppose!”

The words stung but Shimmer reminded herself this was simply a twisted version of an old friend perverted by evil spirits; it could draw upon her memories but her soul was corrupted. “It wasn't like that! I chose to stay there. Look at you! You're cornered, your cult is crumbling, there's nowhere left to run or hide! Just surrender now!”

“Tch. They can always be replaced!” Glimmer rose and unfurled her plume. “Aren't they magnificent? Now maybe I won't need anypony to help me raise and lower the sun and moon! That's why Twilight Sparkle, or at least her counterpart from that parallel dimension, was such a poor host compared to me! She was too afraid to fully commit to this grimoire's power!”

Sunset shook her head. “And it ultimately destroyed her! Just like it did Foal-Bearer, and you too, if you let it!” She wasn't certain if any trace of Glimmer remained in there, but she would at least attempt to reason with her, even if she doubted that was possible anymore. “Look! Even Sunburst is afraid of you! Is that what you wanted? Aren't you in love with him?”

“Oh, he'll learn to love me. Even if it takes a lifetime!” She lifted her staff and started chanting the unknown language. Sunset fired a magic beam upon her, then barely managed to raise a shield to counter it when it was reflected back. A scorch mark sizzled where it struck close by. “You'll always be second-rate! Equestria wouldn't have made it this far with you as its champion!” Her eyes turned to inky black pits when she finished weaving her latest forbidden spell.

More evil apparitions arose from the Necronomicon's innards and swirled like an evil whirlwind above. Warped faces were visible as they howled, swirling about, forced to take corporeal forms upon their release. Unlike the cult's first leader Starlight didn't care that releasing them would weaken the dark tome; she wasn't as willing to patiently play the long game. She would bend and break them all to her will if necessary and damn the consequences! Even Tartarus would cower before her might!

Starlight fired a beam from her horn with such speed Sunset barely had time to counter with her own. The blasts collided in a rain of magical sparks as the struggle commenced. They withdrew their attack, then reconnected, dancing around one-another, both the would-be heirs to Twilight's legacy. But Shimmer hardly cared about that anymore.

She dodged the wailing specters which whirled by, attempting to take possession of her. It was likely the Crystal Heart would protect her even if they made contact...but she dared not take any chances. They expended more magic in a dazzling away of raining, colorful destruction, searing the ground about them and throwing up chunks of stone and crystal, continuing to escalate their assault as they dueled. She said another silent prayer to her loved ones, focused solely on saving Equestria...

*****

For quite some time Derpy's craft emitted sound waves which continually muddled the changelings. At this point dozens of acolytes had been torn apart by the armored, weapon-wielding insects, soaking the land in blood and body parts. However a change swept over the swarm when the evil spirits united with them, warping them into a more demonic visage, with multiple red eyes, thicker mandibles, and a more bloated size, their spear-like stingers now more akin to hateful spires.

From the viewscreen a black cloud descended and cloaked her gaze completely. “That's not good,” the pegasus muttered while hovering near the console that controlled the ship. She dropped her half-eaten muffin, turning a dial that raised all the ship's defenses. However they were constantly hammering away at what from outside appeared to be a column, slowly but surely puncturing it, cracks spreading and bits breaking away to reveal machinery and circuitry fine-woven under the mirage.

She considered her limited options. Perhaps a short hop away? On the other hoof, she was drawing attention away from Sunset Shimmer, and took a moment to study a device, seeing the powerful magic signatures of Sun and Star locked in mortal combat.

A crash sounded above as a grotesque, hairy changeling dive-bombed her, drooling a sticky, acidic substance which melted part of the console. Circuits sizzled and fried. A stinger embedded itself in the floor as she swooped away. She raised her sonic device, tuned it to full power, and unloaded a wave point blank in the monster's face, a shriek sounding as it burst into goo.

“No choice now,” she observed looking at the ruined innards of Time Turner's experimental machine. Had she done her part? She wanted to think so. She emptied a can to seal the hole, the liquids quickly hardening, not that it would keep the droves out for long. Her magic-seeking device spiked hard, and she breathed a sigh of relief, realizing Flurry Heart must have returned.

A hologram appeared from the damaged console; it was Time Turner, but an earlier incarnation she didn't recognize, a rougher looking stallion with a black jacket and a mane cropped so short his skull was practically shaved. “You were fantastic, Derpy Hooves! And you know what? So was I!” She laughed with tears in her eyes, overwhelmed to see her teacher one last time.

With the systems set to overload, she inhaled deeply, knowing it would take mere seconds for the invaders to overwhelm her. She plopped back on her bubble-butt to await the end with a bittersweet smile. “Oops, my bad!” A deafening boom sounded.

*****

Flurry Heart had collected everypony from the Atrocity Exhibition, then deposited them in the Crystal Empire, determined to bring all their forces to bear on the enemy. She spotted the mass of demonic changelings attacking the column, tearing into it, flooding its interior with a ceaseless buzz. She narrowed her eyes and steeled herself to teleport in and rescue Derpy.

The craft exploded. Chunks were tossed about and the mass shrieked when an inferno swallowed them. She was tossed onto her side with a yelp, embers reflecting in her eyes as she watched the meltdown. “D-Derpy...” She sniffled as the fires roared and black clouds enveloped the sky above. “No!” She flew above the flames, seeing nothing but blackened figures inside. “M-maybe she'll transform too?” She'd heard about Time Turner's odd ability. But all she heard was a continual crackle.

Cherry Jubilee trotted forward and shook her head. “I'm sorry, sweetheart.”

“Sunset may need our help,” reminded Rarity who squeezed the fire ruby for support.

“We could also be in the way,” considered Octavia who watched the atmosphere far ahead of them flash each time spells were cast. “Still, we can only do our best. Let's make certain Starlight's minions can't interfere, at least!”

Thanks to an antitoxin human Trixie forced down Diamond Tiara's throat, she'd managed to weakly rise back to her hooves, muscles still tender and her horn sparkling when she tried to work a simple spell. “Thanks, I can't bear to sit the rest of this one out,” said Tiara who dusted her tattered red cape. “Not after what those motherbuckers did to Babs Seed and Silver Spoon!”

“I feel ya,” said Tree Hugger. “We all owe our nemesis, but don't forget what's really responsible!”

“If we can somehow get the Necronomicon away from Starlight...” Pinkie's tail twitched.

The small army rushed to support their champion. And ahead they spotted what most believed to be Shining Armor, whose white blade continued to whirl about like a scythe, chopping apart foe-after-foe until the streets ran with blood. Of course Flurry and a few like both Trixies and her sidekicks knew the truth. The deception bolstered the morale of the survivors who rushed to support the Paladin. Gunfire, melee weapons, and spells cut down the cult members that still remained in droves.

*****

Thick tentacles erupted from the floating Necronomicon in a rush, hundreds unfurling in response to Starlight's will, clasping around Sunset's translucent limbs. “Gotcha!” She watched her prey struggle with dark eyes, horn lightning up as she tried to blink away, only for her counter-spells to keep her locked in place. “Aw, what's the matter? Is that all you have?” Slimy suckers traced over Shimmer's sparkly physique, whose snout scrunched up as she wiggled and groaned. “Guess you're screwed!”

She turned to 'Shining Armor' whose blade arced through several tendrils, severing them in a mess of clear fluids which reeked as they splashed about, and the Paladin seemed to dance about, more extensions lashing around the Paladin who continued to cut them down. “You can't fool me Beatrix Belladonna! This grimoire allows me to see through your petty little tricks!”

A cluster of tentacles rained on the knight, enveloping her, and while the Smooze tried to slither though their hold, the eldritch abomination could somehow counter its ethereal nature, forcing it into a more solid form. “Ah,” cried Beatrix who with a poof of a sparkly, colorful cloud was forced back into her usual form, restrained from all directions by the creature. It ripped away her clothes. Poked and prodded at her. “S-sorry Sunset,” she called wincing as the slippery beast started to invade them.

The small force rushed to their aid, raining destruction on the monstrosity, while Pinkie dove through the air trying to grab the black tome, but they too were captured with little fuss despite their team effort. “Damn it all,” cried Diamond Tiara as she watched Pie land with a splat near her, caught by a tendril and slammed face-first into the dirt before she too was raped.

Octvavia was pulled upside-down by the ankle of a backhoof, making Vinyl Scratch and Lyra desperately rushed to her aid, simply to end up snatched themselves by rubbery limbs which moved with the swiftness of cobra strikes. Tree Hugger's rifle was ripped away as she was taken, likewise Cherry Jubilee's pistol when the puckered suckers coiled around her barrel.

Blueblood raised a barrier to defend Rarity, Fuschia, Lavender, and both Trixies, but this too was easily shattered before the full-force of the Necronomicon, as they too were scooped up and almost playfully toyed with by the cult leader.

Flurry Heart blinked away, her horn showering down lasers on the rolling mass beneath her, but more-and-more emerged from the pages, until scores of them seized her too. “Let me go!” She thrashed as they dragged her down, somehow able to nullify even her powerful spell-craft, and she watched in horror as her loved ones were continuously violated before her eyes.

A chain rattled from the throne. “Stop this,” cried Sunburst.

Power surged inside Starlight Glimmer who watched the bloated tentacles molest her captives, their coats drenched under the slimy pulsating suckers which enveloped them. She had won! What to do with her prey? Feed them to the cauldron to further empower herself? Brainwash them into being her slaves? Let the abomination fill them with its horrific spawn?

Perhaps she could do all of those?! Maybe she would recreate the Four Horses of the Apocalypse from the best of them, just for kicks! She'd surpassed the failed cult leaders before her. There was nopony left in Equestria to resist her!

Author's Note

Farewell Derpy... :derpyderp1: :derpyderp2: