The Depths of Oblivion

by Dr Sharaz Jek

Rating: mature
Tags: Sex, Death, Narcotics, Anthro, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Original Character, Porn, Fetish, Spike, King Sombra, Suicide / Self Harm, Horror, Profanity, Non-consensual, Violence
Length: 167997

Aliens who can travel between dimensions invade Equestria, and in desperation, the survivors must turn to Sombra for aid. However, Spike has his own mission to save the land, while a stranger with connections to the invaders shares a dark secret.

Equestria collapses once eldritch horrors from another dimension invade. Survivors are driven underground, banding together in herds for the sake of survival. One such group has no choice but to ally with Sombra, however naturally he has his own agenda; will the price of his services prove far too high?

Meanwhile, another clan allies under Spike, who plays the long game, hoping that if he stays low and repopulates the planet it might eventually recover. A number of females fall under him, convinced his plan is the best hope left. But what will happen when these two alliances finally converge?

And who is the mysterious stranger they soon meet who seems to have some knowledge of these creatures?

Other characters appearing in this work: Fancy Pants, Fleur de Lis, Inky Rose, Pacific Glow, Trixie, Sunset Shimmer, Twilight Sparkle, Autumn Blaze, Ember, Smolder, Diamond Tiara, Octavia, Vinyl Scratch, Somnambula, Rarity, Sweetie Belle, Limestone Pie, Fluttershy, Tree Hugger, Shining Armor, Wallflower Blush, the Dazzlings, Chrysalis, Tirek, Cozy Glow, the Sphinx, Starlight Glimmer, Cadance, Flurry Heart.

A collaboration with NotaPonyPerson, who's supplying much of Sombra's dialogue and ideas for this story. Check out his fantastic work!

Published 2019-09-14 22:20:01 UTC
Last updated 2020-06-14 01:17:52 UTC

Chapter 22

It was around noon when the banquet commenced. Everyone was invited to attend, their hostess Somnambula setting out another fresh feast with help from her two understudies, Diamond Tiara and Cozy Glow. The interior was well-lit by candelabra, casting a golden sheen which matched the décor. The heads of the party and their closest lieutenants were seated near the middle, covers removed from the steamy foods which filled the air with an aroma of rich spices.

Gradually everybody filled the seats. “A moment please,” said Sombra when he spotted the hippie.

“Hey man, what's up?” Tree Hugger had been busy helping Fluttershy looking after the impregnated mares, but she fell into her usual daze the moment she encountered him, her smile crooked. “Think we've got some time to-”

He shook his head. “No. While it wasn't my intention to wrong you, I've done you a great injustice. I wonder,” he began playing with one of her locks with a frown. “Will you despise me too, once you're back to your old self?”

Fluttershy looked at him. “Old self? You mean...? Tree Hugger isn't the type to hate anyone.”

“Perhaps not.” He brushed the cover of his white-and-gold tome. “Somnambula?”

“It is risky I fear,” said the prophetess who approached and brushed his bleached mane. “But you may have the will to survive it. A lesser mage would have broken by now. Or become its slave,” she reminded still shame-faced.

There was also a danger to his subject, he realized. She was his ghoul due to necromancy; would reversing it simply reduce her to dust? If it didn't work most of them would never forgive him. But if he achieved it.... “Give me space,” he requested. “Not you, Tree Hugger.” Tenderly he laid his palms on her soft cheeks, and she closed her eyes and cooed in bliss.

“You'd better not hurt her!” Shy admonished him with a stern glare.

“Have faith in me,” he said with a chuckle. He'd memorized the spell, now a series of runes like all the others which scarred his soul. Now a number of onlookers were gathering, listening in, wondering at what he was about to attempt. He shut them out and slowly inhaled. Whatever the consequences, he knew it was right, that he couldn't leave her as this sad parody of herself.

Warmth filled him and flooded into her. “You're all tingly,” she mumbled with a giggle when he started to glow.

“Don't resist it. Feel the vibes, as you always say.” He realized that's why Bellatrix had ended up split between her demonic and angelic self; she'd been scared of losing herself when he tried to purify her and had willed herself to remain the same, ending up divided into her current state. But Hugs was prone to be his slave, unable to disobey even if she wished to.

She moaned low. Faded colors were slowly returning to their former richness, in her dreadlocks, thin coat, and skin. Tears slowly ran down her face, a rapturous sensation overwhelming her at this mysterious act of faith healing. The crowds gazed on, entranced, barely able to believe such a miracle could be performed, and by Sombra of all creatures.

“Nice vibes,” she murmured slowly blinking her eyes open. He withdrew his hands, huffing as the glow dulled.

“It's done, isn't it?” Fluttershy ran up to her. “Are you okay, Tree-?”

“I'm totally cool. Thanks to Sombra. You saved my life.” She gave him a slow, warm kiss on the lips.

A smack sounded when she finally withdrew. “I merely righted an old wrong. You're free now.”

“Hey, this doesn't have to be the end if the alliance goes through,” she mused. “Like, if you and Spike do share your harems...”

He smirked, his heart still racing, on the verge of exhaustion. Taking his place in his chair, Inky Rose and Pacific Glow were instantly seated by his sides, concern written all over their faces. “Worry not.” He squeezed their hands. The holy book rested comfortably in its satchel, yet somehow he didn't feel quite the same compulsion to devour its contents. Perhaps because so much of it was now tethered to him they were practically one entity. Yes, he decided, it must be a living creature.

After a few minutes Somnambula asked, “Is everyone present? Then we can begin.” She pursed her lips, the sphinx still avoiding her, but they couldn't wait around forever. “Have you made your decision, Spike? Are our terms acceptable?”

“They are. On a few conditions. I don't want to pass around my concubines like they're objects, and I doubt Sombra wants to do the same with his, either. So how about this? We make a temporary trade when necessary.” The drake shot him a toothy grin, having laid out parts of the speech Twilight had no doubt prepared. “Does that sound fair enough?”

“Granted,” replied Sombra. “And what else?”

“We'll only do our, ahem, 'business' on the terms of those we choose. This should go without saying, but I don't want any of them harmed, physically or emotionally. Go against that and consider our alliance null and void!”

“You need not worry about that,” replied Sombra darkly. “I know my fearsome reputation precedes me, but I'm not the tyrant you knew.” He studied Fleur de Lis who wore a neutral, professional expression. “Anything else?”

“That'll do for now,” cut in Smolder who wore a snarl.

“We may make amends to the deal later,” added Ember. “If both parties agree to it.”

Somnambula looked between the leaders and their closest followers. “Any objections? Then let us dine.” She relaxed her posture, reaching over for rolls lathered in butter and syrup which she set upon her plate. Pretty soon nearly all of them were dining, some casually chatting over their lunch, while a few were still lost in mourning over Limestone's loss.

There was a clatter of silverware and plates, with gemstones piled into a bowl for the dragons to peruse. “Oops,” said Cadance who dropped a few grapes that rolled onto the floor while she fed her husband. “Allow me, sweetheart.”

She dove under the table, licked her lips, and stealthily undid his zipper. “C-Candy,” he whispered when she pulled his dark cock loose, taking into her mouth and making him tense up with a grunt while she proceeded to furiously bob her head. Luckily no one seemed to notice, and she undid her top, wrapping her bared breasts around his rod while she licked and sucked.

Flurry stared at his flushed face. “You okay, daddy?”

“Y-yeah...” He caught the eye of Beatrix who stifled a snicker, catching on.

Sombra shook his head in bemusement, receiving his own attention from Inky and Pacific who mashed their soft busts on him while they fed him. “I've missed you two,” he admitted. “Where we were, it feels like its been forever.”

“I'm simply relieved you made it back,” said Inky who shuddered in delight when he sucked honey from her fingers.

“We're so lucky,” said Pacific who played footsies with him. “It'd be so lonely here, but thankfully we had each other!”

“If only we were warriors. We won't be able to participate in the final battle,” lamented Inky.

“I wouldn't wish either of you to. Especially since you're carrying our child,” he reminded Pacific with a caress of her belly. “At least your wing is now healed, my beautiful black rose.” He stroked her feathers, nuzzling them affectionately. It wasn't like the old him to be so romantic, as he merely took what he wanted, but he found an unexpected satisfaction in this.

Overhearing them, Octavia said, “With all the recent losses I'm not certain we can leave many behind to defend the pyramid.”

“Yeah, it was a massacre.” There was no humor for once in Vinyl Scratch's voice. “Lots of Diamond Dogs and miners gave their life to stop the invasion. Even collapsed a few tunnels right on top of the Eldritch, sacrificing themselves for us.”

“It could have been far worse,” noted Wallflower Blush. “If the sphinx hadn't engaged the Demiurge we might not be here.”

“A small consolation,” added Fleur de Lis who stroked her tresses. “You speak about organizing a final strike on the Eldritch base, which I'm all for, yet we don't know exactly where it's at, do we? I take it someone has a plan?”

“I know it's likely somewhere below the ocean,” said Wallflower. “Bellatrix and I encountered the Dazzlings there.”

“There is but one known ocean left,” said Tavi. “However, that only narrows it down so much.”

Cadance rose back up with another lick of her lips and announced, “I may know where it is.” She smiled when their attention focused on her. “It's when we were trapped in Chrysalis' hive. She always liked to talk to herself. Anyhow, I overheard her babbling some coordinates to herself, like she was trying to memorize them, when she thought Flurry and I were out...”

A tattered map Wallflower had drawn was laid out, and Cadance accepted a pin from her, drawing a circle around the radius. Several of them crowded around it, many filled with a sense of dread, knowing that this would be their last hope at survival. If they lost this battle it was unlikely the survivors would last long, even with the pyramid to harbor them.

“Maybe you should stay here Beatrix,” said Sunset. “You could take the survivors to another realm...if...”

“No way! I'm one of your most skilled casters, now that teacher's trained me! And besides, that's like admitting defeat already! I take your point, and hey, I could retreat from the battlefield if things go too sour, but the Demiurge is my responsibility, too!” Belladonna toyed with the Prima Materia for support, looking between them. “You're, well...you're all like my family now.”

“Aw, how sweet.” Bellatrix made a sour face. “But can we really just blink ourselves in there?”

“Sunset or I probably can,” said Twilight Sparkle. “If we get it wrong, we'll suffer a quick death, so we have to be sure.”

“I shall astral travel there to be certain,” said Somnambula. “Of course I must be cautious. The Eldritch know methods that can shred a soul apart and scatter it to oblivion. Have faith. I will check before the night is over and report what I discover.”

“Sounds like a plan,” said Smolder between crunches while she ate. “We can finally kick their alien butts!”

Ember nodded with her arms crossed. “I can't forget what they've done. Spike, thanks for dealing with my father.”

“Hey, it's what I'd want you two to do if the Eldritch made me into that,” said Spike with a shudder.

“You don't have to worry about that,” said Autumn Blaze with a wink. “Huh, but should I stay here, too? I mean, I do have a Kirin inside me, but on the other hand, I cleaned house when the Eldritch attacked! Decisions, decisions...”

“Your choice,” answered Spike.

“I believe it's a risk worth taking,” cut in Sombra. “As noted, we need all the warriors we can get. We have no idea how many Eldritch are actually holed up there, or what kinds of creatures they may have ready to assail us.” He'd seen them in action and knew they were all quite capable; but would it prove sufficient? Once again, he'd have to have faith in others.

By now most of the attendees had finished their feast, with Trixie passed out and snoring. Diamond Tiara, Cozy Glow, Fluttershy, and Tree Hugger helped their hostess clear the dishes, some of the attendants retiring to their rooms. With festivities out of the way the mood was again decidedly somber, most well aware that this gamble could mean their extinction.

The map was still lying on the tabletop, a constant reminder of what awaited them.

*****

Every time Somnambula slept she had prophetic dreams about the future. Upon returning to her shrine, she had immediately settled into her meditative state to scope out the Eldritch base underwater, asking that her understudies watched over her. Her astral form had swam through the stygian seas, spotting the bone-and-metal crafted massive structure lodged on the bottom of the ocean floor. She barely evaded the notice of the Leviathan, who swam about devouring entire schools of fish.

Memorizing the exact location and its dimensions the best she could, she zipped back home, and her bloodshot eyes shot open. “I know know where they are. But I have this terrible premonition our attack could end in disaster.”

Diamond Tiara asked, “What can we do? We can't hide here forever!”

“I know. That is certainly not the answer. The Eldritch are also mustering their forces and resources. Granted they are also on the decline, driven by desperation. We must leave them nowhere to run, or they will simply repeat this process in another dimension, and the Demiurge shall truly become unstoppable.” She sighed with a shake of her head.

Cozy said, “Maybe we can, you know, 'power up' Spike some more?”

“I'm not sure his body can take it. But we are low on options. It was wrong of me to try and use Sombra and Spike. I must be honest with them from now on. I have an idea, if they will agree to it. A last celebration.” She rose, tapped the altar a couple of times, and a secret compartment opened up. She removed a dense book and opened it up, which her followers stared at.

“Whoa,” hissed Tiara who blushed while she stared at illustrations of Celestia and Luna were entangled with mares, stallions, and a number of other creatures. “I-I didn't know those two did porn! No wonder they tried to bury it!”

“Juicy, isn't it?” Cozy smiled wickedly. “Huh, never seen some of these monsters!”

“Not monsters,” corrected Somnambula. “But many were driven to extinction during the war with Discord. Actually, this is a depiction of a ritual the sisters performed to seal their alliance with the other races; an all-out orgy between the leaders and their closest followers which they were sworn to secrecy about. The sphinx was present, and kept notes on her experiences...”

“I don't follow,” admitted Tiara. “Why are you showing this to us?”

“An all-out orgy between our group to boost morale,” said Cozy with a snicker.

“Correct. It may seem profane to some, but certain spirits recognize it as a sacred ritual. They will look after those who choose to participate and bless us with good fortune.” Would they accept her proposal? And would it work? No, she couldn't allow her faith to waver now. She passed them the book, allowing them to pour over its contents which made them blush profusely.

It would be a celebration of love and life. A potent reminder of what they all fought so hard to preserve.

*****

While there were some doubts about this unorthodox plan, the leaders agreed once the prophetess explained her reasoning and showed the book to them. “I-I never would have imagined,” admitted Twilight with colored cheeks.

“Me either,” said Sunset who was equally flushed. “They have quite a set of...assets. Only Cadance and Fluttershy come close! Granted, these illustrations could be a slight exaggeration...” She couldn't help but turn the pages with her.

The banquet hall had been cleared out. Large silk pillows and blankets were placed along the floors, incense were set up, and erotic statuettes and murals were placed, giving the interior a sensuous atmosphere. A number of bottles filled with oils and aphrodisiacs were prepared, alongside a variety of exotic toys which would help them reach the heights of euphoria.

Spike couldn't help but puff out his barreled chest and grin. “It's almost like we're back in the Pleasure Gardens!”

“Oh, it will be soon! You'll barely be able to tell the difference,” assured Autumn Blaze who nudged his six-pack. “Better hope you're packing lots of reserves once in starts, because you'll have tons of women lining up for a turn I'm sure!”

“I can hardly wait,” he said sheepishly with a scratch of his neck.

“One last dance,” said Autumn with a series of giggles. “We'll go out with a bang!”

“Nah,” said Smolder who studied a nude statue of a voluptuous mare. “I don't plan to go out at all!”

“Me either,” added Ember. “But I can't deny it's a possibility. A lot of us might not make it back, so let's live it up!” When the time came she and Smolder pulled out their old horns, and trumpeted to summon the lovers from all over the pyramid. Soon they were practically flooding in by the dozens, a number of mares who usually hung back and Diamond Dogs also arriving.

Some wore all kinds of racy costumes while others came fully naked. Shining Armor and Cadance walked hand-in-hand, dressed in similar attire to when they had gotten married. To his relief Flurry decided not to join these lurid activities, still busy with her experiments in alchemy, and trying to sharpen her skills with the false horn she had attached to herself. Trixie trailed behind them, in her usual clothes, while Beatrix and Bellatrix wandered nearby, taking in all the sights before them.

“Surprised you came,” said Vinyl with a chuckle while she wandered in.

“Can it,” replied Octavia who tried to carry herself with all the dignity she could muster. “We could all use some stress relief.”

“Some of us are rather tightly wound,” admitted Fleur who strutted in with a sway of her hips. “Myself included. I'm sure my husband would understand, were he still here. He also had an appreciation for the finer things in life.”

“Like fine art,” noted Tavi who ran her hands over the curves of a sultry statue. “I...once posed for a piece like this.”

“Naughty girl,” teased the DJ who whacked her backside. “Ready to get this party started?!”

“Patience,” called Somnambula. “It is almost time.” Soon she started to snuff out a few torches, until they were down to candelabra which lit them up in a soft glow. She tossed a touch of colored powder into the fires, making them shimmer in a rainbow of ghostly colors. A myriad of aromas also filled the room, quite similar to the flowers in the Pleasure Gardens.

“We managed to save a few,” explained Tree Hugger proudly. “Maybe now I can, like, grow some new ones?”

“That would be wonderful,” answered Shy who like the hippie had came nude.

“Remember,” warned Sunset. “I probably don't have to say this, but we have to make sure everyone wants this. We don't want anyone hurt, physically or emotionally!” She walked from person-to-person, touching them to intuit their feelings.

“Such a shame we have so few males to go around,” said Cadance. “So I suppose I'll have to share!”

Shining squeezed her hand. “A-are you sure?”

She nodded. “Go with my blessing, and have a wild time! Go wet that dick with as much pony pussy as you can,” she whispered seductively into his ear which she nipped. “You won't get this opportunity again, so...”

“O-okay!” He wasn't used to such constant crude talk from her, but didn't question it, not when she gave him what he wanted.

Within minutes it became a mass of bared flesh, clothes discarded and tossed aside, bodies oiled up as partners were chosen almost on a whim. With this one last opportunity to celebrate inhibitions were torn down. It would hardly matter what they did now if they didn't come back from the next conflict; and the fear of death made all their instincts scream to reproduce.

“You make me feel alive,” admitted Inky who cupped her lover's face. “But you should enjoy yourself.” She narrowed her eyes at Spike who was watching them. “Let's just get this over with,” she said flatly to the dragon.

Pacific pursed her lips, looking to her master for permission, and he nodded. “What about you, master?”

Sombra cupped his chin in consideration. “How about...Twilight Sparkle. If we are going to share, after all...”

Glaring, Twilight shrugged and moved to him. “So be it. You make my skin crawl.”

“It's only fair if he plans to ravish my closest lovers,” he replied stroking her silky mane. “I'll even let you lead. Be honest,” he whispered to her. “You could have easily ruled the alliance from the beginning, but all that responsibility is so tiresome, isn't it? Instead, you let Spike take control to ease the burden. But he's danced to the tunes of Ember and Smolder most of the time.”

“Maybe. I won't deny it.” Gradually she parted her legs, drawing him into her with a curl of her lip.

At the same time Spike drew the two concubines to him, the goth one closer while the raver settled behind her. “A-are you sure-” But they were already open to him, worked onto his shafts, a tear dripping out of Inky's eye. “Hey, come on now. I know you don't like me, but I don't want to do this either, not if it makes you or anyone else miserable!”

She shook her head and brushed it away. “I have to do this. To seal the alliance and provide the strength you'll need.”

Pacific hugged her midsection from behind. “She's just worried Sombra will love her less after this! Aren't you, sister?” Inky didn't answer, merely closing her eyes, so she continued. “I don't like it much either, but we have to help! I mean, you're plenty handsome and all, Spike, and you do feel pretty nice, but we don't want to betray him in any way!”

“It's...not a betrayal,” huffed Twilight while she settled into a rhythm with her partner.

“All part of the ritual,” said Spike who slowly pushed further into them. He took his time, letting them relax and settle in, watching others make love from the corner of his eye. But now almost everyone had gotten into the swing of things. Some partnerships were expected; Ember, Smolder, and Autumn Blaze who was sandwiched between them, Sunset and Wallflower, Octavia and Vinyl...but Rarity and Sweetie Belle had decided to give a few Diamond Dogs a try with so few males available.

Diamond Tiara and Cozy Glow had paired up, while Fleur chose to take a turn with Shining. Cadance touched herself while watching them, a devilish smile on her face. Bellatrix stuck with Beatrix and Trixie, and even Somnambula joined in. A chorus of moans mixed with the squish of smooth flesh, which glistened under the ghostly lights.

“You know man,” said Hugs to Sombra who was still making love with Twilight. “Whatever you did with my body, you totally saved my life, so let's, like, call it even, you know? Besides...I didn't really mind. You have some nice vibes, now.”

He smiled. “Thank you. So, you don't sense evil in me?”

“Oh, that darkness will always be there,” she noted laying a hand over his heart. “But you've really learned to, like, master it. You used to be afraid, I can tell. Like if you let it go you wouldn't be yourself anymore, after living in the shadows so long!”

“I'm simply relieved you're okay,” said Fluttershy who colored watching her old friend be taken by an old enemy.

“M-me too,” huffed Twilight whose body was clearly reacting, whatever she thought of him.

At the same time Diamond Tiara walked over to her former friend. “Hey there.”

“Eep! Um, h-hi Tiara!” Sweetie squeaked, pinned between a Diamond Dog knotted above and below her. They continued to rut her, paying little attention to her new friend other than a few lustful looks. “Uh, what brings you this way?”

“I...I hate the way we've drifted apart,” said Tiara who stared down at her nude, shiny body, shuffling her feet. “We used to be really close! But that all fell apart when...” She didn't dare finish, not wanting to think of the horrible fates Apple Bloom, Scootaloo, Silver Spoon, and Babs Seed had all suffered. She hoped they'd at least died quickly in the war.

“It's partially my fault,” cut in Rarity who removed her lips from the Diamond Dog knot she was nursing, like her little sister being battered between a muscular pair. “I drew her away, convinced it was for her own safety.”

“It's fine,” said Sweetie between more squeaks as her face burned. “W-we can make up for lost time! So, you're working for-”

“Somnambula. Yeah. She's taught me a ton. Cozy Glow, too, surprisingly. Probably hopes she can reform her.”

“It's worth a try,” admitted Rarity who stroked the red wet member before her with both slimy hands.

Diamond Tiara edged closer and shared a long kiss with Sweetie. She rested her hands on her, lingering, indulging in a rekindling of their lost friendship. She waved Cozy to join them, and with a shrug the pegasus sailed over.

“Looks like fun,” said Cozy who studied the males available to them with a flutter of her wings.

An hour passed and some of them exchanged partners. Fortunately the aphrodisiacs assured their lusts wouldn't be slaked so easily, and their hostess supplied potions which had increased the sperm count of the males who ingested them.

“Mmm,” moaned Cadance with a coy smile. “I'm a little tuckered out, Shiny.”

“Already?” His ears drooped in disappointment, currently still engaged with Fleur who looked outright miffed at the announcement. He started to withdraw from her when Cadance put a hand on his back to halt him.

“No need to spoil you two's fun. Besides, maybe you'll perform better without having to worry I'll be jealous?” She winked. “Stay until it ends, please, and enjoy yourself to your heart's content with anyone you wish. I'll see you tomorrow.”

“You're the best Candy,” he replied with a sigh of relief and she kissed him before wandering off.

Fleur watched her backside sway as she left. “You're a lucky stallion. Almost as fortunate as my love was.”

“Yeah, I sure am.” He grinned and turn his attentions back on her, clasping her to him while they continued to make love.

A ways in Inky watched with envy and pressed to her lover. “Sombra? I don't wish to interrupt your fun, but...but I'm afraid we might not have another chance like this. I'm not needed on the field anymore, so please...put your child inside me.”

He'd settled his business with Twilight, her cunt still soggy with his spent seed and barely conscious. While he wanted to breed all of Spike's lovers before the night was over, he couldn't let his closest love languish, either. And he was admittedly just as eager to put a foal in her womb after all this time. He wrapped a hand around her waist and drew her to him.

“I will return. This I swear. But I do want you and Pacific to bear my fruit so I might carry on my legacy.” The raver beamed and patted her tummy. “The time to truly seal our love is long overdue.” She cheerily cooed when he tenderly pushed her back, lodging himself in her once more. Her plume parted on instinct like her legs, welcoming him deep inside her.

Despite an endless array of eye candy around them, his attention was entirely focused on her. She had helped make him who he is now, supported him every step of the way, and while she'd also tried to temper his darkest urges, she'd never tried to use or control him like Somnambula. He kissed her, assured her she was useful to him, able to sense her unspoken insecurities.

Pacific chimed in, “My parents never had any faith in me! You're the one who convinced me to keep living!”

“All I did was...take you in,” murmured Inky, trying to downplay her kindness.

“You helped me kick my drug habit! Saved me from suicide!” Pacific was on the verge of tears, welling with bottled up emotions at the memories. “Without you, I wouldn't be here! So thank you, sister!” She wiped her face on her arm with a sniffle.

“You're welcome, sister.” Inky managed a small smile, holding onto her lover while he pressed in-and-out of her.

They lost themselves in the moment. Her hands linked with his, and she coiled around him, unwilling to let him go. She shivered blissfully when he traced her full wingspan, and Pacific undid Inky's braids, letting them fall loose. She traded kisses with them both, while he slowly moved in-and-out of her, and she in turn moved her hips to match his sensual movements.

In truth he could hardly be happier. All that could make it better was to simply deal with the Eldritch once-and-for-all and put all this nonsense behind them. “You are worthy to be my Queen, my love,” he reminded her.

“Please...release yourself in me,” she begged with a nibble of her lower lip.

“Let me help,” said Pacific who ran her oil-smeared udders down his muscular back, her hard nipples tracing down him. She kissed his neck, ran a hand over his pecs, and used another to cup one of Inky's fleshy buttocks.

Bellatrix started to float over. “Should I help-”

Beatrix shot out an arm to halt her and shook her head. “Nah. We'd ruin the moment. This is between them.”

Sombra smiled at them from the corner of his snout, but his prized student was right; he wanted to lavish his affection on Inky. Faster he started to breed her, almost in desperation, like he feared this could be the last time and wanted to make it as memorable as possible. To his wide-eyed surprise, she suddenly pushed him back, taking control while she straddled him.

Addled by lust, she could hardly control herself, raking her nails upon his chest while she bounced atop him with bestial moans. He smirked and gripped her hips, while Pacific cheered beside them, shaking her tits about with a wild dance. When he groaned and started to flood her chambers, she leaned forward, pressing her bosom to his face with a whine of her own.

Her lashes fluttered and her wings twitched. She clamped her marehood around him, milking him greedily for all he was worth, determined to make certain he successfully seeded her. Inevitably she collapsed into his arms, where they held each other, his loins now drenched with her own release. “You're so cute together,” said Pacific with a titter. He nodded in satisfaction, thankful that at last he could fulfill his promise to her. After all, once the Eldritch fell it would be up to him to help repopulate it!

*****

Colorful fumes filled the alchemy lab. The chemicals here were rather volatile, but Flurry Heart always took care with whatever she mixed, and her precautions included a lab coat and goggles she'd borrowed from Twilight. She'd worked tirelessly, knowing there wasn't any time left to spare, not when what they hoped was the final battle with the Eldritch around the corner.

Apparently their numbers were all holed up in an ocean base. She knew each one linked into the hive-mind made them stronger, and rather than spread out, she supposed they were gambling on supporting the Demiurge which they worshiped. It was a risky move, but seemed sensible to her. However, she also hoped it would mean their downfall! She hummed and continued to work, a number of bottles filled with bubbly noxious liquids, all of which she planned to pass on for her allies to use.

“Ugh,” she complained to herself, still practicing with her horn which lit up and pressed a cork into a bottle. “Guess that's about my limit, huh? Well, it's better than nothing! Time to show them what I can really do!”

So lost was she in her work she didn't even hear her mother enter. She looked up with a small cry when a shadow fell over her and raised her goggles, then breathed a sigh of relief. “Forgive me,” said Cadance. “But the door was unlocked.”

“How careless of me. But this place is always open to you, mom. So what's up?” She placed a tube back in its container.

“Just wanted to see how my dearest daughter fared,” answered Cadance who scanned the sights around her; the plethora of lab equipment, the schematics and complicated formulas, the rows of books. “You're a genius. I'm very proud of you.”

“Aw, mom.” She happily blushed. “It probably came from your side, anyhow!”

“Yes, thinking isn't your father's strongest suit,” said Cadance with a small titter. “But he's always meant well, deep down.”

“Oh, I know. He's wonderful, too. It's a shame we haven't had more time to practice with our new horns. I want to-”

She shook her head. “I don't believe we should participate in the final battle. It's far too risky.”

“But mom-!”

“Trust me. We'd only be in the way. We can't have the others looking after us the whole time...we could get them all killed.” She took her daughter's hands who stewed in silent frustration. “I know you simply want to help, but we can do far more here. Fluttershy and Tree Hugger will have their hands full looking after all those mares, so we should lend our aid.”

“...alright,” she lamented with a droop of her shoulders. “Maybe you're right. I'm not really a warrior at heart. Probably could've been, if Chrysalis hadn't wrecked us so badly...” She turned and wiped her eyes on her lab coat's sleeve.

It was the moment Chrysalis had been waiting for, when Flurry's guard was completely down. Inside her body Cadance watched helpless, trying to batter the walls of her mental prison, screaming out warnings but unable to intervene. With a wiggle of her fingertips, the Queen's new flesh started to alter as she quietly worked a spell; a bit of Eldritch magic embedded into the eggs which were now implanted in Cadance's uterus. Her eyes flashed emerald, her horn turning to a jagged monstrosity.

Snake-like she seized Flurry from behind, clamping a hand over her mouth. From her palm she secreted a web-like goo which closed over Flurry's lips, muffling her cries of disbelief. Her horn lit, trying to grab one of the potions with her aura, but she speedily gunked up that too, the slime she expunged wax-like and hardening to dull what little magic she could work.

She too hummed while she worked, yanking the struggling girl's hands behind her, and binding them. Flurry kicked uselessly, flapping her wings and trashing, only to be pinned down by the nightmarish creature before her; somewhere between the mother she loved and the Changeling Queen, her demonic aspects warping her flesh as her true face rose to the surface.

“Just relax. You'll be mine soon.” She flicked an impossibly long tongue with a series of devilish giggles. First she kissed away Flurry's tears, and then her nails sunk into the dress under the lab coat, shredding it and her bra open to reveal the surprisingly plump breasts on her fairly slender frame. “Looks like you'll take after your mother as you age, you little harlot!”

Flurry whimpered and tried to cry out, while Chrysalis tore off the rest of her clothes and her panties, leaving her in nothing more than a lab coat and shoes. The Queen took a moment to savor her work with a lick of her lips, disrobing too and letting her clothes cascade around her. Then she climbed on the table with her, pressing their cunts together with a noisy squish.

While Flurry shook her head and closed her eyes, trying to will it not to happen, remembering all the tortures she and her mom had endured at Chrysalis' hands in her would-be hive, the Queen slowly rubbed their quickly blood-engorged slits together. Their meaty lips started to water under the friction, Flurry's flesh responding despite all her protests to the stimulation.

The moisture she secreted from her snatch was a potent chemical mixture; one that made her victim docile, submissive, and burning with a maddening desire to be successfully bred. Cadance silently screamed for her daughter, weeping and thrashing, imprisoned within this fleshy coffin and forced to watch all the lurid details of this sadistic mating ritual.

From her cunt arose jaw-like extensions, forced inside Flurry's vagina, widening it and digging to her cervix. This too was opened, gaping and drooling, ready to receive an egg which made Chrysalis' belly swell while she started to expel it in a birth-like ritual. She moaned and panted, blushing and fluttering her eyes, the ecstasy of laying her eggs in the warm confines of another living being indescribable. She squirted small spurts, dripping over their rectums, wheezing and pushing while her eyes rolled into her head and her lips twisted in shameless, almost religious euphoria while the egg started to pass.

“Thankfully, I'm immune to my own secretions~!” She cheerily hummed with a wiggle of her hips. “Are you watching, Cadance? Say goodbye to your little whore! She's mine, now and forever!”

Flurry wept and thought about how much she loved her parents and half-sister as her mind blanked.

The gooey oval slid with a schlick from one pussy to the next, gradually deposited until it was inserted into the depths of Flurry's slimy womb where it embedded itself to her slippery walls. Flurry moaned too, tongue lolling from shared bliss between them, her mind dulled to everything but the need to be successfully inseminated by this strange creature.

They came as one, spraying over each other, their lubrication dripping down the sides of the table with soft splashes to puddle below. Her breasts heaved, and her mind slipped away, reduced to another drone in the Queen's newest hive.

“Good girl,” cooed Chrysalis who withdrew the jaws back into her insides, and slipped from her leaving a trail of pussy juice between their slits. She stood and stretched, banishing all traces of her true nature for the moment, until she appeared to be Cadance again. “For your first task, I want you to mix up some special potions for Beatrix and Trixie. You planned to give some to them, didn't you?” Flurry nodded. “When the time comes they'll never know what hit them!” She laughed wickedly.

Flurry stood and at Chrysalis' instructions chucked her lab coat. Her eyes were glazed over, and she was unnaturally still, enslaved to the egg locked in her core. The Queen slowly traced her palms down Flurry's ample assets.

The Eldritch were fools! And so were Tirek and Cozy Glow for not joining her! She'd been reborn stronger than ever through their dark magic, and in the process no longer had their implants weighing her mind down! At the war's climax she would pit the Eldritch and the alliance against each other, until she rose triumphant from the ashes and dealt with any survivors that couldn't be converted! And best of all she would be able to slaughter or turn everyone who ever denied her, including Starlight Glimmer! Yet she couldn't get ahead of herself. She would start with those they planned to leave behind at the pyramid...

Chapter 23

Everyone made their final preparations. Once the battle commenced there would be no going back. Between them all only Twilight Sparkle and Sunset Shimmer were capable of true teleportation; it was a skill Sombra had never quite mastered since his rebirth despite repeated attempts, and while Beatrix Belladonna could dimension-hop, she dared not use such a skill to travel from one place to another in the same realm, with the explanation that to do so could cause reality itself to unravel as a result. Plus she noted that it was difficult for her to even decipher exactly where she'd land each time.

“We'll form two teams,” explained Twilight before the attendees in the hall of the pyramid. “One with me and another with Sunset. That way we'll be able to hit the Eldritch base from two directions at once!”

“A simple plan,” admitted Sunset who stood by her. “But it also means less can go wrong.”

“Sounds fine to me,” said Smolder who rested a fist on her hip. “But how will we divide the teams?”

“Better keep them equal as we can,” said Spike. “But also make sure we compliment each other, too! Also, we have to decide who's coming and who's sticking behind. I hate to leave this place practically defenseless, but we'll need all we can muster!”

“Not to worry,” said Somnambula. “It would take quite sometime even for the Eldritch to penetrate this mystically reinforced pyramid. Diamond Tiara, Cozy Glow,” she turned to her acolytes. “Remember, help the others look after the mares here.”

The duo bowed. “You can depend on us,” swore Tiara in a solemn fashion.

Cadance smiled. “A shame we can't come. But I'm sure you can handle this on your own,” she said to Shining Armor who nodded to his wife and daughter with a pained expression. “Isn't that right, Flurry?”

“Yes mother,” she replied. “I've loaded Beatrix and Trixie down with plenty of my best potions!”

“We'll make good use of them,” assured Trixie who kept the tubes hidden within the pockets that lined her inner cape.

“Count on it!” Beatrix patted her cape too with a smirk.

Shining Armor hugged his wife and daughter. “I'll miss you. But we have to do this.” He took his wife's hand and kissed it.

“You're so chivalrous, Shiny.” She traced his white armor with a titter.

The soldiers lined up and were selected by the teams. It was decided that Spike would lead the side that went with Twilight, while Sombra was in charge of those with Sunset. Rarity and Sweetie had supplied their armaments with all the runes they'd carefully crafted, which multiplied their effectiveness. They would also be staying behind, unsuited to all-out combat.

Fluttershy and Tree Hugger were already busy looking after the mares. Inky Rose and Pacific Glow came to see their master off. “I know you'll save Equestria,” said Inky who touched Sombra's cheek. “And that you'll return to us.”

“We're a little worried of course,” chirped Pacific. “But we have complete faith in you!”

Sombra embraced them both. Sometimes it felt rather surreal, to love and trust another, but the emptiness he once tried to fill with the pursuit of power was gone. He'd read more of the holy tome's contents in preparation for this. Over his shoulder he saw Beatrix and Bellatrix watching him, patiently waiting until he led them on their final mission against the invaders.

“I shall return,” he swore laying a hand over his two closest consorts' bellies. “Be safe until then, my loves.”

Fleur de Lis leaned on her halberd. “Let's not waste any more time.”

The sphinx had kept to her corner the entire time, trying to obscure her wounds, but padded over to Somnambula's side as the priestess gripped her cat o' nine tails. Autumn Blaze had also insisted on participating despite her pregnancy with the assurance that, “Kirins aren't hurt so easily! Especially when they come from a strong drake like Spike!” She patted her stomach.

“Now or never,” said Wallflower from beneath her hood. “Let's finish this.”

Two circles were formed and the alliance members joined hands. Soon they vanished in a blink and left the hallway mostly barren. Chrysalis' smile widened to a devilish smirk, still disguised under Cadance's flesh. Now there was no one left to interfere. She exchanged a look with her first drone, Flurry Heart, ready to implant eggs in all her would be puppets...

*****

Spike's team arrived in a section of the ocean base. Its members included Twilight, Ember, Smolder, Fleur, Autumn Blaze, Vinyl Scratch, and Octavia, alongside a number of Diamond Dogs and other volunteers who were judged suitable for combat. They wasted no time so much as studying the bony corridors, unleashing the full brunt of their rage.

Flames and magic lit the darkness. Machinery was ripped apart, revealing the organs still pumping, trapped within metallic walls that started to bleed, still encased in skeletons. They cooked under the fires, ruptured under claws and weapons, the team determined to free the remains of creatures like them that were reduced to morbid fuel that served the aliens.

“Destroy everything,” called Spike as a crimson mess sluiced under his feet.

“You don't have to tell us twice,” replied Smolder as they practically waded through the gore pooling below them.

“Disgusting...and rather sad,” noted Tavi who tried not to inhale the stench of cooked meat.

They continued to wreak havoc throughout the tunnels, with no particularly destination in kind, simply focusing on sabotaging whatever they could while they hunted for the Eldritch. So far they hadn't encountered any resistance, not even any automated traps, which Twilight used a spell to scan for. But the lack of them simply made her even more anxious.

Within minutes, with a trail of devastation left behind them, they arrived in a wide open chamber. It appeared to be a factory, but nothing was being built at the moment. “It probably shut down the moment we arrived,” noted Twilight.

Ember flicked a fin-like ear with a nod. “I can hear an alarm somewhere. It's almost silent, but...wait, what's-”

Before she could finish she caught a subtle creak and vibration from elsewhere. A wall suddenly collapsed inwards, and a tidal wave flooded inside, those who could fly taking to the air and carrying those that couldn't. A portion of the ocean funneled inside, and with it arrived the horrific Leviathan; the monstrosity made from a fusion of the Dazzlings with a sea beast.

“Look out,” cried Spike who protectively blocked them, trying to ready a flaming breath only to be swatted by its tail. He hurtled through the air, then did a twist and recovered, still dizzied while his allies struggled to battle the monster.

While they were attacking it from all sides, it shrugged off dragon's breath which left tiny burn marks at best. The runes that empowered their weapons proved more effective, the armaments blazing white when they cut through its steel-like hide with a hiss, but that brought the warriors dangerously close to its slavering jaws as it crunched down on a hapless miner.

Just as bad was that the Leviathan wounds healed almost as quickly as they dealt them out; skin fusing back together, bone mending, his warriors forced to scatter as it thrashed and snapped, making the entire area quake.

“Damn it! Let's combine our fire,” ordered Spike, and Ember, Smolder, Autumn Blaze, and Twilight nodded, adding her own spells to the inferno they unleashed over it. The area was alight, filling with smoke and steam.

“Sister,” cried Sonata with a sob while she watched Adagio's body blacken and melt.

“That's it,” observed Twilight as its wounds slowed their regeneration. “It's drawing more power from the Dazzlings!”

“Then we'll just burn 'em,” yelled Smolder who tried to close the gap towards Aria who snarled at her.

“Wait,” said Spike who pursed his snout. “Maybe we can still save them!”

Ember shook her head. “Are you insane? They've been altered by the Eldritch!”

His face twisted in pain. “I know, but-” He wasn't certain why it felt so important to save them; after all, weren't they enemies? He didn't even really know them. But he figured they were victims too, that if they ever wanted the old Equestria back, he'd have to show mercy where he could. With that in mind he and Twilight shared a nod of understanding.

“Try to pin it down,” said Twilight. “Keep it paralyzed!”

“Will do,” said Vinyl as she and Tavi followed Fleur into action.

Autumn whispered to to dragonesses,” Let's distract it.” She blazed back into her Nirik form to take the lead.

Under Spike's command they worked in tandem in attempt to subdue the Leviathan. Thankfully the downed machinery and platforms allowed those who were grounded to mostly avoid the waters, and the flood had slowed, Fleur driving her halberd into the creature's tongue in a spray of crimson as she tethered it into a heavy section of machinery.

She was aided by the others, while Twilight and Vinyl wrapped the monstrosity in their combined aura. They wheezed and sweated, strained to hold down its massive weight with all they had, while Tavi used a knife to cut loose Sonata and caught her.

“Let me go,” demanded Aria when Fleur worked to do the same.

“You'll be okay. I swear it,” answered Fleur who drew her away from the Leviathan.

In a last desperate attempt to escape, the Leviathan threw its entire weight into a trash, and bowled several of them over. Water erupted in spouts and metal creaked threateningly, as the entire area verged on caving in completely and ejecting them out into the ocean depths. Its jaws opened wide as it descended upon Fleur, ready to swallow her...

*****

Concurrently in another section of the base arrived Sombra's group, which included Sunset, Wallflower, Beatrix, Bellatrix, Trixie, Shining Armor, Somnambula, and the sphinx, plus their own pack of Diamond Dogs and miners-turned-soldiers. Unlike the others he tried to take a stealthier, more subtle approach, wondering where to hit where it would hurt the most.

They quietly made their way through the shadows, to what appeared to be a computer room. Wallflower borrowed one of Trixie's smoke bombs and set it off with a low hiss; the circuitry fizzled with a few sparks and she was easily able to open it. More were set off, colorful swirls misting around the terminals, which started to glitch out or in some cases power down.

“That takes care of part of the security,” noted Sombra. “But I'm more concerned with Starlight.”

“And the Demiurge.” Beatrix gripped the Prima Materia for comfort, reminded of the monster she once believed herself to be.

“I nearly slaughtered it. Would have completed the task if not for interference,” said the sphinx with a low growl, so large she was forced to wait outside while they disabled whatever they could with Trixie's improved creations.

“And almost perished in the process.” Somnambula tried to stroke her wounds with a tender caress, but the guardian withdrew. “Please. Do not allow pride to be your downfall.” Her eyes watered, studying the black markings on her underbelly.

“I've paid the price for similar follies a number of times,” admitted Sombra. “Perhaps I could-”

“No.” The sphinx loomed her face before his. “That would put me in your debt. And besides, the act would surely kill you.” She an a claw through his bleached hair with surprising tenderness and a soft smile; the closest she could admit to respect and affection for him. “I realized in the battle with that abomination my time is short. But I will take as many as I can with me!”

Sunset cautiously touched her paw and her eyes flashed white, realizing she spoke truly. “Is there really nothing we can do?”

“Lead me to the Demiurge. Let me finish it,” the sphinx practically pleaded with her teeth bared.

Bellatrix sniffed the air with her. “It's hard to tell between all the stink here, but there's something odd ahead. Familiar, even. I know...it's like that tentacle pit you rescued me from, sister. Guess the Eldritch left more monsters than I thought.”

No sooner did she say that when a menagerie of monstrosities sidled around the corner; all kinds of horrific monstrosities they had captured and experimented on. Most had been sacrificed for fuel, but some were left to be studied, and in desperation they now loosed them upon the intruders. Nightmares with pincers, mandibles, claws, tentacles, stingers, and all manner of wings skittered towards them, slavering with rage and hunger. The sphinx immediately leaped into action with a hiss.

Everyone joined her as Trixie dropped more bombs to cloak them. White arrows sang out and felled one, its wound oozing a colorless, noxious liquid. The magicians channeled as one with Sombra at the lead, like he'd taught them. The rune-lined broadsword flashed as Shining Armor charged in, letting loose a war cry while he hacked apart carapaces under his blows.

Somnambula whirled her whip and struck one's skull, which cracked under the impact. She was supported by Bellatrix from the air, who helped the others cast their spells in a flurry of the elements and the illusions Lulamoon worked to help distract their foes, while Wallflower loosed shaft-after-shaft from her quiver. However, their sheer numbers threatened to overwhelm the sphinx. Paws and teeth ripped open the creatures who piled over her, and the Diamond Dogs rushed in to her aid.

“There's too damned many,” cried Shining who's blade and armor were now slick with insect guts.

“That probably means the Eldritch are holed up somewhere scared,” said Beatrix whose hands and horn glowed with power.

“I certainly hope so,” muttered Sombra to himself who tried not to let the strain this was all taking on his flesh. His body felt like it was being pushed to its absolute limits and could crumble at any time. But he shook it off and weaved more spells, still more concerned when it came time for the inevitable confrontation with Starlight who perhaps surpassed everyone in sheer potential. And with the enhancements the Eldritch had made there were probably few limits to what she was capable of.

Nor were they aware of the surprise Chrysalis had made Flurry prepare for them. The potions stored within the capes of Lulamoon and Belladonna were quite volatile; like a bunch of time bombs that waited for a chain reaction. She had created such an unstable series of experimental chemical compounds it could level the entire ocean base in the magic explosion...

*****

With the pyramid hers to do with as she wished, Chrysalis selected her new target amongst all the possibilities. Unfortunately those who remained tended to travel in pairs and would all be missed. But the temptation to profane a sacred shrine proved too much. Its doors were always open to anyone who wished to visit Somnambula, and she easily made her way in with Flurry.

“Oh! Hello Princess...or is that Princesses?” Diamond Tiara curtsied with her scant priestess costume.

“Cadance is fine. No need for formalities.” She tilted her head with a coy smile. “Mmm, and Cozy Glow is here, too.”

“That's me,” answered Cozy as they closed the door behind them. She was helping her fellow acolyte pick through shelves of ancient texts, the interior lit by incense that cast them in a soft light and punctuated the atmosphere with spicy aromas.

Tiara asked, “So...what brings you two here? Not that I mind, but I haven't had much chance to do a confession or whatever.”

“All we have to do is listen,” said Cozy with a shrug. “Although we usually do it one-on-one, right?”

“That won't be necessary.” Chrysalis decided to waste no time. Her features twisted into something nightmarish, as she let herself loose, and screams sounded; but unfortunately no one outside could hear them in this confined area. Good spat from her wide mouth that splattered and caked the entrance to seal it, and the slime quickly hardened into place.

“Chrysalis?!” Cozy hyperventilated with a shake of her head.

“In the flesh! Or Cadance's flesh.” She tittered and ran her palms over bulbous breasts. With that same motion she shirked her clothes, and denuded herself completely in preparation for the latest impregnation. “Hold her,” she commanded.

Flurry seized Cozy's arms and locked them behind her. She fluttered usually in attempt to escape, but she proved much stronger than she looked, aided by the egg implanted inside her uterus. At the same time Tiara desperately searched for a weapon, only for more web-like chunks were spat at her, and pinned her helplessly to the altar. Chrysalis laughed and strode forward.

“N-no,” cried Tiara as the Queen ripped open her top and let her breasts bounce free. She yanked down the rest of her garments, left her naked, and leered over her latest acquisition. “How are you still alive?!”

“Thanks to the Eldritch! You should have joined me, Cozy. Then maybe Tirek would still be alive, too! Strip her,” she demanded and Flurry reached around with her wings and plucked off Cozy's clothes and her own which she tossed aside. “Still...I'll offer you a second chance. Rule by my side, or...” A stinger slowly slid out of her cunt, shiny and spine-like. “Or your fate will be hers!” She raised the extension, lifted Tiara up by her legs, and pressed the knife-shaped tip to her warm snatch.

“D-don't,” whimpered Tiara who was in tears, the spine's brush against her cunt making it leak over its thin length. “Please, Cozy! Aren't we friends? Haven't we been good to you? This is your chance to start all over! I believe in you!”

“Shut your little whore mouth,” yelled Chrysalis who sunk her tip into Tiara's wet cleft. She whined as her insides were spread, and the Queen started to slowly rock into her. The point teased her cervix entrance, threatened to split her open and impale her.

“A-ah,” moaned Cozy as Flurry's wings toyed with her tits which she bounced and slapped about.

“Don't worry,” taunted Chrysalis with a malicious grin. “Survive this rough breeding and this stinger will pump one of my eggs into your womb! You'll live a long, full life...as my personal sex slave.” She picked up her pace, thrust her hips, jammed her tip into Tiara's cervix and partially sunk into her womb. She blushed and whined, dripped over her while she mercilessly fucked her. With each slam their breasts smacked and wobbled, as did her buttocks each time she pierced her dangerously deep.

Cozy squirmed too, as Flurry sank a couple fingers into her twat. “I...I...”

However at this point Chrysalis barely heard her. She writhed in bliss, felt her insides churn, ready to pump her egg into Tiara and mark her as the latest drone of her new hive. Her eyes rolled into her head, and she shook all over, past the point of no return; all her instincts screamed for her to turn this poor mare into another miniature nest to bear her spawn.

With a push of her wings and a wiggle, Cozy broke loose, and hurtled her small body into Chrysalis. She managed to knocked her loose of Tiara and bowled her over. “Hurry,” she cried tossing a heavy book off Flurry who sailed after them.

In desperation Tiara rose dizzily to her feet, grabbed a shelf covered in lit candles, and tipped it over. The flames ignited portions of the gunk Chrysalis left, and she was thankful she'd managed to rip free of hers; but with the flames quickly rising and the smoke they wouldn't last long. “What have I done?! Somnambula entrusted all her stuff to me...”

“She'd want you to live first,” called Cozy who struggled with Flurry. “Damn it, you-!”

Chrysalis shrieked and her appearance warped even more. “How dare you resist me! You'll wish I'd merely enslaved you...”

The door shook and after repeated attempts was torn off. Tree Hugger tossed it aside with her earth pony strength, and she arrived with a number of their allies in tow. “You all okay? What the-?” She stared wide-eyed at Chrysalis.

“We spotted some smoke and summoned everyone we could with a horn,” called Fluttershy who was near her. She balked upon seeing Chrysalis and started to blow the war horn Ember had left behind again, only for the Queen to spit in her direction.

“Take cover,” cried Hugs while the group escaped from the burning shrine and into the hallway.

“You're surrounded,” warned Inky Rose who brandished the knife she'd taken from Fleur and decided to keep.

“Ha! Like any of you are a real threat to me.” Chrysalis laughed when she looked between the rabble that barred her exit. She turned between them, looked for their weakest link. Rarity? Doubtful. Sweetie Belle? Perhaps. She settled on Pacific Glow.

Gossamer wings arose from Chrysalis' back and buzzed when she rushed at her...

Chapter 24

“Fleur,” roared Ember while she and Smolder swooped in to save her. However there was no way to reach her in time, nor could she hope to evade the massive bulk of the Leviathan that crashed towards her, maw widened to devour her. She brandished her blazing white halberd with a snarl, prepared to do what damage she could before it ended her life.

But before she could make such a heroic last stand Twilight blinked in, grabbed her, then ported away moments before the beast slammed into the floor and burst it open. More waters hissed while they flooded in, the creature dying as the Dazzlings were removed from it, and they continued to assault its bulk with everything they had. Blood rushed from its torn scales.

“You have my thanks,” said Fleur who was carried in Twilight's arms.

“No problem. But I'd better take Aria and Sonata back to the pyramid. Maybe we can still save them,” said Twilight.

“Go for it,” called Spike who helped Ember, Smolder, and Autumn Blaze light up the monster in a hiss of steam. They left the grounded soldiers on higher ground to keep them safe. “We won't go too far ahead in the meantime, I promise!”

“Be careful,” whispered Twilight who kept Aria and Sonata restrained within her aura while she vanished.

This section of the ocean base continued its collapse. Chunks rained down, portions collapsed inwards, waters washed away the wreckage in a deluge that violently sucked them down. The entire ceiling started to cave, and Spike took the lead with the dragonesses, flying above and straining to hold it up. “Hurry,” he called. “We'll catch up soon!”

“Let's go,” said Tavi who took Vinyl's hand while they hopped from the wreckage towards a corridor. Fleur and Autumn Blaze followed close behind, the latter still in her Nirik form, ready to set her enemies ablaze if necessary.

“We've done pretty well so far,” said Autumn who stayed near the back to cover their retreat. “Still, better not let down our-”

The mortally wounded Leviathan leaped from the waters in a shower of reddened water. It barreled at the escapees, and Octavia screamed as it swallowed Autumn whole. “No,” cried Vinyl as she, Tavi, and Fleur rushed to try and free her.

The creature hissed between its teeth. It groaned, and its stomach lit up, as an inferno started to build within its stomach. Autumn Blaze poured on the raging inferno, far more than she ever dared before, cooking the abomination from within. It thrashed, and her allies had little choice but to retreat, the firestorm building to a complete meltdown.

Leviathan exploded into a shower of guts under the ensuing explosion. It almost claimed Spike, Ember, and Smolder too, who dived out and raced after their companions as the fires roared and raced after them.

Heat waves licked behind them, so intense even they would be consumed, and the air rippled.

“Autumn Blaze,” he murmured shaking aside tears.

Molten metal hissed behind them, smoke pouring out with a hiss when they reached relative safety. “It's not fair,” lamented Smolder. “She always felt so alone and tried so hard to fit in!” With a growl she punched a hole into a wall, which shook and gushed out a slurry of blood and guts which she shook off her claw with a sneer.

“Worse than that,” noted Ember. “She was pregnant. All we can do is deal with the Eldritch.”

Fleur shook her head when they met back up with the dragons. “Another down...how many more, before this finishes?”

“I certainly don't want to be a tally mark,” murmured Tavi.

Vinyl slapped her on the back. “I won't let that happen! Bad enough we lost Limestone.”

“We'll take a moment to rest,” said Spike who was busy trying to recover his wits. It was hard for him to believe he'd lost a child that hadn't even had a chance to be born; that Autumn Blaze wouldn't be around to cheer them all up with her usual carefree manner. Looking around the dimmed corridors he muttered, “I sure hope Sombra's crew is okay...”

*****

Wading about the spilled innards of the abominations they downed, Sombra and his party attempted to drive back the twisted menagerie. The alien zoo swarmed about, dragging several of the Diamond Dogs into their slavering mass. By this point Shining Armor and the other frontline warriors were soaked in liquids, sliding off armor, fur, claws, and blades.

The reek was overpowering, and they almost slipped on the discolored slurry. The sphinx roared and ripped open armored shells, the insect-like creatures twitching and shrieking when her paws pried them apart. However like her fellow warriors she visibly tired, movements sluggish, panting and huffing while she helped tear through the hordes.

He cast with his fellow mages, who were also soaked in perspiration. “Come on,” he urged more to himself despite how tapped out he felt. More elements were woven between him, Sunset, Beatrix, Bellatrix, and Trixie, who supported the fighters that surrounded them, which included Somnambula; the priestess whirled her cat of nine tails, strikes breaking and shredding her foes. By now he and the casters were pushed into the center, surrounded by potential death on all sides.

Wallflower had felled dozens with well-placed arrows; but now she reached behind her into her quiver and failed to find another shaft. “I'm out.” She reached for her hunting knife, the last ditch weapon she had on hand.

“Stay behind us,” called Sunset. “Draw in close, I'll teleport us out!”

“I'll leave them a little present,” said Beatrix Belladonna with a wink. She reached into the hidden sleeves of her cape and drew out a tube which shimmered violently. Its contents fizzled in the compacted space. “Wait, what in the-”

“Mine too,” observed Trixie who removed one of her own.

“Everyone get away from me,” warned Beatrix who ripped off her mother's cape and her own. With a nod from Somnambula, the sphinx redoubled her efforts to cut a swath through the monsters, which Belladonna used to rush away with the bundles in her arms. “Just one chance,” she mumbled while drawing a circle in the air and opening a rift to another realm.

She made a hole to the first place that came to mind; a world she'd failed to save from the Eldritch. No one would be harmed in that endless sea of sand. “Presto,” she called while their supply was chucked in. But before she could close the sliver a boom sounded and the air flashed; a multi-colored explosion rippled across the air and seared part of the area.

Beatrix attempted to turn and shield herself. She was thrown from her feet, a sharp cry swallowed up, and hurtled across the room only to fall limp on the icky floor, partially blackened and singed under the eruption.

“Not again!” Trixie dashed over with teary eyes, shaking her head in denial. She waved aside colorful smoke which still spilled out of the shiny oval, which started to slowly reseal now that Belladonna was rendered unconscious.

By now the sphinx had helped the survivors drive away the creatures. She winced and ignored her wounds while she padded over. Sombra considered the holy book and started to approach his student when Somnambula raised a hand to halt him. “I know what you have in mind. However, work that spell another time and you shall perish for certain.”

He pursed his snout. “She's my student. What else can I do?”

“You feel responsible for her,” noted Somnambula. “I understand how you feel, albeit-”

Bellatrix stalked forward. “Allow me. I've learned a few tricks from my master...”

Sunset leaned on Shining who supported her while she looked about. “If only I'd been quicker-”

He shook his head and took her hand. “I've been there. I blamed myself for what happened to my men, my family, but sometimes there's nothing we can do. I've learned to accept that. Please, be okay, Beatrix...” He too was moved to tears.

All they could do was watch while Bellatrix Primadonna knelt beside her sister and laid palms on her. With the power of the holy book, which had half transformed her into an angel, she was able to tap into the tome's power to an extent. Her entire form was illuminated when she began to draw upon it; a warmth filled her which she flooded into Beatrix's unconscious form.

It was an act that could potentially destroy the succubus; she burned all over, trapped somewhere between agony and euphoria, as a groan escaped her. Yet she refused to let up, refused to abandon one of those who'd helped save her. Once such a sacrificial act would've been unthinkable to the she-demon, but she couldn't deny the affection and loyalty she now held to a select few.

Gradually the burn marks retreated from Belladonna's flesh which healed over; and at the same time Primadonna's demonic form was altered to match her angelic side. Sombra felt the holy tome resonate, and removed it, as its cover hummed in harmony. When the spell finished Bellatrix had completely settled into an angel, and she immediately collapsed.

“She shall be okay,” assured Somnambula. “Although it was quite a risk.”

Sombra knelt beside Bellatrix and stroked her golden locks. “She's truly become a heroine. Proof that anyone can change, if they have the will and desire.” Pride swelled within his breast, certain that he'd helped her along this journey. He watched Beatrix blink her eyes open and smiled at her too. “It seems I've taught you all well. We were moments from disaster.”

Sleepily Belladonna looked between them. “Everyone...okay...?”

“Yeah,” said Sunset who laughed when Beatrix ran and hugged her daughter. “What happened? An accident?”

Beatrix shook her head. “Flurry Heart wouldn't make such a mistake,” she whispered.

“Sabotage,” said Sombra darkly.

“My sister would never,” began Beatrix despite knowing how unlikely such a screw up was.

“We won't find answers here. Nor do we dare linger,” answered Sombra who like the rest of them tried to ignore the abominable reek of the slain around them. “We're at a crossroads. Do we attempt to meet up with Spike's party, or temporarily return home and collect ourselves? Much as I hate to momentarily withdraw, Bellatrix and Beatrix are in no condition to fight.”

“Wait,” said Somnambula whose eyes darted about the blood-and-grimed slick tunnel. “My companion has gone ahead.” She referred to the sphinx and shook her head, defeated. “Leave me. I can take care of myself. I must seek her out...alone.”

“That's far too risky,” said Sunset but the priestess raised a hand to silence her.

Sombra shared a look with Somnambula. “Do what you must. Sunset, take us home. We'll return soon.”

Sunset sighed. “Guess I don't really have a choice. I've heard the Pillars are supposed to be tough, but remember what we're up against here. The Eldritch are still out there...not to mention Starlight Glimmer and the Demiurge.”

“I know...but I'm the only one who can successfully track her. She won't let anyone else approach her...not in her current state,” finished Somnambula in a whisper when she stared at the droplets of blood which left a trail down the corridors.

Gathered into a circle with hands held, Sunset teleported her companions back to the pyramid...

*****

...where Chrysalis charged at her quarry with a mad scream. Her stinger was raised, her abdomen pumped with venom, ready to be injected. But she told herself they were minor threats to her, that they'd all cower and fall in line once she downed their weakest link. Her wings buzzed and she moved with a speed that belied her appearance, transformed into a nightmare.

With her skills as a dancer Pacific Glow was almost able to twist away despite here panic; but the hateful spear connected with the side of her belly. She winced with a cry as a gush of blood escaped her. But knowing she was doomed as the poison rushed into her bloodstream, Pacific pushed past the tears, the searing agony, and tackled Chrysalis with all her weight.

“Let go damn you,” yelled the mad Queen who flapped her gossamer wings.

Inky Rose shrilly cried out and with both hands rushed and plunged the blade that once belonged to Fleur into Chrysalis' chest. Discolored blood rushed over her, warm and sticky, and Pacific was forced to finally let the creature escape her hold. Chrysalis immediately rushed away, unable to fly in a straight line, and fired clumsy beams from her horn to cover her retreat.

But at the moment Inky held her sister in her arms, barely able to notice the others around her. “No...” She watched her body discolor, veins pop up, and threaten to burst. Tears spattered over her face. “Please, somebody help her...”

Flurry Heart turned between those who surrounded her, uncertain what to do now that her Queen had abandoned her. She was enveloped by Rarity's and Sweetie Belle's combined auras, which locked her down in place. At the same time Fluttershy and Tree Hugger secured her with improvised binds from torn clothes, while Cozy Glow tended to Diamond Tiara.

“I...I'm sorry,” squeaked out Pacific who sobbed. “Wish I was more useful to, to you and Sombra...”

“You're fine as you are,” assured Inky who squeezed her hand. “Don't talk! Just rest, sister. I'll take care of you.”

Pacific shook her head. “Will the baby...?” She choked on the words and closed her eyes.

Inky trembled when her sister went limp. But she pushed aside the pain and hardened her face in determination. Chances were slim, but she'd do her best to fulfill Pacific's last wish. Sterilizing the blade the best she could with what was available, it was wrapped in Diamond Tiara's aura, to help protect it from infection. Carefully she cut into her stomach and ignored the blood which ran over her. It was a delicate operation, one she had no experience in, but she had seen the basics performed before.

A short time later the Kirin was extracted from Pacific's belly. It was premature, but thankfully the venom hadn't quite reached into the womb, and she bundled up the baby in a blanket and watched it sleep. Numbed all over, Inky stared with moistened eyes, almost blinded, uncertain whether the baby would even make it; but she'd try her damnedest to assure it lived!

Nearby Sunset and her allies blinked in. They instantly rushed to render aid, and Inky met Sombra's eyes. Her head fell. “I should have done more. I don't know how, but Chrysalis took over Cadance and Flurry...”

“I warned Twilight to dispose of those eggs,” said Sombra who held Inky and touched the baby. “But now isn't the time for recriminations. Where is Chrysalis?! I'll hunt that monster down, and finally end her, I swear it!”

“No!” Shining Armor gripped his sword's hilt. “If you do, Cadance'll...”

“There's still a chance to save her...I hope,” said Sunset who slumped her shoulders. “There are a lot of places she could hide her, but if she's been badly wounded, I doubt she'll make it far.” She nodded at the slick trail which went around the corner.

“Time for a bug hunt!” Shining clenched his teeth, his armor still soaked in filth. He spared a glance at Beatrix who like Bellatrix was tended to by Trixie. “Take care of them, will you? This is something I have to do!”

Trixie nodded back with a wink. “We'll wait for you, so don't let us down!”

*****

In another part of the pyramid Twilight Sparkle had arrived with Aria Blaze and Sonata Dusk in tow; the sirens were weak after their separation from the Leviathan but she was convinced they would be okay in time. She had brought them to the makeshift lab she set up for Flurry Heart, only to see it was a ruined mess. “What happened here? Flurry-?”

She rolled out a couple of gurneys and placed the sisters atop them. They stirred a little but she quietly hushed them. Normally this place should be a sanctuary; but now all her instincts screamed that potential danger lurked nearby. But how? With the enchantments placed around this fortress even the Eldritch shouldn't be able to penetrate its defenses for days...

“H-help,” came a whimper at the entrance.

“Cadance?!” She stared at her wounded sister-in-law who crawled in, naked and bloodied with a knife buried in her chest.

“Please...I won't...make it,” mumbled the alicorn. “Got to...help me, somehow...”

“Hold on,” said Twilight who tried not to panic. Her heart hammered while she rushed to Cadance's side; oblivious at a smile crept onto the side of Chrysalis' mouth. The Queen slumped into Twilight's arms with crocodile tears at the ready, and her lower half started to shift, her venomous stinger pushing out from between her legs ready to be plunged into her latest victim.

“Look out,” called Sonata as she and her sister stirred.

“Cadance?!” Twilight's horn flared with magic, and she wrapped her attacker in her aura, barely able to toss her aside in time. The creature before her hissed with bared fangs, trapped somewhere between the Princess of Love and the Queen of the changelings. “No, Chrysalis! How?!” But somewhere inside she knew; it had something to do with the eggs she'd kept.

“How dare you interfere!” Chrysalis ignored the searing pain, her hateful stare set on Sonata, venom dripping from her stinger.

Aria stumbled onto her feet. “Go to hell, you monster!” She grabbed a tube filled with liquid and chucked it at the creature. Glass shattered and Chrysalis screamed, her skin bubbling and hissing. “We won't take orders from the Eldritch anymore!”

“You'll all pay,” swore Chrysalis who buzzed and retreated from the room, leaving a sticky trail behind her.

Aria rushed to chase her but Twilight blocked her path. “You're in no condition to pursue her, and besides...” She touched the side of the siren's face. “You and Sonata still have Eldritch implants in you, don't you?”

“Oh yeah...” Aria bowed her head. “We'll probably end up like Adagio, now that we've escaped Starlight's control...”

Twilight shook her head. “If there's any chance I won't let that happen. Sit down and trust me.” She tried to compartmentalize her guilt for her role in all this; she could beat herself up later. Lives were at stake!

It would be a delicate operation that could risk lobotomizing the pair. But she needed to act fast; hopefully the others could deal with Chrysalis on their own. Already she could hear the shuffle of feet in pursuit, the pyramid alive with activity...

*****

Following the trail of blood, Somnambula traversed the grimy corridors, her cat of nine tails drawn taut between her hands. The sphinx had senses far beyond those of any mortal and would flee anyone else; but she allowed the priestess to locate her and approach. Within the thickest shadows hunched the sphinx, her eyes heavy, her underside lacerated with a bevy of wounds.

Cautiously she inched over and knelt beside the sphinx. They'd always known such a day would come; that a warrior such as her was destined for a violent death. And with her pride the sphinx had tried to crawl away and die alone to maintain her dignity.

“Please. I am your friend,” said Somnambula who stroked the feline's fuzzy cheek.

“All the more reason you should leave me,” snapped back the sphinx who grit her teeth and huffed, a paw upon the largest blackened wound the Demiurge had left. “I wanted to die like a warrior in the midst of heated battle, sending the Demiurge to Hell where it belonged...but to save the others I had no choice. Dealing with all those monsters has taken its toll...”

Somnambula pressed upon her side, soft on the surface but with taut muscles below. “Let me stay with you, old friend.”

The sphinx flicked an ear. “There's no time. More demons are headed this way.” She struggled to all fours, and spread her wings with a growl. “You know what must be done. You're the only one that can carry on my legacy.”

Reluctantly Somnambula nodded. They closed their eyes, and opened their mouths. Energy flowed from the sphinx's maw into Somnambula's; a whirl of life essence which was akin to an indirect kiss. Warmth filled the priestess' bosom. Her breast rose and fell; it felt like she'd been reborn. Or like she'd never truly lived until now. “I shall always love you, S-”

The sphinx raised a paw. “It's bad fortune to speak my true name. Besides, it's yours now, if you want it. Now go.”

For a moment Somnambula hesitated. Fantasies of a final stand with the sphinx to drive away the beasts danced in her head. But the transference had sealed the deal; their fates would soon come to pass.

She spun and turned, tried to block out the sounds of battle, when the sphinx made her final stand against the horde of monstrosities that headed her way...

Chapter 25

Instinct told Spike their enemies were driven into a corner. But he also knew that desperation would only render them more dangerous. Around him Smolder paced, and Ember folded her arms with a huff, while Fleur repeatedly polished her halberd. Octavia sat on the cleanest spot on the cool floor, seemingly lost in thought, and Vinyl Scratch tapped a booted foot. He too wanted to rush in and finish it; but also knew undue haste could be disastrous. They needed to wait for reinforcements.

The lost of Autumn Blaze and their child still made his heart heavy and his body numb. His eyes misted as her last moments replayed in his mind. He snapped back to attention when Smolder said, “You can still get more power, right?”

“Possibly.” He knew what she meant; were there more females he hadn't bedded that could increase his prowess? But he hardly had a taste for it at the moment, especially knowing it had already shorted his lifespan, and could now kill him outright. However, he also wasn't certain that they could handle Starlight, the Demiurge, and the Eldritch even now.

“We can decide when Twilight returns...or Sombra's group meets up with us,” noted Ember.

“But we can't wait around forever,” replied Smolder who stewed. “I wanna burn all the Eldritch I can!”

“Patience. Otherwise we could make a fatal mistake,” said Octavia.

“But it's so frustrating!” Smolder slammed a balled up fist into a wall which made the metal creak and crumple; more blood oozed around the wound and a foul stench filled the air. “See, look at this! I can't bear what they've done to our people!”

“Calm down. Save that rage for those who deserve it,” said Tavi who nonetheless quietly bristled too.

“Wait.” Fleur instantly leveled her spear down the dim corridor; they listened to the soft approach of heavy feet. They steeled themselves for whatever headed in their direction; was it friend or foe? “Show yourself!”

“Hello my old friends,” came a soft-spoken but familiar voice. Glowing saucer eyes pierced the shadows. What emerged from the darkness was a sphinx; but not the one they were familiar with. This one was none other than Somnambula, who coyly smiled at them, fluttering her wings and flicking her leonine tail. “S...the Sphinx has passed her role onto me.”

“You're beautiful,” observed Tavi who looked her over.

“That's an understatement,” said Vinyl who whistled. “Sorry you had to lose your friend, though.”

Somnambula shook her head. “We knew this day would come. She passed on with pride. Spike, I take it you still seek more power?” He swallowed and nodded. “Perhaps this new form could provide it? I know not the logistics, but why not try?”

Spike looked between his allies who nodded or shrugged. “Okay, why not? Stand guard, will you?”

Smolder planted claws on her wide hips. “Aw, I wanted to have some fun, too!”

“Later,” promised Ember who watched with a quirked brow.

For his part Spike wasn't entirely sure how to approach the ancient creature. She settled back on her haunches, and spread her muscular thighs, while her puffy moist lips contracted and leaked down her anus. He buried his twin cocks in her love tunnel the best he could manage, and she hissed in delight, her heavy breasts rising and falling in rhythm while he rutted her.

Her musk was so overpowering it left him dizzied. He swayed and bucked his lower half, practically bathed in her womanly spatters which washed over him amidst loud schlicks, clawed into flesh and fur to seek purchase between growls. Her slit eyes studied him, hr face twisted into a smile while she gently clamped down her nethers, purring. “Cum inside me, Spike.”

“A-as you wish!” He bared his teeth and humped her faster. She rocked under each powerful slam. His body moved with desperation, his dragon instincts demanding that he seed her, and his balls churned for sweet release!

He was the first to erupt into her sacred chambers. His white torrent coated her pink walls with such force she howled and climaxed too; the gusher she unleashed washed him away and made him slide along the metal grates below.

They panted and he lied on his back, his dual cocks still twitched and throbbed, while her gaped foalhole was sticky with his spunk which tethered its wide open walls. “Do...do you feel it, Spike?” He weakly nodded; a renewed vigor burned throughout him that he would tap into once he recovered. “Good,” she whispered sleepy-eyed. “I hope the lost of stamina was worth it.”

“Oh yeah.” He felt a certain comfort with her; usually he was the protector, but it was nice to have a guardian watching his back for once! Not that he didn't trust his companions to faithfully watch his back. Nonetheless he couldn't afford to be coddled, either; it was simply a rare moment to relax before the inevitable final confrontation arrived...

*****

“Damn!” Shining Armor clenched his teeth. Despite their haste the quarry they sought eluded them. Small parties searched the pyramid, or stayed behind to protect the noncombatants and wounded. While it was risky to split themselves up, they could cover more ground faster, not to mention they couldn't afford to let Chrysalis wander about unchecked!

Guilt once more threatened to consume him; just like when he'd lost his men. But now he risked losing his wife and daughter a second time, not to mention Beatrix had almost died due to the mad Queen's infiltration! Feeling helpless with frustration, his hand traced the hilt to his white rune-inscribed saber, uncertain whether his love could still be saved.

Sunset squeezed his shoulder. “Chrysalis may have disappeared into the lowest tombs...”

Realizing that their search was currently fruitless, she convinced him to return with her to Twilight's lab. But she had other reasons to come here too; not only were the Dazzlings here, which she felt responsible for, but like Twilight she had also argued to keep the eggs for study despite knowing that they were potentially dangerous. She squeezed Wallflower's hand when they entered the lab. While she regretted it was too late for Adagio, at least Aria and Sonata were currently still alive.

“Good timing! I could use your expertise,” called Twilight who used a combination of science and magic in attempt to safely extract the Eldritch tech. Sunset was instantly at her side, and lit her horn while she deftly manipulated surgical tools.

Wallflower took the opportunity to prepare some more arrows. She also prepared more poisons and explosives from what was on hand, this section rich with chemicals. At the same time Shining stalked in a circle with a groan.

Sunset pursed her lips in sympathy. “Why don't you join Trixie and visit Beatrix? I'm sure they could use the company.”

“Maybe so. I'm sure I'd only be in you and Twily's way.” He started to turn when Sunset grabbed his shoulder.

“That's not what I meant. But they do need you,” she assured him with a mild smile.

“Of course not! You're my B.B.B.F.F.!” Twilight paused between her work, the lab coats she and Sunset had thrown on now stained with blood while they worked. “We have to save Aria and Sonata, or-”

“-or else what did we take the risk for?” Sunset finished for her.

“They're victims, too.” Wallflower shook her messy mane. “I sure hope we can save Starlight...”

“We will,” said Twilight who tried to assure herself. Their study of the eggs hadn't turned up much; but she had managed to gleam some of the forbidden arts the Eldritch infused them with. Again the warnings Sombra had leveled at her played in her thoughts; she'd seen how his research into the dark arts had ultimately corrupted and almost damned him forever.

Nevertheless she wasn't certain if they could match Starlight's magic prowess as they were after the Eldritch had enhanced her. She'd held back until now in attempt to convert them. But what about their next confrontation...?

She'd seen Sombra's grimoire when it had been confiscated by Celestia and Luna, even sneaked about and scrawled some notes on the spells within. Before she'd never dared even attempt one, despite the temptation. However, desperate times...

*****

Reminders of Chrysalis' failures hung heavy on her. She had vanished into the labyrinthine maze of forbidden tombs at the very bottom, and taken shelter amidst the treasury. She knew her foes would hunt her down eventually; that she was also on the verge of death. Worse, she was ultimately alone, without a single ally left she could possibly turn to for support.

She'd turned her own spawn into weapons, and they'd abandoned her. She had tried to bring Tirek and Cozy Glow over to her side, and they had betrayed her. She'd escaped the Eldritch's influence, at least...or had she...?

The arcane magic they had woven into the eggs she'd been reborn through still swirled inside her, forever bound to her soul. She'd given herself over to them completely in attempt to use them. “What's...happening?” Her eyes darted around the faces of the sarcophagi, which seemed to mock her. She hissed and screamed and thrashed, her blood seeming to boil.

“Flurry Heart,” she cried in desperation; but her drone was captured and tended to by her enemies who planned to extract the egg she'd implanted. She rolled over a pile of coins, and her flesh bulged and shifted. The curses and evil spirits which were normally contained within these sacred grounds were loosed in her presence, drawn to her; a bevy of twisted apparitions floated in the air, whirled and howled, were drawn into her. With that her shape started to expand, slowly filling the chambers.

Her shape split from Cadance's, tethered momentarily before they split, yet they still were trapped nude within the gelatinous mass. “Stop this,” yelled the Princess of Love who watched and felt blackness flow around them. “All you'll do is kill us both!”

“I can't!” Chrysalis waded through the dense slime that came above their knees. “What have the Eldritch done to me?!”

“Remain calm. Maybe I can-” But the Queen refused to listen, doubled down like she always did; if she couldn't deny her situation she would simply embrace it! She cackled amidst her tears and raised her arms, danced while she embraced the malice around her. It didn't matter how monstrous she became, so long as she was able to enact her will!

Already she could hear intruders approach. The hunters had found her. Time to turn the tables! By this point she was too far gone to care whether the effort destroyed her; somehow, she would take all of them down with her if necessary!

*****

Sombra knew he couldn't dally too long, not with Chrysalis still out there, not to mention Spike's party would need their support. But he lingered in the hospital wing where the wounded, which included his students Beatrix and Bellatrix were placed. Flurry Heart was sedated nearby, and Diamond Tiara was also looked after by volunteers which included Fluttershy and Tree Hugger.

He stood between the cots where the sisters were laid out and stroked their heads with a smile. “You've both made me so proud,” he reminded them. But his face fell when he saw Inky Rose seated by herself; head bowed in despondence. She had barely spoken a word since Pacific Glow's death, and instead watched over the baby which they kept preserved with magic.

“Naturally,” said Trixie who hovered by her daughter. “Too bad we couldn't halt Chrysalis' meddling!”

A sleepy-eyed Beatrix managed a weak smile and squeezed her mother's and teacher's hands. “I hope sister wakes up soon,” she murmured with a glance over at the unconscious Bellatrix. “And what about Flurry Heart? Can the egg be removed?”

“She's sedated for now,” explained Sombra. “We'll take her over to Twilight's lab-”

“Where you and Pacific Glow's child is,” finished Inky Rose who wiped her eyes. With a combination of science and magic the premature foal survived, for the moment, but even if the child made it, would she be cursed to a fragile existence?

“Yes. I am sorry I must abandon you again so soon. And that Chrysalis was able to slip in under our noses. Yet there could be many more victims if I hesitate to act now.” His cape whirled behind him when he turned, and Trixie quickly followed.

“What a shame I have to sit this one out,” mumbled Beatrix with a pout.

“I'll look after your students,” assured Inky in attempt to ease his troubled thoughts.

He paused and pulled her to him by the waist; they exchanged a drawn out kiss. She closed her eyes and fluttered her wings in appreciation. With reluctance he finally withdrew; while Shining Armor and Sunset Shimmer had proven themselves more than capable, he dared not leave the hunt to their party alone. His silver armor gleamed under the torchlight, and his hand rested over the hilt of his sheathed sword, hopeful that it could taste the flesh of the mad Queen's neck as he beheaded her!

No sooner did he and Trixie exit into the corridors when the pyramid started to quake. She was almost thrown from her feet, and he leaned on a hieroglyph carved wall for support, the torches dancing wildly and casting shadows about.

“Ugh,” cried Trixie who landed with a bounce on her bottom. “What in Tartarus is happening?!”

“The blackest kind of magic,” he mused able to sense the Eldritch powers infused into the spell after so many years of studying the darkness. He could almost smell its twisted reek. Pressing his palm to the wall, he closed his eyes and concentrated. He could feel the darkness envelope the structure from all directions. Somehow, he knew Chrysalis was connected to this.

He helped Trixie rise and they headed off to locate Shining's small search party. Their boots echoed in the labyrinth around them. Whatever Spike's crew was up to, he hoped they would be able to hold out for now. While he was weakened after working so many spells while raiding the Eldritch's lair, seeing what Chrysalis had done gave him a second wind.

While she may not have been the brightest, Pacific Glow had been the most loyal and loving of his lovers after Inky Rose. He wanted to believe the child he'd fathered on her survived. Most of all he burned with a desire to avenge her...

*****

Far below Chrysalis continued to evolve. Her mass continually spiraled out of control, attached itself to the pyramid, intoxicated the enchantments around the fortress to weaken it. By this point she was helpless to stop it even if she wished to; she cackled melodramatically, tears streaked upon her cheeks, while Cadance failed to break free of the sludge she stood in.

“You're mine,” cried the mad Queen who grabbed the Princess of Love by the wrists. She strained against her, but Chrysalis surged with supernatural strength, keeping her pinned to above her knees in the gunk while she extended her elongated tongue and repeatedly wrapped it around Cadance's bulbous breasts and nipples. “I'll torture you forever!”

She slammed Cadance onto her back, held her in place, and extended another stinger from between her legs. Her victim whimpered when she pressed the tip into her slit which sunk in with a wet schlick. Mercilessly she fucked her, enjoyed the sounds of Cadance's strained screams, determined to punish one of those she most blamed for her current predicament.

Whimpers escaped Cadance, who attempted to work a spell, only for it to fizzle out with a pop. Instead she attempted to charge with her balled up fists,but Chrysalis wrapped them in her aura,laughing at her useless efforts. Again-and-again she hammered into her moist treasure trove, eyes swelling larger, even more insect-like while she grew even more nightmarish.

“Chrysalis!” She paused and turned to the voice's source; a white saber pointed in her direction.

“Perfect~” Chrysalis studied Shining Armor, who was flanked by Sunset Shimmer, Wallflower Blush, Sombra, and Trixie. She concentrated, and a portion of her blackish flesh slammed over the entrance, hardening to seal them in. She rubbed circles around her belly with one hand. “I've already taken your whore wife! And soon, the rest of you will be one with me...”

Chapter 26

A gelatinous black ooze continued to slither over the pyramid; it seeped through the cracks, contaminated it like toxic waste, corrupted and weakened the enchantments which threatened to collapse completely.

With the dark magic placed upon Chrysalis by the Eldritch, she would serve as a tool which could enable them to penetrate the last sanctuary left to the survivors. The wretched mass bubbled and dripped from above, slowly moving as if alive, which made those present shrink back.

Beatrix Belladonna struggled to rise from her cot. “Got to do something...” She looked over at Bellatrix Primadonna, who was still unconscious, and lit her horn and palms to ready a spell; only for it to immediately fizzle out. “Damn it....!”

Inky Rose shook her head. “You're still too weak, and need to rest. Sombra's seeking the source. We're on our own.”

“We'd better collect it, but don't touch it.” Fluttershy and Tree Hugger handed out bottles.

“Gotcha babe.” Hugs winked and set to work with her in the hospital wing.

Cozy Glow took flight with Inky Rose, and attempted to patch the holes in the ceiling with what was on hand. Diamond Tiara helped out with a little telekinesis, also still confined to her bed after the mad Queen's recent attack and the smoke she'd inhaled when Somnambula's shrine burned. Working in tandem, the group was quickly able to contain the contamination.

“This is only one area though,” reminded Inky who watched the goo wiggle under the glass.

Beatrix shook her head. “So negative!”

“Just practical. And it's not like our situation is any less bleak...” She gripped her ankh for support and turned aside.

“I-I'm sorry. It's terrible what happened to Pacific Glow,” whispered Beatrix whose eyes also watered. “I didn't know her that well, but she always seemed nice and so lively. We could use some more of that cheeriness in times like these.”

Inky kept her back to her and didn't speak for several moments. “Do you truly love Sombra?”

Beatrix flattened her ears. “W-well...I don't know. I don't understand my own feelings. I thought maybe I've just been lonely, or that only someone messed up as I am could ever return my feelings and understand me...” She rambled rapidly and started to babble incoherently as her bottled up feelings poured out. Her face reddened when she slowed down. “Uh, didn't mean to-”

“It's fine. I prefer honesty.” Inky managed a clipped smile. “I know he has many needs. You could help me with that.”

Beatrix shook her head. “I don't know. If we make it through this, I'm not sure I'll stick around here. I'm a traveler. My nomadic side probably comes from my mother. Plus, going from one dimension to the next has helped me learn so much about myself. Not all of it stuff I've liked, I'll admit, but I'd liked to think I've grown, especially now that I don't have the Demiurge to weigh me down! Oh, but that's also the same reason I can't leave yet, either; I still feel terribly responsible for all that's happened.”

“There's certainly a place for you to fill,” cut in Diamond Tiara. “He's probably pretty sore still about that jar I smashed on him...” She reclined on her stack of pillows. “Still, I couldn't let him hurt Somnambula, no matter what mistakes she's made!”

Cozy fluttered up next to her. “Hey, we're her acolytes! I think he understands where our loyalties lie!”

“Yes. He's matured too,” noted Inky who closed her eyes and widened her smile, inwardly assured she'd helped him on his journey to become all he could be. And once the Eldritch were dealt with his rise to greatness could finally be completed.

“We all have.” Belladonna giggled and brushed the locks from Bellatrix's angelic face. They were all a little shaken after recent events, their home invaded, but thankfully were also able to draw comfort from each other. But would it be enough?

Her eyes turned to Flurry Heart who was currently sedated; another victim of circumstance.

She struggled to sit up and dangled her legs over the bedside. It was so frustrating being sidelined, but she understood; she was lucky to even be alive after that explosion, and in one piece at that! Her palm traced the side of her face where she'd been burnt the worst, healed thanks to her sister's efforts, and she prayed that whatever happened to Flurry she'd somehow be okay...

*****

Inside the dimly-lit laboratory of Twilight Sparkle a similar scenario played out. She kept Aria and Sonata behind her, encased the malevolent toxins in her aura, and tucked them away for further study. “This is all my fault,” she muttered to herself. “I never should have kept those eggs, but I convinced myself if I learned more about them it would help us beat the Eldritch...”

With her magical prowess it wasn't difficult to contain her area, but she figured similar incidents were breaking out all over, and would continue until Chrysalis was dealt with. She hoped that Spike and his crew could hold out until they returned.

“We've all make mistakes,” said Aria who added, “Our eldest sister paid the ultimate price for ours!”

“We thought unless we joined the Eldritch they would've killed us,” explained Sonata who hung her head.

“They would have. You would probably be fuel by now,” said Twilight who didn't even look back while her eyes focused on how the blackness writhed under its container. She also checked on Pacific Glow's child, buried in a vat of nutrients; a feat of magic and science rolled into one to make certain it turned out healthy. “Whatever you've done, it's true we could use your help.”

“So load us down with some weapons,” said Aria who balled up her fists.

Twilight shook her head. “Not until I'm sure we can trust you. We'll wait for Sunset's return. Understand?”

“Uh-huh.” Sonata rapidly nodded her head. “I know Sunset'll offer us another chance!”

“Probably. Though we did burn Wallflower pretty badly,” muttered Aria who sneered to one side. “Guess all we can do is say we're sorry and hope she accepts it. Adagio's dead, so we're pretty much even if you ask me.”

Sonata slumped into a chair, like her sister wrapped up in a blanket their hostess provided. Not that the sirens particularly cared whether they were clothed, but there was a slight chill in the room which made her shiver. “Dagi would've known what to do! You think we'll ever be able to return home, sis? Sunset destroyed the mirror, so-”

“Hopefully Beatrix can transport you all back.” Twilight brushed the case and again considered what she could do with the black arts. It was madness, but considering the alternative if Starlight Glimmer emerged victorious...?

*****

A war cry erupted from Shining Armor who charged onward, glowing rune-covered white saber whirling above his head. He was a light in the darkness down to his pristine armor, teeth grit when he rushed to confront the mad Queen. She was still ensnared in the ebony ooze, holding onto Cadance, who helplessly strained against her growing strength.

After cackling, Chrysalis began to sing. “This day is going to be perfect~”

“She's lost it,” screamed Cadance. “Watch out!”

Chrysalis hissed each time she was forced to raise her mass and block the arrows Wallflower hurtled towards her; each time they struck the ooze she used to shield herself steam and a hiss arose.

Instead, she drew up Cadance to block her path; causing Wallflower to hesitate. Shining Armor, however, was blinded by rage and cut a swath through the gunk in an attempt to reach the host.

Sombra, Sunset Shimmer, and Trixie worked their spells in tandem to support the Paladin. Horns and hands flashed, the air sizzled, and they called upon the most destructive powers they could safely deploy. Rather than target Chrysalis herself, they deployed a combination of the elements, which chipped at her defenses. She shrieked and tightened her hold on Cadance.

With their support, Shining closed in. “Damn you,” he cried forced to halt his sword which he kept leveled at the mad Queen who hid behind his love. “Release my wife and face me one-on-one, you treacherous coward!”

“And throw away my one advantage?! You're the ones who've backed me into a corner!” Tears streamed down her face, reminded that she was alone, and her psyche continued to crumble under the strain. “Tirek and Cozy Glow would've turned on me eventually! I had no choice!” Her hands tightened on Cadance. “It's not like I'm not doomed to die anyhow...”

With another hiss, she bared her extensive fangs and prepared to sink them into Cadance's throat. Venom dripped from their tips. But before she could strike home, a white shaft sped out and tore through Chrysalis' throat in a gush.

She hacked and coughed up discolored blood, arms weakening as her hostage slipped from her grasp, the mages still working to drive apart her unholy mass. She collapsed with a thud onto her back, and stared helplessly at the tombs; finally aware of her inevitable defeat.

“Alone... all alone...” Chrysalis murmured the words in a constant repeat.

Despite all, she'd done Cadance studied her with a pained expression. “Please, Shiny, release her.”

He nodded when she held onto him and hefted his blade with both hands. With finality, he brought it down and removed Chrysalis' head from its neck. It rolled aside in a puddle of her juices and the air reeked. Their noses crinkled under the stench, but that didn't stop Sunset who placed a shroud over the body in an attempt to provide their enemy with some dignity.

“Well done...everyone,” said Sombra who stared at the mass which they had encased in ice chunks. “But we've been gone for far too long. I suspect Spike will be needing our aid. With the defenses of the Eldritch crippled under our efforts, there's no need to divide our forces anymore.” His eyes glowed with wisps of energy, the feelings of avenging Pacific fresh. "...this ends today!"

“Better make certain all traces are dealt with,” said Sunset who surveyed the aftermath which stained the chamber.

Trixie smirked and tossed back her mane. “Leave it to me! Another chance for the Great and Powerful Trixie to strut her stuff!”

At the same time Wallflower pressed to Sunset and Shining held Cadance to support her. Again they had saved the day, but it felt like another hollow victory, despite how much worse it could have turned out.

Nonetheless they were united once more, and after they rallied with Spike could take their combined forces into the final confrontation with Starlight and the Demiurge...

*****

Starlight Glimmer and the Eldritch that remained had holed up in the most protected portion of their underwater base. Yet she knew even the steel walls between her and their enemies would only delay their inevitable intrusion.

Fortunately all she needed was time; she watched the Demiurge pulse in one bleak corridor, while the Eldritch lined up and fed themselves to the abomination. It slurped its worshipers down, sustenance for their dark messiah to heal it and enable further growth.

This was the moment they've waited an eternity for locked within the Necronomicon; a chance to spread their dark deity's influence across all realms. What Equestria and the innumerable creatures that once populated it were sacrificed for.

Their hopes rested on her to protect and nurture the Demiurge; to make certain it achieved its destiny. She massaged her scalp and felt compelled to obey even now. “Trixie...” She repeated her closest friend's name in a hushed murmur and let the tears silently slide down her cheeks.

Somehow, she had to convince as many of them as she could it was better they surrendered to her. Yet when she caressed her heart which beaten under her black leathers, she further doubted that was still possible. This world was ultimately doomed.

She stood under an eerie crimson haze, otherwise suffused in darkness that cloaked the dull gunmetal walls. The Eldritch promised unity and conformity as her cult had; a promise to end all suffering and better the masses after they won. And like always whenever she tried to pick holes in that logic, the brainwashing that they'd put her through looped back on her.

Behind her the Demiurge expanded like a cancerous tumor; a bloated mass that writhed in constant wait...

Chapter 27

Most of the survivors assembled in the banquet hall. “There's no time,” urged Twilight Sparkle, who poured over the faces around her. “Spike and his crew won't last long in the heart of the Eldritch base; not while Starlight Glimmer is still out there. I'll take a group of warriors to support him. Sunset, you stay behind in case we need to call in the reserves.”

Sombra, however, took a step forward, disapproval clear on his face. “And you expect us to follow your orders? You who continued to blunder about with those eggs..?"

Fluttershy blinked several times, seated at the table. “What is he talking about?”

He spun and surveyed the onlookers, snorting in disgust. “Of course she wouldn't tell you.... It was I who warned her those eggs we were dangerous, that they should have been disabled. But she insisted on studying them. And look at what happened. Princess Cadance and Flurry Heart both critically injured, and Pacific Glow dead.” That last sentence he spat with all the venom he could muster.

“She couldn't have known,” interjected Sunset. “It's as much my fault. I also believed we could learn the Eldritch secrets...”

Inky Rose balled up her fists and whispered, “So that means we're supposed to overlook it? As if the result holds no effect?!”

“No, of course not! It was my mistake,” admitted Twilight. “But there's no time for this. I'll accept whatever punishment everyone feels I deserve after this is all over. All I care about right now is saving Spike and putting an end to all this.”

Sombra started to move once more, only for Inky to intercept him with a solemn shake of her head. He relaxed his posture below the battered silver armor, but his snout still curled. He pressed his lover to him, and they took comfort in a shared warmth. “So be it, Sparkle. Let us be back swiftly and safely then. I must go, my Queen," he said, cupping Inky's cheek before leaving a kiss to bid her farewell.

Silent tears streaked Inky's face. “I had a nightmare about what happened to Pacific Glow, and how I defiled her in order to save the child." She shuddered in recollection. "Twilight did her best to preserve the baby, but she's still not sure she'll make it.”

“She has to,” he assured her and hugged her closer. “Pacific's daughter will serve as a constant reminder of her.”

“I can't help but feel partially responsible. Like I should have done more-”

He shook his head. “You did what you could. Like you've always done.”

“I feel responsible for her. I took her in, called her my sister, swore to always watch over her, and I failed.” She met his eyes with intensity. “No, we must learn to look after ourselves. I won't allow this tragedy to repeat itself.” She further stiffened to her plume.

“And I know my Queen is more than capable. You've helped carry me this far.” He planted a peck on her temple, and she mustered a small smile. However, he felt the eyes upon them and knew Twilight was eager to rejoin the mission, as much as he was. Fantasies of painting the walls with the innards of the Eldritch bolstered him when he stalked to meet with the team.

Sunset said, “I'll look after them. Now with Chrysalis dealt with, no place should be safer. Wallflower, will you go with them?”

“But I want to stay with you,” said Wallflower in more of a whine than intended.

“I know. But this is important.” She gripped Blush's arms. “We can't ask the Diamond Dogs anymore to sacrifice themselves for our cause. They've lost far too many already. But we also need every non-disabled soldier we can call on.”

Wallflower turned her head aside with a pout. “...alright. For you.”

“Thanks, and I'm sorry to ask this of you. Maybe Beatrix can return us home when this is all over.” They embraced, and Wallflower drew her plumage about them before they separated. “Better go check on Flurry, extract the egg left in her. Don't worry; I can do it on my own after what Sombra's shown us. Luckily, Chrysalis' little 'gift' seems docile now, but-”

“But nothing!" Sombra cut in with a heavy glare. "You will destroy it."

“Of course. We won't take any more chances,” swore Sunset with a hand over her heart. And with that Shimmer and the other survivors present watched the war party leave, blinked back into the bowels of the enemy's lair to face their destiny.

*****

“It's gotten quiet,” said Spike who stood within the dim corridors that hummed around them. “Kind of eerie. At least with the action I always knew where we stood. But now it's like we constantly need to be alert for another surprise attack.” He fluttered his fin ears for any sounds but heard nothing. They hadn't traveled far before they arrived at a solid wall of steel.

“I could tear it asunder,” offered Somnambula who raked her nails down its surface; a shrill noise answered her and she left trails of indentations as sparks flew around her. She had taken to her new shape as the Sphinx quickly, stretched her muscles and wings with a flick of her tail, her blood hot like never before with a need to hunt down their quarry.

“You're call, Spike.” Ember crossed her arms. “Continue to hang back or move in?”

“I say we bash some skulls,” said Smolder who punched into her palm.

Octavia shook her head. “Rush in and we could be overwhelmed. Better to wait for reinforcements.”

“I hate to say it,” added Fleur who leaned on her halberd. “But I agree. We already lost Autumn Blaze...”

“And the Sphinx.” Vinyl shook her head with a sigh. “Damn, it really sucks we have to hang back!”

Spike scratched his scaly chin. “We'll give them another hour. I know Twilight will come back soon as she's able.” His faith in her was absolute, honed after a lifetime spent together. There wasn't anyone he trusted more. And below his battered armor he too was invigorated like Somnambula after the pair had made love. He felt strangely calm, surrounded by friends.

His nostrils flared at the indescribable scent of magic; one he was used too after so many years spent with Twilight. Likewise he heard the soft whoosh, and they took up battle stances with weapons leveled for whatever might lay in wait.

“Relax,” called a voice from the darkness. “Reinforcements are here!”

“Twilight!” He beamed wide and relaxed his posture. “I knew you wouldn't leave us hanging!” She arrived with most of their warriors in tow, ready to help batter down the last defenses that holed up their nemesis. “Let's finish this, okay?”

“Yes...” Twilight momentarily bowed her head, crestfallen despite their reunion. “Pacific Glow didn't make it. Several others were hurt, too. It was Chrysalis. She infiltrated the pyramid while we were away. I'll explain more later.”

“I'm sorry. We've lost Autumn Blaze and the Sphinx.” He tilted his head at Somnambula. "Is Sunset-?”

“No worries, she's back at the pyramid. She can transport in reserves should we need them.” They marched up behind Somnambula, who sunk her claws into steel and pried it open with a creak that echoed about them. Another similar barricade impeded them, and fell as easily; within short order she had felled dozens that barred the way.

“I am certain Twilight and Sombra sense it,” said the priestess. “The innermost area is enchanted to keep us out.”

Twilight nodded. “Starlight Glimmer's worked a layer of spells, so it's impossible to teleport in-”

“-or else we will be bounced away and likely end up deep below the ocean where the pressure would instantly crush us,” finished Sombra with a scowl. “The Eldritch are no longer taking any more chances. Even so, I refuse to be denied.”

Another wall fell away. Only this time, what greeted them was another zoo of grotesques; this one headed by the decomposed remnants of Tirek's wizened corpse. Color had drained from leathery flesh, his eyes were sunken hollows, and any trace of the will that once animated the centaur had fled. He stalked to meet the intruders, flanked by a small army of nightmares.

“I'll offer you the peace of the grave again,” said Sombra, whose fists glowed with a fresh spell.

“I hate to see anyone like this,” admitted Spike with grim determination. “Even an old enemy like Tirek!”

The former Dragon Lord led the charge, his belly volcanic when he spewed ablaze with a crane of his head, which consumed several monstrosities. They smoked and blackened and cooked down to ash within moments.

True to his word, Sombra consumed Tirek's carcass in a storm of ethereal elements he called upon; the centaur was little threat in this revived state, more an attempt to rend another psychological blow on the survivors. To show not even their old foes were a match for the Eldritch.

Monsters were hurtled with a splat under Somnambula's claws, carcasses sliding down in streaks of discolored blood. Ember and Smolder added their flames to Spike's inferno, Twilight weaved spells with Sombra, and the soldiers rushed to meet the creatures with weapons bathed in white, supported by a suppressive fire while Wallflower loosed shaft-after-shaft.

Within mere minutes the last of these hellish monsters fell before the onslaught. None proved anywhere near a match for the combined might of the alliance.

Yet they had ultimately served their purpose; to buy Starlight Glimmer precious time.

*****

Within the pyramid's hospital wing Beatrix Belladonna experimentally twitched her fingers. They fizzled with small sparks as magic, as did her horn. “I've done it!” She turned to Bellatrix Primadonna who stirred. “I knew we wouldn't have to sit this last battle out, sister! Come on.” She helped the angel sit up. “I'm sure there's still time to catch up and help against the Eldritch!”

“We're still...weak,” admitted Bellatrix with a sigh. “Are you sure we won't just be a burden?”

Sunset didn't look their way when she called, “I have to finish this first.” Her attentions were entirely focused on Flurry Heart, who was still sedated while she used her aura in attempt to extract the egg still lodged but dormant within her uterus.

She was soon supported by Beatrix and Bellatrix, who added their still weak auras to the effort. Diamond Tiara and Cadance, who were confined to hospital beds, also joined the effort to ease Sunset's burden. “Thank you,” said Shimmer with a small smile. She furrowed her brow, sweaty, and with a low grunt withdrew the polished egg which popped free in a runny mess.

“Groovy. She'll be okay,” noted Tree Hugger who breathed a sigh of relief. “Don't you think, babe-?”

Fluttershy leaned on her for support. “I feel kind of...dizzy. I think it's time.” She laid a hand on her belly.

“No way. Like, for real?” Hugs helped her to a free bed. “Cozy Glow, fetch the stuff we need, pretty please?”

“On it!” With a flutter Cozy zipped away. Thankfully, everything necessary was close by. Since Fluttershy and Tree Hugger were the first Spike had knocked up they knew one of them would bring the first of his offspring into Equestria.

There was a flurry of activity when Rarity and Sweetie Belle arrived. “Is this a bad time, dears?” They strolled over to the area where Aria and Sonata were seated. “Forgive our absence, but we retooled some armaments for your use.”

Sweetie helped unwrap a blanket and unveiled a small collection of arms that blared with soft illumination from the runes embedded into them. “Take your pick! We didn't want them to be wasted, and besides, we could use your help!”

“Some here understandably don't trust you,” said Sunset who set the removed egg upon a fresh blanket and removed her wet gloves before she walked over and touched the sisters. “But I do. I don't sense any ill-intent in you two. I'm sorry about what happened to Adagio. Meeting her was like a reminder of how I might have continued, if my life hadn't taken a turn.”

“All I want is to hurt the Eldritch any way we can.” Aria curled her lip.

“And I want our big sis back.” Sonata pouted. “Ooh, this is totes my style!” She toyed with a flail.

“Careful,” snapped Aria who added more gently, “You'll hurt yourself with that.” She selected a pair of sai for herself. “Heh, these look pretty exotic. I like a weapon that makes me get close-and-personal; more intimate.”

“You know those aren't sharp-” But they barely heard Sunset who chuckled and moved on.

There was no doubt Fluttershy would be in labor for some time. However there were more than enough people here to look after her and the wounded, even if they were to head off and directly aid in the war effort. Cadance helped look after Flurry, and Beatrix psyched herself up, while she and Bellatrix practiced simple spells to try and recover their magic.

At the same time moaned and squeezed Tree Hugger's hand. Surrounded by friends, she felt the earliest contractions, her belly swelled with the first Kirin which would be born into this new world. A reminder of life and hope in what appeared a doomed world.

Yet all of them kept faith that under Spike's direction the alliance would render the Eldritch no more than a dim memory.

*****

The undeveloped fetus sat under the glass within a nutrient bath that bubbled around it. Inky Rose pressed a palm to the surface. Apparently it was female and it appeared to be an earth pony. A miracle of science and magic kept her stable, and she prayed to no one in particular it would turn out strong and healthy, able to live a relatively normal life despite her tragic birth.

She paced the lab with a click of her heels, studied the pacifier that belonged to Pacific Glow, which she clasped to her bosom. It was the comfort object of her sister and closest friend; now a reminder of a terrible failure which haunted her.

“We're about to head out again,” called Beatrix who marched in with a click of her heeled boots. “Will you really be okay?”

“Yes. And thank you. I cannot support Sombra on the battlefield like you,” she lamented with a wistful sigh.

“Not sure how much help we'll be there either.” Beatrix summoned electrical crackles that danced over her palm. “But if there's any hope we can make a difference we want to try.” She nodded back at Bellatrix who wandered in behind her.

Bellatrix pursed her lips, her angelic form an almost complete contrast to the she-demon she once was, yet with the same build and features as before. She wound her now golden locks. “Don't worry, we'll look after him.”

For a moment none of them said anything. The moment was broken when Belladonna pulled them into a hug. The other two stiffened, hesitant, then relaxed into her warm embrace and shared it. Inky was reminded her King trusted these two, had come to depend on them like her; and while she wasn't entirely certain how she felt about them, she hoped they would survive.

She had lost far too much already. And more lovers would help temper Sombra's darker urges. While he had underwent quite a metamorphosis with their help she still sensed the darkness within him, and wanted to be sure he remained on the right path.

*****

The last barricade crumbled. Spike took the lead, only to bounce off an invisible barrier a way's in. Unable to pass, he stepped aside to let Twilight and Sombra work to undo the complicated mystical defenses. They turned visible, like a series of colorful spiderweb threads that fell away.

“Stay behind me,” warned the former Dragon Lord who smirked in reassurance and thumped his breastplate. “Just in case.”

Somnambula padded beside him. “Need I remind you that I am the most powerful among us, after the Sphinx blessed me?”

“Debatable.” Sombra's eyes glowed with the dark arts. “But, I take your point, priestess.”

Bleakness enveloped the chamber ahead. The brightness of rune-enchanted weapons and armor illuminated the way, especially Shining Armor's broadsword, which he kept brandished in preparation.

The hum that reverberated throughout the ocean base grew louder, sent vibrations that juddered through them. Likewise, the reek of rot nearly became unbearable.

Grates rattled below and the suck of something slimy sounded below their steps.

“I sense Starlight Glimmer's magic signature,” whispered Twilight with a shiver.

“Enough hiding!” Sombra snarled with a furrow his snout. “We know you're here! Show yourself, Starlight Glimmer!”

Moments passed before her voice answered, “I do not hide. I am all around you.”

Shining's blade further illuminated the area, and several of them gasped; Starlight Glimmer had infused herself to the Demiurge, her naked form embedded within the black globule mass, which tethered itself to the corridors of the ocean base.

The unicorn descended onto the floor before them, a series of tubes connected to her back. Her flesh had fused to the machinery to multiple her already astounding power.

Twilight swallowed, drained of color. “What... what have you done...?”

“Achieved perfection. As will all of you once we become one.” Her voice echoed around them, reverberated in their skulls.

“And the Eldritch...?” Twilight looked around but saw no sight of any.

“No more. They sacrificed themselves to me, having placed their hopes in me. Like the creatures of Equestria, they've been on the verge of extinction ever since the great war.” She studied them with cool detachment. “I can hear your thoughts. You may think I have become like Chrysalis, but where she failed to overcome her selfish whims, I will save the worthy and make them better than ever.”

“I won't let you!” Twilight took a step forward and invoked a form of sorcery she'd never dared. Her eyes glowed with ethereal wisps similar to Sombra's, and she similarly felt her innate abilities expanded many times over.

“The dark arts? You fool!” Sombra curled his lip. “You're not used to handling that sort of power! Cease, before it corrupts you!”

Yet she paid him no heed and spread her plumage until she hovered and faced down their last adversary. Everyone took up a battle stance, ready to be attacked from any side since the entire base was now at Starlight's command. Somnambula and Sombra turned to the holy book, which started to shimmer. He raised an eyebrow and studied it. “Curious indeed...”

A blast of lasers erupted from Starlight's horn, so powerful and numerous, they would have no doubt pierced even the skilled barriers Twilight and Sombra could usually raise even in tandem. Still, with the aid of the dark arts, she managed to match their raw power. Undeterred, Glimmer remained locked in a beam struggle with Sparkle while she struck back with the Demiurge.

Steel coils lined in wires and slathered in ebony slime shout out from all over. The warriors were forced to dodge or attempted to cut their infinite numbers down, only to realize the exit had sealed behind the group and trapped them in a confined space.

The very walls seemed to contract and expand in a fleshy manner, determined to consume and unite them into the Demiurge.

Chapter 28

In Starlight Glimmer's mind, at least ever since she'd been conditioned into obedience upon her capture so many years before, the Eldritch was not so different from the cult she'd run back in that nameless town. Conformity, at least in the right direction, would inevitably lead to perfection; and with her fusion into the Demiurge, she could save all her former allies!

Thousands of eyes appeared within the black slime that lurked through the chambers. She heaved her bare breasts embedded at the center, continued to light her horn and unleash beams that made Twilight sweat and groan as she strained to block them with her own lasers. Her former teacher's eyes glowed from the dark arts she called upon, determined to keep pace whatever the cost.

Sombra and Trixie rushed to her support, added their magic to her casting. He grunted, “This isn't enough!”

Around them, the warriors did their best to protect them from the coils that lanced their way, with Shining Armor, Somnambula, and Fleur de Lis forming a circle. Spike, Ember, and Smolder took to the air, whereas Octavia and Vinyl Scratch defended Wallflower whose arrows made the creature sizzle each time they struck home only to be swallowed.

“Stop resisting and give in already,” commanded Starlight with a voice of thunder that carried around the interior. “There's been far too much death already!”

“You're part of the problem,” called Twilight with her wings fully spread, and her face twisted. “You're nothing more than the Eldritch's tool! Look around you! They've destroyed Equestria, wiped out entire species, and for what?!”

“You're all fools! Once you've become part of the Demiurge, you'll understand! I promise you!” A tidal wave-like blob crashed over Somnambula, who hissed and clawed, only to vanish into Starlight's mass. The Sphinx thrashed within the Demiurge, helpless.

The dragons unleashed a combined inferno upon Starlight, which flared uselessly about the invisible barriers she erected. There was nowhere to retreat as the sole exit sealed up by an unusually thick layer of gunk, and Glimmer easily able to redirect any attempts to teleport away; not that Twilight cared too, her obsession with beating her written all over her face.

“You're the only fool here, Starlight! You've failed to realize the power is destroying you from the inside out,” warned Sombra again, yet they paid him no heed. The holy book audibly resonated with a series of chimes; its surface vibrated in his palm. However, he couldn't understand what it was trying to tell him, too focused on the battle at hand.

Trixie's legs shook while she pressed herself harder than ever before, almost fainting as she swayed. “Could use some back up right about now...” And as if on cue, a bright explosion ripped through the membrane over the exit, causing it to pool out and bubble with a hiss of steam.

From it arrived the backup team led by Sunset Shimmer; Beatrix Belladonna, Bellatrix Primadonna, Aria Blaze, Sonata Dusk, even Cadance, and Flurry Heart came to render aid despite their weakened state. The mages immediately went to pour their considerable magical talents into the spells Twilight, Sombra, and Trixie weaved, while Aria and Sonata supported the fighters.

“Hahahahaha! This is perfect,” crackled Starlight madly. “After you all fall, no one will be left to defend the pyramid.” In truth, she had been holding back all this time, toying with Twilight to exhaust her reserves; now, she redoubled her efforts and unleashed the most potent magic she'd ever dared.

Twilight shrieked, battered back under a blast that easily could have torn them all asunder had Glimmer wished it. Instead, they were thrown about, shaken under the mystic forces their nemesis unleashed.

However, some instinct of Sombra made him raise the holy book, like a shield. A brilliant light blinded them all.

*****

Inky Rose hated to leave the child alone for a moment; yet curiosity compelled her to temporarily abandon the lab. “I'll return soon,” she promised with a palm still pressed to the glass where Pacific Glow's daughter rested. Her heels echoed while she made her way to the hospital wing where Fluttershy's strained moans carried down the hallways.

“You're doing well babe,” said Tree Hugger who stood by her and gripped her hand. “Just keep pushin', okay?”

Cozy Glow nibbled on her lower lip. “Cadance and Flurry are crazy, trying to help in their condition! They'll probably get themselves killed for nothing! Thank goodness we know better, right Diamond Tiara?” She nudged her ribs.

Tiara winced a little, still sore after Chrysalis' assault. “I wish I could help them...especially Somnambula...”

“Geez, where did this heroic streak come from? I thought you were smarter than that! It's everyone for themselves!” Yet Cozy's voice didn't quite carry the conviction it once had, and she was reminded of Tirek's effect on her.

“I used to think that way, until my friends taught me something different.” She exchanged a grin with Sweetie Belle. “Thanks for reminding me of what's really important, Cozy. 'Cause you're my friend, too.” She hugged the pair of them.

“How sappy.” Cozy giggled with them and flexed her feathers.

Rarity supported Fluttershy from the other side of the bed. “Deep breaths, dear. Remembering, you're bringing new life to Equestria; the first successful birth of a Kirin in quite some time. I've already stitched up blankets and attire for it.”

“Th-thanks,” managed Fluttershy between wheezes. Her clothes had been discarded and her bosom and belly rose-and-fell with rapidity, her skin clammy and laced in perspiration. Her face burned red and she grit her teeth, grunting and groaning, a wet mess staining the sheets before her. Thoughts went to Spike, her lover, her duty to him and the future of a dying world.

She wept and panted. Voided her bladder. Contracted her birth canal in attempt to push the baby out.

Inky murmured, “Let me help.” It was a chance to deliver a child properly, unlike the tragedy that befell Pacific.

Hugs met her intense stare. “Sure. I trust you.”

Snapping on a pair of disposable gloves, Inky inhaled deeply in preparation for the labor ahead. She couldn't stand to simply wait around and feel useless; she constantly felt a need to prove her worth. Especially to her love. In her mind she had failed him with Pacific's loss, and let her down too. This she reasoned would offer her some chance at absolution.

*****

An odd sort of clarity came over Sombra when he awakened. He recalled that they had been losing; badly, at that. One-after-another the warriors had fallen, consumed by the Demiurge, and he pondered if they were still alive. Yet now he stood within a white void before Starlight Glimmer, who resembled how she had been before her fusion with the abomination.

He waited in a circle with several others; Spike, Beatrix, Bellatrix, Twilight, and Somnambula, who had reverted back to a pegasus. Somehow, the lot of them had formed a sort of temporary psychic gestalt, with him at the focal point.

“The holy book,” he realized and stared at the tome within his hands. “We're inside it.”

“Correct,” replied Somnambula. “We're projections of our consciousnesses. You drew us inside it. The outside world is frozen in this moment.” He followed her stare, and a window to the battle was made available. They stared at the alliance, paused in the heat of the moment, most entombed within the dark messiah that awaited the chance to complete its fusion with them.

“A stalemate.” Starlight pursed her lips. “It matters not. You can't remain here indefinitely.”

“Maybe he can,” noted Bellatrix. “I used to live in a similar dimension like this when I was born in the Necronomicon. It was endless boredom. I hunted down other monsters trapped in its pages, consumed them without any higher purpose for ages!”

“It is a sacrifice I would be willing to make,” said Somnambula. “Yet the whole of Equestria is trapped in this state.”

Sombra chuckled. “Unworthy of us, it would only be a pyrrhic victory at best.”

Spike stared in horror at their companions. “But the moment the spell's broken, they'll soon die! Starlight, wake up!”

Twilight looked around them. “Why were we drawn here?”

Beatrix shrugged. “We're all key players, I suppose. You're like us now, Twilight. By dabbling with the dark arts, you're now connected to the Necronomicon! Sure, its shell might be destroyed, but the Demiurge is a remnant of its power like the Eldritch!” She nodded at Spike and Somnambula. “You're the only ones here without any connection to the dark arts.”

“Curious indeed,” mused Somnambula. “Yet it seems we are also at the center of destiny's web.”

Bellatrix curled her lip. “We could simply kill Starlight now, couldn't we?”

“You could,” replied Starlight with a shrug. “But it would be pointless. This is like a shared dream, after all.”

With a heave of her shoulders and plumage, Bellatrix said, “Thought it was worth a try. I just want to finish this.”

“All in good time. Believe it or not, I feel more lucid than I have in quite some time.” Glimmer massaged her scalp with both hands. “Maybe it's down to not having the Eldritch implants interfering here? Actually, it's like I've been dreaming quite some time, ever since they captured me. Are these...tears?” She rubbed her cheeks, her body shaking involuntarily.

“It's this holy book,” noted Sombra. “It tried to cleanse my soul, and Bellatrix, too.” He looked over the angel's radiant skin. “I worried it would alter my personality completely, but I realized all it truly did was akin to cleaning an infected wound.”

“Kind of like the Elements of Harmony!” Twilight and Spike were practically of one mind when they announced that, and exchanged a friendly grin. He continued, “Does this mean the war's over? I'd rather not kill an old friend.”

“It might not matter the moment we leave,” admitted Starlight, who turned her back. “My mind might be warped the second we're let loose. I'm so confused. Why did I ever think the Eldritch could make Equestria a better place...?” Her teary face strained.

“You're their victim, too.” Twilight laid a hand on her shoulder. “We'll figure this out. Somehow.”

Starlight shook her head, tried to withdraw from her touch. “I've hurt far too many. Limestone, Autumn Blaze, the Sphinx-”

“Not you're fault.” Spike also gripped her shoulder from behind and squeezed. “I know some might not be so forgiving, but we'll think of something. You're our friend, too. Plus, Trixie wants to see you again, I'm sure! Come on.”

Starlight spun so fast they backed away, and they almost instinctively took up battle stances; yet she remained serene and subdued in her mannerisms. With a wave of her arm, she opened up several windows in other dimensions; a rich tapestry of possibilities. “You recognize some of these, don't you, Beatrix? This dimension is like a convergence of familiar events.”

“Yeah...” Beatrix nodded. “I've seen similar scenarios play out in different realms.” Different threads tethered a variety of worlds. They were all moved to tears, watching them unfold.

Another world where Sombra was lovers with Inky Rose and Pacific Glow, only to betray them in his quest for more power. One where a pair of Spikes, one from Equestria and his counterpart from the human world, sacrificed themselves to stop a Starlight Glimmer corrupted by the Necronomicon.

Bellatrix watched her succubus self move through the dimensional void within the cursed tome where she'd been born.

“You can undo all this tragedy, Beatrix,” reminded Starlight. “I can work a spell to travel through time-”

“No. That magic's far too dangerous,” said Twilight, who narrowed her eyes.

“Plus, it'll undo all we've accomplished!” Spike furrowed his snout. “Sure, I'd love to have everyone back, but what about those who aren't even born yet? That doesn't seem fair! Besides, what if we make things even worse! What then?”

“This is a choice only Beatrix may make,” said Somnambula, who added, “I trust you will do what is prudent.”

Beatrix fidgeted with the Prima Materia that clasped her cloak. “But what is right?! Do I just play the numbers game? Say you do send me back to where I started. If I prevent Sombra from destroying the Necronomicon and unleashing the Eldritch, that will create a paradox, and who knows what the results will be? It could unravel entire dimensions! On the other hand...”

Sombra seized his apprentice. “I know that look. You're think of doing something foolish, aren't you?” He gazed upon her despondent features, felt her slacken under his hold. “Not unlike when my other self martyred himself to destroy the Necronomicon. I can read it on your face. You're thinking of going back, eliminating yourself from existence like you never were in hopes of preventing all this.”

Bellatrix crossed her arms and quirked a brow. “Is that true, sister?”

Beatrix chewed on her lower lip. “I won't deny it. I...I don't want to do it. But if I can save millions of lives...” She sniffled.

“No! I refuse to allow it!” Sombra wasn't certain if it was more concern for her, or a selfish compulsion, a fear that without these events he never would have changed, never have met Inky Rose and come to care for all of them; however whatever the reason Sombra knew he couldn't bear to watch her undo all this. He focused on the holy book, shattered the link between them all.

*****

Instantly the group was back in the heat of battle with Starlight Glimmer. Her attention was still on the holy book, and she shot out a series of tendrils which lanced around it. Sombra realized he was still one of the few who hadn't been sucked into the Demiurge; yet his muscles ached and he strained to keep conscious, continuously battered under her psychic assault.

“Damn.” He cursed when the tome was ripped from him.

“At last.” Starlight met his eyes. “Now, to set it all right.”

Spike tried to hold onto Ember, who like Smolder was violently ripped away from him and sank into the mass. “Starlight, don't forget who you are! Remember that conversation we just had in the void?”

“I...I do.” Without the Eldritch around to reinforce their feedback loop, and with the connection she'd momentarily made with them in that shared subconscious realm, she strained to resist her compulsion to obey the enemy's will. Using a combination of sheer physical strength and her aura, she yanked at the implants embedded in her skull. “Gah...!”

“Starlight!” Spike called to her, reached to her, the tendrils wrapping around his lower half to drag him down.

Blood dribbled from her tear ducts, ears, nostrils, and mouth. Yet with an anguished cry she tore the machinery loose. Her head buzzed liked it was ready to explode, her brain rattled, and she swayed with a grumble.

She held the holy book aloft. Sombra chanted an incantation that came unbidden to him. An illumination so bright the witnesses would have believed Celestia had somehow returned swept over them.

The black ooze congealed, hardened, then turned brittle and crumble to dust. From its mass toppled its multitude of prey, who managed weak breaths, barely conscious but otherwise unharmed.

Somnambula tumbled loose to, stricken with tears. “Those are the prayers of my ancestors. A prayer of hope.”

Starlight yanked free of the Demiurge, landed on her feet, and swayed. It shrank away from her, unable to take the light. Suddenly the tome was back in Sombra's grasp, a reminder that it was now an extension of him, yet he continued to repeat the prayer as if in a trance. Those around him found themselves enraptured, unable to move nor speak.

An alien shriek arose from the Demiurge which was draw into the open pages of the book. Sealed within the ancient texts, the abomination was imprisoned, and upon its cover appeared the faces of the Eldritch, forever frozen mid-scream.

In that moment a new Necronomicon was birthed; one that sealed the most malevolent cosmic horror Equestria had ever faced.

The light was blotted out by darkness. “It is done,” stated Sombra who closed the grimoire with finality.

Beatrix swiveled her head from side-to-side. “Everyone okay?!”

Sweat dribbled down Starlight's bloodied face. She wept and whispered, “I did it. Thanks to all of you.”

Spike struggled to one knee. “Is it...over...?” He saw Glimmer crumple and called, “Starlight!” Despite his sore muscles he spread his leathery wings and raced over to her, held her in his arms. “Hey, come on! We'll make it through this!”

She shook her head with a weak smile. “Too late...for me. Tried to do something like this when I faced the Eldritch but it backfired. I really screwed up, huh?” Her laugh was almost inaudible when she looked between him, Twilight, and Trixie.

Beatrix crawled over. “You shouldn't have.... I could have-”

Starlight shook her head. “It wasn't fair to try and put all that on you. Or anyone, for that matter. I had to take matters into my own hands. And I'd do it again a thousand times over.” She smiled up at Trixie, blood caked in her hair and between her eyes as it dribbled down her snout. “Don't cry, okay? The voices are all gone. I'll finally be able to rest. In part thanks to you.”

“It's not fair! You save Equestria, finally break free of the Eldritch's hold, and now you have to die?!” Trixie blubbered and failed to keep her composure. “Don't leave us! You can help rebuild the world, travel around with me again! It will be like old times!"

With a chuckled Starlight mumbled, “That sounds...nice...” She slumped over, into Trixie's arms, a smile frozen on her.

For a moment none dared break the melancholy that settled over the group, tempered by Trixie's soft sobs. “You did good Starlight,” said Twilight who could only watch helpless as another old friend died.

“Yeah. We couldn't have done it without her.” Spike sighed and lowered his head, caught somewhere between pride and regret. They had lost far less than he feared; and yet the survivors would carry these scars for the rest of their lives.

Sombra studied the Necronomicon. “Now, what to do with this?”

“It cannot be destroyed,” reminded Somnambula who padded up beside him. “At least not without terrible consequences.”

Spike hefted up Starlight's body and pressed her to his armored chest. “We'll decide what to do about it later. Let's head home. Everyone else is probably safe, but I'm still worried about them.” He surveyed his allies with a pained smile. “You all did great. Thanks. We'll celebrate later.” In truth he couldn't wait to put this place and all this business behind them.

Yet they all knew this was merely the start of another journey. Equestria would have to be rebuilt from the ashes. Perhaps it could never truly be the same. Nevertheless between all of them he carried a hope that it would thrive once more.

Before they left Flurry Heart produced a series of tubes filled with radiant substances; not unlike what Chrysalis had forced her to produce in attempt to annihilate the alliance.

After a short discussion with Spike, it was decided she would rig them up to explode, taking down the ocean base and with it the last known trace of the Eldritch's strongholds.

“Burn it to the ground and salt the earth so to speak,” decided Spike with finality.

“Only wish we could nuke it ourselves,” grumbled Smolder.

Ember rapped her knuckles on a rusty wall. “This should set the souls of everyone the Eldritch trapped free, at least. Just like you freed my father....Torch.” She shuddered to recall what they had turned him into, defiling his corpse.

“He passed on some time ago.” Spike took their claws. “But I know he'd be proud of you two.”

Cadance helped Flurry and Beatrix set the tubes. “That should do it,” announced Flurry who like her mother still wobbled on her feet. “Let's go, okay? I don't know about you all, but I can hardly stand to look at this place!”

The heroes blinked away in a flash. Moment later the chemicals ignited in a chain reaction, a deafening explosion rippled with a boom under the waves, and a tsunami crashed from the ocean onto the beach and slapped over the scorched desert.

A hiss sounded in the aftermath and rain trickled around fishes which flopped under the baking sun.

*****

By the time the alliance arrived back at the pyramid, a gasp arose from Fluttershy. She was pallid and sweaty, with Tree Hugger and Rarity still at her sides while she continued to push. Gloved hands reached into her, and Inky Rose removed the first baby; a Kirin that cried, covered in a thin layer of slime, still attached by an umbilical cord. It would be the first of many to arrive.

Diamond Tiara, Cozy Glow, and Sweetie Belle rushed to help with the clean up, their eyes starry with delight.

“I'll cut the cord,” said Inky who eyed the knife she'd inherited from Fleur de Lis.

Spike rushed into the hospital. “Is Fluttershy okay?!”

“Shhh.” Inky turned back to face him. “And yes. She'll be fine.” She cleaned the child and showed it to him. “It's a boy.”

He smirked and accepted the bundled up child. Gathered around him were a number of others, including Ember, Smolder, and Twilight. “I wish Autumn could've seen this. I'm sure she'd be real happy, too. There'll be a lot more Kirin soon.”

“He's adorable.” admitted Smolder with a smirk. “Looks a bit like you, too!”

Ember chuckled with her. “I'm sure he'll grow up big and strong, just like his father!”

Spike turned to his mate who nursed another Kirin. Fluttershy had birthed five of them, and Tree Hugger would likely deliver a similar batch quite soon. His eyes were moist and his heart swelled with pride alongside something he rarely felt anymore; hope. Between them all perhaps Equestria would team with new life and a vast civilization they could tend to.

He shared a look with Twilight, who kept Starlight's body wrapped up. With a solemn nod she blinked away. It reminded him that, while there was indeed much to celebrate, there was also that which needed to be mourned.

“You'll make this world a brighter place, won't you?” He tickled the baby's belly who giggled. “You and the rest of them.” Already the Kirin were being passed around between Shy's attendees; Smolder in particular seemed taken with them.

After such a bleak state of affairs the alliance had earned this. He strolled over to Shy, traded a kiss with her, and passed the boy to Hugs before he took another one. Ember undid and removed his armor, which allowed him to press the baby against his chiseled chest, feel its heat radiate with his own.

For the moment, all his worries bled away like they'd never even existed.

*****

In the tombs, Twilight laid the corpse to rest. She'd asked Somnambula for permission who'd instantly granted it. “I believe the pharaohs would be pleased,” she noted, seated on her haunches. “Today, we are all heroes who have brought hope back to Equestria. Perhaps it was always our fate to end up like this, so long as we tirelessly pursued Equestria's salvation.”

Twilight stared at the wrapped up body placed on a slab. “It could have ended up differently.”

“Indeed. You could have lost yourself to the darkness. Like I once had,” reminded Sombra, eyes focused on the Necronomicon held in his hands. “I'd like to think I have a better understanding now. A version of this accursed tome must exist at all times-”

“-or else the different dimensions could be thrown completely off-balance!” Beatrix sat upon a treasure chest next to Bellatrix, who similarly reclined within the pile of riches, casting a gold sheen over them. “It's like a curse that will always follow us around-”

“But it can be contained.” Bellatrix flicked a gold coin. “This version is much weaker. It doesn't appear to have the same compulsive effects, at least not yet. However, the Demiurge might be growing inside it, warping its interior even now.”

“It's still bound to you,” said Somnambula with a nod at Sombra. “You must keep vigil indefinitely. Never fear. As the new Sphinx, I shall help watch over it.” She smiled at Inky Rose. “And I suspect you will want to formalize your union soon, as well.”

Inky nodded. “I would love to be his Queen. I've already started to fashion an appropriate dress. One I'm certain he'll approve of.”

Twilight pursed her lips and stared down at the body. “About my punishment-”

“Think nothing of it.” Sombra waved a hand dismissively. “I've grown tired of all this death and destruction. Furthermore, I somehow doubt anyone truly wishes to bring retribution. Besides, if you wish to rectify this mistake, it would be preferable if you make certain Pacific's daughter grows and lives a peaceful life.” She nodded once as he came behind Inky, his hands tightening around her shoulders to undo the knots in her muscles. “We've all made grievous mistakes.”

“Yes.” Twilight turned away from Starlight's shroud and closed her eyes. “Don't worry. I'll do everything I can for her.”

Were the host body the Demiurge had taken to be destroyed, it would simply possess another puppet. Perhaps it would return to Beatrix, or choose another touched by the dark arts to embody it.

So long as their was sentient life, some might be contaminated by its influence. At best, the survivors could keep it sealed and guard the Necronomicon through the ages, so that this tragedy never repeated.

Author's Note

Thank you to everyone who's read this far! However, don't go away yet! I have an extensive epilogue planned with more revelations, plus a small cameo of someone believed lost in the war with the Eldritch before the story started!

Also, you'll see what everyone's up to in the aftermath, the consequences of Spike unleashing his full potential, the fate of Sombra's and Pacific Glow's daughter, and lots more!

Hope to see you when I'm able to post the last portion!:raritystarry:

Epilogue

After another massive banquet to celebrate, a few weeks passed before Sunset Shimmer made her announcement. “Must you really go so soon?” Twilight Sparkle stood outside the pyramid, faced by Sunset and Wallflower Blush beneath the baking sun. “You might not ever be able to return! Especially since Beatrix plans to take off, too! What if this is the last time we ever see each other?!”

“Calm down.” Sunset took her hands and smiled. “Between a couple of smart girls like us, plus your counterpart back in the human world? I'm sure we'll think up a solution! Better we tackle it from both sides, so to speak. Plus, everyone must be worried sick about us. They probably think we're dead!”

She shared a pained look with Aria and Sonata who stood further back near Beatrix Belladonna, neither Dazzlings certain where they stood now; but she'd swore to look after them, for the rest of her life if necessary.

“One of us is.” Aria kicked up sand with a boot. “But at least the Eldritch are no more.”

“You sure that's really the last trace of them. Like, for realsies? 'Cause I'd hate to think Adagio died for nothing!” Sonata wound her ponytail around her hand, the sun's glare blistering down on all of them while they waited around in the sea of sand.

“We're sure,” said Beatrix with a wink. “All the casters left searched for any magical traces they left behind and found zilch!”

“Guess this really is goodbye then,” said Wallflower who pursed her lips. “Uh, Bellatrix?” She called to the angel who flitted over. “Thanks for everything. I might not have made it this far without you.” She threw her arms around her.

Bellatrix grimaced. “You, too. Maybe we'll meet again someday?”

"Count on it." She smirked back.

Using her index finger Beatrix drew an oval into the air and sliced a rift between dimensions that swirled white-and-blue.

"Guess this is it," said Sunset.

“Goodbye,” said Twilight who choked back tears and returned Sunset's wave. Shimmer stepped into the nexus, followed one-by-one until they vanished from this dimension. After a moment the circle closed.

“Better get started on that theoretical mirror replacement,” mused a forlorn Twilight who stood alone.

Her diary glowed and she opened it. She read, “We can still communicate through here!” The sentence was written by Sunset. Twilight laughed and wiped her eyes. “We can indeed,” she wrote back thankful they needn't ever really be apart.

Returning to her laboratory, she nodded at Inky Rose and studied the developing fetus. According to her calculations she should turn out perfectly healthy and normal. As would the Kirin recently delivered by Fluttershy, and Tree Hugger after her.

Many more births would soon announce the dawning of a new era; an age of rebirth for the shattered remnants of Equestria.

TWENTY YEARS INTO THE FUTURE

Shortly after that trip to the human world Beatrix Belladonna announced her own departure, and with Bellatrix Primadonna had traveled for quite some time and partaken in a number of adventures.

It felt too painful to ever return, and so she'd avoided it all this time; but with the pronouncement she recalled from Spike, not to mention the hum from her Prima Materia which glowed in her palm, it felt like she was being called back.. After a short internal debate she set foot back in that Equestria.

She and Bellatrix hadn't aged a day since then; at least not physically. The removal of the Demiurge from her had seemingly frozen the witch in time, and she'd also learned that she was indeed sterile as she'd hypothesized.

By contrast the world they arrived in had underwent quite a dramatic change, crude civilizations springing up amidst the endless wastes.

Through hard labor the alliance carved out new domains. The alliance remained united but split into equal territories. The first she encountered belonged to Shining Armor, Cadance, and Flurry Heart, who attempted to recreate the Crystal Empire. It was little more than a town so far, carved from crystalline, and snow touched down as it drifted in the gales. Her cloak fluttered about her.

She also spotted Trixie's caravan parked on the outskirts, partly buried in ice. Her heels crunched and left imprints in the furry that sluiced the paved roads, and after sucking in a breath she approached then rapped a couple times.

Moments later the door creaked open and Trixie peered out, visibly aged from the lines on her face, yet still quite beautiful. “Daughter, is it really you?!” She swept her into her arms, her mother dressed in nothing but a bathrobe and slippers.

“Hee-hee...it's me,” said Beatrix with a sheepish grin as she returned the hug. “S-sorry I never checked in.”

“Hmm, I see Bellatrix is here, too.” She nodded at the angel. “Why don't you two come in, have some hot cocoa?”

“We'd love to!” Beatrix grabbed Bellatrix's hand and pulled her inside. They settled into the cozy yet spacious abode, complete with a table, a heavy treasure chest, and old props which brought back memories of her childhood. Trixie hummed and prepared a steamy treat, packing the chocolate contents with an excess of marshmallows. “So...how have you been?”

Trixie placed the steamy cups before them and took her own seat. “Good, mostly.” She blew on her drink. “Every member of the alliance is hailed as a member to this day. We honored the dead the best we could. Shining Armor and Cadance have repeatedly offered to let me form a herd with them, and we do still admittedly have some fun on the side, but the wanderlust never leaves. Something you inherited from me, no doubt.” She mussed her daughter's bangs with a mischievous cackle.

However she then turned her head aside to stare out at the snowy landscape, lips pursed. “We've tried repeatedly, but...Shining and I couldn't reproduce you in this world. According to Twilight's, Sombra's, and Somnambula's research, they speculate that you're an anomaly. I suppose the Great and Powerful Trixie is meant to be forever barren...”

“I'm sorry, mom.” She squeezed her hand and brushed a tear from Lulamoon's eye.

She shook her head. “It's okay. I'm free to travel around, visit anyone, and money's no concern. I could retire at any time, but I like to see the sites, and entertain others! Let's drop in on your father, shall we? I'm sure your family misses you!”

“I'd love that. What about you, sister?” She nudged the angel.

Bellatrix heaved her shoulders. “Why not? I've never forgotten what Flurry Heart did for me.” She flexed her seraphic wingspan.

"You're the best mother I could've asked for," said Beatrix. "And the best sister, too."

After they finished their drinks the trio set off into the town. A number of translucent crystal ponies waved at them, and the heroes returned the gesture, taking a stroll down the winding pathways to a palace in the distance carved of shimmery gemstones.

The crystal pony guards saluted them, informed their rulers that they had company, then the armored pair allowed them inside.

Stained glass depicted a number of key events from the Eldritch's arrival. Beatrix paused briefly with wide eyes to take it all in, light shimmering down in a spectrum of bright colors, and their steps echoed while they were escorted down corridors lined with sconces. More guards saluted and butlers and maids in service to their rulers bowed wherever they passed.

Double doors opened and Trixie led the waltz into the throne room, where on a raised portion were seated Shining Armor in ceremonial armor, whereas Cadance and Flurry Heart wore stylized gowns. “Beatrix,” he called. “Is that really you?”

“It's me!” Beatrix attempted a curtsy with her cape and bowed. “Uh, your majesty!”

Cadance raised a hand to her lips with a titter. “No need for formalities.” She barely appeared any older than before, unlike her husband who nonetheless looked quite debonair, while Flurry had matured into quite the lovely mare.

Flurry tapped her horn. “I've improved our implants with help from Aunt Twilight! We'll never be quite the same after, you know, but we've recovered nearly half of our magical potential, and I'm sure we'll double that with enough time!”

“I'm glad to hear that!” Beatrix shared a laugh with her half-sister. “Isn't that wonderful, Bellatrix?”

“It is.” Bellatrix had summoned up a scant white leotard that was closer to lingerie to shroud her figure; she still hated to wear clothes but decided it was best in case it was a law here. “You have my eternal thanks.”

Flurry stood from her silver throne and embraced her. “Solemn, as always! A lot's changed. I'm sure Trixie's told you a little about it. I still haven't married, despite how much my mom likes to push me. Too busy with my work, I suppose!”

“Good to see you're chipper as always!” Beatrix took her hands. “Mind if we stay a while?”

Shining chuckled. “We'd be honored. Come on, tell us what you've been up to.” They settled in, and that night a feast was prepared to welcome the pair of lost heroes home. Beatrix couldn't help but be reminded of her home dimension; her father there had lived a hero with his own army, and sacrificed himself to seal the Necronomicon.

Laughter filled the halls. For the moment any troubles were forgotten. She and Bellatrix would always have a place here, should they choose to return.

*****

Days later Beatrix offered her farewells and set out on the next step of her journey, which took her to an underground civilization. Situated in a series of caves that descended, she and Bellatrix hitched a ride in Trixie's caravan, who dropped them off at the mouth before she parked. “Don't worry,” said Trixie who closed a map. “I'm sure they'll smell us a mile off!”

“Tee-hee,” tittered Beatrix to ease her nerves. A pack of Diamond Dogs trotted up to meet them, took a sniff, and waved them inside. They followed down the inclines into the darkness, pierced by Bellatrix's natural radiance. Earthworms crawled in the clumps of dirt that lined the stones.

Eventually the maze of tunnels opened up into a wide space, where homes were built into the caves, and statues were carved in the likeness of Limestone Pie and her miners who had fallen in the line of duty.

“Hey, is that-” Vinyl Scratch paused between tuning her equipment. “It is!”

Octavia trotted up beside the DJ. “Welcome back. It's been quite a while.” She shook hands with each of them.

“We like to travel around and entertain creatures, too.” Vinyl grinned. “I'm not really the type to settle down in one place, either! Tavi and I argue about that quite a bit, actually, but I know she couldn't stand to be without me!”

“Don't flatter yourself.” Tavi crossed her arms with a huff. “Anyhow, it is nice to see you all well.” She led them further in. “There's someone you should meet. We believed for quite some time the Changelings were all extinct. After all, Prince Thorax was one of the few who allied with the ponies when the Eldritch arrived, and we presumed they all fell in battle.”

Ever deeper they traversed below, until the hollows more resembled a hive. A multitude of colors swathed the sticky walls where a number of Changelings were cocooned, watched over by female workers and male drones. When they arrived before the Queen even Vinyl bowed in respect. The regal stranger was aquamarine, with large dark eyes and a shimmery pink mane.

“Welcome friends,” she said in a soft-spoken voice with a smile. “Make yourselves at home. Thorax made preparations in case he and his army didn't survive the battle with the Eldritch. He asked me to take the clusters of eggs and bury them deep as I could below the earth. I cocooned myself with them and went into stasis to preserve energy, uncertain when we would awaken.”

“As a result they've helped repopulate Equestria,” explained Tavi.

“Yes. We are able to freely mate with various races due to our unique physiology which can shift as needed. And since we may also alter our sex at will the lack of stallions hasn't been a problem,” explained the Queen who wore a multi-colored gown.

“Are you Ocellus?” Beatrix had heard of but never met her.

“Indeed I am. A pleasure to meet you.” She buzzed her spotted, crimson wings, her attire cut to leave her slender back naked. Yet she was as tall and shapely as Chrysalis, to befit her status as the main progenitor of her species. "Make yourselves comfortable."

They were also allowed to remain indefinitely, provided food and shelter, the honey produced by the Changelings the most delicious thing Beatrix had ever tasted. It also invigorated them, and they were offered bottles of the sweet substance which would keep virtually forever.

Reluctantly she said her goodbyes, knowing there were still many more to see.

*****

Her heart raced when the pyramid climbed into view. Alongside it was carved a likeness of the Sphinx that towered amidst the sea of dunes. A sizable city had sprung up around it, the marketplace lively with traders and merchants. Creatures from all over Equestria, driven out of fear of the Eldritch, now collected here.

The sentinels on duty uncrossed their spears to allow them in. “Somnambula knew you would come,” said one of the bare-chested stallions. “She has prayed while in meditation, in hopes it would summon you and your Prima Materia.”

“Well, consider her hopes answered!” Beatrix skipped inside with a whistle.

The trio encountered Diamond Tiara and Cozy Glow, who greeted them with a curtsy. “Welcome home,” the pair announced in unison. Following the handmaidens to the throne room, past more servants down the corridors, they arrived to see Sombra seated there, the older stallion's mane bleached white. Next to him sat Inky Rose, who smiled. Both wore shimmery, silver crowns studded with jewels to denote their position.

And to their side, Somnambula sat on her haunches. She's been acting as guardian of the land since the former Sphinx passed. Her slit eyes studied their guests, her wingspan clasped to her feline back, her chin resting atop furred paws.

“Sombra, my old teacher. You look well considering,” noted Beatrix, who took in the sight of him clad in his silver armor, crown, and crimson cape.

“Heh, I've had to go through many spells to regress our aging. You can imagine the toll the war has taken on me. On all of us,” the King chuckled, resting his head into his arm. “Even so, I wouldn't change any of it. I've grown quite fond of this country we've carved out.”

Inky clasped his hand. “You're always welcome to stay here with us. I know he's much older, but if there are any unresolved feelings you'd like to settle-”

“N-No, thank you, I'm fine,” Beatrix insisted as her cheeks burned hotly. “As tempting as that is, I can't stick around for too long. There are still people we haven't seen!”

“Yes, as a matter of fact, you're right...” Inky nodded to the Somnambula, who stepped aside to reveal a fully-grown mare who hid behind her. “Come out and say hello, Cerise Silhouette.” After a moment, she approached and shyly beamed at them.

“She's-” Beatrix took in the pigtailed mare, swathed in bright neon and shadow.

“Pacific Glow's daughter? Hehe, yes!” She beamed wider, taking her offered hand with a playful shake. “How are you?”

“F-Fine.” Beatrix tittered back. It was almost like she stared at a reincarnation of the raver, touched by some of the darkness that once cloaked Cerise's father. “You two must have lots of children by now, huh?”

“Mmm, only a couple,” said Inky with a wink. “I'll introduce them to you some time. Forgive their absence, but they have their duties to attend to.”

“We understand,” Bellatrix smirked at her former master. “I take it the Necronomicon has given you no trouble?”

Somnambula shook her head. “I have it entombed far below and watched over by the spirits. My priestesses and I routinely check in on it.” She nodded at Diamond Tiara and Cozy Glow, who strayed close to her.

“No activity so far,” chirped out Cozy Glow, who kept her plume pinned to her back.

“But we're always vigilant,” added Diamond Tiara. “Just in case. After all, the book is always getting stronger...”

“The Demiurge grows like cancer inside it.” Sombra sighed, his age-lined expression etched in wariness. “Where there is darkness in the hearts of many, there is always power to help it evolve. Otherwise, it is merely a detached force-of-nature, compelled to spread and consume everything. Ah, but I'm sure none of you came to hear us speak about such things. Somnambula's informed me you've already been around...”

“Yes,” said Beatrix. “We've been offered all kinds of hospitality wherever we've gone!”

“Parades were thrown in honor of the alliance's victory,” mused Sombra wistfully as he reminisced. “I recall that Miss Lulamoon, in particular, put on quite a spectacular show.” She answered his smirk with an even cockier one. “I do hope you'll stay a little while longer. We have a lot to catch up on. If you'd like, Cerise Silhouette shall provide you with a tour of our lovely city.”

“At your service!” Cerise bowed. “Don't worry; it's plenty safe out there!”

“Good to know,” said Bellatrix. “Most of the dimensions we travel to lead us directly into danger...”

The party followed Cerise out of the pyramid and into the city. The civilians went about their business, purchased wares that included all sorts of urns, carpets, and jewelry, the streets lined with stalls and stone-carved buildings.

The baking sun eventually started to set; from what they heard, it was Twilight Sparkle's duty to do this each day and night.

They paused to watch the nightlife. Female dancers stripped down into the open and put on a show for the crowds, who whistled and tossed coins their way. “Sexy,” said Beatrix. “So, what's your special talent?”

“I'm a dancer too,” replied Cerise, who spun on her heel. “Just like my mom! Or so I've been told.” She wore a scant top that bared her midriff, skirt, and sandals. “Wish I could've met her. Inky told me she always brightened everyone's day.”

“She did,” answered Beatrix, who followed her home. Everywhere she looked, people worked hard to rebuild their world. It made her hope that someday, Equestria might be able to reach its former luster, even if it took them centuries!

Another feast awaited the group, which left them stuffed. Abundance was once again universal, the former dead earth partially restored to vitality due to the tending of those like Tree Hugger and Fluttershy. From what she'd heard, they were still with Spike, alongside the old allies she hadn't yet encountered. The paradise he'd maintained had also blossomed back to life.

The cornucopia rolled out by Diamond Tiara and Cozy Glow overflowed with delicacies. Handmaidens assisted them, breasts bared proudly to show off their exotic beauty.

Beatrix's mouth watered, seated around the banquet table, exactly like her days with the alliance. The maidens bowed and left them. "They're all so lovely. Well-mannered, too!"

"Why, thank you. I have a certain taste~," said Inky, who nodded to her husband.

He watched the swivel of their buttocks, barely contained by transparent silks that clung to them like a second skin, and said, "To be a ruler has many perks."

After a short prayer from the hostesses and Somnambula, they beset the fatty foods and wine, Sombra seated with Inky Rose and Cerise Silhouette to his sides. He talked about the different small territories divided between his offspring, who served as rulers under him and ambassadors when necessary to spread his influence further.

“I decided not to claim an area,” explained Cerise between nibbles. “Too much responsibility!”

“Yes, to rule can indeed be a burden.” Sombra paused to share a drink with his Queen; the chalice lifted to Inky's lips. “I do not envy my children. It isn't easy to please the populace, and it's for the best you abstained, sweet Cerise, for I'd rather not risk a chance my heirs come into conflict. I am getting older and do not wish to see any more bloodshed, especially between kin.”

“That will not happen,” assured Somnambula, who observed with slit-like eyes. “Since I shall be around indefinitely.”

*****

Their stay was interrupted when a messenger arrived with a scroll for Sombra. It requested his presence in the Dragon Lands, and similar invitations were sent to the various rulers and anyone else who wished to attend.

Without delay an entourage was prepared and the procession headed out of the desert to meet with their old companion. Trixie's caravan traveled with similar ones, albeit without her flair-for-the-dramatic, the much planer machines ferried across the roads that marked the way.

Somnambula dashed beside the cart. “We all knew this day would come.”

“Yes.” Inky closed her eyes. “I must admit I used to dislike Spike, but now...” She let the words die in her throat.

Beatrix paled. They didn't need to explain for her to understand. “Here I was, taking it easy, while-”

Sombra shook his head seated a short distance from them with his Queen. “It's partially why you chose this time to come back, didn't you?” He nodded at the Prima Materia. “Somnambula tried to contact you, called you back to this dimension.”

“Yes. However, I was not certain it would work.” The Sphinx frowned and kicked up sand when she ran.

Cerise looked between them. “You mean Spike's about to-?”

“Pass on,” finished Bellatrix. “The price he paid to stop Torch and save his friends.”

“Oh no...” Beatrix stared at her shaking hands, kicked her feet which dangled over the cart. Perhaps she'd tried to avoid this moment all the while, ignored it in the vain hope it would go away, that if she delayed the meeting with Spike forever his fate might never come. She'd told herself he'd understand. Now she was desperate to see him one last time.

“I take full responsibility,” said Somnambula with narrowed eyes and her snout drawn.

“No. Spike wouldn't accept any other way,” reminded Sombra with a chuckle. “He's a stubborn one.”

They prayed to make it in time. Days passed before their arrival in the Dragon Lands. Structures were hewed into the mountains, and like before, the portion below was a vast wonderland of colorful flora and fauna. Their procession was met by Ember and Smolder, the dragonesses swathed in full armor save for their heads, and instructed them to wait.

More parties arrived from all over Equestria. Around the area were shrines to fallen heroes, some for those who participated in the initial war with the Eldritch, another portion for those who perished afterward. Fleur de Lis, who remained a soldier in Spike's employ in addition to one of his mates, paid a visit to Fancy Pants' tomb and placed flowers there.

A similar somber mood was felt all over. A few hours later Ember and Smolder blew their horns to summon everyone.

Sombra and Inky Rose, Shining Armor and Cadance, Ocellus, and a few other rulers that Beatrix didn't recognize, alongside dozens who had come from all over attended. Led into the gardens by Rarity and Sweetie Belle, Fluttershy and Tree Hugger were also spotted on the trip into the sea of delicate flowers, where Spike sat in the center, Twilight Sparkle by his side.

Also there were the many spawn he'd sired, most of them Kirin with a few small dragons. “Hey.” He waved with a toothy smile.

Once a physical powerhouse, his sacrifice had caught up with him almost all at once. Muscles had withered and left him scrawny. His eyes struggled to focus, half-blinded. His wingspan had shrunken, and while at first his followers had tried to present him in his usual armor it had proven too painful, until he stripped to a simple loin cloth.

No one dared say it but they all thought about how terrible he looked. Ember, Smolder, and Fleur de Lis made certain the mob didn't move in too close at once, some of them already openly sobbing, others bearing numerous gifts for the former Dragon Lord. He chuckled and forced his snout into a smile, puffs of discolored smoke spilling from his flared nostrils.

*****

Spike always knew this day would come. Most dragons would have preferred to fall in glorious battle; like most of his race had when Torch led them to annihilate the Eldritch. His eyes swam into focus, hovering over all the numerous friends still with him he'd made in his relatively short lifespan. “Huh.” His voice was scratchy, barely audible. “All this for me?”

“Of course,” said Twilight with misty eyes as she gripped his hand. “We all love you!”

He gazed to Fluttershy and Tree Hugger, who also couldn't hide their tears, the pair always tending to the gardens here. There was Rarity, his first love, and her little sister Sweetie Belle, his loyal entourage which included Ember, Smolder, and Fleur, a number of his children; and beyond them creatures who'd come from all over to see him off at Twilight's request.

“Didn't expect to see you,” he said with a chuckle.

Sombra returned a pained grin and stood beside his own crew. “You know I respect you as a fellow ruler.”

“Ha...and I see Beatrix and Bellatrix came back, too.” He beckoned them closer.

“I-I-” With a choking sob, Beatrix drew a hasty circle in the air, and stepped through the portal alone which closed behind her. The air crackle where she'd passed and a scent of electricity lingered from the magic used.

Bellatrix offered a weak shrug. “Sorry about that. She doesn't handle these kinds of situations well. Seen too much already.”

Spike laughed. “I understand the feeling.” His head rotated to Somnambula. “You still blame yourself, don't you? It was my choice. Not sure anyone else could do it, and even if they could, you know I wouldn't let them. How much time?”

“Mere hours at best,” confessed the Sphinx. “If only I could trade some of my life force to you.” Like the dragons and alicorns she was now virtually immortal; it had been his and Twilight's hope to spend their entire lives together.

“You offered me a second chance,” noted Fleur. “So I am forever in your debt.”

Spike trembled when he caressed her silky mane. “And you've been an incredible soldier. I'm lucky.” He coughed. “Sorry. Under any other circumstance I'd be happy to be surrounded by so many beautiful women.”

“Save your breath and rest, my Spikey-Wikey.” Rarity strained to swallow down her theatrics, but Sweetie Belle burst into wails, and she soon followed. “N-now dear, he's still with us. Is there anything we may do to make it better?”

“Don't leave my side,” he requested between ragged breaths.

“Wouldn't dream of it man,” said Tree Hugger who held hands with Fluttershy, their hair decorated in flower wreaths.

Fluttershy pressed her cheek to his chest, listened to his heart beat, soaked in his warmth. “Oh dear...your body temperature is far too low for a dragon!” She pressed herself to him in attempt to share hers, only to be brushed aside.

“Leave it to us,” said Smolder as she and Ember breathed a soft fiery plume on his scales.

He gasped and felt momentarily invigorated throughout his wiry limbs. “Much better,” he admitted stretching. He rose to a seated position, flicked his tail. So far as last days went he couldn't ask for more. Equestria was in capable hands. He didn't know what awaited them beyond in the afterlife, but he hoped to see all the loved ones he'd lost there, ready for him.

Slowly the dragonesses allowed others to approach the former Dragon Lord. A vast collection of exotic flowers collected from all over different parts of Equestria were placed around his bed. His claws shook when he took each hand, traced it, felt the warmth and vitality in them that was gradually sapped from him; the price to have unlocked his full potential.

Yet without that Torch's undead form would have no doubt crushed the pyramid and culled everyone inside. He'd made many sacrifices as leader and received their adoration in return. Why should he regret his choice, despite the heavy price?

Hours passed while the visitors made the rounds. He spared all the time he could for each of them.

The air crackled once more. Another whirling oval split dimensions, and from it returned Beatrix, followed closely by Sunset Shimmer, Wallflower Blush, Aria Blaze, and Sonata Dusk. “Hey,” said Belladonna with a nervous smile, hiding under her wide-brimmed hat. “Uh, sorry about that, but I figured they'd want to...see you off, too.” Her words trailed, almost inaudible.

While the traveler closed the portal, the newcomers gathered around Spike. “We've been living together,” explained Sunset who knelt beside Twilight and took his claws. “I promised to look after them, helped them settle into a normal life.”

“We haven't aged a day either,” said Aria with a shrug. “Side-effect of what we are, I guess.”

“You look terrible!” Sonata covered her mouth. “Oops, I didn't mean it like that!”

“No, you're right.” He chuckled, blurred vision straining to keep them in focus. “I don't have much left in me.”

Wallflower pursed her lips. “You have a lot of nice children.”

He nodded with glazed over eyes, light fading to darkness before him. “I'm proud of them all. Wish that Autumn Blaze's could've been here, too.” He wheezed a discolored puff of smoke. “We sure had some good times, didn't we?”

Twilight winced. “Lots, Spike. But still, not enough.”

His limbs grew too heavy for him to move. His claw went limp in Twilight's hand. His ears tensed, hearing her choke on sobs, and his vision dulled by the moment until it was consumed entirely in gloom.

Within minutes his heart slowed to a stop, and the former Dragon Lord went still, surrounded by loved ones. Yet his legacy would no doubt carry on through the ages.

*****

Later on Twilight Sparkle, Ember, and Smolder carried Spike's shroud-wrapped body to the peak of an active volcano. It hissed and spat dark smoke, the air turning with heat waves, far too intense for even an alicorn were it not for the protective spell she'd prepared that layered her in scales.

Beneath the ashen sky the trio recited a prayer to Celestia and Luna at Twilight's request; a reminder of the old world.

“There's a legend among our kind,” said Ember who held the corpse in her arms. “That a Dragon Lord cast into this sacred volcano might one day be reborn. I would have tried it on my father, Torch, if his remains were intact.”

Smolder nodded. “Could take hundreds or thousands of years, but if there's even the smallest chance...”

Twilight brushed away a tear. “Do it.” She watched Ember drop the shroud into the opening. Spike's corpse sand like a stone into the molten lava below. “Goodbye...Spike.” She stared at the blood-red skies, feeling more alone than ever.

Ember placed a claw on her shoulder. “We should go.”

“Yes. I've lost so many. I thought it would be to time, rather than like this.” She sniffled. “I suppose Starlight Glimmer was already lost, the moment the Eldritch captured her. But I've known Spike since I was a filly.”

Smolder clasped her other shoulder. “Hey, you still have us! Let's take a break, okay?”

“Okay. It's a shame he couldn't fit his armor anymore,” said Twilight who wiped her face. “He looked so regal in it.”

A short time later, after they observed a last moment of silence, the trio left the bleakest portion of the Dragon Lands. They would now look after it in the absence of a Dragon Lord, a council of three that would maintain balance and fairness to the best of their ability over the creatures there.

A funeral was still underway, the land united in mourning with another hero lost.

Under an ocean of magma, Spike's wizened corpse, which sank to the bottom denuded of its shrouds, started to glow...

*****

Sombra studied the Necronomicon, which rested on a column entombed within a vault below the pyramid, where it would be watched over by the pharaohs and holy spirits. Something had changed while they were away. One page, previously blank before, had something different written in it. Pictures and text in a language most couldn't possibly understand. But he could. And what he read sent a cold chill down his spine.

His attention turned back to his entourage, alongside Beatrix and Bellatrix, who had returned Sunset and her friends to their home after Spike's funeral. “You're leaving now, so soon? Sure we can't tempt you?”

Inky batted her lashes. "The offer stands."

“You know me,” replied Beatrix with a small laugh. “Too much wanderlust.”

Bellatrix studied the treasury around it, which cast a golden shimmer over them. “There's always more to see and learn. Plus, my sister likes to help out on occasion. Must admit I do too, now.” She shrugged it off.

“You're always welcome here,” noted Inky Rose, who held onto her King.

“Thanks. I'm sincerely grateful to you all.” Beatrix took a humble bow; her farewells made to everyone.

“As am I. You helped me find purpose,” admitted Bellatrix, who brushed his lined cheek with a beatific smile.

Sombra walked towards the young mage, wrapping an arm around to pull her close in a tight embrace. As she returned it, he whispered into her ear, "Be careful where your travels take you, Beatrix. The sins of the past tend to follow close behind you wherever you go..."

"I...I will," Beatrix said, unsure of what to make of it before pulling away from him.

“Take care, my apprentice. And you, dear Bellatrix.” He beamed with pride at the pair of them. He could sense the power that radiated from them; no doubt collected amidst the countless adventures they had been on in their long absence.

Part of him almost wished they could join them, but his place was here, his responsibility to his ever-expanding nation.

Cerise Silhouette waved, her wide eyes moist. “We'll miss you! Don't be a stranger!”

“We'll be back sometime! I promise!” Beatrix copied the wave with another laugh. She returned a bow to Diamond Tiara and Cozy Glow, and shared a nod with Somnambula, who crouched within the treasure trove; the Sphinx now the servant of Sombra and his Empire, who would carry out her sacred duties so long as he respected the will of his people. “Love you all! Oh, and-”

Galloping up to her teacher with a whirl of her shimmering Ursa Minor-styled cloak, she planted a bashful peck on his cheek, wearing a goofy smile with a flutter of her lashes. “One for the road, to remember you by.”

With a shake of his head and a wry smile, he noted, “Childish as ever. It's a relief to see some things never change.”

“Hopefully, I never will!” Winking, she blew a kiss, split the air with a casual gesture to open up a rift, and amidst a theatrical bow tripped on the heel of a boot, tumbling backward into the portal with a yelp, uncertain what adventure awaited her next.

“Farewell,” said Bellatrix, who folded her feathered plumage about her radiant skin and followed her companion into the nexus.

Within seconds it closed over, and peace settled over Sombra and his companions, the tomb silent save for a crackle of torches.

He recalled other lifetimes. Versions of him that dabbled in the dark arts, in pursuit of the Necronomicon, to better the Crystal Empire. So far had he once fallen.

Yet he'd earned a second chance. He stared at the grotesque faces woven onto the surface of the dark tome, and could almost thank the Eldritch, unable to suppress a dark chuckle filled with irony.

Somnambula settled down to rest. Bowing, Diamond Tiara, and Cozy Glow made their exit, followed by Cerise, who smiled at the King and Queen before she exited, no doubt to spend more time in the marketplace.

Certain the grimoire was secured, Sombra returned to his chambers and made love to his Queen. She cooed before settling into his strong arms; her warmth pressed to him. Her plumage enshrouded him like her limbs, Inky older like him but no less lovely in his eyes. With his magic, he retarded their aging but could not halt it.

However, with his skill, he wagered they would last another century, at least. More than time enough to see his life's work blossom to fruition. Idly his fingertips danced upon Inky's gray feathers, his mind wandering with possibilities.

No doubt, with the secrets Beatrix Belladonna shared with Sunset Shimmer and the Twilight Sparkle of the human world, who through the magic diaries worked in tandem with the Twilight of Equestria, they would be able to reconstruct a device similar to the magic mirror in time.

Perhaps some humans would even wish to come here, and help repopulate the land?

Whatever may come, he would welcome it as their world was now secure for a better life.

His frown returned before looking when he considered where the Necronomicon laid dormant, remembering the cryptic depictions of beasts with skulls for faces on the pages. For his student's fate moving onward, everything was still uncertain.

He wished she had accepted Inky's invitation into their bed, at least, but perhaps it would have pained her too much. Nonetheless he believed that she and Bellatrix would someday return, wiser for the experience.

Until that moment came, he was content to spend these lazy days with loved ones in constant pursuit of a world that once was.

Author's Note

Sincere thanks to everyone that read this far. This is a very important story to me, as the longest one I've written and a chance to really explore a lot of ideas I've had in mind. Couldn't have done it without NotaPonyPerson, who gave the initial pitch and helped out tons!

Originally it had no Spike, but since he's popular with my fans and made a good contrast to Sombra I decided to add him, otherwise the early portion might have been overly bleak. Spike was used to show the old Equestria as he attempted to hold onto it despite circumstances.

Characters who didn't make it in include Thorax (Almost had him and a changeling hive join up with Spike, but threw a bone in with Ocellus at the end!), Lyra and BonBon (Decided they would be redundant with Octavia/Vinyl involved), and an OC of my collab partner whose role mainly went to Somnambula. (With some of Sommy's actions they might have been too out of character for his OC?)

Also planned to off my characters but didn't want to kill gratuitously. Fleur for instance came close to death several times throughout, and Vinyl/Octavia/Inky barely escaped too, although I felt killing the latter would be needlessly angsty and risk resetting Sombra back to zero.

I may revisit this continuity one day with a sequel, albeit much shorter I'm sure as I want the heroes to mostly rest! Beatrix will of course continue in her own adventures, sometimes with Bellatrix in tow.

Also considering a bonus chapter; nothing substantial, just a "What if Beatrix accepted Inky's offer for a night of fun?" Decided to forgo any real clop at the end as it didn't seem appropriate to the mood, which was mainly focused on farewells.

Any questions, critiques, overall thoughts, etc.? Please leave them here! Be seeing you!

Bonus Chapter: Beatrix's Decision

Author's Note

Since clop didn't seem appropriate for the melancholy final chapter, I instead decided to include some in this optional bonus!

Basically, a "What if Beatrix took up Inky's invitation into the bedroom?" While inessential to the main story, some extra characterization and minor revelations are thrown in.

Bonus Chapter: Beatrix's Decision

Steam rose from a pool that stretched across the spacious room, its pristine waters swishing and casting a glimmer across hieroglyphic covered walls otherwise shrouded in dimness. A soft splash echoed when Beatrix Belladonna experimentally wiggled her toes into the bath. “Th-thanks for inviting us here, your highness. I'm honored.”

“No need to be so formal,” replied Inky Rose who like her stood naked, the serving girls fetching their clothes while they bathed. “I'm relieved you decided to take up my author. It should help with any...unresolved feelings.”

“Plus, it'll be fun!” Cerise Silhouette let her pigtails down and sunk into the pool beside Diamond Tiara and Cozy Glow. Situated across from them was Bellatrix Primadonna, who absentmindedly filed her nails.

Sombra chuckled and lounged in the bath. “I feel rather lucky. However, something is missing.” He looked to his Queen who nodded. “Would the Lady's handmaidens like to join us? It's not required, of course, but we would appreciate the company.”

A number of the servants stripped down and waded in. Each was handpicked by Inky, exotic beauties meant to please the eye, which the rulers sometimes invited into their bed. But tonight they settled on a new prize, one of their fellow heroes in the alliance's war with the Eldritch. Beatrix shyly avoided the eyes of the couple, who lingered on her nakedness.

The aromas of oils and perfumes arose from the bath, and the one who'd supplied them, Somnambula, padded in. As the new guardian of this Empire and the Sphinx, she loomed over them, casting a long shadow upon her approach.

“Welcome back, little Beatrix. And you too, Bellatrix.” Somnambula beamed with sharp teeth.

Beatrix laughed. “I thought cats hated water?”

“Ah, but the Sphinx passed on her secrets to me. And I also learned much from the holy book I never shared. After much practice I have mastered quite a spell. Observe.” She chanted inscrutable words in a long dead tongue, until a white shrouded enveloped her sleek mass. Within an instant the priestess shrank down to her former pegasus self.

“Wow, neat!” Beatrix studied the priestess, who stood naked and proud, flexing her plumage.

“Most impressive,” mused Sombra with a chuckle, his hand around Inky's waist and pulling her closer. “Of course, you too are always welcome to dally with us. As are your lovely retainers.” Diamond Tiara and Cozy Glow grinned as one.

They all settled in to bathe, and Beatrix hovered next to Cerise, who despite being more of a stranger than the rest of them she somehow felt more comfortable around at the moment. Maybe it was her spacy, oblivious nature? That she seemed so non-judgmental and welcoming? She knew how moody the rest of them could be, and didn't want to intrude on Inky's relationship.

“To think,” said Cerise who squeezed Beatrix's hand under the water. “You could've been my mother!”

“Probably not. I can't get pregnant,” admitted Beatrix who stared down at her belly.

Cerise shook her head and lowered her voice. “Not literally, but I mean, imagine if you became Sombra's second wife? I heard my parents discuss it before, and Inky seemed okay with it. You'd have part of this Empire to rule over, a vast fortune, lots of subjects, plus, think of all the time we could spend together. Maybe you should think it over again?”

“But I have so much more to do. And it would hurt to always play second fiddle,” she said with a hand over her heart.

“That's a shame. But I understand.” Cerise hugged her in sympathy.

After the hour came to an end most present parted ways. “Come with me,” said Inky who took Beatrix's wrist. “You too, Bellatrix. And would Somnambula also like to aid in our little affair?” She half-lidded her eyes at her with a sly grin.

Somnambula returned the gesture. “After being without this form for so long, it does miss the old carnal pleasures.”

“We'll take care of your duties,” said Diamond Tiara. “You deserve a day's rest!”

“More like a night's!” Cozy Glow giggled. “Leave it to us!”

Cerise beamed. “I'll help, too. Sounds like fun!”

The group rose in unison from the pool, all sopping wet and thin vapors of steam rising around water-beaded flesh. They toweled themselves off, and didn't bother to redress, the King and Queen headed to their private chambers. Soon they reached the room, its interior spacious with a silken bed to match. Inky sat on the edge with a titter, hand clasped with her lover's.

Beatrix waved farewell to Cerise, Cozy, and Diamond, then followed in, the door closed behind them by Somnambula who entered last. Enchanted crystal lamps lit the area in a soft glow, which was otherwise enshrouded by shadows.

Sombra licked his lips and cupped one of the witch's firm tits. “Soft and pliable as ever.”

She arced her breast into his touch, relished the warmth that radiated through her bosom. Her heart still skipped, but she forced herself to relax with a deep breath, reminded that Inky wasn't the jealous type so long as she came first in his eyes. Inky pulled Beatrix over by the waist, and she settled into Sombra's lap, shyly met his eyes with a silly smile and pink cheeks.

His stiff member rested against her puffy slit but didn't press into it. Her wetness slathered his vein-lined tool, his flared tip slick, one hand cupped around a tit which he tenderly crushed while the other did the same to a plush buttock.

“Say what you want,” urged Inky with half-lidded eyes and a sensual drawl.

“I...” Beatrix met his gaze. “I want you to fuck me,” she admitted with a lusty hiss. She pleaded, “Please, put it in.” He visibly considered it, tilted her back a little, teased the ring of her pink asshole which he smeared in his discharge. “You're cruel,” she whispered, but in truth she was so horny she hardly cared how he took her, so long as he offered some sweet release!

He lifted her up by the waist and impaled her pussy. She cried out with sharp lust, speared cervix-deep, his flare teasing her last barrier to lock in place in preparation for when a stallion wanted to make certain he impregnated a mare and claimed her. Her gooey release slathered his dick, drenched down the medial ring, onto his swollen balls. She wrapped around him with a coo.

Sensing that a certain hint of self-loathing hadn't ever fully left her, despite all these years of separation and the Demiurge removed from her, Sombra stroked her mane and whispered into her ear, “Good girl...” She smiled coyly in appreciation.

“Allow me to tend to you, my Queen.” Somnambula climbed atop Inky Rose, kissed her inner thighs and around her cunt in preparation, her posterior presented to the gothic mare who tenderly kissed her sexholes. Within moments they dug into each other, nuzzles sunk into moist entrances, slurped at the glistening nectar that slathered down their supple skin.

Beatrix traced his muscles, bounced atop him, his nails digging into her buttocks and his snout latched upon a squishy tit which he suckled and nipped at. “Oh teacher~” She met his gaze, starry-eyed, a dopey smirk on her face.

She couldn't help but act foolish around him, clumsy and dim-witted at times, still adoring him and eager to impress and win his affections. Moments like these made her flush, left her feeling rather stupid, but thankfully despite his chuckles he didn't judge her. He planted pecks and nips on her nipples, her neck, her lips and ears, and she happily tittered in response.

He filled her up, stretched her out, her pussy warm and cozy. She clenched in response, needy and desperate, her asshole puckered and her twat sucked on his cock, drenched it with her love honey, determined to drink up a seed that could never take root. Yet instinctively she wanted it inside her womb, wished to complete their love and pretend in the moment.

“I...I love you, Sombra,” she whispered into his ear.

“And I you,” he replied watching Somnambula and Inky eat each other out from the corner of his eye. At the same time Bellatrix stretched out naked, toyed with one of her tits, and drew circles around her messy cunt, watching them all intently.

“I'm envious,” admitted Bellatrix with narrowed eyes, her pale cheeks flushed bright. She was rewarded when he lit up his horn, and wrapped his aura about her lower holes, teased at them with sensuous strokes. She pressed her bare tits to his back, let them squish on his muscles, enshrouded him and her sister in her seraphic plume. “Mmm, I thank you.”

His aura pressed deeper into her canals, gaped them open, and she moaned into his nape and came upon him. Slurps sounded from the pair of pegasi, who nibbled and pulled on inflamed pussy lips, lapped at the glistening treasures within and the soft pink rings of assholes, wings stretched to full mast each time Somnambula and Inky writhed and moaned in shameless bliss.

Beatrix arched her breast, and gripped his muscular buttocks, wistful about times long past. Twenty years had passed for everyone here, and while she'd been on a number of adventures in between, it hadn't been nearly that long for her and Bellatrix. Nonetheless it both felt like yesterday and simultaneously a lifetime ago since they'd faced the Eldritch menace.

Wrapping her limbs around her, she closed her eyes and cried out with a particularly tight squeeze of her cunt, gripping his cock vise-like. She came first on his groin, cried out his name with tears in the corners of her eyes, and with a growl he locked his flare into her cervix and fired repeated shots of gunk that painted her gooey, contracting and expanding slimy womb.

“My apprentice,” he wheezed and breathed heavily with her, crushing a tit and a buttock in his strong hands. His flaring horn wrapped Inky's and Somnambula's loveholes in his aura, and they too whinnied in approval, spatters of feminine ambrosia coating their lover and leaving the sheets drenched in stickiness the handmaidens would have to clean later.

The musk of sex overpowered the air. Most of them collapsed in their afterglow, satisfied, and Beatrix continued to rock atop Sombra with a contented giggle and flustered blush, her cervix still gripped tight around his flare and her belly bloated with his sperm soup which drowned her eggs, unable to be inseminated no matter how many times she was fucked.

Already her sister had drifted off to sleep. Beatrix wanted to remain like this forever, with him entombed in her, a moment of intimacy that made her feel so wanted and needed. She kissed his forehead under his twisted horn, reluctantly withdrew from him with a wet pop, her gaping twat pleasantly sore and still clenching at air, oozing with his spunk and her release.

She curled against one side of him, Inky at the other, heads on his shoulders and hands on his sweat-soaked chest. Somnambula curled up cat-like at the foot of the bed, Bellatrix sprawled and slumbering at the side with soft snores.

Uncertain like always where their adventures would take them next, Beatrix surrendered to her fantasies, snuggling to him with a giggle. He stroked hers and Inky's hair, and with another flare of his horn snuffed out the lamps. Her scattered thoughts drifted, until she was overtaken by a peaceful slumber, her dreams alight with past worlds she'd traveled to.

Yet despite all the hardships faced here, this version of Equestria would always be one of her favorites.

Chapter 1

War enveloped Equestria. The land was torn apart, civilizations smashed, its inhabitants scattered to all corners. The mysterious creatures descended from seemingly nowhere, unlike anything the planet had ever seen. Dubbed the Eldritch, thousands upon thousands fell practically overnight, and more soon followed, as the world was reduced to a barren wasteland.

Skirmishes erupted all over. The invaders captured those who weren't slain, and so the survivors were driven underground, most forming small cells of resistance as they attempted to eke out an existence against a shared threat. Entire races were driven to extinction, not helped by the distrust between species which made them slow to unite and rally until it was far too late.

The surface was now trapped somewhere between day and night, the sun and moon trapped in mid rise and fall respectively. Stained the color of sickly blood, the skies burned with an appropriately Apocalyptic flair.

Gloom closed in over the labyrinthine caverns, casting silhouettes which crawled over the rocky surfaces. Small lamps burned atop a table where a small team met. Most of the hideout was empty, functional even, crates, sacks, and treasure chests used to mostly store armaments. They couldn't stay in one place too long, driven into a nomadic lifestyle to survive.

“Trixie still doesn't trust you,” stated the anthropomorphic unicorn who tossed back her mane. Her voice echoed through the caverns. Swathed in a leotard, short cape, fingerless gloves which came to her upper arms, and likewise heeled boots that rose to her upper thighs, her theatrical look was completely by a wide-brimmed cone hat topped by star decorations like the rest of her flashy ensemble. “For all we know, you're the one who called those monsters here to begin with!”

“Oh please, Miss Lulamoon.” He scoffed at her remark, rolling his eyes at another squabble over his loyalty. “As if I'd stoop so low as to summon these...things in my pursuit of conquest when I am capable of doing so myself.”

He'd removed his silver armor, and a crimson cloak lined in white trimming, leaving his muscular chest bared. A loin cloth fell over his dark skin and coat. One piece he never removed unless necessary was a crown, dark curls falling over it, framing a jagged scarlet horn. The shadows which suffused their lair seemed to converge around the former tyrant.

“Nonsense. You'll never be one of us,” she reminded him with pursed lips as they stared across the table.

“You have little choice. Your beloved Princesses are all lost. And I'm one of the last hopes you have. Ironic, isn't it?” He simply shrugged his shoulders, a sphere of blackish purple energies manifesting above his palm, crackling with a radiance similar to his horn. The air swirled around it with a muted crackle. “Even if I aligned myself with them, it wouldn't be long until they tried to take me out of the picture, knowing how much of a threat I'd be to them. Just face the facts! You need me, like it or not.”

“Hmph! Mere parlor tricks. The Great and Powerful Trixie-”

“Enough.” Another soldier, Fleur de Lis, wandered in with a sway of her ample hips. She removed her white armor, throwing back her soft pink mane. Her curves nicely filled out her form-fitting costume, practically a second skin. “I don't believe even Sombra would be foolish enough to betray us now. Those abominations are a threat to all of us.”

She settled her ample bottom down into an empty chair. The flames reflected off their shadowy faces. There were so few of them left. “We have to stage a rescue mission. It's risky, I know, but imagine the consequences otherwise?”

Sombra closed his palm and snuffed out the dark arts he'd called upon.

A quiet settled over them. By now there could be a few hundred left at most. The aliens culled their numbers, never offering any demands or so much as communicating with them, simply sweeping from one area to the next and leaving a grisly trail of death in their wake. Most of the dead were stripped completely clean, like they'd been reduced to spare parts for experimentation.

“If only I were more of a fighter,” said Fancy Pants whose finely-tailored clothes were now a ragged, frayed mess. He adjusted his monocle. “However, I sadly must leave that to my better half.” He laid his hand atop hers and shared a smile.

“None of us are born warriors.” Inky Rose twirled one of her braids which fell over her shoulder and drooped over her spiderweb dress. Her voice was a slow, almost musical drawl. “Sombra is the closest, and he's always been a schemer first.”

“Those with the most cunning and ruthlessness are fit to rule. A 'schemer' I may be, but without me, you rabble would be lost at what to do when the Eldritch strike with another invasion fleet. So best not to forget who is trying to save you lot.”

“Now wait a moment-” Fleur rose to her feet, but her husband gently squeezed her arm and shook his head. Glaring at the former tyrant, she heaved, and he shot back a malicious smile, his fangs bared in a vampiric manner.

For a moment none dared speak. Then Inky said, “So about that rescue idea. It sounds more like a suicide mission.”

“It's a desperate gamble, admittedly.” Trixie kicked her boots up on the table. “But what else can we do?”

His fist banged on top of the table and nearly overturned a lantern, demanding the party's attention; a stern glare in his eye as he looked to each and everyone gathered. “Have I been ignored this whole time? How many times must I tell you until you get it through your dense skulls! All you need do is allow me to lead and under my command, we'll be saving far more lives than we lose. Blame me for those sacrificed if you must, but I'll be damned if I lose my mind and will to those abominations!”

“No way.” Fleur scrunched up her snout. “I will never follow-”

“Please, help us.” Fancy pursed his lips and lowered his pride. Like all of them, he was so tired, driven by desperation. He'd do whatever it took to save the remnants of his homeland. And if that meant making a deal with the devil and bowing before him? So be it. Whatever the consequences were down the line, he'd pay them if it meant his loved ones might be saved.

“I'm one of the few fliers left,” said Inky. “So I can scout ahead.”

“Rescue as many as you can,” urged Fancy who lowered his head in defeat. “Otherwise, we'll likely go extinct.”

“I mean...should it come to that, we may have to copulate with each other to replenish our lost numbers. It has been quite a while since I had a couple of concubines~” A sly grin spread across his muzzle. He couldn't help but darkly chuckle at how flustered and annoyed Fleur looked; as if trying to hide her voluptuous curves from his prying eyes.

It was true their population dwindled daily, with scant few studs remaining between a populace that had already heavily skewed female. Most entered into small herds around a chosen stallion. Of course he refused to share is wife with any others, not that Fleur would let herself be passed around anyhow, her vanity still intact even after she'd taken up the role of a warrior.

“Come to think of it...it might be better if we start the process immediately. What do you say, Fancy Pants~?” He cooed thoughtfully. “Care to share your wife with me for the night? A rather small condition for my services, admittedly.”

“What?! You perverted scum!” Fleur practically threw the table over, proving far stronger than she looked.

“I cannot ask that of her,” murmured Fancy who looked haggard.

“Hmm...what a shame. Well, if you're all so keen in dying amongst yourselves then be my guest. I can clearly see my prowess and gifts are not wanted, so it's best I be going. I wish you all luck. You're going to need as much as you can get~” And with that he rose from his seat to reach for his cape and armor to set his way out of the room.

Knowing he was by far the most powerful amongst them, especially when it came to magic, he had them by the proverbial balls and ovaries. There was a slight chance Fleur could take him in a fair duel, but since when did he care about honor? No, they were dependent on him, a fact he planned to ruthlessly exploit at every opportunity.

“Wait!” He paused at Fleur's desperate plea. She huffed, turning so that the others couldn't see her eyes watering. “I...I'll do it, damn you to Tartarus.” She balled up her fists, which shook at her sides. “I know my husband will forgive me.”

“There's nothing to forgive,” assured Fancy who closed his eyes.

“One more addition. Fancy, I want you to watch while I claim her.” He laughed, watching them shudder.

“As you wish.” The words were almost inaudible. “I'll not let you harm her.”

“Oh, don't take it so personally. It's for the best if our species is to continue. Besides, Fancy, you're free to join in anytime! I just hope you won't mind how much...looser your wife may feel once I've finished inside her.” With a malevolent cackle Sombra strutted over to his prize, wrapping a hand around her waist from behind to draw her close, the other curled around her chin and cheeks. He turned her head to face him, relishing her tear-stricken face, the way her mascara ran.

She wanting to thrash in his powerful grasp, quivering when he pulled her along the tunnels, into a section which would give them some privacy but likewise allow them to hear every detail. Not to mention their silhouettes that would dance over the roughly-carved stonework. With slumped shoulders, Fancy followed them in, his chest sucking in a gasp.

The space was empty save for a bunch of blankets and a pillow placed on the floor. Sombra's hand brushed through her tresses, breathing in the scent of her sweet perfume. She trembled, caught somewhere between rage and fear, the latter because she wanted to fight back but knew better than to do so. Not when so much was at stake. He traced lower, down her sides.

“Mmm, such marvelous foal-bearing hips. I can only imagine how often you've put them to good use, Fancy~” He growled playfully, his palm rubbing over her flank before roughly landing a firm spank, watching her flesh jiggle. “I wonder how long it'll take until you're properly molded for my shape, as if I've claimed you for my own!”

Fleur snarled at him. “No one owns me!” Her voice was haughty, imperious even. “You could never understand what my husband and I have! I may have agreed to let you lay hands on me, but I never promised I'd pretend to like it!”

“Ha! So many others have said they'd never enjoy sleeping with me. And yet I can tell from how you tremble from my touch, and how wet you smell, that you're dying for a taste! Make no mistake, I will breed you like a broodmare...and you're going to enjoy every last moment of it. All mares desperately want a strong stallion to conquer them, deep down. It's in your nature to submit to the strongest, and I doubt a flamboyant fop like Fancy could ever compare to a true King! Now...” He denuded her with his blazing eyes, licking his chops. “Strip for me. And take it slow. I want to relish every inch of skin you show me.”

Fleur trembled and took a couple steps back. Slowly, she lid the top of her costume over her shoulders, baring them. She peeled it down further, pausing at her shapely breasts, her cleavage peeking out. Her perky tits bounced out, topped by wide pastel pink nipples, her cheeks burning red as her mouth twisted further into a snarl while he openly leered at her.

He caressed her nipples with his index fingers, watching them spring erect under his touch. She hissed as he traced around her sensitive areola, admiring the visible veins under her soft, fatty titflesh. Leaning forward, he kissed her buds, nipping and nibbling on them, which forced a low moan from between clenched teeth. “See? You've started to realize your place already.”

“Fuck you!”

“My, how unlady-like. Now, continue.” Hot tears ran down her cheeks, and she slid down her garments further, exposing her thin midsection, supple yet with a touch of athletic muscles. “You keep yourself in top shape. Truly, a diamond polished to perfection. Such loveliness is wasted on Fancy Pants.” His hands traced circles around her titties, mashing them greedily.

“He's a thousand times the stallion you could ever hope to be! You have to rape mares because none want you, not when they know what you're truly like!” She traced the costume over her hips, ever-so-slowly, until the top patch of her soft pink pubes which matched her mane were unveiled. Gradually she let her covering pool at her ankles, leaving herself fully exposed.

The cleft of her snatch was rather tight and prim. From her velvety lips he could see pussy meat which matched the color of her nipples peek out, glistening and moist, brought to arousal by his touches and her humiliation despite her denial.

When he'd ruled over the Crystal Empire, he'd claimed first rights over any mare who wished to be married, a tax he demanded. He'd defile the simpering wenches before their seething husbands, proving unmatched his sexual prowess.

“Turn around.” She spun on her heel, practically a pirouette, her buttocks smooth and shapely, topped by dimples of venus. “You're divine perfection personified.” He landed a heavy swat on an asscheek. She cried out, branded by a red hand print that marked her as his property. “Made to bear my offspring. It's the sole reason you were born. To have me claim your womb. Now, bend over, in preparation to receive me.” Hesitating a moment, she did so, sticking out her heart-shaped bottom.

Her palms rested on the walls. Taking a moment to admire her wet flower, and her puckered ring of her anus, colored the same as the rest of her naughty bits he turned back to Fancy and mockingly chuckled. “Oh? Looks like your husband's enjoying this, too.” He nodded at Fancy's tented pants, his face stricken with the same guilt and shame his wife endured.

He undid his loin cloth, which fell away. Precum oozed out, dripped down between her full moon, smearing her anus as the viscous fluid came to rest and stick atop it, lubing her up. “Ohhh~!” He crowed while smacking his large stallionhood between her firm buttcheeks. “So you haven't even allowed him a chance to claim every inch of you? Do you truly love him so little?”

“We've been working up to it,” explained Fleur rather defensively. She bitterly regretted her hesitation now.

“Perhaps you'll give me the honors of being the first stud to use this thick ass of yours! Or would you rather I make you fat with my foals here and now?” To prove it was no idle threat, he rubbed his cock down until he was roughly grinding his rod against her puffy wet pussy, the tip just about ready to push through. “Your choice, Fleur. Should I claim your ass...or your cunt?”

“A-ass,” she sputtered through trembling lips. Much as she hated to offer him her anal virginity, at least maybe her marehood would remain reserved for her husband. But to him the fact he even offered her a choice was his attempt at mercy.

“Very well, my sweet.” Squeezing out fresh tears, she tensed up when his tip pressed against her sphincter, spreading it open when he entered her. Fingers dug into her rump, her sphincter unbelievably warm and tight, barely able to take him. If she'd explored her back entrance with fingers or toys, it certainly hadn't been often. She sobbed openly.

Casually he spanked her, and toyed with her hanging milkjugs, looking over his shoulder at a pallid Fancy who stood by helpless while he claimed his wife. Her derriere jiggled each time he rocked into her, brutally impaling her until he managed to work himself balls deep. He took her mane between his gritted teeth, pulling on it while he mercilessly fucked her.

Her inner thighs were matted, her pussy winking and dripping with need, reflexively reacting with a primal need to be bred. By now Fancy's pants were sticky, not having much time lately to make love with his wife with all his work, and she likewise burned to her loins with need that Sombra now took it upon himself to fulfill. By now he'd beaten her ass raw, red marks all over it.

He released her mane with a laugh. “You both love this, don't you? Admit it.” Again-and-again he skewered her backside. Their shadows were cast over the walls outside, the onlookers able to watch him dominating his playtoy. She whinnied and cried out, whimpering when she lost it, her nethers quaking until her knees almost buckled while she squirted all over his crotch.

She and Fancy had been saving themselves for their next union, worked up to the point where it hadn't taken much to push them over the edge. And they couldn't resist their physical reactions, left unresolved until he'd so graciously stepped in.

She absolutely drenched him, and Fancy bit his lower lip, ejaculating into his pants. She was still constricting around Sombra's cock, milking it for all it was worth, when he sheathed himself all the way a final time, and sprayed into her hot canal.

A part of him wanted to fill her uterus with his virile seed, but perhaps he'd do so later. Much as he hated to admit it, she was the best soldier they had, and he'd need her support to infiltrate the enemy camp. He squeezed out the last drops, pulled from her now gaping asshole, and watched his spunk ooze out, landing a final humiliating slap on her well-used butt.

She sank to her knees and blubbered. “S-satisfied, you devil?” She clung to her lover, who ran to her and held her, rocking her softly in his arms. Burying her face in his chest, she'd never been so thoroughly disgraced in her life, reduced to nothing but another victim despite how hard she'd tried to reinvent herself as one of the resistance's most renowned soldiers.

“We've fulfilled our end of the bargain,” noted Fancy. “If you've no more business with us, leave us be.”

Recovering his personal property, Sombra didn't even bother to redress when he left, his stallionhood still wetted. He smirked at the rest of them, Trixie smoldering, Inky neutral, but forced to avert her eyes when he passed. Yet from the way she curled her wings about her he'd no doubt she desired him too, the gothic beauty no doubt drawn to his dark and threatening presence.

He'd tuck that information away for later. Perhaps Trixie's sniping was repressed sexual tension, too. All these poor mares with no worthy stallion to put them in their place. Something he'd have to rectify once he returned triumphant. Navigating the maze of passages, he headed to his own chosen abode, a bland hollow unfit for one of his noble stature.

Settling his backside onto the cool stone, his thoughts turned to these supposed inter-dimensional invaders. So little was know about the Eldritch. They were know to mutilate themselves, sometimes replacing their flesh with bits of bone and machinery, and the rare times anyone had heard them speak, their words were unintelligible and seemed to infect the brains of the listeners.

Supposedly over time their voices could drive one mad. He'd no desire to find out. He'd keep his end of the deal. Break into the chosen camp, which was helpfully marked on a map in the main room, free the captives, and return them. And after that? Perhaps he'd find a chance to seize power along the way, once both sides whittled one-another down.

Yet for now there was little choice but to play along against a common foe.

“S-Sombra?” He'd started to drift into a meditative state, a way to recharge his magic, but raised his head at the musical lilt. Inky Rose hovered before him, hands clasped before her, the cobweb-patterned transparent dress shifting when she moved over her otherwise nude figure. It was easy to make out the details from the lamp glowing near her. “May I speak with you?”

"Of course," he chuckled as he turned his body to face her; his eyes locked with hers briefly before lowing down to eat up her elegant figure clad in her see through dress. "I take it you enjoyed the show Fluer de Lis and I put on. Perhaps... You've enjoyed it so much so, you want to participate in the next act... Am I correct~?" Though it was obvious he was; given how her thighs clung together as if to mask her arousal from him.

Inky nodded, dark makeup around her eyes ending in black crocodile tears which streaked below. A necklace with an ankh rested between her well-sculpted breasts. “I overheard, and...you're right. It's natural for a mare to serve the strongest stallion, who might protect her, and make certain she develops the best potential offspring. There is no shame in that.”

She undid the top of her garments, and let them cascade away, leaving herself completely vulnerable before him. Her cheeks colored as she sucked in a sharp breath that expanded bared tits with rings piercing her perky nipples, her sex already shiny, moist pubes sticking to her partially yielding labia.

Her voice lowered to a hushed, almost desperate plea. “Fancy is an organizer, but he lacks what it takes to save us. And if it means becoming your concubine to save our kind, it is a price I shall gladly pay. I offer myself as tribute to you.”

Smiling at his latest perk, he beckoned the first member of his herd over, certain more driven to desperation would follow.

*****

Sulfurous clouds swirled a sickly yellow above the Badlands. The dragons had put up one of the fiercest fights against the Eldritch, and had they not been so driven by pride and accepted an alliance from the other races, they might have prevailed. Instead thousands were butchered on both sides, the aliens smashing whatever eggs they found.

Most believed the drakes were extinct, but a small number had banded together with other survivors, and returned to this hellish realm to recuperate. Molten pools ran through the fissures, spat by volcanoes that framed the horizon, spewing blackish-gray clouds. Heat made the air swirl, choking fumes leaving a heavy miasma of vapors that snaked about.

The bleached skeletons of the fallen were scattered about, buried under clouds of ash and dust, which whirled in the air.

With a weary sigh Spike sat on a throne carved from the skull of an ancient dragon. He'd grown into a muscular hulk, like his kind not bothering with armor since his scales protected him naturally, and likewise seeing little use for clothing, wearing a scant loin cloth and no more. He lounged back, surrounded by the tusks of a beast he'd slain, drinking wine from a goblet from a smaller skull. It burned him pleasantly down to his belly, worked tirelessly to perfection.

Secreted away in his volcano hideout, rather than rejoin the battle, he'd chosen the long game, hoping that if they stayed low long enough his nearly extinct species might be saved. Unfortunately, he was the sole surviving male, with Ember and Smolder the remaining females; and while a number of mares flocked to his side, they could only bear him Kirin. Not to mention this was a rather uncomfortable area for ponies, who were forced to rely on the spellcraft of unicorns just to breathe the air.

His closest allies approached with their latest report. “There's been some activity around the northern region,” said Twilight Sparkle, like all the mares here swathed in a scant tied top that wrapped around her breasts, and a similar lower half, the costumes resembling a tribal bikini. “I spouted Fleur de Lis, but dared not approach and risk giving away our position.”

“You made the right decision,” he replied with a toothy grin.

Twilight beamed at his praise, flexing her wings. “Should we hunt them down?”

“I'm not sure that's wise,” stated Ember who went bare save for a string of chains with gemstones that covered her ample breasts and her labia. She stood by Smolder who dressed the same, both of them insecure about their place by his side ever since he'd formed his own herd, and having taken potions from Twilight which gave them a few mammal qualities which they knew their leader appreciated. Their newly formed nipples peeked under the glittering stones, their bosoms now rather soft and pliable, and most curious of all they both had manes as well now. “Most ponies are weak. If we're discovered to save a few-”

“It could be a disaster,” finished Smolder. “Still...” She studied the Bloodstone Scepter placed near his throne, which he'd claimed as their new Dragon Lord, Ember convinced whichever dragon looked the strongest would be most likely to maintain order; she'd direct him from behind the scenes as his adviser. “We'll comply with whatever you wish!” She bowed.

Sunset Shimmer, who'd hung near the back until now, looked around her when his mates lowered themselves, and quickly fell into step. She lowered her eyes to the floor, bosom heaving under her scant top. “Should we service you now, Lord?”

Claws scratched across bone while he considered. In truth he could tell they were all exhausted after their latest trip, and much as he desired them, he wished to give them a proper rest. He only hoped they wouldn't take it as an insult.

“That's not necessary.” He waved them back to their feet. He'd never been the most well-spoken, nor did he have much time or patience for polite pleasantries; he left that to those who cared like Twilight and Rarity. Still, he knew dragons in particular respected ritual, and had to obey certain social mores. “Keep tracking them, from a distance. Let's see what they're up to.”

“More importantly, you must attend to the rest of the herd.” Twilight laid her cheek upon his well-chiseled chest and sighed, drawn close by a claw. “You know how lonely Rarity gets. And you have to check on the rest of the breeders. Fluttershy, Tree Hugger, Sweetie Belle, Autumn Blaze-” His mind wandered to orgies held between them all, the one ritual he loved; a mating union. She was still rattling off names, a plethora of loyal females ready to make certain some remnant of their lines thrived.

In truth he barely had time for them all. Guilt gnawed at him, unable to show each of them the adoration they deserved, but like him they understood their roles and rarely complained. It was a more barbaric era now. For some it might have been paradise. He was fortunate in his position, privileged even. But he never forgot all the responsibilities that burdened him.

Nor how much had been lost to reach this point. Turning his back so they couldn't see the single tear on his cheek, he nodded, promising to pay a visit to the Pleasure Gardens; a place cultivated and maintained by magic. He sometimes wondered if Tree Hugger's presence somehow helped it survive, the earth mare's natural green thumb making it lush and verdant like her.

Whatever the case was, they were able to somehow draw fresh water from the earth there, growing fruits and vegetables rich and fat with nutrients. Sustenance they'd need since those who weren't able to fight or scout were called upon for the good of society to carry his spawn. Already he'd put the next generation in a few of their wombs, and more would soon follow.

Nevertheless all it would take was a single mistake, and what they'd sacrificed so much for would come undone.

Chapter 2

A shudder overtook Sombra, who yanked on one of Inky Rose's braids, guiding her head down into his crotch. She opened her painted lips, closing them around the tip of his cock, her tongue circling it and licking up his precum. Gradually she started to bob her head down his veiny girth, taking him all the way to his hilt. Her palm cupped his swollen testicles, fondling them.

She fell into a steady rhythm, completely naked and resting on her knees and elbows, while he sat and let her tend to his needs. Their shadows danced by the light around them, fires flickering below the lamp under a cool breeze which whistled through the tunnels. Her breasts hung, her nipples a dark purple, matching her vaginal canal and her puckered exit hole.

"A-Ahhh... Mmm~ Who would have thought such a quiet and elegant creature like you wouldn't be so averse to pleasuring a stud," he hissed at her, girth throbbing against the depths of her throat. "If I had known, I would have taken you right then and there for the others to watch!"

She stared up at him, eyelids colored in makeup and half-lidded, her eyelashes thick. Practically worshiping his cock, she removed it with a pop for a moment, rubbing it upon her cheek and smearing her painted crocodile tears.

"It pleases me to know I can serve you, master. It fills me with such... mmph... joy~ I hope when this war has ended and you are victorious, you'll reward this lowly harlot with plenty of your children. Until then, please don't put a foal in me. I'm still needed on the field." She resumed sucking his dick.

A small chuckled left his throat. "But of course! Those who stand behind me and fight with me will be greatly rewarded for their loyalty. Though-- Mmmh~! You're making it very hard not to stuff you right now~!" He growled, a hint of sweetness masked behind his commanding voice.

Lewd slurps sounded with each movement. He rested a hand upon her head, guiding her more for the feeling of dominance it provided, since she clearly knew how to minister to his needs. She savored the steady release of his pre, its viscous texture and salty flavor, which danced on her taste buds. Her own flower dripped freshly each time her cunt winked, leaving a small pool.

She nibbled and pulled on his meat, tracing the veins. His flare expanded, and he grunted. Quickly she swallowed him whole, staring into his eyes when he released, a steady torrent painting the roof of her mouth, her tongue which was coated white, and her gullet which drank his emissions down.

Her cheeks ballooned out, unable to swallow it all at once, his splooge slathering her gums and sticking between her teeth. More burned her nostrils, cascading out in a slimy mess that made her tear up.

Releasing her, she withdrew with a loud pop, ribbons of his release and her saliva mixed together tethering her lips to his rod. She opened her maw wide, proudly showing off his lingering seed, swishing it about. She gargled it lewdly, then swallowed it down.

"Ahhh~ Good girl!" He sighed in contentment, petting her head in slow strokes. "Now if only the others could swallow their pride and stop resisting me. As much as I enjoy a good squabble, time is running out..."

"Of course my liege," she said, now seated before him in a lotus position. "If it interests you, I know a friend who would be more than willing to aid you."

Excellent! Bring her to me and anyone else you feel won't be troubled allying with Sombra. Trust me, it will only be a matter of time until they realize following Fancy Pants will just lead to a pitiful end. As the only other male to oppose me, he'll certainly have trouble trying to repopulate our dwindling species. And I'm more than certain his wife won't be happy sharing him~"

Inky giggled while twisting the ankh between her breasts in her fist. "They would be fools to try and resist your charms and brilliance, my King."

Her black nails were painted in cobweb designs, everything about her steeped in the macabre. Naturally, she was drawn to his type.

"The only fool here is you!" Came a bombastic voice; causing both to turn as Trixie appeared in the doorway; hands on either side of her wide hips and a flustered expression plain on her face. One might wonder how long she was watching Inky's devotion to the dark unicorn. "Traitor! You absolute floozy! Have you now shame in lowering yourself to being Sombra's cock warmer?!"

The pale pegasus scoffed at the unicorn. "You don't see me judging your poor choices in life, do you, Lulamoon. So maybe it's best you mind your own business." She studied with pursed lips as she draped her nude form over the legs of her master. With his pet now much closer, now Sombra was unable to resist yanking her by the head to roughly pull her to his muzzle, earning him a small coo from the satisfied goth. Her eyes fell back to Trixie, a sly smirk on her lips. "Or maybe you're being nosey because you're interested in joining us?"

"A-As if Trixie would ever demean herself to such a filthy act with such a vile monster!" She spat, arms now folded under her large chest. Though the blush on her face told them she wasn't completely opposed to the thought.

Enjoying another chance to wind her up, Sombra seized Inky by her wide hips, and she tittered gleefully when he lifted her up, settling her down onto his already once more partially erect fuckstick. She closed her eyes and whined, her foalmaker slowly parted, swollen lips kissing his member wetly when she sank onto his altar until she'd been fully impaled.

Meeting the witch's smoldering gaze, he lifted his first slave up-and-down, her supple form juttering each time he slammed her balls deep. His fingers curled around her nipple rings, pulling hard on them, distending the buds so far she winced and whinnied. Nibbling on her neck, he'd take turns pulling on her braids, her wide buttocks slapping on his crotch.

Despite her open snarl a wet patch appeared in the crotch of Trixie's leotard. She couldn't deny her biological needs either, probably hadn't been laid in quite some time, her rage towards him turning to sexual frustration. Similarly her nipples practically pierced her top, straining the fabric.

"U-Ugh! You're both sick. You both make Trixie want to vomit!" She announced before spinning on her heel and leaving them with a swish of her cape, before her body might act on its own accord.

"She may come to me eventually." He snickered. "No doubt she's running to her room right now to schlick herself silly, fantasizing what it'll be like being in your place." And with that, he continued to bounce her onto of his shaft in an even pace; driving his cock deep to properly reshape her cunt to fit him and only him.

"A-Agh! Yes! I'm all yours~!" She moaned for him; her insides wrapped around his cock with little desire to let him leave her warm cavern. "I-I'll do whatever you want, my king! I-I'll even become a proper pet~! Collar me! Leash me! F-Force me on all fours and take me like the dirty bitch that I am~!" Her foalhole was trickling over his spear, which rammed her all the way to her cervix entrance.

"Oh my! What a lewd and depraved request! You really are a naughty whorse... Mmm, I love it~!" He growled before savagely pulling her braids to force her head back so that he could capture her lips in a powerful kiss, while impaling her harder upon his fleshy sword.

Their lips and tongues danced, biting one-another hard enough to draw a bit of blood, her depravity almost a match for his own.

She wiggled atop him as he picked up speed, increasing the force of his thrusts and causing her bulbous breasts to bounce and smack against each other. Her wings spread to full plume, fluttering. “Cum in me please,” she whispered huskily, her face fully flushed. “I've taken contractive potions. My womb is y-yours to use safely. So d-don't pull out! Fill me! G-Give this sow your seed! I need it~!” she gasped; utterly at his mercy and surrendering her body fully to his domination.

Sucking and nibbling on her ear, his hot breath tickled its inside. With a finale plunge she squealed and constricted around him, gushing almost in tandem when his flared tip started to shoot its load into her uterus, her eggs swimming in a torrent of his virile release. Her ovaries pleasantly ached, whining as he tweaked her clit with one hand, the other fingering her butthole.

Going limp in his grasp, her mind almost shutting down from sheer ecstasy, her form quivered while she rode out a series of climaxes, leaving his lower half a soaked mess.

”M-master,” she managed, face streaked in runny makeup from tears of joy. She planted a playful peck on his lips. “You're wonderful.” She wrapped an arm around her behind his head, basking in their afterglow. He remained sheathed inside her, feeling a rare moment of contentment at his latest conquest.

*****

Deep below the Badlands, the Pleasure Gardens were overgrown with greenery, the plants taking on exotic pastels and neon. A rich aroma suffused the atmosphere, serving as a natural aphrodisiac to anyone who breathed it in. Slow-acting, it lured one into a trance-like state, but Spike always took precautions, making certain Sunset Shimmer used the strange power she'd carried over from that other world to read the emotions of his lovers, assuring that they were doing this of their own volition.

He felt sorrier for her than most. She didn't seem to particularly like her new role as one of the herd, yet felt it was her duty. Worse when Twilight had called for her help, she'd rushed through the portal, which had soon been demolished by the Eldritch. Somehow they neutralized any attempts to cross back over, forever cutting her off from the new life she'd made.

Sometimes he'd hear her weeping softly, but would quickly wipe away the evidence and offer her services when he tried to comfort her. Finally accepting it wasn't his business to pry, he secretly hoped she'd open up to him eventually. He'd simply dismiss her from his personal guard, but it would dishonor her before the others, and he imagined she stayed for Twilight's sake.

“Hey there stud,” said Tree Hugger lazily. Wearing nothing other than a bandana and a crooked grin, she strutted about, wide hips, buttocks, and breasts swaying. She pressed her naked body to him, her stomach slightly swelled from the Kirin he'd deposited in her womb. “Like, I've been busy freshening up the pad, watering the bushes and all that, you know?”

His claw toyed with her dreadlocks when he kissed her muzzle tip. “You've done well, like always!”

Warm arms wrapped around his midsection from behind, the rather voluptuous Fluttershy pressing her also nude physique to his strong back. She was probably the shapeliest, most fertile mare left alive, and from the bulge in her stomach he'd likely put more than a couple Kirin in her! “Um, how have you been? Have you come to sample our peaches?” She fluttered cheerily.

“Maybe.” He laughed, her innuendo still clumsy but effective nonetheless. Wandering further in, the sound of water trickling made him twitch fin-like ears. The mares hugged on him while they traveled, the hippie plucking a bloated tomato from the vine and noisily munching on it. He squeezed their plush, swaying bottoms, his spaded tail swishing about.

A small burp escaped Hugs. “Eating for two,” she said apologetically wiping her lips.

“Nah, don't worry about it. We can all be ourselves here,” he reminded tired of all the decorum. “Let it all hang out, okay?”

“Speaking of which...” Fluttershy unstrung his loin cloth, a well-hung pair of twin dragonhoods drooping free. The pink members were covered in fleshy barbs to stimulate females and allow their cervices to open further, accepting his sperm. He'd heard about crueler dragons developing weaponized cocks, but his was built solely to pleasure his herd of females.

Further in a number of his mates were swimming in a carefree manner, the pristine waters sparkling and running from a waterfall that constantly recycled itself from a fissure in the stonework. Rarity was bathing Sweetie Belle, who'd blossomed into a beautiful woman, equally well-sculpted. They'd been two of the first to join his herd, both enjoying the comforts it provided. Soap suds trailed down their supple, alabaster shapes, the sisters taking comfort in one-another.

Autumn Blaze, the sole Kirin confirmed still alive, splashed with titters, her curls soggy and sticking to her back. Despite the potential extinction of her species she always tried to maintain her cheer, for the sake of others and her own.

There were a number of other mares further in, most of them formerly civilians, until they'd been forcibly dragged into this war by the Eldritch. But since many of them weren't destined by their cutie marks which adorned their flanks to become warriors, there was little choice but to join the breeders. He was particularly delicate with them, knowing many felt they had no other options. They were honored by being the broodmares of the Dragon Lord, allowed to otherwise laze away in this Eden.

“Welcome home, darling! Come, let us rub the kinks from those tired muscles!” Liquids sloshed when she and Sweetie swam up, and he knelt, allowing them to embrace and nuzzle him. “Tell me, is it time to partake in the ritual orgy?”

“Ah, yes. About.” He chuckled nervously, hopeful he could keep up with all them. Sadly he could only take two of them at a time, and always felt the disappointment of the others, no matter who he chose. He'd use his tongue, claws, tail, and even the smaller claw-like bits on his wings to try and satisfy them, but it hardly compared to taking his dual cocks!

Abandoning the pool, they collected around him, more arriving when Ember sounded a horn that echoed throughout. Plants started to emit a pink haze, building the natural lusts of all who inhaled it, his dicks soon fully erect and dripping. Not a pussy was left dry, winking when their musk filled his flared nostrils. Sunset made her rounds, touching each mare, eyes flashing white as she used her now empathic touch to be assured all of them wished this from the bottom of their hearts.

Those who didn't want to participate were politely dismissed for the night, but that was a rather rare occurrence, usually impregnated or sick mares. Ember and Smolder never missed these opportunities, trying to prove drakes made better mates than mares ever could. “We can take much rougher sex for one thing,” reminded Smolder with a coy smirk. “Wanna cut loose?”

“No, us!” Sweetie tried to hip-check her, bouncing aside ineffectively. She pouted. Her voice cracked, “It's not fair~!”

“Now, now, Sweetie dear,” called Rarity who pursed her lips, trying to hide her own imminent disappointment.

“You know we could always use another,” offered Hugs with a crooked smile. His claws encircled one of her pendulous tits, and the almost impossibly large Shy's, whose extremely wide pepperoni nipples were inverted, peeking out as he caressed one with a digit. The two knocked up mares leaked a trickle of milk when he mashed their jugs, which his elongated tongue lapped up.

Those who bothered to wear anything, like Twilight and Sunset, were stripping down, bearing themselves to him, knowing that whoever he chose would temporarily be elevated above the rest. He didn't allow open hostility between his herd, reminding them they were supposed to support each other and thus their society, but he knew some of them would inevitably harbor resentment.

Yet a Dragon Lord needed to be decisive! “Sunset, Twilight.” He beckoned them over. The alicorn beamed, wanting to be praised and to please, their relationship having shifted since Celestia and Luna were lost. Sunset forced a sad smile, walking hand-in-hand with her peer; he had to make love with her so often, or else public outcry would force him to reject her from the herd, and at least with this pairing she'd be mated with the one closest to her. “The rest of you, feel free to indulge yourselves!”

“Should we do it how you usually like?” Sunset lowered herself to all fours, like some wild animal ready to be rutted, her sexholes presented to him. Twilight quickly fell into step, swinging a leg over her friend and straddling her.

Guilt ate at him when he studied the prizes on display, almost overwhelmed by sheer lust. They were both soaking and winking, inhaling more of the pink fog, but while Twi was shaking her rump eagerly, the corner of Sunset's eyes beaded with tears.

“I'd kinda like to see your faces today.” Tenderly he readjusted them, softly crushing Sunset to his chest, and stroking her fiery locks. “Tell me what I can do to make it better,” he whispered kissing her tears away.

“It's...it's nothing to do with you,” she murmured. “All I can think about is what I've lost.”

Twilight kissed her neck. “We're here for you. I used to struggle, too. I still do, sometimes. We've all lost so much. But-”

“Yes, I know. I should focus on what we still have,” finished Sunset who placed a palm on his muscles. “Well, we can't just lay around talking or others will get suspicious. They expect us to lead the show, so we better give them what they want.” Using a couple of fingers, she parted her vulva, and Twi did the same, directing his cocks inside them. They hissed, taking his lengths.

He started slow, but he also knew the onlookers would expect him to take them roughly like a true Dragon Lord eventually; Ember and Smolder often stressed this, knowing their dragoness bodies could more easily take whatever punishment he dished out, trying to assure their place as he wore out the mares and often left them pleasantly sore for days at a time.

Of course there were also risks when he surrendered to that more bestial state. He bulked up even more, eyes turning to slits, primordial growls escaping which started from his belly and shook the area. His jaws slavered over them, razor-teeth bared, nostrils fuming with dark clouds, revealing the ancient and proud creature he'd inevitably develop into over the centuries.

It was a reminder that while ponies had tried to tame him, he was still a predator at heart, and they were prey. Lesser creatures would have ran screaming in terror when his claws kneaded them. But they all trusted him, even when his mind went numb.

Violently he started to impale them. They quivered and rocked about, pulled onto his spears again-and-again, while those not picked chose their own partner or partners, the Pleasure Gardens living up to their name as the ritual orgies ensued.

Hugs and Shy scissored each other, pressing a tit to their lover's mouth, suckling their lover hungrily, until milk stained their lips and ran down their chins. Ember groped Smolder from behind, sinking digits into her blazing hot twat. Autumn Blaze sloppily ate out Rarity, the Kirin's mouth slathered in pussy juices, while she in turn was eaten by Sweetie Belle.

Other mares did much the same, writhing in the foliage. Not only were they loosed to enjoy themselves, but they served as performers, entertaining their Dragon Lord to help him better breed his chosen prey of the night. Veins were visible across his tautly-stretched musculature, the face of his mates twisted in rapture, burning bright and slathering his groin in their releases.

“Give it to me, S-Spike~!” Twi lost all sense of shame in these moments of bliss, completely submissive to him.

“We're yours to use as you please,” said Sunset. She and the alicorn were the only ones here who could craft contraceptive potions, and with their talents on the fields, they couldn't afford to be impregnated yet.

Grunts whistled between his teeth when he slammed so hard, he broke the barriers to their cervices, making them cry out, thankful they'd prepared a spell to temporarily make their insides even more stretchy and slippery to take him. They were wrapping around him, nails clawing into his scales, biting him between whinnies and whimpers.

All his sensitivity and caution were stripped away, leaving him a rutting animal. His testicles burned, his wings unfurled, and he painted the the slimy walls of their contracting cores, stretching their stomachs wide like they'd been knocked up when he unleashed steady torrents. Their bosoms heaved, rendered a pair of limp, ragged messes still skewered on his dicks.

Ember sounded the horn anew to announce the ritual's end. Sanity returned to Spike, who caressed the sweaty tresses of his panting mares. “You both did well, like always. I'm proud.” He kissed their temples.

Around him the mares were returning to the pool, cleaning themselves, or laying about in one-another's arms, wallowing in their afterglow.

The time for recreation was over for him. He had another mission to plan.

*****

The wind howled. Much of Equestria was now a harsh, endless desert. The sun and moon were both suspended overhead. Sombra was allowed to handpick his team, naturally choosing Fleur due to her warrior'l status, Trixie for her support magic in case they needed to make a quick escape, and the swift flier Inky to scout ahead, rounding out his team with the best reserves available; Diamond Tiara, Somnambula, Octavia, Vinyl Scratch, and Limestone, last survivor of the Pie sisters.

Not all of them were natural fighters, but had taken up arms anyhow, volunteering to aid a dying world. A small party would allow them to move about quickly and stealthily. Fancy warned them if they failed it could mean their clan was doomed, but Sombra refused to even entertain such an idea. He'd sooner perish than ever be shown up again!

Garbed in heavy cloaks, they made their way through a dust storm, drinking from the canteens hung at their hips when necessary.

“If the Eldritch catch us flatfooted out here we'll be skinned alive,” said Limestone in a scratchy voice. She was dressed in form-fitted, military-styled attire, her tall and sturdy shape lined in small, well-developed muscles.

“That will not happen,” assured Somnambula who almost purred the words. In contrast she dressed like an exotic priestess, heavy breasts wrapped by a see-through top, her wrap-around skirt also transparent. Her eyelids were colored, and like Inky she wore an ankh on her bosom. “The spirits watch over us. I can feel their presence, even now.”

“Bullshit,” muttered Diamond Tiara also inaudibly. In truth she'd mostly come to make herself look more useful; she didn't want the life of being a breeder, despite how easy it would be. Spoiled as she was, she still had her pride.

While the priestess chose such an outfit because she believed it honored the spirits, in contrast she dressed in an unsuitable manner simply because she liked it. She wore a midriff-bearing blouse, a pleated skirt, and the best choice she'd made for rough travel, a pair of boots.

“Your ignorance does you no favors,” snapped Somnambula.

“Look around you! If there were any spirits, they're already dead! Well, you know what I mean!” She stomped the dirt, kicking dust about. “I'm not sure how magic still functions at all, what with the Elements of Harmony destroyed and-”

“No reason to get riled up,” said Limestone who swatted her rump hard. “Shut up and put those soft flanks to work!”

“Ouch!” Diamond rubbed her buttcheeks, wishing she'd worn more over them, as the thin skirt provided scant protection. Not to mention she was wearing a lacy black thong below! She grumbled but didn't dare antagonize the hard-working miner.

“Quiet, all of you.” It was the first time Fleur had spoken during the entire trip. Whenever she caught Sombra's eye, she'd stare at him blankly, trying to remain neutral while she carried out her task. But sometimes he'd catch her fondling her spear, like she debated plunging it into his back when it was turned. Of course, killing their mightiest ally would be suicidal.

Vinyl Scratch stopped her humming. Dressed casually in a shirt and pants, her eyes were hidden like usual under her futuristic shades, the one bit of style she refused to abandon under any circumstance. Rendered mute ever since she'd witnessed a massacre by the Eldritch, she'd learned to communicate by little sounds her lips made, and the way she danced, to a constant beat in her head.

Lastly came Octavia, who like Fancy chose to dress sharply even now, her tall and slender form trapped below a slick black suit with a bow tie around her neck. If she was burning up, she didn't dare show it, sticking close to her life partner the DJ. “Wait a moment,” she breathed breaking the silence. “Is that...?” She nodded at the lone figure that approached.

Inky touched down, wings pressed to her back when she gracefully skidded to a halt. “We'd better hurry. Looks like the Eldritch have already reduced a lot of their prisoners to spare parts.” She shook her head solemnly.

“Bastards!” Octavia made a fist. “I swear, someday those butchers-”

Sombra dismissively waved her to be silent. Normally she wouldn't stand for such treatment, but knowing time was of the essence, she hushed herself. “We'll split into two teams. One will stage a diversion, should it prove necessary, while the other liberates those captured. Naturally, I'll lead the second group. Fleur, Limestone, Inky, you're with me. Octavia shall lead the rest of the rabble.”

"What!?" Trixie snapped. "What about me? My skills-"

"-are best suited for cover," he interrupted, glaring at her. "Use smoke bombs, illusions, rockets, whatever you've got hidden up your sleeves should you see any sign of trouble. All of it will do nicely to cause some chaos." He smiled wickedly as he looked onward. "Those abominations won't know what hit them."

Honestly, he just needed his two best soldiers to support him. Despite her skills as a flier and scout, he mostly included Inky just to play with her; not that she minded given her small whimpers and groans while he molested her entirety below her cloak.

The others looked on with disgust or pretended not to notice, but none dared contradict him. Fancy had ordered them to obey unless he betrayed them, took advantage, or otherwise seemed willing to needlessly sacrifice them, but Inky did this of her own volition and so they weren't inclined to step in. She smiled at the onlookers, her thick lashes batted as she smirked.

A short trek later and the camp loomed into view. From the distance it didn't seem particularly special, but when they neared it, the stripped and crucified bodies of ponies materialized from the sand clouds, some already skinned alive and left to bleach under the baking sun.

Diamond Tiara covered her mouth, vomiting at the sight. It was uncertain whether they were left as a warning, to intimidate their enemies, or simply a twisted form of decoration, but it chilled them to the marrow.

No sentries were visible at the moment. Structures were carved from the skeletons of great beasts which once stalked the land, shaped into morbid dome-like enclosures. Other than the shrill, low banshee-like scream of the wind, all was quiet.

The teams divided. Inky darted ahead, looked around, and then waved Sombra, Fleur, and Limestone to follow. They took shelter around the grotesque buildings, which seemed to pulse and breathe, apparently powered by blood which was spilled and smeared into them. He pondered if they were scientists of a sort, and Equestria was simply their latest experiment.

Cracks lined the scarred soil wherever they traveled. After several minutes they came upon what Inky had spotted, an underground pit, almost like a black abyss save for the sun's rays which peeked inside through the rows of bones used to seal the sole escape route.

“Sturdy,” noted Limestone in a raspy whisper when she squeezed one. “But not unbreakable if you know the secret.” She felt along until she found a weak point, strained her arm muscles with a grunt, and snapped it apart.

“Well done,” noted Fleur. “Shall we proceed?”

Sombra nodded with bemusement, thankful Fancy's cow hadn't been completely cowed. He respected her as a fellow warrior, at least. And should her husband meet a tragic end, he wouldn't mind adding her to his harem. Certainly she'd never go quietly, let-alone willingly, but he relished the challenge, an opportunity to tame that stuck up vixen with his instrument!

Collectively the party descended into the pit. Half-eaten carcasses were scattered in the gloom, crawling with worms and vermin, some bloated and surrounded by buzzing flies and gnats. For whatever reason some of the captives were left here to simply rot it appeared. Their soft steps crunched in the dirt. He took the lead, moving inwards, his heart racing.

But he would never dare show weakness in the heat of battle. It's how he'd ruled the Crystal Empire with an iron fist. His silver armor gleamed from the stray sunlight even in this bleakness, his crown partially hidden below a hood. His hand went to his sheathed sword, fingering the hilt, seeing a number of strung up captives ahead. With a closer look, he instantly recognized one of them...and a smug smirk split his face.

“Well, well! Isn't this ironic!” He laughed. Never before did he imagine to see Shining Armor, arms raised by chains while he hung loosely, stripped nude and his muscles covered in lashes. Weakly, he stirred at their approach. “And to think! I thought you had lost yourselves when the Eldritch invaded,” the former tyrant mused. “A shame that it appears only you are here. Cadance would have made a strong addition to our forces...not to mention a suitable prize~. Hell, I would have taken the your dear little Flurry Heart, if she ever came to age! And yet, I'm-- Huh?”

His gloating was paused upon seeing another prisoner; this one a well-shaped unicorn with platinum hair tinged by a shade of violet to match her eyes and skin. “Trixie?! What are you doing here!? I thought I told you to... wait...” He cupped a palm around her face and squeezed it, getting a better look of her.

Despite her tear-stricken face, she stared back defiantly with a fiery glare; though she was just barely able to suck in a full breath. While the resemblance was uncanny, this was not the infamous magician.

"Hmm... A relative of sorts perhaps? I didn't think Trixie would have any..." He muttered to himself with narrowed eyes before addressing her directly. "Why don't you tell me who you are, my dear?"

“St-stay away from her,” warned Shining.

"Be silent, worm!" Sombra growled at him. "You are in no position to tell me what to do." With that out of the way, he resumed inspecting this suspicious captive. He arched an eyebrow upon reaching to feel up her breasts, making her bite her lip to avoid saying anything. Whatever the relation, she was blessed with a bountiful pair of cow udders, much like the blue unicorn.

“The rest of you, check for any survivors!” Inky obeyed and, after a moment's hesitation, Fleur and Limestone reluctantly followed. This left the dark unicorn with his former arch enemy and this strange new asset.

After he was done 'inspecting' her, he turned his attention back to the glaring Shining Armor. He returned his frown as he let out a sigh.

"Well now. This is a rather interesting turn of events. Seems that both your fates rest in my hands." He mused, his signature smug grin returning. "Mmm, now the question is; do I let you rot here and leave you to whatever plans the Eldritch might have for you. Or do I show mercy and rescue you; securing you to my ranks. Though I'm certain you of all ponies wouldn't be willing to follow my command. You'd probably fight me for leadership, gather our allies and force me out to fend for myself. But given the current shape you're in, I highly doubt you have much chance in beating me."

As he pondered back and forth between the two of the, Shining did his best not to lash out with the boiling hatred he had for the dark unicorn. For as much as he disliked Sombra, he was the only one with power to save him and his companion.

"Tell you what, Shining Armor. If you swear to me; swear to serve me and fight by my side and proclaim me your king, I'll let you and your friend here join us. Together, you and I have a much stronger chance in saving our kind. Think about it, you'll have plenty of mares looking to you for support and love through these harsh times. And who knows! We may even find your sister-"

"T-Twily..." He whimpered.

"Yes.... So let us put our history behind us and start anew. All you need to do is submit to me and follow my lead. And when this is all over, you and I can go our separate ways, and never see each other again. Unless you're comfortable being locked up like this for who knows whatever experiment they'll test on you. Your choice, Shining. What shall it be?"

Chapter 3

“I refuse,” stated Shining Armor flatly. “I'd rather die than dishonor myself by working with a villain like you!” He attempted to work a simple spell, the magic flaring around his horn sparking impotently, making the former Paladin wince.

Sombra gave a pity sigh as he watched the unicorn struggle to defy him. “Normally I would find this funny; seeing as that exact mindset is probably how you wound up their prisoner. You always did see the world in black-and-white. But this is just pathetic...” He doubted his stubborn nemesis would ever change his mind without the proper incentive.

So instead, he would seek some cooperation from this strange Trixie lookalike chained near him. “And what say you? Can I at least have the decency of knowing your name?” he asked once more.

Gazing back at her would-be rescuer, the unicorn sucked on her lower lip. “Very well, Sombra.” She spoke his name with venom. “I'm known as Beatrix Belladonna, and unlike you, I actually have an idea of what's going on. But I don't plan to share that freely, either. You may not realize it, but you need me to escape. You see, the Eldritch have worked a spell around their camp. Once you go in, there's no way to escape, not unless you can break through the barrier they've placed!”

He narrowed his eyes at her; not too thrilled over the leverage she claimed to have over him about the Eldritch. Though if it were true, it means their next escape plan would prove pointless. And just as he was starting to gather more followers... "Hmph! You certainly are providing to be a more valuable asset than sir cucklord over here..." His head nudged towards Shining who was still trying to conjure some spell that might manage to hit Sombra is his smug face.

Sombra let out wicked laugh as his hand left her tender tit to trail down her smooth stomach, brushing towards her bare mound. He noted unlike Shining her body wasn't scuffed up much. “You say that as if you expect me to believe you~! How do I know the Eldritch didn't plant you here as bait to lure in more test subjects? Or that you're lying just to save that thick hide of yours? Bold claims for a small mare in the presence of someone with a thousand years of experience in making such claims... and backing them up! You truly must be someone on Lulamoon's side of the family for sounding so pompous!"

“And only you would be so paranoid. It figures, though, when you were foolish enough to start meddling in the black arts, and corrupted the very Empire you tried to save!” Throwing back her head, she cackled in his face.

Far from amused by this witch's antics, his eyes now glared over her nude form as his hand lowered between her thighs, to shove two fingers into her cunt and grip it tightly. A sharp pain made her wince. “You seem to know quite a lot about me. Almost too much for my taste...” He was known for his infamous reputation as a tyrant and mad sorcerer; it would be hard not to know who the name 'Sombra' was. But not even those close to him should know of his origins.

And those who did all had the pleasure in facing him in battle...which led to most of them meeting their demise. What else was this minx hiding and how far back does she know of him? He was very close to violating her very mind with his magic. “It would be best not to try my patience, girl. Not unless you wish for me to leave you here and rot. I suggest you tell me what it is you know and quickly!" He demanded with a sneer. “Somehow, I doubt-”

“Of course I can do it! Admittedly, I'll need my Prima Materia to do so.” She turned her head aside, bangs obscuring half her shadowed face. “Should be in the largest dome, where they confiscate all the stuff they find. Looks like a piece of jewelry shaped like an eye. Bring it to me, and I'll help bust us all out.” He tightened his grip on her marehood. “Okay, okay!”

He loosened his hold on her smooth crotch but didn't release it. “Look, how about a trade?” She batted her lashes. “It's obvious what you want. And the Sombra I know does have his own twisted sense of honor. He wouldn't break a bargain unless he had no other options. How about...me, for the Prima Materia? Then we'll help each other escape this hellish place!”

“The Sombra you know?” He repeated, trying to understand the statement while his fingers rubbed the outline of her pussy's lips, making them drip instantly. "So now you're telling me you're some kind of time-traveler? You expect me to believe a unicorn, dressed like a slutty magician knows how to travel to alternate timelines? Hahaha-- No. That's not good enough. I am far from believing you.... Unless, of course, you become my concubine permanently and stay loyal to me.” His touch softened, tracing the warm interior of her inner walls. “Then I might consider taking your words at face value."

“You...you can't,” said Shining whose shoulders hung defeated.

“I won't be your slave. But I will sleep with you on occasion, if that's what it takes. And I'll tell you what I know later, to sweeten the deal. I think that's more than fair,” she teased with false bravado. “So, how about it?”

The dark unicorn grunted as he felt her legs wrap themselves around to keep him close. The look of desperation on her face was far to delicious to simply refuse. With a groan, he undid the codpiece from his armor, causing it to fall to the ground with a clatter and free his erecting schlong. It was also hard to try and resist how beautiful she was; her voluptuous figure and dripping cunt called for someone to come and take her. Plus, seeing as she was somehow important to him, it would drive Shining mad to see him plow into her while he watched helplessly, which was always a delight.

“Very well... I'll play along~” He relented before he pressed his flared tip into her. She moaned low; her canal carved open and drooling over his penis and testicles. All Shining could do was turn his head and close his eyes form the depraved actions; though he couldn't fully shut them out as his ears twitched at her sharp cries each time he pressed into her.

"First.. Gahh, fuck~! Something simple to ask," he began while bouncing her bottom into his hips to try and bottom out inside the mysterious unicorn. “What is your relation to Trixie Lulamoon, if there is one? Because you share an uncanny resemblance to her! Are you a twin sister of some sorts?” It seemed ridiculous, but he'd seen similar phenomena before; though usually with ponies of little importance who hung in the background.

“I'm...umph...her daughter,” she managed while he started to suck and pull upon her tits. “At least, from the dimension I...I come from~!” She tightened around him, her winking nethers sucking his cock.

With a wet pop, he released her breast to gaze up and get a better look at her, his hand moving up to cup her chin. His smoldering red orbs searched her shimmering blue eyes for the truth. “Ahhh, I see... You look to be around the same age as her. An alternative dimension, huh? That does sound more plausible than time travel... Mmmh! So does that mean the Eldritch also came from your dimension?” He asked her; far more intrigued now as his free hand went to grip tightly on her ass cheek.

“N-not exactly. We both kinda travel across planes.” Her legs intertwined behind him, drawing him deep as she could inside her, until he was battering her cervix opening. “This is all your fault, you know!” He scrunched his brow, uncomprehending. “Where I came from, you tried to destroy the Necronomicon, and look at what you ended up releasing!”

Shining's ears twitched, trying to close out her satisfied cries, which echoed around them. “St-stop it,” he pleaded with a desperate whimper, which only served to make Sombra nail her even harder.

"Gragh! Hard for me to apologize for an act I couldn't have done here. The Eldritch showed up out of nowhere. That was not my doing! Gahh~!" He insisted before finally stopping, trying to catch his breath while he kept himself sheathed in her slit. His attention turned back to Shining Armor; silently enjoying his whimpers and squirms. “And what about him? Who is he to you?”

“Do you really want to know?” Shining shook his head, but Beatrix continued anyhow, her cheeks stained while she puffed out the truth. “I'm his daughter. Well, the Shining Armor from my world. It's complicated.”

Sombra's eyes lit up upon hearing their relation. His daughter. He was balls deep inside the daughter of his nemesis while he whined at the sight! No single thing on this decaying planet could take way the amount of ego he had increased upon this realization. Looking back at him, a wide smile spread his face and he began to pump back into Beatrix with vigorous thrusts; as if a second wind overcame him. He delivered one more deep slam to leave himself buried deep as he stopped, sighing in satisfaction while caressing her cheek, emptying himself into her uterus with repetitious sprays that filled her. “Ohhh~ Forgive me for that sudden rush. You have no idea how exhilarating it is to lay claim to your daughter like this~!”

“Yeah, his sloppy seconds.” Belladonna flushed harder as the words slipped out. “I mean, things are different from where I came from. It's not my fault,” she explained defensively. “I was shaped by the Necronomicon while I was still in Trixie's womb, influenced by her subconscious desires. To me, it seems natural to be with him, since I was created to be his perfect mate.”

"Heh. And they call me twisted~" He snickered, giving her a possessive swat on the ass to rub it in.

She scrunched up her muzzle. “At least I'm not a rapist! By Tartarus, I've never even killed anyone who didn't deserve it!”

“Mmm, and yet I can detect a certain feeling of responsibility. Makes me wonder if you're more instrumental to this drama than you care to admit? Most likely having something to do with your 'connection' to the Necronomicon, if I had to guess. Are you sure you weren't influence in someway~?” He asked her with a sly smile to his lips. Though deep down, he was very curious about the Necronomicon. In all his researches into discovering more about the fabled tome, nothing in any chapter of the dark arts gave solidified evidence of its existence; leaving him to assume it was a mere legend. Until today however.

Footfalls were barely audible when Inky returned. “Unfortunately, none of the others made it.” Shining's bowed head leaked fresh tears, his comrades butchered in ways that would haunt him forever. “Can you free them?”

"Of course. As you can clearly see, Beatrix is very useful to my-- ahem... our cause~" He purred before giving Shining Armor a disgusted look. "Not so sure about him, so I think it's best we leave him."

“Father comes or you'll get no help from me,” snapped Beatrix.

"Ugghh... Fine! Have it your way." He grumbled, rolling his eyes as he popped himself free, her vagina discharging waterfalls worth of their combined juices.

“I see you've sampled the goods,” said Limestone with a shake of her head. “Save it for later next time!”

“Yes, best to be away soon as we can.” Fleur shivered, feeling like they were being observed.

“We can't leave without the Prima Materia,” reminded Belladonna while Limestone strained to break the binds around the wrists of the witch and her father. “Without it, I'm...I'm pretty much useless,” she confessed. She tried working a simple spell, but her horn fizzled out, small sparks spat from it. Letting her dad lean on her, she started to lead him away.

“So far so good,” said Limestone who toyed with a flare. “Haven't had to give the signal for a distraction yet.”

“Let's not push our luck by tempting fate.” Fleur moved to aid their rescued prisoners. “Fancy hoped we'd be able to save far more, but at least Shining Armor is a potent symbol who will boost morale, and we could always use another mage.”

“Consider me part of the team!” Beatrix whistled to herself, trying to shrug off the horrors they'd seen. But her eyes were dark and haunted, and she moved with a limp, Sombra not certain how much of that was down to the dicking he'd given her.

Clambering back to the surface once Inky made certain they were clear, their new ally pointed her index finger at the largest bone dome far ahead of them. She and Shining were provided cloaks from Fleur and Limestone respectively to obscure their nakedness. “Wait,” warned Belladonna. “I can hear the Eldritch conversing between themselves.”

“You can understand them?” Fleur shot her a suspicious sideways glance.

“Sort of. I can make out a few words, probably due to my ties with the Necronomicon.” She looked uncertain, as if she'd said too much. “Anyhow, probably best I go in alone. Inky's faster, but I'll be able to sense them before they're upon me.”

“And potentially back-stab us,” noted Fleur. “You're an unknown factor.”

“I trust her,” said Shining Armor.

“But of course! Why wouldn't her father believe in his own child? Hardly an unbiased source.” Sombra scoffed before his eyes widened at a realization. “Wait... So Trixie is her mother, correct? That's makes me wonder what Twilight Sparkle would think? Oh... And Cadance? Does she even know~?" He mused, very delighted at the thought that this noble symbol of heroism was also a filthy adulterer, at least in some other reality; but he figured all alternate versions of any creature shared a similar potential.

Fleur studied her, incredulous. “Trixie has a daughter...?”

“Anyhow, it's irrelevant. We're wasting time,” said Limestone. “I say let her try. But if you even think about betraying us, I'll break your back!” She scooped up a stone, squeezed, and reduced it to rubble that slipped through her fingers.

“Understandable! Tee-hee, Pinkie always said you were tough.” Before the bewildered Pie sister could respond, Beatrix spun on her heel and headed off. “Scary, though.” She struggled to maintain her cheery facade once she was out of their sight.

Watching the witch sashay away, Sombra continually kneaded Inky through her scant garments, twisting her nipples and tracing her slit. He pressed against her, his stallionhood pressing upon her derriere. But his thoughts were dark and distant, the revelations Beatrix shared playing in his mind. There was no way to confirm them, yet he needed to know more.

*****

With dainty steps Beatrix slipped through the ribcage enclosure, winding through the stretched and filmy flesh which layered between it like tent flaps. Gloom smothered the interior, lit by crimson lights which radiated from the low humming machinery which drank the blood fed into it. The Eldritch partially relied on some sort of biotech, the thousands-upon-thousands they sacrificed used to fuel their nightmarish creations, which they used to travel between dimensional planes.

Sticking to the shadows, she could hear their alien, unintelligible voices, whispering amongst themselves. They moved along in near silence, ghost-like, obscured by the same darkness she clung to. Her heart skipped a beat. She stayed low, slowly traveled from one machine to the next, towards the table where confiscated items were left to be studied at their leisure.

The almond-shaped, eye-like Prima Materia glittered in the darkness. She licked her lips in anticipation. Sneaking her way over, she scurried on all fours, reached a hand up, and swiped her prize, clasping it greedily to her bosom. Quiet tears rolled down as she clung to it for comfort. With it she could hopefully draw upon her magic again, most importantly the ability to slice a hole between realms, which would allow her to finally escape this doomed Equestria once-and-for-all!

Making her way back outside, and looking around to make certain she was alone, she discarded the cloak, made a fist around the Prima Materia, and summoned her costume, which materialized in a swirl of glows upon her. It was similar to Trixie's, but with a dark purple scheme, and the stars were replaced by more closed almond-shaped eyes and lips. They were currently dormant, living entities that were a constant reminder that despite her cute appearance, she was a monster deep down.

“Yes. A monster wouldn't think twice, would they?” It would be so easy to simply leave it all behind. She didn't owe them anything. They weren't even the 'real' people she knew from her perspective! Just some alternate versions!

But without her Shining Armor and Trixie would almost certainly perish. She pointed her index finger, and started to cut into reality itself, shredding a bluish-white void into some other place. All she'd seen since arriving here were horrors. Death, torture, a looming Apocalypse which almost made her timeline seem tame; why not leave it all behind?

“I-I can't,” she whispered closing her eyes and choking back a soft sob. “I owe them a small debt, at least.” Perhaps it was the influence of Flurry Heart, her half-sister back in her Equestria, who'd made her so soft. She retracted the circle.

“Good. I won't have to snap your neck after all!” She nearly jumped at the raspy voice of Limestone behind her.

“Can you blame me? This isn't my world,” noted Beatrix sheepishly. She'd stick with them until she'd returned the favor. And besides, without here they'd never leave the Eldritch camp; she'd be abandoning them to a fate as spare parts at best.

“Hardly honorable,” said Fleur who pressed the tip of her collapsible halberd to Beatrix's breast, the top shaped like the same symbol she was named for; she maintained her sense of style down to her armaments and costume.

Belladonna swallowed a scoff. She'd learned a different lesson from her mother; that the world was a cruel place and sometimes one had to react in kind. “Fair play isn't really my style,” she admitted studying her nails. “But I do want to spend some more time with my father. And I'd like to see my mother. Plus...” She studied Sombra curiously. In a strange way he might understand her. They were both tied to the Necronomicon, as all the dart arts supposedly originated from the grimoire.

“We can't stand around talking,” reminded Limestone.

The dark unicorn nodded. “We'll have plenty of time to discuss. But not now. Inky, scout ahead; find the others and lead us out.” It was almost anti-climatic, yet there was no use in picking a pointless fight with the Eldritch.

“As you wish, master.” She curtsied her black gown below the cloak, readied her wings, and hurtled off to do his bidding.

“Daddy, are you okay?” Beatrix ran to her father's side, helping support the hobbling Paladin.

“I-I'll be fine. Just a little weak.” Graciously he accepted Fleur's canteen, sloppily chugging down the refreshingly cool water.

Sombra let out a low sigh while shaking his head. “A little is an understatement. Look at you! You can barely stand on your own without assistance! And to think, I once respected you as a worthy foe to my conquest, all those years ago...” It was rather odd to feel pity for him; especially as he was enjoying banging his beautiful daughter in front of him moments ago. There was just... something sad about his situation. Something he didn't like. "At this rate, I'm not sure you'll even survive the journey home!"

“You'll be fine,” promised Belladonna ignoring the sorcerer King. “Just give yourself time to recover.” She forced a smile, wondering if he'd ever truly be his old self again. The abuse inflicted by the Eldritch had left them delirious at times, almost broken them, and worse he'd lost his wife and daughter. She suspected it was mostly for her sake he was able to keep going.

A short time later the teams reassembled. They were about to abandon the surprisingly uneventful camp, when the skin flaps from the structures all over blew open, and the Eldritch started to funnel from them in silence. From their appearance they were apparently once human, before they'd twisted themselves through self-mutilation, wearing or weaving into themselves bones of people and animal alike; similarly they adorned themselves with machinery, each a grotesque parody of mankind.

No matter where they looked every potential exit was blocked by hundreds of them, like they'd been awaiting this moment the entire time, content to patiently observe their latest specimens. Blood churned through the mechanisms tethered to them, a nightmare of wires haphazardly linked to the beings, whose undecipherable voices started to ring in their heads.

“A-ah,” cried Shining as the familiar whirr in his skull threatened to split it. He covered his ears, nearly tumbling.

Inky tried to take flight, and tumbled in a cloud of dust as her equilibrium was shattered. Trembling, Trixie tried to reach for the tools hidden in her cape, and was aided by Beatrix, who hurried to her side. “Just...hold on,” she told her bewildered mother, trying to fish out a rocket or smoke bomb while the Eldritch almost casually closed in around their near-helpless prey.

Stepping in, Vinyl Scratch shot them a sly smile, the music endlessly reverberating in her head blocking out their intrusive presence. While a number of them were trembling, in some cases completely paralyzed or having crumpled, she easily pulled a handful of tiny smoke bombs from the cape and tossed them about. Colorful smoke rolled around them.

The Eldritch were confused for mere moments, but with their hive-mind temporarily broken Sombra's forces were able to swiftly recover. He took the lead with Fleur, who spun her halberd and struck down the closest foe in a spray of crimson. Blackish-purple orbs manifested around his fists, and he launched them into a mob, immolating several who burned without so much as a cry. Limestone moved to aid them, bones and metal crunching under her fists when she rained down a series of blows.

“There's too many,” yelled Beatrix who lit her own hands and horn while she weaved colored beams of energy which radiated outward. Her mother was busy desperately lighting rockets and more bombs with the DJ to scramble the systems of the enemy, while Octavia also laid into them with a pair of escrima sticks she'd drawn from her jacket. “Let's cut through and-”

“Spirits preserve us,” whispered Somnambula who closed her eyes and concentrated. She'd pushed in front of Diamond Tiara, hiding the cowering mare, and pointed eastward. “That way is quickest,” she said drawing on her intuition.

The whine of rockets continued to sound, the air split with a multitude of neon sparklers. Blades and claws attached to the Eldritch flashed, driving back a now blood-soaked Fleur and Limestone, who'd taken their place as the vanguard. These creatures were used to picking off those already neutralized, and now struggled with a united force, but would quickly overwhelm them regardless through sheer numbers. Worse still, they seemed to be adapting with each passing minute.

Pretty soon the mass were moving amidst the bedlam stirred up by the tricksters with little impediment. They started to drive the warriors back, buzzsaws and chainsaws attached to a par of the Eldritch whirring, ready to carve into flesh.

“Inky,” called Beatrix and the pegasus nodded. Sensing her plan, she scooped the witch up, straining herself to carry her swiftly as she could to the edge of the camp. Immediately Belladonna grit her teeth and sunk her fingers into an invisible psychic barrier, groaning while she funneled magic into her arms, almost overwhelming herself while she ripped the swirling air open.

“H-hurry,” she yelled at those still fighting and retreating behind her. To her shock Sombra had marched past Fleur and Limestone, calling down a hellish obsidian inferno with a downward thrust of both muscular arms, surrounding his companions with a blazing wall which served as a pathway. His eyes were blazing ethereally, sweat pouring down his grimacing face.

“Retreat, you fools!” They hurried off, a few more reluctant than others, Inky in particular moved to tears while Beatrix held her back. The former tyrant was laughing, amused by the irony of it all, now reduced to helping save Equestria!

For a moment Beatrix considered simply abandoning him. She doubted this was some attempt at a noble self-sacrifice; more likely it was a power-play of sorts. Perhaps to make them trust and depend on him ever more. “It would serve you right if I let you die,” she said to herself with watery eyes. “Just like the way you killed my would-be sister, Bellatrix.”

Yet she reminded herself this was a different Sombra than hers. Certainly, there were plenty of similarities, but how much could she condemn him for something he hadn't actually done? Plus, perhaps they did still need him, after all. “Damn it.”

Luckily it seemed the variety of concoctions locked within slender corked tubes were still hidden beneath pockets in her cape. Each was an alchemical creation she and the Flurry Heart of her world had crafted. Most of them were of little use in combat, more stuff she'd designed for recreational purposes; but her hand locked around one, designed to mimic one of the potions the Sunburst she'd known had come up with. “Bombs away,” she announced hurling it in front of him. “Sombra, quick!”

Snapping free of his spellcraft, he headed towards her, while the glass broke and thick vines arose. They started to ensnare whatever was closest, forming a divide that covered their escape. He stumbled and crashed into her, the pair tumbling out into the desert wastes, having sapped so much of his reserves he was nearly as weak as Shining Armor for the moment.

*****

The party didn't stop moving until there was no choice but to rest. Taking what shelter they could behind a formation of stones they'd encountered, most of their canteens were emptied by now. It was never quite day or night in Equestria anymore, but close as it came to the latter, with a sea of stars twinkling out in the skies, forever scarred like the ravaged planet.

Sombra sat on a boulder while cradling a slumbering Inky in his lap, stroking her dome affectionately while he sat across from Beatrix. Once he was certain no one was around to listen in on them, he looked up at her with a serious expression. “I'd like to know more about this...ability of yours that allows you to hop from one dimension to another. You can freely do this, yes?”

“Yes,” she admitted looking to her distant mother who tended to Shining's wounds and shot curious glances her way.

"When this is all over, when the Eldritch are defeated.... Take me away from the wretched place." Given the circumstances of the thin line that separated him among the rest, he was well aware that they wouldn't hesitate to try and kill him. There were lots of them, and they would only need to act once he was vulnerable enough. It was best for him to cut ties with this world and seek a more preserved Equestria to rule. He'd use the knowledge of events gained here to better cement his power.

“It's not that simple. For one thing, it takes a ton out of me, plus I sometimes temporarily lose my memory. And as for transporting someone else, there's only a small chance they'll even survive the trip! Hey, you know what? Maybe I should try it, see you get ripped to atoms and scattered across infinity!” She laughed. “That'd be pretty damn amusing!”

“Don't toy with me little wench,” he warned darkly. “Should I discover you're lying...”

“It's no lie.” She sighed and dug her nails into her knees. Currently Somnambula and Octavia were on watch duty, circling around the encampment. “Tried it a few times. The results weren't always pretty. Imagine someone being turned inside-out...”

“Yes yes, I get the picture, thank you" he hissed, waving his hand to dismiss the gruesome images already forming in his head. “Just...promise me you'll try to help me travel? Likewise, I still expect to be properly compensated.”

“What, you want to do it right here in the open? I thought even you were a little classier,” she sneered.

“You are your mother's daughter, you know that? You're both so annoyingly sarcastic!” If Inky wasn't slumbering on him right now, he'd have less reasons to reach for her and choke the bitch. Instead he resolved to rubbing his temples. “No, not now.... Some other time," he muttered. "So, tell me about the Sombra you knew. What exactly happened with him?”

“I don't fully know myself. Flurry Heart saw him last. From what I heard he stole the Necronomicon, teleported to some asteroid drifting in the void of space, and offed himself while it careened towards its doom. Not sure if it headed into the sun, another star, or a black hole, but he finally annihilated the supposedly indestructible grimoire...and these Eldritch were released from it. They chased me to this plane, and...and...” She curled up in a fetal position, shaken to her core.

His face darkened at her explanation. "So, you are responsible for all of this, then."

Her eyes were reddened when she met his. “We both are, in a sense. I thought I could give them the slip, abandon them in one reality that was already doomed by the time I'd arrived. I had no idea they could just hop from place-to-place so easily! But they do have limitations. It takes a lot of raw power for them to do so. Which they draw from the sacrifice of millions.”

"Hmmm~" He mused, rubbing his chin in thought as one of his sly smirks slithered its way across his mug. "I wonder what your father would think? Knowing that you doomed his entire family to unending suffering across different streams of reality?"

“I...I don't want to know,” she murmured turning her head away with a forlorn expression. “Do your worst, Sombra. You've already hurt me in ways you can't even begin to imagine. You'd plucked this succubus from the Necronomicon, enslaved her, and named her Bellatrix Primadonna in mockery of me. You set her about to ruin my reputation. I rescued her from you, tried to provide her with a new life, and then you brutally murdered her!” She snapped at him, fury overwhelming her guilt.

He gave a laugh at her little tale, though one from a genuine place and not on from wicked intent. "That does sound like something I would do. My goodness, how tragic that must be for you! I almost pity you."

“Spare me.” She rolled her teary eyes. “You're the pitiful one. You could easily command respect, probably win the heart of just about any mare fairly, yet look at you! Playing the petty villain just to slake your ego! Pathetic!”

His smile was lost as a snarl replaced it instantly; his eyes lighting up in anger. "I'm pathetic?! Look at your father! Whimpering and sobbing at how weak and useless he feels. Meanwhile, I've been fighting to save as many little lives as I can with people that want me dead. I, at the very least, have no qualms in my actions if it leads to the right results! You want a villain? I'll gladly give you a villain if you push me far enough!" He warned her, his hands clutching the somehow sleeping pegasus on his lap. For a while, all they did was size each other up in uncomfortable silence.

With a weary sigh, the implications of what Beatrix shared settling in, he loosened his grip on Inky and resumed their conversation. "So, it seems our destinies are intertwined somehow, even here. I assume in most realities, I've lost?"

“From what I've seen. You see, they have something that you don't; strong bonds between them. So no matter how many you kill and control, there's always someone else to take up their mantle! I don't know why Inky's so infatuated with you, but you'd be wise to honor her loyalty! She might be exactly what you need when the chips are all down!”

“Tch.... From past experience, I was better handling things myself than just relying on anyone. Still...” He looked over the slumbering pale Pegasus; smiling softly while enjoying whatever dream she was having. His muzzle scrunched up as he gently stroked a stray hair from her face. "...I suppose it wouldn't hurt to have at least one person in my corner..."

He didn't like this at all. He didn't believe her in terms of forming bonds, yet he didn't want to repeat the mistakes his other selves had made, either. Was she deceiving him to manipulate his actions? He didn't get the sense she was lying, but she was still hiding things. For now though, he would leave her be, seeing as he'd poked at her enough.

Let her keep those secrets. There would be a time to exploit those later. It was about time he returned home in triumphant!

*****

Draped naked in his bedchamber atop a cluster of blankets, Spike indulged in his creature comforts, despite the complaints of the dragonesses who currently molded their bared forms against him. “Those ponies have made you too soft,” said Smolder behind him, crushing her soft breasts upon his scaly back. “But they do make some pretty nice stuff, I'll admit!”

“What's your pleasure tonight?” Ember wrapped her tail around his. Taking the goblet of wine from his claw, she poured it over her soft mammaries, and he licked the spicy excess which pooled down her lithe physique.

“Let me think about it,” he said trying not to let the stress show. In truth he was anxious. Terrified, even. Not for himself, but for those under his protection. Now that he'd knocked up a number of mares successfully, Fluttershy and Tree Hugger in particularly, he stood to lose more than ever. Sometimes when he closed his eyes terrible nightmares haunted him, of the Eldritch descending in droves, slitting open their bellies and vivisecting the Kirin plucked from their bleeding wombs.

He huffed and nearly screamed at the intrusive thoughts, somewhere between sorrow and righteous indignation. Part of him dreamed about being the chivalrous hero, smiting them and living happily ever after with his herd, but he knew that was a foolish sentiment at best. For all his raw power, even the Dragon Lord could only accomplish so much.

Yet he continued to hide from his new potential allies, despite the urgings of Twilight and Sunset, fearful that once he made contact they'd be drawn into a conflict they couldn't win yet. But would it mean abandoning them to die? Still, he had his own followers to consider. “You have to make the hard choices sometimes,” Ember and Smolder often stressed.

He shuddered when they settled before him, taking his twins into their snouts. While he hadn't been in the mood for sex, they were quick to change his mind, easily able to take his entirety, their tongues encircling his girths many times over. Their sultry stares met his, determined like always to prove they could serve his needs better than any mare could ever hope to.

Tonight they'd even invited a secret weapon along, Autumn Blaze bouncing into his rocky chamber with a series of high-pitch giggles. She was half-dragon, which was good enough for them. The denuded Kirin squatted over his face, slowly lowering her rump, her smooth buttocks squishing over his snout, her genitals filling his view. He breathed in her sweet flower, delicate licks tracing around her holes, readying them for use. His claws dug into her rump while he started to probe her entrances.

Faster the pair started to bob, precum drizzling out into their hot mouths, while he drank a honeyed nectar from its source. He'd be expected to knock up Rarity and Sweetie Belle soon, since neither took to the field. Autumn Blaze would shortly follow. Currently, he was licking out her womb, the tip of his tongue so thin he'd easily been able to pierce her cervix.

Swishing her tail about cheerily, the Kirin came directly into his snout and all over his face, temporarily blinding him. Plump bits of assflesh smooshed between his claws when he dug in reflexively, her holes hungrily clenching, and he was pushed over the edge himself, hot loads directly fired into the dragoness pair who loudly slurped it down.

“Tasty,” said Smolder with a smack of her lips when his seed settled into her belly. Autumn nearly passed out from rapture, and went limp upon him, taking Smolder's place to clean the freed cock of its salty juices while Ember continued to nurse the other one. “The ritual mating dance is tomorrow, remember? Time you chose your next pair of mates to put a Kirin in!”

“Yeah, I know.” He'd already decided but knew he had to let the ceremony play out. It was always some of the most fun they had anyhow. He continually stroked them, letting the trio cuddle around him, the rare bit of real tenderness Ember and Smolder had learned to show after they realized his soft-hearted mares were winning his heart over at almost every turn.

Their tails all wound about his while they drifted into a peaceful slumber. He lounged there for over an hour, caressing their manes and listening to their subdued breaths, his fitful mind keeping sleep at bay. For all he knew, he was the last dragon male left, most others having rushed off immediately to attack the invaders, taking thousands with them before they were wiped out.

They would've considered him a coward. He'd shoot back they might've prevented most of Equestria's current state, if they'd simply discarded their pride, and 'lowered' themselves to ally with the other squabbling races. They'd all paid the price of that distrust and hubris. He didn't want to think about how many entire species were now forever extinct...

Chapter 4

Upon their return homeward, the party descended back into the enclosure hidden below the surface, darkness broken by the occasional lanterns within the gloom.

“Welcome home,” said Fancy who immediately embraced his wife. “Shining Armor? We'd all feared the worst. Cadance and Flurry-?” The Paladin shook his head, still leaning on Beatrix for support. “I see. I'd hoped more survivors would be discovered, but we'll take what we can get. Come.” He waved them inwards.

Their steps echoed through the maze while he lead the way back to the meeting room, Limestone careful to cover their tracks by straining with some other miners and shoving a boulder over the entryway. “And may I ask who you are, miss-?”

“Beatrix Belladonna,” she announced in a theatrical manner. “Consider me a friend!”

“We are short on magicians,” he admitted talking while they walked. “Curious, the resemblance is quite uncanny to-”

“She's our daughter,” said Shining when he turned to a bewildered Trixie, the two sharing a slight flush. “It's complicated.”

“No kidding! Trixie would certainly remember...that! She's barely been with a stallion in her life, particularly Twilight's brother!” She huffed defensively, hands planted on her hips. “Who gave you permission to rip-off my style?!”

“You did, actually.” Beatrix frowned. “At least, the Trixie I know from my Equestria. Come on, Starlight must have told you about alternate timelines, didn't she? She'd made a mess of them when she tried to undo Twilight Sparkle's life!”

“Don't mention that name,” warned Trixie darkly as her eyes misted.

“S-sorry.” She started to mouth a question about Starlight, but thought better of it.

“Your tale becomes more intriguing with each moment,” said Fancy who took his place at the table. “But what pleases me most is you've all returned alive. I'd feared the worst.” Many of them took seats around him, while a few chose to stand, including Sombra who towered around the alliance. “Well then, let us feast in celebration! You've all done me proud!”

The best foods available were procured from their larders, mostly breads and cheeses layered with enchantments so they were much slower to expire. Dried fruits and many vegetables were now a delicacy, but their leader decided to go as all-out as he dared for the occasion, knowing it was important to keep morale high whenever he could.

He also furnished them with wines from his personal stash, while Vinyl Scratch and Octavia supplied them with music, the DJ taking up the drums.

Drifting into a trance-like state as if possessed, Somnambula was the first to move to the sounds that echoed throughout, and Diamond Tiara giggled, likewise falling into step. Chatter broke out between the drinking and eating as everyone got into the celebration.

Everyone except Sombra; who was gloomily studying them with saturnine features while swishing a cup of wine between his palm. His expression changed before Inky offered her hand to him; silently asking for a dance through a kind smile. Shaking his head with a sigh, he reluctantly accepted her hand as she pulled him towards the party.

A hint of red was spotted on his cheek as she nuzzled her head into his shoulder while they slow danced. He could feel the patter of her heart beating within her chest as she pressed into him.

“That's the friend I told you about,” she said with a sideways tilt to a raver with hot pink colorings and her mane done in twin tails held together by star-shaped jewelry. A pacifier hung on her necklace, scantily-clad in a tube-top and booty shorts.

“Huh... She reminds me of Pinkie Pie. Makes me wonder if she's from an alternate dimension too,” he mused as his eyes wondered to take in every bouncy feature this mare had.

“Her name's Pacific Glow. We met at an underground club before Equestria collapsed. I'd worried she'd perished.” Inky mournfully draped herself on him, basking in his warmth, his firm grip which dug into her and drew her possessively closer still.

Fun personality and looking to be one hell of a lay aside, the bimbo didn't really strike him as a someone that would otherwise prove terribly useful for their plans. Though he supposed it mattered very little to him; for he knew with each mare that fell under his command, more would soon follow. Even those who despised him were certainly curious about his prowess.

And convincing them that he would fulfill their most carnal of desires would be no real task. With a smile, he waved the dancer to come over and watched her titter as she skipped her way to join them.

"Hi there! Inky's told me much about you, stud~” She flirted, giggling with giddy as she shook his hand. "My name's Pacific Glow, though you probably already know that. It's nice to meet you! Great party!"

"The pleasure is all mine~" He chuckled before kissing her knuckles gently before slowly pulling her into his arm. “Though if you ask me, this party isn't really... mmm, kicking in for me. Why don't we go somewhere else to celebrate in our own way~?” He suggested while his hand would seize her ample backside to get a good handful of her supple cheeks; making his concubine to be giggle mischievously and bat her eyes at him.

With that said, Sombra guided his harem of two towards his private chambers; another step taken on his slow road to victory. Let the rubble bask in their small glories! It was obvious Shining Armor had been rendered impotent with the loss of his family, making whatever threat he posed to him nonexistent at the moment.

It wouldn't be long now until he had every scared and lonely mare of this alliance fat with his children and begging for more!

*****

“Really, now. Your story grows ever more ridiculous,” announced Trixie who sat in a circle with her guests within her own room. She'd decorated it with a number of props, the excess stored in a heavy treasure chest nearby, the walls furnished with scrolls and posters of her old shows she'd clumsily nailed into cracks in the stonework as a reminder of better days.

“It's all true, I'm afraid.” Beatrix managed a small smile. “You taught me most of what I know!” Subconsciously shaped in the womb by Trixie, who'd drawn upon the Necronomicon's power by her close proximity to it, she'd altered her unborn daughter to practically be a miniature clone of her, with a dash of Twilight Sparkle since she'd been smitten with her old rival.

Mother taught her that life was often hard, and that whatever her father thought, sometimes one had to be selfish, cruel, and duplicitous to survive. She'd lived most of her early life on the road, traveling with Trixie's caravan, hearing tales and rumors about a father she wouldn't meet until much later, when her parents reunited to battle a doomsday cult.

Shining Armor listened attentively. “Good to know Flurry Heart's turned out so well in one world, at least. But poor Cadance and Twily...” He'd borrowed some clothes from Fancy, a bit of scarlet and white finery which made him look debonair.

“We used to get into all kinds of misadventures,” said Belladonna trying to lighten the mood. “Together, we were pretty skilled alchemists! She's doing a darn fine job of ruling the Crystal Empire! You'd be so proud of her!”

“I am. Thanks for looking after her. I'd like to lead the alliance here, but I can't. I'm not the hero I used to be. I failed my country, and my men, led them all into a trap. Now, I'm the sole-survivor. I can't even work the simplest spell.” He demonstrated by sparking his horn which fizzled out. “I...I know our population is dwindling, but I can't even get it up anymore.”

“Maybe...maybe Trixie can help with that,” she offered with her cheeks burning while she traced his leg. His muscles had wasted away some in captivity, but were still somewhat firm. “If you're really our daughter, Beatrix Belladonna, he should be able to put you in me.” She touched her belly, the would-be lovers locking eyes in a rather bashful manner.

“Don't mind me,” chirped Beatrix with a wiggle of her eyebrows. “I've pretty much seen it all!”

“Yes, well...Trixie is conflicted. In truth, her relationship was pretty tight with Starlight Glimmer. She rushed to the frontlines to save Equestria, and no one's seen her since.” She decided to drop her usual theatrical act, leveling with them. “I'm scared,” she whispered. “Afraid that I might actually fall in love, simply to lose it all over again. What will I do, then?”

Shining caressed her cheek. “It's hard for me, too. But I've accepted Cadance is lost, and she'd want me to move on someday. And if it means Beatrix might be born in this world, too, well.... What did you call it, daughter? Synchronicity?”

“Yep. Certain scenarios often play out in similar ways across alternative realities. Almost like fate.” Belladonna rose with a toss of her cape. “Well, I'll leave you two lovebirds to it! Tee-hee!” She winked and her heels clicked when she retreated.

As she headed down a tunnel to return to the party, muffled moaning sound caught her ear as she turned to spot Sombra's lair just ahead. Curiosity got the better of her as she walked over to take a peek.

She was greeted with the tyrant sitting on a chair while Inky and Pacific kneeled between his thighs; serving his rigged pole with their tongues and lips. Their clothes had long been forgotten on the floor while the cruel unicorn yanked on their head to direct them where he wanted them.

'Does he know no shame?' she thought in disguise, trying her best to ignore how hot and bothered she was getting just watching the scene. Just as she was about to leave, his eyes found her and a large grin spread his face.

"Ahh, Beatrix~! What perfect timing" he crowed, causing the two mares to stop and turn to their uninvited guest. “I knew you'd turn up sooner or later. How about you fulfill your end of our bargain and start your obligations to your king~?” He requested, beckoning her over with the most condescending look he could muster. It was like calling for his dog to come accept a treat for good behaviour.

“You'd better watch how you speak to me! I said I'd sleep with you, not that I'd let you treat me however you wished!” Nonetheless she marched over with a huff. “Let me guess, 'master', you'd like a strip show?!”

“It's a start~” He said smugly, enjoying the way she was squirming and trying to cling some sliver of dignity. With a huff, she tossed aside her cloak with a flourish. Her cone-shaped hat followed, and she started to remove a fingerless glove. “Those can stay on. Same with the thigh-high slutty boots. They say so much about you~.” With a subdued shrug, she gradually peeled away her leotard, bearing herself to him again.

With a sway of her hips, she knelt with his lovers, pressing her lips to his spit-soaked mast. Putting on the same sultry look they were, she nursed the vein-riddled meat, and the testicles below which she helped fondle. “Ahh...~" He sighed in near contentment, watching the gorgeous mares lick and worship his cock like proper whorses. "Now this is what I like to see. Everyone working together for a common cause. I think you both deserve something special! Inky, the collars please~” With a devious smile she rose to obey, her own denoting that she was his slave already fashioned into place.

“Now hold on-” Started Beatrix, but Inky ignored her protests, connecting chains to the bindings, including her own, and fitted them onto his prizes, tethering the three mares to one-another. He grinned wolfishly at them, Inky almost smug in her position was alpha-bitch, Pacific beaming with childish joy, and Belladonna quietly seething with barely-contained scorn.

“Haha! That expression of disgust and anger looks absolutely adorable on you,” he complimented; yanking her chain and drawing Beatrix in close to mash his snout against hers. His ravenous mouth caught her lip and bit into hard enough to draw blood.

He was in pure ecstasy watching her squirm and struggle against his aggression. This ought a teach her for being showing him so much sass and disrespect. Not only that, it would help break her in and have that loathsome Shining Armor suffer another lost.

But before that, it was time to properly welcome his latest acquisition. Ordering Inky to pull Beatrix off of him, he turned to the drunken-like pink mare before he roughly shoved her onto the floor; her wide heart-shaped ass up and wiggling for him as he smacked his cock up against her small mound; feeling how drenched and eager she was in receiving his fat girth into her tight cunt. "O-Ohhh fuck~! You like that, Daddy?" Pacific purred; smacking her posterior to judder it about. "You like this fat ass and soft pussy. Mmm, cause I know I need that fat cock~! No other stallion can compared to you! Mmmah~! So please hurry and give it to me! Take me for a spin and ride your whore~!"

With how eager she was to be a slut for him, how could he refuse? Lining the tip against her slit; he forced his way inside the bimbo; spreading her wide and causing her body to spasm. If it hurt her, she wouldn't say as she gave out to a fits of hysterical giggles while the two worked their hips to get Sombra good and deep inside her. "Ohh yeah! Fuck, that's it daddy, take it~!" She moaned, feeling her pigtails getting tugged as he treated her like the living sex bicycle she was.

“Don't think you're getting off easy!” He grunted, his attention turned to Beatrix. "The two of you should play with each other," he ordered; not really just to amuse himself but to make sure Beatrix was as humiliated and uncomfortable as possible.

Before Beatrix could protest, Inky took the lead; sitting upon Beatrix's face who slowly started to probe her sexholes with fingers and tongue alike. Likewise, the pegasus did the same; burying her mouth and digits into her waiting treasures.

“Agh! Ohh, mm~! I know I'm not much...” Wheezed Pacific whose udders swung like pendulums; slapping together each time he carved into her. “But I hope to please you as best I can. If anything, I'l make sure you don't go out there with full balls! I'm yours to dump whoever you want~!” Repeatedly she spanked herself, red hand prints marking her buttflesh.

“That's... Agh! More than enough~” He responded at her depraved request. Some part of him would have felt pity that the effects of content drug consumption fried her poor little brain, but the other half was far too busy enjoying ruining her tight slit. She would serve her purpose well in being his trophy among the rest. By now his other pair of lovers were really digging in, chins dripping and drenched with pussy juice, Beatrix's scorn seemingly forgotten while she too lost herself to base lusts.

Now that he thought of it, the really wasn't a reason too not impregnate the rave-slut here and now. The most she did was dance around and party; hardly any skills of real use beyond recreation. With no other con's or protests to stop him (as if it would matter), he began to savagely jackhammer his hips into her ass; driving his cock far deep to fully bottom out inside her; causing her to orgasm over and over from how hard she was getting dicked. "Come! Become the first of my conquest and take my seed! You'll be my broodmare!" He bellowed out, gritting his teeth before he felt his orgasm explode from his loins.

Poor Pacific was left screaming as she felt a huge flood of cum pour into her womb; her body failing to support her weight as she collapsed. Sombra held her good to make sure not a single drop of his seed was wasted before plopping his spent cock out of her oozing fuckhole. Pacific was left on the floor in her afterglow; eyes rolled into the back of her skull and tongue hanging out to complete how slutty and shameless the little whore was.

Inky watched with a hint of melancholy, obviously saddened she couldn't bear his foal too, but she was still needed on the field. Scouts like her with instrumental to the cause, and fliers were increasingly rare. In contrast Beatrix appeared rather sour, watching him still buried in his fucktoy, while he emptied himself into her almost airtight hot pink passage.

Once he had a moment to calm down from his blissful high and catch his breath, he turned back to Beatrix with a dull look and tone. “You're dismissed, for now. I'll let you know when your services will be needed. And remember.... When this is all said and done, you will help me with what I need. Do not forget that..."

With a neutral expression, Belladonna recovered her clothes, paused while Inky unlocked her collar, and made her way out. Demeaning them had lost its thrill for the moment. While he'd never admit it, the power he'd called upon to keep the Eldritch at bay had sapped him. He'd put on a pitiful show if called into action anytime soon, and needed to replenish his reserves.

Gloomy thoughts swirled in his head when he sat back in a meditative state, shutting his lovers out for the moment. Sometimes they were like succubi, sapping the vitality from him. He was reminded of the Bellatrix Primadonna she'd mentioned, and considered the actions of his counterparts, where they failed and how the knowledge Beatrix shared might allow him to avoid their mistakes. He'd not turn on Inky, for one. She'd be his right hand in Hell, his Whore of Babylon unto the end!

*****

The horn sounded through the volcanic lair, summoning the Dragon Lord's herd when it echoed throughout, all the way to the Pleasure Gardens. Patiently he waited on his throne, scratching more marks in the ancient drake's skull. Gradually his consorts filed in, each eager to please, forming small alliances between themselves to try and win the spot as his closest companions.

At the moment it was mainly a battle between Ember and Smolder, who'd recruited the Kirin to support them, physically the toughest thanks to their draconic blood; and Twilight Sparkle with Sunset Shimmer, the former sharing a lifelong relationship with him, not to mention they were powerful magicians, and perhaps the last two capable of long-ranged teleportation.

Of course they all had their charms. Fluttershy was the most fertile of all, she and Tree Hugger providing an abundant paradise for the surviving mares which made certain they could bear strong Kirin.

And then there was Rarity, the first crush he'd ever had, and her equally luscious sister Sweetie Belle who'd blossomed into a beautiful woman. There were also dozens of other mares, most of whom he didn't know by name, but still felt a sense of responsibility to. They lined up before him.

A concubine handed him a goblet of wine with her head bowed, taking her place back with the others. “Dance for me,” he commanded gulping down much of the spicy drink which pleasantly burned all the way down his belly.

Clad in a variety of scanty costumes, his entourage started to weave before him, gracefully pirouetting in tandem. They split into their usual pairs, or a troika in the case of the dragon-blooded, enticing him to choose them above all others with sways of their hips, breasts, and buttocks, their garments removed one item at a time, bearing themselves to their Lord.

Behind them an orchestra of nude musicians played their instruments, like his dancers each one bathed in perfumes and slathered in soils which made their skin shimmer. The most prized gems they could locate were brought to him in a bone-carved bowl, and he gnashed them to glittery dust with his teeth, savoring the treats that were daintily hand-fed to him.

However, he'd long made his choice in advance. Still, he needed to draw out the moment, and took his time admiring the sculpt of their succulent frames. His heart raced when Fluttershy and Tree Hugger started to press their plush, well-rounded forms upon his scales, nipples beaded with lactate, which he scooped up with a flick of his tongue. They cooed in unison.

“Rarity and Sweetie Belle.” They squealed in delight, stalking over to his beckoning claw. “You'll be the next to bear your Dragon Lord more Kirin.” He lifted them up by the waist, placing the eldest sister upon his lap first, her opening slowly stretched to take him. She wiggled her bottom with a languished, melodramatic sigh, welcoming him in deep as possible.

Similar treatment awaited Sweetie, who straddled behind her sibling, taking his lower ridged cock into her. He could see the looks of disappointment in many of the others, but they accepted without complaint, continuing to prostrate themselves for him in hopes he might release more of his burning seed. Normally he'd breed them within the Pleasure Gardens, but he wished to keep things fresh, and besides, wouldn't he appear more triumphant than ever, taking them while seated on his throne?

Not content to let all of them languish, with one hand he sunk his digits into Shy's soaked vagina, the other into Tree's. His tail lanced out, wrapping around Twilight, its spaded-tip sinking into her foalmaker. “Spike~” Her whines were cut off when Sunset pressed her oily breasts to her own, muzzles locking while their tongues wrestled in a casual manner.

His leathery wings wrapped around Ember and Smolder, drawing them closer. They brushed themselves upon them, the tiny claws upon the tips caressing them. “Autumn Blaze,” he began and she hopped up, laying her legs over his broad shoulders and pressing her sex against his snout. Greedily he lapped at her slit, her arms coiled around his head while she tittered.

“My darling little Spikey-Wikey isn't so little anymore,” laid on Rarity rather thickly, her cheeks stained a bright pink. Sweetie encircled her sister's slippery tits, which collapsed back into place with repeated bounces each time she lifted and dropped the heavy pair. “Oooh, to think I was so foolish as to ignore you all those years! But now that age isn't a factor-”

“Don't forget about me!” Sweetie tried to keep in rhythm with her sis each time they bounced upon his lap. The fleshy bumps were scraping their insides, stimulating their spongy g-sports, their cervices expanding wide open to accept his seed.

By now his crotch was absolutely slathered in female goo. His nostrils spat smoke, breathing in the musk of all the horny women around him, left empty without their protector and provider to properly stuff them. Luckily most were easy to please, and would forget their troubles the next time he took them. Rarity's palms traced his muscles, and she planted little pecks all over him.

“Y-you're doing so fabulous,” wheezed Rarity who tilted her head and met Sweetie's lips.

“Told you all that practice would pay off! And that Spike would take care of us once we won him over!” She winked.

“Sweetie Belle,” cried Rarity scandalized. Sure, they all competed to win top status, but they weren't supposed to admit it openly! However he merely snorted in amusement. While Rarity would always be special to him, and had won some favor by immediately leaping to join his herd once established, she'd long missed her chance to be his closet consort. Especially with such fierce competition who brought their own charms. He cringed to think of the lovestruck little whelp he used to be!

No, as the Dragon Lord he was supposed to decisively take what he wished. It was how he commanded respect. Certainly he'd never harm any of them, but he knew hurt feelings were inevitable, and the only real choices were between Ember and Smolder as they were powerful warriors capable of flight, or the tag-team brilliant magicians Twilight and Sunset.

“Your wombs are mine,” he said shooting them a dopey smirk when he claimed them with a torrent of his spunk. It rushed up to fill their uteri, the siblings whining and spraying with him, bellies expanded outwards to try and soak all his jizz in.

By the time he finished they slouched upon him, puffing and barely lucid, their mascara running amidst tears of joy. He withdrew his sticky fingers from Shy and Tree, then patted Rarity and Sweetie on their rumps as thanks, still driven into them. “Guess that about wraps it up, huh. Go ahead, amuse yourselves in the Pleasure Gardens, or wherever else you like!”

Gently he removed his lovers, who pouted in disappointment, hoping he'd cuddle with them. And normally he would've, but he could see a pained looked on Sunset's face, and said, “Twilight and Sunset, could I have a word with you?”

“Of course,” replied Sunset as the duo started to follow him back to his chambers.

“Now wait a minute-” Rarity's outrage was cut short when Ember and Smolder flanked her to block the path. He wanted to step in and tell her it wasn't what she thought, but he didn't need to explain his actions to anyone, didn't tolerate envious behavior.

Spike waited until he was sure they were alone. He crawled into bed, and they followed, ready to fulfill their duties, for why else would he bring them here? “Don't worry, it's not that.” Twi's face fell in disappointment. “I mean, sure, I'd like to hold you two for a while, but...I wanted to talk, is all. Be honest, Sunset. Do you ever regret coming over to help us?”

“I'd never regret helping a friend,” she assured him sidled to one side. “Especially not Twilight!”

“You know what I mean. We took you away from your new home. Separated you from all your family and friends!” He crushed her to him, scooping her by the waist, and she flushed hard, her heart racing. “Sorry about that. We were so worried about saving Equestria, we didn't even consider your feelings!” He brushed her bangs as she failed to hold back small sobs.

“Sunset...” Twilight reached across him from the other side and squeezed her arm. “I'm so sorry. It's all my fault. We were desperate since the other races wouldn't unite with us, everyone was dying, and I didn't know who else to turn-”

“It's okay. I'm honored you picked me to come help. It shows how much you trust me.” Sunset's voice almost cracked, unable to contain all the grief she'd bottled up anymore. “You saved me, Twilight, all those years ago. I'd do anything for you.”

“I know. That's why it was wrong of me to ask you,” whispered Twilight. “But I can't undo what happened now.”

“I wouldn't change it anyway,” admitted Sunset who traced her fingers over his chest. “Just wish I'd given all my friends more warning. They're probably worried sick about me, after I just up and vanished with hardly a word. I'd told them Equestria needed me, rushed into the portal while you found a way to make it active for a short while, and that was that.”

When the Eldritch stormed Canterlot itself most of the heavy-hitters rushed to the frontlines. By then the Crystal Empire had already fallen, taken by a surprise attack, its inhabitants presumed dead. Celestia and Luna, along with the Wonderbolts and the Apple clan, had stepped up immediately to deal with this menace. The Pie family hadn't been far behind.

By the time Twilight and Sunset were able to convince more would-be allies to join the fight, it was far too late, countless lost on both sides. While each ally lost took dozens with them, it was clear the invaders outnumbered them by some distance, and were adapting to all the magic they could throw at them. They were losing, badly, entire species slaughtered to extinction.

Ember's authority had been challenged, many assuming she was weak when she shared her doubts about being able to win this conflict, most of the dragons foolishly rushing off to neutralize the threat without a plan. And to their credit they'd taken millions of the Eldritch down with them in an epic fury of teeth, claws, and flame. The few who stayed behind sacrificed themselves so that Ember, Smolder, and Spike could escape.

It was only much later, after the Eldritch appeared to believe the Badlands had been abandoned, that they'd returned with other scattered survivors they'd found to establish their present base.

With a heavy heart they'd assumed most of their loved ones were dead. But they had spotted another clan of survivors while scouting around, aware that a few distant allies such as Fleur de Lis were still out there, at least.

He'd hesitated to make contact until now. Yet maybe it was time to take that risk. “There's another reason I invited you here. I have a secret mission...”

*****

It was time for the survivors to move on. After the celebrations, they started to pack up, Limestone and her fellow miners already tunneling into another area and collapsing tunnels they no longer needed behind them.

While the Diamond Dogs had been one of the first groups to flee the Eldritch, treated like vermin by much of Equestria, they'd survived the onslaught with many of their numbers intact, and now proved surprisingly loyal and helpful allies, so long as they were treated well.

They'd shown them safe areas, scouting ahead, digging deep into the earth. Limestone had quickly and easily struck up a fast friendship with them once they got used to her gruff, blunt manner. Without them, Fancy admitted they wouldn't be here.

“One last night of sleep before we move.” Inky stared into the lantern, her face shadowed. “Master, I have something to show you.” She slouched her frame on a wall, her transparent gown seeming to make her skin glow in the soft light. Reaching into her satchel, she removed a number of small corked tubes with bubbly liquids below. “I swiped these from Beatrix.”

"Excellent work, my pet. Well done." He purred and affectionately stroked her head, making her beam with happiness. Examining the vial, he looked over at the guest. "Now how to test them... Hmm..." he mused, his gaze brought to Pacific Glow; now dancing by herself, albeit a bit awkwardly.

She followed his gaze to Pacific Glow who was busy dancing in one corner of the room. “Don't hurt her. Please.” She pressed herself to him, laying her cheek upon his chest. “She's like the sister I never had.”

"Don't worry, I'll be cautious, I assure you. I have a bit of knowledge in alchemy myself. Perhaps not to the extent of Beatrix, but enough to identify what these substances are likely used for. Most of these appear to be sex aids, from what I can tell. She's much kinkier than I imagined. Her mother must have taught her well~" He chuckled. "Anyway, I do see a couple that may serve me well in cementing my power. Such as this one, for example."

Uncorking it and dipping his fingers in, he traced the mercurial substance on a rocky surface, and it resonated with his magic when he empowered it, allowing him to see and hear beyond the wall. It was like a one-sided mirror, and he spied on Shining Armor and Trixie, the latter running a hand up the stallion's leg. He tensed up, forehead beaded in sweat drops.

“Sorry. Still can't quite do it,” he admitted with his head bowed.

“Aw, that's too bad. Trixie is admittedly curious. And it does get lonesome here sometimes.” Growing bolder, she fondled his crotch through his pants, but he barely stiffened at her playful strokes. “What, is Trixie not sexy enough?!”

“No, that's not it! Just...I need an emotional connection, you see? You're really cute and all, but I barely know you! And I don't think I'll ever really be over Cadance. Plus, with Beatrix and all, well...it's a lot to take in.”

“Come on.” Playfully she pushed him back, crawling atop him, her cleavage overflowing and almost spilling from her leotard's top. “Trixie'll...I'll take care of you,” she offered huskily, breaking character to level with him. She straddled him, planting a kiss on his snout tip. “We seem compatible, and I'm not getting any younger. Why don't we give it a try, huh?”

He considered for a moment. “Okay. Just a few dates first, alright? No need to rush it.”

“Fine. Trixie can be patient.” She snapped back to her usual self, rose, and dusted her costume off. “Oh, and you can come out now, Beatrix Belladonna! No need to spy on us!” Sheepishly, their daughter popped up from behind the treasure chest.

Pacific crowded around them to watch, bent over with hands clasped behind her. “Can they hear us?”

“They can't, thankfully,” Sombra said; sounding somewhere between amused yet bored. “Pity. I was hoping for something a little more substantial than this. Still, this could prove to come in handy. Yes... I'm sure I'll make good use of this,” he concluded as Inky wiped the window away with a silk napkin.

He would have to be conservative to make the most of his supplies. Given how secretive Beatrix was, surely she wouldn't notice that she was bag short of tricks up her sleeves. And even if she did, there wouldn't be much she could do to stop him. She knew he was far greater than any unicorn present here.

All Sombra needed do was keep abreast of their maneuvers; especially with whatever Fancy was planning. No matter the consequences of his actions, he assured himself with a grin, he would gain full control over the situation to make sure he would thrive and prosper for years to come.

Chapter 5

Once packed up, the party started its slow journey ever deeper below Equestria. The occasional gemstone embedded in the rock lit their way, reflecting off their skin and casting always growing shadows. In contrast to many of them, Sombra felt at home in the darkness, feeling it was more true to their nature; despite the society they'd built, ponies were nasty, selfish creatures at heart, who looked down on other races and tried to infect Equestria with 'friendship', a parasitic, corrupting force which stripped individuals of free will. Many had been seduced by it, fallen prey to it, sacrificing their own individuality.

He could almost thank to the Eldritch for stripping away all the self-righteous hypocrisy that once governed the land. Yet when Inky and Pacific pressed close to him, he felt a certain serenity, the closest thing he'd felt to love in so many years. He shook the idea away. They were useful to him, and he had to admit some affection for Inky in particular, but he couldn't allow her to tame him as he intuitively sensed she wished. Domestic bliss bored him, and he wouldn't let anyone decide his destiny.

A hand was currently buried under Inky's gown, kneading a tit, the other slid down Pacific's boot shorts, groping her wide ass. He enjoyed their soft coos, the way others looked on in disgust or turned away in shame, denying their own base natures.

Limestone returned, her face covered in dust and her heavy clothes in grime. A hardhat sat atop her head and a pickaxe was strung over a shoulder. “Better put a few more miles between our old position.” She spat to her side.

“Excellent work,” said Fancy who kept Fleur drawn close to him, despite the fact that she was his bodyguard. He wiped his sweaty brow, the air stifling, always running too hot or cold dependent on the area. “Let's rest a while, shall we?”

Limestone nodded. “Break time!” Her yells echoed down the tunnels and the scraping stopped.

Everyone was beginning to settle into their small groups and tents laid out for privacy. And just as Beatrix was about to be with her father and mother, a slithering voice halted her. “Come, Beatrix! I am in need of your services once more~” Her mother and father gave her a puzzled look, but all she could do was force a resigned smile before wandering over to Sombra.

“Fine,” she muttered like a petulant child. “What's your pleasure today, master?” She yelped when he suddenly seized her. “Oof,” she cried when he tossed her onto a stack of blankets his lovers had placed. “Ouch, not so rough, damn it!”

“And yet your body wriggles and squirms whenever I am. Imagine that,” he chuckled while making sure his two followers kept her arms bond. And even with her legs free to kick about, there was little that she could do to stop him. He sighed in triumph; taking a moment to admire the way her leotard hugged her physique before seizing its top and shredding it open.

Her breasts flopped free for him to grab, but before he could, eyes all over the fabric popped open and a mouth full of swirling teeth appeared, letting out an inhuman scream. This made Inky and Pacific yelp, releasing her while Sombra merely jumped back a bit; clear astonishment on his face. “What in the world... your costume is alive!?”

“Yeah, it's like an extension of me. It can repair itself, too. Best not to piss those creatures off too much,” she warned. He shred her costume further, exposing her navel, and finally baring her smooth labia to him. Tensing up when he traced the tight outer cleft, he teased out her swollen clit, which slid from its hiding place, slick and engorged with blood.

Sombra would note himself of that as he carefully peeled the rest of her costume; exposing her navel and finally baring her smooth labia to him. He could feel her tense up when he traced the tight outer cleft before teasing out her swollen clit; watching it slid from its hiding place, slick and engorged with blood.

Gradually he spread her lower lips with a pair of fingers, exposing the glistening pussy meat, walls connected by threads of mare juice. He slowly breathed in the sweet tang, enjoying how she squirmed. “Your father looked disappointed in you when you answered my call,” he scoffed.

“You're not my daddy. Save that for your slave-sluts!” This earned her a hard slap across her cheek before she yelped out when he tightened a fist around her throat. Her hat fell away when her head tilted back and he studied the eye-like Prima Materia which kept her cape clasped around her neck. A ominous glow lit his ruby red eyes as he sneered at her. “You'd...better watch it.” Small tears painted the corner of her eyes.

“Sorry, but I only show mercy and care to those labeled as my 'slave-sluts'. Perhaps if you behaved like them, I might be less willing to harm you~” Having experimented with the vials they'd stolen from her, Sombra had prepared this by taken the contents of one well before calling her.

He yanked her by the mane to kneel before him, Inky and Pacific undoing his silver armor in separation while he flung out his semi-erected penis to smack against her face. She stared cross-eyed at it, precum sliding down her muzzle.

Hands tightened around her skull when he forced her mouth onto his stallionhood. Brutally he swabbed her throat, and she choked and gagged, her gullet filled when he pressed all the way in. Exchanging smirks, his concubines shared another potion between them, which burned them to the loins. Belladonna blinked in surprise when Pacific suddenly slid under her, spreading her legs, and Inky pressed upon her back. Her eyes widened when she was suddenly speared between their newly-formed dicks.

“Umph,” she hissed, triple-penetrated amidst them. Her insides were scraped, and she blushed, dripping wet despite herself when her biological urges took over. Her cloak was torn off and cast aside, her hair pulled, her buttocks spanked and her tits slapped about. He needed to properly break her in too, to remind her that she was his property whenever it pleased him!

“C-can't hold on much longer,” admitted Pacific who felt the cunt she was buried in milking her in desperation.

“Me either,” lamented Inky who figured it was due to them not being used to their new tools. “Fun as this is, I hope it's not...permanent-” She and the raveslut squealed, and started to directly unload into the would-be conquered bitch.

Sombra withdrew, trails of saliva and precum sticking him to his fucktoy's maw. “Open your mouth wide and stick out your tongue.” She did as instructed, and failed to shut her eyes in time, the first torrent of his splooge spraying all over her face. He jerked himself all over her, dousing her mane, painting her tongue, coating her body all over, the substance he'd ingested increasing the volume of his release many times over. She almost vomited up his cum, all but bathing in his release.

Sombra finally came down and laid onto his back, panting and sweating profusely and feeling unusually tired. Normally, he would be more eager for another round after the first orgasm. Just when he was beginning to think something wasn't right, he heard Beatrix suddenly cackled. “J-joke's on you!” She coughed up more of his jizz, which slid down her chin and curves. “Those concoctions you all took? You'll feel sore and drained for days!” She easily pushed Inky and Pacific off, her gaping holes spewing out a steady white trickle. “Exactly what you deserve!”

Sombra wanted to believe it was her usual smug bravado, but his head ached and swam; barely able to keep his footing. He growled at her at the realization. She either must have either must have prepared should someone ever steal her potions, or even simply took advantage of the situation. Much like her opportunistic mother. He let out a grunt as she shoved him flat on his back. All he could do was watch with a flustered expression not familiar to him as she straddled him; taking his burning, sore dick into her slimy pink canal.

He couldn't get rid of his erection due to the potion, probably wouldn't be able to for hours. Nor could his lovers intervene, similarly half-asleep themselves, like they'd been drugged. Which he supposed they inadvertently had. Cackling like the witch she was, she rode him like he was her personal broomstick, relishing in the chance to render him powerless for once!

“Incomparable witch!" He hissed through his groans and pants as his eyes oozed out magical haze that had become signature to his use in magic. "You think your father would be so proud to know you the best of me, don't you? You may hide it, but I can see how badly you want his love! All the adoration and attention that he's given his true daughter that would be wasted on the inter-dimensional criminal he spawned! But deep down, you know he'll never give it to you! Your father would disown you if he knew what you're really like. I bet he wishes you died in Flurry's place!”

“Shut up!” Her nails raked down his chest, drawing blood, while she continued to hump him. “Maybe he does love sister far more. It doesn't matter.” She slammed atop him, her chest and backside bouncing, determined to dish out some of the same humiliation he'd made her endure and take her own pleasures. “Just be thankful I'm not driving a cock up your ass...yet...”

Not that she really intended to, but she grinned, watching him squirm at the idea of having his masculinity and authority challenged. Her eyes rolled into her head, and she lit up her horn, wrapping his slaves in her aura and pulling them close. They were too exhausted to resist, and she exchanged cum-swapping kisses with them, a little bit of payback to them too before her nethers started to quake. She tensed her loins, squirted all over him, moaning in satisfaction while her urethra throbbed.

“Oh~. Next time...I'm going to make you regret this little stunt. Believe me, it will not be this easy to have me under your whim,” he threatened, glaring up at while she her huffed on top of him.

“We'll see, Sombra!” She patted his cheek a couple of times. “Don't trick a trickster!” Rising to her feet, her costume materialized back upon her, repaired. The tongues on her attire were licking her drenched body clean.

Watching her practically skip away with a whistle, he was stuck between admiring the girl in outsmarting him, and loathing the wretch for making a fool out of him. Surely, it wasn't that easy to beat him in the other worlds, right? Of course, she must have had plenty of help and multiple chances.

But this would remind him to not underestimate her anymore. If all his counterparts had made the same mistakes that led to their defeats, he would make sure his own ego was in check before letting this petty sow walk all over him again. Oh yes, he seethed to himself. He would make damn sure of that.

*****

Returning to her parents, Shining Armor and Trixie shared a cup of steaming tea. She smiled to see them getting on swimmingly. Hoping that she wasn't interrupting an intimate moment, she sat with them. “Hey, Beatrix.” He mussed her hair a tad. They'd taken shelter quite far from the others, almost like they'd considered making love for the first time but thought better of it.

“Welcome home,” offered Trixie. “And what has my little hellspawn been up to today?”

“Oh, a little of this, a little of that.” She chuckled at her teases, kicking a heeled boot. “Good to see-”

“Shining Armor?!” A voice came from nearby, and they were instantly on their feet, the Paladin reaching for his sheathed sword. “It is you!” Twilight stepped forward, followed closely by Sunset who trailed after him.

“T-Twiley?” He barely dared to believe it. “You're really-” He blushed with disapproval at her scant costume, but shook his prudishness aside, and accepted her warm embrace. She choked back sobs, and a dab of liquid pride escaped him too. Her plume wrapped around his strong back, both having assumed the other had perished all this time.

“Hey.” Sunset waved to them too. “Uh, nice to see you Trixie, and-?”

“Beatrix Belladonna.” She shook her hand. “Good to see you again! Er, I mean-”

“We'll explain later,” said Trixie. “Who else survives? Starlight-?”

“We don't know what happened to her. Sorry.” Twilight pursed her lips. “We have our own clan back in the Badlands under Spike.” She rattled off a number of survivors. “Looks like you've done well, too!” She peeked around the corner, studying the other camp members who hadn't noticed them, and stopped with a gasp. “Is that...Sombra?!”

“Yes.” He sighed in defeat. “We don't have much choice but to rely on him.”

“Well, with Spike's forces he won't be necessary anymore.” Twilight crossed her arms.

Shining raised an eyebrow. “What's happening over there? Why are you two dressed like that?”

“Spike's become the Dragon Lord,” she replied defensively covering herself. “I'm...I've become one of his lovers!” She turned her head aside with a snarl, already knowing he wouldn't approve. “What did you expect us to do? I-”

“She's fought hard for everyone,” defended Sunset who hugged her. “We all have. Spike has this idea that if we breed enough, we'll be able to repopulate Equestria. He's the sole male left in the Badlands, so-”

“He's turned you all into his personal whores!” Shining clenched his teeth.

“How dare you!” Twilight pursed her lips. “I can't believe this! You have no idea what it's been like!”

“Look. Let's start over,” said Sunset who carefully came between them. “We're all tired, I'm sure. I'm not really sold on Spike's plan myself, but he's treated us well, and kept us safe. All his lovers have been willing, I'd made sure of that. Not to mention I'm pretty sure it was Ember's idea to begin with. A harem is a status symbol to a Dragon Lord, to show his right to rule.”

Shining relaxed his taut muscles, but he still seethed at the idea of his sister being treated like a piece of meat in his mind. She was perhaps the smartest and most powerful creature left in Equestria, and it baffled him to think she'd lower herself to anyone, even a dragon! He turned his back on them. “Well, you'd better come in and meet with our leader, Fancy Pants.”

He stalked off, and ignored the calls of Beatrix, brooding over recent revelations.

“Well, nice to meet you!” Belladonna beamed awkwardly to lighten the mood. She took Sunset's offered hand, and Shimmer's eyes turned white, peering into the mysterious stranger's soul. “Huh? What just happened?”

Sunset withdrew her handshake. “Sorry about that, but I had to make certain you're trustworthy.”

“S-so...what did you see?” She forced herself to retain her smile.

“Don't worry, I didn't read deeper than necessary. I got the sense you mean well, at least. Oh, and that Prima Materia, as you call it? Not necessary to use your powers at all. Sure, it does contain magic, but it's all in you. Your spells failed when you started to doubt yourself. It's not unlike what Shining Armor is struggling with right now, I think.” She smiled back sympathetically. “I saw something else, too. That you're somehow connected to the Eldritch. What is the Necronomicon?”

“Uh, it's a long story...” Beatrix patted the ground when she settled into down.

Twilight nodded to Sunset. “I'll go on ahead and meet with Fancy, you all catch up! I'll come back soon as I can.”

A circle formed around Belladonna, and she looked between her mother and this newcomer. “Well, Trixie already knows a lot of it, so maybe it'd be faster to read my soul or whatever it is you do?” She started to share her tale anyhow, taking their hands. She'd formed a friendship with another Spike when she was little, a dog version who was somewhere between that and a drake when she and Flurry had brought him to Equestria. They'd fed him some potions, enhancing him as they befriended him.

Sadly he'd died to save their allies. No matter where she traveled, death seemed to follow. Again she doubted the validity of her continued existence, convinced she was like a bad luck charm, a weight around the neck of those she loved. In her gloomier moments, when she was alone and left to contemplate her short life, she'd considered ending herself a number of times.

But for all she knew, like destroying the Necronomicon, the loss of her body could make things even worse. She looked at her abomination-infested clothes. Would she unleash a series of monsters? Overcome by melancholy, she hated to admit how much she and Sombra had in common. They were both enshrouded by shadow, both detached from a world they never quite fit into.

*****

A swish of claws and snap of teeth filled the air, Spike spreading his wings and taking flight between his sparring partners. Lava rolled nearby, sending waves of heat that rippled out. He'd been worried Autumn Breeze wouldn't be able to take it after a time, but she moved to support Ember and Smolder unhindered, nearly poking him with a spear. Dragons didn't mess around when it came to training, and if there were wounds or in rare cases casualties, well that was just a sign one was too weak to live!

It was perhaps the ritual he liked least, but there was a certain rush whenever they competed, especially since they always wore the flimsiest costumes, like they were just waiting for him to rip them off. Something he relished, toothily grinning, chasing them down despite the fact that they were swifter and more agile than he, easily able to win between the rocky hilltops.

“What's the matter, Dragon Lord? Can't keep up?” Smolder sailed ahead with a wiggle of her backside.

“Maybe he needs some more encouragement,” teased Ember who darted around him.

“Wait for me,” called Autumn Blaze who was running below while the scenery raced by them.

“Sorry, too bad you can't fly-” Smolder spun when he was atop her. “Hey, no fair!” He chuckled, having taken advantage of the distraction to swoop in, snatching her top and studying her bared orbs which wiggled freely. “Hmph, lucky shot!”

Taking her own opportunity, Ember butted into him, and they crashed atop the side of a volcano, rolling amidst clouds of black smoke. She straddled him, pinning him down, and laughed when he used his tail to undo her top too. “Perv. Not that I blame you. We're all irresistible! So then...” Her smirk fell. “What exactly are Twilight and Sunset up to?”

“A Dragon Lord doesn't need explain himself,” he reminded her, his smile falling too.

“Come on,” said Smolder who flapped her wings, carrying Autumn in her arms bridal-style and touching down. “Be honest, you like those two the best, don't you? We scoured the whole Badlands and couldn't find them-”

“So they must be on some sort of special mission!” Autumn hopped up beside them, flicking her tail about.

“Maybe,” he admittedly rather sheepishly. “I know I agreed to your plan, but...if there are other survivors out there, I can't just let them waste away. Not when I can help them. So I asked those two to make contact on the sly!”

Ember shook her head. “Of course we'll respect the Dragon Lord's decision, but are you sure about this?”

“I think it's a great idea!” Autumn hopped in place. “That'll mean lots of new friends!”

“And more competition,” reminded Smolder who crossed her arms. “That goes for all of us!”

“Yeah, I doubt any stallion could replace a dragon!” He chuckled to himself. “But seriously, I don't care. I have to out what's best for Equestria first, and sure, it's a gamble, but with our combined forces maybe we can finally strike back?”

Admittedly he didn't want to do anything reckless, but they'd been hiding out here for so long, biding their time, and some of them had gotten complacent. Himself included, he'd realized. He didn't want to end up like one of those ancient dragons that grew fat from lazing around on a bed of riches they'd never use. It's why he pushed hard to keep in shape with them. Not to mention the pleasant little games they'd play. Autumn Blaze always made certain they never took things too seriously!

Like now, when she was singing and dancing, shimmying in her scant tied top and bikini-styled bottom. She raised her hands, running them through her curls, the draconic blood running in her allowing her to endure the heat and ash that swarmed around them. As reward for backing him up, he drew the giggling Kirin close, kissing her while their tails touched.

“So saccharine,” said Smolder with an eyeroll. “Well, we'll try it your way, Dragon Lord.”

Ember nodded, and rose back to her clawed feet, a hand resting on her scaly hip. “Let's just hope it works out. We'll probably only have one shot at this. One bad encounter with the Eldritch and this could all be wiped away.”

“Yeah, yeah.” He tried to sound flippant, but knew it was true. “Autumn? I know you're a skilled warrior, but at times like these, well, maybe it's more important to build our numbers, you know? What I'm saying is-”

“You'd like to mate with me next.” She beamed. “Sure, I'd love that!” Without hesitation she undid her top, tossed it aside, and let her breasts bounce loose. She stepped out of her bottoms too, completely unashamed of her nakedness.

Smolder nudged the other dragoness. “Should we sit this one out?”

“Better not. Don't want to fall any further behind,” muttered Ember who realized their new ally outdid them again.

“Kinda regret the whole 'Spike should be our new Dragon Lord's, huh.” Smolder shrugged. “I mean sure, maybe our pride is at stake, but that'll be the least of our troubles if the Eldritch roll around in full-force like before.”

“Hopefully their numbers haven't been replenished, either.” Ember scratched her chin. “Hey, do those weirdos even mate?”

Deciding such questions were unimportant for the moment, the duo undressed to, Autumn already undoing what little Spike wore for sessions that always tended to end the same way. But this time he wouldn't bother with the contraceptive potions he kept tucked in his sack, at least not with the Kirin. From the eager look on her face she was quite ready to be bred!

Taking the lead, she settled onto his crotch, rubbing her nethers upon his sheath to tease out his twins. “I want to try something new! I mean, I'm okay with anal, even rather like it, but maybe if you want to plug that hole today you could use your tail? I want to take both those bad boys inside me,” she explained tracing her wetted slit with careful strokes.

“Er, you sure? One's already pretty comfy. Might not feel too good,” he warned.

“Positive! I'm half-dragon too, I can take it!” She stroked the topmost dragonhood, coaxing it into her like usual, letting it split her open with a soft murmur. Then she gradually started to work the lower one in, and he sighed in bliss, the ridged pink extensions rubbing into each other while they filled her. It was an almost uncomfortable fit, leaving her barely able to move.

She rubbed the bulge distending her stomach, gently squeezing her marehood around him, while he prodded her backdoor with his spaded tail until it slowly sank into her anal ring. Her snout pressed to his in a slow, sensual kiss, arms wrapped around one-another when he sat up to face her. Not to be outdone, Ember and Smolder discarded their coverings, and slunk down beside the pair, taking Blaze's ears into their snouts while they nibbled, licked inside, and suckled on them.

Giggling while they felt her up, Autumn slowly rolled his girths inside her, his palms encircling her buttcheeks. Their tongues interlocked, and his chest contracted, barely able to take how tight she was. “Careful now.”

Would she be able to take both barrels at once when he inevitably let her have it? He didn't even want to consider the consequences if she couldn't! “I'll be fine,” she assured him. “But you're so sweet to worry about me!”

Winking around him, she milked him with her canal, eyes glazed in euphoria and cheeks stained. “Give me your seed, Dragon Lord! I-I know my duty, and it's to bear your offspring, so that Equestria might continue!”

Unable to restrain himself anymore, he lost control, balls swelling and rods throbbing when he loosed a tsunami into her uterus. The force was such that she wailed and climaxed with him, her insides painted when she sprayed buckets-worth all over his musculature, her tummy speedily expanding from his barrage until it looked like she'd been impregnated many times over.

Riding out multiple orgasms, her face warped in stupefied bliss, reduced to putty within his claws. Her mind went blanked, numbed to anything but the joy he inflicted on her, legs kicking and tail twitching when she completely surrendered.

It was too much. She slipped unconscious, smiling in a dopey manner, limp atop him while small streams continued to shoot from her peehole. He smashed her soft form to him, eggs dispensed from her ovaries sloshing in an ocean of his cum. There was no way she wouldn't bear fruit for him after he'd so thoroughly ravaged her sweet garden. “Thanks, Autumn.”

Cradling her while the dragonesses cuddled up to them, his thoughts turned back to Twilight and Sunset. If their mission proved successful, perhaps he'd discover some of his old allies still lived. It was a secret hope he held onto all this time; a faint hope that Rainbow Dash, Applejack, Pinkie Pie, and Starlight Glimmer, amongst so many others might still be out there...

*****

An impromptu meeting was called by Fancy Pants once he had the lowdown on their new would-be allies. Everyone was invited to attend, as this could decide all their futures, and they gathered in a spacious cavern, most choosing to stand. “Ahem. Thank you call for coming,” the debonair stallion began. “As you can see, Twilight Sparkle and Sunset Shimmer survive, as do a number of old friends from what they've told me. Spike wishes to arrange an eventual summit with us in the Badlands.”

As chatter broke out throughout the cave, Sombra stayed away as his eyes pierced through the shadows. Flanked by Inky and Pacific, they were all brooding over the revelation that Twilight Sparkle and, to Sombra's dismay, Spike survived. It was bad enough knowing that he'd once beaten him by a stroke of luck, but now his position was in seriously threatened. No doubt all the mares and allies would flock immediately to his side for being such a great 'friend', let alone potential lover.

Would they honor their desperate bargain with him, exile him, or worse betray and imprison him? He was not about to sit there and find out if they truly were about 'fair-play' so they had claim! So far, the only thing that he took solace in through observation was that Twilight and Shining seemed to be avoiding each other. A hint of bitter sibling rivalry? His mind worked fast in finding all the potential possibilities to exploit.

“Ahem!" Sombra coughed loudly; boldly deciding to risk drawing all attention to himself by strutting forward. “Forgive my intrusion. We're all pleased to hear how...Spike is alive and well. But I have to ask; are the Badlands really a good place to hold a meeting? It's hardly fair ground, seeing as his faction would clearly hold all the negotiating power there.”

“True.” Inky followed close by his side. “And it's the fault of the dragons we lost so many to the Eldritch.”

“Wait a moment,” called Twilight who curled her lip. “That's not remotely true!”

“Isn't it?” Inky crossed her arms under her breasts. “Why, didn't they claim ponies were weak, and rushed off to battle by their lonesome, turning their backs on all the other races? In fact, from the rumors I heard, Ember's father went mad in the heat of battle, turning on his allies and butchering tons of his own kin,” she finished to the gasps of many assembled.

“It's just as she said! Clearly, we cannot trust them,” stated Sombra as he marched before the clustered up mobs. This was a dangerous gamble. It could backfire hard if he wasn't careful. But as he walked higher among the crowd, he was already starting to see the doubts in their eyes. His voice found more strength as he spoke to the superstition and prejudice in their hearts. “What if the whispers being weaved are to be true? That Spike has used the opportunity to seize power as the new Dragon Lord, and turned all his friends and companions into his concubines? And you all call me a tyrant and a madman! If his is indeed more noble than I am, why would feel the need to do this to his own comrades? It would seem even the former Elements of Harmony, who failed Equestria in its most dire hour of need, are little more than raw meat to feed the lust of his loins!” He pointed accusingly at Twilight.

“That's not-” But she shrank before all the eyes upon her, even her brother's who smoldered, desperately wishing she could simply blink away. The crowd was turning ugly, resentful about how abandoned they'd felt, while their supposed saviors were off enjoying themselves. Sunset moved to support her, while she wondered how Sombra knew all this?

It took him a good effort not to smile smugly. Using the stolen potion, he'd spied on the camp with Inky and Pacific a few times; gathering small snippets which included their most recent conversation upon arrival. Fancy attempted to call order, the hackles of Fleur and Inky raised when they fingered their weapons, paranoia rife while they squabbled over who to trust and what would be best for their survival.

Stepping back, Sombra allowed this little drama to play out; impressed by how well Inky handled herself. No matter how this turned out, he'd cast a shadow of doubt upon their alliance; leaving him room to sew the seeds of doubt at his leisure. Why, perhaps he wouldn't need to do anything! Once Inky and Pacific managed to leave the crowd themselves, he pulled his concubines close, planting a kiss on both of their brows.

"Excellent work, my pet!" He praised Inky before placing a bigger kiss to her lips; making the pale pegasus swoon as little hearts could be seen in her eyes. She wrapped her plumage around him, palms placed upon his breastplate.

“You're a real bastard, you know that?” Beatrix said, arms folded under her bust while approaching him with hatred plain on her face.

“You lot don't seem to understand. Everyone will yearn and call for a hero... when a villain has more impact on the story," he stated, his eyes returning the glare. "I would hope your travels through dimensions would make you wise enough to realize that black-and-white morality is what kills. In order to live, you must be cruel. And I'll go down as the cruelest of them all if it means I died fighting with my very last breath!"

“Well said, Sombra" A new voiced echoed in the cave. Both unicorns turned to see Diamond Tiara stroll up to them. “And that's why its so obvious Fancy can't keep order here. Also, I'm not sure about Spike now, so...” She took a deep breath, using the cunning wit and spoiled arrogance her mother blessed her with. “I'll vouch for you...if you'll have me, that is...”

“Mmm~” He pretended to consider; cupping her chin while circling around her like a shark in water. Smart, beautiful, a creature of status and once great wealth before Equestria's current state rendered that almost meaningless. Like Inky, she intuitively sensed he was the most dominant stallion left. No, that wasn't right. He had always been and she couldn't admit it for fear of being shamed by her so-called friends.

But it was a different world now. “Yes, you'll do nicely, Miss Tiara. I can assure you this. Stand with me, and those that would look at you as burden will no longer impose on you. They never respected you and you should never put up with what others think of you. Come.... You're safe with me,” he insisted as he offered her his hand; ignore the daggers being glared at him by Beatrix.

“Welcome to the team,” said Pacific who whistled carefree. “You're such a cutie-pie!”

“Naturally.” Diamond stuck up her nose. With the loss of all her old friends, she'd fallen back on what she knew; scheming and bullying her way to the top. Why should she be shamed for her natural talents? What did it matter if he was the devil? Maybe that was what they needed in this more barbarous age! He'd look after his own, wouldn't he? Especially once he put a foal in her; she'd be a top prize to the conqueror!

Besides, she'd been impressed by his speech, the way he commanded the situation, like her father would've were he still alive. Fancy was too soft. And while Sombra still frightened her some, she was simultaneously drawn to that same darkness, a stud worthy to dominate her. So with no further hesitation, she took his hand.

*****

“I...I failed.” Twilight wept bitter tears. She'd headed back to the surface, the winds howling around her, an occasional skull or set of bones buried under the sand. “Celestia, Luna, I'm sorry.” She stared at the sun and moon transfixed in the sky; constant reminders that they'd all failed and doomed Equestria to its current listless state. “What will we tell Spike...?”

“You did what you could.” Sunset held her. “It's all Sombra's fault.”

“Indeed.” They spun to face Beatrix, who'd sneaked out to shadow them. She waved to Shining Armor and Trixie, who she'd pushed to come along with her. “Come on, don't you have more to say? You came all this way, after all!”

“Hey Twiley. I'm sorry. I was wrong.” He bowed his head. “What I said was shameful. It's just I couldn't stand the idea that you were just being used. Spike was a hero to the Crystal Empire, and I thought he was taking advantage of that, after all you'd done for him. I'm a hypocrite. Cadance, Flurry Heart, my men...they'd all be so disappointed, if they could see me now.”

“I don't think so.” She lifted his head. “Would you consider coming with us?”

“I don't know. I'd like to, but I'm afraid what Sombra'll do in my absence. I mean, maybe I can't stop him, but he'll probably think twice about a few things while I'm around?” He turned to Trixie. “Plus, I won't leave her behind. We, um-”

“We're dating,” explained Trixie with an apologetic grin. “Has Sunset told you all about Beatrix Belladonna?”

“I didn't really have time with all that's happened,” admitted Sunset. She laid out the story quickly as she could, Twilight listening and somewhere between bewilderment and fascination. “That's pretty much the gist of it. Guess there are lots of parallel worlds out there, huh? Kinda like when...you know.” She stopped herself short of mentioning Starlight Glimmer.

“It's okay. Trixie is certain Starlight's still out there,” she announced with renewed hope.

“I hope so, too.” Twilight shared her warm smile. “Will you at least think it over?”

“We should do it,” said Trixie who wrapped an arm around him. “You'll play the spy for us here, won't you hellspawn?”

Belladonna laughed with her. “Sure! I kinda still owe Sombra a favor, anyhow. We did strike a bargain. And maybe I have a little more of Shining Armor in me than I thought, if I'm willing to honor it? Hey, remember that diary you used to have, Sunset? Don't look at me weird; remember, I knew another you in my own world. Anyhow, do you still have it?”

“Yes. It's my most prized possession.” Sunset removed it from her satchel. “I think I see where this is going. Twilight still has hers, too, but we we haven't really needed it until now. You seem trustworthy, so I'll entrust this to you.” She handed hers over.

“Trouble is, will it work for me?” Beatrix stroked Sunset's cutie mark emblazoned on its cover.

“Not sure. You may have to modify it with alchemy, but that's what you had in mind, right? A way to keep in contact over long distances. We can't exactly pop in whenever we wish, not after that stunt Sombra pulled.” Sunset sighed.

“I'll see what I can do,” said Beatrix who cradled the book to her chest. “Thanks!”

“Well, that settles it. We're free to leave,” said Trixie who kissed the Paladin on his cheek.

He colored and chuckled nervously. “Yeah, suppose so. Be careful, Beatrix. I think you can take care of yourself, but don't get in over your head, okay?” Flicking her nose, he headed over to his sister. “I know you'll make your parents proud.”

“I-I will,” assured Belladonna as the old doubts crept in. Heroism didn't come naturally to her, like it did to them. Flurry had always been the kind-hearted one. She waved to them, waiting until they blinked away before her smile fell. Standing alone again, she hugged the diary closer to her, ears twitching while she listened to the desolate, almost serene ambiance.

She turned and started back towards the single place she might be able to squeeze into, and descend back into the tunnels, when a hazy movement amidst the sandstorm caught the corner of her eye. Freezing, she saw the gaunt figures skulking about, flesh so thin she could see the skulls of the Eldritch underneath. “Oh shit!” For a moment she was trapped by indecision.

Had they spotted her? She couldn't risk it; head back home and she'd give away their hideout. And if she opened up a portal to escape? Well, she wasn't so certain she'd be able to easily return to this universe; her powers were still unpredictable. By the time she made her way back years might have passed and she could discover they were all dead.

Committed, she broke into a run. Her fist reached under the cape, tracing over a variety of vials, wishing she'd made more of those vines her version of Sunburst once crafted. Most of these potions weren't for combat. Dust clouds kicked up under her heeled boots when she instead turned to her mother's old tricks, in particular the colorful smoke bombs.

They allowed a sort of short-range teleport, usually used for a swift escape. A little sleight-of-hand would have to do!

However it appeared the Eldritch were out in large numbers, scouring the deserts for any trace of life, certain that survivors must be hidden here somewhere. Their alien voices, cast between their numbers which served as a hive-mind, echoed in her throbbing skull. She could intuitively understand pieces of their conversations. They hunted for the smallest traces of life.

Her lungs burned to suck in more air while she ran-and-ran, heedless and without any real direction, just trying to put all the distance she could between them and Fancy's crew. Under one arm she carried Sunset's diary, her skin soaked in perspiration, hairs sticking to her cheek. And when one neared her, ghost-like in its silence, she threw down the bomb, a many-hued miasma rising around her while she popped up a ways away. She didn't understand how it worked, but refused to question it!

Looking over her shoulder, she'd put some distance between them, and almost breathed a sigh of relief. But she couldn't stop and congratulate herself yet! “Yikes,” she cried when the dirt suddenly gave way below her, sucking her into a pit which quickly closed around her. She toppled downwards, breathing in particles that filled her mouth, nostrils, and costume.

“Ugh.” She landed on her tailbone and rubbed her no doubt bruised behind. “Well,” her voice echoed in the ruins she found herself in. “This is rather embarrassing! I didn't know it was actually possible to get sand in one's vagina!”

Rising, she took a look around. It appeared she'd discovered some sort of buried shrine. One carved from bone, like the Eldritch manufactured, blood lighting up sections of the machinery mixed into the columns and churning. She shivered, feeling unnaturally cold, vulnerable. The eyes and mouths all over her outfit were going berserk, twisting and snapping. Normally she might tell them to settle down, but rather than unnerve her they were almost a comfort, so she didn't feel so alone.

Had her pursuers intentionally lured her here? Perhaps to sacrifice her? She'd seen the way some of their captives had been mutilated, and her stomach turned, the grotesque evidence of their handiwork all-around her in the form of their buildings. She reasoned there must be a small civilization here, but it appeared to be abandoned thus far, her steps echoing in the gloom.

Bloody pools glowed and cast a hellish vermilion shade over her. A low hum vibrated. Finally she came upon what appeared to be an altar, and spotted a ribcage of some humongous beast upon the slab, a naked woman huddled upon it.

“H-hello?” Maybe it was a trap, but she felt compelled to approach the stranger. Gasping, she almost dropped the diary.

The succubus was superbly-shaped, like all her kind, archetypal in her design with lustrous crimson skin, silky black hair that came to her lower back, and slit-like golden eyes. Her fingers and toes were claw-like, the membranes stretched between leathery wings, and her tail was spade-tipped. “Sister? You actually came,” she managed in her sultry voice.

“Impossible.” It had to be a trick of the Eldritch...didn't it? Yet it appeared she was Bellatrix Primadonna, once a wandering demon within the Necronomicon, twisted by the Sombra of her world into her doppelganger until he'd slain her.

Whatever the case was, she couldn't simply abandon her. Cautiously, she wandered closer to the kneeling devil.

Chapter 6

“So you recognize me, sister?” That seemed to confirm Beatrix Belladonna's theory that this was the real deal; unless it was a trick of the Eldritch? Was she being too paranoid? Intuitively she was rather familiar, at least, not some copy or otherwise alternate version of the demon. Her hands clasped around the ribs that caged her. “But I saw the Sombra of our world kill you.” She'd been impaled on his horn, a powerful spell charged through it, reducing her to giblets. “I mean, I'm happy, but-”

“Yeah, it's me.” Bellatrix Primadonna tilted her head to one side. “Maybe you should just abandon me.”

She quirked an eyebrow. “What? Why...?”

“Well, I'm not bound to you anymore, for one. Ever since I was reborn, your magical hold over me was broken. That means I'm just another generic, wandering succubus again, not your personal pet.” She curled her tail about her leg.

“True...” She scratched her chin. Would she return to Sombra, her first master, once released? Like one trapped in an abusive but comfortable relationship? Sure, he wasn't the same version, but that might not matter to her. She certainly cared about the Shining Armor and Trixie here like they were her own parents! “Meh, I'll take that chance! Like I said, I can't leave you!”

“You're a real fool, you know that?” The demon giggled, showing her tiny fangs. “Why, I might eat you up, sister...” She drank her form in, licking her lips while Beatrix strained with no success to pull the tightly-packed ribcage open.

With a huff she bowed her head. “No good. Maybe a spell will-”

“Uh-oh. You've stirred 'him'...” Below Bellatrix slithered a sea of tentacles which emerged from small holes in the cool slab. Pink and rubbery, they were covered in pulsating suckers, drenched in juices when they started to coil around the demon.

All Belladonna could do was take a step back and stare, as the succubus was lifted up within her prison, coils wrapped around her wrists and ankles. More wrapped around her tits repeatedly. The titflesh spilled between the extensions, which spiraled about them several times over, the tips flicking her erect nipples. Coils grabbed her wings and pulled her tail.

While the Eldritch lacked any interest in sex, a succubus on the other hand needed routine sexual stimulation, or else she'd perish. And while the abominations had sacrificed most of the monsters they encountered when loosed like them from the Necronomicon, reducing the beasts to mere fuel, they had kept a small collection for study including this tentacled beast.

“Mmmm...aaahhh...” Primadonna's moans were cut off when one suddenly jammed into her lips, and rammed down her throat. Another pair were already rubbing between her fully spread legs and between her buttocks, leaving a gooey trail.

Blushing, Beatrix considered whether she should intervene. But the choice was suddenly made for her. “What the-” A tentacle slithered out, grabbing her ankle and lifting her upside-down. “Shit!” She cursed her carelessness, feeling a flesh nub crawl beneath her leotard. “M-maybe it won't be so bad?” Rather than fight it, she decided to ride this one out.

It certainly wouldn't be the first time. Usually these sorts of entities would end up docile for quite sometime once satisfied; it was only those who threatened them too much that were truly in physical danger. “It kinda tickles,” she tittered when it started to tear her living costume down the middle, until it slid away. Swallowing, she submissively opened her mouth to admit entry.

Bellatrix coughed when the one in her mouth withdrew, leaving her lips slathered in precum. “Ready, sis?”

Without hesitation the creature invaded his trapped prey, triple-penetrating them with one savage thrust. Battered between the protrusions, they buried themselves womb-deep, little suckers slurping all over their flesh, suckling on their nipples and clits while they twisted and pulled them.

The monster rendered them completely helpless, her hat and cape ripped away and tossed aside, their slick orifices pumped into with an ever-increasing tempo that left spatters of lubricant cascading from their twats.

Skewered between them, they hung suspended, bound in rapt submission. Much as she was shamed to admit it, being dominated like mere prey made her unbelievably wet; but then, why deny her nature?

Once it finished with them, they were deposited back in place with a thump, their tips spraying loads of splooge all over their panting shapes. Their physiques were slathered all over, dripping down them, leaving them in a sticky pool of mixed juices.

“Mmm...that's better,” murmured Bellatrix who stretched cat-like with a yawn. “Now, where were we, sis? Oh yes. The truth. Where to begin?” She rubbed her chin.

Beatrix sat up beside the ribcage. “Hmm, the beginning is usually a good place?”

“Yes, though that's pretty jumbled for me. I told you to stay away for a reason, and that horny tentacle monster had nothing to do with it! No, the Eldritch sacrificed a ton of energy to resurrect me. They're holding me hostage, hoping they'll be able to lure you to their side." She turned her head sideways, studying her with golden eyes. "You remember how entire worlds existed in the Necronomicon? Well, there are creatures like me born from the author's mind that managed to become 'real' and achieve self-awareness, like me. Anyhow, that makes me an anomaly.”

“So what you're saying is you're the one-and-only Bellatrix Primadonna in all universes,” mused Beatrix.

“Bingo! You wondering why the Eldritch didn't kill you and Shining Armor? They were hoping if they slowly tortured him to death, they'd eventually break your mind and spirit, and help convert you into what you truly are.” She pointed at the Prima Materia on the neck of her discarded cape. “They see you as their dark messiah, as you're the key to the Necronomicon.”

She slapped some oozing spunk from her udders. “But the dark tome is destroyed!”

“Maybe. But they think you can reconstruct it somehow.” Primadonna shrugged.

“That's ridiculous. I don't have that kind of knowledge!” But maybe there was some part of her that did on a subconscious level? After all, she'd explored pretty deep into its flesh-woven pages, uncovering its secrets.

“All I know is that the Eldritch want you to embrace the madness. They're trying to use me as leverage, but...you don't have to worry about me. I'm just another random succubus, really. Nothing special. My death won't be much of a loss. Hell, I already faced oblivion once. What's one more time?” She stared at her spaded tail tip, waggling back-and-forth before her.

“Well, I'm not about to let you die.” Beatrix rose, used a simple spell to cleanse herself, and summoned back on her outfit. “You're my sister, after all! And it's not like I could take Flurry Heart with me, what with her ruling the Crystal Empire back home!”

Despite choosing to strand herself here, at least she wouldn't need feel so alone with an old companion about?

In a bout of sudden inspiration, she slipped a smoke bomb through the ribs. “Here, use this.”

Tapping the sphere upon her prison, colored smoke pooled around the succubus, enveloping her, until Bellatrix reappeared outside the ribcage. “Hey, I'm free!” She flexed her leather wings. “Thanks! But you know the Eldritch won't ever stop hounding us. Unless you can find some way to stop them, they'll annihilate every Equestria in existence eventually.”

“Yeah, I know. I still don't understand what they really are.”

“You know that world of humans Sunset Shimmer came from? From what I can tell they originated from some planet called Earth, where the Necronomicon ended up, and took hold to the point where their cult eventually numbered in the millions. Their planet ended up destroyed, and they were sucked into the book when it finished with them, imprisoned until-”

“Until the tome was destroyed by the Sombra of our Equestria. Think I've got a pretty clear picture by now.” In truth she couldn't wait to escape this twisted shrine. "Let's blow this joint, okay?"

"Why not?" Shrugging, Bellatrix grabbed her, flapping her wingspan, and carrying her back to the surface.

Bursts of sand rose around them when they emerged. She coughed when the she-devil deposited her safely upon the dunes, the Eldritch nowhere to be seen. It struck her as far too easy to foil their plan; were they observing them now?

At the least, it appeared the weird sounds that the Eldritch telepathically cast were severely weakened now that they were much fewer in number. Like Equestria's surviving races, it seemed they too were possibly on the verge of extinction.

No more second-guessing herself. They'd have to make certain they gave them the slip, work their way back home, and hope for the best.

*****

“Forgive us, Dragon Lord. Our attempt to forge an alliance ended in failure,” admitted Sunset Shimmer in a formal manner who knelt before him, head bowed. “However, we did manage to bring a couple of old friends home with us.” She nodded over her shoulder at Shining Armor and Trixie, who waltzed forward to meet him. “May they remain with us?”

“Of course! Good to see you're both okay.” He sat on his skull throne, flanked by Ember and Smolder.

“Sorry we couldn't do better,” began Twilight but he waved the apology aside. Likewise, he shook his head when Shining started to reluctantly kneel, not caring much for such formalities. To his bemusement Trixie seemed casual as ever.

“Permission to speak freely?” He nodded to the Paladin who boldly stepped forward and cleared his throat. “To be frank, I'm not totally sold on your plan. It makes me a little uncomfortable, actually, the idea of a bunch of mares used to serve the needs of one male. I mean, I know herds existed before all this stuff happened, but...” Shining shook his head, the herd concept controversial even then, and accepted mostly because females outnumbered their counterparts many times over.

“Yeah, I get it. I'm not completely used to it, myself.” Spike's nails made more scratches on the giant skull. It'd been Ember's and Smolder's idea, but he'd let them talk him into it, so he owned up to the responsibility. “I was the sole male left in the Badlands, and if something wasn't done, our races faced certain extinction! But now that you've shown up? Well...”

Trixie grinned, following his line of logic. “What, this goody two shoes with his own personal harem? Well, I suppose under these extreme circumstances Trixie could learn to share, so long as I remain his first!”

“I-I couldn't,” he began as his cheeks blazed and he shuffled awkwardly.

“Oh, please! It's every male's fantasy! Plus, it'll help you get over your impotence,” taunted Trixie deviously.

“You're impotent?!” Twilight shouted it without thinking, then swiftly covered her mouth. “I mean, of course...after what...” She didn't finished the sentence, seeing how raw he still was after Cadance's loss. “I may have a potion for that?”

“Please, let's not talk about my sex-life anymore,” he begged.

“It's nothing to be ashamed of,” assured Sunset sympathetically. “I used to be pretty embarrassed too, when I, um, first crossed the portal and became a human.” She decided not to elaborate, leaving it to their imaginations.

Spike chuckled. “Speaking of which.... Sunset, would you rather be with him?”

“H-huh?” They all looked shocked, Sunset in particular. “Do I not please you, Dragon Lord?”

“Oh, you're wonderful. But I think maybe you'd be happier with him? Don't worry, I'm not offended.” In truth it would be a relief to weaken the rivalry between all his mates, and likewise hopefully lift Shimmer's spirits. “Of course, the choice is ultimately yours. Think it over carefully.” He knew the dragonesses wouldn't approve, but ignored their scoffs.

“I...I'll consider it,” said Sunset who stared at her feet.

“I think it's a wonderful idea! Oh, but I'll miss you,” admitted Twilight.

“Come on, even if I do accept, we won't be far!” Sunset chuckled and they hugged.

“Ugh, so sappy.” But Trixie smirked anyhow.

“You'll still need to consummate your union in the open,” reminded Ember. “To make it official.”

“Yeah, we'll worry about that later.” Spike casually waved the idea aside. “Details, details! That's future Spike's problem!” Reunited with friends he thought lost, it was almost like old times, all his worries momentarily forgotten. “Come on, I'll show you to the Pleasure Gardens.” He rose and stretched his tired bones, setting off for the underground paradise.

*****

In order to lighten the division between his forces, Fancy Pants had no choice but to form his own attempt at a herd. His wife had been rather haughty and petulant at first, but eventually relented. “At least consider it,” he said to the mare they'd invited into his room. “I stand to lose their respect if I cannot prove myself worthy to continue my line. Herds are considered a status symbol, thus I may be able to win them back over if I can, ahem, convince enough fertile mares to be my lovers.”

“Well I sure don't like Sombra,” admitted Limestone. “Sure, I'll bite. On a condition. No knockin' me up!”

“As you wish. I'd hate to lose a prized soldier and skilled miner,” he admitted. “Are you okay with this arrangement, dear?”

“Yes, I shall accept the arrangement.” Fleur huffed and tossed back her mane. She'd stripped to her lingerie, a mild pink number which was transparent, and lounged on her side in a sultry manner. “I suppose there's no time like the present, Limestone.”

“Yeah, yeah.” Never the type to fool around, Limestone shucked her heavy, grime-stained coveralls in a rather casual manner, revealing she was actually quite busty underneath, and even more shockingly, wearing a cutesy pair of white panties with blue stripes. “What?” She returned their stare. “They were a gift from Pinkie Pie!” She disrobed fully, chucking her stuff aside.

“How amusing,” stated Sombra while he and his companions watched this play out using the potion Inky smeared on the rock. They'd settled down into their new home which wasn't so different from the last. “So, Fancy believes himself a worthy rival?”

“Seems like he's filled with doubts to me,” noted Inky.

“At least they should put on a nice show,” said Sombra with a chuckle. “Speaking of which...” He drew Diamond Tiara over to him. “It's time you were broken in, my sweet.” She practically melted in his arms, crushed to his bare chest.

She batted her lashes. “Will you put a foal in me tonight?” He answered by drawing a palm over her thigh, below her pleated skirt, picking at the lacy panties underneath. “Hmph, I know you won't let me down! Not like all the stallions I've known!” She pleasantly shivered when Inky and Pacific denuded her, until she stood completely bare, well-shaped and smugly smirking.

Lifting a leg over his shoulder, he plunged into her sideways, his cock easily carving into her nearly untouched twat. He toyed with one of her bouncing tits, hammering away at her, while his other lovers stripped down too, putting on their own little show for his entertainment, not to mention each other's as they started to passionately kiss and fondle one-another.

At the same time Fleur slid away her panties, and unlatched her bra, openly proud of her physique which she always kept in top form. She unbuttoned Fancy's shirt, and unzipped his pants, teasing out his stallionhood.

“Not bad,” said Limestone as his wife's strokes started to make him perk up. “You're packin' more heat than I expected a fop like you could ever hope for!”

“I'm more than adequate,” he humble-bragged as he set his monocle aside. “And I certainly know Fleur's weak points.”

“Let's find yours, shall we?” Fleur sidled behind the Pie sister and traced her well-chiseled curves. “Ooh-la-la, you are strong indeed. Granted, I would not trade my perfectly-sculpted frame for anyone's, but...” She curiously traced the mare's six-pack.

“Yeah, not all guys can handle a girl with some real muscle!” Limestone laughed. “Time to put up or shut up, Fancy Pants!”

“Remember, you asked for it, madam.” He tried to toss the miner onto a bed, but she in turn flipped him over with a laugh, pinning him down while she straddled him with her weighty frame. “Ah, I see you prefer to top?” He chuckled in delight.

“No worries,” mused Fleur who traced the curve of Lime's back and over her buttocks. “He's used to it.”

“Indeed. What am I to do with you amazons?” He winced when Limestone's marehood enveloped him. “Oh-oh my...” She was almost impossibly tight, her lower muscles constricting around him painfully, until she relaxed herself to please him.

“Huh. Guess that's all you can take. Shame.” With a shrug she moved atop him, guiding his palms onto her hanging tits. Beaming with pride, she exchanged a drawn-out kiss with Fleur, who pressed her nude flesh to her.

While she bounced atop him, Limestone jabbed a couple fingers into Fleur's pastel pink cleft, juices running down it upon impact. She dug around inside her, curling the digits to toy with her g-spot, making the model-turned soldier squirm and squeal as dignity was traded for euphoria. But that only made the Pie sister dig in deeper, her touch surprisingly deft when she tried.

More boisterous laughter escaped Limestone when Fleur wailed and creamed herself. “Looks like I already conquered one of you,” she wickedly taunted. “Now...” She milked Fancy's cock, which began to throb, and barely pulled it out in time, yanking down Fleur by her mane and letting his repeated spurts splashed over a face strung-out in shameless bliss.

Between the ministrations of her lover and the sight before them, Diamond Tiara was pushed over the edge, drenching her new master's crotch while he toyed with her. Her whorish display and cries for him beckoned him into his own orgasm as he fully sheathed himself into her slit and unloaded a generations worth of sperm; fulfilling his dark promise to turn the young mare into a mother at an early age. She whined and shuddered, tears of joy in her eyes as she felt satisfied and ecstatic that her position was now secured.

As she went limp in his arms, Sombra would stroke and pet her mane while remaining locked with her. Lazily, he watched Inky and Pacific eat one-another out; licking out messy pink crevices and pulling upon inflamed pussy lips. A soft rap sounded at the entrance, which Inky had blocked with a number of their belongings.

Rather than interrupt his lovers, he reluctantly withdrew from Tiara and wiped the substance he used to spy away before he wandered over and peeked out. “If you haven't noticed by the barricade at the door, I don't wish to be... Somnambula!?" He paused, browed quirked up in surprise. "What are you doing at this hour?"

"Indeed. May I come in? Trust me, whatever you're up to, I've seen it before.” Reluctantly he lit his horn and used his aura to shift the piled up debris and junk used to block the entrance. “Just as I anticipated,” she observed blinking at the half-sleepy Diamond Tiara. “I figured she would choose you over Fancy Pants. Not that I've come to cast judgment.”

Inky sat up. “And why did you come?” She let Pacific's head rest in her lap. “Come to join us?”

“Actually, I have.” Somnambula brushed aside her sarcasm. “I've communed with the spirits, foreseen the possibilities, and believe that between you, Fancy, or Spike, your scheme offers the best possibility of success over the Eldritch.”

Sombra let out a scoff. "I have no need of the spirits to guide my ambitions, seer. So I'd best hope these visions will provide a more detailed path, should I be inclined to allow within my small herd. For if this is some form of treachery..." He added threateningly as his eyes glowed.

“No tricks. I swear upon all I believe in. And as an act of good faith, I am willing to offer myself to you.” The priestess undid her already slight and transparent costume, letting it droop to pool about her feet. She removed her headpiece, and shook her turquoise mane, standing naked before them. “I am yours, if that's what it takes. Please, save Equestria!”

“I say we let her in,” said Pacific. “She was one of the Pillars, wasn't she? Super-talented, I'm sure!”

Grumbles escaped Tiara who feared she'd be overshadowed so quickly. “Well, I suppose everyone here will have to cast their lot with either Fancy or Sombra eventually!” She rubbed her belly, hopeful his seed had taken root.

While his concubines listed off how valuable having her within their group would be, he was busy studying the ankh upon her bare bountiful chest. She was a very down to earth mare, whose wisdom would certainly help in discussing new actions and plans as the battle against... well, everyone at this point raged on.

But rather than consummate a union with this latest acquisition immediately, he turned to Inky and Pacific. “Draw a bath,” he requested. "She is a special case. I'd rather not soil her in a way some perverted commoner would. Let's treat her like the royal jewel that she is~."

While grumbling among themselves how unfair for him to not treat all of them the same way when he took them, they'd nonetheless furnished a makeshift water basin by collect water from underground veins; which he easily heated with a simple spell.

Taking a step inside to make sure it wouldn't break in, he smiled and commended each of his mares before turning to the newcomer, offering a hand to her. “I reasoned you'd appreciate this! I know how much rituals mean to you~”

“You honor me.” She tittered and took his hand. Pretty soon water they'd collected from filled buckets was dumped into the tub, which was barely roomy enough for him and the priestess. Somnambula added perfumes to the steamy waters from her belongings, and oiled it up, rubbing it into her skin starting with her face and slathering down her now shiny curves.

Closing her eyes, she pleasantly surrendered to his touch, as he worked to massage out the kinks in her supple flesh. He'd take his time breaking this one in, further expanding his position as would-be ruler of the alliance. From what they knew she was the last surviving member of the Pillars. Most of them couldn't adapt well to this new age.

He'd seen a similar phenomena with his former followers, the crystal ponies forever out of their time. But by choosing him, she proved herself an exception to her peers. Yes, he'd take good care of her, like he did all wise enough to join his herd.

*****

Returning to her quarters with sister in tow, Beatrix placed her cape over the entrance to grant them some privacy. “Warn me if anyone comes this way, okay fellows?” She grinned at the currently docile eyes and mouths on her garments. “Sorry about this, but I'm not sure how I'm going to explain who you are to everyone here. Lots of them hardly trust me, as it is!”

Bellatrix shrugged with a tail flick. “They should be afraid of me. I'm a monster, after all!” She cackled deviously, a hand planted on a shapely hip while she took in the sparse cove. “Quaint little place you have here, sis.”

“It's only a temporary hideaway,” she assured her while she sat and placed Sunset's diary out. “Huh, collecting ingredients for alchemy in this wasteland won't be easy. I've seen a few roots and such, but that's about it. Guess I'll have to cannibalize some of my old potions, hope I can make do with that. All I need do is fool this book with an enchantment.” She traced its cover.

“Maybe I can help? I do have some knowledge of the dark arts, at least.” She bent over, studying the cutie mark symbol.

“Sure, any help is appreciated!” Patting the empty area before her, the succubus settled across from her. Raw materials and a variety of tubes were laid out. Hours passed while they worked, mixing and measuring small traces of an experimental concoction, until they were finally able to achieve something workable for their ends. “Ta-da! Hope this works!”

She didn't want to think about how pissed Sunset might be if she ruined her keepsake. Cautiously she mixed slivers of different potions into an empty tube, the liquids foaming, bubbling, and hissing as colored mists arose. Corking it, she carefully shook the glass, careful to use just the right amount of force or otherwise the volatile contents might explode!

The finished product didn't look particularly impressive, more akin to discolored milk. When she opened it Primadonna scrunched up her nose at the sour reek. Beatrix simply tittered, used to this after all the times she and Flurry Heart did their own alchemy experiments. Gradually she dripped out small traces, just the portion needed to cover Shimmer's symbol.

“Twilight would kill me if she saw me deface a book like this...hope I can change it back when this is done!” But she knew there were much greater concerns at the moment, like saving what remained of this Equestria.

Looping the now empty tube with her tail, Bellatrix plucked it up and set it aside. Several minutes passed while their work settled. And when it finally did, the sun symbol morphed before their eyes, taking on an eye shape similar to her Prima Materia. She immediately opened to a blank page, took a pen that Sunset provided her with, and began to write inside it.

While she worked she occasionally glanced up at Primadonna, who from the way she was shifting her bottom on the cool stone was obviously bored and horny, not that she could blame her! It was in the she-devil's hedonistic nature, after all. It was almost like a curse, to constantly be driven by such carnal needs, a compulsion which had rendered her a complete nymphomaniac.

“Don't mind me, sister. Take care of your needs however you need to!”

With a grin Primadonna spread her legs, and worked her spade-tipped tail up into her pink cavity, fondling her pendulous breasts while she did so. Her elongated tongue worked around both of her nipples, licking and squeezing them, her asscheeks smooshed upon a flat surface as she rubbed her asshole against it, seeking all the stimulation she could find.

Unfortunately for someone like her who'd tasted so many lustful delicacies it proved rather difficult to truly satisfy her anymore. Writhing in torment, moaning on the edge of an insane climax she could never quite reach, needy tears dotted the corners of her eyes. Beatrix frowned and furrowed her brow, worrying more than ever she might turn to this Sombra to better sate her.

All she could do was try and support Primadonna. She had a similar compulsion, didn't she? She was subconsciously programmed before birth to become her father's perfect mate, and while this was a different Shining Armor, the same need applied. All she could do was try and resist it, knowing others wouldn't or couldn't understand her unique nature.

*****

The fresh aroma of exotic flowers hit Spike's nostrils all at once. He directed his new allies into the Pleasure Gardens, where a variety of mares were already lazing about naked as the day they were born, giggling while they plucked fresh fruit, rested in the open, or swam in the tranquil waters. He took the lead, waving to Fluttershy and Tree Hugger who swam to meet him.

“Hey there cuties,” he said while kneeling beside the bank. “How are my girls doing?”

“Wonderful! Autumn Breeze too,” said Shy who nodded at the Kirin bathing under the waterfall. “Oh, is that-?”

“Yeah, welcome home, Shining Armor and Trixie! Turns out a lot of old friends are okay!” He rattled off a series of names, disrobing and sidling between them in the lustrous pool. “Hey everyone, why not take a dip, too?”

Shining hesitated, blushing and awkwardly turning aside when his sister stripped down near him. While they'd bathed together plenty of times as children, it was still tough to see her as a sexual creature. But when he saw Trixie casually disrobe with a wave of a hand, banishing her entire costume, he gulped and started to undress himself, trying not to stare at all the beautiful, full naked mares all around him. His eyes drifted to Sunset Shimmer, who dipped her feet in with a swish.

“Huh, that was faster than expected.” Sunset took Twilight's diary which was set aside and glowed with a low hum. Words were rapidly manifesting in its pages about Beatrix's current maneuverings. “Well, at least we know it works now. Seems she's also found another old friend of hers, Bellatrix Primadonna. Bad news, too. Looks like Sombra's expanded his power base.”

She wrote some notes back about their current situation, chewing on the tip of her pin between lines. Thanking her, she promised to keep in contact later, before she closed the cover and safely placed it far from the waters back in a case, before she dove in. Immediately she waded up to Shining who already had Trixie teasingly draped on him. “Sure you aren't stirred a tad?”

“With all this prime pony pussy presented, how can he not be?” He wasn't certain whether it was more Trixie's vulgarity, the way she and Sunset were caressing his drenched muscles, or all the gorgeous women displayed all over, but his dark gray stallionhood finally started to perk up. He sunk a little lower to hide himself. “Ooh, I think it's working, Sunset!”

Her hand fished below, as did Shimmer's, while they stroked his cock and fondled his testicles. He sucked in a hiss between clenched teeth, teased until he was fully erect, catching the eye of Twilight who flushed while she sidled close to Spike. However the dragon was already swarmed by Shy, Hugs, and Autumn, while Ember and Smolder watched over the proceedings.

Among the mares he also spotted Rarity and Sweetie Belle, who lounged amidst the fields. Most of the males were lost in the initial attack, with more being slain with those that followed; if the Eldritch hadn't drawn out his torture in attempt to break Beatrix he would be lost, too. Instead he was left to carry the burden of all the soldiers under his command he'd lost.

“Take the stick out, white knight, and stop pretending like you don't absolutely love all this!” Trixie mashed her slippery bosom upon his powerful chest. She directed one of his free hands to clasp one of her buttocks. “You ready for the next step, stud?”

“N-not yet,” he admitted still hesitant to do the deed with his sister anywhere near.

“That's too bad.” Sunset rubbed his back, placing his free hand upon her butt. “I mean, there's no need to rush, but everyone will expect us to do the deed soon. It's...the only way to make certain I've been passed from the Dragon Lord to you. Spike'll likely hold another ritual orgy tomorrow, which means you'll have to perform in the open. Think you're up to it?”

“Well, I'm not sure if-”

“Remember,” noted Trixie. “Twilight said she has some potions for your little problem! And if a Trixie and Sunset tag-team aren't enough to drive you wild, you're hopeless! You'll have to put Beatrix Belladonna in here eventually!” She patted her belly. He winced and throbbed when the pair started to stroke him faster, playing with his flared tip.

He closed his eyes and surrendered to their touch, his thoughts on Cadance, and the first time they'd made love long before their marriage. She'd want him to be happy. He smiled and exhaled sharply, spilling his seed while his fingers dug into their ample buttflesh. Trixie cupped her hands and scooped up the sperm-ridden waters, lewdly slurping the soup down with bedroom eyes.

He held them close to him, content to simply wallow in the moment.

It truly was the closest thing left to paradise in Equestria. None who came here ever wanted to leave, most only doing so out of a sense of duty. Spike had almost lost himself completely to temptation here many times, and knew all too well how seductive it might prove to Shining; but he welcomed the newcomers in with open arms, relieved there were more people he could share his burden with.

When the time came to deal with the Eldritch, the alliance would have to stand united under one ruler.

Chapter 8

The Dragon Lord's small party moved out, forced to split their already small number, as he dared not leave the Badlands undefended in his absence. “You're in charge, Ember. I know you and Smolder will take care of things,” said Spike who handed her back the Bloodstone Scepter, unable to shake an ominous premonition but knowing he'd appear weak if he backed down now. Besides, he simply couldn't leave potential allies to their fate, especially since they'd aid them in confronting the Eldritch.

With the aid of Twilight and Sunset, the latter still using the book Sparkle let her borrow to keep in contact with Beatrix, they were easily able to track the source of where she'd disappeared. The group teleported nearby. Sand clouds rushed around them, trailing over the torn up earth where digging machines had split rock and carved up Fancy's current base.

It was eerily quiet when they peered into a chasm. “Are we too late?” Twilight frowned and shook her head.

“We can't be,” said Shining Armor who fingered the hilt of his sheathed sword, grimacing.

“Our daughter's tougher than that,” assured Trixie despite her own anxiety-stricken face. “Let's move in, shall we?”

“Allow me. I'm the hardiest one, after all.” Spike grinned, decked out in a loin cloth, his armor-like scales bared. His wings spread and he swooped down into the black abyss below. Blood and rubble greeted his slit-like eyes which pierced the gloom. But he strode forward without hesitation until he finally spotted a couple of lithe figures huddled in the collapsed tunnels.

Growls sounded when a number of hulking Diamond Dogs swam into view, claws and teeth bared. A halberd with a fleur de lis design for its blade was leveled at his broad chest. “Wait, you are...? Stand down,” she called, relaxing her tensed muscles.

“So you've come,” said Fancy Pants who walked up to stand beside his wife. “I'd welcome you, but...we're in a poor state.”

Trixie marched forward and planted hands on her hips. “Where's Beatrix?!”

“Gone,” he said with a sad shake of his head. “Like most of them, taken by the Eldritch to who-knows-where.”

“Even that devil Sombra couldn't stop them,” spat Fleur with a curl of her full lips. “He destroyed a few of their infernal devices, for all the good it did us.” She swept the weapon's point over the smelted husk of metal and bone.

“Damn it.” Shining punched a rocky wall with a gauntlet-clad fist. “If they hurt her-”

“I've failed,” admitted Fancy who sunk his head and let silent tears roll down his face. “We're at your mercy, Spike.”

“No!” Fleur grabbed and shook him. “We can rebuild on our own, start anew-”

Gently he removed her hands. “I'm old and tired. I would have lost to Sombra if this latest disaster hadn't played out. And now? I'd wager Spike is our best chance at success.” He bowed down and stared at the ground. “Please, allow me to serve, Dragon Lord.” For several moments Fleur haughtily raised her snout, but eventually she fell to one knee, offering her services too.

“Sure, I'll take you in. We're all in this together, right?” Spike placed his claws under their chins. “Rise, you two! Once I bring you back to the Badlands, and take you to the Pleasure Gardens, I'll be able to make you my lieutenants!”

“He did the same for me,” said Shining with a grin. “Helped me get this nifty armor and sword, too!” He sobered, remembering what they'd come here for. “Is there any way to track Beatrix further, Twiley...?”

“No luck. The source stopped here,” admitted Twilight.

“And she hasn't written back since,” said Sunset who slowly shook her head. “Maybe we can follow the tunnels?”

Spike knew it might be suicidal. But if they didn't act, there was a chance all hope for them would be lost. “Blast it.” He needed to be decisive. “Twilight, would you take our new guests back home and give them a proper welcome?”

“Sure, but why me?” She looked to Sunset. “I mean-”

He raised a claw to quiet her. “Sunset's been keeping in contact with Beatrix, and she's nearly your equal in magic. But I need someone to make certain things are okay back home, and besides, your mission is just as important!” He turned to the Diamond Dogs. “I know it's a lot to ask, but will you help lead us down there? It's probably the one chance our friends have!”

The creatures huddled and took a moment to confer. Usually they didn't interact with anyone but Limestone and the other miners, but their alpha stepped forward and offered a huge paw which Spike took and shook. He hated to call on them like this. They'd been so poorly treated by most of Equestria, but this was their world too, and they also wanted to save it.

Once everyone was ready, he trailed behind the pack who led them, more following beside while he and his followers headed ever deeper into the earth. He hoped Twilight would forgive his decision, the latter having taken Fancy and Fleur with her, but right now he had greater concerns. It was a bitter reminder no place in the world was truly safe anymore.

While he and the Diamond Dogs were attuned to the shadows, ponies weren't so blessed. Sunset was about to light up his horn, but Shining shook his head, showing off by unsheathing his white blade and letting its glow illuminate the way. She smiled and Trixie's laughter echoed, a rare moment of levity before they risked a confrontation with the Eldritch...

*****

Beatrix Belladonna furiously scribbled what she could into the diary before she, Bellatrix Primadonna, and Sombra were all swallowed up by one of the hellish undead dragons; a combination of cybernetics and necromancy which hummed low while they pumped blood through their hollows. Currently the trio were blotted in shadow, trapped in its ribcage.

Repeatedly she fumbled for a smoke bomb but found herself unable to move much, already squashed into a tiny space where they were bundled up. “Hey, do you mind?” She'd lost track of how many times someone touched her ass. “Now isn't the-”

“Oh, sorry.” Bellatrix giggled. “It's just so cozy here, your cushion's so soft, and I'm bored...”

While the two were bickering amongst themselves, Sombra tried to call upon any spell he could muster; to no avail. He was simply too fatigued from the last stunt he pulled and any pressure he tried to push could prove to be more damaging than good. “It won't be long until we're in the Eldritch's clutches... And to think, I'm yet to meet my doom again with you two. Perhaps it is fate...” he muttered to no one in particular. Yet rather than lament over his predicament, he continued to try and ponder some way out of it. It wasn't the first time he'd cheated fate for his life and it wasn't going to be the last!

It felt like hours had passed once their transport finally came to a stop. It s bony mouth open, and they were ejected when it spat them out, tumbling onto the floor of a lab carved from skeletal remains infused with hunks of machinery. Blood churned in large tubes. The threesome immediately prepared their attack, realizing that they were surrounded by Eldritch.

A pained shriek sounded from further within, and another bone dragon stomped into view. Inside its ribs was Inky Rose, who'd been stripped naked, arms, legs, and wings spread. A number of thin coils were attached to her, driven into her flesh and even inside her lower orifices, and make a slurp-like sound while they slowly siphoned small trickles of blood from her.

“Careful,” came a voice from someone who hid in the lab. “Or I'll order it to crush her to a messy pulp!”

Beatrix swallowed. “I've never heard an Eldritch speak our tongue before, and aloud at that-?”

“That's because I'm not an Eldritch. At least, not yet!” There was something familiar about the feminine voice which echoed in a distorted manner. “They've realized their limitations, and about how those who come from Equestria might aid them!”

Around them more dragons moved into view, their prisoners similar restrained, among them Pacific Glow, Limestone, Diamond Tiara, Somnambula, Octavia, and Vinyl Scratch, along with some other ponies who mainly stayed in the background. “Gross,” said Belladonna with a sneer as she stared at their limp, half-conscious forms being drained. “Show yourself, coward!”

A theatrical cackle sounded. “The Eldritch have no interest in sex. This was my idea, to use them as batteries, partially because it simply amuses me. Especially after ponies helped cause my downfall! But my partners resurrected me, too. Of course, it wasn't that difficult for them to undo my half-assed demise!” She paused for dramatic effect. “Very well! I'll show you!”

Once the figure stepped closer into view, Sombra's eyes dilated in mere shock at who their capture was; recognizing an all too familiar face. “You..!” Sombra snarled, studying a fellow would-be conqueror. “I shouldn't be surprised to learn you manage to avoid death like the cockroach you are! Am I too assume the centaur and pegasus also miraculously survived?!”

Chrysalis stepped from the gloom, a crazed smile splitting her face. But her loveliness was now marred by self-inflicted mutilation to convert herself to the Eldritch cause, bits of skin peeled away and carved open, portions of bone and metal woven into her still tall and voluptuous form. She was somewhere between gorgeous and grotesque, dressed in a black gown which bared her ample cleavage. “Perhaps I've said too much?” She made a clicking, insect-like sound, fluttering her wings.

“You've betrayed Equestria to save your own skin?!” Beatrix stared her down.

“I've adapted to survive,” answered Chrysalis. “Like a metamorphosis! Surely something sweet Bellatrix Primadonna understands, at least? Hasn't she become your pet? Why, you're still pretending to be a cute unicorn rather than the abomination you are deep down Beatrix,” she noted with a nod at the eyes and lips on her costume. “And as for Sombra-”

“Spare me your insignificant wittering, Chrysalis. I would rather have remained dead than lose my mind and soul to such wretched abominations! I thought you would share that same respect. But clearly you have no problem taking orders like the lowly bitch you are..." He sneered at her, not even trying to hide his disdain.

Her only retort was to glare at him dead in the eye before waving him off dismissively.

Noticing how much the former Queen loved to talk, Belladonna decided to help tease out more information. “How did you find us? I mean, the Eldritch were digging around the wastelands, but don't tell me they just stumbled on our base...?”

“It's all your fault, Beatrix!” Chrysalis slid closer, laughing in her face. “If only you could have left well-enough alone and abandoned Bellatrix! But no, you had to pretend you're noble and save her, didn't you? She's like a beacon to the Eldritch since they brought her back to life! They prepared their machines, waited until your party stopped moving, and swooped in!”

“N-no...” Beatrix rapidly shook her head, tearing up. “I didn't mean to-”

“Intentions matter little!” Chrysalis danced around them, knowing they dared not make a move to attack her, not when they were surrounded by a crowd of bone dragons holding their allies hostage and a host of Eldritch around her ready to move in. “From what the Eldritch have told me, haven't you screwed up enough already? How many more will you get killed?”

Bellatrix raised a hand to her mouth and yawned. “So where does that leave me? I'm just along for the ride, really. I don't care about this world or any other. But you still need my sister, don't you?” The succubus turned to the witch.

“More like we need what she truly is,” said Chrysalis with a nod at the Prima Materia. “She'll be their dark messiah!”

Tiring of this farce, Sombra moved to intervene, only for Inky to whimper as the tubes sucked from her faster. He froze with a glare, Chrysalis shaking a finger and smirking at him. Bony claws reached from behind him, pinning him in place. Its digits encircled him, and no matter how much he twisted and strained he found himself unable to budge.

“Let me help,” said Bellatrix who twisted her sister's arm behind her. “They're starting to bore me, anyway!”

Chrysalis tilted her head, considering, while the alien voices which she could partially understand now thanks to the cybernetic implants they placed in her that translated their language. “Very well, the Eldritch will give you a chance to prove your loyalty. Hold her down.” The succubus grabbed Beatrix by her wrists, and pulled her onto the cold floor, crouching with a grin.

“Traitor,” cried Limestone who strained her muscles as she strained against her undead prison.

“I was never on your side,” said Primadonna with a shrug. “I always back the winning team! And so...” With her tail she plucked of Belladonna's hat and tossed it aside. Then she slid the spade under the top of the leotard, the eyes opening and bleeding, the mouths hissing and drooling while they salivated. Fabric ripped down the middle, setting the witch's tits free.

“My, they are lovely.” Chrysalis licked her full lips. “And I haven't had much chance to indulge myself.”

“You'll need to break her in,” said Bellatrix. “Once she's lost her mind, she'll be easy to convert! Go ahead.” She slid her tail further, into the crotch of the costume, until it completely ripped and sank below her, baring her sister's crotch. “Fuck her hard into submission. We'll take our time with you...” She forced the tip into Beatrix's mouth, whose protests were muffled.

Every time Beatrix tried to work a spell the voices of the Eldritch reverberated in her head. It was like a mantra, a method to try and transform her, which would fully take effect the moment her psyche was shattered. Tears dripped down her face as she wondered if this was some sort of petty revenge; after all, she'd once forcibly bound her sister to serve her, breaking her away from Sombra's control. But unlike him, she'd offered her quite a degree of freedom and real affection, hadn't she?

And this was how she repaid her? She was tempted to simply give in and surrender. Her body went limp when Chrysalis allowed her dress to fall, revealing a rather well-endowed shape, marred in places like the rest of her by self-inflicted wounds and the metal and bone woven into her shiny skin. She parted Beatrix' thighs, opening her maw to reveal rows of sharp teeth.

Tensing up, Belladonna shuddered when an elongated, sticky tongue slid out, probing her labia until it forced its way deep within. “Mmph,” she managed with the spade still lodged in her mouth, reflexively arcing up her crotch while the slippery muscle wormed its way into her birth canal, brushed her g-spot, and pressed at her cervix entrance until it sank into her womb.

“I think she's loving this,” said Bellatrix who rested her knees atop her sister's wrists, freeing her to squeeze, slap, and bounce Belladonna's twists, her nipples twisted and stretched hard between her laws. “Oh, but I hate to leave dear Sombra out. After all, he more than anyone made me who I am!” His captor pushed him closer, and the succubus turned her head to him.

Claws undid the crotch plate of his armor, which fell with a clank, and she ripped off his loin cloth below. He let out as hiss as she traced his half-erect stallionhood and testicles; added by a subdued groan while she stroked his meat. “Ah, yes~! I've missed this cock. It's just as big and girthy as I remember~!” She cooed happily before closing her yellow eyes and diving in, devouring as much of his horseback down her throat before she sloppily sucked and bobbed on him.

'D-Damnit... Never thought I'd be here again!' he cursed internally while unwanted pleasure boiled in his loins.

He and Beatrix squirmed, the latter's thighs now completely drenched with the lubrication she expelled each time Chrysalis cleaned her core out by lapping at her moist walls. Finally she withdrew from her gaped sexhole, licking her lips slowly and sensuously. “That was a nice warm up. But I think it's time I show you what a changeling is really capable of!”

The former Queen's body underwent a transmutation, parts shifting with creaks and squishes, her insides also rearranged. From her backside arose a bulbous ovipositor, which she raised and aimed at her victim's sopping cunt, lifting her legs up by the ankles while she prepared to mount her. “While there's only ever one Queen of the hive at a time, she's capable of shifting her gender as needed, just like all her workers and drones. I can fill you up with eggs, then inseminate them while they're inside you!” The stinger-like tip poked and prodded at her prey's labia, who was wide-eyed and shaking her head.

“Don't fret, Sombra dear. Your corpse will make a wonderful nest for my young once I've finished with her. I've always wanted to know what it must feel like impregnating a male~!” She cackled before she unceremoniously plunged the tip deep inside Belladonna; making her shriek and arc her back as she was penetrated until it prodded the back of her uterus. Chrysalis would continue to make her suffer as her hands squeezed and tugged at her udders while her long finger nails dug and cut into her tit flesh.

Wincing and biting around the spade, Beatrix was trapped somewhere between agony and ecstasy, speared to the point her stomach stretched in the shape of the stinger, which she feared would rip her right open. Not that her assailant particularly cared, given free reign by the Eldritch to break her fucktoy so long as she produced their desired results.

“A-Agh! Gruh... I will see you suffer dearly for this when I get out!" Sombra threatened, to the best of his ability while under the she-devil's ministrations. Feeling him throb, she took him balls deep for a final time before she felt his fat load spew into her maw and burning her stinging nostrils when it exited. A simple moan was muffled while she gulped it down; relishing in his pain of feeling so utterly dominated. Just the way her master once claimed her.

Saliva and precum ribbons attached his dick to her mouth when Bellatrix withdrew. She slurped down his seed and murmured, “Can I keep him? After all, I require constant release, and he can fulfill all my needs...” She flicked his half-flaccid penis.

“H-Hah! Once I've had my fill in him, I'll consider leaving you some of the scraps,” Chrysalis debated who could hear the Eldritch conferring in her skull. Not that she remotely cared at the moment; far too caught in the haze of her lust while she continued to batter Beatrix's insides. Her eyes moaned in her head, and she unleashed a continuous wail, unable to restrain herself anymore when she started to shoot the first fist-sized egg into her.

As forced orgasms crashed over Belladonna, her mind threatened to melt while euphoria-inducing drugs were injected straight into her at the same time, making her cervix entrance expand to better receive the eggs dumped into her. The ovipositor pulsed each time it laid another, well over a dozen ejected by now, and more coming as Belladonna bloated in the shape of them.

A wave of nausea rolled over Beatrix, but her poor brain was so addled with bliss she struggled to care, her eyes rolling all the way into her head, her face swimming with a dopey smile while her tongue lolled out. She was on the verge of a complete breakdown and it was the most wonderful thing she'd ever felt. Some crazed part of her wanted to remain here, to be forcibly bred by the Queen for the rest of her days, reduced to nothing more than a living repository for her hatchlings.

“A-and now I'll...inseminate them,” huffed Chrysalis who shifted her insides again, prepared to build up and loose a tremendous amount of virile sperm. While a hive Queen rarely chose to do so unless she was desperate, knowing such a release would leave her incredibly weak for some time, she gambled it would finally push her victim beyond the point of no return.

*****

Walls crumbled when Spike burst into the lab, followed closely by his allies. His claws smashed into the bone dragon nearest to him, prying it apart; which set loose both Limestone who was trapped inside, and Sombra who slipped from its claws. Both the former captives were doused in a cascade of blood which powered it, but he barely took a moment to make certain before he moved on. Absolute chaos descended over the area, the Diamond Dogs rushing in droves to rip apart the Eldritch.

“Damnit...” Sombra chuckled, still unable to summon any ounce of dark flame from his hand while he gazed over to the large dragon. "This has been such a bad day for me. Of all the people to come to my rescue, it of course would be you..." Bellatrix spread her wings and flew away from him as Shining Armor raced past him; brandishing a white blade which arced at Chrysalis. She hissed and barely avoided a beheading, her ovipositor popping free of Beatrix when her gossamer wings furiously buzzed.

“You okay?” Shining looked in horror at the state of his daughter, offering a gauntlet-covered hand and helping her rise.

Belladonna's insides sloshed, her eyes hazy. Wherever she turned there was bloodshed and death; Diamond Dogs biting the heads off Eldritch, ripping them limb-from-limb, carving muscle open with their claws and teeth. They were also helping Sunset Shimmer liberate the entombed mares used to power the undead dragon skeletons. “I...I'll be fine.”

Guiding her to safety by letting her lean on him, he cut down more Eldritch who easily fell before the bite of his sword, cleaved in twain. Their dismembered parts littered a floor now slick with innards. Trixie moved to support them, dropping smoke bombs which caused colorful plumes to blossom around her family. However the Eldritch were still trying to invade her pscyhe.

“Get out,” cried Beatrix who touched her aching skull. “I'll never serve you! Never!”

“It'll be okay,” assured Trixie who squeezed her shoulders while they took cover behind some equipment.

“Trixie, will you look after her? Spike needs me,” stated Shining who looked pained at having to abandon them.

“I'll take care of them...” Sombra stated while carrying the unconscious Inky in his arms; laying her beside them. His gaze was as serious and determined as Shining's as he turned to address him. “It would seem the time has come for us to work together. Funny how things work out... Unless you wish to continue to fuel your vendetta against me?"

"Heh.... Between you and the parasite, I'd rather not waste my breath on you anymore. Just don't do anything to harm them or your head is next." He empathized by kicking the Eldritch's skull clean off.

With a chuckle Sombra gently placed Inky at his feet. But before Shining could rejoin the battle, a hiss drew their attention, Chrysalis suspended naked and upside-down from the ceiling. “Poor widdle Shining. Oh, how Cadance and Flurry Heart begged for you to save them!” She cackled melodramatically with a flicker of her shimmering wings.

“Come down here and face me,” demanded Shining who lit his horn. “Or else I'll rip you down and squash you!”

“Oh you'll get what's coming to you. There is much to share with you. But first... Let's discover the truth of the matter, shall we~?” Suddenly, the voices of the Eldritch were being telepathically cast from he; as if she was able to project their thoughts thanks to the implants in her, and they all nearly crumpled as she threatened to infect them with a madness she wished to share. Clutching his head, Sombra fought through the noise in his head and managed to toss a small sphere of magic; which she skittered aside from easily. “Ha! Such a clumsy toss, coming from you. It only goes to show that their untied voices shall shatter your equilibrium!”

“Once I've silenced their whaling, it won't be much to shatter your frail bones...” Sombra boasted despite the trembling his body was showing and as his allies fell behind him.

Chrysalis rolled her eyes before returning to taunt Shining; her snout spouting a smug grin. "Surely you must be aware that your daughter is the reason all this has happened, right?" She stated, taking glee in the change in his expression. "Equestria's ruination? The Eldritch Invasion? The Necronomicon? The loss of your beloved wife and daughter? All Beatrix~! All because she wanted to come here and be with daddy~"

“You lie,” choked out Shining who pressed upon the bloodied ground and tried to rise.

"A liar I am, but the cruelest deception comes from within, Shining. Why don't you ask her if you're so certain she's innocent. That is...if she hasn't already planned to abandon you lot. Haha! This is hardly the first universe she's doomed! She's a product of the Necronomicon, chosen of the Eldritch. Just a twisted little nightmare under the disguise of a cute dream! No matter where she goes or what she decides, her fate is sealed to bring catastrophe and chaos with her. It's simply ironic! Who would have thought that such kind and noble parents gave birth to such a despicably vile monster~!"

“I...I...” Beatrix ached all over, and found herself unable to meet the eyes of her parents. Alien voices thundered in her head even now, another attempt to twist her into what they wanted. Maybe she really was just making the situation worse; would they be able to save what remained without her? If she left now, perhaps the much smaller numbers of the Eldritch would lack the fuel need to follow her again to whatever awaited next? “F-forgive me, daddy, mommy. I...I love you, always...”

“Honey, wait!” Shining reached towards his daughter when she turned her back and summoned on her restored ensemble.

“Little hellspawn,” called Trixie affectionately while she too tried to stand.

However with her index finger Belladonna sliced an oval shape into the air, carving a nexus between realities, her face silently tear-stricken but determined. She shut out all the voices the best she could, especially the ones pounding inside her. A hiss exploded from Chrysalis who dove at her, but another black orb jutted from Sombra's palm, knocking her off-course in a gooey spray. She wailed and twitched on her back, but he took little notice, chasing after the witch before the rift closed.

*****

Emerald flames escaped Spike's gullet. His stomach burned with an inferno, but he took care to make it his first priority to rescue the hostages, his carefully controlled blaze melting steel and flesh. And when necessary, his muscular arms snapped bone, tossing aside Eldritch with ease. Most of those here were scientists first, but even their warriors proved no match for him.

By the time he finished the lab was in absolute ruins. Gore splattered walls and dripped down them. Unfortunately several Diamond Dogs had fallen in the bedlam, and he stopped to close the eyes of one, hearing the whimpers and howls of their fellows who'd been dragged into this war. Limestone tried to comfort them, then turned and stomped on an Eldritch carcass, its chest messily caving in underfoot. She heaved and wiped at the crimson mess that matted her thin fur coat all over.

“Thank you,” said Somnambula. “Unfortunately, Chrysalis and Bellatrix escaped.” She nodded at the trail the Queen left.

Pacific Glow leaned on a wall for support. “Should we pursue?!”

“I don't think so,” admitted Spike. “We're all tired, and it could be a trap. Who knows whether they have lots more of those things are worse further in?” He nodded at a dragon skeleton. “Creepy. It's like I'm looking at a lost relative!”

Shining Armor sheathed his sword and saluted the Dragon Lord to make his report. “Beatrix and Sombra vanished. And I don't mean they simply slipped away. She opened up a portal and they took off.” He strained, closing his eyes.

“I'm sorry.” Spike placed a claw on his shoulder. “Maybe Sunset or Twilight can track them?”

“Probably...if she still has my diary,” noted Sunset who studied the mangled remains of the interior. “ There's always a chance the Eldritch might have summoned reinforcements. Let's not hang around here, okay?”

“You said it!” They'd lost more lives than they'd saved, and while the Diamond Dogs weren't part of his clan, Spike felt their deaths as if they were his own all the same. Ember and Smolder would probably tell him he's too soft, like always, but weren't they all fighting to reclaim a kinder, gentler Equestria? Regretfully, there wasn't time to bury them.

He comforted himself with the knowledge they'd smashed another Eldritch lab, to boot, and slain dozens more of them in the process. “Everyone, group up so Sunset and take us back home. I'd like to give everyone a hero's welcome!”

*****

Stepping through the bluish-white swirling rift in time-and-space, Sombra followed the inter-dimensional traveler to a rather quiet place; an eerie stretch of desert cast in a somber shade of blue where a zephyr washed over him. The moon hung suspended overhead. While he was certainly pleased to know that he was capable of traveling through dimensional wormholes like the witch, he wasn't a fan that they were now in an even more desolated land. He pondered why she chose to come here in particular; thinking maybe it was a simple mistake. That's when his eyes found an overturned caravan with its star decorations halfway submerged in the innumerable dunes and understood.

With the gateway now closed behind him, he realized the both of them were stranded until she decided whether or not she wanted to return. Grunting, he approached her with a sharp glare to his gaze. “We have to go back! This isn't the time nor to place to try and hide from your emotional trauma, Beatrix!”

“Just go away! I never asked you to follow me, I just want to be left...agh! Alone...” She said before she fell to her knees, cradling her belly as it gurgled sickeningly. Sombra's expression soften upon getting a much clearly look at her sorry state. She looked paler than normal, no doubt from having all her magic and energy drained while her belly was packed to the brim with unfertilized eggs that left her feeling nauseous.

“We can't just leave those things inside of you. We have to take them out...before things get really unpleasant...”

“Ugh! Yeah, I know...” Her insides grumbled louder, cold sweat pouring from her skin. “This is so undignified. Here I am, proud daughter of Shining Armor and Trixie Lulamoon, running away again while infested with changeling eggs! How can I ever live up them when I'm such a coward?!”

“Whining about it will certainly get you nowhere." He grumbled, rolling his eyes. "Look...I know a way to extract the eggs. But the moment they're out and you can walk properly, we're heading back. Unless you rather I leave you here to die what will surely be an agonizing death..."

She hissed at him before she sighed in defeat. “Fine! Just...hurry!” With a casual wave, she banished her costume. But to her surprise, Sombra had removed his own cape to allow her a place to lie down. “A-Are... you sure? I'm probably make a total mess of it-”

“I have little time to concern myself with my luxuries...” He admitted, though deep down he was really debating on having her soil his favorite attire. “If left untouched, those things can prove fatal. And I'd rather have you alive...” Her eyes widened at his statement, almost touched by his words as if it sounded that he really valued her and need her...

“Besides, I'm still in need of that body of yours to fulfill my needs~”

Annnnnd there it is. Mood immediately gone.

Still, she couldn't help but giggled deliriously; her senses swimming. “Typical Sombra~ Always thinking about his fat dick and his fatter ego before anyone else!” She heaved before squeezing as he opened her thighs wide. He lit his horn as his aura formed tiny hands to open up and stretched her birth canal. He carefully widened her pink tunnel and cervix, which leaked a thin trail of lubricant. “S-So we're going to try and push them out..?”

“Well, it's either that or I cut open your belly,” he mused darkly. “Your choice, little one~”

“...okay.” She turned her head to one side, then whined when he worked a spell.

“Now... I'm going to temporarily control your body. All you need to do is relax and allow my magic to flow through you. Take deep breaths...” Reluctantly, she rendered herself completely vulnerable to him, really hoping he wouldn't have further uses in making her his flesh puppet.

But as she felt his powerful aura fill up her mind, her body, her nerves, her muscles, her nethers started to quiver, gushing, and she burned pink when her bladder emptied. It felt like her body was tricked into trying to give birth! “Good... Now push!”

Gritting her teeth with a grunt, she pushed her vaginal muscles to force out what she could out of her tunnel. Soon enough, a wet pop sounded when she expelled the first moist egg which jutted out from her and landed in a cloud of sand. She continued with the next egg; all while Sombra squeezed her hand and directed her in order to help ease the pain while she loosed one egg after another. She sobbed during her 'labor'; her insides feeling like they were being ripped apart with each release.

By the time the last one was emptied, she was still slightly swelled and on the verge of passing out. Her hazy eyes struggled to meet his when he cleaned her sore lower half with a simple spell and an unstained portion of his cape. “That's the last of them.... You did very well.”

“T-Thank you.... Not just for getting them out but.... F-For not taking advantage of me for once...”

“Heh. It's not as fun if I had complete control over you. But don't worry about that now. There will be a time to collect...” He sighed, taking a seat beside her as he gazed over the dunes of sand that stretched out beyond the horizon. “So this is the aftermath of this version of Equestria?" He asked in a somber tone. "This is what happens once the Eldritch succeed. A fitting place to exile yourself...”

“I doubt the Eldritch will follow me here. And even if they did, so many were wiped out and... who knows how much fuel they have left? At least here, I can't be in the way of things for mother and father. They can set everything right...cause knowing me, I'd just screw everything up again...”

“Oh, cease with your wallowing and woes. When did you become so childish and self-demeaning. You're a grown mare!” He called out. But before he could continue on his tirade, he watched her huddled up and resume quietly weeping. A weary sigh escaped his brutish appearance before he cupped her cheek to turn her to face him; his other brushing her mane and some stray hairs sticking to her face. “Listen to me. Let go of what Chrysalis said. She's using that to get under your skin and destroy you piece by piece. You need to accept the reality of the situation and.... Well, knowing your stubborn father, I doubt he would abandon you, even if you're this dark messiah to the Eldritch.”

“But I abandoned them! Just as she said I would.... That's why I don't deserve their love. It's because of me that their world is doomed too. Not even my sister stood by my side! It didn't take much for her to betray me...”

A wry chuckle was given by the tall unicorn. “If my memory to my past lives serve me correct, she was most likely attempting a childish ruse; positioning herself to attack the Eldritch from the inside. Unfortunately, she lacks the subtlety that come through experience, so she may not survive her petty machinations.”

“Oh, Sister...” She closed her eyes, feeling him wipe away her tears as she sniffled “Have you...ever loved someone? Like at all in your life..?”

Her question pierced through him like he was struck with a spear. He was never one to opening himself up, let alone to a complete stranger who mostly served to amuse him and date his desires. Yet she was much more than that, he admitted quietly. He had known through fighting with her, against her, that she was someone he could value as a comrade...and maybe even a friend.

“... I did," he answered after a moment of silence. "She was the only one who was there for me. I loved her so much.... And yet in the end, we ultimately choose to pursue different paths.” He opened his fist before clutching it tightly, enough to make his knuckles look pale. "I of course, chose the path to power..."

“You betrayed her,” she whispering, filling in the blanks. A small nod was all she needed to confirm her suspicions. “And what about Inky Rose? Is she more than just someone to use? Surely, you care for her much more than just another whore...”

“Mmm.... A useful vassel. When all of this is done and I am free to take command, she has a strong chance of becoming my Queen. Of course, given my reputation, there isn't a lot of mares so willing to line up and accept me. But maybe.... I'm just glad I won't be alone the next time they decide to return me back to purgatory...”

This was a rare spot of vulnerability to be showing and Beatrix couldn't help but yearn for more of this mysterious stallion stained in sin, black magic, and an ever looming shadow. Reaching over, she took his hand, curious to his reaction. And surprisingly enough, he held it with a tenderness not too familiar to him. Sombra had realized she felt terribly scared and alone. And in what must feel like her darkest hour, she turned to him for support and serenity.

As the two turned to each other, trapped in their gaze, it was only then did they accept the truth. The two of them were very much alike, in terms of where they stood and how they felt. Drawing closer, she experimentally kissed his lips. His eyes widened before slowly closing to embrace her and pull her close as the kiss grew more deep and passionate.

In many ways, she still was a child; forced to grow up too fast and yet never having truly matured at all. Much like the Flurry Heart of her world. But while Flurry had been sheltered by her father, rendering her sweet and innocent, Beatrix in turn had been taught early in life by Trixie that life was often hard. And that she needed to be selfish and cruel sometimes.

Surrounded by war from the moment she was born, Beatrix learned from her mother how to be street-smart; even if it meant becoming a tad amoral in the process. Hardly what her father would have wished should he have known he fathered her many years ago. He shook those surfacing memories away, seeing a young rebellious version of himself within Beatrix then he cared to admit.

Yet unlike her, he'd chosen to climb his way to power; no matter the cost. She might be in her lowest state, but it was obvious to him she desired to have control in her life. Desired to control those she held tightly to her.

And who was he to deny her?

He allowed her to coyly remove his armor; let her take her time as shivering under his touch. This was far different from any form of intercourse he had with anyone. Certainly, they'd had sex before; mostly by his manipulations and force. But this felt more intimate, far more powerful and intoxicating. As if an admission that despite everything he did to her or how despicable she found him, she did like him.

As she settled into his lap, she shyly met his eyes with a soft blush. He drew her in closer to his well-built chest before he easily sliding into her; holding her in an embrace almost too sweet and tender to be true! Brushing aside more of her small tears, he slowly moved with her; basking in their partner's body heat. They nipped and nibbled, letting their hands wander.

And then he wondered; what if he liked her, too?

Well, maybe he did. Probably for the same reason she did; they understood each other on a level only the two of them could comprehend. She placed a palm over his heart, feeling it's heavy beats through his chest. This made him snicker softly as he leaned in close to her ear. “Look at you~” He whispered. “How are you the same sassy little minx that could think she could get the best of me? She's a fine magician, I'll give her that, but her magic and power could use a little more... guidance. If she were willing to work with me, I would happily teach her what I know... and maybe perhaps.... We could take down the Eldritch together...and put an end to this madness, once and for all.”

Beatrix considered, holding hands with him, and nodding once. She moaned softly, constricting around him, and he soon followed, loosing himself inside her. He held her to him when she started to slacken. Oh yes, she had far more potential than she realized. And he'd help her realize it; turning her into another powerful caster in this war against the Eldritch.

And who knows. This could prove to make her more loyal to him. Maybe even enough to back him up when it came time to choose between him or Spike to lead the alliance. Only time will tell.

*****

Gooey trails slicked the cave while Chrysalis stumbled down it. Her wings buzzed uselessly, damaged in her mad flight to escape when she'd crashed into a wall. She couldn't hear the Eldritch in her head anymore, and felt so alone again, like when the hive betrayed her and sided with Thorax. With nowhere to turn, she aimlessly sought to escape to nowhere in particular.

Was that light at the end of the tunnel? She smiled, deliriously, stumbling towards it and bleeding out all the while. Then she paused, a feminine silhouette with tiny horns, wings, and a tail swimming into view. “B...Bellatrix?”

“Indeed!” The succubus spread her wings and glided over, touching down before her. “Going somewhere?”

“Freedom,” wheezed the former Queen. “H-help me-” A claw lashed out, nails raked across Chrysalis' throat, which opened. She clutched her neck, choking on her splattered insides, gurgling. Trying to crawl away, the she-devil stomped her back with a snap, her shrieks echoing when the demon sang and pulled, dismembering her piece-by-piece.

The severed parts still twitched even after Chrysalis expired, her slimy insides trailing down Primadonna's curves. A foul odor filled the atmosphere, but she hardly minded, used to far worse when she'd traversed the Necronomicon.

But what to do now? She couldn't return to her former allies. Not only did they think her a traitor, but her presence was a beacon to the Eldritch. “So sad. No one to mourn you. I can relate.” Aimlessly she considered her next move.

She tossed aside an arm and floated down the cavern with flaps of her wingspan. The exit loomed closer. But she sniffed the air, catching a subdued scent from somewhere close by. Her yellow eyes scanned the shadows, seeing a lithe figure hidden there. Someone she realized had been shadowing her and Chrysalis for sometime, prepared to intervene if necessary.

Claws stabbed out ready to pierce the observer. “W-wait!” She paused, a moment before the wide eyes staring back. The mare lowered her hood, unkempt green hair spilling about her freckled face, her loose cloak hiding her tiny form.

“Who are you? Speak fast!” She grabbed the stranger's neck, ready to crush it. “Are you with Fancy Pants or Spike?!”

“I'm...I'm all on my own,” she muttered. “My name's Wallflower Blush. I followed Sunset Shimmer through the portal, wanting to help, but before I could even make her aware of my presence, everything went to absolute hell. I ran away when the Eldritch attacked, realizing I couldn't do anything as I was, and I ended up separated, having to run, hide, and scavenge to survive.”

“Assuming that tale's true, you must have some talent to survive this long on your own!”

“Well, it helps most don't seem to notice me. Even the Eldritch don't seem aware of my presence most of the time. I used to think it was a curse, resented it, but now? Well, in a strange way I'd like to think myself blessed.” She coughed when Primadonna relaxed her grip. “Thanks. Trouble is, I might not be the only one who followed Sunset through the portal before it broke...”

Taking a moment to consider her story, Bellatrix chuckled. She swiped away the mare's cloak, revealing a pair of wings pinned to her back. “A pegasus, huh? Those are pretty rare these days, from what I've heard. Most of them died in the initial war.”

“I don't know why. Maybe because I wanted to escape when I first came here and the magic reacted to my subconscious?”

“It doesn't really matter. Want to team up?” She twirled her tail around Blush's scrawny legs. “We don't have anywhere to go, and it'll be a riot, I'm sure.” After a moment Wallflower subtly nodded, and fell into step alongside her. Bellatrix noticed she was armed too, a small bow and quiver strapped around her, likely to hunt whatever she could find in the wastelands. Did they eat meat in that human world? Admittedly the she-devil soon brushed aside her curiosity, more concerned with a little fun!

Granted, she was putting Wallflower in danger being around her, but she'd look after her, and maybe Blush would compensate her? She twirled a digit through her messy mane, looping it around her finger with a subdued giggle.

Chapter 9

Beatrix Belladonna wheezed, mane matted in sweat as it wildly tossed about. Her wide-brimmed hat bounced atop her head, her cape whipping about, the eyes and mouths all over her costume stirring like crazy as they were riled up like their keeper. She dodged a black-and-purple fireball tossed her way, the booming explosion kicking up dust which she choked on.

Her teacher, however, was refusing to let up as Sombra hurled more destructive spheres at her vicinity. He was holding back, though not too much as she had requested. After all, she'd need to be in top form if they were to overcome the Eldritch. Her heart was racing, whirling around with the grace and precision of a ballerina; ending with a pirouette on her heel and letting out a hardy laugh. This of course lead to the unamused unicorn to fire at her feet and cause her to fall forward and face plant into the dune of sand below.

"Blugh! Owww..." She pouted while getting up to spit out and dust off the sand. “Damn it! That's what I get for showing off..." She blushed sheepishly.

“Theatrics like that will get you killed. It's why your mother was best suited for distractions rather than combat," he corrected while approaching her; inspecting to make sure she didn't sustain damage. “You need to work with barriers if you want to improve your defences. Other than that.... You're doing fairly well."

“Really!? You mean it?” Her eyes twinkled a little before she coughed and changed her composer. “Ah-- er... I mean, naturally I would be! I am the daughter of Trixie and Shining Armor after all~!” She boasted while brushing the last of the sand off her body while Sombra rolled his eyes.

As he expected, it wasn't long until Beatrix was back to her old self. But he really did mean it when telling her she was doing well. They'd only been training for a few hours and already, she had mastered the basics and nearly a quarter of some advanced spells surprisingly fast! Perhaps it helped being the key to the Necronomicon, he pondered while continuing with his inspection of her.

Thinking he was checking her out, Beatrix couldn't help but tease. "Enjoying the view, Sombra? Hehe! If you wanted to get a closer look, all you had to do was ask~" She spoke in a sultry tone while stretching the top of her leotard to better empathize her ample breasts; the snap back causing them to jiggle in place. And while his eyes were to her chest, they were actually on the eye-shaped jewelry that rested above her cleavage; glittering in the rays of the moonlight above.

"This...Prima Materia," he stated, reaching to lift it as he tried to recall the memories of its creation. "It was...born form you, yes?"

“Y-Yeah.... You split me in two and created perfect copies of myself back in my dimension; only to murdered my other self who became this. No hard feelings!” She insisted, pressing herself closer to him while taking her jewelry to look at it herself. “But after some time, I came to realize that it's incomplete; therefore making it pretty much useless. It only serves as half of the key. So unless the Eldritch fully corrupt me, I can't produce another half that's suitable to completing it and unlocking the full powers of the Necronomicon. It's why the they haven't murdered me by now."

Sombra considered the implications while stroking his chin in thought. “Hmm.... Then it's best that I avoid teaching you anything from the dark arts. Any spell from it has a high chance of further corrupting you...as it did me...” He added soberly; acknowledging how hard he'd fallen into them during his youth. If only to better serve the usurper of the Crystal Empire against the warnings of Celestia and Luna, cementing in his change into a monster. And in vain arrogance, he still hesitated to turn from that path.

He was never one to admit weakness, even if he could see his as clearly as night and day...

Sitting down cross-legged before him, Beatrix wiped her brow and heaved. “Holy hell, I am pooped! I really should have thought ahead. I forgot to mention it, but this place is void of any food or water. Nothing for miles. It really is the perfect place to come and just... die,” she said, trying to hide that last statement with a whisper.

Sombra was still remembering his previous lives. In another world, he'd ended his own life by impaling his chest with his severed horn; preventing the Necronomicon from claiming his mind and soul again. Beside him had rested the bloodied time, and both hurled through the endless vacuums of space on an asteroid; waiting for the inevitable impact of certain doom.

Blackness overtook him before impact, perhaps with a planetoid, the sun, or a black hole. He'd succeeded in destroying the grimoire, but the Eldritch have proven to be just as bad; if not worse.

“If you insist on dying, make sure it's for a good cause, and that your sacrifice won't be in vain. We are at war and there is so much left undone...” He commented while sitting across from her.

She nodded solemnly; knowing that without any supplies, she'd have no choice but to return to them soon. Whatever potions she carried would be too toxic to hydrate them much. “I just...wanna make my parents proud, that's all..." She perked up. "Though you know, I could just ditch you once you've given me what I wanted. I am the only one who can cross through dimensions~”

“Don't even try to threaten me with that," he responded flatly. "I know you. You wouldn't abandon a powerful ally."

“You sure about that~?” She continued to tease, shimmying her shoulders. “My mother would. And I take far more after her than my father!”

"And because you do, it had lead you to many ill-fated attempts at my head. I seem to recall your last ploy in your dimension. And that didn't fair well for you, did it?"

“I... I guess not. But you're not that Sombra; at least not just him. All the different counterparts that tapped into the black arts died before being compressed into one! So that would mean some of them must have had noble ambitions like you trapped in them!” She grinned; playfully tugging at his own cheek. “Perhaps you and my father are more alike than you care to admit, hmm?"

He groaned, brushing her hand away from his snout before rising up. “If only you'd abandon your childish antics and horrible habits. Maybe then your defenses would be better. Keep that in mind, we're resuming after a short break.”

“Hmph. Spoilsport..." She muttered at him as he turned to collect himself. With a sigh, her fingers would trace around in the cool sand below. Since the sun no longer rose during this timeline, there was little heat left. Lighting up her horn, she ignited a flame to turn the grains of sand into glass that sparkled. Magic had so many utilities. And yet, it was still a sense of wonder to her; almost like a reminder of what her parents were fighting to save.

Perhaps all of Flurry Heart's sentimentality had rubbed off on her more than she cared to admit? Dismissing her sappier thoughts for the moment, she rose and prepared herself for the next round of practice with a stretch and a wide yawn.

He'd work her soft butt into shape, probably in more ways than one. And much as she hated to admit it, she was starting to warm up to him a lot. No, it was far more than that. Not that she'd ever dare admit that to her father who surely wouldn't approve!

“Tee-hee! Alright then, what's my next lesson?”

*****

Within a day Spike's new arrivals settled into the Pleasure Gardens. Submerged in the cool waters and the tranquil atmosphere brought on by the gentle breeze, alongside the scents and sights around them, it helped speed the healing of those who'd been captured and weakened by the Eldritch. An abundance of fresh food was brought to them in baskets by Fluttershy and Tree Hugger, an overflowing cornucopia of ripe fruits, vegetables, and even some breads slathered in honey.

While Fancy Pants and his crew had managed to scrounge out a living underground, he, Fleur, Octavia, and Diamond Tiara in particular were used to living the high life. What Limestone and the Diamond Dogs found growing in the dark proved plenty safe and nutritious, but had proven an acquired taste at best. However the Pie sister seemed quite happy munching on it.

“Quite a place,” observed Fancy who liked his companions had stripped completely, save for his trademark monocle.

“A true slice of paradise,” said Fleur who draped her perfected body on him in an exaggerated manner with a playful leer and a similar flirty growl. “Of course, any place where you're with me is heaven. But what will be our place here, my love?”

“You can be my lieutenants,” called Spike who wrapped his claws about the waists of Ember and Smolder.

“It's not so bad,” assured Shining Armor who sat by Trixie. “I got a nice sword and armor out of it, for one!” He nodded at the shiny white armaments scattered about on the dewy grass nearby, the atmosphere moist from the waterfall nearby.

“We're workin' on lots more,” said Smolder. “We'll forge 'em up-”

“And then Sweetie and I will apply the finishing touches,” said Rarity who brushed hands through her wet mane while she and her sister waded in the pond, the water droplets glistening and sliding down the clefts of their anatomy.

“We've already forged a ton,” said Ember who planted a hand on her scaly hip. “Lucky we have all the materials we need in the Badlands, huh? Lots of raw ore just buried in the earth, waiting for us to carve it out! Soon, we'll be able to arm an army!”

“But for now let's all relax,” said Spike. “I'd like to give you a hero's welcome! Granted most of the time we just celebrate with lots of grub and sex,” he admittedly cheekily with a scratch of his neck. “But I'm sure you'll soon make yourselves at home!”

“Most gracious,” stated Somnambula who sat with the other drained mares who'd been captured, like them still woozy. “However, don't expect all of us to become part of your harem. I am certain Sombra will return for us.”

Ember and Smolder were about to say something, but Spike shrugged it off. “Sure. You can stay here, for now.” It was breaking with Dragon Lord tradition, but he'd deal with any consequences later. He certainly didn't want to force his guests into an unwanted position, and as for Sombra, perhaps there would be a reckoning when they met...if he was still alive.

“He'll come back for us,” Inky Rose repeatedly assured herself, almost sedated from the blood loss. She'd let her hair down and held onto Pacific Glow for support, the waters steaming around them as Spike's breath carefully warmed their pool.

“There, there!” Pacific dabbed at her friend's teary eyes. “He'd never abandon you in particular! You're his favorite!”

“I-I know.” Inky squeezed her friend's hand under the waters, who giggled. “Diamond Tiara, are you okay?” She looked to the mare who rested her bottom on the bank, staring at her own reflection; she'd barely spoken since being liberated.

“Yeah, I'm fine. Just tired of feeling so useless,” she confessed. “If only I wasn't a dumb earth pony...”

“Hey,” snapped Limestone who was washing her chiseled muscles under the cascade from the rock. “Earth ponies might not be flashy compared to pegasi or unicorns, but we can more than get the job done! We're stronger and sturdier than average, for one!” She flexed a bicep. “Plus, we have our own innate magic to help stuff grow faster! Check out what Tree Hugger's done!”

“So we're workhorses fit for labor. That makes me feel a whole lot better,” answered Tiara with an eyeroll.

“You could always be like my dear departed sister Pinkie,” said Limestone. “Get creative. You're brainy, aren't you?”

“That's right! Like, no one dances quite like me, for instance!” Pacific bent herself at an awkward angle, tilting herself upside-down while she swished her hands and wiggled her hips and rump. “Just use whatever you were born with!”

“Tch. Playing the hand I was dealt...I'd rather make my own!” Tiara fell onto her back with a long sigh.

While most of them took to the Pleasure Gardens rather quickly, the onslaught of light and noise proved too much for most of the Diamond Dogs, who preferred the rougher landscapes of the Badlands. Of course they kept to the caves, both because it was still too bright in some places out there, and because they didn't want to risk being spotted if the Eldritch happened this way.

Perching above the heavenly paradise with the dragonesses, Spike found Twilight and Sunset were already waiting for him, and beamed at the duo. He drew them close with his arms and wings, overlooking his subjects while they cheerily lounged and lazed.

He decided it was probably best to let the fresh arrivals adjust for a while, uncertain whether there would take to participating in the ritual orgies. Settling on a new idea, he decided to make his announcement when he felt the time was right.

For now he'd simply retire to his quarters where he'd continue to plan and prepare for the inevitable confrontation he'd once tried to avoid.

*****

A thunk sounded when a shaft was loosed. The arrow-tip pierced a bloated scorpion who shrieked, gushing and twitching while it went still. “Nice shot!” Bellatrix Primadonna patted the archer's butt. She flapped her wings, hovering over and tilting her head to curiously study the creature pinned in the earth. “Looks delicious!” She sensuously licked her lips.

“I've made do,” admitted Wallflower Blush who's tattered hood and cloak were drawn about her. Paranoia crept over her while her eyes darted about the endless stretch of desert, heading over to dinner. “There should be just enough to share.”

“About that...succubi don't really require much in the way of food or water even when taking flesh. We're very efficient organic machines in that way,” she replied crouching down and poking the dying creature with a grin. “We do, however, have certain...other needs to survive.” She maneuvered her spade-tipped tail under the cloak, coiling about Blush's ankle.

The pegasus lived up to her name, shying away a tad with pink staining her freckles. “I...I barely know you.”

“So? Keeping it casual should make it even easier! Or is my form not appealing to you?”

“It's...not unattractive,” admitted Wallflower who tried not to stare, finding it rather difficult when the she-devil walked around fully naked and her ample breasts and buttocks seemed to jiggle in an almost cartoonish, distracting manner.

“I could always change it if you're not pleased?” Bellatrix altered her skin color from a searing crimson to a pale white. “Perhaps this is less abrasive? Or...” She massaged her already considerable bosom, until the size more than doubled, massive milky udders swinging and swaying while they sloshed with milk. “Better?” She pinched both her wide pink nipples.

“Ah,” cried Blush who closed an eye when a stream of lactate sprayed her freckled face. “You asshole,” she snarled while the succubus crazily laughed. Wiping the lactation away, some of it ran into her mouth, tasting unbelievably sweet to her chagrin. She chuckled too, despite herself. “Um, wh-what exactly are the limitations of your shape-shifting abilities?”

“Ooh,” she teased. “You are curious! Well, I can't change my size too much, so turning into a bug or some huge animal is out of the question. But if you wanted to experiment some...” She guided Blush's delicate hand to her crotch, placing it upon her vulva, when suddenly a stallionhood filled her palm. She snickered again when the huntress reflexively drew back.

“No, I...don't want that. Could you...um...” She stared at the ground. “Sunset Shimmer,” she mumbled.

“Oh my, so that's what gets your joybuzzer working? Well, I'm not one to judge! All sex is good to me...” Shifting her shape again, Bellatrix took on a perfect likeness of Sunset, expect with the demon's swagger and cockiness. “This better?” She slowly ran her hands down her nude form; the swell of her tits, her smooth stomach, her bald pussy, her foal-bearing thighs.

“Y-yes.” Wallflower was practically drooling, hesitating to so much as blink in case she missed something.

Primadonna tackled her to the dirt, tearing away the hooded cloak. She straddled the nubile pegasus, studying the turtleneck sweater and striped pants below. Sneering a tad at the woman's lack of style, she forcefully removed those too, leaving her in a polka-dot bra and panties. She snapped the top away, bearing small but perky tits, and then drew down her undergarments.

“I...I know I'm not much,” said Blush who turned her head away, breathing rapidly.

“You're fine. A tasty little morsel, even if you don't have much meat on you. Freckled in all the right places, too...” Wallflower blushed harder at her words, the succubus poking and prodding at her spotted little titties, topped by erect nipples.

She took one of the buds in her mouth, suckling on it. By now dinner was almost completely forgotten, but Blush hoped it would keep in the dry environment for a while. “From overhearing Chrysalis confer with the Eldritch, th-there's-” She bit her lower lip, Bellatrix's fingers tracing the thin moistening cleft of her pussy. “There's still an ocean somewhere~!

Primadonna laughed in a predatory manner when she practically screamed out the sentence, feeling her lover's nethers quiver under her touch. “That easy?” She felt juices splash her digits. “You don't have much experience, huh?”

“...no.” She squirmed and squeaked and whimpered under Bellatrix's advances, a pair of fingers slipped right into her wet tunnel, toying with her spongy g-spot. She continued to kiss, nibble, and suck on her tits, her free hand tracing circles around her swollen wet lovebud. Her spaded tail scooped up her cunt nectar, licking it clean, like the sweetest wine to a succubus.

The devil danced her digits upon Blush's chest. “Are you sure you don't want a cock in you?”

“Too weird for now,” said Wallflower. “I'm still not totally used to this new pegasus form after all this time.” She cautiously spread her legs open. “D-drink from me,” she offered recognized the demon was feeding on her sexual juices. She whined and bucked her crotch into Primadonna's face, who dove in, probing her muff with laps of her tongue and slurping down lubricant.

They'd need all their strength to find this supposed surviving ocean. Bellatrix cleaned her out, wondering why the Eldritch would leave a body of water untouched? Was it simply not worth the bother? No, she sensed it had to be something more ominous. Whatever secrets they were keeping their, they'd suss them out, figuring she had nothing better to do.

Even now she wanted to help her 'sister' Beatrix, and maybe Sombra, too. They were the only people who really cared about her, after all, and while her former master might have been cruel, he'd also uplifted her from just another random monster mindlessly wandering the Necronomicon to feed and offered her a purpose. For that she'd always appreciate him!

*****

“Alright, score!” Beatrix exclaimed. With the help of her mentor, they were able to overturn the wrecked wagon and raid the treasure chest inside, managing to find a few rations in them. She tore the preserved nutrition open to start consuming it. It was designed and enchanted to last decades if necessary and even though the taste of it was utter crap, her stomach was complaining too much for her to care.

Sombra brushed aside sand and sat across from her while he absentmindedly munched on his own while sighing. ”It's something. At the very least, it'll replenish our energy to tap into more spells and magic. Though this doesn't solve the water situation. We won't make the next few nights at this rate..."

“Yeah, I really don't wanna resort to drinking my own piss...” Muttered Beatrix between messy bites. “Though knowing you, I wouldn't be surprised if you drank blood and were inches away from feasting on me~” She winked at him with a wry smile.

“Making me out as some generic novelized vampire? I'm hurt...” Sombra scoffed while baring his canines with a large grin. He decided to tease her back. "And knowing you, you'd probably get off on it."

“Perhaps I do. You'll never know,” she replied coyly with a wink. Unfortunately she didn't take into account the messy chunks of mushed up food around her mouth; earning more of a subdued chuckle from him than anything. She blushed, crestfallen at her failed attempt to flirt when he reached over with a napkin and dabbed at her face. “Thanks...”

“Its nothing really,” he replied; not really expecting to enjoy tutoring her like this. She was very persistent in refusing to even tap into the black arts; which he agreed was probably for the best as it would likely push her even closer to being this dark messiah the Eldritch wished to convert her to. “While we haven't had much time, maybe it's best we return soon.”

“You'll still continue to teach me though, right?” She all practically bounced in her seat with glee before he nodded. Finishing her meal with a lick of her lips, her eyes fell back to the dark unicorn before she twinkled her fingers to spark some magic through her gloves. “Y'know...for being such a...commanding instructor and a good teacher...maybe I should give you a reward,” she said huskily while placing her hat aside and theatrically waving her cape and leotard away before she slowly crawled to him.

His eyes blinded as he watched her body sway; tits jiggling into each other while they hung low, her heart-shaped ass bouncing slightly before she gradually maneuvered towards him; having her face a few inches away from his crotch. "Oh my.... Are you certain you're not just rewarding yourself?" He asked in a lowered tone that was both growling and sexy.

"Hehe.... Either way, we're both winning here aren't we?" With that said, she vanished his armour and clothes; leaving his erecting cock out to nearly bop her in the face. Her nostrils flared when she breathed in his masculine musk; her brain addled with momentarily brain-destroying lust. He watched with his eyes glowing heavily; reaching down to rub the side of his cock against her cheek before rubbing it slowly against her lips. She blushed and cooed in appreciation with a hazy expression; feeling his precum smear against her lips as they kissed his shaft. Soon, she opened her mouth wide with her tongue slightly hanging out.

“There's a good girl~” He whispered, resting a hand on the back of her head while he drove her open maw to swallow his cock. “You've been a very good student. Perhaps I should reward your efforts in becoming a more powerful mage~” He praised her; digging through her mane while he helped her bob her head up-and-down. “What really surprises me is how skilled you are at this. I rarely have to use force to get you to take all of me in~”

After a moment, she pulled off her cock with a wet pop; panting slowly as she stroked in the saliva one this coated treat. “I mean, It's not like I'm against you being forceful...” She whispered to him. “That's what makes you feel powerful, right? Shoving me hard against the wall, bending me over, just to stuff my pussy or ass over and over til their both overflowing with your cum~?” Each breath got heavier as her marehood winked considerably at her own dirty talk. She could feel herself leak more and more nectar down her thighs.

“Now there's an Idea~” He grinned, bringing himself up before pulling her with him. Quickly, he shoved her up into a wall of the wagon; the force causing bits of debris to scatter down. She yelped before let out a giggle of anticipation; rubbing her pussy against his dick to entice him into carrying out his animalistic urges. It didn't take long before he slide himself into her slit; filling her foal canal to better fit the shape of his penis before he began to ram her hard into the wagon with swift thrusts.

Surprisingly, she was still quite tight despite having forced out all those eggs not so long ago. Not that he would complain, as her body was still his to play with and ruin as he saw fit. Beatrix mewled and groaned, her leg sliding up his side to help him get a better angle to best screw her cooch. With a leg hooked in one arm and her body pressed closer to the other, Sombra found this pose to be quite thrilling; especially as he got a great view of her udders bouncing about with each thrust. Licking his chops, he leaned in to claim one tit in his mouth; sucking and nibbling at it hard, which sent sharp sparks of pleasure through her back.

“G-Gaah, oh fuuck! Ohhh, what is daddy gonna think if he finds out i've been letting his arch enemy screw me? I-I can only imagine the look on his face; watching his little girl taking this big dick~! Mmm, oh! What if you get me pregnant~? You'd like that, wouldn't you. Seeing daddy squirm while you pump me full of your babies,” she muttered to him sweetly. Of course, this over-the-top dirty talk was just her feeding his ego into fucking her harder; which was working given how roughly he was now smacking into her. She felt his cock batter at her womb; making her scream out while her nails scratched into his flesh. "Y-Yes! That's it, stud. M-mess me up! Ruin me!” She chanted; losing herself to her passions as her pains slowly became forgotten to her.

Letting go of her chest, he pulled up to roughly yank her mane and flipped her over; pressing her face into the wagon while her ass stuck out to him. He withdrew from her abused pussy and began tracing her anal ring with his moist flare; lubing it with a mix of their excretions. With a sly shake of her hips, he drove his cock hard into into her ass, causing her to squeal as she got battered like she wanted.

Her buttcheeks clapped each time he impaled her; groaning as she felt his balls swing into her wet marehood over and over. While the gentle love making they did was a very nice moment, there was no time or room for tenderness. No, right now, she wanted it rough. She needed his raw passion to overpower her.

As depraved as it was, it felt simply wonderful to lose control. To have someone else take command and relieve her pent up stress. Wracked all over each time he claimed her body, she cried out in rapture; sounds crashing when the entire caravan collapsed around them. He grunted with a particularly hard thrust; partially emptied himself inside her, before pulling out and painting her back and buttocks in runny splooge that trailed down her rump and cunt. She took a moment to breath before she span around and got back on her knees to she playfully lick up the cum on his drenched shaft and balls.

“Mmm. Should I take this as an extracurricular activity? Or just extra credit?” She winked, licking more cum from her fingers.

“Whichever makes the most sense to you, pet.” He sighed in relief, stroking her mussed up hair and cheek.

Once the two finished up, Belladonna stretched with a yawn, sleepily blinking as she lounged in her afterglow. With his aid she'd went from a mid-tier mage to at least a level above in almost no time flat. Of course, she knew he was still far beyond her in raw power and experience. Certainly the dark arts would boost her significantly, but the possible prices were far too high.

However the thought of returning and facing everyone else, especially her parents, made her heart sink. Maybe that's why she'd drawn close to him in her hour of need. It's the same reason she'd spared Bellatrix when some wanted her jailed or executed in her dimension; she was a monster and thus could only judge Beatrix so much.

She'd clung to anyone who would accept her, knowing that no matter how Shining, Trixie, and Flurry all loved her, none of them could ever possibly understand someone innately tied to the shadows.

*****

The horns sounded to summon everyone. Spike stood before his gathered herd and the new arrivals, thinking maybe he should've written a speech, but such things weren't really his style. No, he preferred to speak directly from the heart. “I want to try something a little different today. Instead of choosing a partner for the ritual, how about a free-for-all?”

There were looks and chatter among the crowd. Smolder asked, “You sure that's a good idea?”

“Why not? I mean, no one has to participate if they don't want to. Maybe a signal to decide if you want to link up with someone?” He looked around him, plucking a flower. “How about this? Everyone take one, present it to somebody, and if they accept it well, you know the rest! Feel free to swap and pass them around! Sunset, make certain they're all willing, okay?”

Sunset nodded. She and Twilight had tried to figure out where Sombra and Beatrix were currently located with no luck. Unable to make any real headway against the Eldritch at the moment, the Dragon Lord instead focused on preparations, which included making his new allies feel welcome and having more weapons forged which would be enchanted by Rarity and Sweetie.

Finding the terms agreeable, nearly everybody chose to participate. The pink haze emitted by the flowers blossomed over the Pleasure Gardens. Flowers were offered and they settled into small groups to amuse themselves. Fancy snuggled with Fleur, Octavia, Vinyl, and Limestone joining him, choosing to remain attached to him for now until they figured stuff out.

Somnambula was one of the few who chose not to participate, excusing herself and watching from afar, seated in a lotus position while she meditated. She opened and eye, hearing a rustle as someone approached. “Inky and Pacific?”

“That's us,” chirped Pacific Glow. “Why aren't you down there?”

“For similar reasons as you two, I imagine. We are bound to Sombra. But I also believe my body is a holy vessel. I dare not desecrate it with any commoner. And while Sombra may be malevolent, his seed is powerful indeed. He'll bear strong fruit that will survive the cataclysm to come, given the opportunity. My karma will balance eventually.” She rubbed her belly.

“You see lovemaking as something sacred, ceremonial.” Inky managed a small smile. “I can understand that.”

Somnambula nodded, plume wrapped about her. “If the seed takes root under an improper context, such as being forced on a mare, the child could live a cursed life. Fortunately, he's willing to observe my wishes, for the sake of Equestria's future.”

Inky observed from their hilltop. “I'm surprised Diamond Tiara's down there. Guess curiosity got the better of her, huh?”

At the moment Tiara accepted flowers from a few Diamond Dogs who'd also been driven by their curious nature to brave this place despite how harsh it was too their senses. Weaving the flowers into her mane to help decorate her silver crown, she took one into her maw, and stroked another pair with her hands, while the final two knotted her lower holes, battering her between them. She moaned and moved with them, so overwhelmed with desire she hardly cared who took her at the moment.

“I...I'm feeling a little worked up just watching,” said Pacific who squeezed her burning thighs together.

“We could always join in,” said Inky who clasped her from behind. “Or I could take care of you?” She nipped her ear.

“I'd like that,” she replied with a titter. “I don't think master would mind, if it's with other women?”

“Sombra...” Inky would have prayed for her lover if she believed in such things. Instead she placed her faith in him, knowing he was cunning, powerful, and above all determined. She'd wait for him until the day she died, if need be.

While further in Shining Armor sat with Sunset and Trixie. “Whatever mistakes our daughter's made, I know her heart's in the right place. She'll come back when she's ready,” he assured himself more than Lulamoon.

“Trixie's little hellspawn is tough. Naturally, as she came from me! Oh, and you too, I suppose.” She tickled his six-pack with a smirk. “If not our universe it would have been another. No, it's the Eldritch we should blame for all this!”

“I agree, but it's quite a mess however one looks at it.” Sunset cuddled up to his other side and leaned her head on his broad shoulder. “It's time's like these I'm the most anxious. That's because I know this can't last.”

Around them many made love, but with Spike's proclamation today was far more casual than usual, many content to simply ride out the euphoria washing over them. Some mares simply masturbated until they were satisfied, passing out peacefully. The Dragon Lord tended to a number of takers at the moment, including Twilight who longed for his company.

However he was interrupted by Somnambula, who's eyes had snapped open when an ominous vision filled her. She'd spread her wings and sailed down to meet him. “I've had a terrible premonition. You must prepare to buffer our defenses!”

*****

With their ability to fly, and their stomachs full as they could be in the scant deserts, Bellatrix and Wallflower were able to make good time while they raced across the endless dunes. For days the duo traveled, stopping to rest when necessary, and to make love; although Blush still hesitated to experiment much more. They'd also filled their sacks with lots of the larger bugs they'd hunted and Blush's canteen with water from the occasional cactus that managed to thrive in the wastes.

Eventually they crossed from the sands to cracked earth. The succubus shrugged and followed the huntress, who looked to the stars to guide her, having charted them in her spare time since coming here and using them to navigate. They were following a map in her head laid out by what she'd overheard Chrysalis talk to herself about while conferring with the Eldritch.

The ground shook and they took shelter behind a boulder. In the distance more undead dragon-machine hybrids were on a tear, digging up the earth wherever they passed, no doubt trying to ferret out those who'd smashed one of their labs.

“We'd better keep moving,” warned Primadonna. “Hate to share this, but the Eldritch can track me anywhere!”

“What?!” Wallflower kept low while they dashed from cover-to-cover. “Can you throw them off somehow?!”

“Don't know. Sorry I dragged you into this, but hey, at least you're not bored, right? Besides, you're obviously much lonelier than I am, and spending all the time alone will drive you a little batty!” Once they made some distance, they took flight anew.

The she-devil noticed some of them were headed in the direction of the Badlands and wondered if Spike's hidden paradise was about to come crashing down around him? However, even if she could reach there would they even believe her? Or would they kill her on sight, thinking her a traitor? Better to avoid them, she decided, as her presence would simply draw more Eldritch.

After a number of hours no evidence of the wandering Eldritch remained, no doubt occupied elsewhere with their search. Bellatrix hoped they considered her beneath their notice for the moment. They rested shortly, then resumed their trip.

It was a few more days before the ocean finally loomed into view. “So it's not just a rumor,” whispered Wallflower who breathed in the sea breeze. Tentatively she removed her boots, touching her feet on the wet sands, a wave lapping at them.

“Water seems safe enough,” said Bellatrix who took a taste of its saltiness. “But why didn't the Eldritch contaminate it or something? Maybe they have bases underwater, you think? Wouldn't surprise-”

“Wait.” Wallflower's eyes narrowed when she stared at the horizon. “On the rocks, out there...”

“I see them,” noted Bellatrix who's yellow cat-like eyes could peer even further. “Some sort of...mermaids? Let's check 'em out!” She unfurled her leather wings and cackled while she took flight over the dark seas churning below.

“Hold on,” called Blush to no avail. With a groan, she followed her reckless companion. And when they finally neared the moss-covered rocks miles in her worst fears were confirmed. She beat her tired wingspan, hesitant to approach further.

“My, aren't you three a sight for sore eyes?” Bellatrix studied the troika whose backs were too her, their upper halves beautiful women save for fin-like ears, their shapely buttocks meshing into shiny scales of their fishy tails. “Uh?!”

Much like Chrysalis their luscious forms were inflicted with self-mutilation, metal and bone woven into them. Despite this they were still exotically beautiful, almost beyond compare, especially when they started to sing in unison.

But it was different from the lovely song the Dazzlings once sang; it was the madness of the Eldritch, who in desperation had recruited more who'd escaped through the portal between worlds to their cause, leaving the sisters to protect this region.

Bellatrix and Wallflower tried to flee, but it was too late. Their hands went to their aching heads, alien whispers infiltrating them while the Dazzlings telepathically communed with the Eldritch, shattering their equilibrium. They hurtled about, drawn by the siren call, compelled to obey despite knowing it would mean their doom. The pair crashed upon the mossy stones.

Adagio, Aria, and Sonata bared razor-teeth, shadows looming while they descended on their writhing prey...

Chapter 10

While she couldn't provide any proof, Spike wisely trusted Somnambula's vision of disaster, and made Ember sound the horn to abruptly end the ritual orgy. There were cries of disappointment all over, but he stilled them with a wave of his claws, summoning up his followers to address them. Thankfully the dragonesses, Twilight, Sunset, and Shining Armor moved to support him. “Ahem! Sorry to cut this short, but we have reason to believe the Eldritch are on the move in this direction!”

“Now don't panic,” called Sunset when she saw several pale or shrink like they wanted to hide. “We don't know for certain, but better to play it safe. We can bunker down here and fortify our defenses. Isn't that right, Twilight?”

“Yes,” she assured stepping forward. “Remember, we have three dragons here, plus a number of powerful mages and warriors!” She tried to assure them and herself, reminded that they'd somehow survived worse disasters.

“Have faith in the Dragon Lord,” said Shining whose white armor and sword had quickly been retrieved and placed on him by Trixie, making him look like the noble knight his parents always wished him to be. She stood close by and smiled with a wink, supporting him. “He's taken care of you so far, hasn't he? Without him we wouldn't be here, either!”

Finally Fancy stepped up, still fumbling with his suit. He'd hastily redressed too to appear more dignified and his wife helped him into his crumpled suit. “Yes, I do believe Spike can uphold his claims. He took us in when he easily could have abandoned us.” He pulled Fleur close by the waist. “We have more than enough resources here to endure an extensive siege.”

Fleur nuzzled his snout, posing on him without bothering with a stitch of clothing. She maneuvered herself so that his hand brushed over her posterior, still addled with lust by pheromones she'd breathed in from the plants.

However she was left to whine in disappointment when he gently rebuffed her, knowing his organizational skills would be needed. “Perhaps this will perk you up, darling?” Rarity carried over the stylized halberd, its pole now lined in runes. “I hope you don't mind, but it didn't need much modification, so Sweetie and I took the liberty of enhancing it!”

“Um, what she said! Look, it's glowing!” Sweetie Belle squeaked in delight at their latest masterpiece.

“Wonderful,” observed Fleur who took it, stepped away, and spun it with both arms which left a white trail in the air.

Knowing there was no time to waste, Rarity and Sweetie headed off to enchant and craft more runes, which would be fitted into the weapons and armor Ember and Smolder forged in the volcano's heart. Fancy and Fleur helped direct the noncombatants, Twilight and Sunset prepared magical defenses, and Limestone went to inform the Diamond Dogs not here.

“Don't mess around,” warned Trixie who took Shining's arm. “Trixie didn't find you just to lose you!”

“No worries. I can't leave you until our daughter's born,” he said with a cheeky smile while drawing her close.

Octavia retrieved her instrument from its case and played a soothing tune to calm the more troubled bystanders. Vinyl shot her a sad smile, wishing she could play too, but most of the necessary equipment she needed was long trashed. Instead she danced alongside Pacific Glow, figuring at the least maybe they could help boost morale.

“Bah. Maybe I should have taken up potion-making like Apple Bloom,” muttered Diamond Tiara with a pout.

“We all have our roles to play,” assured Somnambula. “Your time to shine will surely come.”

“Just soak in the vibes and relax,” said Tree Hugger who lounged next to Fluttershy. “We'll make it through this.”

Inky started to say something but shut her mouth, aware negativity wouldn't help. But without Sombra around she couldn't help but have her doubts. “I can scout ahead, check and see if the Eldritch are anywhere nearby.”

Somnambula shook her head. “Too dangerous.”

“I'm swift,” she reminded her.

“I know you wish to feel useful, and perhaps even hope you'll somehow find Sombra out there waiting despite all odds, but he wouldn't wish his favorite lover to place herself at risk.” The priestess wrapped an arm around Inky's shoulder.

“I-I suppose not,” said Inky who swallowed her frustration and anxiety the best she could.

Catching her eye a ways further in, Spike smiled at the goth mare who ignored him. He frowned but shrugged it off, having much bigger concerns. Sombra was an old enemy so it made sense his consort would loathe him, too. And while its true he'd had Twilight and Sunset attempt to track the magical signatures of Sombra and Beatrix, he was almost glad the former had vanished. Only concern for the latter's whereabouts kept him from completely hoping the former tyrant was dead.

*****

“You're far from home,” practically purred Adagio. She and her sisters were no longer singing, the alien harmonics of thee Eldritch now cast into the heads of their prey, left to loop and eventually drive them insane. They writhed helpless on the seaweed-covered rocks, silverfish skittering over the crags. “Wallflower Blush, wasn't it?”

“St-stop,” cried Blush as waves lapped around them.

“Why should we, shrimp? You're nothing but a meal to us,” snapped Aria who flicked her nose.

“A little thin,” noted Sonata. “But this one's plumper!” She nodded at Bellatrix Primadonna.

“Mmm. Now how to divvy them up,” said Adagio who caressed her chin. “We can take our time with these two. Pick them clean at our leisure.” Gradually she traced her nail between Blush's small but pert freckled breasts, which spilled into the open when she tore the fabric. Lower she teased, dividing her clothes to reveal her tight vulva. “Now, who to start with?”

“She's more of an appetizer,” said Aria who was similarly slender, but with wiry muscles.

“Isn't this one important to the Eldritch, though?” Sonata prodded at the succubus with pokes to her stomach. The youngest siren was also the most voluptuous of the three, her assets brazenly bared and soaked in seawater.

While the eldest sister wasn't quite as shapely, Adagio far surpassed their middle sibling, boldly flaunting herself with a lazy swish of her tail. “They gave us free reign of the ocean. It's not our fault Bellatrix was dumb enough to wander into our territory. Let's start with her, shall we? We'll save the stringy piece-of-meat for dessert.” She slowly licked her chops.

“She sure has fat in all the right places!” Sonata giggled, squeezing a tit and buttock on the she-devil.

“Duh. She's a demon of lust,” reminded Aria with a roll of her eyes. “Shame we can't keep her as a pet.”

“Too dangerous. She could get the upper hand and turn on us,” said Adagio. “Why don't we experiment with the enhancements the Eldritch provided a little? It's been a while since we've dined on something finer than the dregs of the ocean.”

“Yeah, I'm sick of being a bottom-feeder.” Aria spat to one side.

Sonata flashed her teeth. “Being so scrawny sure makes you pissy! You sure someone so flat can call herself a siren?”

Silence you two,” warned Adagio who cut them short before their usual squabbling. “Start on her wings. And make it slow.” She slid between Primadonna's thighs which she spread, extending her elongated tongue and probing the she-devil's slit.

All the while Primadonna had been attempting to shape-shift, but her flesh refused to respond, like her new partner reduced to a quivering mass. “The-the Eldritch still need me,” she managed to cry out. Not that anyone of them seemed to care, their leader fishing out her insides experimentally, while her sidekicks pulled her wings fully taut.

Teeth sank into the membranes on both sides. Blood gushed between their chompers, munching and crunching sounding as they stretched and ripped the leathery flesh. While the demon was used to enduring lots of pain, she still screamed, Sonata and Aria messily chewing down to the bone. They slurped chunks down, runny gore streaming down their lips and chins.

Crimson ran down Wallflower's lower lip once she bit into it. Unlike the demon she was used to being patient, to focusing while on the hunt, shutting out all else; which allowed her to momentarily drive out the voices in her skull. In a zen-like state she rose, plucked up one of her scattered arrows, and jammed its head into the side of Adagio's neck in a spurt of scarlet.

“Sister,” cried Sonata who turned wide-eyed.

“How dare you,” snarled Aria who flashed claw-like nails.

Yet Bellatrix rose, trying and failing to flex her skeletal wings. “You ruined my perfect looks, you filthy whores!” Her yellow eyes glowed and she charged at them. Sonata yelped and shrank away, while Aria returned her hateful glare and took a combative stance. However Adagio broke the shaft, clutching the bleeding wound, and shook her head, deciding that for once discretion was the better part of valor. She hastily dove into the waters, and after a moment her sisters followed.

Wallflower grabbed the demon's wrist. “L-let them go.” She shook her cloudy head. “They'd have the advantage, anyhow.”

Bellatrix inhaled deeply and relaxed her predatory poise. “I suppose it is their home turf. But my poor wings,” she whined caressing them with an exaggerated pout. At her mental command, the skeletal remains collapsed inside her back, the wounded flesh partially closing over. “My sister used to have this wonderful healing elixir from Sunburst that could-”

“Sister? You're full of surprises,” admitted Blush.

Wincing when she pinned the bony wings to her slender back, Primadonna stared into the murky depths. “You have no idea. Every kind of horror you can imagine lurked in the labyrinthine Necronomicon. Those sirens are small fry in comparison!”

“I almost feel sorry for them. Like Chrysalis, they threw away their dignity to survive.”

“Sombra was right. The Eldritch really are desperate if they're turning to every petty villain for support. Wouldn't be surprised if there's merely a few thousand of them left!” She cackled. “Serves them right after what's happened to me!”

“Whatever the case is, we'd better beat it. Then again, now that you can't fly, this could be a problem...” She ran a hand through her messy hair, considering. “Can you make new wings? You know, shapeshift replacements?”

“Afraid not. Can't alter my mass too much, and those suckers were pretty huge at their full span!”

“I see, whatever you summoned up probably wouldn't even be fit for gliding.”

Shrugging, Bellatrix morphed her lower half into a mermaid-like form. Like the sirens gills shuddered on her belly's side. “It's going to sting like a bitch when my raw skin touches saltwater,” she complained rubbing the torn flesh around her shoulder blades. “And there's a chance those three might try and attack again, but if they do they'll regret it!”

“Hopefully they won't.” Wallflower looked to the dried blood Adagio had left splattered on the stones. She took a moment to test her plume, then sailed off back towards the beach, the devil following close behind.

It would be a long swim back, but Bellatrix happily splashed, despite the sting of her wounds, taking to the water rather quickly. They raced back towards the relative safety of the beach, grateful this portion of their adventure was finally over.

*****

Everyone raced about in preparation for the coming attack. It struck in mere hours, the Badlands rumbling when he Eldritch's machines tore across them, carving up the earth and leaving molten lava to leak about. Dozens of undead dragons enhanced by cybernetics made their advance, powered by blood siphoned from their ritually sacrificed victims.

And at their head was the largest of all, the former Dragon Lord, once the most physically powerful force in all of Equestria. The Eldritch had been losing badly at the height of the war, scores of them falling while they tried to take control of their opponents with mental attacks; until they'd changed strategies, instead their legions focusing on him, driving the ancient drake to insanity. It had been an absolute bloodbath when he turned on his allies, scorching them to charred husks in an instant, ripping them apart with his claws, swallowing them into the boiling cauldron that made up his belly.

Chaos had ensued, most not knowing why he'd suddenly betrayed them in a mad rage. His companions were forced to battle him, innumerable lost in the process to bring him down, leaving a smoking crater when he finally fell to their combined efforts.

“Father,” breathed Ember who stared from her vantage point on the volcano.

“So the rumor's true then,” said Smolder with a claw on her hip. “Guess we're screwed, huh?”

“No, this time we're organized.” Spike gripped the Bloodstone Scepter, like them fully decked out in armor. Maybe it wasn't dragon tradition to bother with such things but he wasn't about to take chances. “Ready Twilight, Sunset?”

“Let's hit them with all we have,” answered Sunset.

Beforehand both mages had set up a number of hidden traps all over the surface, imbuing boulders with tons of raw magical energy. Now they set them off in a chain reaction, booms sounding when the explosions burst in a myriad of blinding colors. They cheered when a few of the advancing siege engines were swallowed up, reduced to embers which hissed and faded.

Nor was the vanguard spared, the ancient dragon's skeleton roaring and bloodied marrow loosed from its bones as the eruption cleaved apart chunks of its ribcage. Buffeted by the sheer force, it rocked and dipped, but continued to hurtle straight at the volcano. Figuring the current Dragon Lord was their greatest threat now, the Eldritch had committed nearly all their forces.

Spike led the charge, aided by his closest allies. They swarmed the beast in a whirlwind of fiery breath and spellcraft.

While below he'd placed Shining Armor in command of the ground forces. In his white armor and brandishing a blazing sword, he rushed in with his troops, under the cover of smoke bombs and fireworks Trixie provided to hopefully confuse the enemy. She'd enhanced them with her illusion magic to disrupt circuitry and overwhelm the senses of the Eldritch.

Behind him came Limestone with a pack of Diamond Dogs, Fleur, Vinyl, and Octavia, knowing that if they fell the Pleasure Gardens would be left open to the invaders; it would be an absolute slaughter. Rarity and Sweetie had enchanted as many armaments they could in the short window available, making certain they were at least well-equipped for the battle to come.

Weapons flashed, cleaving through calcified remains that splattered a red mist. Ashes billowed in air choked with grayish clouds and steam, Shining directing them to stay in formation, determined not to lose another comrade if he could help it.

A mass of Eldritch soldiers were moving in, scarred and mutilated, weighed down with weapons that buzzed to life. But before they could launch a concentrated mental attack, Trixie hurled more bombs in their direction, carried further by her telekinesis.

“Move in,” commanded Shining who pointed with his broadsword. His initial stroke removed a head from its body.

“Go back from whence you came,” yelled Fleur who impaled one's heart in a messy gush.

Bones cracked under Octavia's repetitive blows, fighting back-to-back with Vinyl. She huffed, surrounded by fallen bodies. The DJ smirked and offered her a thumb's up, her horn lighting as she used her aura to rip out their bloodied machinery.

“This is for my sisters you assholes!” Muscles flexed when Limestone slammed her pick axe through an Eldritch's skull, splattering her growling face in brain matter. Around her the Diamond Dogs were tearing through droves, fur drenched a shade of vermillion and dripping with gore. Despite the small numbers they had at their disposal, they were winning!

*****

“Maybe we should be out there helping,” mumbled Inky to herself while she paced about the Pleasure Gardens.

“We'd merely be in the way,” said Somnambula. “I was once a fighter, with the other Pillars, but I tried to leave that life behind. However, should the Eldritch breach our defenses, I shall take up arms once more.”

“Let's hope it doesn't come to that,” replied Inky. Like most huddled up here she'd redressed, the former paradise no longer seeming as inviting, but more like a potential death trap. Fancy Pants was making comforting speeches to the scared mares, assuring them that their Dragon Lord would prevail, trying to convince himself as well as they all had memories of the butchery the Eldritch were capable of. Some were openly weeping or cowering, convinced they were all doomed.

“There, there.” Fluttershy drew one of them close and patted her back.

“Chill,” said Tree Hugger who offered another some fresh fruit. “This should, like, calm those nerves.”

“I could be out there fighting too,” admitted Autumn Blaze. “But somehow I have this feeling it's better I hang back here, just in case! Until the Dragon Lord's seed comes to fruition, I'm pretty much the last of my kind, so I'd better not risk it!”

“Good call!” Pacific Glow beamed.

So deep were they underground that the war above could barely be heard here. Nonetheless the area shook on occasion, fruit dropping from trees and rolling about. All the unicorns available had helped Twilight and Sunset lay a magical barrier over the Pleasure Gardens, and while it was far from indestructible, it would at least buy them valuable time if necessary.

“We're like trapped rats waiting to die,” complained Diamond Tiara.

We've made it this far,” reminded Sweetie Belle who took her friend's hands. “Have faith, okay?”

“Sure, I'll try. If only Apple Bloom and Scootaloo were still here,” she lamented as they bowed their heads.

“I should have been there with them, and Babs Seed, too! Of course Bloom would rush off to help the Apple clan, and Scoots always wanted to fight alongside Rainbow Dash, but I stayed behind with my family...” Sweetie's frown deepened.

“You made the right decision,” started Rarity who overhead and wandered over. “What difference would it have made if you were simply another who died in battle? But now that you're still here, think of all those we can still aid.”

“I suppose.” Sweetie hugged them. “What the-?!” She squealed, nearly thrown from her feet when the earth quaked.

Screams sounded from everywhere when the first abomination tunneled its way up, the land yawning open and the undead dragon rising from a black pit. Large rocks were tossed about, trees creaked and toppled, fruits and vegetables were mashed into goo under its bulk when the beast advanced, followed by several more of its kind.

Somnambula stepped forward to defend them, unfurling a cat-of-nine-tails with a snap. “Behind me, all of you!”

“I can fight too,” announced Autumn Blaze who summoned a ball of bluish-red fire onto her fist.

A few of the Diamond Dogs had also stayed, forming into a pack to support them. At the same time Fancy waved the mares into orderly lines. “This way. Please remain calm. I'm certain we can-” His eyes widened, his midsection skewered by a nightmare which seemed to some from nowhere. The bony digit withdrew from his midsection, barely pausing while he collapsed.

“Fancy!” Rarity's eyes welled with tears, and while she'd never been much of a warrior, she refused to sit idly by anymore. She telekinetically raised a boulder, soon aided by Sweetie, who helped her hurl it full-force so that it smashed through bone.

“Are the Eldritch forces outside a diversion so they can massacre us?!” Inky pursed her lips, trying to guide a weeping Pacific Glow to safety. After all, the new generation might be born here; perhaps the Eldritch wished to remove the Dragon Lord and his offspring before they could take root and mount a proper offensive. She shrieked, a crack sounding as her wing was smashed by a claw, bending at an unnatural angle. She continued to drag the raver with her, seeking shelter amidst the bedlam.

But there seemed to be nowhere to turn. Tree Hugger shoved Fluttershy ahead, the hippie swatted by a spine-like tail that hurtled her through the air. She slammed into a trunk, her limp form sliding down amidst a trail of dark blood.

“N-no!” Shy yelled and searched for an improvised weapon, but realized there was little of use against these monstrosities.

“How dare you threaten my friends!” Autumn Blaze warped into a demonic creature shrouded in black and surrounded by a crackling inferno, embracing her fury in a bout of righteous indignation as the Kirin allowed her Nirik form free reign. A fiery trail swept behind her when she galloped at an invader, ripping through it with ease until only a melted pool remained.

However for all her raw power it was impossible to be everywhere at once. Somnambula's practiced swings were able to shatter joints in the machines, crippling them, the legendary former Pillar showing why they'd once protected Equestria.

“It's no use,” muttered Diamond Tiara who squatted down and shook while mares fell around her.

Suddenly, in the midst of the battle, the air around them whirled and crackled near the center. Within it, a swirling bluish-white void sliced through reality and out from the nexus emerged Beatrix Belladonna and Sombra; wasting little time in firing off powerful spells and casts from their horns and palms. A whirlwind of destruction rained down on the intruders, warping metal and crystallizing bone.

He wasted no other action on boasts or commands; focused on the chaos in front of them. Nor did she bother with any quips or theatrics as any moment's hesitation would mean more injured or dead.

Working in tandem, they called upon the elements; tossing them about with miniature tornadoes, freezing them in large chunks of ice, swallowing them in flame and washing them in floods.

Once the smoke clear and power exulted, the last one fell. Silence settled over the Pleasure Gardens while others sobbed over the many victims of the raid. No matter where one looked, something was broken, destroyed or torn up; an apocalyptic sight that mirrored in a way when the Eldritch first invaded their once luscious land.

“I shouldn't have stalled us from returning,” began Beatrix, her inner turmoil unfairly pointing her as the reason behind this. "I-If we had gotten here soon-"

"It wouldn't have made any difference," Sombra insisted, shaking his head. “What matters is that we're here now. So let's see what we can do to help.”

With that said, she took to his side as they marched onward, past the crushed bodies and torn earth.

Their first encounter was Fluttershy; kneeling beside the hippie earth pony while trying to staunch the bleeding. “Tree Hugger! Wake up, please! Wake up," she bawled desperately.

“That wound is far too deep. She's most likely bled a lot of blood. Let me replenish her,” he said, brushing her aside to further study the warm body at his feet.

Kneeling beside the hippie, he placed his hands over her cheeks to lean her head up before he pressed his lips onto hers. While others gasped and before Fluttershy could intervene at the act of potential necrophilla, a warm glow immolated from chest; traveling past his throat before it passed through their kiss into Tree Hugger.

This was one of the more advanced spells in his arsenal. Normally meant for stealing a person's essence and life force, he found a way to reverse the spell in giving life back...at a critical cost. In short, this spell allowed him to share a bit of his essence with the fallen earth pony.

His body withdrew with a raspy heave before Hugs began to have a coughing fit; until she could breath normally. As she opened her eyes with a flutter, she slowly moved to a sitting position; as if she had gotten over large hangover. "Whoa.... What hit me?" She muttered before being tightly embraced by Fluttershy; letting her sob in relief. After a moment, her own eyes widened as she grasped at her belly. “Is...is the baby okay?”

“Kirin are tough,” said Autumn who reverted back to her usual self. “I think they'll be fine!”

“Oh Tree,” wailed Flutters. “Thank goodness you're alright! A-And your wound. It's healed completely! H-how did-”

“Sombra breathed a portion of his soul into her,” stated Somnambula. “A rather precarious decision. It's a miracle it worked.”

“Miracle?! It's outright necromancy!!” Rarity stared daggers at him. “You've damned her!”

“I didn't have to forfeit a bit of my life to save her. The least you can do is show me some gratitude for my selflessness.... U-Ugh,” coughed Sombra, struggling to keep his limbs from giving out on him. The act had left him unbelievably weak; his body looking much older and wained. There was bits of grey in his main and his eyes sporting bags.

Just as he looked to be passing out, Somnambula and Inky rushed to support him; the latter despite how she struggled to hobble over with her mangled wing. To his surprise, Belladonna also remained close at his side; her expression heavy with concern. It seemed despite her freely defying him, she held a certain leave of loyalty. For once he'd used the darkness to save another, like he'd intended in his youth.

It was nonetheless no mere act of altruism; it was a demonstration of his power. And if not for the act and how tired he was, Sombra would most certainly be boasting. After all, he had come to their rescue, shown an impossible feat and more than proven he was capable where their precious Dragon Lord had failed. He could see the many of the onlookers wavering; conflicted in admiring that he was indeed their best suitor for protection. He had won in a sense, and it kept great control to not let out a wicked smile showing how much he relished it.

But even then, the victory was hollow due to how much they'd lost. And no greater than a loss was losing Fancy Pants as he stumbled towards his corpse with grimace. This was not how in imagined victory when he was finally chosen between the two. This was far from the last thing Sombra wanted. His appearance remained stoic, but his mind was frantic; looking over the entrails flayed out from his open stomach. Maybe there was a way he could save him too, even if the reality was obvious.

Yet before he could even try to lift a hand towards his innards in attempt to pack them back in, someone grabbed at him and pulled him away towards her; fury and sadness in her tear-stained eyes.

“Don't you dare touch him, you devil!” Fleur grieved before looking backing to the corpse of her husband, her composure failing to keep up as tears ran down her cheeks. “Oh love.... Me amour!” She sobbed, sinking to her knees over the slack frame of Fancy and pressing it to her.

Sombra sympathetically let her be; giving her time to mourn her loss while turning his attention to the arriving forces of the Dragon Lord.

“Spike,” he greeted, the name tasting bitter in his mouth.

“Sombra,” he replied with the Bloodstone Scepter in hand. “Can't say I'm happy to see you again. But given our current circumstances, I think it's best we forget our history for the moment. Instead, I'd like to say 'thank you' for your help."

"If I may be so blunt, Dragon Lord, your gratitude means nothing to me. We may be allies against a common nemesis, but that's where I draw the line. Don't think I've forgotten how you've wronged me of what's mine by right," he scoffed.

"Whatever helps you sleep at night." Spike sighed. "Nonetheless, we managed to drive away their most powerful weapon. The thing is, we couldn't destroy it. Worse still, they now know our location!”

“It was probably inevitable,” Beatrix chimed in, arms folded protectively under her bust. “We've kicked a hornet's nest, so we better prepare for the swarm.”

“But like all colonies, they'll return to their nest. Perhaps now is the time to track them to one of their lairs,” Sombra suggested, looking over the chasm they made. “There isn't much time. If they're now powerful enough to break through these magical barriers of yours, nobody is going to be safe.”

“He right," Shining Armor admitted before he turned to salute the Dragon Lord. "We're running low on options. Permission to pursue the enemy, sir."

Spike rubbed the back of his scaly neck. “Granted. I'll leave you to your mission while the rest of use gather our resources. Good luck! And be careful; we can't afford anymore losses!” Shining and his daughter nodded while Sombra begrudgingly agreed as the three left to prepare; leaving him to focus on comforting his followers and picking up the pieces. There was little choice but to buckle down for the moment, many still too weak and wounded to move. He guided his closest allies to help him collect the dead for a proper burial here.

While casualties on their side were surprisingly low, it certainly didn't feel like a victory.

*****

Beatrix forced herself to meet the eyes of her parents, fearful of judgment. But she squeaked in surprise when they suddenly embraced her. She sniffled and held them back, closing her eyes tight and shaking. “I-I'm sorry. I didn't mean to disappoint you...” She felt like such a pathetic coward, as if she'd shamed them through all her actions.

“We were worried sick about you!” Lulamoon heaved. “Well, mostly Shining! Trixie knew you wouldn't let us down.”

I-I wouldn't,” choked out Belladonna.

Shining wiped her eyes and smiled. “Will you come with us? I could always use another good soldier.”

Taking a moment to collect herself, Beatrix rapidly nodded. “Count on me! I've come quite a ways!” Her father shook his head in disapproval, knowing she'd been spending time with Sombra, but decided to let it lie for now.

“Sorry to ruin the mood,” said Sunset who finally stepped in. “But Spike's assigned me to help. At the first sign we're in over our heads, he asked me to blink us out. Sorry to play babysitter, but I agree it's best not to take chances.”

“Well you are part of his herd,” teased Trixie who kissed her cheek.

They descended into the tunnels. Most were busy in mourning, and Belladonna wondered if maybe that was too hard on her father, that any losses reminded him about what happened to Cadance, Flurry Heart, and his soldiers. While he probably didn't realize it consciously, he was trying to do something to distract himself, to feel useful and somehow made a difference.

Maybe that's why Spike had indulged him despite his reservations. Where she'd come from she and Flurry had befriended a version of Spike, one who'd once been a dog in that human world; but when they'd fed him potions to increase his intelligence and make him stronger, by the time they'd crossed the portal back to her world he'd become an odd mutt/drake hybrid.

He'd eventually sacrificed himself to save her Equestria, and she'd no doubt this version of him was just as noble. But would that be enough to stop the Eldritch, or was Somnambula correct when she claimed Sombra was their best hope in a dark world?

As if on cue, Sombra's boots echoed behind them. He looked a lot better than before, though slightly older. “I hope every pony here is ready to depart.”

“Not with you we aren't. We don't need you. It's probably better you stay here and try to regain your missing strength,” called Shining over his shoulder without looking back.

“What I lack in strength currently I make up with quick wit and intelligence. Besides, I have so much more to teach your daughter~” His words echoed teasingly while Beatrix tried to hide her blushing face. Earthworms wiggled through the torn up dirt, lit up amidst the gloom by the Paladin's shimmering white armor. “I'm at home with the shadows here. I'll use them to guide us.”

“Look, like it or not, we have to let him help us,” whispered Beatrix. “What we're doing is insanely dangerous! We can't let personal feelings get in the way of our mission. C'mon, guys...” She looked to Trixie for her opinion, who simply shrugged dismissively before casting a glance at Sunset, who drew her lips into a line.

“...very well.” Shining Armor sighed as he stalked ahead, and she pushed herself to follow his lead. His face stubbornly twisted with barely subdued anger; constantly fingering the hilt of his sheathed blade as if ready to draw it and smite the first Eldritch unfortunate enough to cross his path. His lovers marched close at his side, helping him keep an eye out as they crossed the threshold.

Ever further they traveled into the maze of hollows, the air becoming colder, thicker, more oppressive; perhaps they were following their enemies into the heart of Tartarus itself, now a warped abyss sleeping below the land.

They traversed the slopes in silence. Seeing that her father was driven silently and that conversation would be difficult at best for now, she dropped back to where Sombra was. “So um...” She began awkwardly with a whisper. “What about Inky and such. How are they all doing?”

“Fairly well considering," he responded in a soft tone. "I left her in charge. Your father has a point though. Maybe I should have stayed behind to rest. It would made things easier in convincing the others I'm far more suitable than Spike to lead this alliance. And yet...something is telling me there's an opportunity here I dare not miss.”

“Wasn't she badly hurt? She really looked like she needed you...”

“She may not look it, but she is strong. A lot stronger than the rest of them. Otherwise, I would never consider her a candidate in becoming my Queen. If I can claw my way up from the depths of oblivion, surely she's more than capable of doing the same. Consider it another test of her mettle, if you will.”

“You must have missed her a lot,” she suggested sweetly; brushing his cheek. And he seemed to lean into her touch for a brief moment before pushing her hand away with a grunt. She giggled, “Admit it. You do have a heart, even if albeit rather black.”

“Quiet. We're getting close.” He brushed her off as their small party started to slow down.

An iridescent emerald glow arose from one of the caves, which were slimy with moistness, squishing under their cautious steps. It stuck to their footwear like mud, sucking at them while they waded in. Were it not for Shining's armor it would have been pitch black otherwise, broken by the eerie radiance that wrapped around them. The Paladin unsheathed his white broadsword to point the way, illuminating the darkness. He entered first, like the rest of them prepared for almost anything.

“Stay close,” warned Shining while they started to explore the wide cavern. “Wait!” A pair of yellow eyes opened in the darkness. He strode over to the creature halfway trapped into the wall, tethered by innumerable sticky strings.

There laid the frail centaur; slumped with his arms stretched and muscles ruined from lack of use. “My, my.... Do my eyes deceive me,” the old man rasped. “I had not expected you all to have survived.” He wheezed between hacking coughs, his ribcage very visible between breaths.

“Tirek. Figures you would also be alive. But not for long!” Shining readied his blade to remove his head until Sombra raised his hand in front of the Paladin to intervene.

“Wait...” He glared at him before turning to the misshapen creature. “What happened here? Is this not Chrysalis' hive? Given her appearance, I assumed you were also on the side of the Eldritch.”

A hollow chuckle escaped Tirek's throat as he shook his head. “They've offered many times; promising me freedom and power. But a question always came to mind; what was the price at the cost of dignity? Chrysalis is a mad woman. And thanks to the 'enhancements' by the Eldritch her sorry state declined further. Why...I could almost thank you for setting her free, if only to relieve a bit of her pain,” he admitted with a wry smile.

“So it was her that trapped you here..." Sombra asked; earning the centaur's nod.

“The Eldritch offered me and Cozy Glow to her when we refused to accept their deal. They hoped she would break my spirit and force me to join their cause. But I knew the truth; the only reason they wanted me was because they themselves could not replicate my abilities in absorbing magic."

“Maybe that's how their machines breached the Pleasure Gardens,” said Sunset to herself.

“Unlike a certain few who won't be named, I would never allow such horrid things to break my spirit. And as time went on, I proved victories. But at any rate,” he paused to take a breath; sighing in pain. “I've grown tired of this world. The Eldritch have half of the entire world. And even though my spirit and dignity remain in tact... My will to live on is...no more.” He stared over his body; almost glaring at it for failing him. “Chrysalis embedded her eggs in my flanks. I fear she's already done worse with Cozy. She should be further in the cavern just up ahead. Now...I've never been one to ask any favours but...” His dim yellow eyes stared up into Sombra's ruby orbs, pleadingly. "When you find her...please put her out of her misery. I've... grown rather fond of her."

“Almost as if she were your own daughter of sorts.... You've changed, Tirek,” mused Sombra.

A sad chuckle came from him. "We both have, by the looks of it. I can hardly recognize the pompous, cocky warmonger back in Grogar's cave.... You know, I always thought any form of affection was a weakness. And yet it was Cozy that reminded me how truly lonely I was. I've endured many hardships and torturous endeavours here, but none were worse than losing her company. How pathetic I've become,” muttered Tirek with a scoff to himself while he looked away. “She made me realized even if I won, what would be the point? I'd be the ruler of a dead world.”

With a snort that made the septum ring shake he belaboured his point. “If you're going to kill me, please make it as painless as possible. I rather die right now in my misery then lay here imagining the horrors that await me. Please...finish me!"

Shining Armor raised his sword with both hands, ready to execute the centaur, but Sombra shook his head and mounted over top the centaur. He gave one weak smile before Sombra placed both hands over his head and with a quick jerk; snapped his head around. His wrecked body slumped lifelessly as his breath came to a slow halt. Within moments, he was completely still; finally at peace.

“Wow... You gave him a merciful death,” said Beatrix who raised an eyebrow.

“Call it what you want.... I would rather not leave the Eldritch a potential tool to exploit,” explained Sombra with a neutral expression. “Now let's find Cozy Glow...and quickly,” he insisted, then pushed on ahead with grim determination.

“Like I said, not completely heartless. Maybe all those nicer versions of you are inside you now," mused Beatrix.

“If they are, they're infecious,” he replied dismissively. “They've perverted my true nature! I can only stand for so much... kindness.”

“No, delving into the black arts did that!” She was wounding him up like usual, but he was too focused on more pressing matters to care at the moment. “I'm sure the real Sombra, under all that bloated pride, would have become a total sweet-”

Suddenly all the life seemed to drain out of her. Beatrix froze and went cold, shaking her head when she stared into the bleakness, unable to believe the evidence before her eyes. Her stomach turned and she almost lost her footing. But she gulped hard and steeled herself, creeping closer to what she spotted embedded like Tirek into the runny, fleshy walls.

First there was a pegasus she didn't recognized, stripped naked and her belly swollen to bloat with eggs which were visible through the stretched flesh. She was barely into adulthood, her once lovely curls now a scraggly mess. Her face was freckled and matted with perspiration, a trail of urine dribbling down her thighs and leaving a pool below her.

But far worse was seeing the pair constrained near her. She'd never been able to meet Cadance in her world, but here she was before her, the subdued alicorn similarly stuffed to overflow with unseeded eggs, her horn brutally chopped away and her wings a crippled mess like the other two. Her flesh was covered in bite marks and small cuts, no doubt the work of Chrysalis.

Yet the hardest one to look upon was poor Flurry Heart; her sister and closest friend in her dimension. She too was barely an adult, her natural beauty throttled away, like them nothing more than a breeding chamber turned hatchling deposit for the mad Queen. But with her demise they'd been left to rot and waste away, the broken living nests barely clinging to life.

"Beatrix.... We can't let them suffer like this..." spoke Sombra, his eyes locked at the terrifying sight before him. Not even this would he wish upon his enemies.

“No!” Belladonna rushed forward. “I'll get us out of here, sister, don't worry...” However the young alicorn stared blankly at her, vacant and with almost lifeless eyes. The near hysterical witch struggled to pry the binds which stubbornly fastened to her limbs.

“Sh-Shiny,” murmured Cadance weakly at her husband. “I knew you'd never abandon me...” She choked on a sob.

A clank sounded when Shining Armor dropped his sword. He stumbled to them, barely able to move his clumsy legs, wishing he could feel happier to learn they were against all odds still alive; but just as quickly deflated to see the terrible state of them. Sunset rushed to help him stand, while Trixie supported their daughter, who was on the verge of hysterics trying to free them.

While at the same time Sombra stood back and observed. They were simply the latest victims of the Eldritch and their machinations. Despite their differences, they'd had no choice but to remain allied against a common foe.

Chapter 11

It felt like the world was crumbling around Beatrix Belladonna, who was on the verge of hysteria, desperate to liberate Flurry Heart however she could. She planted her heeled boot on a stone for purchase, her lithe muscles straining, wishing she'd bothered to work out more often. “Come on, damn it!”

Unfortunately the binds pulled tighter under the strain. Groaning in frustration, she grit her teeth and charged up her hands with magic, ready to burn the sticky tethering if necessary.

“...wait.” Shining Armor finally stumbled back to his feet, recovered his broadsword, and illuminated the area in a holy radiance. An arc trailed when he carefully slashed into the strands, meticulously freeing Cadance, Flurry Heart, and even Cozy Glow, the three slumping into the muck. He rushed to grab his wife, while Beatrix tended to his other daughter.

“Oh Shiny,” sniffled Cadance whose voice threatened to crack. She buried his face into his breastplate.

He held her close with his free arm and stroked her mane. “Don't worry, honey. I won't leave you. Not ever.” Even with the eerie emerald glow, the low hum and pulse of the caves, and the sour smell he managed a warm if melancholy grin.

“Sister,” murmured Beatrix who held Flurry's head in her lap. Tears bounced off her almost blank face. Of course she hadn't expected a version of her she'd never met to recognize her; but it was like she was out-of-touch with the whole world.

“This is awkward,” whispered Trixie who shifted nervously. She wanted to step forward and comfort the Paladin, but thought better of interfering, especially when Sunset touched her arm with a sympathetic smile and shake of her head.

“We'll make this okay...somehow,” said Sunset who tried to convince herself.

“The-the Eldritch planned to reduce us to spare parts,” choked out Cadance. “We refused to join them outright, so they handed us over to Chrysalis, as a gift after she joined them. They...they probably hoped she'd break us in to convert us...” She struggled to take in a breath. “She's been feeding us bugs. Th-they're not so bad when they're mushed up and you get used to them...”

“Don't talk,” urged Shining who knew she wasn't in her right mind. The evil Queen had probably fed on his family's love for him and each other for some time, until she'd drained Flurry almost dry. “Sunset's right. We'll find some way to help you two!”

“And what about her?” Sombra loomed over Cozy Glow who was slumped on her back, heaving and sobbing while staring up at him. “I think it's only fair to fulfill Tirek's dying wish and ending her suffering as well.”

“Yes! P-Please, just...kill me!” Pleaded the stricken pegasus; her stomach churning with a nest of eggs.

“No!” Sunset strolled over and took her hand. “You'll be okay, I swear it. This will all seem like a nightmare, in time.” She turned to look at the Paladin. “Time I got us out of here. It's dangerous, and we can do more for them back home.”

Shining nodded and sheathed his blade. “Okay.” Gently he lifted his wide bridal-style, his eyes blurry, remembering their wedding; how bright and hopeful their future looked then. Chrysalis had never stopped hating them for that, had taken it out on his family, and any happiness he felt to see them alive was offset by the unimaginable horrors they'd endured.

“Sister, I'll take care of you.” Beatrix kissed Flurry's temple and tried to stay strong. She was on the verge of hysteria, wanted to run to anyone for comfort, which Trixie provided by squeezing her shoulders. They gathered into a circle with Sunset, who made sure they were all touching before she blinked them out of the hive and back to the Pleasure Gardens.

*****

Ever since her return to the beach's shore Bellatrix Primadonna had been at a loss about what to do next. She'd never been a long-term planner, preferring to let her capricious whims guide her. She and Wallflower had wandered aimlessly since then, snacking on what soggy food which hadn't been ruined. Her teeth sank into a chewy scorpion, gnashing it sloppily.

Eventually she and Wallflower settled down to camp. “We can't just stumble around forever,” said Blush.

“Why not?” She shrugged and reclined back with a slurp, nudging another bloated arachnid skewered on an arrow tip. “Works for me. Well, other than the fact that I get bored! Not like I can drop in on Beatrix or Sombra like I want to...”

“Maybe we can. It's not like they're safe anyhow with the Eldritch on a tear. How about we head to the Badlands?”

The succubus looked skyward at the sun and moon, frozen in place, with stars barely peeking out. “Eh, sure. I don't want to put them at risk, but if the Eldritch are already headed that way, maybe it can't hurt? Still, I'll have to keep my distance. I'm sure they think I'm a traitor. Not that I blame them. You, however, can safely approach I hope?” She dismissively waved a hand.

“I'll be your advocate,” assured Wallflower. “Sombra's familiar with curses, isn't he? Maybe he can break the one the Eldritch are using to track you? It's worth a try. Oh, and I think I've got an idea to recover your wings, too.”

Bellatrix shot up and grabbed her thin arms. “Really?! Tell me already!” She shook her a few times.

“Whoa, calm down.” Wallflower shrank away from her, messy hair falling over her freckled face. “It's simple. You said you can't shift your mass too much past your usual size, right? Well, consider this. Just take it from an...unnecessary area. For instance, excessive body fat.” She looked over the demon's ample figure, paying special attention to her bulbous breasts.

“What?! Destroy my perfect physique?!” She protectively ran her palms over her supple flesh. “I couldn't!”

“Your choice. Wouldn't have to be permanent.” Blush shrugged.

“But I don't want to be a skinny beanpole like you,” she whined with a sultry pout.

“Hey, thin isn't bad...” Wallflower curled up in her baggy clothes and cloak which made her look larger. “Get over yourself, okay? Wings will allow us to cover far more ground rather swiftly. At least consider it?”

Primadonna sighed with a toss of her silky black hair. “Oh, very well.” She rose to her full height, flesh starting to unfurl from her back, while her frame started to thin. Breasts, hips, and buttocks in particular were shrunken, and she groaned with clenched teeth, like she was giving birth. The skeletal wings popped out in a spray of misty blood, leather and membranes spreading over them, until she finally recovered her full span. With a huff she asked, “Did it work...?”

“Beautifully,” said Wallflower who looked her rather lithe form over. “And you still look quite nice.”

“Meh, it's okay I guess.” She flapped her newly-formed wings to test them. “Anyhow, I'm rested, so let's beat feet!”

Unfurling her own wingspan, Wallflower took skyward beside her, kicking up a dust cloud. Her tattered cloak trailed in the cool winds, the pair sailing towards the Badlands. Much of the desert had been torn up by Eldritch machines, leaving scars upon the earth.

And unbeknownst to them, a certain trio had taken on legs to pursue their potential prey...

****

Blankets woven by Rarity and Sweetie Belle were placed over the victims who's corpses were laid out in rows across the Pleasure Gardens. It was a time of mourning, where Spike could do little more than look on helplessly. He'd never been very good at speeches, preferring to simply speak from the heart. Fancy Pants might have written him one, were he not a casualty of their campaign, his widow Fleur de Lis placing the most exotic flowers she could pluck around his ashen corpse.

Limestone performed a similar ritual with the Diamond Dogs for their lost packs, gathering precious gemstones they'd collected in the mines. Her fellow miners observed a moment of silence with her, their heads bowed.

A few butterflies collected around Fluttershy in attempt to cheer her up. She sidled next to Tree Hugger, the latter's coat unusually pale, almost like part of the light that animated her had been snuffed out. Nevertheless the hippie took her hand.

Just in case Twilight, Ember, and Smolder were preparing fresh defenses, even though with all the setbacks the Eldritch had recently suffered it seemed unlikely they'd attempt another brazen all-out assault so soon. With their lair compromised they couldn't remain here much longer; but was there really anywhere remotely safe left to escape to?

While she hadn't died in battle Octavia had slipped into a coma after the wounds she'd sustained. Vinyl hadn't left her side since, touching her cheek in the vain hope she'd regain consciousness at any moment while Somnambula tended to her.

Not too far away Inky Rose nursed her wrapped up wing, which Pacific Glow who stood nearby had helped set. Diamond Tiara paced back-and-forth, like them impatient for Sombra's return. Until then they could do little more than wait.

Crunches sounded underfoot when Spike walked down the lines, barely able to take in the wrapped up corpses. “Fancy sacrificed himself to get a lot of mares to safety. He's a hero,” he said trying to console Fleur the only way he knew how.

“Thank you. But that is little comfort to me,” she answered without looking back while meticulously placing more flowers.

“I understand. You're still welcome with us, of course. Thanks for all your help.” When she didn't respond he shrugged and moved on. His thoughts went to the former Dragon Lord, a sight which filled him and his allies with dread. One day he could become an ancient powerhouse like that; but only if he was willing to undergo a secret ritual known to Ember alone.

She'd offered to teach him, despite her reservations, for the same reason he hesitated; he liked the intimacy this smaller form provided. His relationship to his lovers would certainly change if he were trapped in that behemoth shape. Plus it filled him with dread for another reason; the Eldritch might turn him into a nearly unstoppable weapon, too!

But he reminded himself it was a silly worry. They'd driven the former Dragon Lord mad by overwhelming his psyche with a massive psychic attack through millions of them. He wasn't certain if even more than a few thousand still remained. No way he'd fall so easily...right? Yet he imagined attacking his own loved ones, and was forced to stifle a shudder.

“Guess I'll have to ask Ember after all.” He scratched his chin, aware he'd also have to find them a new home soon. Returning to the dragonesses who were perched on a cliff-side, Smolder returned the Bloodstone Scepter to him.

“We did what we could,” said Ember who stood with arms crossed.

“Yeah,” added Smolder with a punch skyward. “We sent the former Dragon Lord packing! Um, I mean-”

“It's cool,” replied Ember. “My father's dead. That grotesque zombie doesn't count!”

“About that. If I'm ever going to beat him and protect my clan, I'll need to become like him.” Spike laid a hand on her scaly shoulder. “Teach me the ritual. It's time I shed this old form and seized my destiny as a Dragon Lord.”

“Are you sure? Once it starts, there won't be any going back. Plus, even after it's finished it will take time.” He nodded and she sighed. “Very well, then. I'll show you. But once you learn the price, you might think again.”

“Whatever it takes!” Despite his doubts he tried to sound bold as possible. Would he be the same drake anymore after his transformation? Or would he become far more aggressive, predatory? Ember and Smolder sometimes questioned if his pony influences were a weakness, but he certainly didn't think so after they'd saved Equestria so many times!

*****

After their return to the Pleasure Gardens, the group tried to make the rescued mares feel as comfortable as they could be. Cadance, Flurry, and Cozy were all placed on the pond's bank; blankets laid under them and moist cloths placed on their foreheads. Sombra gazed over each before turning to Beatrix. “We must act with precision, yet swiftly if anyone is to survive. Seeing as you went through the same misfortunes, you'll help me with the extraction. Understand?”

She didn't respond; far too worked up while staring at her barely conscious sister.

Growling, Sombra grabbed her to pull her away and turn her to face him. "Get a grip, will you? Standing there feeling sorry for yourself won't save their lives! You're stronger than this! I refuse to believe this whimpering child before me is the same star-struck magician that managed to one up me. Prove me wrong, damn it!”

“O-Okay, okay!” She groaned; pulling out of his grasp with a wince. “I'm going to be strong...for Flurry's sake!”

While she began to psyche herself up, he turned to Shining Armor who had been glaring at him this entire time. “The longer you stare at me like that, the more permanent that frown will become. Not a reassuring sight for when I save your family,” he chuckled lightly. For one to make ease with a situation, one must find a source; sass at the expense of others was a fine with him.

"Now...with your permission, shall I proceed?" He asked with a slight bow of his head in a mocking gesture before the Paladin curtly nodded. “In all seriousness, who do you want me to try first? Who do you harbor more value and love for? I can't imagine it will be your wife considering you've begun a whole new relationship with others. Maybe you'll wish your daughter to survive, since Beatrix holds a lot of affection for her would-be sister.... Or perhaps I try my hand at rescuing Cozy Glow to start; just in case this method goes horribly awry.... What say you, Shining?”

“Enough games, Sombra!” snapped Shining before his tone lowered with an edge of anguish. “...just... lstart with Flurry Heart.... Cadance would understand...”

Sombra let go of his smug edge momentarily as he nodded at his request. “As you wish. Beatrix. By my side, please.” As the young witch came to him, Sombra knelt beside the younger alicorn who'd usurped him. He could barely recognize her in this pitiful state she was in. Her broken horn was laced in dried blood upon its removal; her cut, bruised body held strifes of horrible experiments and cruelty. And she no longer had those large wings as each feather been plucked clean.

Surely, he would be relishing in her agony by now. So why did he feel disgust for what had happened to her? Absorbing the memories of his alternative selves must have something to do with this new source of empathy from him...

Or was it more than that. Fighting alongside old enemies, coming to respect some of them to a certain degree, feeling something akin to affection for Beatrix and maybe even outright love for Inky Rose.... If he were in his prime and youth, he'd butcher them on the spot for suggesting he held any source of affection. Now all of his hatred and rage was directed at the Eldritch. Needless to say, wether this made him stronger or weaker would be up for him to decide later. For now, he would help the daughter of his old rival.

“Trixie wishes to help too! Just tell her what she needs to do!”

“We both will,” said Sunset. “Unicorns are far more powerful when they combine their spells, right?”

“Only if they're in harmony,” corrected Sombra. “It could be disastrous if even one of us falls out of sync...” He imagined Cadance's stomach bursting into a bloody mess that splattered them. Or worse; that they'd somehow accidentally stir up the eggs if Chrysalis had already fertilize them.... He shuddered, hoping that wasn't the case. “It'll be very difficult as none of you are really tuned with my own magic. So if you decide to follow through, you'd better keep up with me...”

Shining swallowed hard and took a step forward. “Hey now, I can-”

Sunset shook her head. “Sorry, Shining. Don't take this personally, you're a great warrior! Really! But your spellcraft isn't advanced enough to keep rhythm with us.” She shot him a sympathetic look, trying to be delicate so as not to wound his pride.

In truth even Trixie wasn't quite on their level, and they'd have to slow themselves a bit for her to match them, but she had enough magic talent to offset the sacrifice, making her a valuable addition.

“Father,” began Belladonna. “Why don't you look after Cadance. You've spent a lot fo time apart. I think she'd appreciate waking up with you by her side.”

“Okay...” He nodded, then wandered over to the waterfall's cascade where Cadance was sleeping. In contrast, Cozy retched, too beaten down and sickly to care much about how pathetic she looked in her current state. At times like these, Beatrix would normally try to lighten the mood with some humor. But she'd soberly decided it would be inappropriate.

Hands and horns lit between the unicorns when they weaved a combined spell. A rainbow of colors bled into one entity. Unlike when Sombra had worked on Beatrix, who'd only been impregnated a short while, these mares had likely been carrying eggs for quite some time. It would require a certain delicate touch to remove them without fatally harming their carriers.

It required all their focus, like a delicate surgical operation. And they were forced to place their trust in Sombra who stood at the pinnacle of their sorcery. It wasn't unlike meditating, as he did when he needed to restore his reserves, but he'd worried Trixie's mind would prove too restless. But to his surprise, she remained composed and calm. Perhaps he should learn better to not underestimate any relations to Beatrix Belladonna.

The next portion would be the most intimate; they'd already started to trick the alicorn's brain into believing it was going into labor. “It's your turn now..." He whispered to Beatrix, who nodded and stepped before Flurry.

Sucking in a deep inhale, Beatrix spread her sister's thighs; ignoring the slimy mess and urine which escaped her. The reek was almost overwhelming; reminding her what she had to endured. A protective glow wrapped around her hands and forearms, an aura opening wide Flurry's birth canal to the point where her widening cervix was visible.

Reaching inside her sibling, she told herself it was like a gynecologist exam, that she'd understand and would want her to do the same were their positions reversed. Carefully she extracted the first egg with a wet pop and a spatter, setting it aside. Flurry stirred with a low moan and hazy eyes, sedated by their spells, her muscles taking over and pushing for her.

Guided by her companions, over the next hour all the would-be parasites were extracted from Flurry's womb. These were placed in a pile on the grass.

The group let out a collective sigh once they finished. Sombra looked over them and gave, for once, a genuinely nice looking smile. "Well done. You all did very well..." While they muttered to themselves, Sombra couldn't help but gaze over Sunset Shimmer. Among the unicorns, her magic was very close to his own. In fact, if they weren't slowing down, he imagined it would have skyrocketed past him. She was potentially much stronger, and he grew bitter at the thought of her easily overpowering him. He could tell she had raw natural talent when it came to magic; something he would have killed for during his years of learning and brutal training.

As she turned to catch him staring, they both looked away awkwardly. He released a sigh, letting those thoughts and feeling of resentment go. There would be a time to learn more about her to see where they were in terms of power.

For now they needed to rest and recover. Attempting to work on Cadance and Cozy now could prove fatal to them. At least Flurry was stable for the moment, and was already lulled by a spell into a peaceful slumber, in the hope she'd heal faster.

As his followers approached him, he laughed in delight before opening his arms to the grey Pegasus. “Inky Rose.... It's been too long,” he said taking her slender form into his arms and embracing her gently. She cooed and laid her head upon his breastplate. “A shame about what happened to your wing...”

“She saved my life,” chirped up Pacific Glow, who cupped her hands behind her and beamed in appreciation.

“I would have done so for any of my master's lovers...” She admitted, though turning back to the pregnant mare with a slight grin. “You just happen to be my closest friend, Pacific.”

“Oh, you~!” The raver giggled while bouncing up-and-down; casually showing off her scantily-clad form while her boobs jiggled. “I was really scared though; didn't want the baby to come in harm's way!” She rubbed a circle around her belly, her stomach not even starting to visibly swell yet.

“Of course,” said Somnambula, who strutted her way to lay her hands upon Sombra's shoulders. "Sombra is our savour, as I have seen to it..." She would then lean in to whispered softly into his ear. “It is best that I remind you that you and I are due for some...much needed privacy together. So the moment you find yourself available..." And she placed emphasis by pressing her heavy breasts against his back while slowly licking up the lobe of his ear; gleaming with excitement in watching him shudder slightly. "...I will always await you in my sleeping quarters~"

"As do I," he whispered back with a low chuckle.

Diamond Tiara would push through Inky to get her own arms around Sombra; glowing as his hand would pet her head. "I hope you are feeling very proud, master! Not only do you have a harem of gorgeous mares around you, I expect you'll have many other mares more interested; especially after your recent victory!”

“You would be right, little one" he mused. "The tides are certainly in my favor.” While he couldn't take the Dragon Lord in a direct fight, the confidence his followers had in him was now undermined by the latest Eldritch assault; not helping was how he and Beatrix swooped into the Pleasure Gardens and saved his mates. The loss of Fancy also added to their doubts, with Fleur most likely being the biggest. He could feel how lost she was without her husband.

"Hey um.... Like, s'up" came a voice from a distance. Sombra brow furrowed before turning his attention to Tree Hugger, watching her walk up towards their group.

"Hello..." He greeted, not sure what to make of this as she lazily leaned up onto him, her eyes half-lidded and her crooked smile relaxed. Outside of the bandana, not a stitch of clothing was on her body.

"So like...I came by here to give thanks to you for saving my life. It was really...mmm...unexpected from someone with such black and dark vibes going off."

"No please. Think nothing of it, I was just--" But his stammering was cut off as the playfully booped his snout with her own; the weight of her swollen belly and breasts causing him to stumble back a bit.

"Nah man. Like...I wanna show you some real appreciation, if you can dig it. Ya feel me, right?"

"O-Oh.... Well, I can most certainly feel you, that's for sure..."

She giggled as Fluttershy waddled up beside towards her, worry and shock clear on her face. “Tree Hugger, what are you saying? You can't possible mean to sleep with...w-with...”

“I don't see why not! Y'know, like, ever since he gave me these wicked vibes, I've been on a new plane of existence,” she said while nuzzling the stallion's cheek. Indeed, ever since their encounter, all she could feel and think about was having him force himself and molest her; completely rail her for all to see. It was...unlike her, but in a way, felt really good to not feel like herself.

Sombra suspected that because a part of his life force was now with her, his spirit was also tainting her. Not that he was complaining...

Unintentionally, she was now primed to be loyal to him much in the way he'd made Bellatrix Primadonna his in another life. And who was he to deny welcoming another eager mare into his fold? Especially one well associated with the Dragon Lord.

He smiled and responded, "How about we follow these 'vibes' and see what journey they take us, shall we?" Then he pulled the earth pony into a heated, passionate kiss; much to Fluttershy's dismay.

“I...I can't believe this!” She blubbered before making break to the opposite direction towards her own kind; mentally processing what had happened.

She passed Rarity and Sweetie Belle who were chomping on some fruits to replenish themselves. “Yuck! Sweetie dear, what have you been eating?!” The fashionista waved a hand over her nostrils, flaring at a foul stench in the air.

“It's not me,” squeaked Sweetie. “Oh, look here! Gross!” She plucked a rotten, worm-filled apple.

“This shouldn't be! Fluttershy and Tree Hugger have never failed to keep the Pleasure Gardens in tip-top shape before! Could it be due to something the Eldritch did?” Rarity reached for Shy, but she pulled away and covered her face while crying; muttering that she wished to be left alone. Confused, she looked towards where Hugs was at and her eyes nearly shot out of her skull upon seeing her with Sombra. "Heavens, it simply cannot be!"

A mere tiny portion of paradise had been affected thanks to his influence. But soon it would start to spread, seeing the shadows closing upon Hugs; who was fast losing her natural connection to the earth. Sombra realized she would be little more than a loyal ghoul now; a complete perversion of what she'd been. Perhaps if he managed to save Fancy in time, no doubt he would have become a loyal servant, too.

Even so, he was hesitant in considering using the necromancy spell again. For as much joy as the thought of using it to turn all of Spike's loyalists into his own, the cost was far too great; seeing as his appearance and age would be effected heavily.

For now, he would have to take responsibility, as Tree Hugger's sudden change would no doubt attract the attention and wrath of the Dragon Lord. A skirmish between them was now surely inevitable.

Until then, he would enjoy the company of his concubines to ease his tired spirit; especially as he would need his full concentration if he was going to help with Cadance and Cozy Glow.

Chapter 12

While there was some audible disappointment, Sombra gently dismissed his lovers for a time, needing solitude to meditate and replenish his reserves. His fellow mages would need to do similar rituals to recuperate; already he could see Beatrix spending her rest period at Flurry's side. To his irritation Sunset barely seemed winded by her contribution, heading off to aid Twilight in making certain their defenses were secured, unlikely as it appeared that the Eldritch would strike again so soon. Lastly Trixie was with Shining Armor, the latter trying to comfort the broken Cadance.

He wasn't alone himself. Somnambula and Tree Hugger were meditating with him; they intuited his wishes and helped amplified his senses. Their warm hands were closed over his, leaving him to find a rare moment of inner peace with himself. He smiled, for despite his intentions, he found it quite replenishing to soak in these positive emotions for once.

With their aid his mind's eye was able to spy upon the others who weren't foo far away. He closed his eyes and watched.

“You'll be okay honey,” assured Shining who spoke comforting words to his slumbering wife.

“Wha...what about us...?” Trixie's eyes watered as her voice cracked. “Are...are we through...?”

“I'm not sure. I don't want us to be,” he admitted, heavy with indecision. “I love you both. But what will Cadance think? We'll she ever even recover from this ordeal?” His hand tightened on his wife's, and Trixie started to try and comfort him with a touch before thinking better of it. Instead he placed a hand on her belly. “Beatrix could be kicking around inside there. That won't change.” He kissed her eyes closed, knowing how understanding his wife had always been.

Trixie managed a smile, squeezing tears from the corners of her eyes. “Trixie'll do what she can to save her.”

“I know. You're wonderful like that.” He chuckled and kissed her, brushing a hand through her mane.

Sombra's attention shifted to his student, who'd been understandably mopey ever since finding her sister in such a state. “I wonder,” began Belladonna. “Are you much like my Flurry? Would you have liked to go on misadventures with me, maybe brew some potions, have some laughs? Did daddy shelter you too much, or did Cadance temper that side of him?”

She sighed and pursed her lips, stroking Flurry's cool cheek and curly mane. “I have this other sister of sorts, Bellatrix Primadonna. The other you didn't like her much, understandably after what she'd done. But we're supposed to be about giving second chances, aren't we? About that...Sombra's with us too, inexplicable as it might seem. I think he's changed, much as he'll never admit to it openly. Heck, I don't really know Cozy Glow, but maybe we can save her too...?”

She wiggled fingers intentionally left bare by her glove design to make it easier for her to channel magic. Little sparks and pixie-like dust rose from their tips, her long nails painted with stars. While she'd hoped to hone what her mentor showed her in her spare time, she'd been busy pretty much ever since, and dared not leave Flurry's side while she might need her.

Satisfied, he withdrew from his spying, petted both of his concubines heads, then sent them off. He rose from his spot before rejoining the group. “Is everyone else ready? We shouldn't linger much longer if we're going to save dear Cadance.” Normally, he would've rubbed the fact that he was her savior in Shining's face, but now was hardly the time as it seemed beneath him. He watched as Sunset and Twilight were the first to rise while approaching him.

“We're ready. And for the record, you better not try anything that'll harm Cadance. I'll be making sure of that,” warned Twilight with a fixed glare to the dark unicorn.

“I think she'd benefit far more from your strength extended towards healing her rather than keeping me at bay,” he answered. "Besides which, I have no interest in such a thing, as she's clearly suffered enough."

“You know what I mean. Delving into the dark arts may have multiplied your strength several times over, but Sunset or I could still take you apart in seconds!” She let the threat hang in the air; clearly still resenting his past actions.

“Such confidence," he mused mirroring a quote from an old source. "You think because you're an alicorn and she's a prodigy, you'd have an easy time dealing with me. My dear Twilight.... If there's once thing you should already know about me, it's that I always come back. Now, if you're done with your empty threats.... Let's begin and form a circle around Cadance.” Everyone nodded as they did as instructed; the usual preparations now complete.

Twilight easily fell into sync with the party, like Sunset forced to slow herself down to his level while Sombra crafted another unity spell. He did his very best to keep his active disgust for both of them secret as he could. Out of all the unicorns and enemies he's made, Twilight remained his biggest concern, as she could easily lead the alliance if wished.

To him, she'd always come across as this smug little teacher's pet; ignorant to the sacrifices of others, with the only thing that troubled her being making friends. At least now with Celestia and Luna no longer present, there were few left to limit him. Suppose they did follow Spike, somehow defeated the Eldritch for good, rebuilt a society of equality and by some miracle killed him off again. It wouldn't be long until some other pompous, self-righteous zealot decided to oppose their ways. And if one rose, others would surely follow. There was no hope for peace like that, not if there isn't a shepard to guide the sheep. Little wonder so many of the other races were against working together in the first place!

Again a mare's brain was tricked into induced labor. Shining hovered nearby, sweating and chewing his lower lip, nervous as the time his wife had strained to bring their daughter into the world. He tried not to pace and kept his snout clamped shut, fearing the disastrous consequences should he break their concentration in the midst of their operation.

“Father,” murmured Belladonna who's eyes were still closed. “You should deliver these.”

His insides turned to ice. “B-but I-”

“Don't worry, I'll guide you.” She opened Cadance's thighs, their unified aura widening her gooey birth canal, and with it her pulsing cervix. Her magic protectively wrapped around his bare hands, juices and urine escaping Cadance's pink passage while she reflexively heaved her bosom and pushed. "Good. Keep at it," she murmured.

The curved side of a massive egg started to emerge, and with a gulp he slid up inside her slippery moistness, carefully tugging while he extracted the first embedded sphere with a messy plop. His face twisted in empathy for his wife's pain, barely able to imagine what she had endured to bring their child into Equestria, let-alone now with these forced on her.

Over the next half hour this process repeated, with the soggy spheres placed on the grass. He paled even more than she and Trixie, color drained from his strained face. “You're doing well,” she assured him.

“Your presence is comforting to Cadance,” whispered Sunset. “I can sense these sorts of things.” It was like a holdover from the empathic powers her geode had given her in the human world; an intuition which made her sensitive to the needs of others. "Just keep at it, and this will be over before either of you know it."

With Twilight's aid they'd cut their time in half. The last orb was removed from Cadance's womb, lulled into a peaceful sleep like she was an impossibly beautiful fairy tale princess. Sombra quietly chuckled at the allusion, knowing that to them he was some stereotypical villain, merely lacking in a mustache to twirl between his latest cliched scheme.

That left only Cozy Glow. Would she resent their help? Probably. But Tirek and Chrysalis were the closest things she had to friends, the former choosing to end it all, the latter having betrayed them to save herself. She'd have to make a choice once they saved her; either play nice and join them, or perhaps be imprisoned or banished if she refused?

*****

Reclining on his skull throne, Spike was reminded this might be the last time he sat here. The air was becoming more stifled in the Badlands; more suitable to dragons, but harder to endure over time for ponies. The latest Eldritch invasion had turned their world upside-down and left a once faintly hopeful future bleaker than ever, their faith in the Dragon Lord undermined.

Certainly there were exceptions. Twilight in particular was almost blindly loyal to him, her faith in all his decisions warming his heart. And then there were Ember and Smolder who met in private with him now. “So...” His claws tightened on the Bloodstone Scepter. “What exactly do I have to do to alter myself? What's this secret ritual your father passed down all about?”

“Well...” Ember foot claws scratched along the floor. “Like I said, you won't like it.”

Smolder put a hand on her hip. “Is it painful or something? Because that's just basic stuff for us!”

“It is painful...but not in the way one would think.” Ember turned her back on them and sighed. “Father shared the truth with me before he went to battle the Eldritch, knowing the knowledge couldn't afford to be lost. Of course he could never admit aloud the possibility he might lose, but that's why he asked me and Smolder to stay out of the war and carry on his legacy.”

Smolder nodded. “Makes sense, we're smarter than the average dragon!”

“Yes, but it's more than that. Pride also meant he couldn't admit this either, but he'd come to realize how interacting with ponies had changed us, made us stronger than a typical dragon in some ways. Now, it made us more vulnerable too, but he figured what we could pass on to the next generation would be more than worth the downsides. Anyhow, he told me the story of what happened to my mother. In order to become so big and strong, he...he'd needed to sacrifice someone he loved.”

Smolder gasped. “What?! Are you saying he-”

“He didn't want to, either. It was her choice. To be more precise, she made it for him. She could see the dragons were dwindling in numbers long before the Eldritch arrived, that they'd need a powerful leader to support and guide them. And when he refused to make such a sacrifice, she ripped her own breast open and offered her still-beating heart to him.” She blinked away tears.

“You're saying I have to ritually sacrifice someone I love and eat their heart?! That's barbaric!”

“In case you haven't noticed, we live in a more barbaric Equestria. Not unlike before the rise of Celestia and Luna, when dragons used to eat ponies!” Ember waved a claw dramatically to emphasize her point. “Look, it's an ugly world out there now, and we've got to adapt! If that means you have to off someone close...so be it. And to put my money where my mouth is...”

She raked a nail over where her heart was stationed, daring him to open her chest cavity. The very idea made his insides twist, and he paced the room, turning and wishing he could hide from the truth. “You know, that's more like something Sombra would do. Slaying a loved one, feasting on them, to grow stronger.... The ends justify the means, huh? Well, it's not ourway.”

“Maybe there's no other options left,” agreed Smolder. “I...I can be the one you take out, if you need. I'm less valuable than-”

“No!” His fist smashed so hard into the skull throne cracks spread throughout it. “We'll find another way!”

Suddenly the Bloodstone Scepter was snatched from his grasp. “If you're too much of a weakling, then I'll take back the role of Dragon Lord!” He spun to face Ember, who snorted and flared her nostrils, blowing grayish-black smoke. He stared her down, both refusing to back off; it was a traditional dragon challenge. The moment one gave in they'd appear weak. These sorts of things often ended in bloodshed. “You want it back, Spike? Well then come take it from me!”

Growls escaped his maw which drew back to bear razor-teeth. His eyes turned to slits, more primitive instincts kicking in, threatening to turn him into nothing more than a rabid animal. Everything about her seemed like a taunt now, down to the sway of her slender tail.

Many a would-be Dragon Lord would simply brutally ravish a disobedient female to put them in their place in this might-makes-right society, but the idea horrified him, as he reminded himself he was nothing like that!

“I won't play that game,” he finally said inhaling to calm himself.

“Guess you'll have to do me in then, huh?” Smolder frowned sympathetically at Ember. “It's been a good run, and I wanna think there's some other way too, but if it means saving Equestria? Well, that's a sacrifice I'm ready to make!”

A blackish inferno roared to life at the entrance. Autumn Blaze stamped in, trapped in her Nirik form, coming between all of them. “I'm with Spike on this one!” She trotted over to his side. “Do this and we'll be one step closer to being like the Eldritch!”

“It's not like that,” assured Smolder who held up her palms.

“Oh? What's it like, then?” Autumn reverted back to her Kirin self and seized the Bloodstone Scepter with a twinkle in her eye. “Can I be Dragon Lord for a while? Only teasing!” She giggled and tossed it back to Spike.

For a moment Spike worried they wouldn't relent, but Ember and Smolder relaxed their postures, despite the doubts still clear on their faces. He was thankful Autumn had eased the tension, but could it last?

He'd seen and heard about the doubts in his followers. Sombra and Beatrix had shown him up, and while he was certain she hadn't meant to, the results still stung.

Worse were all the losses and the fact they'd soon have to move. Twilight and Sunset had been searching out potential new areas, but the possibilities remained scarce.

If he did undergo this transformation, he'd become a living weapon that could easily stomp out most of the Eldritch forces. A veritable behemoth truly worthy to be called the Dragon Lord.

*****

With the extraction of the eggs from Cadance successful, another grace period was required to replenish all their used up resources. And what better way for Sombra to replenish himself than through fornication with his sultry little soothsayer? He made his way to her tucked away private chambers where she'd promised to await him.

“I have waited patiently for this moment to arrive, my dear Sombra,” cooed Somnambula excitedly. She had just finished surrounding her private cove with incense, leaving the air heavy in a thin, wispy mist scented like one of her exotic perfumes. “Of course, I knew this moment would always come the moment I've laid eyes on you. Many potential outcomes await you, but all of them involve my belly heavy and your linage secured.”

She smiled at him, looking over her shoulder with a soldering look as he entered her small room while disgarding his armor to the floor.

Inhaling the intoxicating aroma, he sighed as a smile spread from his muzzle. “Then let's not waste any more time~!" He removed the last of his garb leaving him bared for her. Likewise, she sidled from her scant, transparent silks down her curvy body as the rest of her garments pooled at her feet. She dipped her fingertips in a bottle of oil, rubbing it onto her bare breasts before spreading over the rest of her shoulders, thighs and anything she could reach.

Licking his chops in anticipation, he laid his hands over her shiny skin to feel and rub in the oil while kissing and licking at her neck. The priestess smiled coyly while making pleasant sounds for him; removing her headdress with a shake of her turquoise bobcut. With everything now off, he turned her towards him before lightly pushing her down into the mossy floor as he climbed over top.

She moaned low, his rod pressing and rubbing against her entrance. She could hardly wait before he slowly filled up her warm walls until he'd bottomed out in her sacred cavern. His hands tightened around her wide buttocks as he began to pump in and out of her; her wings fluttering in appreciation when he started to spear her. Her arms and legs wrapped around him, his tongue tracing circles around her nipples while she nibbled at mouth and neck. His muscles strained each time he rammed into her.

With a noble lineage from the former Pillar, he'd no doubt she'd bear him a powerful heir indeed. No other child he had with his harem could compare to the potential with their combined genes. And while he enjoyed the taste of her flesh, he was still suspicious of her possible ulterior motives. It was long decided that Inky Rose would be the better choice to serve as his Queen; as she'd already proven she would gladly lay down her life for him!

He wanted to take his time with her, but both knew he'd be called back soon as the ritual could only be drawn out so long. Her slippery, supple flesh slapped upon him each time he rocked her voluminous frame, the ankh which was all she still wore jangling between her shiny tits. “Agh! P-Please, I am close,” she begged. “Give it to me! Flood my sacred chambers in your seed! Claim my temple~!”

“Then open up...” He grunted as his hips picked up speed; slamming into her each time he fully sheathed himself. “And accept my virile seed!”

She lost herself upon him with a continuous, echoing wail, absolutely drenching his lower half as her marehood desperately milked his dick. Roaring, he buried himself with a particularly savage thrust, so forceful his flare tip pierced her cervix and locked into place. Her quivering womb was defenseless before the onslaught of jizz directly dumped inside its slimy chamber with repeated pumps.

While he continued to spray into her, she passionately locked her snout with his, tongues dancing like a pair of snakes. It was her way of thanking him, not withdrawing until he'd squeezed out the last drops into her, saliva still attaching them while she stared sleepily into his darkly handsome features. “I thank you for securing our future. I am certain our child will accomplish great things~”

“The honor is mine,” he mused with a caress of her hair and cheek. “Sadly, I must cut this short.”

“I understand.” Tenderly she removed him from her, a trail of their mixed releases dripping from her swollen slit and down her thighs. “Now that the ritual is complete, perhaps we may have more casual couplings whenever you prefer?”

“But of course~” He nodded, toweling himself off and redressed. Just as he was exiting, her voice caused him to pause.

"There is one thing I must warn you though. Do not let her get close," she warned with maddening vagueness. "I sense I dark path of further ruin..."

"I'll...keep that in mind." He wondered who she was referring to. Beatrix, perhaps? She was a great source of danger should the Eldritch find a way to invoke her role as their dark messiah. He shook it off. He would ask her to clarify her message later. He had to return to the others if they were going to save Cozy Glow.

With everyone back in the same space again and stationed in a circle around Cozy Glow, Sombra casted his unity spell. By now they were a well-oiled machine, almost completely in sync; even Trixie could almost keep up without him slowing down too much.

Their patient heaved her bosom with subdued whimpers, her naked flesh covered in a sheen of cold perspiration. “A-ah,” whined Cozy Glow who had tears in the corners of her eyes.

“It will be okay,” assured Sunset with a whisper.

Beatrix gulped hard while she readied herself to make the next delivery. She spread Cozy's thighs, her birth canal and cervix opened by an aura like a speculum, vaginal juices and urine loosed from Glow who's orifices clenched in preparation for the induced labor. Again it was a reminder of when she'd been similar infected, her insides twisting with empathy for her. But what wasn't at all similar was the ominous violet glow in her stomach as a dark fluid also began to leak out of her small slit.

“Something's wrong,” murmured Sunset who went wide-eyed as she sensed potential danger. "A-Are these eggs already fertilized?"

“No.... These eggs are different to the others,” hissed Sombra. “Chrysalis must have infused Eldritch power into the eggs when impregnating her. She must have anticipated someone would try to extract them...”

Cozy's stomach churned, the stretched skin crawling, like it was ready to burst from the stirred up eggs which were on the verge of hatching. The unborn parasites were somehow able to soak up traces of their magic due to the enchantment the mad Queen had placed; a complicated spell he doubted she could have conjured alone. The Eldritch had certainly helped prepare this trap.

But why? Perhaps a fail-safe if Cozy Glow escaped and attempted to free Tirek? Or an experiment for darker purposes with Cozy unfortunate enough to the first subject. He supposed it didn't matter now. Chrysalis was dead, but her twisted legacy remained, and the pegasus would be a ruptured shower of blood-and-guts if they couldn't think fast. She shrieked and trashed, her pussy a faucet of sickening fluid, bawling and kicking about.

“Ugh! We don't have much time. We're going to have to open her up...” Sombra furrowed his brow.

Sunset nodded with pursed lips. “That appears to be our best option. I'm sorry, Cozy.”

“We'll form a shield around the eggs once she's opened,” said Twilight who narrowed her eyes in determination.

“Trixie feels sick,” she whined threatening to upchuck her lunch.

“All the more reason why we have to stay strong, mother!” Beatrix patted her shoulder. Granted, she was similarly faint, barely able to look upon the pegasus who writhed in distress. “Can't we just put her to sleep?!”

He nodded. "Considering she won't be much help to us birthing out the eggs naturally. But we're going to need someone whose precision is a s sharp as the blade that'll open her.” He considered his options between all of them, doubtful that Trixie or Beatrix could manage it. “Anyone? I mean, I could probably do it, but-"

“Allow me.” Rarity marched up with her arms crossed under her breasts. “Sorry, I did not intend to listen in, let-alone intrude, yet I am the one with the most delicate touch here.” She raised her index finger, her horn flaring as she crafted a scalpel-like ethereal blade. “Just draw a line where she needs to be opened, so we can begin the extraction.”

“Splendid. In that case, I leave her in your hands.” Taking a berry and mashing it between a finger and thumb, he carefully marked the portion of Cozy's stomach. Laying a palm on Glow's temple, he lulled her into a deep sleep. Her eyes fluttered rapidly until she slackened; breathing calmly while the occasional painful grunt and squelch kicked in due to the unbalanced nature of the eggs. Sunset and Twilight poured a painkiller down her throat, wanting to ease her suffering wherever possible.

Silence dawned while they all set about their tasks. Carefully Rarity made the incision, a rush of blood meeting the cut. Trixie and Beatrix visibly winced when Cozy was skillfully opened, Twilight and Sunset enveloping the nest of quivering eggs in a shared aura which made certain if whatever was inside hatched they wouldn't break free.

Working together, the unicorns drew the batch out and placed them aside in a pile. The moment the last one was cleared, Sombra nodded. After she cleaned it Rarity used a needle and thread to carefully stitch the wound.

“She's stable,” noted Sunset and they all breathed a collective sigh of relief.

Against the odds they'd saved another life. Like Cadance and Flurry she'd need time to heal in the hopes she could eventually be reintroduced into society. He broke a wry smile at how well his team had performed under pressure.

Despite his doubts they'd all delivered when it mattered most. He felt a strange pang of satisfaction to render aid for once, but quickly brushed it aside.

It wouldn't do to become attached. Allies they might be for the moment, but one day they'd be foes again, once he ascended back into power.

Without a word he rose and took his leave, eager to be reunited with his waiting concubines.

*****

“It feels like we've been traveling forever,” complained Bellatrix Primadonna who still hadn't gotten used to the more lithe form she'd taken. They'd made great strides, despite the occasional sandstorm, determined to reach the Badlands in record time if possible. So far they'd only stopped to rest, hunt, and eat whenever absolutely necessary.

“You sure do bitch and moan a lot,” mumbled Wallflower Blush. “Guess that's why you're named like that...”

“And I'm sure you got that name because you're shy about that beanpole figure,” the succubus teased back poking her side.

“Don't rub it in,” replied Wallflower with a pout while she turned away and pulled her tattered cloak and hood closer.

By now they were close to their destination. Evidence of the Eldritch tearing up the land was visible everywhere, fissures scarring the dry earth. Picking up a sun-bleached horned skull lined in cracks, Bellatrix giggled and tossed it between her hands. While she amused herself Blush studied the faint stars, double-checking to make sure they were on the right track.

With a shiver Wallflower's eyes darted about. She whispered, “Doesn't it feel like we're being watched?”

“I know what you mean,” said Bellatrix who chucked the skull into the sand which kicked up a puff. “Thought it was just nerves, since the Eldritch can track me anywhere, but...” Her yellow, cat-like eyes focused intently into the distance. “There!”

Before the Dazzlings could dart back behind the dunes she hurtled towards them like a lightning bolt. Hissing, with curved teeth bared and nails extended into full claws, they barely scattered amidst a flurry of wild slashes.

Having shed their scales, the sirens had retaken legs, and had shadowed them the entire time; only the fact that the duo were forced to occasionally rest allowed them to keep up.

They attempted to sing their seductive song, Aria's and Sonata's voices blending in an alluring unity, but with the wound Adagio had received in her neck her voice quickly cracked.

“You ruined me,” rasped Adagio bitterly.

“Don't worry,” snapped Aria with a malicious smile now that she was one step closer to leading. “I'll take it from here!”

“Wait for me,” called Sonata who's ponytail whipped as she dived to avoid an arrow loosed her way. They were still naked, save for the chunks of metal and bone woven into parts of their mutilated forms, the modifications made by the Eldritch enhancing their reflexes. Their senses were naturally better than the average pony's, rendering them potent predators.

“Should've sunk back into the ocean depths,” yelled Bellatrix who went for Adagio's throat again.

The sisters opened their mouths impossibly wide, exposing rows-upon-rows of serrated teeth. Even more horrifying were the nests of rubbery, sucker-covered tentacles which emerged from their throats, having lured the she-devil close and now looping their slimy, pulsating tendrils about her. Primadonna yelped, trapped between the trio who dragged her inwards.

“Damn it,” muttered Wallflower under her breath while she trained her bow-and-arrow but failed to get a clear shot as they intentionally used her as a shield. She contemplated taking it anyhow, certain the succubus would with their positions reversed.

The demon shrieked, muscles straining while she was pulled taut between them. To them she was just a fresh meal. Alien voices were echoing in their skulls, but they ignored them, reduced to little more than savage animals in the moment by hunger.

“Fuck it.” Blush steadied herself with a sharp breath, prepared to loose a shaft.

Suddenly the coils withdrew and the Dazzlings crumpled, writhing and screaming. Bellatrix and Wallflower stared in bewilderment. “W-wait,” begged Adagio as a trickle of blood ran from a nostril and she started to sob.

The eldest sister's veins started to pop up all over her supple flesh. She wailed banshee like when they started to pop, one-after-another, noisily in a spray of red mist. Aria turned her head away, chunks of brain matter splattering her cheek, while Sonata wailed when a skull fragment sliced her cheek. The surviving siblings were freaking out while Adagio's corpse slumped over.

“What the...” Wallflower considered shooting one of them through the heart, but pity stayed her hand.

“It's the Eldritch,” said Aria rather flatly. “I wanted to be in charge, but not like this...”

“It's because we tried to eat Bellatrix, isn't it?” Sonata rapidly shook her head, still bawling. “She's important to them!”

“Only as a tool to exploit,” said Primadonna with a sneer as her claw tightened around Sonata's throat. “Tell me...” She reared back a hand, ready to drive her clawtips into her eyes. “Why shouldn't I end you two losers right here?!”

“Hurt her and you're next,” warned Aria with a snarl.

“Let them go. I don't want to kill unnecessarily.” After the succubus dropped the siren, Wallflower nodded to her side. “Go on, get out of here, before we change our minds!” The surviving Dazzlings shot them a look, but then broke into a mad dash away.

“Should've let me finish them. They'll come back to haunt us later.” Bellatrix squatted and flicked one of Dagi's still warm tits.

“I know.” Blush frowned. “Stop that. Let's not desecrate the dead. It's sad, really. The Dazzlings probably didn't have much choice but to join the Eldritch once they crossed paths. It was either that, or become more of their victims.”

“Yeah? Well, I don't feel sorry for them. Especially after they mangled my wings!” Her clawed foot kicked Dagi's ribs, almost sinking into the gills still on her side even after her transformation. As the leader of the trio she'd taken the blame and fall for their poor choice. Now she was nothing more than another testament to the power of their enemy.

With the enhancements made to them the Dazzlings could now never hoped to escape their reach. They were simply doomed to fight on the side of those abominations until their masters no longer needed them.

Nonetheless the demon soon mentally moved on from their latest skirmish, once more focused on their arrival in the Badlands.

Within the next hour the pair finally reached what they hoped would be their new home. She waited behind while Wallflower went ahead, into the ashen lands almost inhabitable to ponies, in the hopes that at least hear her out...

*****

With a weary sigh, Sombra returned to his chambers alone after the mentally draining labor he'e performed. Much as he enjoyed the company of his harem, he was fatigued after all his recent work; muscles sore and mind numbed. He'd taken the brunt by being the lead in their casting, such powerful magic still draining even after a lifetime of hard work and dedication. He'd endured further fatigue by going to breed Somnambula.

He slumped into an out-of-the-way cove on the outskirts of the Pleasure Gardens; guilt slowly creeping into his chest at the reactions from his lovers. Pacific Glow had whined about not getting enough attention after he first laid with her, and Inky Rose was visibly hurt by his unintentionally curt dismissal, but accepted it. Somnambula and Diamond Tiara were the only ones who understood without saying. He wasn't sure about the situation with Tree Hugger, as she'd been sticking around his courters while lazily humming.

He would make time for all of them, he promised himself. Whether by requesting time away or by seeing this through to the end. It's not like he could properly attend to them in his current state, anyhow. Removing his armor while keeping his underwear, Sombra rolled onto his side to curl up in a patch of dew-covered grass. All he could do now was rest and plan his next course of action.

He had requested that the changeling eggs be destroyed, but Sunset and Twilight had denied him; the latter wishing to study them. They radiated with magic completely alien to them, and it would be a good chance to try and understand and maybe even learn how to manipulate such strange magic.

Hypocrites. They were no better than he was at a younger age. And if there's one thing that weighed on him when it came to the consequences of investing oneself in dangerous affairs, it's the regret that'll take its toll once one realized how much was lost. He chuckled dryly at the thought.

Perhaps Beatrix wasn't wrong in some regards about him being a far kinder and considerate stallion than he believed. Ironic, the world was slowly dying and he'd developed a conscience. Much as he liked to lock Shining Armor for such, maybe...part of him wouldn't mind being looked upon as a hero for once...

A gentle rap that sounded at the entrance drew him out of his thoughts. Grumbling, he rolled onto his back to lean himself up on the cavern wall before calling out, “Who's there?! Show yourself!”

“Forgive my intrusion.” The voice was prim-and-proper with a certain sweetness. He blinked at the shapely physique silhouetted ahead, barely able to make out the tall unicorn at first. “I hope you weren't busy. Is it alright if I come in?”

“Fleur de Lis...? What brings you to me at this hour?" His eyes narrowed as she strutted over with a familiar sway of ample hips.

“Indeed, these times are dire. Without my love at my side, options on who to follow are limited. It's either you, Shining Armor, or Spike...” As she spoke, she slowly unzipped the front of her skintight white costume at the front; large white mammaries topped with you on wide pastel nipples bouncing and nearly spilling out when she drew the zipper down just above the slit of her vulva. “And while I'd much prefer them to lead us, I've come to realize you, Sombra, are
indeed the best hope for our continued survival.”

The corner of his mouth curled in suspicion as his brow furrowed. He didn't believe her claims; highly aware of the tempting allure the model held over stallions. He also didn't forgotten this is the same mare he'd shamed and humiliated a month ago. A harsh chuckle left his throat. "You expect me to believe that after all this time, after the protests and death threats to, you're now willing to accept me? What ever happened to your undying devotion to Fancy Pants?" He spat that out in a mocking tone.

“My beloved is no more, Sombra! I have mourned him the best way I know how. But now isn't the time to keep grieving. Now is the time to move forward. And I can only look forward knowing you're at the front. Please, I beg you!" In an act of desperation, she peeled away her attire from her voluptuous form; baring himself fully to him. “Isn't this what you wanted? To have me strip for you, to hold power over me while you take me like a common whore... I...I can't hide it.... I enjoyed...that time you used me..” A solitary tear trailed down her cheek as she held herself while kneeling before his slumped form. "Oh, my love, forgive me, but I can hide it no more! It's been too long since I've had a proper stud ravish me and made me feel whole. Oh, please, I need you!" She cried to him, purposefully squishing bountiful assets into him as she clung to him for support.

He was speechless, eyes wide at this display of depravity and submissiveness. And while his body was sore and tired, the blood in his loins boiled as his cock began to harden. It was true; he'd shown up Spike in the recent war and was convinced more mares would come over to his side. He just never expected her out of all of them would come so soon.

"Fleur, I-I," he began to apologise but was cut off when she suddenly pressed her lips to his. Slowly, he began to warm up and embrace her as he gave into her affection. She tasted sweet with a hint of spice, his nostrils breathing in her potent perfume as his hands wandered over her curves.

Whatever disbelief and suspicious he held slowly began to melt away as he lost himself in the moment; soaking in her body heat. It felt rather surreal. He understood why Fancy had chosen her; she was a prize indeed. He'd once thought her a mere trophy wife, but she'd surprised him.

She pulled away, a finger to his mouth as she smiled sweetly. "Just relax, my lord. And let me show you how badly I want this," she cooed reaching to unfurl his cock as she straddled his hips; her nethers kissing his shaft until the tip was poking its way inside.

All at once she slid down onto him; her folds tightly sucking him in as a shudder and quiet moan left them. She began to roll her hips around in a circular motion as he drove deeper into her velvety walls. He groaned loudly, the feeling of being inside such a beautiful creature clouding his mind in a haze of lust. His hands moved from her waist to grope and massage her jiggling breasts, much to her delight.

"A-Ahh! Oh yes, feel me, love! Take in everything!" She purred, hands raised above her head as she rode him hard. While Sombra was normally known for being in charge, he had to admit; this was a nice change in pace. It had certainly felt wonderful when he and Beatrix lovingly went at it during their time away in exile. He could get used to such treatment.

His eyes gazed up to see her form silhouetted in the moonlight as she gyrated and bounced on top of him; eyes piercing though her shadow as she pulled something out of her hair and held it in both hands. The smouldering look slowly turned into a vicious sneer as she slowed her humping before crying out; "Pour toi mon amour!"

His eyes snapped out as agony coursed through his body. His voice died as his eyes shakingly looked to see a sharp blade now lodged firmly in his abdomen. She yanked it out, causing him to spatter blood from his mouth as more oozed from his wound. His hand retreated to hold in his chest before he looked back up at his attacker, shock plain on his face. She growled before raising her arms; ready to strike anew. "Maintenant meurs, Connard!"

Grunting, his horn lit up and he blasted the unicorn off of him. Her body sailed and hit the other end of the cave before slumping to the floor; unconscious. The bloody blade landed just a few feet away as Sombra wheezed; clutching at his ribs while struggling to remain conscious himself.

He should have known better to expect anything different. They all wanted him dead. And now, one of them had managed to mortally wound him. In a rare moment he let his guard down, suffering followed.

As his eyes rolled into his head and closed, the last thing that came to mind was the laughing faces of his comrades; singing the praises of his demise.

"I...Inky..."

Chapter 13

It would be a while until Sombra was discovered, having bled out all over the grass as color drained from his haggard features. Having sensed something was wrong, Somnambula went looking for him until finding him laying cold on the ground. In a panic, she summoned the rest of his concubines to the cove before immediately patching up his wound the best she could; hoping the smeared gel she applied would speed up the healing.

While the others offered their help, Inky Rose was the first to notice the unconscious, nude form of Fleur de Lis in the opposite corner. A few feet away was the bloodied knife. Inky's eyes filled with hatred before scooping it up and approaching the luscious unicorn, blade raised and ready to drive into her heart.

“Halt,” commanded Somnambula. “You are better than that, do not follow the same road she has chosen. She will give us answers and she will face justice for her actions.”

A scoff was her only response before she discarded the blade, the weapon dropping with a clatter. Inky squeezed her eyes tight and released her pent up anger into her palms, falling to her knees. Pacific Glow went to comfort her friend as she openly weeped while Tree Hugger calmly helped tend to their master. Diamond Tiara kept her distance, arms folded under her breasts as she couldn't look at the scene. Her head perked up at the arrival of Beatrix Belladonna, greeting the magician with a glare. "Took you long enough..."

But Beatrix ignored her before gazing on Sombra; nearly trembling at the poor state he was in. “No.... Ugh, damn it! If only I had some of Sunburst's healing elixir,” she muttered to herself while desperately rifling through hidden pockets in her inner cape for anything that might prove useful. “Or maybe if I still had the Smooze to help...”

Yet she couldn't rely on stuff from her home dimension. For a moment she considered taking him there, as he'd survived the last trip between dimensions, but whatever might aid him wasn't there anymore. Sunburst's secrets were lost with him, and even if she could replicate his masterpiece, she'd never come across the rare ingredients even with her travels across planes.

Likewise the Smooze had sacrificed himself to help her. She'd relied on him for a good part of her life, to what he'd realized was an unhealthy degree as they had formed a symbiotic bond. No, she decided dusting herself off. She had to stand on her own!

“Hey...” She turned to the living entities woven into her hat and cape, the eyes popping open and the mouths breathing. “I know you can understand me.” She sucked in a heavy breath, wondering if she was about to do something incredibly stupid...again. But if she didn't act he'd likely be lost. “You know some of the Necreonomicon's secrets, don't you? Then...then teach me.”

She brushed aside a tear on the back of her arm. Learning the black arts would take her a step closer to being the dark messiah the Eldritch desired; delve too deep and she'd lose herself forever, becoming the wretched abomination she truly was below her cute facade. For a moment there was no response, but then a few alien voices started to ring about her throbbing skull.

“A-ah,” she gasped holding a hand to her temple as veins popped up atop it. Forbidden nowledge was rapidly being force-fed to her, the kind which could potentially destroy a normal person, but this was supposed to be her purpose, after all.

For a moment, her frame shimmered and crackled. Reality blurred around her; or more accurately the illusions were temporarily stripped, the monstrosity underneath making Diamond Tiara shriek and jump back, barely able to look upon Beatrix's true self.

“Whoa,” muttered Hugs. “Wicked vibes, man...”

“Not just familiar, but in a way beautiful,” said Inky who struggled to focus on the shifting void with mesmerized eyes. “Reminds me of master...”

“It's freaky.... She's freaky,” mumbled Pacific who couldn't stop shivering.

Moments passed before Beatrix settled back into her usual self, now sunk to her knees. Looking upon her true form for too long could drive others mad. She wept blood, hiding beneath her wide-brimmed hat and drawing her cape tighter. However the entities had taught her enough for her purposes...at a price. Her heart and soul were no doubt scarred by corruption, part of her sacrificed to feed the beasts.

Wasting no time, she stalked over to Sombra and laid hands upon his midsection. Thanks to being the key to the Necronomicon she could heal him without making him her thrall, her palms radiating with electrical crackled of darkness as his gash closed.

He wheezed and opened his eyes wide, shooting to a seated position and panting. “Inky Rose!”

“A-ahh! Yes! Master, I'm here,” she cried rushing to his side and kneeling while she embraced him; holding his head tight to her chest. “I'm here, Master.... Oh, thank goodness you're well..!”

Belladonna's bosom heaved, veins popping up across them and the rest of her figure, threatening to pop as they pulsed. Her heart hammered like it was ready to explode, the monsters embedded into her living costume twisting about. She sniffled and calmed her mind, until the entities woven into her fashion followed, her wrecked body returned to normalcy.

A moment of understanding dawned between them when their gazes locked. She was surprised as he was at her actions. “To be honest, I didn't think I could do that.... Tee-hee,” she laughed sheepishly; rubbing the back of her head before leaning down to take her hand to his. "But I guess I never could without such a fantastic teacher.... So thank you..."

“No...” He rasped straining to speak. "...thank you. You saved me..."

His harem gathered to help him to his feet. But before the tender moment could continue, a voice rang out from the entrance and broke their celebration. “Sorry to cut the moment short, but the Dragon Lord will take it from here,” said Twilight Sparkle who was all business. She walked past glaring mares before using her aura to lift Fleur's body and lock it with magical chains and a heavy padlock. “Attempted murder is a serious crime. As for you, Sombra, he wishes to see you soon as you're able.”

“Never took you for spying on your own allies,” noted Inky bitterly.

“Oh, please. Don't try to act so disgusted when you've all been doing the same thing,” she countered, shooting her own glare back at the grey pegasus. “All that proves we have no reason to trust you.”

“Who fucking cares about trust,” yelled Pacific, huddling by him protectively. "He's badly injured!"

“I appreciate your concern," murmured Sombra; gently pulling out of her hold. "But this is one issue I can't ignore, given how much strife it's caused everyone." With that, he turned his gaze to the former princess. "Tell him I'll be there shortly. He and I have much to discuss on trust," promised Sombra darkly. She nodded before turning around to leave the area with her prisoner in tow. Sombra waited until her departure to relax his tense muscles, nearly collapsing again before Beatrix caught him with an arm over his shoulder.

“I can vouch for you,” offered Beatrix with a somber smile. "Surely there are many who understand you're a naturally gifted leader, even with-"

He shook his head. “They've already made their decision. This is merely a formal notice. It was inevitable that we would come to this.” He covered his mouth, breaking into a fit of coughs, his insides churning. “I ask you all to accompany me. I fear that the result of this decision will effect your fates as well...” With all that said, they helped him redress and out of the cave; uncertainty clouding their heads.

For a moment her frame shimmered and crackled, reality blurring around her; or more accurately the illusions were temporarily stripped, the monstrosity underneath making Diamond Tiara shriek and jump back.

“Whoa,” muttered Hugs. “Wicked vibes, man...”

“I think it's beautiful,” said Inky who struggled to focus on the shifting void. “Reminds me of master...”

“It's...she's creepy,” mumbled Pacific who couldn't stop shivering.

Moments passed before Beatrix settled back into his usual self, now sunk to her knees. Looking upon her true self for too long could drive others mad. She wept blood, hiding beneath her wide-brimmed hat and drawing her cape tighter. However they'd taught her enough for her purposes...at a price. Her heart and soul were no doubt scarred by corruption.

Wasting no time, she stalked over to Sombra and laid hands upon his midsection. Thanks to being the key to the Necronomicon she could heal him without making him her thrall, her palms radiating with darkness as his gash closed.

He wheezed and opened his eyes wide, shooting to a seated position and panting. “Inky Rose!”

“I'm here,” she cried rushing to his side and kneeling while she took his hand. “Thank goodness you're okay...”

Belladonna's bosom heaved, veins popping up across them and the rest of her figure, threatening to pop as they pulsed. Her heart hammered like it was ready to explode, the monsters embedded into her living costume twisting about. She sniffled and calmed her mind, until the entities woven into her fashion followed, and her wrecked body started to return to normalcy.

A moment of understanding dawned between them when their gazes locked. She was surprised as he was at her actions. “Tee-hee. You do have lots more to teach me,” she said squeezing his hand and trying to play it off like a joke.

“Thank you,” he rasped straining to speak.

But before they could speak further another voice rang out from the entrance. “The Dragon Lord will take it from here,” said Twilight Sparkle who was all business. She lit her horn and locked Fleur's body up in magical chains and a heavy padlock. “Attempted murder is a serious crime. As for you, Sombra, he wishes to see you soon as you're able.”

“You've been spying on us,” noted Inky bitterly.

“Don't play innocent. I know you've been doing the same,” she countered. “Face it, we're right not to trust you.”

“He's badly hurt,” said Pacific who protectively huddled by him.

“I appreciate your concern, but it's not necessary. I'll be there soon,” promised Sombra who met the interloper's stare. He waited until she left with the prisoner in tow lifted by her aura before his tensed posture relaxed.

“I'll speak up for you,” offered Beatrix.

He shook his head. “I suspect they've already made their decision. This is simply a formality. I suppose it was inevitable.” He covered his mouth, breaking into a fit of coughs, his insides churning. “However, you all should come with me, as I suspect this will affect all of us.” With help from Beatrix, Inky, and Pacific he stumbled back to his feet, and they helped him redress.

*****

Spike sat on his throne shrouded in shadows, head bowed. Ponderously he considered his latest decision and the rippling effects it might have on the alliance. Would everything he built now fall apart? He refused to even entertain the idea. He'd start over if necessary, somehow build another paradise like the Pleasure Gardens somehow, despite how unlikely it all seemed.

He looked up when Ember and Smolder entered, a thin cloaked figure held between them. “She wanted to see you,” said Ember who tossed back the girl's hood. “Claims she's an old friend of Sunset Shimmer's from the other world.”

“Fetch her,” commanded Spike and Smolder bowed before she flew off to obey.

“My name is Wallflower Blush,” said the freckled pegasus. “I want to seek refuge here.”

He nodded. “She's mentioned you to Twilight a bit.” A few moments later Smolder returned with Sunset who gasped.

“I'd heard the portal was open for sometime after I crossed over,” said Sunset who ran up and hugged her, wrapping her wings around her and letting out a sob. “Not sure if it was due to the Eldritch's influence, but-”

“I'm sure they regret smashing the mirror. They could have had a whole other world to annihilate,” said Wallflower who embraced her back with her own wingspan and slender arms. “Oh, and I wasn't the only one who crossed over, either.”

“Who...?”

“The Dazzlings. They've been turned into monstrosities by the Eldritch. Adagio's dead, but Aria and Sonata are probably still out there, somewhere. Oh, and Bellatrix Primadonna wanted me to tell you she didn't betray you. Of course she doubted anyone would believe her, but she only pretended to side with Chrysalis until she could back-stab her. I came to advocate for her.”

“I see. It's a lot to take in.” She turned to Spike with her lips drawn. “My lord, can I bring Bellatrix here? I know she has that affliction that let's the Eldritch track her, but since they already know where we're based anyhow...”

“Sure. I'll want everyone here when I call the latest meeting,” he replied still distanced with troubled thoughts.

Within a couple hours horns sounded to summon everyone around the Pleasure Gardens. By now a portion of it had clearly started to rot and a swarm of flies buzzed around the stinking sludge. The cloaked bodies were still placed in lines, preserved by potions that Twilight and Sunset applied, until they were finally ready to put the dead to a final rest.

Spike stood flanked by his closest followers. Mobs gathered and muttered among themselves until they cleared a pathway, spotting the approach of Sombra and his entourage. Fleur stirred awake before becoming aware of the cage that bound her, immediately flying into a frenzy of curses in her native tongue. She was absolutely hysterical, shrieking while she wept.

He extended a scaled hand to calm her, only for her to snap at him like a wild animal. “Release me! You have no right to keep me detained,” she finally stated.

“And you had no right in attempting murder to one of our own,” reminded Ember with a huff. "He is the Dragon Lord. His gardens, his rules. And breaking any rule is punishable by whatever means he sees fit."

“You ignoramus! An alliance with him was a mistake from the very beginning. He sought to control us, manipulate us! Made me trade away my dignity! I warned my beloved...and look what it's brought upon us. Nothing but misery and death," she wailed.

“Your husband may be dead..." Sombra stated. “But his blood is not on my hands. I considered him a rival, but I would never wager his life to seize power. I held no animosity towards him. Nor to you, Fleur de Lis. I shouldn't be at all surprised you'd try something like this. It was only natural given who I am and what I've done...” His attention then turned back at the dragon, eyes burning red. "What surprises me more is that none of you have tried to assassinate me yet."

"As Ember has already expressed, Sombra. We do not try to murder our own allies here-"

"BULLSHIT!" He barked, silencing the people gathered around as all eyes were on him. And every direction he turned, Sombra glared. "To say we are allies is to say we are friends; which is a false assumption. I know for a fact you hold no kindness or sense of comradery with me, so why don't you be honest with me for once and admit it! Admit you want me gone from your 'so-called' alliance..."

The Dragon Lord's face hardened as the two stared daggers into each other before he responded, "I do.... But only because I believe it's best for everyone."

Sombra let out a mocking laugh. "Don't try to sugar coat this! The moment you remove me, everyone here would just come running to your feet since you wouldn't have anyone to oppose your rule. You are a noble and wise warrior, I'll admit it. But I never considered you to be such a shameful coward."

His claw tightened on the Bloodstone Sceptre as his voice rose. “I am no coward! You have the wrong idea, this isn't just personal grudges or competition! This is about survival, and doing what's best for Equestria! Look at the gardens, life is dying and people are suffering! The last thing anyone needs to feel unsafe being in the presence of a former tyrant! What have you've done, Sombra? What have you done to earn back or gain any trust amongst us?"

"DON'T YOU DARE TALK TO ME ABOUT TRUST!" Sombra roared, the whole garden darkening as shadows swirled around the place. Many clutched to each other as Sombra walked to got right into Spike's face. "I've been treated as an outcast since I was born! All I've every wanted was to have trust and people I could depend on. All I've ever done was fight for my place in Equestria. I never asked to become a tyrant! I didn't ask to be a villain. I was left with no choice but to become the monster you all make me out to be! I was never given a chance then and I wasn't given one now. Not even on the brink of extinction has anyone given me a chance.... Except for her..." He turned to look softly as Beatrix, who could only look at him with anguish while her father and mother hid her from him.

"Why should we?!" Twilight dropped her demeanour and let her fury for the dark unicorn be known. "All you've done is spy, scheme, and have mares sacrifice their dignity in order to serve your selfish ego! I see no reason why anyone should give you a chance. All you do is destroy and taint everything around you!"

"And with that, Twilight Sparkle, you have proven my point," he muttered. "Out of everyone here, you've infuriated me the most. And I'll tell you why," he said approaching her as she flared her wings and horn defensively. "You were once the famed Princess of Friendship, going to great lengths to help ponies who were lost or lonely; showing them that the magic of friendship could lift up hearts and save lives. Now look at you; trying to hide behind such a calm and caring face when you're just as lost ever since your teacher bit the dust..."

Her breaths became heavier as her glare deepened, tears streaming down her cheeks.

"I think you and I both know the truth," he continued. "That the magic you believed in, the power that guided and made you all strong is no more.... And with your assessment that I am beyond a redemption, validates this truth..."

"W-What truth..." She sneered.

"That the magic of friendship is dead!"

"THAT'S ENOUGH!" Spike roared, grabbing Sombra by the collar and holding him up; fury in his eyes. "Look around you. You have frightened everyone here and shown no one consideration. You may have a point, but mine still stands. You've brought nothing but mistrust and darkness to this alliance and I won't stand for it any longer.... Which is why I must ask you to leave." His expression softened. "I am sorry, I truly am.. maybe Beatrix was right to believe in you. As much as I dislike you, you have proven to be a strong capable leader and a reliable warrior. If not for who you are and how you act, I would consider you a true friend.... So please.... Leave quietly.... Do not do something both of us will regret..."

Sombra heaved in his breathes when he took one look around, the fearful and frightened expression of the mob, even to those of his beloved harem who looked at him anxiously. He wheezed, insides burning with pain as he felt Spike release his grip on him. He kept his glare on him, but his expression softened. One may have even detected sadness in his eyes.

"Just when I was beginning to let myself open up..." He sighed tiredly. "I'll leave. But not because you asked me to. I don't need your worthless pity." He scoffed before turning around to the ponies and creatures among the garden; the darkness that hung in the air giving way to what light was left in this world. "The Eldritch are probably planning to invade the Pleasure Garden again soon. If anyone wishes to leave before it happens, you're welcome to join me..." His eyes scanned the countless mobs; looking for anyone that understood.

“We're with you to the end,” announced Inky who stepped forward and took his hand. Pacific wrapped an arm around his waist; securing herself to him.

“Count me in as well. I shall help lead the exiles somewhere safe,” assured Somnambula who clasped her ankh. "Thank you for everything, Spike."

“I'm down for a trip, man,” said Tree Hugger who shot him a crooked smile and shrouded herself in a leaf bikini. "Let's see where this crazy train's headed!"

“I suppose I'll come too,” said Diamond Tiara after a moment's hesitation with an inpatient tap of her foot. “Not like I have anything else here.”

As they all gathered to him, Sombra casted a glance to the magician. Pained by his expression, Beatrix shook her head. “I.... There's lot I want to learn form you, but...but I can't abandon my parents. Or Flurry Heart, come to that. I'm sorry, Sombra...” She sidled closer to her parents, unable to meet his eyes.

The look on his face was one she had not known any Sombra from her previous adventures to hold. He appeareded genuinely hurt she wouldn't be joining him. He looked away as a dry chuckle left his throat.

“I understand.... I'm a dangerous influence to you after all.... Take care, Beatrix...” With goodbyes out of the way and no other takers, he stumbled with his group through the pathway before turning back towards Spike. "You won't believe me when I say this.... But I wish you the best of luck against the Eldritch. You'll need it..." And with that, he continued to make his way out from this so-called paradise, climbing back to the surface.

With a heavy sigh, Spike questioned if he'd made the right choice. After all, despite how much he disliked Sombra, it was true he'd helped them. And by exiling them he perhaps condemned them to death. He wasn't certain himself where they were headed from here; yet Twilight assured him she had a few ideas.

Worse still, he was forced to punish Fleur, uncertain what to do after this unprecedented turn of events. But what to do? Imprison her for a time? Banish her, too? Treat her too lightly and he risked losing face.

Former Dragon Lords wouldn't have been so lenient. They might have eaten her alive without a thought, or perhaps stripped her of all rights and forced her to become their love slave until they finally broke in the prideful mare, but both ideas made his stomach turn. For now he'd keep her tucked away, relatively comfortable until he decided what to do with her.

*****

After the pariahs crossed onto the surface of the Badlands, Sombra wandered across the ashen earth. Lava bubbled and smoke rose around the mountaintops. He knew if the Eldritch attacked now they'd be nearly helpless to resist. Perhaps there wouldn't even be any evidence left, he and his harem reduced to spare parts after the invaders picked them clean for more fuel.

He turned to gaze over the mares following close behind him. Had they come to regret their decision to follow him? He knew Inky at least would follow him anywhere. Somnambula too as whatever was on her agenda still involved him. Pacific was practically helpless on her own, so there'd be little choice. Tree Hugger was now blindly loyal to him; a fact he wasn't quite comfortable with for once. He felt guilty? He'd felt much the same seeing Fleur's current state, the sensation odd and unfamiliar.

It only looked as if Diamond Tiara was having some doubts. And yet she turned to him and offered a reassuring smile that she was committed to him. He nodded and continued his way until a voice echoed behind them, more insistent by the moment.

“H-hey! Wait for me!” Everyone turned to see Cozy Glow struggling to pad her way up behind them; still in a thoroughly battered state even after she'd been tended to. "You're all so fast.... Just give me a minute," she huffed; catching her breath before she cleared her throat She strutted her way up to Sombra before placing her hands behind her back and rolling her ankle in a cutesy fashion. "Gee golly, Sombra! It sure was so unfair they've turned on you, after all you've sacrificed! Now I don't know about you, but I think that's real leader material right there. Maybe even somebody who would allow someone as villainous as me to join them; seeing as they were giving out second chances?” She batted her thick lashes at him; looking up at him with the most innocent expression she could manage.

“You can cut the innocent act, Cozy Glow. I'm well aware of your treacherous nature. And even then, it doesn't work so well considering you're grown mare now,” stated Sombra with an eye roll.

Her pleasant smile revealed her frown as she groaned. “Alright, fine, you got me! Not my fault puberty decided to screw me over and delay my growth until late," she stated planting hands on her hips. “But you gotta admit, we are alike. Not like they'd give me a chance to change too. Look, I've got nowhere to go with Tirek dead. So won't you please let me join you?” He remained unphased, turning to his followers as they too were uncertain. The pegasus growled in frustration; her face growing flustered with anger. “Ugh! Okay, what do I gotta do to convince you? You want me to suck your dick, cause that seems to be the right of passage with all you dames!” She sighed and lowered herself to fish out his manhood before he lightly pushed her. "H-Hey!"

“Trust me, as much as I'd want to, I'm in no shape to try to sit down or lay with anyone. The last time someone offered me sex for servitude, it almost killed me," he grunted helping her back up. "You can join us. As treacherous a you are...I believe it's something Tirek would have wanted."

“Works for me! You don't gotta worry about me, I won't try anything funny. But the moment you're up to it, I wanna taste of that. It's been too long since I'vr been laid!” She whistled and skipped up beside them, falling into step despite how sore she was. He just stared at her with a blank expression; wondering if she was this messed up before or after becoming an experiment for the Eldritch.

But before they could get a move on, Tree Hugger placed a hand outwards to stop him while smiling. She turned her lazy gaze towards a boulder near by. “You can, like, stop trying to hide from us, babe! I know those sweet sensations anywhere~” After a moment, a pale yellow pegasus popped out from her hiding place; anxiously stroking her long pink mane. “C'mon, hun. Don't be shy, now~"

“I mean, it's in her name" Diamond muttered before looking towards the intruder. "What do you want? Out with it, we gotta get a move on!"

Fluttershy chose to ignore her and walked up towards the green earth pony; her leaf bikini barely able to hold in wobbling assets, areola so wide they peeked out. “I...I-I just don't understand, Tree Hugger. Why? W-what's happened to you? Are you really still you or has Sombra taken you over completely? Oh please, why won't you come back to me?!”

“Mmm...I dunno." She shrugged. "I just...can't stop thinking of him, even if I wanted to. It's like he's my everything now or somethin'.” Hugs grinned as she pulled the Pegasus into her arms, her ample breasts squishing against Flutter's larger pair as her hands idly played with her plump backside. “You should totally give him a try, babe! I really think you'd dig it~”

“O-oh no, I...I couldn't! You and I were supposed to be part of Spike's harem...” She hid under half her mane. “I know you may like Sombra, but I can't trust him! He used to enslave and ravish his own subjects!”

Sombra was about to object before Inky rose a hand to cut him off with a sly grin. She had an idea as she slowly made her way around the pair. “That may be so.... But given your current...situation, I don't see why you shouldn't join us. Hugs could use your company. And think of it this way; you'd be making sure she's safe and getting to see who Sombra truly is.... Isn't that reasonable," she suggested; now firmly behind Flutters as she wrapped her arms around her pregnant belly and playfully nibbled on her neck.

“E-eep!” Shy's face burned, still sensitive to any touch after all this time, and her plumage flexed.

Pacific follow along as she took to her left side. "Yeah! You're both heavily pregnant. You really shouldn't be going too far; especially from each other. I think you're best bet is to stay with us," she grinned, licking up the side of her ear lobe while Hugs placed a deep smooch on her friend. All Flutter's could do was melt into a kiss while the mares molested her supple flesh.

Sombra watched as his own cheeks flushed at the display. Even though he said he was in no condition, that didn't stop his loins from firing up and making his stallionhood hard. Cozy caught eye of this as a lecherous smirk spread her lips as she 'accidentally' fumbled her footing to let her hand rub at his crotch; causing him to hiss. "Oops! Sorry, I can such a klutz," she said through a not so innocent smile as her hand slowly rubbed in circles. He groaned, not really having the strength to stop her advances.

“I-is this what Sombra puts you through? O-Oh my~.... I-I MEAN! I'll have no part of it,” insisted Fluttershy through her pants. Milk leaked from her inverted nipples and streamed down her top. Her loins burned and her slit moistened as her pussy meat swelled. “I-I only came to retrieve Hugs.... A-ah! A-and to bring some food and water! Spike said you could take all you could carry!” She whimpered, pointing behind the boulder as the overbearing need to relieve herself became more and more prominent.

Using this as an excuse to break away from Cozy Glow, Sombra looked to the burlap sack left behind the boulder which overflowed with fresh fruits, veggies, breads, and a large jug of water nearby. He realized the Dragon Lord must have felt guilty after banishing his group. This showed him that he did care. Pain hung heavy in his heart.

Despite her reservations, Shy was slowly melting between his concubines. No matter how she squirmed or half-heartedly tried to break free, they seemed to know exactly how to touch and tease her.

“Hey, how long do you think it's been since Spike last properly fucked this cow~?" chirped Pacific who squashed Shy's milky tits together. "Surely a while considering the many ladies in his harem!"

"Indeed," whispered Inky whose hot breath fell inside Shy's ear. “So why don't you stop resisting and join us. Think of it as making new friends. You were all about making new friends, weren't you~?”

“Oh, You don't know the half of it! She and I made lots of friends way back, man,” said Hugs; giving her lover one more kiss before she drifted towards Sombra; drawing his attention to the shaking Pegasus. “Ever since getting preggers, Fluttershy's been so sensitive,” she purred to her master. “She gets cranky if she's not laid often. Incredibly needy~! She just loves it when she's the center of attention and pampered. All part of her mommy kink~”

“T-TREE! NOOOOOooo~” Fluttershy exaggerated; her face went from a furnace to nuclear red.

He chuckled. "Oh? Do tell~"

"You see, she's been wanting to have a child before those alien dudes came. Just loves the thought of young feeding off her tiddies and getting her belly full of cream. Not to mention," she whispered this into his ear. "She's a total butt-slut~"

"Heh.... Important details to consider for later."

Hugs giggled before swaying back to Flutters; her breasts squirting out milk whenever Inky and Pacific squeezed or lifted her milk bags. "Relax, babe. Spike's got plenty of company. But I'll only have one you. You don't wanna leave me by myself, do you?"

“N-No.... Mmm, I couldn't! O-oh.... Oh fine!” Shy surrendered, wiping away some tears while trying to catch her breath. “I'll come with you, Tree Hugger. I'm sure our friends will understand...”

“Welcome to the fold. And thank you for the gifts,” greeted Sombra, offering his hand to her. Hesitantly, she shook it before she and Hugs went to collect the food. Inky and Pacific affectionately patted each other on the ass for a job well done. Cozy was left grumbling at being denied, while Somnambula and Diamond Tiara talked with each other; discussing some bitter feelings Diamond's been having lately.

He felt so overwhelmed, never expecting to have this many people with him. In time, he was sure Fluttershy would come to warm up to him. For now though, their main concern was finding a new home. Their only lead was to trust in Somnambula's instincts while she guided them onward.

They fell back into step with him in the lead beside the priestess. Navigating the rocky, uneven terrain of the Badlands, they crossed a couple of miles before they started to come upon the outskirts which led into the endless desert wastes.

What he didn't expect was to see the succubus waiting for them; far more slender than he remembered but no less comely. She smirked exposing little fangs and flicking her tail at his approach as she pressed herself into him. “Master,” she whispered fondly with a cup of his cheek.

“Bellatrix...I am pleased to see you are well.” He drew her closer while she draped herself upon him.

“Oh quite! I'll miss Wallflower and it's a shame Beatrix can't come with us, but my place was always by your side. I was made to serve you andonly you,” she purred; guiding one of his hands to cup one of her plush scarlet buttocks. “I do have a request... Perhaps you can remove this little curse they placed on me?”

“When my strength as returned, I'll do what I can," he promised with a smile. "You've always been so transparent when you want something.... Not that I mind. Though until then, you'll be a beacon that will draw the Eldritch to us. Normally I wouldn't risk it and would simply abandon you, but...I suppose a part of me wants to prove I can change.”

It felt odd to say it aloud. And stranger still, he did cared about the demoness. He'd helped create her. She was partially his responsibility. And she had taken quite a risk to help him and Beatrix in her own twisted way, like a wild animal they'd partially tamed.

She hovered beside him when they set off once more into the vast expanse that appeared to continue forever. The future appeared bleak, yet strangely with his companions close by he felt an unfamiliar twinge of hope, which allowed him to press onwards.

*****

After a moment of silence and prayers to whatever deities might watch over them, Spike signaled to his dragonesses, who sounded the horns. Having collected all the resources which hadn't spoiled they could, the Dragon Lord sucked in a heavy breath, his stomach a raging inferno which he loosed in a crackling blaze that ignited the wrapped up corpses.

The funeral pyre smoked and crackled. With his followers they watched from a cliffside, Twilight and Sunset forming a magic barrier to keep them from inhaling the twisting smoke while the Pleasure Gardens were set ablaze. It was the best sendoff he could think up, weeping sounding from all around him. The dancing fires reflected off his misty eyes.

“Beloved,” sniffled Fleur who was restrained nearby.

Vinyl Scratch stroked Octavia's cheek who was laid out on a blanket. She still hadn't awoken despite all they'd tried.

“Farewell old friends,” said Limestone who saluted the sea of flames below.

“Wouldn't have lasted much longer without Tree Hugger's help,” said Sunset to try and comfort him.

“Yeah, probably not.” Spike forced a smile.

“We'll make it work...somehow,” promised Twilight who took one of his claws.

“I'm with you until the end,” said Shining Armor who looked back at where Beatrix was watching over Cadance and Flurry Heart. Fired gleamed off his white armor. “We've driven off the Eldritch once, so we can do it again, no matter where we're headed.”

“You can always count on the Great and Powerful Trixie too,” she boasted with hands planted on her hips. “Would it be too inappropriate to pop some fireworks? Well, I suppose it's not a celebration, but the mood's a tad too mournful...”

“A song wouldn't do either,” said Autumn Blaze who twirled her curled mane. “But maybe some music?”

Vinyl nodded enthusiastically and went to fetch Tavi's well-preserved double-bass. While it wasn't her instrument she'd seen Tavi play many times, and set the bow to the instrument, doing her best to recreate her meticulous movements. She winced as a scratch sounded, but readjusted and continued, slowly falling into a rhythm which filled the air with a subdued tune, and her head bobbed to the sound.

“Not bad,” said Limestone with a loud clap of her hands. “It's pretty. Kinda reminds me of the yaks!”

After a few moments Octavia's ears started to flick. She writhed and pursed her snout. “U-urk...so amateurish...”

Vinyl's eyes shot wide open. She played more erratically, until her old friend stirred back to awareness, groggily sitting up and blinking. She dropped the instrument, which made Tavi hiss, rushing to catch it before it crashed.

However the DJ choked on a cry and threw her arms around her. “O-Octavia! Octavia,” she rasped out with a high-pitched squeak.

“Vinyl? You spoke,” said dumbfounded Tavi who returned her warm embrace with one arm while she carefully placed aside her stuff.

She looked just as surprised. “I...I did,” she whispered massaging her sore throat. “Cool.” She laughed despite her tears and wiped her face. “Still hurts like a mother, though. But at least we're back together. Shame about what happened to Fancy.”

“Indeed. He shall be missed.” She shot a sympathetic look at his still distraught widow.

Shining Armor furrowed his brow. “But where do we go from here? Nowhere's really safe anymore.”

“Underground again,” suggested Limestone. “I'll help the Diamond Dogs carve us a path! Of course, we'll have to be careful since the Eldritch are probably still tunneling all over the place, but I'm sure my pals will be able to sniff 'em out!”

“Sounds like a plan,” said Spike who honestly didn't have any better ideas. Twilight was still searching out alternatives, and maybe they'd come back to them later, but for now it would have to do. Once the funeral was over, he led his entourage out, following Limestone, her team of miners, and the Diamond Dogs to a spot they indicated in the Badlands.

Fortunately the Eldritch tunnels left behind meant they'd already done most of the work for them. It was quite a relief to him, especially since he hated to move anyone still so badly wounded like Cadance and Flurry. At his request Sunset and Wallflower had went out to search for Fluttershy, only to learn she'd decided to go with Sombra's party, no doubt to look after Tree Hugger. Silently he wished her luck and hoped she wasn't making a terrible mistake, again his heart gnawed with guilt.

Within the hour they made their descent into the fissure. Steam rose around them, the atmosphere twisted by heat waves, while Twilight and Sunset enveloped them in a bubble to keep their fellow ponies comfortable and able to breathe. Limestone assured them they'd be out of this area in less than another hour, and that the caverns would be much cooler beyond.

Clangs sounded when pick axes were taken to stone. Working alongside the miners the Diamond Dogs bored through weak spots Limestone located in the walls. Further and deeper they ventured, and like she promised the air soon cooled.

For a moment Spike feared they might eventually burrow all the way to Tartarus itself. But at this point was it really any worse than the surface? Maybe, if more Eldritch had set up shop there.

However like promised they were sniffing out traces of where they'd recently been, his team taking special care to avoid potential contact with the enemy before they were ready.

*****

Eventually the diggers were so worn out Spike called everyone to stop and rest. It wouldn't do to keep a tired and in some cases wounded party on the move, and besides, by now they'd found a spacious cavern he hoped was relatively safe. Most of his followers broke off to do their own thing, but he kept an eye out in case anybody strayed too far from the group.

Again he considered his recent choices. Were Ember and Smolder right whenever they called him too wishy-washy? He'd feared several of his mares would side with Sombra when their confrontation arrived; but aside from Hugs who obviously wasn't her normal self and Fluttershy who'd left to watch her, they'd all stayed beside him, whatever their private doubts.

“Thank you for taking me in,” said Wallflower who bashfully stared at her feet.

“Don't mention it.” He waved the idea away. “Sorry that your friend didn't decide to stay.”

“She wouldn't really fit in anyhow. She's better off with Sombra. But at least I'm reunited with Sunset now.” They traded a smile. “I hear pegasi are pretty rare now, so maybe I can help scout ahead when needed.”

He nodded. “Sure. Just relax until then.” His eyes trailed to where Shining Armor and his family were gathered. “Hey, Beatrix? Are you busy at the moment? I'd like to talk a while, if that's okay.” He waved her over.

“Uh, sure.” Shooting them an awkward smile, she took her leave and strutted over. “So, what's up?”

“I'm sorry about what happened. With Sombra, I mean. I didn't plan to send him away, whatever I think of him, but his presence was going to cause more problems. Especially since he was spying on everyone and scheming his way to take over.” He met her eyes which had dark circles under them. “You're worried about him, aren't you? Be honest.”

“Maybe a little.” She looked away and kicked a heeled boot. “But I have to look after my family first, don't I?”

“Yeah, I feel the same way. As the Dragon Lord all my subjects are like my family now. Of course there are some I'm much closer to than others,” he admitted with a grin at Twilight and Sunset. “Sometimes I think back and wonder what might have been...” This time his gaze wandered to Rarity who was chatting with Sweetie Belle. “But I know it won't make a difference.”

He'd spent too much of his life on what ifs. What if the races had united earlier? If Celestia and Luna were still around? If Starlight hadn't vanished at the height of the war? If he hadn't lost a close friend like Throax, the changeling being one of the few who'd united with the ponies, and aside from Chrysalis had been slaughtered to the last by the Eldritch?

“I...I'm sorry.” She choked on the words. “I shouldn't have come to this dimension...”

“Whoa now, I'm not blaming anyone. Other than the Eldritch, that is. We're all in the same boat.” He brushed away a tear on her cheek and smiled. “Who knows? Cadance was quite powerful at her height, and from what Twilight tells me, could be many times more so if she practiced advanced magic. To say nothing of Flurry Heart, who supposedly has the highest magic potential ever seen in Equestria! Maybe if they recover, we can set this right once-and-for-all?”

“I want to believe that. I saved Sombra when Fleur stabbed him,” she confessed. “I want to believe I made the right decision.”

“Hey, there's no way that helping someone could be wrong. Even him.” He relaxed his scaly muscles with a heavy breath. “Well, didn't mean to take up your private time. Just wanted to make sure you're okay.”

“I'll be fine,” she assured him with a wry smile. “Oh, and...I knew another Spike in my world. Flurry Heart and I were pretty chummy with him, actually! He started as a dog in the human world, and I'm not sure how much it was due to the potions we fed him or his own subconscious when he crossed over to Equestria, but he became a sort of dog-dragon hybrid?”

“Weird. You lost him, didn't you?” She nodded. “Sorry to hear about that.”

“Oh, and I'm long over it. Of course I'll always care about him, but he didn't spend much time with us after he discovered Equestria's Rarity...” She grinned and wiggled her eyebrows with a nod towards the fashionista.

“Yeah, I could see that.” He scratched the back of his neck with a blush.

“There's more. I don't know the details, but I can see why you'd be hesitant to become a greater dragon. I'd like to say there's an alternative, but it's doubtful I could pull it off without Flurry Heart's help. Ingest the right alchemy concoctions and you'd multiply that power many times over...with the downside that it could destroy you if you push it too far...” She lowered her voice to a muted whisper. “Like what happened to my Spike, who burned himself out to save his loved ones...”

“Well, if you can figure it out, I'm willing to try!” He refused to butcher anyone he loved and eat their heart, even if it meant Equestria might be doomed. It wasn't worth saving if they had to become monsters in the process.

“Thanks. I'll see what I can do. I don't know much about this Flurry.”

Watching her leave Spike knew she was putting on a front. But weren't most of them really, in these desperate times? As the Dragon Lord he wasn't ever supposed to show vulnerability.

It was rather tiresome, really. Screw tradition. He wouldn't make Wallflower couple with anyone if she didn't want to; even if a ruler like him was supposed to make every mare he could his concubine.

And if Ember and Smolder thought that would make him look weak, well he'd deal with whatever that entailed. He needed to remain true to himself.

Chapter 14

Sometimes, there were moments Sombra felt like they were doomed to wander the vast expanse of the desert until certain death. The many anonymous skeletons buried within the scorched sands only fuelled this fear. Still, he tried to maintain faith in Somnambula; hoping her vision outside the present would lead them to new place to call home.

She practically walked in a dream-like state; as if simultaneously in the physical and spiritual world. Almost like he was during his years before his resurrections.

He had yet to bring up what was on her personal agenda. It was obvious she wished to save the world at any cost, but what did she have in mind for him exactly? Was he truly supposed to be a hero like she predicted, or had she taken what she wanted in the form of their child and was just stringing him along? Questions he would ask her when the time was right.

His eyes shifted to the rest of his concubines; seeing their expression vary from exhausted to concern for each other. Whether it be through love, lust or fear, they chose to follow him in hopes of survival.

One suspect he was growing cautious of was Diamond Tiara. She could really abandon them at any moment, and yet she remained loyal with a few hints of dismay. He would have a talk with her about once they were all rested and settled.

At their next pit stop to rest, he'd take the opportunity to look over Bellatrix and study her curse. While his hands traced and felt over her body for examination purposes, he could tell the demoness was enjoying his touch with each shudder and squirm. “I think it can be removed...though at a price. In order to do so, it must immediately be passed onto someone in close proximity. Worse, I think the Eldritch and anyone who's been altered by them is immune. I could inflict it on someone of lesser value and abandon them to die...”

Bellatrix smirked, seated across from him and twisting her tail. “So? Why don't we just do that then?”

“Well for one, there isn't anyone else here beside us and I'm not passing it on among my herd. For another...well...” He looked away, conflicted with his emotions. "Part of me wants to avoid doing things I would have done in the past. I've...grown to like my work with the resistance and wish to play the role of the hero for once. I even liked teaching your sister! And...to have that taken away thanks to Fleur has left me...deeply upset. Like...not even retaking my throne or power seems appealing anymore.... If there was a way I could go back to that, I would..."

“I see.... Maybe it's best I leave then.” The succubus looked away; trying to be as selfless as she could despite how much it contradicted her true nature. Yet her loyalty to him and Beatrix allowed her to struggle against her inner wishes.

“No, you don't need to. It be wrong of me to leave you on your own again...” He cupped her cheek and chin.

“Aren't you unusually sweet today~” She purred with a bat of her eyelashes and a smirk that exposed tiny fangs.

“That's what love is,” broke in Inky who was still massaging her wrapped up wing. “Something you're willing to destroy yourself for. I know I'd risk it all to be with my master,” she murmured walking over and draping herself on him.

He knew she was speaking more about herself than anyone. Inky was fanatically loyal to him, obsessive at worst. Perhaps she'd always wanted to change him to suit her. The stallion he'd once been would have resented that and simply conquered her into submission. But as much as he was hesitant to admit, she had made him a better person.

He knew she'd do almost anything for him, probably let him fuck her to death if he ever wanted it. Her only limit appeared to be Pacific Glow; wanting to make sure everything was okay with her.

Strange as it was, he could understand that sort of self-destructive obsession. He'd delved into the dark arts like they were a drug. Warped and almost shattered his now blackened soul. Become the tyrannical monster he was infamous for being.

Now that he'd finally tried to change the alliance had turned on him. Was it possible to win them back someday? And did he even care to? He tenderly stroked one of Inky's braids, knowing it wouldn't do to simply brood.

“Looks like we have lots of time to kill,” said Tree Hugger who waddled over. “Want to, like, break me in?”

Sombra's eyes slowly trailed over the heavily pregnant hippie. Was it wrong to make her his lover in her current state? But then again, it's not like he could reverse it either, and it's what she clearly wanted. “Why not?” With her uneven grin she plucked off the small leaves that hid her goodies, settling her shapely physique onto his laugh with a lazy chuckle.

Like most times when they made camp he'd already removed his armor and left it in a pile, so it wasn't difficult for her to strip the rest of his scant attire, giving her access to his cock which she stroke until it filled her tightened palm. She traced its veins, around the medial ring, and flicked the twitching and heated flare, his urethra beaded with precum.

“Yummy,” she almost slurred while breathing in his masculine musk and fondling his heavy testicles. “So virile.”

Guiding him into her wet cunt, she moaned low while he sank into her and pushed her open. Fluttershy was hanging back, squirming and rubbing her thighs together while her longtime friend-turned-lover bounced upon his cock.

Hugs sensed the vibes in the air and knew she was being watched. She turned so that Shy could get a better view while he took her, staring at her friend with a sleepy smile and half-lidded eyes to match. Her milky udders slapped and trembled, lactation beading on her nipples and dribbling along her curves. She dared her to join in, her snatch dripping over his dick and balls.

“You could always join in,” suggested Inky with her own sultry look.

“Yep,” added Pacific who was busy stretching. “It's a ton of fun! Master will make you feel so good!” She spread her legs and lowered herself to the ground, doing the splits, the raver keeping herself limber to contortionist levels to improve her dancing.

“Reminds me,” said Hugs between huffs while she watched the raveslut. “Of the nude yoga we used to do, babe. You were almost as good as me at kegels.” She demonstrated by clenching, her pussy massaging his penis like it was sucking him off, milking him in a teasing and loving rhythm. “Best part? I can totally do the same with my asshole.”

“I could always use some more stimulation myself,” noted Primadonna who was rubbing her own entrance with her tail.

“Mmm.” Cozy Glow chewed on her lower lip, unable to look away while he claimed his latest concubine. She'd borrowed some old clothes from Diamond Tiara who sat by her, wearing a skimpy schoolgirl costume which looked more like fetish-wear; and a wet spot flushed across the crotch of her mild pink panties, unable to hide her own untended needs.

“No need to be gentle man,” urged Hugs who bounced her plush but powerful buttocks upon him. “I doubt even you could hurt the Kirin in my belly, so go nuts!” His hands squashed around her hips, slamming her down and impaling her with such force he stabbed his tip through her cervix. She squealed at this unexpected act of dominance, creaming all over his nethers instantly.

She was now winking around him with quiet intensity, begging him to spill his seed in her fertile garden. Not that he needed much encourage, with the way her burning, watery pink canal was noisily sucking on him.

While he groaned and shot himself inside her, she lifted up one of her swollen tits and closed her lips around it, messily drink down her own milk which dribbled down her chin. At this point Fluttershy was whimpering, lubricant running down her inner thighs, her shapeliness searing all over as she bunched up her swaying udders and leaked out her own lactate.

“Don't worry,” said Pacific who landed a loud smack on Shy's rump. “You'll get your turn!”

“I...I don't know,” mumbled Shy whose coy stare nonetheless kept wandering to the shameless coupling.

“It's not like Sombra can put a baby in you right now,” reminded Diamond Tiara. “It's just casual sex.”

“I need an emotional connection,” murmured Shy despite how much her body protested her reluctance.

“You'll come to learn I'm not so bad,” said Sombra who kept himself locked within the panting Hugs. “Not anymore. But I don't want to push anyone anymore. Do as you please. You're free to follow me or leave whenever you wish.”

“I won't abandon Tree Hugger, no matter what.” She firmly planted both hands on her motherly hips. She failed to look away when Inky and Pacific stripped off their scant clothes, and crawled to their master who was still inside Hugs, working as a team to clean his cock and balls. They slurped up a mixture of feminine and masculine excretions, kissing to trade it between them.

“Come closer babe,” said Hugs with a beckoning wave. “Let me make you feel good, like I always do.”

Fluttershy hesitantly strolled over. Her former lover removed herself from Sombra with a wet pop, more cum and pussy juice leaking from her twat, which his closest concubines caught in their open mouths and slurped down. A few droplets missed, rolling down their chins and their tits. The lewd, shameless sight made her lower holes further clench to be filled.

At this point Sombra was once again rock hard. She stared at his stallionhood which twitched with its demand to be buried. Wrapping an arm around Shy's waist, Hugs directed her forward, squeezing a buttery buttcheek while she did so. “We don't have to do this,” he reminded her despite how much he openly hungered as his eyes traced over a full body made to be bred.

“I...I'll do it,” she whispered almost inaudibly. She strained to deny her own lusts, inhaling his powerful scent, and already quite worked up after the performance his lovers was putting on. “Just...be gentle, okay?” She laid back, opening her thighs to him.

“If you're certain.” Once she nodded he slowly pressed his flare to her slimy entrance, her meaty pussy lips almost painfully swollen. Gradually he pushed into her, and she easily took him with a whimpering moan, her toes curling and her eyes closing. He knew her type. She wanted to be conquered, dominated, but also enjoyed topping from the bottom, manipulating her lovers.

At first she'd let them think they were in charge, driving into her with repeated thrusts. But when he started to pick up speed, she wrapped her wingspan and limbs around him, drawing him closer and deeper while their snouts met. His palms clasped her veiny udders, milking them, licking up the sweetness that beaded her pepperoni nipples and trailed down their smoothness.

“Oh yeah,” said Hugs who knelt beside them with a grin. “Breed her harder.” She helped molest Shy's ample form, her eyes glazed and the color partially lost from her hair and coat, making her move in a more lethargic manner than ever. Yet despite that she hadn't seemed to have lost any of her natural earth pony might; if anything, she somehow seemed stronger than ever.

“You can go a little rougher. Um, if you want.” Shy bashfully turned her head aside with a deepening blush.

Needing no further encouragement, he slammed into her, smashing her wobbly ass into the ground with each thrust. She whinnied and whined, her snatch leaking down her puckered pink asshole, which Hugs darted her tongue into. Instantly the pegasus squealed and quickly came on her face and his crotch when she started to eagerly probe it.

“Told you. Total butt-slut,” said Hugs with a chuckle while she licked up her runny juices across her soaked face and hair.

Her tunnel was sucking on him, without quite the force of his lovers but with her own delicate touch, until he too was quickly pushed over the edge. Burying himself completely in his latest conquest, he fired himself into her, until she was so overcome by it all she nearly slipped unconscious. He too slackened atop her, spent after his latest session with his harem.

It was a good thing too as his midsection stung like he'd partially reopened his internal wound. He winced and withdrew from her gaped, gooey birth canal, Inky and Pacific rushing to catch him while he settled back.

"You should not push yourself too much," warned Somnambula who hovered by the camp's edge. “We have many miles of traveling left, and the last we need is you injuring yourself more...”

“Gah! I'm fine really. Nothing serious,” he complained with a grunt. “It appears even with her untapped potential to the Necronomicon partially unlocked, my apprentice wasn't able to fully heal my wound."

“Regardless, it was quite a show,” beamed Cozy Glow, sporting a grin. “I could get use to that kind of treatment... guh!" She winched as her body was still sore and after testing her battered wings, she was not able to lift herself off the ground. They were still healing from having nearly all the feathers plucked clean. “Gosh darnit! I'll be grounded for weeks!”

“Surely you prefer being flightless to being an egg depository,” reminded Sombra who carefully examined her.

“Well, duh. Anything's better than that...and speaking of~” Cozy clutched her hands before her, head tilted to one side with an innocent bat of her lashes. “You know I'll do anything to help you as I can. I might be small, but I can handle big responsibilities~” She teased, tracing his bare chest with a fingernail.

He sighed; grabbed her wrist to cease her flirting. Not hard enough to hurt her, but simply to show he wasn't going to play her games; especially if she planned to back-stab them. “When I need you, I'll let you know...” He insisted, his bright red eyes gazing into her amber orbs.

She was certainly a catch, what with her blouse, miniskirt, and stockings that ended in heels clinging to her subdued curves. Her freckled face beamed; daring him to take her whenever he wished.

He let her go before moving up front in preparation to move. Grumbling, she folded her arms to her chest and went to collect her belongings. It wasn't that he didn't want to break in the Pegasus, she was clearly asking for it. But if he wanted to convince people that he was one of them, he couldn't give in to his cruel and malicious tendencies. And even then, he wanted to tend to the other members of his harem first.

It had been a long while since he claimed Diamond Tiara and it felt like ages since he and Inky properly laid with each other. Hell, Belladonna and he hadn't had much intimacy that wasn't by force.

He wanted everyone to feel welcomed and needed by him, so he could only hope the little con artist didn't try anything before hand. If he could overcome the worst aspects of his nature, maybe she could too.

*****

Beatrix Belladonna sat with her sister's head in her lap. She stroked the curled tips of her mane, kissing her temple. The procession had halted again to rest for the night, and when she wasn't busy spending time with her family she'd experiment a little with her potions. Unfortunately with the lack of resources any advanced alchemy was almost impossible.

Sensing her quiet frustration, Twilight and Sunset had been kind enough to donate some of their own materials. Sometimes her mother would also joined in, but she didn't have nearly enough experience in this field, let-alone patience to keep up with her. Instead Trixie eventually sauntered away in boredom after she kissed her cheek, then returned to where Shining Armor was looking after Cadance. She'd started to stabilize, but the Princess of Love also still seemed to be in her own little world.

In her short time with Sombra she'd increased her proficiency quite a bit. The temptation to multiply her innate abilities with the dark arts was always there; all she needed do was ask the entities in her clothes for help. Yet memories of the abomination she'd temporarily become stilled that desire. Better to remain stagnant than risk becoming what the Eldritch obsessed over.

Shining turned to her. “You know how I feel about Sombra, but it's okay to be worried about him.” He smiled sympathetically at her. “Love's a strange thing, or so the expert on it tells me.” He brushed Cadance's mane where she was snuggled up in blankets to sleep. “It doesn't always make sense. I mean, I always wondered what you're lovely mother saw in a dork like me!”

“You're our dork,” reminded Trixie who poked his snout tip. “Strong, handsome, if not too bright...”

“Smart enough to choose two of the best mares in Equestria,” he teased back. “Plus I-”

“F-father...” Flurry Heart twitched and stirred.

“Pumpkin...?” Everyone turned to her. “I'm here! How do you feel?”

“Awful,” she whispered straining to focus with tired eyes. “All I remember is...is...”

“Don't think about it,”said Beatrix who brushed away her half-sister's tears. “Nice to meet you. I'm Beatrix Belladonna.”

Flurry stared up at her. “You look like-”

“She's our little hellspawn,” said Trixie with a smirk while she wrapped an arm around her lover's broad shoulders. “It's hard to explain, I'll let her handle the details later.” She hand-waved it away. “Anyhow, make yourself at home!”

“I hope mother will be okay.” Flurry swayed when she sat up, rubbing her pounding head. “Chrysalis really hurt her bad!”

“We'll do everything we can to help her,” assured Beatrix. She was so sensitive, just like the half-sister she knew, no doubt from her mother's side. “Just rest and let us handle everything. We're safe here.” She smiled down on her.

“I...I want to help, if I can. Mommy and daddy always said it's the right thing to do!”

“Hmmm....you're not familiar with alchemy by any chance, are you?”

“I am. Quite skilled actually,” replied Flurry who beamed with obvious pride.

“Good! I mean, I'm pretty talented myself, so maybe you'd like to mix some potions with me, whenever you're up to it?” Sure, she wasn't quite the Flurry she knew, but surely the pair of them could get up to some mischief here? She missed those older, simpler times, and was convinced if they could whip up the right formula it would allow Spike to finally turn the tide.

“I'd like that,” admitted Flurry sleepily with a low yawn. “So tired. Need to rest.”

“She's adorable,” said Belladonna who watched her drift to sleep in her lap. “She doesn't seem too different from the sister I know. Of course, I can't make much of a judgment when we've hardly even met!”

“Cadance always said I spoil her too much,” admitted Shining. “But she was my only little girl until I met you!”

“Being a parent is certainly new to me,” said Trixie who absentmindedly shuffled a deck of tarot cards. “I'll level with you. Sometimes, I...I wonder if I'm even capable of being a good mother. Patience doesn't come naturally to me.”

“You were a wonderful mom,” said Beatrix. “Okay, I'll admit you had a bit of a skewed moral compass, or so my daddy always told me, but you taught me most of what I know! Magic, street smarts, sleight-of-hand...all I needed to survive!”

Trixie almost fumbled the deck. “Is...is that enough?”

“Oh, I certainly think so. We were so in sync we could copy our movements, like a well-choreographed dance! We'd perform on stage and even weave spells together on the battlefield!” Belladonna's eyes twinkled at the memories. “We were part of daddy's army, and Flurry, too! We saved a lot of lives, did everything we could to stop the Necronomicon's corruption!”

“Trixie's little hellspawn has a way with words,” she noted with a laugh as her usual cockiness returned.

“I'm sure she gets that from you too,” teased Shining some more with a grin. “It's a shame Luna's not around anymore.. I bet if she could travel into Cadance's and Flurry's dreams, she'd probably be able to help them heal much faster.”

“Hey mom,” said Belladonna who decided it best to change the subject. “Did you have anyone else? Before, you know-”

“Kind of. It gets lonely on the road,” admitted Trixie. “Sometimes Glim-Glam and I, well, you get the picture!”

“I see.” She toyed with her Prima Materia, sorry she'd awakened old wounds. She'd befriended Starlight in her home dimension, who'd aided her when she'd went to explore the innermost layers of the Necronomicon.

“Well you're with us now,” promised Shining who wrapped his arms about them and drew them close.

“But for how long,” whispered Trixie to herself as she looked pensively at Cadance. “I can't compete with that!”

Quietly the family reflected on better times. Yet from the moment Beatrix had been born, she'd been thrust into a devastated world, and had been fighting a war before she'd even reached double digits in age. While the Necronomicon had all but destroyed her Equestria, it had also influenced her before she was even birthed, paradoxically the best and worst thing that had ever happened to her. It shaped her into what she was. Continued to haunt her through the Eldritch to this day.

She considered if Sombra and Bellatrix were having similar thoughts, wherever they were now. The grimoire had united their fates.

It was impossible to escape it now. Especially after a stunt to save her teacher had allowed the darkness to contaminate her. She returned to dabbling in alchemy, laying out fresh ingredients such as crushed flowers, heart heavy with concern.

*****

“We'll have to move on soon,” reminded Spike who stood within the makeshift lab Twilight and Sunset had hastily set up. Instruments were meticulously set out in the small cove, the batch of changeling eggs kept in a globe-like transparent container they routinely reinforced with enchantments in case they happened to spontaneously hatch. “You sure about-”

“Don't worry. We're careful,” promised Sunset. “I don't want to abort them before they're born, but...” She pressed a palm on the glass. “The Eldritch infused them with black magic. I don't think the changelings inside could've been saved. They were tainted and damned before they even had a chance to be born,” she whispered blinking back quiet tears.

“They're complete monsters. Our enemies, I mean. But we already knew that,” noted Twilight. “I'd hoped this would give us some insight into how to beat them, but no luck so far. Guess I have no choice but to study it some more!”

She sounded almost happy about that. With everything else going on she rarely had a chance to study much anymore.

Spike however was consumed with his own worrisome thoughts. Like if the Eldritch captured his impregnated lovers, and twisted their offspring into monstrosities. Taking his leave, he left for another section, where Smolder was currently on guard duty. She nodded to him, further in Fleur still chained down and seated with her hair a wild mess.

“What do you intend to do with me?”

“I don't know,” he admitted hoping that she'd eventually cool down and everyone would feel she'd been sufficiently punished.

“You're lucky,” called Smolder. “Lots of older Dragon Lords would've forced themselves on you!”

Fleur stewed and seethed. “Without my beloved I have nothing. No matter how many Eldritch I butcher he won't come back.” Her eyes were pink from crying. “You want me as your lover? Take me, then. I hardly care anymore.”

“I don't operate like that,” assured Spike who had to admit her loveliness was beyond compare. In fact she reminded him a little of his first crush on Rarity. Ember and Smolder took turns looking after her, making certain she was fed, watered, and that she had regular trips to the bathroom, which only added to her humiliation. Yet if he exiled her, she'd die for certain on her own.

“Punish me before the camp then. Make me one of your mares,” she dared him. “Wouldn't that be sufficient punishment?”

“It probably would,” he admitted turning aside and tightening his grasp on the Bloodstone Scepter. “I'll think it over.” It was obvious how much she coveted her freedom. But could he do something so barbarous, even if she wished it?

He continued to make the rounds about the encampment. Octavia was busy teaching Vinyl Scratch how to properly play her double-bass, the latter still adjusting as she struggled to form words sometimes. Autumn Blaze listened attentively, and would often sing along. Rarity and Sweetie Belle were crafting more runes on the armaments that Ember and Smolder had forged.

“Team's almost ready,” said Limestone who stretched her well-toned frame.

“Good. Not sure everyone can take much more of this.” His eyes wandered to a number of tired mares. Between the invasion of the Eldritch and the burning of the dying Pleasure Gardens, morale was lower than ever. Again he was reminded if he was willing to sacrifice a loved one and become a greater dragon he could win them back in an instant; such raw power would be impossible to ignore.

But he banished such thoughts, hopeful that Beatrix might one day be able to brew the potion she spoke about to empower him.

However she'd also only managed such a feat with the aid of another version of Flurry Heart...

*****

“We've arrived,” noted Somnambula who halted. “However, it will take time to raise our new home. And the downside is, while it may serve as our fortress, it will doubtless draw the attention of the Eldritch. We can but hope most of their forces will be preoccupied with Spike's alliance, else this could spell disaster for us all. I must be left in peace. Please make camp elsewhere.”

She started to shimmy out of her already transparent costume, in order to better attune herself with the spiritual world. Pretty soon she stood naked save for the ankh, rubbing scented oils into her supple flesh until it shined all over.

'Thank you... We'd be lost without you here," said Sombra; gently squeezing her shoulder while resting his head onto hers. She looked back at him with a smile and half-lidded eyes.

"And it is only because you are with me that fortune smiles upon us all.... Rest now, love. You'll need your strength to keep this place safe," she whispered kissing him on the cheek before sending him back to the others; leaving her alone to stare off into the dunes with raw determination, clasping her fist around the ankh. She started to chant a prayer in a lilting, musical tone, one which made them all stop and listen, her words so ancient even he struggled to understand most of them.

His attention turned to Bellatrix Primadonna, who sat by herself while gazing over her shoulder to him. Laying hands upon her, she bared her soul to him much as Beatrix had, trusting that he'd not take advantage. Not that she tended to mind however he treated her as she still felt compelled to serve him.

Nevertheless tonight he was all business, delving into the she-devil's soul; taking note of the curse and what methods could truly dispel it. It wasn't like he could do much else about it really; in truth it was mostly an excuse to stay busy and keep in practice.

He wondered how Spike's alliance fared now, and if Beatrix would keep on top of her own studies since they parted ways.

Inky and Pacific were close by, while Fluttershy and Tree Hugger cuddled up, quickly starting to doze off upon the blankets they laid out. Thankfully the wind had stilled here and left them in peace. Stars glittered in a sky eternally trapped somewhere between day and night. Lastly he spotted Cozy Glow and Diamond Tiara seated away from his other lovers.

A soft sob escaped Cozy who was curled up on her blanket, half-mangled wings drawn close to her. She'd combed and styled her ringlets best she could, freckled cheeks wet as she kept trying to wipe her face.

“What's the matter?” Diamond Tiara asked, scooting closer to her. “Are you really sad or are you pulling up a front?”

“N-No games...” Cozy rubbed her eyes and failed to hide a sniffle. “Just tired, I guess.”

Sombra pursed his snout with bemusement. “You miss Tirek, don't you?”

“Maybe a little," admitted Cozy who bowed her head. “He and Chrysalis were the closest things I had to, well, friends.” She spoke the word with all the contempt she could muster, narrowing her eyes. “But then she screwed us over! With Tirek, I thought we were just using each other until we gained back power. Never thought I'd actually miss him...or that it would hurt so damn much...”

“That's normal,” replied Tiara. “Used to think I didn't really need friends either. The only one I had back then was Silver Spoon; and even then, I treated her like crap half the time. I got better, thankfully! Though it wasn't without the help of Apple Bloom, Scootaloo, Babs Seed...all of them lost to the Eldritch. The only one I have left was Sweetie Belle, but we've grown pretty distant. Maybe...I should have tried harder to stay close to her instead of giving into darker influences... No offense,” she said sheepishly to Sombra, who shook his head.

“Might not be too late,” said Cozy who rubbed her misty eyes. “Who knows? Spike would likely let you come back.”

Tiara shook her head. “He's a softy, sure, but even if I accepted, I wouldn't really fit in with them. My skills are pretty useless now that civilization's collapsed! It's for the best I remain here, where I won't be judged for my actions.... Tell you what though. Why don't you and I become friends. Would that be something you want?” She wrapped an arm around the pegasus.

Cozy thought it over for a moment, as if really considering before she got herself nice and close to Tiara; accepting her embrace. “I don't see why not! We could be close! But not, too close, y'know. I still got a reputation to uphold!”

“You and me both, sister,” snickered Tiara as they shared a sly chuckle before her attention fell back to the dark unicorn. “Truth is, Sombra, I'm really not too sure why I chose you over Spike. Just seemed right, somehow. Probably because we both used to being 'bad guys'. But I want you to know I don't regret my choice. I'd be proud to be with you...and have your kid when the time comes...” She said, blushing a bit while her hand fell to her tummy.

He swallowed a laugh, wrapping an arm around the both of them in a close hug. "I think it's ridiculous of you to compare us. What we've done is history. Let's help each other find a better future."

Truth be told, he was relieved to see her bonding a little more with the others. And that Cozy Glow was starting to fit in too; even if that made him more wary as it could all be a part of her latest schemes. Still, if he wanted another chance he'd have to give her the benefit of the doubt, too.

As a few people slowly drifted to sleep, Sombra was up looking up to the skies. He felt something lean onto him which broke his trance.

“I wish I could be more useful to you,” confessed Inky; wrapping her good wing around him.

“What are you talking about? You've been keeping me on my current path every step of the way,” he exclaimed, pulling her closer to face him as their snouts touched lightly against one another.

It still felt strange to show such open affection, something he hadn't done since he'd first fallen in love during his youth; before he'd betrayed that mare in his pursue of power. It was the first time he'd felt a real twinge of guilt, one he'd tried his best to banish from his soul. But now it was resurfacing; Inky reminding him of a more vulnerable time and how he now had things outside himself to possibly lose.

“Me too. But all I really know how to do is dance!” Pacific sucked on the pacifier she wore around her neck, which she'd used to relentlessly chew on while high at her latest rave party, until she'd met Inky who'd gradually helped her kick a drug habit.

They'd been friends ever since, practically sisters, as her brain was so fried she'd struggled to make it on her own, and constantly relied on Inky's support.

“Make no mistake; you are all important to me,” he stated, caressing one of her twin tails. “By the time this war is over, our children together will know nothing but safety, compassion and kindness.”

“Ahh! So romantic!” Pacific rubbed her cheek into his palm with a series of high-pitched giggles. “Shame that Fluttershy and Tree Hugger are already knocked up. But hey, that shouldn't stop you from really knocking them full afterwards. And Cozy, too!"

“Well, they will have to all wait until I've given at least a dozen of your children,” proclaimed Inky with a huff while clutching at his hand. “I just...really hope this war ends soon...if it ever ends...” She stared into the wastelands past Bellatrix; observing them while grinning smugly. No matter what happened in the end, she would have Sombra with her at all times.

“It will end. No matter what must be done to achieve that. This, I swear.” He clasped a fist to his chest.

While he made this proclamation, his gaze wandered to Somnambula, the priestess in that state akin to sleepwalking; like she was possessed while supposedly communing with the spirits.

But whatever her intentions he knew better than to cast doubt on her strange beliefs which had always borne fruit. She'd warned him it could be days before her vigil was completed.

Until then they were to keep watch in case the Eldritch crossed their path. While Beatrix had done a good job patching his wound, there was still some internal damage she hadn't been able to fix, which Somnambula assured him would heal over time.

He'd have to be patient and recover his strength. If he needed to call upon too much of the darkness within him soon it would likely destroy him; and unfortunately despite their other talents, few who'd chosen to follow him were worth much in a fight.

It was his duty to protect them. Much like he was supposed to protect the Crystal Empire, before the dark arts played upon his pride and corrupted him, turning him back to the cruel dictator he had come to despise. All he could do was continue onward.

*****

Deep below the ocean depths lurked the most massive Eldritch compound that still remained. A city-like fortress carved from the bones of undersea creatures, it was unreachable by most creatures; but the remaining sirens were telepathically summoned and forced to swim into the murky depths, lest they too meet the fate of their eldest sister.

Aria took Sonata's hand, their tails swishing while they dove through water pressure that would have permanently harmed lesser creatures.

They shuddered at the sight of the pulsating lair, entombed halfway into the ocean floor in the midst of the ocean, surrounded by seaweed which churned under the waves.

Blood pumped through its calcified surface, mouth-like openings sucking in the sea life foolish enough to wander too close, pulping them into raw material to help power their dwindling reserves.

The largest maw of all opened like a shell, a whirlpool-styled vortex sucking them in. They funneled down the tubes, for what felt like miles, nearly losing their lunch in the process, before they were deposited with a flop of their fishy tails onto a lab floor.

“Ugh,” moaned Aria as seawater dripped from their naked forms. She tried to sit up on her mermaid half, studying the rows of tubes and jars where corpses or preserved portions of such were kept for study and experimentation.

“A-are they going to kill us?” Sonata trembled, barely able to whisper while her eyes adjusted to the crimson hues around them.

“I dunno.” Aria doubted it if they'd been summoned all the way here. Far easier to just pop their heads like poor Adagio. “No use trying to hide, I guess. They can read our minds anyhow. I should've tried harder to talk Adagio out of making a deal with the Eldritch, but it's too late now. But I promise, whatever happens, Sonata, I'll do what I can to protect you.”

“You've been unusually nice lately,” said Sonata who sat up beside her. “You feeling okay?”

“Hey, we're all we have left. We shouldn't have come here. All we wanted was to go home, see the ocean again, but now we've lost something we can never get back.” Adagio's last moments kept playing in Aria's head, shaking her to the core. How long before they screwed up too bad or were no longer useful, and they suffered a similar fate or worse? But there was no turning back now. They watched some of the scientists approach, twisted fusion of mangled flesh, bone, and metal flecked in dry blood.

A constant low hum and subtle vibrations permeated an area otherwise cloaked in eerie silence. The creatures often moved in a ghost-like fashion, appearing to hover when they walked, almost like their very existence bent the basic rules of reality.

A collective of them converged on the Dazzlings and lifted them up. “H-hey,” said Aria.

“Please don't hurt us,” begged Sonata who was on the verge of hysterical tears while they were placed upon tables and strapped down by their wrists, midsections, and the bottom portion of their tails. “We-we can still be useful, I promise!”

“Don't think they care,” said Aria who slackened, feeling defeated. “Is this how it's going to end? How stupid. To come this far all for nothing.” She bitterly shook her head with gritted teeth, wanting to rage but knowing it was useless.

“I-I don't want to die!” Sonata wiggled in her taut binds, her nose running as she bawled. A gurney was laid out covered in various instruments which glinted under the hellish lights. One of the Eldritch prepared a scalpel, and she screamed, emptying her bladder at the realization they were about to be operated on again, this time without any anesthetic.

“And I thought we were monsters,” hissed Aria who tensed up. “Sonata, I'm sorry! I...I love you!”

“M-me too,” mumbled Sonata who heaved. “You think this is like karma or something?!”

Before she could answer a voice said, “Don't fight it. They only want to make some overdo adjustments.” They tried to turn and see where the familiar voice came from. “The Eldritch, as you call them, realize that terminating Adagio was rather hasty when she could have still been useful. Granted neither can they afford to lose Bellatrix, not after what they sacrificed to resurrect her, and that she might lead their messiah to them. Soon, you'll be better than ever! Just. Like. Me.” She laughed to herself.

The pair gasped when the unicorn walked between their tables. “You?! But I thought-”

“That I vanished at the war's climax? True. I was captured by the Eldritch. They realized I was far too valuable to simply kill, but nor was it easy to convert me! No, it took a long time...” She rubbed the metal plate on her scalp where it had partially been shaved. “They've been inside my head for years, whispering to me, never letting me have a moment's rest...”

These days Starlight Glimmer struggled to remember who she'd been. Certainly the memories were all still there, but they felt like they belonged to someone else, that she was a mere shadow of what she'd once been. The Eldritch told her tales about how in Beatrix's dimension she'd resisted the Necronomicon's possession through sheer will, had nearly mastered it, but the story may as well have been nonsense to her. All she could think about was her former friends and her severed connection to them, her black leather dress sweeping behind wherever she tread.

Now she was simply their tool. A mouthpiece to further their machinations. She watched the Dazzlings squirm and scream, blood gushing out of freshly opened wounds and trickling onto the floor, while more cybernetics were meticulously woven into them by a team of Eldritch scientists and engineers. It was quite possible their identities would be stripped from them completely by the time they were fully converted.

Tears ran down her cheeks, but she no longer really felt them, disconnected after years of careful conditioning as they tried to make her like them. Her sole comfort was that once the Eldritch won, perhaps she and Trixie could be together forever...

Chapter 15

“Well here we are. Might not look like a prize,” noted Limestone in her gruff voice. “But it's well fortified!” She stood ahead of her fellow miners and waved into a dank, moss-ridden cave. Glowing eyes peered out from the shadows, and the pack of Diamond Dogs stalked forward. Suddenly crystals embedded all over the caverns illuminated the area in a prismatic display.

More of their kin were waiting, whining and howling with flicks of their ears and wags of their tails. A few hundred were surviving down here, feeding off plants, bugs, and whatever else they could scavenge. “You've all done so much for us,” continued the Pie sister. “And without askin' for anything in return! Sorry we dragged you all into our war.”

“It's everyone in Equestria's war,” reminded Spike who smiled at them in appreciation. “Because if we don't beat the Eldritch, eventually no place'll be safe!” Sadly he was reminded how many of them had already sacrificed themselves for the cause, when it would have been easier to continue hiding out here in the vain hope this would all eventually blow over.

“Such a lovely place,” said Rarity who's eyes sparkled when she studied the odd geometrical patterns. “Oftentimes, it's easy to forget places of beauty still exist in Equestria.” She basked in a soft warmth radiating off one of the shimmery rocks.

“Very pretty indeed!” Sweetie Belle caressed one jutting out of stone.

“Well settle in,” said Limestone who rested a hand on her hip. “Because this is our new home!”

Slowly the Dragon Lord's followers split from him to look around. The spacious caves even had a stream running through them, and pretty soon several of the mares were taking a dip, giggling and splashing while they played. Grinning with a flash of his sharp teeth, Spike rolled the Bloodstone Scepter between his claws while his entourage strolled with him.

“You decided what to do with Fleur yet,” asked Smolder in her usual blunt manner.

“You should give her what she wants,” said Ember. “Get it over with, so we won't have to watch over her all the time.”

“I am worried about her,” said Sunset. “Last time I touched her, I sensed she was on the verge of collapse. Like if we don't keep guards on her all the time she might turn...suicidal. I felt that way, sometimes, after all the mistakes I made.”

Twilight gripped her shoulders. “We'll just have to show her she's not alone! That people still care about her!”

“I think she wants to be punished,” said Wallflower. “She can't blame Sombra or the Eldritch alone for what happened to Fancy Pants. No, she's turned her griefs inwards. Her pride's so wounded she thinks she's failed as a soldier.”

“That's ridiculous!” Yet Spike had similar feelings every time something went wrong. He'd tried to accept he couldn't control everything, that whatever his responsibilities towards the alliance he'd always done his best, but it didn't make the hard choices any easier. “What she's asking of me.... I mean, sure, she's attractive, but-”

“I've already prepared the stocks,” said Smolder. “Any time you're ready!”

“We'll soften her up for you,” said Ember. “Then you can move in and tame her!”

“Guess I don't have much choice, huh?” Sure he could put his foot down, but he needed to pick-and-choose his battles carefully lest he lost more face; and it was what Fleur apparently wanted, after all. She wouldn't be satisfied until she felt sufficiently punished. He only hoped that after it was done she wouldn't be messed up even worse! “Get her ready, then.”

He watched the dragonesses leave, and again, he was tempted to simply break the scepter and be done with such brutish traditions. Turning to Twilight, she smiled sympathetically at him, pressing close and laying a cheek on his bare chest. In turn his wingspan folded around her, knowing he could always count on her above everyone. He ran his nails through her locks, and she cooed in appreciation, resting her palms upon his scaly pecks and pressing her head to listen to his heart.

*****

On the third night of Somnambula's trance, a localized storm touched down in the desert. However this one didn't touch the camp nearby, but instead swirled around the priestess, who continued to dance naked and chant. She'd started slow but over time worked herself into a frenzy, refusing to rest even if it killed her until the task she'd set out to accomplish was completed. Curtains of sand whipped up and swirled about her, her turquoise bobcut waving about while she channeled the spirits.

The ground started to rumble. Rippling cracks spread across the earth, throwing up rocks as the tip of the pyramid peeked out, Her former home, long buried under the dunes, now arose with the aid of the spirits she called upon for help. Pretty soon it towered before her, the ancient fortress well-preserved, like it patiently awaited a new owner to claim it.

“Wow...” Diamond Tiara stared breathless as the structure settled into place. Cozy Glow took to the air, fluttering her aching wings which could barely support her, while a shivering Pacific Glow clung to Inky Rose for support.

“Far out,” mumbled Tree Hugger who stretched and yawned wide. She squeezed Fluttershy who clung to her.

Eventually the vibrations stopped. Somnambula swayed one last time, then collapsed, caught by Sombra who rushed and held her in his arms. “You did well.” He kissed her forehead. “No...you were magnificent.”

“You flatter me,” she replied sleepily with a subdued bat of her lashes. “But now...I must rest.” She closed her eyes.

Bellatrix Primadonna flapped near him. “Is she dead...?”

“No, however she could be out for quite some time.” He lifted the priestess up and pressed her to him. Discovering the entrance was already open as if welcoming them, he waved his head at his followers, who trailed in after him. They wandered into the darkness, only for torches upon sconces to light up where they passed with emerald flames that weaved in the gloom.

A form of magic lost to Equestria powered the pyramid. The entryway slammed closed behind them. To their surprise the interior was quite comfy; cool and roomy, decorated with priceless items that belonged to long-dead royalty.

“Whoa,” said Tiara who lowered her voice when it echoed through the chambers. “This is amazing.”

Sombra placed Somnambula comfortably in a bed, which was mysteriously clean and prepared. Perhaps this too was the influence of the spirits watching over the pyramid; he pondered if these ghosts were the former royalty. He wasn't how safe they truly were here, no matter how fortified with enchantments it supposedly was, but at least he hoped it could keep the Eldritch at bay for sometime if they chose to lay siege. Until then he decided it was best if they simply rested for the time being.

Inky Rose brushed his cheek. “Shall we check out the throne room?”

“We shall. Tree Hugger, you're in charge while I'm away.” She seemed like the safest choice with Somnambula out and Inky away; he couldn't trust Cozy or Shy too much yet, Bellatrix was too capricious, and Pacific wasn't the brightest.

“Righteous!” She flashed him a peace sign with a lazy smirk.

The duo headed up the stairs, Inky taking his hand and guiding it to her lower back. She smiled wryly with narrowed eyes, and his hand slid lower, over the curve of buttocks barely concealed by thin black silk that hugged them. It was obvious how much his favorite consort missed him, and he in turn was unable to keep his hands off her, another hand manipulating one of her breasts and pinching her nipple. She moaned low, leaning into him and wrapping her one good wing around her master.

After a long walk down the corridors they came upon the throne room. Reminded of his long rule over the Crystal Empire, he took his seat and his would-be Queen settled in her own seat, her hand still locked with him. He was content to simply rest here, taking in the stylized murals on display, but Inky stood and slithered out of her clothes, intending to celebrate in her own way.

“Sorry I haven't been able to give you the proper attention you deserve,” he said studying her.

“I understand. You've been under a terrible amount of stress. Allow me to take the edge off,” she replied removing his clothes and casting them aside. Sinking to her knees, she stared up at him while she took him into her mouth.

Noisily she slurped at his flare, which stiffened to fill her mouth. He ran his fingers through the hair on her scalp, content to simply let her do most of the work. She took him to the base with low, sensual strokes, determined to fully please him.

From the corner of his eye he spotted a pair of mares spying on them. “Come on out,” he commanded. Diamond Tiara sheepishly came around the entrance's corner, and pulled Cozy Glow by the wrist with her. “Since you two seem so eager to watch, why don't you join us? I think it's about time a formally welcomed Cozy into the fold.”

“It was her idea,” said Tiara who smiled devilishly. “Can I punish her?”

“Now wait a moment-” But Cozy's protests were cut off when he nodded, and Tiara suddenly pulled her down while she sat, bending the pegasus over her lap. “H-hey,” she cried with a fierce blush when her pleated skirt was flipped up, exposing her lacy panties which were quickly yanked down to expose her freckled, plush rump. “I'm not a school filly anymore!”

“Oh yeah? Then don't act like such a brat,” cried Tiara who landed a powerful swat on a buttock. Cozy yelped and wiggled her wings, kicking her feet while handprint-marked flesh wobbled, but her captor didn't let up. Repeatedly she swatted Cozy's soon blushing buttocks, making her yelp and squeal and squirm as her freckly face burned all over.

He enjoyed the show while Inky continued to blow him, her tongue tracing around his medial ring. With one hand she massaged his testicles, rolling the sack upon her palm, while her other hand reached between her parted legs and stroked her clit.

“Just need to soften her up for you,” yelled Tiara while she continually beat Cozy's bouncy asscheeks like a drum. “Tenderize that meat before you stick your dick in it!” Loud whacks sounded, the raw rump now nice and red all over.

“Ouch! Okay, okay!” Cozy blinked away a few small tears. “You made your point, and now I'm ready!” She rose and rubbed her bottom with both hands, only to whine when Tiara landed another slap on her ass to send her forward.

Inky slid off his dick, spit trailing from her mouth to his dick. With a bashful look Cozy settled into his lap with a small flutter, and his hands encircled her sore cushions, guiding her down onto hm with a grin. She cupped her hands around his cheeks, unable to restrain her own sly grimace, wincing when he pushed by far the largest cock she'd ever taken into her.

“I've been with a few stallions,” she admitted. “Most of them are easy to manipulate when a moist hole's involved! Tirek wasn't like that, though; he wasn't interested in me like that. He just wanted to be my friend! I thought the old centaur was crazy, but...it did feel good, hanging around with him and Chryssy until she betrayed us!” Adjusting to his girth, she started to bounce atop him, her smaller but well-rounded breasts dotted with freckles slapping upon his bared chest with each thrust.

“I want in,” said Tiara who practically ripped off her clothes then skipped over. However she whined in disappointment when Inky was already busy licking at his wetted stallionhood and Cozy's puckered asshole with relish. “C'mon, what about me?!”

Enveloping Diamond Tiara in an aura, he lifted her up and she squeaked, bending her over and spreading her legs as he deposited her before his face. She whinnied in shameless appreciation when he started to spread her warm holes, using his tongue to hungrily explore them. “Ah...oh yeah. That feels amazing,” she admitted as he cleaned her out.

“Prove your loyalty to my cause,” demanded Sombra to Cozy between licks. “Bear my foal!”

“Y-yes! Give me your seed! Plant it deep in me!” He wasn't certain whether she'd lost control or was simply trying to manipulate him, but he saw no reason to deny her. Slamming her down with sheer brutality, she grimaced when he buried his flare past her cervix and poked the back of her womb, depositing his foalbatter directly into her slippery chambers.

Helped by Inky who was circling her clenched asshole, Cozy creamed upon him; and with a tweak of Tiara's clitoris she quickly followed, emptying herself around and into his muzzle. Unwilling to leave his favorite consort unsatisfied, especially after she'd been so patient, he drew his still erect rod out of Cozy, his aura setting her and Tiara aside while he drew Rose to him.

She clung to him when he pressed into Inky, wrapping around him with her limbs and flapping her one good wing. Their snouts mashed while he took her, and she blissfully met his gaze, thankful to have his company again after so much time apart.

“I love you my master,” she said. “I'm yours, now and forever.”

“You've helped make all this possible,” he replied between grunts. “More than anyone who's served me.”

“Take me...however you wish,” she wheezed. “I want to...serve you.” Momentarily withdrawing, he he flipped her over, leaning her upon his throne. Sensing what he wanted, she scooped up a mixture of secretions left on the seat, and rubbed it into her sphincter until it was sufficiently lubed. Then he shoved himself into her exit hole, driving himself balls deep inside.

Looking over her shoulder she stared at him, flushing and smiling, while he groped a breast with one hand and a buttock with another. Roughly he buttfucked her, her twat winking and running down her legs. “Master...Sombra,” she whinnied when she finally came with a flutter of her lashes. Clenching around him, he in turn emptied himself anew with a groan.

Once he released her she cuddled up to him and pulled him onto her throne. “What's next, my love? We appear to be safe for the moment,” she observed brushing his dark curls. “But what shall we do when the Eldritch come for us?”

“I'm not sure,” he admitted. “For once, I'm at a complete loss.” Would Somnambula have a plan? He once hated to rely on anyone; now he cautiously drew strength from his companions. He wished Beatrix were here, that he could teach her more, but for all he knew she was engaged with helping Spike prepare for another potential Eldritch invasion...

*****

Stocks were set up in the middle of the encampment. By its side stood Ember and Smolder, grim with arms crossed like they were a pair of executioners. And between them was Fleur de Lis; stripped naked and locked in place. Gathered mobs stood in rows to see the ritualistic punishment; she would have to be thoroughly humiliated and broken to become the Dragon Lord's mare. While the unicorn tried to wear a neutral expression, she twitched at those who openly looked down on her.

Spike frowned, barely able to look upon the haughty mare who was now so disgraced. And once they were done it would be far worse. He hesitated to make his presence known, Twilight and Sunset by him to provide support. Wallflower waited in the background, hood and cloak drawn around her, while Autumn Blaze curled her snout with a shake of her head.

“Too bad we have to use the leather whips,” said Smolder who tightened hers.

“Ponies can't take the sort of damage a dragon can,” reminded Ember who snapped her own. “Not even close!”

“Poor Fleur,” said Rarity who stood with the crowd. “She hasn't been the same after Fancy's loss...”

“Wish we could cheer her up,” said Sweetie Belle who danced between staring at the haughty prisoner and guiltily turning aside. However, they'd all been summoned to witness her punishment firsthand and were encouraged not to turn away.

Sunset stepped forward and with a touch of Fleur's cheek asked in a whisper, “Are you absolutely certain?”

“Indeed I am. If I'm to move on with my life, this is the way it must be. Forgive me my love,” she whispered squeezing out tears before she hardened herself for what was to come. You know I speak truly from your touch, do you not? Let us make haste.”

Sunset frowned but nodded once. “We'll proceed, then.” She sidled out of the way.

It started with lashes delivered by Ember and Smolder. Even holding back the whips cracks and seared her delicate skin; Fleur grit her teeth, and eventually cried out, red marks peppering her flesh. Aside from her face they spared no part of her, paying special attention to her back, breasts, and buttocks, which were soon quite tender from repeated strokes that loudly snapped.

“Be thankful the Dragon Lord is merciful,” growled Smolder who yanked the prisoner by her now messy mane.

“But I'm afraid we have to make certain you've learned your lesson,” added Ember whose palm swatted her derriere with such force she would have tumbled if not for the stocks. More whimpers and tears escaped Fleur, whose butt was no doubt bruised.

They took turns whipping, spanking, and insulting the once proud soldier, determined to tame her imperious pride. It was tradition when a Dragon Lord claimed a disobedient lover, making certain she knew her place and would obey from then on.

While this was what she wanted Spike couldn't help but feel nauseous at the display. He'd tried to reach out to her and in her grief she'd rebuffed him. Pretty soon the dragonesses moved aside, cuing him in that it was his turn to finish this public rebuke. Handing the Bloodstone Scepter to Twilight, he marched onward with a stoic expression, knowing all eyes were upon him, judging his every move. Once again he needed to prove himself worthy as the head of a dying alliance.

He removed the scant clothing he wore and stopped behind the heaving unicorn. He wanted to hold and comfort her, to apologize for what he was about to do, but knew it wasn't permitted. In a way he was as much a prisoner as she, confined by the burden of his position. He despised the way his shafts swelled at seeing her so helpless before him, ready to be claimed.

Slowly pressing his tips to her warm orifices, he soon punctured them completely, and she hissed in a mixture of pain and unwanted pleasure. Starting slow, he picked up speed, one claw squeezing a heavy breast and another a shapely buttock. He wanted to get this over quickly, to simply spill his seed as required and be done with the whole distasteful procession, but knew that too would be taken as a sign of weakness. No, he wasn't supposed to show mercy; simply use her for his basest pleasures.

By now she was sobbing even while lubricant dribbled from her and she convulsed around him. His nostrils flared as he grunted between savage thrusts that rocked her supple frame. The dragonesses watched unmoved, while others tried to hide sympathetic looks or distaste; while some of the crowd actually cheered, believing she'd earned his wrath and worse for her disobedience.

He bred her for nearly an hour before he was certain they were satisfied, his eyes turning to slits as his more primal state almost overwhelmed him; one that cared for nothing but to pump her full of Kirin and continue his bloodline. Raising his snout skyward on instinct, he bellowed fire when he came, shooting his seed with such force into her depths she in turn came upon him.

Her belly swelled up from the virile load, more oozing around his lengths from her sore holes. Withdrawing, he loosed more over her backside; then his muscles strained when he smashed the stocks and yanked her by the mane to face him,a claw forcing her mouth open as he emptied the last remnants all over her tongue and face as was Dragon Lord tradition of their latest conquest. She knelt before him in complete submission, swallowing it down as more slathered over her marred curves.

“Now she's one of us,” announced Ember with a nod of satisfaction.

Sanity returned to Spike, and with it a renewed sense of shame. He turned to the crowd. “I'm through with tradition!” He grabbed the Bloodstone Scepter, raised it high above him, and then snapped it in halves to the gasps of onlookers. “This isn't the Equestria we fought so hard for! It's a sick parody! And I'm gonna do what I can to set it right, no matter what anyone thinks!”

He unfurled his wings and huffed, daring anyone to challenge him. Ember and Smolder stared him down, but dared not make a move, still recognizing him as the Dragon Lord despite their doubts. “I should have done this sooner! But now it's time I started setting things right! You want me to lead the alliance? Then I'm going to make my own rules! No matter how long it takes, and how hard I have to struggle, I'll make sure Equestria is somehow returned to a state of harmony!” He breathed a long sigh.

He'd never been much of one for colorful speeches. However, he spoke from the heart. After a few moments of silence Autumn Blaze started to clap. Others soon joined in; Sunset, Twilight, Shining Armor, Rarity, Sweetie. Even Trixie and Beatrix lent him a hand, and Wallflower followed with Limestone, Octavia, and Vinyl, their jubilation proving contagious to the crowds.

Smolder managed a grin. “You win. Guess we'll take a chance on your plans.”

Ember nodded. “We didn't want our culture to die out, but maybe some parts of it still need to be changed!”

Fleur sniffled and wiped her face. “And what about me...?”

He offered a claw and helped her up. “You're free. Please, you're one of the best soldiers we've ever had. Will you fight by our side? I know that with your help, we'll finally be able to avenge Fancy Pants and deal with the Eldritch once-and-for-all!”

With a nod and a sniff she extended her hand, and rose, burying her face in his chest and weeping. He held her close, covering her with his wingspan, knowing she needed to get it all out. He'd seen her in action, knew that she'd been Fancy Pants' bodyguard for years, and skill-wise outclassed anyone else here, able to even take Shining Armor in a fair duel.

However that pride had been wrecked and she'd need time to recover. His hope was that once she was ready, she'd again serve his cause, as he'd need all the greatest warriors he could get when it came time to finally stamp out their foes.

*****

After things settled down Beatrix Belladonna returned to the room where her family stayed. She'd gathered more ingredients growing within the caves and laid them out on her cape which she spread over the rocky floor. The eyes and mouths on her cloak and hat stirred a tad, but she ignored them, mulling over how to recreate one of her greatest concoctions without the magic touch her Flurry Heart had provided when they teamed up. “Face it, Beatrix; you've always been second-rate!”

“Well then I'd better help out!” Flurry Heart beamed, still sleepy when she stalked over and sat across from her. “Huh, looks like you have the basics down, at least.” She rubbed her fuzzy head, trying to concentrate, as she poured over the witch's notes. “Hmm, let's see. I'll make a few adjustments to these equations!” She borrowed her pen and started jotting down notes.

Beatrix hunched over and rapidly moved her eyes left-and-right as she scanned her writings. “You're a genius!”

“Not really,” replied Flurry with a color of her cheeks and a self-deprecating chuckle. “I mean, I've been told many times I'm a prodigy, the potentially most powerful creature Equestria's ever seen, but I don't want to buy into the hype. Nor do I want anyone to treat me like I'm special. I'm just willing to do whatever I can to help Equestria.”

“You will. I know it.” They turned to see Cadance who hobbled over. “I'm sorry I couldn't prevent all this. But it's a miracle we're all still here.” She smiled at Shining Armor and Trixie. “Perhaps now we can all be one big, happy family. Beatrix Belladonna, is it? My husband's told me much about you. Thank you, and you too, Trixie, for looking after him.”

“It...it was nothing,” assured Trixie who couldn't help but feel intimated by her presence no matter how impossibly warm the Princess of Love seemed. “I do care about him. But...Trixie knows when it's time to leave the stage-”

“Nonsense. I wouldn't feel right in casting you aside, and besides, times are different now. Herds weren't exactly unknown even before Equestria's collapse, controversial as they may have been. I'd like to invite you into one with me.” She cupped Trixie's chin with a dainty smile. “You're carrying his foal, aren't you? I can tell.” There was a twinkle in her eye.

“Y-yes. I want to make sure my little hellspawn is born in this timeline,” admitted Trixie who smiled back.

“And I wish to help you with that. I know love when I see it,” noted Cadance who traced Trixie's belly. “Unfortunately, what I can do now is rather limited. There are some unicorns who still worked powerful magic even without an intact horn, Tempest Shadow the most notable one, but I never studied the most advanced spellcraft.” She touched her crack-ridden horn.

“We'll help,” said Beatrix and Trixie in unison.

“Me too!” Flurry rubbed her own broken horn with misty eyes. “Mommy, I'm just happy that you're okay!”

“I think you speak for everyone,” said Shining who hugged and kissed his wife. “Sorry, wish I was a better caster, but I spent most of my time learning swordplay! Plus, I hate to admit it, but I knew as a mage I'd always be in Twiley's shadow...”

“No silly sibling-rivalry here,” promised Beatrix who pulled Flurry close to her and shared a smile. “Although,” she noted as an aside. “We did get up to all kinds of mischief. Most of our best alchemy creations were like a mad scientist's experiment...”

“Sounds fun. I can't wait to see what we whip up!” Flurry fluttered her battered wings, the feathers now partially regrown.

“Good to see you've made a friend,” said Shining with a chuckle.

“Yes, I didn't have many of those. Most people were either intimidated by me or resented me.” Flurry's face fell. “It was so lonely, back in the Crystal Empire. I tried to befriend some of my servants, but that just make things awkward.” She sighed and continued to write down more formulas unbidden; almost like she could somehow tap into the source of magic.

“I'm sorry. We were overprotective,” admitted Cadance. “For all the good it ultimately did.”

“I think she turned out pretty well,” said Beatrix with a laugh. “Let's get cracking, shall we?” She popped her knuckles.

Over the next hours the family settled in. The half-sisters pooled their talents, using whatever materials were on hand. Beatrix wished she could heal their horns, but the ingredients to create her Sunburst's healing elixir were extinct; and were apparently an anomaly to her home dimension since she'd yet to encounter them in anywhere else she'd traveled.

Likewise she struggled to keep up with Flurry, who seemed even more skilled in alchemy than the one she knew, and soon raced past her.

At the same time Cadance continued to welcome Trixie, spending time with her and Shining Armor. The Princess of Love was still shaky, and strained to remain lucid at times, but they were always quick to support her.

Eventually Twilight and Sunset also paid them a surprise visit, the group soon talking and laughing while the sisters continued to experiment in a mix of colorful smoke. She wanted to join in, but knew time was of the essence; Spike needed to boost his prowess as soon as possible.

Again she thought of Sombra while she worked. Was it a mere childish crush, or something more...? It seemed silly, absurd even, but she couldn't deny how drawn she was to him for reasons she didn't entirely understand.

However while she didn't mind sharing him per say, she wanted to be first in his heart, and knew that wouldn't be possibly. She'd have to take Inky Rose's place for that and didn't wish to interfere with what they'd developed; especially since she'd helped make him a better person.

No, with a sad smile she decided she'd content herself with being his understudy. Assuming they were able to meet once more.

Chapter 16

A few days passed while Spike's followers continued to settle into their new home. He'd chosen a roomy cave for himself, packed it with blankets, and sprawled upon it surrounded by those who chose to remain his lovers. Now that he'd altered the position of Dragon Lord he'd offered them freedom; but to his shock quite a few still wished to continue their relationship, comforted by his presence.

Ember, Smolder, and Twilight weren't much of a surprise, Autumn Blaze, Rarity, and Sweetie Belle a little more so; but Fleur also chose to cling to him, her nude frame draped upon his own while he laid back surrounded by his many loves. He stroked her mane, and she giggled, having cried herself dry before finally finding unexpected contentment in his arms.

“You are the only one left who can keep us safe,” admitted Fleur with smile. “So it's natural we remain with you.”

He shot her a toothy grin, wondering if he could trust her after what she'd pulled with Sombra. But it wasn't like him to be so paranoid, and unlike in that case he'd only done as she'd asked. He traced over the lacerations that marred her otherwise perfect flesh. Thanks to the potions Twilight and Sunset applied she'd eventually heal without scarring, to his relief.

“I hope Beatrix's project is coming along well,” he thought aloud. “At least Flurry and Cadance have partially recovered!”

“They're working together quite well from what Sunset's told me,” said Twilight who beamed, lounging naked at his side. “It helps that we supplied them with all the materials for alchemy we could scrounge up, plus what they've collected here! Kind of makes me wish I'd studied that school of magic more, but I've always been so busy trying to juggle everything else...”

“Always so concerned with study, darling. Classic Twilight,” said Rarity with a giggle as she landed a swat on her hind end.

Luckily he'd picked a place that could comfortably accommodate them all at once. His harem lazed around and upon him, trying to recreate the magic of the Pleasure Gardens; but without Fluttershy and Tree Hugger it could never be remotely the same. He hoped they were doing well, wherever they were. And at the least he hadn't been haunted by the familiar nightmares lately.

“We'll have to prepare for war,” he sighed warily. “The Eldritch have gone quiet lately, which makes me even more worried. We don't have all the stuff needed here to forge tons more weapons and armor, so what we've already crafted will probably have to do. But I know Rarity and Sweetie will craft more runes!” He grinned at them and they smiled back.

“Fleur, why don't you train with Shining Armor? I could always use more lieutenants,” he offered meeting her stare. “Hopefully Octavia and Vinyl will be ready for more action soon, too. I know Limestone and her crew have been busy preparing.”

“You may count on me,” she assured him planting a peck on his snout tip. “I know my beloved would understand.”

“I'm sorry I had to hurt you. Really.”

She pressed her index finger to his lips. “Think nothing of it. Remember, it was my decision. While I can't bring myself to ever forget Sombra's crimes, my actions were dishonorable, and worse, cowardly. Beneath me. To believe I'd lower myself to his level...” She shook her head and curled her lip in disgust, still bristling at how he'd humiliated her before her lover.

“Yeah, well...Sombra claims he wanted to change,” recalled Spike. “Maybe he will. But I know he would've kept causing all kinds of trouble here so he had to go. I just hope everyone who followed him is okay, even if they might not all like me.”

“I really don't understand Diamond Tiara,” said Sweetie with a pout. “How could she betray us like that!”

Spike frowned equally troubled by her decision. “I don't think of her or the rest of them as traitors. I want everyone to make their own choices, you know? I think she's just trying to fit in somewhere and hoping he can provide that. Inky and Pacific, well, they've been tight with Sombra since they met him from what I hear. Tree Hugger's not herself since she's revived, Fluttershy's no doubt there to look after her, and I have no idea what Somnambula's agenda really is. As for Cozy Glow-”

“Maybe I should have tried harder to redeem her a long time ago,” lamented Twilight. “I really let her down.”

“Nah. She made her own choices. Just like Chrysalis and Tirek,” he said drawing her closer. “Doesn't matter much now, I suppose. Compared to what the Eldritch have done all our old enemies seem inconsequential, really.”

It was also a reminder he needed to buff up more, too. He'd kept himself in nearly top shape but knew any slack might make the difference. Fortunately his armor was now lined in runes; his eyes settled upon it displayed in a corner on a stand. Thanks to Rarity's and Sweetie's enchantments it was light-weight and malleable despite its bulky, cumbersome appearance.

Usually a Dragon Lord only wore such for ceremonial purposes, seeing them as a sign of weakness, that their scales were insufficient; a point of pride that had no doubt caused many of his kind to perish.

But he wasn't willing to repeat the mistakes which had nearly led to the extinction of his race when they faced off with the Eldritch; he had no problem accepting his weaknesses, knowing that with his friends he'd be stronger than ever and somehow would ultimately prevail.

*****

“Voila,” announced Flurry Heart who lifted a vial that fizzled and threatened to bubble over. “It's done! Sorry we had to sacrifice pretty much all your reserve potions, sister, but if this works it will be more than worth it!”

Beatrix Belladonna held her free hand. “Nah, that's fine. I knew we could do it.” They'd worked relentlessly over the last few days, determined to whip up a concoction that would awaken Spike's true potential without him having to make any terrible sacrifices. Unfortunately, there was no way to test it; they'd simply have to gamble it would work as intended. Flurry had reworked and studied the equations repeatedly, leaving no room for error; but could even a dragon handle such raw power?

“What has Trixie's little hellspawn been up to?” She cocked an eyebrow with hands on her hips.

“Presto!” Beatrix bowed with a flourish, basking in the praise of her parents and Cadance who smiled and clapped. “It was mostly Flurry's work really,” she admitted humbly with a soft blush. “She's brilliant!”

“Oh, hush.” Nevertheless Flurry beamed. “I'm exhausted after all that nonstop work, though.”

“So...” Shining Armor stared at the brew. “This will let us turn the tide against the Eldritch?”

“Hopefully. No matter how strong Spike becomes,” reminded Flurry. “He's still just one creature. And remember what happened to the last Dragon Lord? We've taken lots of precautions in hopes it will circumvent any attempts to control him, but nothing's perfect! Still, that took tons of Eldritch to pull off, and their numbers have severely dwindled, so I hope it's enough!”

Cadance said, “Either way I'm proud of you both. I wish Celestia and Luna were here to see how far we've come.”

“Well, no time to waste. Let's invite Spike over, shall we?” Belladonna turned to her father who nodded and left to fetch him.

A short time later Shining Armor returned with Spike, Sunset Shimmer, and Twilight Sparkle in tow.

“Thank you for looking after my husband too,” said Cadance with her usual warm and charming smile.

“No problem,” replied Sunset with a light blush, also a little intimidated by the Princess of Love.

“I've been altering the old laws,” reminded Spike. “So you don't have to stay with Shining if you don't want to.”

“I,” began Sunset before Cadance drew her close with a battered wing.

“I'd be honored to welcome you into the family too,” offered Cadance. “Trixie's already accepted my offer. No pressure of course, but time's have changed thanks to the Eldritch, and if we plan to repopulate the planet with herds I'd rather my husband was with mares I could trust and depend on. My sister-in-law speaks quite highly of you.”

“Th-thanks. I wouldn't mind that,” she admitted staring at her feet. “But I want to return to the human world too someday. Maybe that's not possible, though, after the Eldritch destroyed the mirror...”

“I have a few ideas,” cut in Belladonna. “Um, I can hop between dimensions. Can't fully control it, plus if I take someone there's only a slim chance they'll survive the trip, so I don't want to get your hopes up, but...maybe with time and practice I'll find some way to create a nexus that will serve a similar function? Just an idea. 'Course, I'll need lots more practice!”

She decided it best not to share that Sombra might be able to teach her what she needed.

“I appreciate it,” said Sunset whose face warmed up with renewed hope. “Okay. Guess I'll accept your offer then, Princess.”

“Just Cadance, please. Without the Crystal Empire I can hardly call myself royalty anymore. I barely qualify as an alicorn now,” she noted with a somber stroke of her fractured horn nub.

“Maybe we can craft some form of artificial replacement,” said Twilight who frowned.

“What, like the Eldritch? Sorry,” quickly amended Shining who'd spoken without thinking. “I'm sure Twiley could pull it off someday with enough study! Maybe we can turn their research to our advantage, without all the icky parts!”

“Similar technology exists in the human word,” noted Sunset. “Albeit on a lower scale. We'll have to look into it, whenever we have more time. But sorry, I didn't mean to get us off track.” She touched Spike. “Are you ready for this?”

“Ready as I'll ever be! I'll do whatever it takes to save Equestria!” He flexed a muscle with a grin.

“Normally these potions are way too toxic in large doses,” explained Flurry Heart. “Especially when they're all mixed together like this. However, we've prepared them in a way where a dragon should be able to break them down. You wouldn't want to see what would happen to a pony if they drank them.” She shuddered. “There's still a slim chance it could be fatal, though.”

“I'll do it,” he said without a moment's hesitation.

“You're a brave one, I have to admit! Okay.” She handed him the flask. “Just down it all at once if possible.”

Beatrix clasped her mother's hand and whispered, “I hope this works. Truly, I do...”

“It will be fine my little hellspawn,” assured Trixie to assuage her own doubts.

All eyes were upon Spike who uncorked the flask, colorful wisps rising outward and filling the air with an acrid stench. Chances were it tasted even worse, the liquid resembling mercury, thick and shiny when it settled into place. He shrugged and tip it down his open maw in one gulp, nostrils flared as it flowed into his furnace-like belly, neutralizing the most dangerous portions.

It was emptied. He waited expectantly, like they all did, uncertain if anything had even happened. A minute passed and no one dared speak nor made a noise. “Any idea how long it will take,” he finally said. “I don't feel any different-”

The flask slipped from his claw. Glass shattered into countless pieces on contact with stone. His eyes went blank, his limbs impossibly heavy, and he slipped and crumpled into a heap with a thud.

Some were calling his name, rushing to him, but the dragon no longer heard them. Flurry and Beatrix were on the verge of tears, wondering if they'd made a horrible mistake...

***"*

Inside the largest compound belonging to the Eldritch, factories prepared their latest creations, which were funneled down assembly lines. Starlight Glimmer watched, impassive, years of their conditioning making certain she could no longer resist them. Their alien voices were a discordant symphony that continually played in her skull, never allowing her to rest.

She sensed their desperation. Acknowledging their limitations, they turned to her for aid, hoping she could craft something that would allow them to break this stalemate with the alliance and finally claim their dark messiah.

She stalked by the conveyer belts, black leather skirt swept behind her, looking over the malformed creations built by machines; fusions of metal, flesh, and bone, their dead enemies and whatever animals they found stitched together into nightmarish creations.

At her sides were Aria and Sonata, barely lucid after their extensive surgery. While they hardly appeared any different on the surface their enhancements would further warp them into living weapons, her personal angels of death in the coming war. Yet when her head ached she reminded herself it was necessary, that she'd make those she loved better than before.

“Trixie, are you lonely? Not for much longer. I'm sorry I couldn't be with you...” She wept empty tears.

Few of their digging machines were left after their last invasion. However the former Dragon Lord loomed at the center, the undead skeletal behemoth rebuilt where Spike and his allies had wounded him. She stroked its skull, feeling it vibrate under her palm as blood pulsed through its hollows like marrow. Around her Eldritch scientists and engineers went about their routines, unnaturally silent as they telepathically shared instructions that reverberated throughout the hive-mind network.

Aria shouted above the noise, “What about Sombra? Since we can track Bellatrix, we could move in and take him out-”

“He's inconsequential for the moment,” answered Starlight with a dismissive wave. “Besides, he's well-fortified in that pyramid, and I'd rather not waste resources needlessly. He'll keep. He and Somnambula could be dangerous in the future, though...”

“Awww...and I wanted to test our new weapons!” Sonata beamed, like her sister modified to accept and obey without question.

“You'll have your fun soon.” Starlight nodded to the corpse of Adagio which she'd recovered in the desert. The exploded head had been removed, but the rest of her remained intact, and a few electric shocks delivered by machinery intertwined in an Eldritch's fist made the siren's corpse twitch and flop. “We'll have this one enhanced and reanimated, too.”

“Hooray! We'll be a happy little family again,” cried Sonata who beamed wide with joyous tears.

“I'll still be in charge though, right?” Aria crossed her well-toned arms. “I don't want to be upstaged by a zombie!”

“Of course. Adagio's hardly in any shape to lead from now on! Too bad Chrysalis wasn't left intact, but if the preparations we made pan out...” Starlight managed a twisted smile for once at the cleverness of their schemes. “Maybe we can use Tirek's carcass, too. Shame he can't eat magic in his current state, or else we might have been able to win this war on the spot.”

If she could still feel pity it would have fallen on the Dazzlings who'd been partially lobotomized, not that she noticed much difference in Sonata's case.

But they were better now, weren't they? Stronger. Happier. At least that's what she was brainwashed to tell herself whenever the slimmest doubt crept in. Knowing there was no going back, all she could do was proceed.

*****

Spike's life flashed before his eyes. The first time they opened and he saw Twilight Sparkle who'd hatched him. A life mostly spent in Ponyville where he'd made close friends and went on numerous adventures. His first encounter with Sombra and the tyrant's defeated, whereupon he'd been hailed as a hero by crystal ponies throughout the Crystal Empire.

Most of all he longed for an Equestria that was no more. Pinkie Pie, Applejack, Rainbow Dash, and so many others, lost to enemies they struggled to comprehend. Would he be their latest victim, too?

No...a mere miscalculation from an untested formula was about to do him in. He'd die uselessly, pointlessly, with so much left undone. He hoped Twilight would handle everything, like she always dutifully did, that the Kirin his lovers bore would survive and repopulate a dead world.

Gradually color returned when he blinked awake and discovered himself surrounded by expectant faces. “I'm...not dead?”

“No, silly.” Flurry breathed a sigh of relief. “You did worry us for a second, though!”

“More like a whole hour!” Trixie stamped a heeled boot. “Don't scare us like that!”

“Nice to have so many beauties worried about me.” He chuckled and managed to sit up. “I do feel a little...different.”

Twilight sobbed in relief, palms laid upon his rising and falling muscles. “I was really worried,” she admitted with a sniffle. “I've lost so many already. I'm not sure I can stand to lose another, not so senselessly!”

“Aw...I couldn't leave you behind.” He crushed her to him and she cooed in delight. Despite his good-natured humor he was touched by their concern and hers in particular; they shared a special connection few could understand. Even Shining Armor shed a little liquid pride. He rose to his clawed feet and stretched leather wings. “Wonder what I'm capable of now?”

“You'll have to test and find out,” said Beatrix with a wink.

“Sounds like a plan! Give me some space, will you all?” They backed away and Spike inhaled, his stomach burning like a furnace; however this time it sent an even more pleasant than usual tingle through his insides. He breathed a few small emerald flames, spectral wisps formed of pure magic. “Whoa, that's different. Wonder how effective they are?”

“The Spike I knew managed something similar after my Flurry and I worked on him,” said Beatrix. “It was powerful enough to harm the Smooze I knew after he'd been tampered with by a cult worshiping the Necronomicon, so it should shear right through any magical barriers. Just be careful; that much raw power destroyed him when he went all-out to save his friends.”

Spike nodded. “I'll keep that in mind. I feel stronger, too, like my scales are even harder...”

“There's probably lots more,” admitted Flurry. “We can't fully predict the effects. Just that it unlocks all the magical potential you have in you. Given time, you'll surely become the most powerful Dragon Lord to ever live!”

“Congratulations!” Sunset clapped and others joined in. “No nasty sacrifices now, huh?”

He scratched the back of his neck. “You saw, didn't you? With that power of yours. Glad I don't have to eat Ember's or Smolder's hearts,” he mumbled relieved that it had seemingly worked out. He felt ready to storm the Eldritch lair and torch them all, but quickly reminded himself it was that sort of cockiness that led to the dragons being almost wiped out.

“You were the Crystal Empire's hero,” said Cadance. “I believe you can save us in our hour of need once again.”

“Not alone. We'll be there to support you,” swore Shining who smacked a fist upon his chest.

“Thanks,” said Spike. “I know I can count on you all. Still, I'll need to train some more, practice with what I've gained until I'm comfortable with it.” He flexed a bicep and kissed it, hopeful that it would be second nature in no time.

“I'd better do the same,” said Shining. “But I hate to leave my family alone.”

“I'll be okay.” Cadance touched his face and drew Flurry to her. “I'd like to spend some time with Twilight, anyhow. And to get to know Trixie, Sunset, and Beatrix better. Sometimes it's hard to believe we're still here. Like the Equestria we all knew was a dream.” She sighed in lament, taking what solace she could from the companionship of those still living.

“We'll get it back somehow when magic returns in full-force to Equestria,” swore Flurry. Even if it takes thousands of years!”

While things had looked bleak for quite sometime, Spike shared in their optimism, knowing that he could potentially live long enough to see a fully restored Equestria.

All the more reason he needed to protect them; they'd be instrumental in rebuilding and guiding the planet back to a state of harmony. With a warm laugh he left them to further test his new prowess.

*****

Many days had passed since Somnambula went into deep sleep. Sombra was at her bedside, trying his best to translate what he could of the hieroglyphs carved in the stone. Just as he thought he was making out a sentence, a low yawn pulled him away to see that she was finally awakening. She stirred in the velvet sheets that hid her bare flesh before leaning up to stretch out. Her eyes fluttered open before a smile spread her lips upon seeing her ruler.

"It fills me with such delight, having you be the first in my sight~," she mewled. Sombra offered his own kind smile while taking her hand to place a delicate kiss to her knuckles.

"I am glad that you're awake," he said with a hint of relief present. His attention turned back to the hieroglyphics. "So tell me; where are we to go from here? Do we buckle down and pray that Spike and his followers are able to defeat the threat?"

She shook her head. “It would be an unwise path to take, even for him. We all must unity if we are to stop the Eldritch. For now, we wait until tensions have cooled; thus we can negotiate a position of power and reform our alliance on truly equal terms. This pyramid harbors many secrets for those willing enough to seek them.”

“Then do tell...” Inky Rose and Pacific Glow were also present in the room; linking their arms with him. Ever since settling in, the two had become inseparable; much like Fluttershy and Tree Hugger, the latter continuing to keep watch over the others. Though mostly just the restless Cozy Glow.

“Patience. All will be revealed in due time, I assure you. Now for you next question...” She looked to Sombra, who was about to say something before she held her palm to stop him. “I can commune with the alliance from here. There is one that you're wishing to speak with; perhaps you're also missing her company...”

“With what little time we spent after the attack, there is so much more I want to share with my apprentice...” He confessed, turning away to really unpack his feelings. It was a familiar rush to mold the destiny of another; one born from a mutual partnership rather than crushing another down to suit his whims.

It was like back in his prideful youth when he'd tried to forge the Crystal Empire and his subjects into their better selves, before the shadows had overtaken him, and helped drive him to warp and dominate all unfortunate enough to cross his path.

Yet this wasn't his homeland. To be honest, being here brought him anxiety. This was a place so unfamiliar and mysterious, it boggled his mind to not know anything. But the priestess knew; and that's what had him on edge. She held a level of power within this pyramid; causing him to frantically guess when and where she would decide to overtake him...

The only thing that gave him clarity over her true motives is that it all tied to the survival of Equestria. How far would she go to save the planet? Would she sacrifice him, his followers, herself, maybe even the entire alliance if that was what she believed necessary? Such devotion would make her perhaps far more dangerous than even him.

And yet, he found no other option but to trust in the path she carved. With his foal developing in her stomach, she must hold some sentimental feelings for him, right?

Pacific broke his reverie when she leaned her head on his shoulder. “What do we do now? Just relax?”

“Why not? I believe we've all more than earned it,” said Inky with a light smile. “Perhaps we can please you, master?”

“Maybe later. I actually want to explore this place some more. You're free to join me if you want...” They nodded and the trio left; though he gave the prophet one last concerning look while she smiled back at him and resumed her rest.

His boots echoed off the floor. This place was like a maze and yet proved surprisingly easy to navigating, all paths seemingly leading back upon each other eventually. The torches were enchanted as to apparently never burn out, nor did they emit smoke; like the rest of this mysterious, ancient place somehow preserved for all eternity.

With every passing minute, they descended lower and lower into the deeper chambers. The tunnels slanted and the lights became dimmer; the air thicker and more oppressive. Almost as if it warned not to proceed further lest they anger the spirits.

Yet he simply had to know what secrets this place kept. Whatever treasures lied below were of no interest to him other than knowledge. He promised to otherwise respect the boundaries of the dead pharaohs and kings before him, and not disturb their tombs, hopeful that whatever transgressions he risked would not leave them cursed.

He turned to his future queen and concubine, glancing to the pink mare's belly with concern more written on his face. “On second thought, perhaps it would be best if you two turned back. There's no reason to risk yourselves...”

“Not an option for me. I remain by your side no matter where you go,” Inky insisted with firmly narrowed her eyes in determination. “But if you want to head back, Pacific, I'd understand.” She held her shivering friend who was trying her best to keep on a brave front.

“I...I'll be fine,” she chirped. “Just a little spooked is all, nothing I can't handle!” She watched their silhouettes trail over the walls and trembled some more.

“Only if you're certain. Soon it may prove too late to turn back,” reminded Sombra.

“I wanna help too,” pleaded Pacific. “I wanna be useful, and I don't want to leave Inky alone, either!”

“You've helped mend my wing. It's almost back to its old self.” Inky massaged the soft feathers with fingernails painted in spiderweb patterns. “Come if you truly want, but I won't think less of you if turn back. You're like the sister I never had.”

“All the more reason I should come.” Pacific stuck the pacifier in her mouth and sucked on it for comfort.

Another hour passed while they descended ever deeper into a blackening pit. Eventually they reached the burial chambers, the wall sliding away with a creak when he strained his muscles to move the heavy slab. His insides stung, and he lit his horn, using his aura to help shift it in case he reopened an inner wound he'd hoped would've healed by now.

When the way was finally cleared a brilliant shine of gold almost blinded them. A sea of riches lay before them in the vast chamber that stretched so far they couldn't see the end of it. Inky's breath caught, and Pacific's eyes sparkled, while he too felt a surge of emotion remembering the prizes he'd once accumulated in his country. The coins were minted with an ancient language, almost every jewel imaginable mixed in, the fortune so bountiful it could no doubt buy entire countries.

Around them were perched a number of sarcophagi, nobility mummified and buried with their families and servants. Canopi jars were placed around the elaborate artifacts. “Touch nothing,” he warned them. “Lest we anger the spirits.”

“Right.” Pacific bent over to study the area, hands innocently clasped behind her as she whistled.

“It's a shame. I wish we could make love in these riches,” admitted Inky. “I'd truly feel like your Queen.”

“Perhaps one day we'll have a treasury that eclipses this one.” He scratched the side of her face affectionately, and she leaned into him. His eyes trailed over the hieroglyphics, and he worked a spell with his fingers, beginning the tedious but necessary process to translate them word-by-word; in order to unearth their secrets in hopes of boosting his knowledge of magic.

After all, if he discovered the secrets Somnambula was keeping, he'd no longer need worry about what she was planning. And it was to beat the Eldritch, wasn't it? They shared the same goal. Certainly, a part of him still coveted power, but...

A shadow emerged from the corridor ahead that blanketed the illuminated area. The trio turned as one, hearing the ragged breath of some strange animal which wandered their way.

Instinctively he pushed his lovers behind him and prepared a ball of flame which smoldered purple-and-black. Glowing, slit like eyes and sharp teeth stretched into a grin pierced the darkness.

“What foolish mortal dares tread these sacred grounds?!" She growled before her gaze fell upon Sombra, Inky and Pacific. Her narrowed eyes softened as a wide smile replaced her scowl. "Ohh! Another tasty snack perhaps~" She purred, slowly licking her lips.

The beast slowly padded out on titanic paws, her plume spread, her tail flicking about while she studied her prey. The sphinx was the original guardian of the pyramid, tamed by Somnambula after she'd overcome her riddles too many times, and in her wounded pride offered her servitude to the priestess. Now she toyed with tomb raiders and other villains who'd attempted to plunder or otherwise desecrate her lair. Only Somnambula knew her true name, as no others had ever bested her.

"We mean no harm or intrusion!" Sombra insisted, approaching the chimeric creature with his arms wide to keep her from getting to the two mares behind him. "We only come as explorers; wanting to learn about this sacred place."

"Spare me your excuses, tyrant!" She scoffed. "I know who you are. The many lives you've ruined in your thirst for power and conquest. Inside your heart is nothing but darkness, hatred and fear! Bold of you to assume you are worthy of discovering such knowledge when you are beyond redemption."

Sombra physically remained unwavering, but her words festered under his skin about the truth of his actions. He was far from a good person, and perhaps she was right that he wasn't worthy of the path that offered salvation...

"You're wrong!" Inky yelled back at her. "You know nothing of what lies in his heart. He has protected us and gave us a home! He will become the savour of Equestria and prove to be a better king!"

"Yeah! So stuff it, you overgrown pussycat!" Pacific chipped in, backing her friend and king up.

This caused the sphinx to cackle in amusement. "You mean to tell me the two of you aren't just under his manipulation? You're not just vouching for him because he forced your loyalty? Well then.... Let's test how much of a 'hero' you truly are, Sombra. I'll offer you one chance before I make sport of you all.”

She leaned her giant face in so close her hot breath fell upon them, already salivating. He tried to stifle a swallow but stood his ground. Pacific trembled so violently she wet herself, warm urine dribbling down her legs, while Inky froze, instinctively clinging to him.

“Many options stand before you to prove to your nobility. You can stay and fight me, but only so few have succeed. You could cower and run, yet I fear none have escaped my wrath!” She purred. "And that's only when I want to play with my food~"

Sombra closed his fist to snuff the flame. “And what about your notorious riddle, Sphinx?”

At the mention of that word, she rolled her eyes. "Figures you bring that up.... Yes, If you can solve my riddle, I'll be forced by my nature to allow you safe passage through the rest of these chambers. It's a curse I'm placed under, so no matter how tiresome or boring it is, there isn't much I can say or do to not provide that option. But let me ask you; is wildly mass guessing really proof of a hero?”

The three of them stared at one-another, awkwardly silent.

"Didn't think so.... Although..." Her big eyes once more scanned Sombra before she traced a nail down his armor; removing his breastplate and partially stripping him. "Perhaps there is another path you may take to 'convince' me of your worth as a hero~"

Sombra blinked while staring up at the massive feline monster and the amount of curves she had to offer, his face flustering. "You're not joking, are you..?"

"Look, I've been stuffed in these chambers for millennium and I don't get to get out and socialize a lot. I either eat my prey, which while appealing, can get repetitive. Or I can fuck them and not get so pent up. You just happened to be very handsome and I'm in the mood to be generous. The choice is yours, really,' she bantered, resting her head in her paws.

He turned to look at his concubines, who were all struggling to remain brave in the face of danger. Sombra gave a l sigh before turning back to the sphinx. "Alright. I will relieve you of your...tension."

“We.... We'll help too,” cried Pacific.

“Naturally! You're all very pleasing to my eyes. Though I should I warn you; those who have tried to please me have all left me unsatisfied in the end." Suddenly, her heavy paw slammed down and pinned him to the floor, knocking the wind from him as the sphinx hissed and her fur stood on end, her ancient beauty rather demonic. "I am not so easily manipulated like those harlots over there, Sombra. I only expect the best of someone who proclaims themselves royalty! Prove me wrong, hero~”

Pacific shrieked and Inky cried out when she looked over him, but neither dared make a move to aid him, knowing the guardian could skin them alive within seconds. They were at her mercy. Sombra's head swam when the paw withdrew, and he stumbled back to his feet, considering his approach.

Never had he considered laying with anyone so massive and monstrous like the sphinx. And yet, while their chances looked bleak, there might be a way for him to properly sate her lust...

*****

The halberd shaped like Fleur de Lis' namesake shot out like a flash of white lightning. She giggled, muscles straining below her tight alabaster attire, appearing to dance in a balletic manner with precise movements. Limestone, Octavia, and Vinyl Scratch had given up sparring with her, unable to quite match a lifetime of practice she'd once had to keep secret as her husband's bodyguard.

However with his potion-boosted reflexes Spike showed himself able to dodge her every rapid stroke. The pair danced around one-another with cheer.

“Glad I turned down my chance at a duel,” said Shining with a shake of his head. “Don't want to get rusty, though. Any of you up for a round?”

“You're the second most skilled fighter here,” said Limestone. “Uh, no offense Spike.”

“None taken.” He chuckled and continued to weave around Fleur's strikes, dancing and flirting together while they pushed themselves. “It's kind of a dragon thing. Lots of them rely on brute force over technique. But hey, if I can successfully combine the two? I'll be pretty much unstoppable!” She nimbly leaped back when he took playful swipes at her.

“I shall help temper you to a razor-sharp edge,” said Fleur who's sweaty mane whipped by.

“Don't hold back,” he yelled knowing his armor-like scales could reflect the brunt of most weapons. However the runes implanted on the halberd by Rarity and Sweetie charged the enchanted armament with magic that he knew could pierce even his hide when funneled full-force through it. Still, they couldn't take it easy, not if they hoped to be in shape for the war ahead.

Her eyes wandered to the scant loin cloth which barely concealed him, letting down her guard for the briefest moment; one he capitalized on when his claws raked down the front of her unitard. The fabric shred, her skin untouched, as he opened it between her breasts down to just above her crotch. Her ample cleavage almost spilled out with a bounce.

“Oh my. I do believe I've worked you up too much,” she noted with a lick of her lips and a sly look.

She took the opportunity to hook his garments in her halberd, tearing them away, his dragonhoods excitedly unsheathed and flopping out half mast.

His nails sunk into the sides of her clothing, tearing it apart and denuding her too, a light flush coloring her face as she smirked. Gently he groped breasts topped by pastel pink buds, eyes turned to slits, ready to mate her then-and-there.

“Uh,” cut in Shining. “Should we leave you two alone?”

Limestone shrugged. “Why? Not like we haven't seen it all before in the Pleasure Gardens.”

“Whoo-hoo! Party time~!” Vinyl Scratched discarded her own clothes and did a wild dance.

“Classy,” muttered Octavia with her arms crossed. “Hey!” She jumped when the DJ swatted her backside.

“Come on,” cried Vinyl. “I finally have my voice back and you owe me a real celebration! Let's let our hair down, okay?”

“Fine. I simply prefer some privacy,” noted Tavi who nonetheless relaxed her posture and relented. Pretty soon she could feel her lover's aura upon her, buttons popping on the dress shirt under her neat black suit. Her bra was neatly unlatched by the DJ's magic, and her breasts spilled out from her opened top, with her belt starting to be removed.

“Bet you wish Cadance was here, huh?” Limestone teased Shining with nudge to his ribs.

“Uh, kinda.” He couldn't help but stare when Spike made love to Fleur, pressing her to a wall. Vinyl followed suit when she'd stripped down Tavi, sinking to her knees and hungrily feasting upon her marehood amidst her low moans.

“Heh, too bad you're taken. Wouldn't want to muscle in our her territory anyhow! Just sucks stallions are now almost extinct,” said the Pie sister while she watched them too. “What about Trixie and Sunset? You had to dump them, or-”

“We've made an arrangement that keeps everyone happy.” He grinned. “Sunset hopes she'll be able to return home someday, but she's decided to join our herd for now. Trixie has a baby on the way, so I'm glad I'm not forced to choose between them!”

“Lucky fellow. Don't have too many options, but maybe I'll meet a Diamond Dog that's interested?” She rested her hands in her heavy jacket's pockets. “Anyhow, about that sparring session?” Limestone nodded at her pick axe.

“You're on.” A ring sounded when he slowly unleashed his sheathed blade.

Losing himself to the moment, Spike was relieved to see his lieutenants were having some fun too. Soon they probably wouldn't be able to relax anymore, if ever again. No matter what preparations they made chances were many of them wouldn't return. But he had to believe they could overcome the Eldritch, or else all they'd done would be for nothing!

At least Twilight was busy teaching her fellow mages what she could with a little help from Sunset. With their horns busted Cadance and Flurry would only be able to work limited spells by hand, but they were eager to learn. Trixie and Beatrix were also in training with them; casters were rare and they all strove to do their part. If only he could trust Sombra...

Fleur had similarly found a new purpose in life, taking comfort in his arms. He could never replace Fancy Pants, nor would he want to, but she would serve the alliance well. He bristled with pride at his army, feeling confident in their future.

Chapter 17

“Spike, may I have a word with you?” Sunset Shimmer made his way into his chambers where he rested surrounded by his lovers, lounging naked in his bed with him. “Flurry Heart and Beatrix Belladonna have this theory...”

“Go on.” He welcomed her closer with a casual wave.

“You keep changing. It hasn't stopped.” They'd had him do a checkup every day, extracting a little blood, which she and Twilight in turn studied. “You're stronger, faster, and sturdier before it's true; not to mention how your flames have changed. But it's more than that. We've noticed there's been an, ahem, 'spike' in your magical essence recently.”

“Huh, I do feel a little different. Not sure I really follow, though.”

“Well...I've talked it over with Twilight and this is our theory. You know how greed once made you large? I think now it's turned to lust.” She nodded at his concubines. “Dragon Lords used to make their harem large as possible as a status symbol. Now that you've made Fleur your lover? You've suddenly reached a whole new level of power. That could apply to every lover you take.”

Rapidly he blinked. “Could it really be...?” He studied Fleur and Autumn Blaze who smiled at him, draped over his scaly chest. Rarity and Sweetie Belle were sleeping at his feet, holding onto each other. If their idea was true expanding his influence further would increase his chances of beating the Eldritch exponentially. “Not sure I should share this, though. Don't want to pressure anyone, you know? I want everyone who chooses to be with me to be happy.” Maybe it was too idealistic, but he didn't care.

“That's why I chose to see you. I...I talked it over with Shining Armor and Cadance, and they're okay with it. I'll still be part of their herd, but...” She undid her scant costume, letting it drop at her feet. “Consider it a test run.”

“I don't want to push anyone-”

“This is entirely my choice,” she assured him as she cantered closer. “Cadance is talking it over with her husband. He's a little insecure about such things, but I think he'll come around if it can help save Equestria. Trixie and Beatrix are thinking about it, too. It's just casual sex, right? Just lay back and think of Equestria,” she finished with a heavy blush.

“You won't have to do it alone,” called a voice from the entrance. Wallflower Blush bashfully stared at her small feet, pulling back her hood to expose her freckled cheeks. “I...I want in. If it'll save this world, and help us return home someday...”

She wandered up next to Sunset, slinking out of her cloak and her clothes underneath. “I know I'm not the biggest prize,” said Blush. “But I like to think I'm okay looking. Plus, I'm a tad curious.” She poked one of his dragonhoods.

“You're in for a treat,” said Sunset with a laugh.

“Let's give them some space,” said Autumn who moved out of the way.

“So the more of a virile stud Spike is the more powerful he becomes? How fortunate,” noted Fleur with a titter.

“Just be careful not to burn out,” reminded Autumn who parroted Flurry's and Beatrix's warnings.

“I'll try and pace myself. Not that it's easy, surrounded by all these beauties! Er, not sure about the rules, though? Do I have to make love to them on a regular basis? And do I have to knock them up? Does it have to be vaginal or-”

She placed her index finger over his snout. “No, just once will do to bond them to you. And no, you don't have to impregnate them, although our theory is that, uh, planting your seed in their wombs will work best. We'll be sure to take contraceptive potions afterward. That should about cover it,” she finished with a playful sigh. “So let's get to the test, okay?”

“Hopefully it will be fun,” said Wallflower who wiggled her wings and breathed in his pungent male musk to ready herself. She spread her legs, settling herself upon his lower cock, gasping as it spread her open further than anything else ever had when she lowered herself down. “W-wow,” she mumbled as the ridges trickled and scraped her unusually tight insides.

“Like it?” Sunset smiled and laughed in a teasing manner, seeing Blush's blissful if bashful expression. She moved to Spike's upper dick, pushing it into her moist confines which dripped down the shaft onto his swollen testicles.

He wrapped a claw about each of their waists, bouncing them atop him. Pretty soon their maws were awkwardly locking, initiated by Blush who admitted, “Sunset, I...I've had a kind of crush on you for a long time...”

“Hey, I'm pretty much in an open relationship. More an arrangement for political reasons, really. So this hardly has to end here,” she offered brushing Wallflower's messy mane and further mussing it up with a grin.

They continued to touch and kiss each other, making Spike feel a little like a third wheel serving as a proxy between them, not that he minded. His digits dug into their buttflesh, hilted cervix-deep into the pair who rocked back-and-forth. He looked over to Autumn Blaze who winked at him, and Fleur offered him a delicate smile, curling a lock around a finger.

Rarity stirred with a low yawn and fawned her face. “Is it hot in here?”

“Oh, definitely!” Sweetie stretched with a high-pitched giggle.

Warmth filled Spike's insides when he unloaded into his latest lovers, who by now had absolutely soaked his scaly muscles in lubrication. His palms traced over their sweaty forms, happily growling while he flooded their innermost chambers. Sunset and Wallflower leaned into a protracted kiss, the force of his release pushing them over the edge as they sprayed all over him.

Not that it was difficult for Sunset to find Blush's weak points due to her empathic touch, making her the perfect lover for anyone. She paid special attention to Blush's wings, who bristled in rapture each time she traced their span.

“I-I love you Sunset,” cried Wallflower who instantly regretted her admission.

Sunset quietly chuckled. “It's fine,” she said to soothe her panting partner, brushing her unkempt locks. “I feel the same.”

“R-really? I mean...” She turned away, leaning her palms on Spike's chiseled chest for support. “Uh, thanks. I feel a little more at home here all the time. But I still want to return home with you if the opportunity ever comes.”

“We will. Spike will make sure of that,” assured Sunset who caressed the drake's snout. He grinned back at them, still locked inside their tight wet tunnels He closed his wingspan around him, drawing them close, enjoying the feel of their soft breasts rising and falling with his own rhythmic breathing. He reached around with his tail, helping to massage their slender backs.

From the way his insides warmed over, making him feel more vigorous and virile than ever, he assumed the experiment was a success. Sunset would pass on the word, and while he felt a little uncomfortable taking more lovers into his best unless he was absolutely certain they wanted it, he knew many of his followers would accept whatever it took to make certain they won.

*****

“Now who shall I start with,” mused the sphinx; eying the three ponies before she grabbed Pacific Glow by her ankle and yanked her off her feet. She screamed, dangling upside-down, helpless prey before the ancient predator. “You appear to be the weakest of the bunch. Not even a sense of earth pony strength in you. Is there no value to you outside of body~?”

"A light snack at best," she teased her while dragging one of her long nails down Pacific's body; shredding off her hotpants and tube top to unveil ample flesh. “Not very bright, no real skills other than dancing, you're practically useless and utterly unimportant...”

“She's important to me,” cried Inky Rose who balled her fists in frustration at her helplessness to intervene. Mascara ran under tears of frustration.

The sphinx laughed at them, dragging a rough tongue slowly over Pacific's shapely form. Her breasts slid and bounced under casual licks. The raver whimpered, more urine trickling down her as she started to dizzy from a rush of blood to her head.

Sombra figured this was part of the test. The guardian was waiting for him to show signs of weakness, testing his resolve, wondering when and if he'd ultimately break. Within a few moments of licking Pacific all over, the sphinx dropped her with a thud, Inky flying and barely catching her slack form in time. The goth mare stared hatefully at the guardian.

“Oh, relax! I haven't killed her...yet~” said the sphinx who moved her face close to Inky. “You seem to be much stronger and sharper than her; definitely suitable in the body department.... But will it be enough?” She hooked a claw into Inky's spiderweb dress, lifting it off and casually tossing it aside to fully expose her. She opened slathering jaws wide, pulling the pegasus closer, who defiantly stared her down.

She was almost fully taken into the sphinx's mouth, only her head visible while she sucked on her, knowing that the razor teeth were a mere moment away from potentially severing her head from its neck. “I...I'm willing to lay down my life for Sombra and Pacific, if that's what it takes.” She shivered, warm all over from the heat of her mouth while she was lapped at, prey instincts kicking in.

The sphinx spat her out in disgust. “Eww, pathetic devotion like that ruins the taste! Love and friendship are fleeting, often hastily abandoned for the sake of survival. Just look at the state of Equestria!”

“You're speaking from personal experience, aren't you?” Inky grunted with a wry smile at the look she shot her. "No wonder you're such a sourpuss."

The sphinx rested a single nail over the entrance of Inky's slit. “Keep your mouth shut if you know what's good for you. Remember, I could open you from cunt to throat with a simple flick of my finger!” She withdrew after a moment, her threat made.

Sombra did his best not to chuckle too loudly, quite amused at how easy the monster was to rile up. It was another reminder of why she was worthy to be at his side above all the other options.

Placing the pegasus down, the guardian moved onto him last. With his concubines too dazed or frightened to assist him, he was on his own to please the lecherous sphinx as she cut away his armor and cloth. "Alright, hero. It's your turn~"

*****

A number of mares arrived in Spike's chambers for their turn with him. With each applicant Sunset took a moment to touch them with their permission, searching their feelings to make certain they were okay with this arrangement. Among them were Octavia, Vinyl Scratch, Limestone, Cadance, Trixie, and Beatrix Belladonna, who stood on the sidelines.

“I managed to save a few flowers from the Pleasure Gardens to make this easier,” said Sunset who procured the magically preserved pink flowers from her purse. “Sadly, without Tree Hugger's green thumb they won't last much longer, let-alone grow here. Still, they can still release those familiar aphrodisiacs when crushed or consumed, which'll make this easier!”

“I'm just relieved to hear it worked,” said Beatrix who smirked with a hand on a hip. “Flurry's happy, too!”

“She's decided not to join us,” said Cadance. “She doesn't have any...experience of this sort, anyhow, other than those terrible things Chrysalis did to her. Plus, I know it's hard enough for Shining to know another man will be taking me for a night. I think he's absolute meltdown if his precious sweetheart did this. He couldn't even bring himself to come and watch.”

“I'm sorry,” said Spike who awkwardly rubbed his neck.

“It will be fine. It's a compromise, since Sunset and Trixie are indefinitely a part of his herd now. Making love to another man once is hardly equal, but in any relationship one gives more and another takes. Plus, in this new Equestria it almost seems silly to worry about anything other than trying to find happiness wherever we can. We need everyone to stick together.”

Since it would be rather crowded in here most of Spike's usual harem had reluctantly left. Somehow no matter how many times he made love in a day, his stamina didn't burn out; on the contrary he felt more energized than ever!

“We managed to make something similar to the cauldron in my home dimension,” said Belladonna. “Uh, maybe an explanation is overdue? It's an artifact the cult of the nemesis, who worshiped and sought the Necronomicon, built in our to empower their leader. The Starlight I know used it to make herself an alicorn. Anyhow, you're like that now; pure raw alchemical power! However, that could also make you burn out fast in the heat of the moment! It's like Flurry said; pace yourself, okay?”

“Will do! Uh, so who's first? I can take two of you at a time,” he reminded.

“That's our cue,” said Vinyl Scratch who pulled Octavia with her. “Don't tell me you're chickening out now?”

“Certainly not! I simply wish to do this right,” said Tavi who slowly started to undo her clothes.

“So fussy,” mumbled the DJ who in contrast practically threw off her clothes in her haste. She only paused to tease off her bra and panties, shooting the dragon a grin when she bared herself to him and jiggled her assets in an improvised dance.

While she shed her clothes Tavi slowly started to get into the spirit, a smile creeping across her lips, as her movements were graceful and controlled rather than wild like her partner's. Pretty soon they were dancing nude before Spike, who practically salivated, sitting on the edge of the bed with his twin dragons full mask and ready to explore the musicians.

Vinyl chuckled and tackled her down. “Let's spruce this up, okay?” She'd pushed Tavi to all fours, ready to be mounted, and clambered atop her in the same position, their rumps stuck out to present their warm, wet holes. “Time to loosen you up!”

Grumbles escaped Tavi who nonetheless relented to her partner's whims. Unlike the DJ she hesitated to leave her comfort zone, but often discovered new things she liked after being pushed into it; that aspect was what had often kept them together despite their differences. He stalked over, taking a moment to admire the display before him, as he readied himself to take them.

“Don't worry,” said Beatrix who noticed how antsy her mother was. “Our turn'll come soon enough!”

Trixie huffed, standing with hands on her hips. “Very well. Shouldn't have accepted one of those flowers...” After eating the one Sunset offered she'd immediately heated up all over, a wet stain in the crotch of her leotard; it continued to spread and leaked down her inner thighs while she watched Spike pushed himself into Tavi and Scratch. She bit her lower lip with a whine.

“Guess that means we're partners, huh?” Limestone smiled at Cadance. “We're an unlikely pair, I'll admit.”

“Yet we'll prove no less effective I'm sure,” promised Cadance who wrapped a wing about her. “I appreciate love in all its forms. I wish I could have seen more of the Pleasure Gardens. It seemed like such a wonderful place.”

Oh, it was. Granted, I feel a little more at home here. Reminds me of the rock farm,” said Limestone.

While he started to drive into the mares, Vinyl nibbled on Tavi's neck and ears. Her hands also clasped around breasts that dwarfed even her own, pretending like she was milking Octavia's tits with a laugh. Gritting his teeth, Spike strained his musculature while he pounded into them, fin-like ears twitching in answer to their distant moans.

Unable to resist those puckered assholes presented before him, he worked a couple of finger's up Octavia, while he did the same to Scratch, only with the tip of his spaded tail. His free hand ran all over them, their supple flesh mixed with lithe muscles ever since they'd chosen to take up arms. His balls slapped with each thrust, wet sounds filling the air each time he humped.

The cave filled with the sweet music of their lovemaking. Their buttocks bounced each time he speared them, his leather wings spreading and his teeth clamping when his testicles started to boil over for release. But he restrained himself, never willing to leave his lovers until he was certain they'd been satisfied. Luckily with the way his fleshy ridges massaged their canals, it was easy to hit all their sweet spots, their dams breaking almost at the same time as they came upon him.

Their pussies tightened around his shafts, milking him for his seed. With a low growl he slammed all the way into them, eyes turned to slits as he pierced their cervices, bottoming out into their uteri and distending their stomachs a little.

Thankfully they were so addled with lust sheer pleasure overwhelmed any discomfort, and he flooded them with much needed release.

“Intense,” said Vinyl between pants when she slackened.

“It...was quite nice,” admitted Tavi who had similarly almost been fucked silly, her face warped in bliss.

“You love it even more than me,” teased the DJ with a slap on her lover's even wider rump.

“Perhaps,” she replied in a whisper. “It's not my fault Spike's a more attentive partner than you.”

“Don't push it,” she answered with another, much harder smack of Tavi's ass that made her yelp. “Sure you don't want to try this again with Spike sometime? It could really spice up those lonely nights, let us party like it's the end of the world!”

“I...I will consider it. He is a rather excellent lover. However, I'm certain others are impatient for their turn.”

Rather reluctantly Spike pulled out of their now gaping, oozing pussies, and their rectums, relieved they were all satisfied. Of course they'd only be the first of many; with a stretch and yawn he prepared himself for the next round.

*****

“You all make such good little playthings," the sphinx said to rub in the fact that Sombra was far too weak to stop her. “Only alive because you entertain me.”

“And yet you haven't even offered us a chance. How do you expect to make sport of us without a fair trial,” reminded Sombra who knew such mythical creatures were bound by rules. He'd studied them extensively in his search for arcane knowledge, but hadn't heard much about the sphinx in particular, as aside from the reserved Somnambula her secrets were seemingly forever lost to the sands of time.

“A lot can change over the eons,” mused the sphinx who studied the trio with a head tilt. “You seem so certain that I am still bound by mortal rules~”

“You can try and tease all you want, but I know the truth. You're as much a prisoner as we are,” noted Sombra as some of his usual smugness crept in. “Why, from how it appears from here you're little more than Somnambula's pet!”

The sphinx hissed so loud it echoed through the chambers, baring her teeth. “I am no one's pet! Why, I have every right to decapitate you where you stand!" She seethed before taking a moment to relax her posture. “But...I can't just ignore a challenge.”

Her grin spread, seeing how the trio couldn't stop staring at her bulbous bared breasts, the wide nipples fitted with ring piercings. “Well, go on then, vermin! Tend to me if you're so confident.”

Inky and Pacific marched forward, draping their nude forms upon the swelled buds as they started to lick and fondle a pinkness that filled their vision. Purrs erupted from the guardian, flexing her wings and tail, while Sombra pondered his own approach.

Little whimpers escaped the sphinx when his concubines pulled on the rings, stretching her nipples. “Mmm.... Now that feels nice~! You both are such wonderful little whores, aren't you? I can see why your master keeps you around~!” She murmured, retaining her arrogant tone.

Sombra walked behind the guardian who was seated on her haunches. His lovers were already softening her up as he'd hoped, but it would be up to him to finish her off. Shooting the duo a tiny smile, he then turned to study the sphinx's ample flanks, her tail raised to expose her openings.

Lighting his horn, he used his aura to part them wide open, taking in the lovely view; a divine honeypot touched by so few, usually with dire consequences.

While it looked messy and very uncomfortable, he was determined to seek passage from the guardian. With a small breath, he cautiously climbed into her birth canal. “A-Ahh~! Wait, what are you.... O-oh~!?”

She whined even louder, her warm pink tunnel dripping over him. He started to massage her walls with tender strokes while his tongue lapped at her spongy g-spot directly. She squirmed and squeaked between them; eyes nearly rolling into her head.

“I think she likes it,” said Pacific between laps at a nipple that blanketed her view.

“Not bad for mere harlots,” quipped Inky between her own ministrations, saliva on her chin. “Master really knows his way around a woman's body."

By now Sombra had become quite skilled at pleasing his lovers. When he'd been a tyrant he'd simply taken what he wanted from mares in his country, often defiling them on their wedding nights in front of their husbands as he claimed first rights over them. The idea filled him with distaste, realizing it was beneath a true ruler. But he'd have to earn back any trust.

With a gentleness that he was surprised to discover in himself, he explored the sphinx's velvet cavern with soft touches and kisses; making her uncharacteristically coo. The other intruders who'd tried to tame her had either been far too nervous or worse concerned with their own pleasure, trying to put her in her place. By contrast, he treated her to loving caresses that put her in heaven.

He and his concubines worked together, not letting up for a second. Aside from Somnambula, it was perhaps the first time she hadn't been treated like a monster; the guardian's memories were hazy after such a long life. Carefully she rolled onto her back, knocking about coins and other scattered treasures, presenting her belly, her weakest spot, to them as a further test. It rose and fell in rhythm.

He realized many had probably chosen this moment to attack. But he wasn't certain his magic could overcome her anyhow, and besides, it would be rude to interrupt this moment of pleasure for her; especially when she could be a valuable ally.

Pacific and Inky climbed atop her soft mounds, pecking and nibbling at them, while he remained locked inside her, her walls shuddering while he continued to work her up, teased until she saw stars.

The sphinx wailed when she came, her lower half quaking and gushing out a small tidal wave of release that pushed him out and partially flooded the area. Her hindlegs kicked, and she pawed at the air, happily nuzzling his loves and bowling them over.

Laying in a puddle of her sticky ejaculation, Sombra smoothed down his thin, matted coating of dark fur, realizing the truth; like the Crystal Empire, this pyramid had similarly been frozen in time until the priestess had summoned it back.

Like him most assumed the guardian was evil, not that her hostile nature helped with that. He stalked over to meet Pacific and Inky who hugged him.

“You did well,” he said patting their heads before turning to the flustered guardian. “From the looks of things, you appear very satisfied, no?”

“I...I suppose I am,” mewled the sphinx who lazily rolled onto her belly, licking her heavy paws. “I never expected such gentle hands to touch me; especially from the likes of you. I'm...impressed. I can safely say you've earned my respect, Sombra...” Her eyes than dilated into sharp slits before she got up and pushed her paw into the treasury; only to pull out Bellatrix Primadonna from a pile of coins, the succubus wiggling in her grasp. "Unfortunately, the same can't be said about this nosey little tramp! How dare you spy on us. Give me one good reason not to bite your head off here and now!” She growled, her maw opened and read to devour the little hellspawn.

“W-Wait, stop! Please, I implore you,” he pleaded. “She's a friend.”

“I simply wanted to help my master,” said Bellatrix, struggling to tug her wings out of the sphinx's claws while gazing worryingly down her throat. “Okay, I admit I was rather curious...”

The monster opened her maw wider, ready to swallow her whole until a new voice broke through. “Halt,” came the command from the entryway. All eyes turned to Somnambula who strutted over with a cat of nine tails clasped in her fists. “They have passed your test, Sphinx! You must honor your end of the bargain or else face the price of your curse.”

“They have passed. This one didn't. I am free to eat her!” The sphinx insisted through dripping lips.

“I forbid it. Now stand down,” she commanded firmly. The sphinx growled in frustration before she dropped the demon, and she in turn relaxed her hold on the whip. "Are you unscathed?"

“Yes. Thanks. Really, I was going to help but figure I'd just get in the way,” said Bellatrix who sat with her legs crossed. "Uh, pardon the intrusion-"

Somnambula ignored her as she approached the three of them, a cold glare fixated on Sombra. “None of you should have come here! I expected you to respect and not disturb the priceless tombs and ancestral grounds of the people before you. Count yourselves most fortunate that it was only the Sphinx you had to deal with. This is a sacred place, and in older times, you would have suffered indescribably terrible tortures for such blasphemy. I am hurt, Sombra. You betray my trust.”

“Spare me of your hypocrisy,” accused Sombra, no longer caring about what power she held over him. He was getting sick and tired of this never-ending issue. "You haven't been honest with me either. All this time, you've talked about this great destiny that entwines our fates to Equestria's survival and yet have told me nothing of my place in it! Do you not think that for us to have a better chance of defeating the Eldritch, you should share your knowledge and predictions with us? Why the secrecy?!"

She sighed. “For one to know what they need, they must first have patience. I do not withhold my visions out of ill intent, Sombra. There are times and places for these events to be revealed...but perhaps now is as good time as any.” Her hips swayed when she maneuvered over to the guardian and petted her with a light smile. “I will admit, I did not predict you would best the Sphinx as you did. So as a token of good faith and to sever the doubt between us, I will share with you this...” She removed a tome hidden with the treasury, an ancient book that was impossibly preserved like it was brand new. “Read it. It will make circumstances here much clearer."

His eyes scanned the grimoire, the cover white with elaborate gold trim before looking back to the soothsayer; bowing his head to her. “Thank you.... And I'm sorry for the outburst.”

“All is forgiven, my king.” She smiled, half-lidded eyes coyly gazing over him before she turned to the sphinx and lowered herself to one knee, a hand clasped around her ankh. “When the time comes to face the Eldritch, will you aid us in our hour of need?”

The guardian swished her tail, pretending to consider it for a moment. “I suppose I should...” She used her cheek to nuzzle the priestess. “It will be fun to properly hunt again. To rend limbs from the Eldritch and let their meat and marrow settle in my belly. And I do so miss my freedom. This one's like me,” she mused flicking a claw towards the succubus. “More animal than woman. Loyal to herself first...unless someone's worthy to win her over.”

“You have my gratitude,” said Somnambula who kissed her temple. “Well then, so long as you take care not to desecrate these chambers I see no reason why you all can't remain. Feel free to explore at your leisure. Just take care not to damage anything, and make certain to return anything before you leave. I will now attempt to commune with Lord Spike about a new alliance. Time is of the essence. I suspect the Eldritch are almost ready to make their move.”

She moved away from them, settled into a lotus position, and emptied the contents of a bottle upon the space before her. Colored smoke rose in a ghostly manner while she attempted to reach out and commune with them.

The sphinx curled near her, away from the mess she'd made, licking her fur casually. He knew it could be sometime before she achieved any results. And while he wasn't thrilled about talking with Spike after being exiled, there were scant few options other than to try and sort this out as the end times grew closer.

Thus he sat surrounded by Pacific and Inky who took comfort in his presence but did their best not to bother him while he read. Bellatrix pouted a tad in disappointment, but soon stared at the grimoire in fascination, having a similar premonition as him; that this holy book was practically an opposite to the Necronomicon. Carefully he turned thin pages.

Yet he knew it could take a lifetime to decipher its secrets, the writing dense and difficult to parse, even for one learned like him. At best he'd probably do little more than gleam surface knowledge in the time allotted, but it would have to do.

*****

“It's our turn,” said Cadance after they had all taken a short rest. “What say we show him what we can do?”

“You're on,” answered Limestone. “Hate to toot my own horn, but I know how to party, mostly thanks to Pinkie!”

Their clothes dropped around them, Cadance's voluptuous frame soft and pillow-like; while Limestone was shapely yet built like a rock by muscles. Spike drank them in, admiring their bodies in different ways. Although certain parts of her were still marred, the Princess of Love was almost back to her former loveliness after her family had been tending to her.

“So,” said the Pie sister. “How do you wanna do this?”

Spike shrugged. “I usually let the girls choose. I'm cool with anything so long as we're all having lots of fun!”

“Heh, I'm okay with that. I usually like to be on top, but...” She turned to Cadance inquisitively.

“I usually let Shiny take control in the bedroom. It makes him feel powerful,” confessed Cadance with a titter as she raised a delicate hand to her mouth. “How about this?” She directed Limestone over to the bed, laying on her side next to her. “Don't keep us waiting, hero of the Crystal Empire. Consider this a long overdue reward for services rendered...”

“Plus,” added Limestone. “I know you totally had the hots for Pinkie!”

“Maybe a little,” he said unable to deny he'd found all of Twilight's inner circle lovely in their own ways. Granted it made his heart ache a twinge to remember the brightness Pinkie had always brought with her. The last Pie sister tried not to show it, but he was sure she missed Marble and Maud terribly too. He lifted up a leg on both of them, aiming himself for penetration.

Cadance's wings went rigid when he poked into them. She blushed furiously. “I.... Honestly, I've never been with a male other than Shiny.” She reached up and tenderly cupped his snout. “So let's try and make this special, shall we?”

He stroked her mane, playing with the curls at the ends, almost unable to believe he was making love to the Princess of Love. She accepted a pink flower from Sunset, then leaned into a kiss with Limestone, the duo chewing on it. A pink miasma blossomed out, and he breathed it in with them, their bodies soon pleasantly afire and ready for blessed release.

By now most of the room had cleared out, Octavia and Vinyl going off to celebrate some more, while Sunset decided to spend some time with Wallflower. Rarity and Sweetie left to work on more runes, until it was only Trixie and Beatrix who watched from the sidelines until their turn rolled around. He shot them a smile, steadily driving into the mares before him.

He hoped this wouldn't drive a permanent wedge between him and Shining, who'd proven one of his best lieutenants. The last thing the alliance needed was to be more divided in their time of need. Again he wished the situation with Sombra hadn't fallen apart so badly, that he and his followers were still standing united by his side ready to face the Eldritch.

“You're the softest mare I've ever met,” said Limestone as her breasts mashed upon her back.

“And you're the hardiest,” replied Cadance who tickled her chiseled belly.

Wet spatters erupted from them each time he railed them, his palms cupping around bouncing tits and buttocks. It pained him to see Cadance's horn in such a sorry state, a cracked nub that made it difficult for her to channel advanced magic. She'd learned to cast simpler spells with her hands, but it looked like she'd never be the same no matter how much she trained.

But she also tried to keep a warm, smiling presence, content to be with her loved ones and help however she could. She stared into his eyes, lips drawn in bliss, while Limestone grimaced, slamming her powerful ass back against his crotch.

“You can spank me if you want,” said Limestone with narrowed eyes and a flash of teeth. “But I warn you; you might just break your hand on these buns of steel!” She clenched them, taking obvious pride in a body she'd worked so hard for.

“I'll take that risk,” he answered landing a powerful slap on her backside.

While it was true his palm stung after delivering the blow, he'd also left a red handprint on her rump, which barely quivered under his slap. His tail rang out, and Cadance yelped when he struck her much softer cheeks, more of her juices running down his girths. “Don't hold back with me,” she pleaded. “Shining's always afraid to be rough, worried he'll hurt me!”

He hammered into them faster, the pair tightening, almost to a painful degree in Pie's case. She needed a lover tough enough to keep up with him, and he didn't intend to disappoint! Cadance however was rather easy to please; all she needed was warmth and attention, and appeared to like a male who was willing to take charge. He felt himself getting close.

“Are you two ready?” They nodded enthusiastically, and he continued to ram them at full-force, until his testicles started to churn. His elongated tongue reached out, circling around one of Cadance's udders and licking a nipple. His eyes turned to slits, his nostrils flared and spat spoke, and his muscles strained when he buried himself, firing into their uteri.

The force of his torrent made them cream with him, soaking the bedsheets which by now had to be routinely cleaned. He stroked their manes, holding them to him, their minds dulled from a shared orgasm. He puffed above them, still resting inside his latest mates. “You're so lucky,” said Limestone sleepily as she gazed up at him. “Pounding pussy for power ups!”

“Yes, but I believe he's more than earned it. He's taken care of so many,” murmured Cadance.

By now he'd bred nearly all the females here. Since Flurry Heart had decided not to participate, that left only the pair of witches. He'd need some time to recover, his sweaty muscles still rising and falling.

“What the-” Beatrix stared down at the eyes and mouths going haywire on her leotard. “Hey, what gives?”

Trixie pursed her lips. “Looks like they're trying to communicate with you!”

“Probably, but I don't really understand. Uh...” She jumped when an apparition materialized before her. Blinking a few times, she realized it was Somnambula, who'd somehow astral projected herself all the way here. “Huh, what's up?”

“Sorry to intrude,” said the priestess. “But I need to speak with Spike and you're the most powerful mage nearby.”

I'm here,” said Spike with a small blush when he withdrew from his lovers and marched over. “Sorry, excuse the-”

“Think nothing of it. We have far greater concerns. It's obvious your current base of operations can't be sustained indefinitely. However, I believe you and Sombra may help each other; as equals. We wish to meet at our pyramid.”

Cadance strolled over. “Wouldn't neutral territory be more appropriate?”

“Perhaps, but I wish to show you what I've unveiled. I believe our current fortress could sustain an extensive siege from the Eldritch, and we'll serve us well when we're ready to launch our attack.” Somnambula clasped a hand over her ankh. “I implore you, at least consider it. Twilight and Sunset can teleport, can they not? I will send the coordinates your way.”

Scratching his chin, Spike took mere moments to consider. “Okay, we'll hear you out.” In truth it was almost a relief to have them reach out, but he couldn't give in too easily or else he'd appear weak. Plus he trusted her only a little more than Sombra, despite knowing she had Equestria's interests at heart. Would she consider them pawns to be sacrificed in her game?

He doubted it was a trap, but he'd take a small party with him, and leave Ember and Smolder in charge. “Sorry to cut this short Trixie, Beatrix, but you want to see Sombra again anyhow, don't you? Maybe we'll have time for some fun there!”

“Yes,” said Beatrix with a small blush hiding under the rim of her hat. “There's much I still need to learn.”

“Trixie could use a chance to stretch her proverbial wings,” she said drawing her cape over her. “Let's get ready!”

After Spike memorized the coordinates and marked them on a map the projection faded. Maybe he should have discussed it with his lieutenants first, but he gambled if Somnambula and Sombra were straight with him they'd be able to form a more powerful alliance than ever.

One which he assured himself would enable them to overcome the Eldritch once-and-for-all!

Chapter 18

A small entourage arrived outside the pyramid, consisting of Dragon Lord Spike, Twilight, Sunset and those closest to them. Beatrix Belladonna felt her heart waver loudly in her chest while staring up at the monolith. The sand clouds rolled in to cover the party before the entrance creaked open to admit them.

From the darkness arrived Somnambula, the wind blowing over her silky dress and accessories. Behind her came Sombra, followed by Inky Rose and Pacific Glow, while Bellatrix Primadonna remained in the shadows to gaze at a distance. Silence and hard stares followed before Somnambula spoke up.

“Welcome, Lord Spike,” she greeted with a gentle wave. “I hope your journey proved safe. Come inside before anyone can detect our presence.”

Before Spike could retort, Beatrix ran flying to her mentor; tackling him down as she hugged him tightly. “Oh, sorry! Might have come off a little excited there!” She straddled him with rosy cheeks, though kept nuzzling into his warm body. “I just...I've missed you!”

A weak chuckle came from Sombra as he patted her head while returning her embrace. “And I you, my apprentice. I hope you haven't fallen behind in your studies. Knowledge is an endless search that can never be sated.” She nodded as she helped him back up while dusting themselves off.

The rest of them entered the pyramid, the entrance closing with a loud thud after everybody was inside.

“I mean, even if I were to slack off, we have time!” She said, sticking close to him, arm in arm while avoiding the envious leer of Inky. Sombra too was avoiding making any eye contact with the Dragon Lord as they marched into a narrow tunnel lit by torches.

“Neat place,” noted Spike who scanned the hieroglyphics. “Anything you can translate, Twilight?”

“Just a few. This isn't my field, but they're certainly fascinating! What about you, Sunset?”

She shook her head. “Sorry, haven't studied this subject at all. Spending so long in the human world really put me behind.” Turning to Wallflower she said, “But believe me, spending time with those I care about is never wasted!”

“Good to know,” said Wallflower who drew closer to her, awkwardly hunched in her tawdry cloak.

Their steps echoed through the corridors, the priestess leading the way, her transparent skirts sweeping around her ankles. Their shadows trailed over stonework adorned with more hieroglyphics, the air cool and dry as it rolled through the maze.

In time they came upon a banquet hall where a feast had been prepared. Tree Hugger and Fluttershy made pace to hug and meet up with their former harem. The sphinx sat in one corner, her eyes following the guests with her expression otherwise neutral. “Do not mind her,” said Somnambula. “Intimidating as she may be, she's merely the guardian of this pyramid. Since this is a discussion of equality, it's only fair everyone be present!”

They nodded, though a few gazed up anxiously while the sphinx licked at her paws with a playful glint in her eyes. Everyone took their seats at the table where various fruits, vegetables, and loaves of bread, many laced in spices and honey were laid out alongside water and wine. “A shame we can't have any meat,” the sphinx pouted. “I know you prey find it distasteful, but didn't dragons used to feast on ponies until it was outlawed by Celestia and Luna?”

“We were carnivores. It was only natural at the time,” Spike insisted, not taking her bait.

Trixie leaned back and kicked her heeled boots up on the table. “Comfy chair, wonderful food, Trixie could get used to this! So when are we all moving in?”

“Don't be such a pig mom,” teased Beatrix.

“Oh hush, my little hellspawn. It's time we all got to taste the good life!” She dismissively waved her away, then tried to reach for some food before Beatrix smacked her hand.

Somnambula chuckled. “Your mother has a point, my friend. This is a time of relaxation and celebration. Please, indulge yourselves.” Shooting her daughter a triumphant look, Trixie stuffed her face with both hands.

Beatrix shook her head before turning to the young pink alicorn. “I'm really glad you tagged along with us, sister. Oh! Or...should I be calling you that?”

Flurry Heart smiled and nodded. “Please do! Wasn't certain father would okay it, but he melts around mother!”

“Yeah, that sounds about right,” she replied sharing a laugh with her before she noticed Bellatrix hovering over them, arms folded under her bust. "Oh! D-Don't think I've forgotten about you, my other sister," she said sheepishly.

The succubus ignored her, gazing over the alicorn before reaching out to offer a hand, her creeping smile showing her fangs. "It's...Flurry Heart, right? Sorry, it's just...you and I didn't exactly get along in the dimension we're from. But I'm hoping we can change that this time around. It's...nice to be here on friendlier terms."

Flurry studied it a moment, uncertain about her approach before she shook. “Well, we can't help what we are. As long as we make it out together! A shame mother and father couldn't come with, though to be fair, it wouldn't be right to leave our home undefended. Plus father didn't want to engage in any contact with Sombra...no offense!”

“None taken,” said Sombra as he turned his attention back to Spike, the two sharing a neutral stare across the table. He wasn't the best when it came to easing tension, but they weren't going to get anywhere glaring at each other. So after sipping from a chalice, he rose and tapped at his drink to grab everyone's attention. “Pardon me for interrupting, but we should probably get started on our 'alliance'. The Eldritch have been rather quiet as of late and I don't think any of us believe that to be a good sign. If anything, they're making preparations as we speak for one final, desperate assault.”

"Agreed,” said Spike, rising up from his seat. “Now It's a generous offer to let us stay here and I really appreciate it. But I can't ignore that by doing so, I'm placing a lot of power and reliance on you and Somnabula. And quite frankly, you haven't earned my trust yet.”

Sombra glared, about to retort back before Somnabula rose and held her hand out to stop him. “That's understandable. But really consider your current position, Dragon Lord. Remember what occurred at the Pleasure Gardens? Rest assured, the outcome of their next attack will be far worse. I've seen glimpses of the disasters that occur in my dreams. And while your forces may far outstrip ours, we have a fortress the Eldritch would struggle to penetrate. Surely, the safety of your people is important, is it not?”

“Of course it is! I just...I..." He struggled, looking before the hardened gaze of the dark unicorn before him and the onlookers at the table. He sat down, picking at his food before sighing. "I need time to come to a concrete decision with my advisors."

“Of course. You're free to stay here for as long as you need it. I've prepared more than enough rooms for everyone. Consider this your sanctuary. And should any harm come to our guests while under this roof, may a thousand plagues fall upon us,” pronounced Somnambula in a fanatical tone.

“Hey now, no need for dramatics! We're just sticking around is all; seeing what we all think. Right guys?” He looked between Twilight and Sunset who nodded in unison. “Good. Now if that's all the business we need to discuss, perhaps we can all relax an-”

“Well, there is one thing,” admitted Sunset who stared down, uncertain whether she should share this as all eyes fell back on her. “The Dragon Lord has found a way to bolster his power. With enough energy stored, we stand a very good chance of wiping the Eldritch clean from Equestria. But to do that requires...w-well, requires him to sleep with a lot of female participants and... ”

"You're asking the other mares here to lay down with him, is that right," said Sombra, unimpressed feelings written on his face as he glanced back at the now flustered drake. "You must realize how bad that sounds, right? How after a bout of mistrust, you kick me out and only come back just so you can fuck the rest of my followers? And you're calling me villainous?"

"Hey! It was more than just a bit of mistrust," reminded Spike.

“Regardless, I refuse,” seethed Inky as she clung to her master's arm while glaring daggers at the dragon. “I am his and his alone!”

“I-I mean, I don't mind...” said Pacific who played with one of her twin-tails. “As long as my master is alright with it.”

“Naturally, I am willing to offer what assistance I may,” said Somnambula who brushed her ankh. “The sphinx makes her own decisions, though I hope she'll aid us in this endeavor."

The guardian merely shrugged with a nod. "Getting laid under two days? I don't see the down side~"

Diamond Tiara huffed at Inky. “If it means a chance in annihilating the Eldritch, I'm on board! We shouldn't let selfish intent keep us from acquiring a victory. I suggest we all accept the offer.”

“Sounds good to me!” said Cozy Glow. “After what the Eldritch did, I can't wait to tear them a new asshole! I'll make them pay for what they did to Tirek!” She slammed a fist upon the table for emphasis, shaking her plate and almost spilling her cup.

“Well, Sombra? Are you okay with this?" Beatrix asked, nervous about his reaction. The dark unicorn was brooding over the idea of sharing his harem with a former enemy, even for a single night. How dare they suggest such a thing to him after the way they treated him! And yet, he couldn't deny that Spike held tremendous power in terms of war. And if he could stockpile more...

Sighing, he narrowed his gaze back at Spike while he looked uneasily at him. "I think it's absolutely ridiculous you're required to sleep with a bunch of people in order to obtain more power.... But, if it's really the only method in doing so, I can't ignore the advantage we would hold. Very well, Spike. You have my blessing in bedding anyone from my followers.... On one condition."

Spike frowned hard. He knew it would come to this. "Name it."

"I think it's only fair I am allowed the same courtesy. If we are to truly trust and rely on one another, we shouldn't let petty squabbles or greed get in the way of what needs to be done. Consider this our first real step in forming a better Equestria for everyone. Deal?" He offered his hand forward.

Spike bit into his lip, glancing at the worried glances of Twilight, Sunset and Wallflower. As a dragon, he was naturally greedy and lustful. But Sombra wasn't in the wrong like he wanted to believe. He was still guilty for casting him out. And it was only fair that both be open to sharing their harems.

"Alright.... No more secrets or mistrust. As long as we're completely open with each other, I'll allow it. I still have to discuss it with my lieutenants to finalize it, of course." And with that, the two shook hands firmly as their respective groups muttered among themselves until they sat down to continue eating.

This would be hard on him, Sombra realized. Much like Spike, he was quite possessive; especially of Inky in particular. And while it pleased him that she resented Spike, judging by her constant glaring at him, it couldn't stand in the way of their common goal; no matter how much sharing Inky left a bitter taste in his mouth... “Your loyalty touches me deeply,” murmured Sombra, drawing her attention to him momentarily. “I understand your sentiment, I don't want to share you with anyone. But if it meant stopping the Eldritch, would you..?”

“I.... Ugh. I can't stand him,” seethed Inky leaning her head to rest on his shoulders as he offered her a strawberry to munch on. “But...I'd do anything to help you succeed...”

“Then let it slide...” He whispered, caressing her cheek as he munched on the fruit she offered him in return.
"Less we forget that this behavior is how Fleur de Les grew crazier after her own beloved passed. And I'm certain you do not want to act like her, yes? For now, let us indulge ourselves.”

He cupped her bottom possessively, barely contained under thin transparent spiderweb-pattern silk. She sat in his lap, arms clasped around his neck; and shot Spike a dark look from the corner of her eye. Placing a cherry between her cleavage, she poured a spicy wine over the spilling out flesh, which he lapped up slowly; a reminder to the Dragon Lord she belonged to her master. Spike merely continued to drink himself, his claw holding Twilight close to him.

With all that cleared up, the rest of the feast proceeded very smoothly.

*****

While everyone had separated to explore and get comfortable in the Pyramid, Beatrix and Sombra went below the lower tombs to continue some much-needed training. While sitting away from him on glittering riches, Beatrix attempted to parse her feelings. She kept staring at the dark stallion then bashfully half-turning when he returned her stare.

What's wrong with me, she wondered? It's like I'm a kid all over again! I can't be in love...can I? I mean, I've never had anything more than a casual relationship and more than a few bouts of causal sex, but why him in particular? He's only really dark...and mysterious...and determined..and handsome, smart, strong and packing a huge di-

“Beatrix, are you listening?” His words snapped her back from her reverie. His brows were narrowed while he was leafing the pages of the holy book. “I understand you've missed me, but you really need to take this more seriously. Spells of this caliber could prove dangerous if done incorrectly!”

“I-I know that!” She giggled sheepishly. “Sorry, I'm easily distracted. Something I probably inherited from my mom. You have to admit though, this place is pretty amazing! I've never seen anything like it!” She laughed nervously, wishing she'd shut up but the words kept spilling out, barely able to concentrate in his presence. Pulling her hat over her face to hide a full-face blush, she sighed.

Sombra rolled his eyes and took her hands into his. “It's hard to be mad at someone with the attention span of a child, though I suppose that's not your fault.” He massaged the tops of her hands. “I find this...and you, to be very important to me as I've never had an apprentice before. Magic is something I can't share with most of my lovers, as Inky can't preform it and Bellatrix would get too impatient for these sessions. No, our bond is a lot more special; far more than just a connection to the Necronomicon.”

“Thanks...” She steadied herself, smiling at him brightly. “Just...let me know if I eat away at your study time!”

“Not to worry, I tend to study very quickly. Besides, teaching you should help me advance in learning all I can from this tome.” The gold and riches around them were almost blinding, so they'd situated themselves near the shadows.

The sphinx watched nearby, head resting on her furry paws while she lounged. Sometimes she'd open a single eye to check on the pair every once in a while.

Beatrix plucked up a shiny coin and stared at it. “Shame we're not allowed to make love here...”

“Heh. Funny, Inky expressed similar sentiments,” he said with a chuckle.

The sphinx flicked an ear. “I suppose I could look the other way, just this once. Consider it a thank you after that most satisfying little session with you and your harlots. Hell, I might still be in a nice mood to give you time and invite them here,” she suggested while returning to licking a paw.

Beatrix recognized she was the capricious sort, like the she-demon, and knew she'd take it as an insult if they refused. “Sure! Oh! But wait.... I'm, well, supposed to sleep with Spike. Just for the war effort, mind you. Maybe a little later?”

“Up to you. I'm sure you can make your own decisions. I don't mind halting my studies for a moment,” said Sombra as he gently closed the tome and pulled Beatrix with him. “Why not tend to him, then return here? I'll also be back soon.”

The sphinx considered it. “Sure, I can afford to be patient.” Digging out a heavy treasure chest that would take several stallions to shift, she batted it between her paws like a giant ball of yarn, staring at it intently.

Unable to help but stare while Sombra disappeared, Beatrix continued to sort conflicting feelings. “Is it true love? Or merely infatuation?” She laid a hand over her heart, listening to it beat. “I'm so confused...” She dug her nails into her knees while sitting cross-legged, rocking back-and-forth on her buttocks while reminding herself how much her father would disapprove. She also couldn't get in between him and Inky, no matter how much she might want to.

“It's not meant to be...” She chided herself with a melancholy smile. She left to seek out Spike and Trixie, in a mix of anticipation and anxiety.

*****

Choosing a spacious room for himself, Spike stretched out on a wide bed, pops sounding while he loosed his knotted muscles. He'd removed his armor and placed it aside, down to merely his loincloth. The area was free of decoration; just polished stonework he could faintly see his reflection in. His eye popped open when clicks of heeled boots approached.

Trixie and Beatrix arrived hand-in-hand. “Welcome to the Great and Powerful mother-and-daughter team's show,” they announced in unison, spinning as one and letting their capes whip about before taking a practiced bow.

He sat up and clapped. “Bravo! You're perfectly in sync!”

“That's merely the start,” assured Trixie. “Ready, my little hellspawn?”

“Ready!” With a hand wave, the duo banished their entire costumes, baring themselves to him. They were well-matched, practically twins in some aspects, but he could see the touches of Twilight Sparkle in Beatrix's features. It was hard for him to wrap his head around her convoluted origins, let-alone the different versions of himself she'd talked about.

But that hardly mattered when they sidled forward, pushing him back into the sheets, and lowering themselves before him with shared grins. Each one took one of his swelling members into a fist, loosening his loincloth until it fell away. They rubbed his slimy lengths upon their cheeks, smearing his pre across them and breathing in his musk. He studied their swaying, hanging breasts, their heart-shaped bottoms when they bent forward, and they opened their lips, taking his tips into them. His tiny bumps made to please females and widen their cervices tickled their throats.

Their wide eyes met his own while they started to noisily suck. His claws rested atop their heads, driving them down, his tail twitching in excitement. They were teasing him, licking around his girth, drinking up his salty, steady release with lewd slurps. Much as he enjoyed them servicing him, he knew he'd have to breed them directly to empower himself; this was mere foreplay to the main event. He breathed a dark plume of smoke, bucking his hips, barely able to contain himself.

Lulamoon popped off his dick, still holding it in a fist. “Think we've teased him enough, little hellspawn?”

Belladonna removed herself too, idly stroking him. “I suppose~” They shared a conspiratorial wink. They crawled forward, and settled atop him, her backside facing Spike while Trixie sat before her, both guiding his twin cocks into him. The mother-and-daughter team started to make out, caressing the other, while he thrust up into their slimy birth canals.

“Ooh, he's nice!” Trixie squirmed and laughed. “Almost worthy of my Great and Powerful ass...”

“Make that two Great and Powerful asses,” chimed in Beatrix with a giggle. She bounced her buns atop him, letting them jiggle and smack. He cupped one of them, sliding his thumb up her warm backdoor, which she clenched around him. "Nice. Don't be afraid to experiment, Dragon Lord, as we may not have another chance at this!"

They slammed down as one, burying himself so deep into them he broke their barriers and bottomed into their wombs. Of course it was all part of their shared plan, the bulges distending their stomachs a tad in their shapes, pressing their bellies together to massage his girth. Whatever pained they felt was almost drowned out by shared pleasure. “F-Fuck,” he cried twitching and ready to blow his load inside them, his balls aching and boiling like a volcano ready to overflow.

Their breasts mashed while they leaned into a kiss, tongues wrestling for dominance. Unable to hold out any longer, he cast his head back and coughed a few small emerald flames, violent spurts shooting up into their cores. Again he pushed another pair of mares over the edge, slathering him in their own juices in a shared climax that echoed through the interior. “Mmm not bad,” whined Trixie when she started to come down, eyes crossing and a stupefied smile on her snout.

“Admit it...it was fantastic,” teased Beatrix who enjoyed the little ridges digging at their insides. "Just like the unstoppable team we make!" Granted she missed a stallion's flare, but she considered this a treat before Sombra was buried once more inside her, making her titter in shameless glee. Casual sex was always nice, but she wanted something...more.

Patting the pair on the butt, the witches finally rose, their cunts oozing onto him when they freed themselves. Figuring it was only fair, and still rather aroused themselves, they once more attacked his half-flaccid cocks, licking them and his testicles clean. As a final treat to him, they gargled a mixture of his and their releases, mixing it between their mouths and passing it between them before they slowly swallowed down the salty spunk which warmly settled into their tummies.

Laying back, he enjoyed the rest of their show put on for his benefit. Already this place almost felt like home. But Spike knew better than to let down his guard too much yet. No matter how well fed and laid he was, he reminded himself his potential allies had the advantage here. Perhaps this was all part of Somnambula's plan to lure him into a false sense of comfort until she could maneuver the alliance into her desired position?

*****

“It's so close to what I've always dreamed,” said Inky excitedly; dropping her gown and wiggled her toes over the cool coins that clinked below. She looked to the sphinx for permission before picking up a jewel-studded tiara and placing it atop her head with a smile. “Now if only you'd claimed me as your Queen already and let me carry your foal in my womb...”

“Don't forget getting rid of those nasty Eldritch,” chirped Pacific who shed her own scant attire while admiring the countless jewels and treasures. "Ooh, how pretty!"

“It's only a matter of time. Everything's coming together,” reassured Sombra as he removed his armor and undergarments. Bellatrix was flapping nearby, already naked like always. Cozy Glow and Diamond Tiara had also joined them, similarly denuding themselves and rolling around in the piles of treasure with wanton glee. Fluttershy and Tree Hugger had stayed behind, the latter with quite a bit of reluctance, to meet back up with Spike's crew for the moment. “Again, I must thank you for allowing us the privilege, Sphinx.”

"As long as you come and visit me more often~" She winked at him, curled up on her trove. "Otherwise, I may eat you yet."

“Golly, if only there was a way for you to take us all at once,” said Cozy with a flutter.

“Maybe I can help with that,” called a voice that echoed through the treasury. Beatrix strolled down with Somnambula close on her heels. “How about a little celebration orgy before we seal the alliance? Well, not sealed yet, but I'm sure we're getting there with Spike! I certainly showed him a nice time!” She whistled with a wink, wandering to her teacher.

“I must admit, I was looking forward to seeing this path play out~,” said Somnambula. “As long as no dark magic is cast in these sacred chambers.”

“No worries about that! I'm kinky, not evil!” She snapped her fingers, causing her costume to dematerialize.

“Many of the kinks you have could be considered wicked,” the priestess teased while offering her oils and incense.

“Nah, those are just basic tricks. Time for something a little more advanced! Ta-da!” She seemed to pull a recently brewed potion out of nowhere. “Flurry helped me whip this one up quick! Go on, teach, take a drink!”

“This had better not be one of your juvenile pranks, I swear...” Sombra hesitantly picked the bottle up and scrunched his nose at the bizarre odor. "And don't call me teach." After a moment of debate wither to go through with it or not, he shrugged and took a sip. Immediately his loins started to burn. “What in the-”

Suddenly a second stallionhood sprang from him above the first, making him wince as his groin momentarily burned while his flesh twisted into place. The sensation quickly passed, replaced with a new ache; a new need to desperately breed the menagerie of fertile females close by, his amorous nature doubled with this new tool. He touched it with a sense of wonder, watched the vein-lined rod twitch and shake back into place.

“Don't worry, it's temporary! Now you can take two of us at once! Or stuff both our lower holes, if you prefer.” She shot him a lewd smirk. “Wouldn't suggest trying more than that, though. Don't know what the results might be!”

“Pft, child's play~,” said Bellatrix who collapsed her wings into her back and shift her flesh back to help fill out her physique and crafted her own penis which she stroked. “Mmm, which of you little bitches in heat wants to test it?”

“Oooh, me!” Cozy flitted over. “Come on, Diamond Tiara, don't be shy!”

“Fine, fine.” Tiara walked over to join her. The unclothed pair knelt before the smarmy she-devil, sharing her newly born cock between them. She'd chosen one similar to her master's, her flare already oozing over their snouts and into their mouths. Suckles started to fill the air while they mercilessly worked her over.

“Good little bitches,” taunted Bellatrix in a playful manner. Her heavy breasts heaved, staring down at the submissive mares. "You exist to serve and please me. Now lick up every last drop and don't you dare spill any."

“Ohh, I like her~! Reminds me of me when I was free to move about,” mused the sphinx with a snicker.

Somnambula set up the incense and lit them, perfuming the atmosphere with aphrodisiacs. She made the rounds, rubbing oils into the flesh of his concubines, not sparing any of them including herself until their supple skin glistened in the light. The sphinx nuzzled up to her, and she stroked her fur, rubbing some of the oils into the ancient guardian too.

“Mmm, I don't see why I can't participate,” said the sphinx who stroked her keeper's bared and shimmery skin. She suddenly bowled her over with a paw, spreading her thighs open and taking a sniff of her crotch before she carefully started to lap at her lower portions. “A pussy for a pussy,” she chuckled to herself with half-lidded eyes between laps at her lower orifices.

Inky threw her arms about her master. “Ready to make love in these riches?”

“Indeed my sweet little pet.” She dragged him down with her when she collapsed onto a pile of coins, rattling them when he sunk his cocks into her warm holes. She fluttered her wingspan, moaning when he started to take her. He focused all his attentions on her, to assure her that even after she slept with Spike he wouldn't adore her any less.

“Drat,” mumbled Beatrix with a jerk of her arm across her chest. “Was hoping I could take a turn with him, but it wouldn't be right to get in the way. Guess that leaves us, huh?” She grinned at Pacific. “What's your pleasure?”

“Er, well, having a dick doesn't really appeal to me, even for a short time,” admitted Pacific who seemed similarly disappointed she couldn't jump in with Inky. “But I wouldn't mind you testing a pair of those on me, if you get my drift!”

“That I do!” Beatrix took a small swig of the brew, huffing in satisfaction while she wiped excess from her lips with the back of her hand. Pretty soon her flesh realigned itself, until she sported her own pair of stallionhoods, practically with minds of their own compelled to be buried in the closest moist holes and cut loose. “Oh fuck, I'm horny now! Hee-hee.”

“That's okay!” Pacific lowered herself to all fours. “Rut me like a rabid beast in heat!”

“You asked for it,” called Belladonna who landed a hard swat on her rump. She drove both her shafts into her tunnels, lubed up by the slick oils, kneading a bouncy breast and buttock between her fingers. “Damn, no wonder Sombra and Spike want to fuck every nubile female in sight!” She strained from a rush of pleasure overload, fearing she'd let loose far too soon at this rate, unable to restrain her hips which seemed to almost slam in-and-out on their own.

“Oh yeah! Ride 'em, cowgirl!” Pacific laughed and snorted, waving her ample backside about. “Ever heard of twerking? It was this new dance craze back before, well, you know!” She wiggled her posterior faster, making the flesh loudly clap.

“I love your honesty and enthusiasm,” called back Beatrix while she continued to slam her hips against her bottom.

Meanwhile, Sombra leaned into a kiss with his beloved, contented to see them all so happy, himself included. He wanted to believe it could all work out. That whatever sins he'd committed he'd be able to pay his dues and move on. But still there was the familiar creeping doubt that fate simply wouldn't allow it, that he might end up losing all that he'd come to appreciate; almost like his fortunes had temporarily reversed so they could cruelly be ripped away.

He brushed such gloomy thoughts aside. There was simply the moment he was living in. Screw whatever doom-and-gloom waited around the corner. He'd made the most of his life, no matter what cruelties were tossed his way!

His eyes briefly locked with Beatrix's, now recognizing the feeling of wanting to be where Inky was. And not just physically, but emotionally. It saddened him as he'd come to value all his lovers. His apprentice and future Queen were equally important to him, but he'd made his choice. “I love you,” he confessed to Inky, no longer afraid to open up to her. Completely unlike how he'd treated his first love. “I'll never betray or abandon you... Not like the first mare I ever loved...”

*****

Figuring the trip would last a few days, Beatrix decided she'd done her part, and pulled aside Flurry, Trixie, and Sunset. “Pst! Hey...” She softly cleared her throat. “I have an idea, but...I'm not sure you'll like it.” By now most of the banquet hall had been cleared, messy dishes and half-eaten food left about, as many of the guests had retired sleepily to their rooms.

“Don't worry about it,” said Sunset who laid a hand on her shoulder. “You did take care of my diary, so I trust you.”

Beatrix nodded once. “It's about my family. And Sombra. Ever feel like you never have enough time? Like there's so much you want to do you have to rush it all?" She kicked a booted foot and stared at it pensively. "It's silly, I know, but I have this terrible premonition these days are about to come to an abrupt end.”

“I feel it too,” said Sunset who held her shoulder. “But there's not much we can do about it.”

“I'm still not strong enough,” she replied with a shake of her head. “Not by a long-shot. I'll need a lot more to beat the Eldritch. So, about that. I also want to spend some time with my family, and just maybe I can do both? Daddy.... Er, Shining Armor might not like it, though.”

“Whatever it is,” said Trixie who tapped a foot impatiently with hands on her hips. “Spit it out! It can't be that bad!”

“You see, it's like this...” She rubbed her fingertips together. “When I ran away I traveled to this barren dimension the Eldritch had stripped pretty much clean. It gave me a sense of clarity, and a chance to train with Sombra for a while. I want to return there with my family, let them see Sombra teach me firsthand, let them know he's not all bad, not now!”

“And you want me to take you back to camp to fetch your parents? Sure, I can do that.” Sunset's smile widened.

“Wow, really? Oh, thank you! But I am getting ahead of myself. It's not like I've asked Sombra if he's up for it, either. Still, time passes differently in that other dimension, so if I play my cards right it will be like I've barely been away for any time at all! I can spend extra days with my loved ones, get in some training, and hopefully be fully reset when it's time for war!”

Sunset said, “You have it all planned out, don't you?”

“Sounds like a wonderful idea,” said Flurry who took her sister's hands.

“Trixie would like to spend more time with the herd...” She still felt out of place even now.

“One condition,” broke in Sunset. “I'm part of this, so I want in, too. Hate to leave Wallflower alone, but she'll understand. I hope. Besides, I'm no slouch with magic, either. Maybe I can help teach you a thing or two?”

“Anything at all would help,” answered Beatrix with a wink. “Best we hop to it while we can!”

A short time later a scene she'd once only dreamed of came to fruition. She carved a path from one reality to the next, with her loved ones all in tow, including Bellatrix who'd insisted on tagging along. Not that she minded, hoping that her two sisters would come to love or at least tolerate the other, but thus far they'd remained rather distant and preoccupied.

They stepped through the rift between worlds, some with the same sense of wonder she'd first experienced. At first glance the barren, permanently night time desert was beautiful; until they remembered it was the Eldritch who'd caused this. But the pale moon hung suspended surrounded by a sea of sparkling stars, a cool wind routinely rushing over them.

For a moment nobody spoke, taking it all in. Her own feelings were mixed looking upon it, a constant reminder that death and destruction might potentially follow her everywhere; but she'd done her best to keep smiling, to try and make things right. How responsible was she for this, really? Did she truly deserve their love, even now? She wiped her face, trying not to pity herself. Wherever she looked it was an endless ocean of sand which shimmered under the light.

Around her, they were setting up camp near the downed caravan, which Trixie studied, trembling a little when she saw it half-buried in the dunes. Logs were levitated over, mostly petrified ones as the majority had rotted away, and they seated themselves around a campfire which Sombra lit. “I'm sorry Beatrix,” said Cadance. “It must have been so hard.”

Beatrix shook her head. “It's nothing compared to what you and Flurry endured! Now that had to have been so horrible...”

“At least we have another chance!” Flurry spun her sister to face them and took her hands.

“I mess up a lot,” admitted Beatrix. “But I'm getting better at controlling where I hop between dimensions, at least!”

“So...Trixie is dead in this Equestria...” She visibly paled. “Hope we don't encounter my skeletal remains!”

“That's unlikely,” said Beatrix who'd long buried them but felt it best not to share that. “Sorry, I didn't mean to make this so morbid and melancholy. I wanted to spend some time with those closest to me, and here we all finally are!”

Shining Armor sized up Sombra and said, “I still don't approve of this...but maybe we can make this work out when the time comes.” He offered a hand and the sorcerer accepted it, shaking to seal their reluctant truce.

Cadance walked up beside him and whispered, “You're not sore about Spike I hope...?”

“No, it was necessary. It's a crazy world, especially these days. With everything I've seen, I know better than ever we'll have to put aside our differences if we want to make it through this. The last thing I want is to see this repeat!” The Paladin waved at a landscape that made the one he came from appear lively, moonlight making his full suit of white armor shine. “I don't even want to think about how many those monsters have butchered!”

“Calm down honey,” said Cadance who embraced his midsection from behind and laid her head on his shoulder. By now her plume had almost fully regrown with help from soothing balms provided by her sister-in-law. “You saved us, and we're all here together. Think of this as a chance to start afresh. At least we can relax for a little while longer.”

“True. Sorry. Just hate to feel so helpless.” He kicked up a sand pile with a boot.

“Feeling a little out of place?” Beatrix asked Sombra who she pulled aside. “Don't worry, I'll protect you!”

“Funny,” he replied with a low scoff. “Since we're all being open, I must confide I'm a little envious. The mares in my life are the closest thing I have to a family, and even then, Inky Rose and Pacific Glow are the only ones I can truly trust. Tree Hugger isn't really the mare we knew, and as for the rest of them, they might abandon me at any time for a number of reasons.”

“Well, consider this your chance to bond with me some more! I want you to spend time with my family, to show them you've changed, and maybe teach me a little more if that's okay.” She held his hands, staring at her feet. “Plus, I...I'm scared of what'll happen when we face the Eldritch. Lots of us are going to die, I know it. I want a chance to feel normal for once.”

Tenderly he cupped her face and raised it to meet his unusually warm gaze. “Very well. You've learned a lot in our short time together, but are nowhere near your full potential.” She took his hand and let him back to the camp where the others were chatting and relaxing, Sunset laying out a number of supplies she'd packed which included food, water, and blankets.

Atop the caravan perched Bellatrix like a gargoyle, hunched up and studying them with her strange glowing eyes. Like him, she too felt out of place, despite repeated attempts by Beatrix to wave over her and Sombra into the fold.

They took their own seats, Sombra continuing to linger back a bit like he was unwelcome. At times like these he felt like a wolf among sheep. Beatrix stayed between him and her kin, keeping them as close as she could. He accepted a cup offered by Sunset and took a sizable drink, brooding over past mistakes.

“I've done a lot of terrible things to you all,” he admitted staring into a crackling fire that lighted their features. “I only saw you as unworthy usurpers...” He nodded to Shining and Cadance. “And I attempted to kidnap you when you were but a baby...” His gaze turned to Flurry. “I was tempted to twist your head around, simply to see the pained reactions on your parents' faces. Beatrix and Bellatrix, in particular, have experienced a number of my terrible crimes firsthand.”

Sunset touched his arm, and he forced himself not to flinch away, knowing she was searching for his feelings. “I can tell you're being honest. You truly do regret your actions and want to change. I was there once, too.”

“But my sins are far worse. To the point where even I think I'm beyond redemption. And in most cases, I prove them right.”

“You don't need to confess to us,” said Cadance sympathetically.

“It makes him feel better to air it all out,” said Sunset in a shared understanding. “Doesn't it?”

“...yes.” He stared at his reflection in the wine, wondering if he'd drank too much. But this session had proven rather cathartic. He strained his face, struggling not to shed bitter tears as the weight of his crimes settled upon him. “I've done unspeakable things in pursuit of power. Betrayed and enslaved my people, violated, tortured, and executed them...”

Beatrix trembled, wanting to cover her ears and shut out his words, despite already knowing what he'd done and was capable of. It almost made her feel culpable, to love such a stallion. Tentatively she held him, trembling, and wiped a stray tear that escaped him, the cup slipping from his grasp and blood-red wine spilling across the sands. She quietly sobbed and sniffled, pressing his cheek to her bosom and rocking him, able to accept him as she felt fatally flawed herself.

“Sombra, I...I...” She wanted to confess her own feelings towards him, admit she was in love with him, but bit her tongue for Inky's sake. That would only complicate matters. Being his student and perhaps a close friend would have to be enough. "I'll always be there for you. I promise. I'll help you every step of the way, okay...?"

“This shouldn't be a sad time,” reminded Sunset with a soft smile.

“Agreed,” chimed in Flurry. “I can't stand to see anyone cry, especially my sister!”

“Heh, Indeed. It's not like me to get emotional,” said Sombra who gently pushed Beatrix back. “I'd ask you for permission to teach your daughter, but Beatrix is a full-grown woman, and capable of making her own decisions. Still, I believe she's never really had a chance to live; that most of her life has been filled by strife, some of which has been caused by me.”

“I don't think she'd change any of it though,” called Bellatrix. “Well, maybe aside from the torture and death stuff...”

“It's true. It made me who I am.” Belladonna wiped her misty eyes with a smile and hand on her heart. “All I have to do is look down at my costume and remember I'm, well, a little weird.” At least the eyes and mouths were dormant for the moment. She played with the almond-shaped Prima Materia, another reminder of what she could ultimately become.

“I think it's a wonderful idea to teach her,” said Cadance.

Shining nodded. “I'm okay with it, too. Whatever helps. Plus it's hardly my place to push anything on you, sweetheart. I'm not even your real dad, much as I wish otherwise. Sorry, he wasn't able to stick around for you.”

Belladonna pressed a fingertip over his lips. “You're just as much my daddy so far as I'm concerned! And the one I knew was a champion who laid down his life to save Equestria! I'm sure you'd do the same if necessary, not that I want that!”

Trixie listened in, swaying and almost stumbling, having downed too many drinks herself. Her face was red and her eyes glazed, hiccuping when she said, “Our little hellspawn...makes us proud!” She raised an empty cup. “You wanna teach her, Sombra? Go ahead...” She strained not to slur words, caught by Shining when she nearly took a spill and leaned on him.

“Careful now,” he said holding her in his strong arms.

“H-Hey~.... You should make love with Trixie~” She giggled between hiccups, yanking on her top and letting her breasts fall free. She swayed the soft orbs back-and-forth, topped by wide nipples that stiffened in the breeze.

“Don't think this is the time,” he replied with an uncomfortable smile and a stare.

“Think you've had more than enough,” said Sunset. “Don't forget, you have a baby on the way.” She looked to the others. “Don't worry, I'll prepare a potion that will sober her up and make sure no harm comes to the child!”

“Magic sure is convenient,” noted Flurry.

“Yes... and when you're ready, my apprentice, we'll resume your training.” Sombra looked to the rest of them. “Any of you are free to participate, whether as fellow teachers or students. I've coveted secrets all my life, but that's hardly an option if we wish to deal with the Eldritch. Knowledge must be shared and our power expanded, thus it will multiply exponentially.”

Within the hour they formed a circle around Sombra and Beatrix, who sat facing each other. She suddenly felt self-conscious, all eyes upon her, Trixie now almost back to her normal self after drinking down a remedy Sunset offered. Bellatrix and Sunset decided to aid in helping him teach, as Cadance and Flurry needed help learning to cast by hand and that she specialized in; whereas Shining decided to practice his swordplay instead.

Surrounded by so many comforting presences, and a rare sense of normalcy, Beatrix felt more encouraged than ever to pursue her studies. She tried not to show off too much, which proved difficult when those closest to her were there, and to her embarrassment, she fumbled a few times; fortunately, her teacher was patient and praised her when she excelled.

“Well done! You're coming along quite well” observed Sombra.

“Thanks teach! You too. I always knew you had a softer center somewhere deep down,” she teased.

“You can refrain from calling me that, however,” he replied sternly then softened his expression.

She smiled, aware he enjoyed this as much as her. Fingerless gloves wiggled her digits, sparks of energy rising about them whenever she duplicated his movements. She calculated they could compress a week of training into a day. But would it be enough? She decided it would have to do. A multitude of prismatic colors and odd sounds filled the air while they worked, which reflected off the circle while they tested themselves over the hours.

Rising, she took the lead and her mother followed, perfectly in sync despite the fact that Trixie couldn't quite match her craft. But rather than a point of contention and jealousy, Lulamoon was giddy to see how far her daughter had come, filled with warmth to see how much she'd accomplished. “Let's show them what we're capable of,” said Trixie. “Shall we?”

Belladonna beamed with her, thankful she'd bounced back so quickly and easily from her inebriated state. “You're on!” She was reminded of her childhood, on the road to make ends meet with her mother, who'd taught her tricks and how to survive the mean streets. She'd never had any formal education, but knew her mother had always done her best.

While she'd been born into a hellish world, forced to grow up too fast but never able to emotionally mature at all, she didn't want to regret a moment of it. By now all the others were watching them in awe, doubling her determination to strut her stuff! For a rare moment, she could almost believe it would finally all work out!

Chapter 19

Sombra felt guilty. Extremely guilty. With all his talk about earning trust, he couldn't leave his feeling of wanting to know more alone when he swiped the holy tome. Bellatrix Primadonna had served as a suitable distraction and partner-in-crime, allowing him to spirit it away during their small orgy. Whenever he was away from the camp, who were busy celebrating, he'd seek a lone spot and quickly crack it open with trembling fingertips.

What was the worst that could happen? Somnambula's and the Sphinx's wrath if discovered? A curse from long-dead pharaohs? Whatever the case, he didn't care, so long as what he learned from this white grimoire aided in their quest to defeat the Eldritch. Sombra remained seated in the shadows, taking in passing every word and secret he looked through, while the succubus was playing lookout, as he wasn't sure even his apprentice could be trusted.

It had been a long time since he was so obsessed with learning so much. Not since his youth when he'd first cracked open and started to decipher ancient manuscripts filled with arcane knowledge. He was also reminded of the Necronomicon; it was like a drug that he couldn't break the habit of reading over once or twice.

Supposedly, this was a holy book, and he entertained some doubts about what casting some of these spells might do to him, a well-known sorcerer of the dark arts. And yet, he couldn't deny its potent magic.

Unfortunately he couldn't be absent long. The she-demon subtly flicked him with the spade of her tail, drawing him away from reading to shut the book and hide it away. “Teacher,” called Beatrix Belladonna. “Rested and ready to train some more?”

“That I am, student,” he said, slowly rising. “But are you?” Saying that he spun and pointed in her direction, shooting a bolt of lightning from his fingertip, which she barely raised an invisible barrier in time to deflect. Sparks bounced, and a hiss sounded, leaving a scorch mark and small fire on the dunes. “Perfect reaction... But still far too sloppy. You must be aware and ready to cast at all times.”

She shook her hand about, blowing on it. “Hey, I think I did okay! What say you, sister?”

Bellatrix scoffed. “By the time you finished a barrier, I could have done that and counter-attacked.”

“Well, I'm glad you're feeling confident. Because you're training with us,” Sombra stated with narrowed eyes. He had to remain firm with them as he couldn't afford to show them mercy when the dark hour was fast approaching. Whooshes sounded, and the dark skies were illuminated when he started to rain down spells; and they raised their hands, casting their own in an attempt to keep up.

“Look at them go!” Flurry ran up to the sidelines with her parents and Trixie nearby.

“Perhaps the Great and Powerful Trixie should join the fray,” she announced with a flamboyant pose.

“I'm not sure that's-” But Sunset's warnings were ignored as the stage magician marched onto the blackened filed.

“Yikes!” Trixie jumped when she nearly got struck by a stray bolt, sparks snaking over sands which partially turned to glass. However, she quickly recovered and marched up beside her daughter, copying her moments as they channeled together.

“This is exciting! With you all together, this will almost be a challenge for me!” Bellatrix had fallen in line with the mother-daughter pair, and even altered herself to match them; soon she resembled Trixie too, only with a light pink shade to her skin and long stringy curls of a brighter tone. He assumed it was an attempt to fit in better, much as she had when Bellatrix and Beatrix had become close in their home dimension. He recalled his brutal murder of her after she turned on him, pangs of guilt gnawing at him.

“He's open! Strike now!” shouted Trixie, and the trio unleashed a barrage of the elements.

“Damn,” gasped Sombra, who raised a shield with both hands, his boots skidding and kicking up clouds while he was pushed back under the full fury of the trio. His horn crackled, threatening to snap under the power he summoned in his defense.

“Oops!” Beatrix lowered her hands. “Sorry! Wasn't trying to kill you there..!”

“Heh. It'll take more than that to do me in,” grumbled Sombra, who nonetheless felt the sweat run under his armor, knowing that had he slipped, he could have been blown to pieces. Something he certainly didn't want to endure another time! The magic retreated from his horn and hands. “I think you've all earned a break.”

He was particularly impressed to see how far Trixie had come. It was mostly her ego and insecurity holding her back; she had great potential to match them in her own way, even if perhaps she wasn't suited to offensive magic in particular.

Cadance, Shining, and Flurry clapped while Sunset smiled at them. The trio took a unified bow.

“You look sexy in those,” said Beatrix, who looked over the hot pink costume her sister had summoned that resembled their uniform, complete with white stars all over it. “Feel free to pick your own style if you prefer, though!”

Bellatrix shrugged. “I don't mind. Although I find clothes cumbersome and uncomfortable.”

“Naturally,” pronounced Trixie who raised her arms and posed in sync with her daughter. “We're an unstoppable team!”

“I must rest and recover,” noted Sombra. “We will commune in an hour.” While it was true he needed to meditate and replenish himself; it was also an excuse to resume reading from the holy tome. Ever since reading it, he wasn't able to name what made this book so unable to be put down. Sunset could take over while he was busy if needed, although her attention had mainly focused on Flurry and Cadance.

Once he was away from the group, he rubbed his tired eyes before opening up the book and continuing where he left off. Only a part of him was weary of the obsession growing for this book, as he read more deeply into the secrets and words hidden with each page, his mind soon entranced by what was hidden within.

*****

Spike's movements were slow, his brain addled, as he'd filled his belly almost to bursting. It was this place, he realized, lulling him into a sense of security; a paradise in its own way like the Pleasure Gardens. But he reminded himself it could be an attempt by Somnambula to make him vulnerable and shift the alliance's power in her direction. Nor did he understand Sombra's part in all this; would he blindly follow her if she tried to seize control? It certainly wasn't his style, but if she somehow controlled him.... Again he shook away such paranoid thoughts, knowing how unlike him they were.

“Careful,” came a voice. “Or you'll end up like Sludge!”

“Poor bastard,” he replied lounging naked in his bed and lazily turning to stare at Fluttershy who was flanked by Tree Hugger. “Oh, hey! Good to see you two! Uh, hope you don't mind.” He covered his groin with his tail.

“Oh, no problem. We've seen it all,” said Shy rubbing her heavily swelled belly. “I think it's almost time...”

“Come on babe,” said Hugs pulling on her girlfriend's arm. “We're promised to Sombra now!”

“How many times do I have to say it! This isn't you,” yelled Shy who was on the verge of hysteria as her voice echoed.

“Sorry you two, I totally love ya, but I'm, like, drawn to Sombra, you know? I wanna hurry up and deliver Spike's child so I can put Sombra's in my tummy,” she mewled with a crooked grin while rubbing circles around it, her belly button distended.

“You're far more than this, Tree! You used to love helping the world and other creatures...”

Tree Hugger's eyes glazed over for a moment. “I did, didn't I?” A certain lucidity crept up on her; almost as if her master's absence allowed her to temporarily break from his hold. “Well, no reason I can't while Sombra's away!”

“Yay! I have so many ideas! Let's talk with Sombra, see if we can help Spike's mares-”

“If the alliance goes through, babe.” She patted her on her plush bottom affectionately. “Where you leanin', Spike?”

“Still thinking it over.” Again he was being too wishy-washy, afraid to make a potentially disastrous move. “I'll discuss it with all my lieutenants and make my final decision from there.” He hoped Ember, Smolder, and Fleur were doing well, looking after his flock so to speak. He assured himself Limestone, Octavia, and Vinyl Scratch would back them up if trouble arose.

Redressing, he excused himself and wandered into the corridors to seek Somnambula. He wandered until he came upon her chambers, which were more like a shrine, a hymn coming from within the temple-like structure where she prostrated herself before an altar in worship. He was about to turn and leave when she spoke, “I've been expecting you, Spike. Please, come in!”

Diamond Tiara, who was reading a scroll in the corner, rose. “I think I can continuing reading outside,” She barely exchanged a glance with Spike while she passed, dressed in foreign garments suitable to this abode, and he briefly wondered what she was doing here.

“Diamond Tiara has been helping me with my studies,” stated Somnambula while the girl passed into the halls. “Such a bright and eager mare, that one. I needed an understudy for some time and was very pleased when she volunteered.”

“Right, ahem. Sorry, didn't mean to intrude.” He kept his voice down feeling out of place in this sacred place. The area was adorned with priceless holy relics, things believed lost to Equestria forever which she coveted. “Can we talk?”

“Of course. Make yourself at home~” She sat across from him when he settled down and offered him a chalice filled with wine. Touching her cup to his, they downed a heavy gulp. “Forgive me for abandoning you lot to aid Sombra. I feel he's much too important to lose. It's why I suggested reuniting our alliance before it was too late,” she said while tracing along his tail, making him pleasantly shudder. "Foolish emotions like pride should not hold us back."

Sure, he'd never been the brightest, but it was obvious to him she was trying to wrap him around her finger. And from the way his member stirred within his loincloth, it was working; his eyes always on her bulbous breasts visible through her sheer top, swaying freely each time she moved with subdued grace. His eyes slid lower, over her nude belly, to the partially visible slit of her labia, determined to have him buried inside it.

She cupped his snout, smirking deviously. “If you wish to take me, you only need to ask. Come, Spike." She set her chalice aside and ran both hands over her bosom. "Let us make love and properly seal our alliance~"

“N-no! Wait, I can't!” He drew back, ruder than intended. “Sorry, but I haven't talked it over with my people. I couldn't just do that without their consent. You understand, right.”

“Unfortunately. And yet, I feel we both know the answer already~.” Teasingly, she slowly undid her garments, letting them cascade around her while she rose until she stood disrobed before him save for her ankh. “Surely a dragon takes what he wants without consideration for the whims of those beneath him~?”

“Nice try, but I no longer follow those traditions. Even broke the Bloodstone Scepter. Besides, didn't you promise yourself to Sombra? Wouldn't be cool to do this without his permission.” He still felt a little uncomfortable with the idea of females surrendering themselves to them for comfort and protection, bearing their offspring, but a surprising number seemed contented by the arrangement.

Her hand fell to her belly and rubbed it tenderly. "Our child has already taken root in my womb. Our future together is secured. I only wish you'd stop denying the inevitable and see that our forces must become one if we are to save Equestria. Still, I won't pressure you if you're not ready.” She sighed and refilled his cup as he tried not to breathe in anymore of the incense fumes, which made him dizzy. "Please, have another drink." She offered the overfilled cup to him.

His eyes washed excess droplets spill over her breasts which he stared up at, shiny and suspended over his head. “No, thank you, I just came to make sure we were clear. Maybe it's not Sombra I should be worried about,” he admitted, rising from his seat. “Just let me talk it over with my people before we come to a decision.”

“My chambers will always be open to you,” she mused with half-lidded eyes and a coy smile.

Rather than relieve him this meeting made him more concerned than ever. It wasn't unlike the games Rarity used to play when she wanted something. But now he had a bulge in his loin cloth which desperately needed to be nursed, and he sheepishly headed back to his room, figuring he'd jerk it off and be done with it so he could focus on important matters.

Marching down winding tunnels where torches did a ghostly dance, he paused when he spotted Twilight bending over while she translated some hieroglyphics. He paused as his heavy footfalls alerted her. “Hey Twilight, didn't mean to disturb you.”

She smiled. “It's fine. I could use a break.” Unlike him she kept her voice low as sounds echoed around them. “Huh, but I think maybe you came this way for another reason?” She laughed and nodded at the half-swollen crotch.

“Er, sorry about that. Running into you was coincidence, really, and I don't want to take time from your studies-”

“Don't worry about it. I know what it's like to have an itch you can't scratch.” She blushed lightly remembering the first time she'd started to hit puberty. “I used to think that I was intellectually above such things, and felt ashamed of myself whenever lust overwhelmed me, but now? Well, I wouldn't trade the love you or Sunset have shown me for anything!”

She undid his loin cloth, removed her own scant costume, and knelt before him. She took one of his members into her mouth, while she stroked the other, rubbing it against her cheek while she stared up at him with tender eyes. They didn't need anymore words; they'd learned to express their love through physical actions alone when necessary, since he had such an expansive harem to look after.

But it was a reminder of the special relationship they shared, forever attached at the hip as they might outlive all of them. Her head bobbed, her free hand cupping his boiling balls, while he reached around with his tail.

She moaned low when the spade penetrated her and parted her thighs, her wingspan flexing with his. Her horn lit and she wrapped parts of herself in her aura; manipulating her average-sized but well-shaped tits, tracing her clitoris, driving a magically-induced dildo into her rectum, seeking to get themselves off quickly and efficiently in case they were discovered.

It didn't take long before he came; one cock twitching as it deposited directly down her throat, another which she continued to rub while it repeatedly shot all over her face. She swallowed his load, wiping his gunk off and licking it from her fingers.

He knew she'd do anything for him, but he never felt satisfied leaving a lover hanging. Her eyes went wide when he suddenly spun and held her upside-down, her watery pussy facing his snout, as he hungrily sank his elongated tongue into it, licking out her walls. She cooed in appreciation, continuing to clean him as both knew they couldn't hold this position long.

He worked her over, really grinding his muzzle into her velvet folds, which clamped in desperation around him. There might not be much time for this soon and he wanted to show her some appreciation after she'd worked so hard, wishing that they could take their time a little more. She tensed and contracted, squirting down his gullet while he drank up her release; and pretty soon he was cumming a little too again, small spurts which coated her tongue and tickled her throat on the way down.

After they'd finished he gently placed her down and they shared a short kiss. He swept her and their clothes up, carrying her towards their bedroom to rest while she nuzzled his chest with hands upon it, hoping Shining wasn't secretly sore with him...

*****

While she knew it was wrong to spy, Bellatrix Primadonna hardly cared about such things. Returned to her usual guise, she'd slipped away on her own while the camp settled down, peered through a cracked window of the wagon, and licked her lips while she spied on the couple within. They'd tried to be stealthy, not having much time with each other, but the walls rocked under their lovemaking, making her swallow a devilish giggle between low creaks mixed with the slap of flesh carried on the wind.

Cadance was prostrating herself under Shining Armor, plume unfurled while he took her. She look back over her shoulder at him with a pensive expression. “You're not upset about Spike, are you? It was only once.”

“No, it's fine.” He huffed, sweaty muscles rising and falling.

“It doesn't sound fine,” she replied patiently, her heart-shaped love butt smacking each time he pounded her. “Let me make it up to you. Whatever you want from me tonight? It's yours, no questions, no judgment, no hesitation. Share your dirtiest fantasies with me. Do it hard as you like. Fuck all traces of Spike out of me,” she teased enjoying playing the bad girl for once.

“Meow,” whispered Bellatrix to herself sliding a hand between her thighs when she shamelessly started to poke herself.

“Hey, are you spying?” She hissed and jumped, spinning to see Flurry Heart staring her down.

“So what if I am,” replied the succubus in a hushed voice, not that they needed be too quiet with all the ruckus the couple were making. “Kinky, aren't they? But they're still amateurs compared to what I've experienced!”

Flurry had mixed emotions when she peered inside the window, watching her father pick up his pace. “It's nice to see them so happy! Although those faces are going to be burned into my memories forever.” She blushed, turning aside from their lewd expressions. “Now where is he putting...oh. Well, I sadly have firsthand experience with that thanks to Chrysalis...”

“If it makes you feel any better I took care of her. Quite messily too,” said Bellatrix with smug pride.

“Not really. I don't believe in vengeance. But I am thankful she can't hurt anyone else. I'd like to thank you, though.” She was in a rather simple light purple dress and sandals, a purse slung over her shoulder which she fished a tiny corked perfume-like bottle out of. “I know you miss your old mass, and whipped up something that might temporarily replace it.”

“Huh.” Bellatrix swished the contents about, tilted her head to one side, and opened the top, taking a sniff. “Seems safe enough.” She drank the flavorless drink down, let it settle, and rapidly blinked. “Eh?!”

It was like a gelatinous mass was attaching to her being, reminding her of the Smooze. Best of all she soon learned she could shift it, filling out her body and replacing her wings. “Wow! Thanks!” She hugged and kissed the alicorn.

“Don't mention it,” answered Flurry. “But it will have to be replenished on a regular basis-” She handed her more potions. “And those wings are mere decoration, I'm afraid. Don't expect to glide well with them, let-alone fly!”

“It'll do. Huh, he's really going to town on her~” Bellatrix had already turned her attention back to the couple.

“Think I've seen enough,” said Flurry who's blush deepened. “Let's be friends!” She offered a hand.

“Sure. But I warn you,” said the devil taking her hand and shaking it firmly “I'm not a nice person.”

“Well duh, you are a demon! Beatrix has told me a lot about you, though. Sorry we didn't get along too well where you come from. Come back to me whenever you're running low, I'll set you up anytime!” She beamed bright.

“Th-thanks,” replied Primadonna uncomfortable with such kindness. “See you around.” She hurried off, still feeling out of place, and kindness she didn't feel she'd earned made her instinctively squirm. She could abandon or betray them any time; it was mainly her adoration for Sombra, Beatrix, and to a lesser extent Wallflower which kept her around.

Not that she'd ever side with the Eldritch either. No, survival and pleasure came first. She didn't like to owe anyone anything.

She'd left Sombra alone to privately tutor Beatrix. Trixie was sprawled out by the campfire, snoring, while Sunset stood on watch, just in case. She'd come to realize her life was pretty much aimless. The curse of maturity had struck her, spending more time around civilized people, and now she wanted more. Yet she wondered if anything could really satisfy her?

Wandering around aimlessly in circles for nearly an hour, until boredom proved too much, she returned to where her master and sister were situated. Her ears twitched while she listened for a moment. “Hey,” she said, breaking up their conversation. “Why don't you two try being more honest?”

“Honest? What do you mean by that?” Sombra quirked an eyebrow.

“I don't have any particularly interesting secrets you two don't already know,” confessed Belladonna who was doing some sleight-of-hand with the tarot card deck her mother had let her borrow. “Just trivial stuff, really!”

“Oh, cut the crap, you two! Show her the book already master! Of all the people here, she's the most trustworthy.” He narrowed his eyes at her, about to protest but gave a sigh and unveiled the gold-trimmed white grimoire from his belongings, a shining beacon in the darkness. Beatrix looked back from the book to him, astonished. “Good, now you can study in the open! Less sneaking around. And as for you, sister? Just admit you're in love with him already!”

Beatrix fumbled the cards she'd been shifting with an apologetic laugh. “Love? M-me? I mean I do like him, but-”

“Oh, come off it!” She planted hands on her hips. “It's obvious you're hoping he chooses you instead of Inky Rose, hoping one day, you can settle down with him, marry, maybe have a bunch of kids. So spit it out already!"

For a moment Beatrix said nothing, staring down at herself. “It's true,” she murmured almost silently. “I am in love with you, Sombra. I can't explain it. I used to be wired to...to mate with Shining Armor at nearly any cost, thanks to the Necronomicon's influence, but since it was destroyed that desire has dwindled. It's like my obsession has somehow been transferred to you. Like maybe if I bore your child, we'd create a perfect vessel to become that dark messiah the Eldritch want if they can't have me? That's the closest theory I can come up with, anyhow. I can't help how I feel.”

“Beatrix...” He lifted her chin in sympathy, meeting her tear-stricken face.

“But I've changed a lot. I'm not even sure I can have children!” She clasped the Prima Materia with a shaking hand. “And would I even want to after all I've seen?! Look at how horrible most places I visit are! Trust me, I don't want to feel sorry for myself, but I can't deny the mistakes I've made!” She heaved, letting it all out in a childish outburst.

“It's okay. Forgive yourself and move forward. I have,” he said soberly. His hand brushed over the grimoire's cover. “I retrieved this from Somnambula's treasury. I shouldn't have, knowing I'd be betraying what little trust I can earn from these people. But I've learned so much from it already! Before, I could only research forbidden magic. But this? Arcane arts lost to history, requiring a rare intellect to even begin to parse.”

Bellatrix peered over his shoulder. “I certainly can't read it.”

“Me either,” admitted Beatrix with a pout. “I must be so dense!” She wiped her eyes on her sleeve.

“Don't be so hard on yourself. This comes from a lifetime of experience. I started from the bottom and had to work my way up. I care deeply about both of you, but I've promised myself to Inky Rose first.” He brushed a tear off Beatrix's cheek.

“I-I know. I don't want to feel this way! I wouldn't want to come between what you and Inky have built. You're a cute couple! I'm just...lonely and lost.” She managed a sad smile. “But thanks for coming. It means a lot to me. Still, maybe it's about time we returned home? Don't want to stay away too long before we're missed, after all!” She rose with a sigh.

“I wanted to train you quite a bit more, not to mention continue my research...”

“Just a quick stop to show our faces before we return home, then?” He nodded and Beatrix pointed her index finger at thin air, then slowly drew a circle, slicing a hole into reality. The portal shimmered and cast a glow over them.

“Finally,” came a voice from the other end.

“What the-” Hastily, she tried to shut down the rift but the invader was already marching through. A brilliant blast of magic funneled out, beams of energy which the trio barely raised a shield against in time, bowled back under the whirlwind of force which made the air ripple. The caster crossed overdressed in a black leather gown which swept behind like a curtain.

“Starlight Glimmer?!” The explosion had alerted the camp with Trixie being one of the first on the scene, with Sunset close behind. “Trixie thought you were dead! Where have you been all this time, and why are you-”

“She's been brainwashed by the Eldritch,” screamed Sunset who channeled a spell of her own. However, several Eldritch were spilling out behind the unicorn, alien voices threatening to flood their skulls and overwhelm them. They hit those closest particularly hard, Beatrix and Bellatrix crumpled into heaps while Sombra collapsed to one knee under pressure.

Thinking quickly, Trixie managed to yank a cluster of smoke bombs from her cape lining, tossing them haphazardly and causing colored smoke to blossom around the perimeter. The Eldritch were temporarily half-blinded, systems disrupted under the onslaught, cybernetics sparking and popping while portions of their systems were fried under her improved creations.

“Damn you,” spat Starlight who waltzed forward. “Can't you see they'll make us better?! Thanks to Bellatrix's presence it wasn't hard to track you down! All we needed to do was wait and the I ran interference on where the portal opened! I can make it all better, though! Trixie! Come with me!” She offered a free hand. “You won't need to be alone anymore!”

“Trixie's not alone,” she yelled back, head throbbing. “You should come with me!”

“I can't,” admitted Starlight with finality. “You'll understand, once they've converted you. I don't want to kill any of y-”

“Die,” commanded Sombra who managed to fire off a spell from his open palm, ripping apart the nearest batch of Eldritch in an eruption of blood and guts mixed with metal and bone that splattered overall. Beatrix and Bellatrix were struggling to rise, weighed down by the discordant voices ringing in their heads, but more Eldritch were already pouring out in droves.

Shining Armor rushed to the scene in full white armor, broadsword drawn, and keeping his wife and daughter behind him. He backed up Sunset who was firing off wild spells in desperation, smiting the invaders close to him with two-handed blows that splattered blood with each cleave. “Damn it, how are there so many of them?!”

Still unable to cast very well, Flurry readied some potions she'd prepared, handing a few to her mother. They chucked them and glass exploded into fragments, vines rising wherever they touched and ensnaring Eldritch; an idea inspired by a mixture the Sunburst that Beatrix knew had come up with, Belladonna sharing what she knew of the formula with her.

“You're all amateurs compared to me,” claimed Starlight. “With the experiments the Eldritch have done on, I'm the most powerful mage that's ever lived! They've made me an alicorn!” In response, she spread her arms, and a set of metallic wings arose from her back, the metal feathers casting long shadows. “But I'm still nothing compared to their messiah...”

She removed a black tome from her outfit, a book bound in dried and stitched flesh, covering in faces frozen in their final death throes. “It's nowhere near the true Necronomicon's full power, but not bad for something I cobbled together!”

“That's...” Sombra recognized portions of his own grimoire he'd written, believed destroyed after Celestia and Luna confiscated it. “Those hypocrites,” he seethed certain they'd studied his writings before locking it away. But part of him was almost thankful, if not for whatever horrors Starlight was about to unleash upon them all now.

However, the Eldritch were mainly there to hold off the group while Starlight did the real work; she opened the black tome, read the words, and started to chant a complicated formula. Beatrix Belladonna started to shriek, the spell that was worked attacking the stains upon her soul, trying to cloud her in her own inner darkness until it inevitably consumed her.

“Sister!” Bellatrix stumbled to her, only to be caught in the same spell, a shrill shriek escaping until she smoked and collapsed.

“No,” cried Sombra who was trembling as he tried to rise.

Pitched forward onto all fours, Beatrix's insides churned, and she started to vomit a stream of black goo that pooled on blackened and bloodied sands. The eyes and mouths all over her attire were going wild, bleeding a similar substance.

A multitude of eyes and tentacles arose from the mass, which continued to flood out of her, pooling into some sort of abomination that was taking shape. She wept and clasped the Prima Materia for support and comfort, helpless to do anything as the monstrosity she contained slithered out of her. “D-daddy,” she managed to cry. “Kill me now!”

“Daughter,” he cried, continuing to hack his way through to no avail, overwhelmed by the sheer numbers that were trying to shred his psyche. Even if he wanted to strike her down, he couldn't make it, pushed back by the mob psychically attacking them.

“Master...please...stop me,” she whimpered and slurred while the darkness started to take shape before them.

A blackish-purple flame lit his fist. His heart skipped a beat. Yet somehow, Sombra couldn't do it, either.

“Maybe we can't summon our perfected messiah,” called Starlight like a crazed priestess, not unlike her days as a cult leader. “But we can come quite close! Behold! The Demiurge!” The monstrosity flickered with sparks of electricity, seeming to warp reality itself around it, slipping between multiple dimensions for brief moments while it tried to settle into place.

Beatrix tumbled onto her side like a sack of old potatoes and went still.

Immediately the Eldritch around the Demiurge prostrated themselves before it, bowing and throwing their arms in worship of their dark messiah; forever flawed but drawing those aliens closest into its mass. The tendrils whipped out, yanking them into oozing sludge, devouring them whole; and in doing so, its power gradually increased by increments.

A blood-chilling howl escaped a gaping maw that arose from it, sweeping over the group which appeared unaffected. That was until a tiny sliver of light was plucked from Trixie's belly and pulled in to it, so quickly she failed to notice its removal.

Sombra intuitively knew what he had to do. He searched for the holy book, opened it, and began to cast a counter-spell which seemed to come naturally to him. Part of him knew the release of power could destroy him; and yet he felt a sense of peace unbeknownst to him. He cast the spell, illuminating the area in a golden-white aura that spiraled outward.

His allies were frozen in place, entranced by the sheer beauty of the dazzling display, like they were being granted a look into the peace of the afterlife. The Eldritch balked, their whirring equipment slowing to a stop, as they started to smoke; as did even the Deimurge, thrashing wildly under the radiance which seemed to burn the abomination from within.

“We've got what we need,” cried Starlight. “Retreat! We'll seal them here!” She stepped through the nexus, the Demiurge and a mass of Eldritch following. Soon the oval closed and near silence descended quickly as the chaos had broken out.

The shine faded, and Sombra dropped the book. A pure white streak crossed through his wavy black mane. The wrinkles on his face from his use of necromancy were almost gone as if his youth had rejuvenated.

“Is everyone okay?!” Sunset ran about to assess the damage, a miasma of smoke rolling around the blackened field. “Oh, no...” Her eyes settled on Beatrix and Bellatrix. Most curious of all was that a shiny cocoon started to envelop the succubus. Sunset tried to touch it, winced, and shook her hand.

“Something's wrong,” cried Trixie holding her stomach while the tears came. “It's like something's missing...”

Sunset rushed to her, grabbed her arm, and her eyes went white. She started to shake. “Trixie, I'm sorry, I-”

She was on the verge of frothing hysteria. “Spit it out! What's the matter?!”

“It's the baby.” She shook her head. “It's soul is...is gone. Stolen by the Demiurge.”

“No!” Trixie wailed, clamping her belly while she ran to Beatrix's side, sobbing. “Wake up,” she demanded, shaking the still form, her nose runny and unable to stop her violent shaking. “I can't lose you, not twice in the same day! Damn it, you're the Great and Powerful Trixie Lulamoon's little hellspawn! You're supposed to be invincible!”

She continued to helplessly wail and Shining bowed his head, comforted by his wife and daughter who hugged him from both sides. He shook in their hands, slipping, and fell on his knees; unable to hold back his own cries as he shared in her losses. Once more, he felt the weight of his failure, someone else close to him that he hadn't been able to protect.

“It's not your fault dad,” said Flurry between sniffles. “Everyone tried their best!”

Cadance nodded. “And that's all we can do.”

“It still isn't enough,” he lamented bitterly. “I'm going to cut down every last Eldritch in existence, I swear it!”

Sunset knelt beside Beatrix's form, shivering, hoping-against-hope she'd somehow pop back to life any moment. She also did her best to console Trixie, who wept, “My baby...my baby...” Over-and-over without pausing to draw breath.

Everywhere one turned there were either scorch marks, innards and other debris, vermilion-stained sands. Smoke was still rising in places, the scent of ash and decay lingering; a brief prelude to Apocalyptic events yet to come.

“If she doesn't wake up...we're trapped,” realized Sombra who stated the facts flatly. He could be despairing or panicking like the others. Instead, now that the power abandoned him, he merely felt hollow. He held the holy book to him unable to care who noticed it after what had happened, not daring read it again so soon, certain it would annihilate his soul in his current state. But would that be so bad, he briefly pondered?

He decided it would be. He'd come to care about the alliance despite himself. Especially the personal circle he'd formed. He didn't want to contemplate how much havoc the Demiurge might wreak when and if they returned to their Equestria. It would likely sweep across the land like a plague, swallowing up the alliance to increase its still growing power. But if there was the slightest shred of hope they could escape being marooned to this desolate land, he'd find a way!

That's when realization dawned upon him. Somnambula had likely known how dangerous this holy book was when she passed it to him. He didn't just take it from her. She was counting on him to pursue the knowledge it held. A bittersweet smile crept back in. He'd have words with her, oh yes. He assumed it wouldn't be long until that zealot convinced Spike to follow her blindly much as he did. And in a cruel irony, her plans were starting to unfold to him.

Chapter 20

“I must ask you to trust me,” requested Sombra, lighting his horn to magically lift the slack form of Beatrix Belladonna, alongside the cocooned Bellatrix Primadonna. He opened up the golden laced cover of the white tome, flipping through pages before finding the right one. “I believe there is a method that can potentially save them. But it requires absolute, uninterrupted concentration. So please, leave me be for the moment."

Stepping forward, Sunset Shimmer touched him, her eyes flashing white. “Not a single dishonest bone in your body. I'm impressed! But are you sure, Sombra?” She asked in a concerned tone, brushing through his bleached mane. “If you're not careful, you might not make it through the next spell."

“If I don't try, we're trapped in this dimension. So it's a risk I'll gladly take. I don't think Starlight Glimmer will be coming back this way. She may have redirected the portal Beatrix made with her spellbook but couldn't open one herself.”

That wasn't all. Sombra discovered something he didn't want the others to know just yet. With every spell mastered, the contents of the book would vanish without a trace. Even though he only successfully worked a small few, he hypothesized the words were somehow ingrained to his soul, warping him in ways he knew didn't seek for himself. But for her. He had to keep up the resistance.

Was Sunset aware of all this now that she'd peered into him? If so, she didn't say anything, and so with the blessing of Beatrix's family, he headed towards the caravan.

“Sombra,” called Cadance. “Thank you.”

“We're putting our trust in you,” reminded Shining with some ambivalence. “Don't abuse it.”

Flurry marched up and cut off Sombra's stride, meeting his gaze with those large, warm eyes. “You won't... will you?”

“I'll do whatever I can to save my apprentice,” he assured her solemnly. “She helped me, too. Maybe now I can return the favor. Sunset, keep teaching Cadance and Flurry what you can while we're indisposed.”

Flurry suddenly hugged him, and after a moment's hesitation, he returned the gesture, again recalling when he'd captured her as a babe and nearly eviscerated her on the spot. “I'll keep working on my potion-making some more! Luckily, Aunt Twilight handed me tons of ingredients, and Sunset has lots of things from her world I've never seen! Anyway, the point is to remember when we talk about creating tech similar to the Eldritch without the nasty parts? Maybe I can make us fake horns!”

Sunset nodded. “I've been helping her with the schematics for her prototypes. They're outstanding so far. Not sure if they'll work to channel magic, but if we can manage it, it will mean another edge in our war. Assuming we escape.”

“We will,” he insisted with more optimism than he believed he held.

“Please,” pleaded Trixie, who was hunched up in her cape with pink eyes. “Take care of my little hellspawn!”

“Do not worry. We'll rescue Beatrix. And the soul of your baby.”

Still carrying the pair in his aura, he opened the wagon door with a creak, grains of sand falling from it, and deposited them inside. He placed Beatrix in the bed where Shining and Cadance had been making love earlier, while the cocoon-wrapped Bellatrix was set in a corner, still glowing and blanketed with warmth. With a deep breath, he cracked his knuckles.

He noticed that Beatrix's costume was now blank of its eyes and mouths, stripped rather dull, no longer a living entity but merely a set of clothes. To his mind came a spell of healing discovered in the holy book, but how much more was he willing to give at the risk of losing his will?

Enough, he decided and started to chant the words, more like a prayer, the mantra sounding with a hum from his lips over-and-over; until his jagged crimson horn blazed a blinding, white-hot gold that cloaked the room.

Cracks started to form around the cocoon, which turned brittle and gray, hardening under the onslaught of illumination. Sombra felt himself smoldering, like the shadows inside him were threatening to immolate from within him. But he bit down on his lower lip so as not to lose consciousness, tasting coppery blood. Light rays vanished into Beatrix's attire, but still, she failed to stir.

“I won't let you die, do you hear me? I won't allow it!” Feeling like he was in some fairy tale, he tenderly pressed his lips to hers, offering a long, loving kiss to her. His eyes closed, leaning in, laying a hand on her bosom, and listening for a beat.

Finally, the light went out from his horn, and he pitched forward, only to be caught by weak arms. “Teacher,” she whispered, stirring with wet eyes. “What happened to you?” She held him to her. “Is everybody-”

“They're okay,” he murmured, feeling like his chest would cave in. “I don't understand Bellatrix's condition, but I believe she'll recover, given time. What's important is that you're alive. Can you take us out of here?”

Beatrix sat up, her hand trembling when she pointed an index finger in the air. Slowly she traced a circle like usual, just a small one to practice, dreading that Starlight and the Eldritch would suddenly return, but it was like the dimensional hopping power had abandoned her when that abomination left her. Panic rose from her chest. “I-I can't! O-oh no, what if I can never-”

“Shhhh.... It's okay. Just rest.” He kissed her forehead when she choked back sobs. “The Demiurge, as Starlight called it, is gone.”

Beatrix shook her head, ambivalence on her face once realization dawned upon her. “I'm a normal unicorn now, aren't I? I-I should be happier, right? Now I don't have to deal with the Necronomicon or that I'll become the dark messiah?! And yet, I can't; not when the Demiurge is still out there...” She slumped against the headrest, feeling helpless. “We're stuck here for now. I hope Spike, Somnambula, and the rest can hold out for a while...”

“I wouldn't worry about them. It wouldn't be the first time we've overcome the odds, and the Eldritch backed us into a corner. I'm certain they'll weather the crisis.” He only hoped they wouldn't lose too many in the process; they would need a united front to stop the Eldritch.

“Yeah...I suppose.” She looked to the grayed-out cocoon with a head tilt before turning to him, now noticing his arm resting across his chest. “You're wounded. Why didn't you say anything! Ugh, here, let me...” Gently she undid his armor and set the pieces aside, her eyes dilating while she studied his bared musculature.

Carefully she reached out, as if seeking permission, and slowly traced them, feeling the soft coat of graying fur over them. She sucked in a sharp breath, her breasts heaving and face blushing. Sombra noticed, his arm slowly tracing up to cup her cheek as their eyes met. She slowly shook her head, wiping more tears away from her face. “I-I know this isn't the best of times, but.... But I want to feel like a normal mare, for once in my life. So, please. Make love to me?” He nodded, and she unlaced his loincloth, revealing him fully to her. She set her hat aside, unclasped her cape, and slowly withdrew her gloves and boots, piece-by-piece until she finally veered out of her leotard with a ripple of soft flesh.

She drew him close, parting herself for him, her limbs wrapped around his back. They were both on the verge of exhaustion and would need to take it slow, but neither minded, her snout pressed into his while he slowly pushed himself into her. Her flower parted with every inch spreading her velvety walls until they clamped around him, marinating it in her nectar while she slid up her hips to draw him deeper.

Creaks sounded when he started to push in-and-out of her. Her toes curled, and she nipped and sucked on his neck, leaving a small welt from the force of her need. Wet sounds escaped her slit with each push, their hands aimlessly exploring the other's frame. He groped one of her breasts, and she squeezed his buttock, nails digging into it, leaving a few small scratches.

“S-Sombra... I love you,” she mewled, her eyes starry, and her face thoroughly flushed while she fluttered her lashes.

“As do I, Beatrix...” He cried out with a low grunt, angled so that he fully sheathed himself deep inside her. He used his aura to trace all over her body, tender little strokes that didn't leave an inch untouched, making her squirm and squeal from over-stimulation. Quickly he kissed her to silence her shrill, banshee-like cry, and she creamed herself harder than she could ever remember; while at the same time, he flooded her chambers under the vise-like grip of her marehood, caking her innermost core with his foal-batter.

Even after he'd emptied the last drops into her, she held him there, staring intently into his eyes, like she never wanted to let him go. Finally, she slackened her grip a little but still kept him trapped inside her. Sweaty locks trailed around her, stray hairs sticking to her face, and she panted softly, continuing to knead his back and chiseled bottom with a coy smile.

“I wish we could stay like this forever. But that wouldn't be fair to everyone. My family, Inky, Spike, and the alliance...” She sighed again. “But I think we both needed that. There's no time to despair, though. Soon as we're ready, I want to continue my training! And this time, don't hold back! I want you to whip this big butt into shape, whatever it takes~!”

“Careful, pet. You may tempt me into giving that sweet ass of yours a hefty workout right here, right now~” Sombra growled threateningly, giving said ass a cheeky slap causing her to groan lewdly. Though their growing talks of another round ended as his horn began to light up once more. “What the-”

The cocoon and Belladonna's costume glowed, resonating with it. Another flash of light temporarily blinded them, then vanished just as hastily. When they reopened their eyes, her outfit settled; and now instead of its former look or the dull appearance it had taken, it resembled the coat of an Ursa Minor, shimmering with the cosmos trapped within it.

“W-Wow!” Reluctantly she withdrew him from her and rolled out from under him, pressing her new garbs to her chest. “They're beautiful! I don't understand, though. What sort of spell did you cast...?”

“I'm not entirely certain myself,” he admitted.

Cracks sounded from the cocoon, which had petrified and now started to fall away in chunks. They turned to stare, seeing somethingrise from the plume of smoke, the nude silhouette of a female visible.

But what emerged was only partially the Bellatrix Primadonna they knew. Mentor and apprentice did a double-take, hardly able to believe the evidence before them.

“Wh-what...?” Bellatrix stared down at herself and gasped. “What happened to me?!”

“A botched spell perhaps,” he explained.

Beatrix beamed, wiping herself clean with a cloth and slipping into her costume. “You look awesome!”

“I look ridiculous!” Bellatrix stamped afoot, discovering she couldn't shift herself anymore; the mass she'd temporarily taken had permanently embedded itself to her with the transmutation. Weirdest of all, she was still her usual succubi self on the right side, but on the left, she had become an angel, with pearly white skin, golden locks, and a feathered wing. “I hate it!”

“It's not so bad, sister. Maybe it will settle in time?” She strolled over and caressed the angelic feathers.

“Ugh. I'm so confused!” Primadonna gripped her head. “I don't know who I am anymore!”

“We'll find out...together,” he promised, putting back on his clothes. “You need a lot more training, too — no more lazing about. I'm prepared to push you both to your absolute limits. To the point where you may start hating me once again. But if I succeed, you'll be the best version of yourselves by the end of it. And hopefully, Beatrix will be able to transport us home.”

“I'd better. We only have enough supplies for so long,” Beatrix replied.

Bellatrix puffed with a pout. “Fine, whatever, master. I'll do it for the sake of you two. And Flurry and Wallflower, I guess, since they were nice to me for some reason.” She shrugged. “Plus, I know you want to confront Somnambula after this mess!”

“Indeed. That seer will answer to me, one way or another.” Manipulating him was one thing, and he bristled at it but pushed that aside. No, far worse is that she'd put his apprentice, her family, and a member of his harem at risk. The holy book was trying to mold itself to his soul, and he was tempted to burn the sacred texts but loathed the idea of destroying priceless knowledge for any reason.

He was its carrier now. But he would bend it to his will! He'd seen the way the others had looked on him with pity, even Shining Armor, and ran a hand through his bleached mane. His muscles strained, but he sensed his magic was all still there; he'd have to push himself harder to utilize it.

Exiting the wagon with them, he went to rejoin the others who ran to meet them.

They gathered around them, Trixie openly weeping and Beatrix joining in when they embraced. Shining Armor brushed aside a tear of his own, and Flurry cast a curious smile at Bellatrix. Even he was welcomed into the fold, Sunset pulling him into a friendly hug, which he uncomfortably returned, still not feeling like he'd genuinely earned all this.

*****

With the Demiurge now let loose, Starlight Glimmer wasted no time in planning their next target. The pyramid was well-defended, but she knew the rest of the clan had to have traveled further underground, and knew she needed to root them out at the source. They returned to their underwater lair, droves of Eldritch arriving in clusters, falling in worship before the abomination; an ooze-like oily black mass, covered in a multitude of eyes, mouths, and tendrils.

She reminded herself this nightmare would make them all better, gripping the metal plate embedded in her skull. “Dazzlings,” she called with an echo through the factory, deciding they would serve as the first test subjects.

“No need to shout,” answered Aria who tapped her head. “We can hear you, remember?”

Sonata sidled up to her, both having taken on legs whenever they were inside the lair. “Reporting for duty!” She did a mock salute. “Totally ready to go out and make everyone better! Too bad Dagi isn't with us...”

The headless body of Adagio lazily swished her fishtail nearby, the stump of her neck filled with rows of serrated piranha-like teeth. Despite their most lovely appearances, somewhere between women and fish, they were nightmares given flesh below the sensuous appearance; especially now that the Eldritch had experimented repeatedly upon them.

“You can become one again,” explained Starlight who thumbed through the mock up Necronomicon she had prepared. “Quite literally, actually! How would you like to be closer than ever? With the Demiurge almost anything is possible...”

“Ooh, I'd love that!” Sonata bounced up-and-down, flicking fin-like ears in anticipation.

“Why not?” Aria heaved her shoulders. “But I still want to be in charge! Give me a chance to prove myself!”

“You'll have it. Soon. The Demiurge hungers. It must feed to expand.” Starlight stared at words that would be unfathomable to most; but with all the work the Eldritch did on her over many years it was practically a second language. She had hated to steal the soul of Trixie's baby, who had no awareness to defend itself from the abomination's power. Even worse she had to abandon her once closest friend in a dead dimension. But she hoped when the Demiurge was complete it might return for her.

“The monstrosity opened its mouth wide. “Dazzlings, step into its jaws. Do not hesitate and do not fear. Remember, it will make us complete.” Whatever inner doubts they had, it was easy to direct them after the tampering the Eldritch had done. Adagio, little more than an animated husk, was the first to flop her way inside. Sonata quickly followed with a giggle, vanishing into the gloom, and with another heave Aria made her way in last. Finally, its cavernous maw closed over the trio with a slurp.

Moments passed while its insides churned. Its eyes and mouths shifted about; its tendrils thrashing. Starlight chanted a spell from the grimoire, the symbols lightning up, the air filled with what sounded like unintelligible babble. More Eldritch were surrounding the beast, fawning in worship, ready to throw themselves into its belly if the Demiurge so desired.

Finally it reopened its mouth, and spat out its new creation; birthing it back into the world. The serpent slid out slowly, drenched in oily slime, and sliding across metallic floors. Adagio, Aria, and Sonata had been embedded into the massive sea creature, which smashed through a portion of the factory with its emergence, metal bending with a creak.

“Wow,” gasped out Sonata beaming down at the sea monster they were attached to. “We look great!” She smoothed her hands over her slime-drenched udders, like her sisters attached by their abdomens to the dragon-like sea serpent.

Aria also stared at herself, the gills of the side of her belly expanding and contracting. “What are we?”

“I dub thee Leviathan,” announced Starlight who closed the book with finality. “You will continue to hunt at your leisure around the ocean, and protect it from potential invaders.” Bellatrix had served her purpose. It was a shame their messiah would forever be incomplete; at best the Eldritch had chosen to compromise, hoping to perfect it by devouring all the survivors.

She warned them against needless wanton slaughter. There would be no more needless waste, their army made more efficient than ever.

This was but one dimension; once it was picked clean, those worthy converted to a superior state, the Demiurge would eat its way into the next parallel reality and repeat this process. She only hoped it would decide Trixie worthy to survive.

Despite a cacophony of voices in her head she was terribly lonely, even now...

*****

Knowing time was of the essence, the moment Sombra was rested, he immediately put his students to work. As promised, he let loose a symphony of destructive spells, the area twisting under the conflicting elements he summoned.

Thankfully Beatrix and Bellatrix managed to raise their barriers and evade in time, working in tandem to counter his assault. The air burned hot and cold, rippling, sparks of electricity popping. Dunes exploded into showers of whirled sand.

He'd taken them away from the camp so they could all unleash themselves without fear. Sunset could block his attacks, but the rest of them weren't so blessed. He knew Cadance and Flurry would never reach their full potential after what they'd endured. Shining Armor still had little interest in expanding his magic repertoire, focused solely on swordplay.

However, they paused when Trixie strutted onto the smoky field. “I want in,” she demanded with hands perched on her hips. “The Great and Powerful Trixie wants to be...even greater,” she admitted. A hand rested upon her belly. “And to stop the Eldritch, she must be the best possible version of herself! So please...” She lowered her pride, bowing before him.

“I could indeed expand your abilities beyond comprehension,” he began. “But what happens if you end up slowing us down?”

“I won't,” she practically pleaded with wet eyes. “Please, I don't want to feel so useless!” She balled her fists, shaking all over. “What else can I do? Even my support magic ultimately hasn't been all that useful-”

“Wrong.” He took her hand and helped her stand up. “Without it, the alliance would have suffered far more losses against the Eldritch. And you have continued to improve. I'm impressed by those smoke bombs; without them, Starlight and the Eldritch may have beaten us right there.” She warmed over at his compliments. “Yet, you understand I cannot afford to take it easy on you.”

“Trixie wouldn't want you too,” she noted, recovering herself with a toss of her mane. “She's faced the worst critics!”

“Good,” called in Beatrix. “Because he's about to whip our butts into shape!” She smacked her mother's backside with a loud whack. “Besides, we've always been more Great and Powerful together! Let's show him our stuff!”

“I'll help too,” said Bellatrix with a childish pout. She felt more out-of-place than ever, now that she divided with herself, and unable to shift her body anymore. “Shame, I wanted to look a little more like you two while we worked...”

“You look better as yourself, sister,” assured Beatrix, who wrapped an arm around her shoulder.

“Whatever that is.” She wrapped a leather and feathered wing about her.

Sombra remembered how divided the natures of he and his two students were. Did the she-devil have the natural potential to alter her character, or had he infected her with the holy book's magic, much as he'd been changed by his other selves from scattered dimensions when they'd all collapsed into one? At least Beatrix was finally cured of her affliction.

She was nothing more than a unicorn now, albeit a rather talented one. The remnants of the Necronomicon were still tying them together, and probably would until they breathed their last. But he was convinced that once she mastered her craft, she'd be able to call upon her ability to tear holes between realities once more, and with their newfound prowess would turn events around.

Giving his latest addition little time to settle in, he fired off a weaker spell. The trio fell into step, redirecting the bolt of lightning with a synchronized barrier; the flash bounced off with a fizzle and struck the sands, turning a chunk to glass and sizzling in a puff of smoke. He grinned, impressed at how soon Lulamoon stepped up, just as focused as his two students once properly motivated.

*****

“Found them,” said Starlight to herself. With the Demiurge's help it didn't take long to sweep the underground areas, the creature sensing the souls of its would-be prey. For now she was holding back its most extreme excesses with the aid of her grimoire; but how long would it last before the Eldritch decided she as unworthy?

Until then she'd try to convince it as many of her old friends should be spared as she could, that they were far better converted than consumed.

What few tunneling machines they had left were tearing into the earth. Chunks of stone were cast up, the land quaking, filled with clouds of debris.

Vials of blood had been injected into the bone dragons, their sources starting to run dry, as the dwindling ocean life could only supply so much. But if this worked, she gambled there would soon be no more need for them.

Tunnels collapsed while they carved a fresh one. There was no time for the survivors to escape, and merely a little more for them to prepare for the ensuing invasion. “Everyone rally,” called Limestone whose gruff booming voice echoed through the caves. She was rushing to the frontlines with her fellow miners and packs of Diamond Dogs surrounding her.

“Where in blazes did they come from,” asked Octavia o was rushing with the other soldiers to their aid.

“Who cares,” replied Vinyl Scratch. “Let's just take care of these bastards!”

Autumn Blaze galloped beside them. “Somnambula left a formula for a potion that will allow us to summon help. We'd better call on Spike and the rest of our crew for help! Unfortunately, that means will be down a soldier for a while!”

“Allow me,” offered Fleur de Lis who took the bottle from her. “I do have some knowledge of magic, after all.”

“But you're our most skilled soldier,” argued Tavi.

“No time for debate. You'll have to make do without me, I'm afraid.” She tossed back her mane, heading away with potion in hand. Picking an unoccupied cave, she sat down and swallowed the contents. Within moments her body stilled, and she went into a trance, astral projecting herself. Her spirit whipped above her, awkward and difficult to manipulate.

But she assured herself it wasn't so different from guiding her own magic. Soon she slipped through the walls, her spirit casting over the battlefield, where Autumn Blaze had taken her Nirik form and was shooting plumes of hellish flame at the invading Eldritch. Her fellow fighters were busy at choke points, trying to stem the invading horde.

Ember and Smolder were in the lead, flying about and leaving an inferno wherever they tread. If they fell those impregnated by their Lord would be easy pickings, and so they combined their flame breaths, melting the Eldritch that crossed them.

Bodies on both sides were scattered about the bloodied and smoky caves. Starlight Glimmer was towards the back, which made her do a double-take, while a twisted beast of nightmares hung towards the back as if waiting to finally spring.

However there was no time to admire the skills of the armies. She hurtled towards the pyramid, speeding across the deserts in seconds when normally it would have taken days to cross on foot.

With some struggle she slammed to a stop, hovering above the bed where he was currently occupied but unconcerned with such matters. “Spike,” she called. “Please, come to our aid!”

The dragon jumped in his bedding, currently tended to by Twilight and Cozy Glow, who were sucking on his rods while he lounged back. “Whoa, hey! My followers are in trouble? We'll be there as soon as we can!”

“Damn it,” whined Cozy who wiped her slimy lips. “I mean, why now of all times?!”

“Give me a moment to collect everyone,” said Twilight who threw on her clothes in preparation to seek them out.

Yet before they could even start to act the pyramid rocked. Twilight stumbled, and Cozy Glow was thrown from her feet entirely. “Oof,” she cried with a snarl. “Can this day possibly get any worse?!” Again the interior quaked, and Fleur slipped out a moment to see why, while Spike hastily threw on his own armor with the dawning realizing the Eldritch were attacking.

“It's the former Dragon Lord,” gasped out Fleur.

“Great.” Indecision rocked Spike for a moment. Stay and try to defend the pyramid with his new allies? Or abandon it to help his followers who were likely sitting ducks? There was no contest. But maybe there was a compromise? “Twilight, you should take what warriors you can back home and see what you can do. I'll face the former Dragon Lord myself!”

“That's suicide,” warned Twilight.

“Maybe not. I'm not the dragon I once was. Thanks to Flurry and Beatrix I should be able to unlock my full potential!” Not that he entirely knew how yet, but he hoped circumstances would push him to his limits. Reminders that he could burn himself out flooded his thoughts, but he shook them away, determined to save everyone he could whatever the personal costs.

He started to exit the room then stopped. “Twilight, if I don't make it...you're in charge.”

“You will,” she assured on the verge of tears. She'd lost far too much already.

“Yeah. Just in case.” He grinned then headed out.

A short time later he exited the pyramid and surfaced outside, choosing an exit that allowed him a viewpoint near the apex. He paused to take it all in. A small distance away the former Dragon Lord loomed, the massive skeleton partially rebuilt with cybernetics, smashing its bulk upon the invisible barrier which surrounded the pyramid with such force the shield started to crack under the blows.

Its shadow threatened to swallow him. He didn't understand how its bony wings carried it, assuming it was down to the same necromancy that animated it. He could see the blood rushing through its bones to empower it. He was so small in comparison, and yet his face hardened in determination and he parted his own wingspan, rushing up to meet the undead beast.

Rather than waste time with taunts, he instead sucked in a deep breath, his stomach molten like a volcano. He zipped by and unleashed an emerald blaze, searing its side, which smelted with the stink of ash where the blast connected. Jaws opened with a roar, the former Dragon Lord turning to face him, swiping the air while he zoomed out of its reach and continued his barrage.

Its claws rushed closer each time, almost as if it was learning his movement patterns. Worse still it appeared much stronger and faster than last time, its cyber enhancements mixing with the dark magic that powered it. He redoubled his efforts to keep pace, narrowly able to weave away from the lash of a swooping tail, with such force the winds almost bowled him over.

No time for regrets. He focused his will solely on stopping this monstrosity. His blood literally started to boil, but thanks to the strange anatomy of dragons his organs didn't cook. His eyes turned to slits, and he felt his consciousness receding, the animal within taking over.

For once he surrendered to it entirely, even if it meant he wouldn't be able to come back. Otherwise the former Dragon Lord would pry open the pyramid, devour its inhabitants, then proceeded to do the same with his clan.

*****

“It's too soon,” murmured Somnambula who rose in her shrine. “I have seen the portents. Spike's new physiology is too unstable. Even if he beats the former Dragon Lord, it could end in disaster.” She turned to Diamond Tiara and Cozy Glow, who listened nearby.

Unable to locate Sunset or many of the others, Twilight had been forced to teleport back home without much aid; but she had asked the sphinx to aid them and after a little debate the guardian had reluctantly agreed.

“What's the problem,” asked Tiara who was swathed in similar attire to her new teacher.

“Better I show you.” Somnambula cast the contents of a potion over the shrine's floor, and in a cloud of colorful smoke they were allowed a window of the immediate area outside. Spike had curled into a fetal-like position temporarily, ball-like when he stopped; then an explosion of brilliance rippled around the drake who shimmered amidst his transmutation.

What emerged was a dragon that matched the invader in size, a pure mass of muscle and armor-like scales. Their clash shook the heavens.

“Gosh, I don't see a problem,” said Cozy who watched wide-eyed while the two duked it out in a flurry of claws, tails, and fire.

“How best to explain it? Spike is akin to a time-bomb. With the more power he exerts the more likely he will meltdown. Remember what happened at the climax of the Eldritch invasion? This could match that, or possibly prove even worse. Even if we survived the initial explosion, the fall out would contaminate Equestria to the point where it becomes uninhabitable.”

“Oh no,” muttered Tiara. “What should we do?!”

“Pray,” replied Cozy dismissively. “I hate to admit it, but I doubt we can contribute much!”

“Perhaps there is a way,” noted Somnambula. “With my magic I may be able to reach him. However, it will require me to travel into his spirit. I may not return. Should that be the case, Diamond Tiara, I leave all my work to you.”

“M-me?! I mean, I should be happy, but I'm not ready-”

“Neither was I when I first took up this position. But I have faith in you.” She squeezed her protege's shoulders with a warm smile. “The sphinx may appear unhappy with the arrangements, but I assure you she is completely loyal. Besides, we know not the results yet. I could be worrying you unnecessarily.” She turned to fetch more of her mysterious mixtures.

“Golly, would that everbe unfortunate. But what about me?” Cozy cupped her hands before her, batting her lashes.

“You came to me hoping to learn my secrets, did you not? I shall have to trust events have made you wiser. Otherwise, you could suffer a fate even worse should the spirits become enraged...” With her warning delivered, the prophetess sat down in her shrine before the altar, surrounded by the heady perfume of incense when she swallowed the mixture.

While she was away her prized student was left in charge, to make certain no harm came to her. A position which made Diamond Tiara visibly pale. Normally she loved to take command, but she'd come to realize the burden of responsibility, and the disastrous consequences that could arrive from foolhardy actions. She didn't envy Spike's role as Dragon Lord, despite all its benefits.

“She'll be fine,” said Cozy with a dismissive wave. “How about we study some more?”

“Yeah, sure.” Diamond Tiara once found religious texts rather boring. But she now saw the wisdom in them, the lack of direction and purpose she'd felt since Equestria fell start to lift.

They opened scrolls and poured over them together, translating and memorizing the symbols one at a time, determined to be the best successor possible should the unthinkable occur.

At the same time Somnambula felt her astral form projected from her body. By now it was second nature, and she immediately shot off to find Spike and the former Dragon Lord engaged in a tangle of limbs. They savagely tumbled in the skies, biting, clawing, and spitting, blood leaking from both as they tore and scratched at the other with wild abandon.

Currently Spike's scales were glowing as if ablaze, closer by the second to his imminent meltdown while he continued to push himself harder, ready to sacrifice himself but not realizing how devastating the results would be.

Without a moment's thought she hurtled into him, bypassing his flesh, seeking to commune with his consciousness which was locked somewhere deep inside; below the primal beast he became...

*****

Starlight's forces continually wormed their way in. The losses were heavy, yet the Eldritch willingly threw their lives away to aid in the Demiurge's advance. She sought out the Dragon Lord's concubines, her soldiers cutting a swath through the packs of Diamond Dogs with the aid of her spells, as she paralyzed them and left them to be gutted by whirring buzzsaws.

Viscera splattered the caves and rolled down stone surfaces in crimson trails. To the invaders these mongrels were useless save for spare parts. The miners who dared raised arms against them were cut down too, until she was practically wading through opened corpses from both sides. She spotted the nursery nearby, and pressed towards it almost casually.

“Whoever you are,” yelled Limestone who barred the way with her pickax readied. “You're not the mare we knew!”

“Get out of the way,” warned Glimmer. “I can't stop it if it decides to-”

“I don't care. I can't let you pass. Sorry old pal,” she snapped back with bared teeth.

Starlight was about to wrap her in her aura and toss her aside, to be collected and altered, but Limestone sprang with surprising speed and a war cry. The pick nearly buried itself in her skull between her eyes; but just before it struck home and tentacle unfurled out from the Demiurge.

It slammed into the Pie sister's midsection, pinning her to a wall in a rush of blood and guts when she was slammed into place. A gurgle escaped a mouth filled with a coppery taste, Limestone's eyes dulled.

“You fool,” muttered Starlight with watery eyes. “Now you've been deemed unworthy. Even I can't save you.”

The Demiurge withdrew its coil and the slack body crumpled, but she didn't even bother to confirm the kill, moving onward to the nursery where the pregnant mares and civilians were huddling.

A shrill, otherworldly howl escaped the beast's jaws; and like before whirls of light were sucked out of their bellies, as it took the souls of the unborn into its being to power itself. The glowing orbs settled into its core, the unborn unable to resist its alien pull unlike the older creatures.

The hive-mind Eldritch voices echoed in her head. The Eldritch knew that she was key to keeping the Demiurge under control and routinely fed before it was completed, and telepathically urged her to feed all of these cowering mares to the abomination. She resisted their pull arguing, “If we capture them and Spike we can breed more fodder for our messiah...”

Whimpers escaped several of them. One picked up a stone and tossed it, but she easily deflected it with her aura, shaking her head. Her thumbs rubbed her temple, pitying them, but continually reminding herself there was no choice.

Before she could reach a resolution with the Eldritch, the air stirred around them, and a blink of light momentarily blinded her. When she blinked it away Twilight Sparkle, Wallflower Blush, and the sphinx stood between her and the mares. “Starlight Glimmer?! So you are alive! “What have they done to you,” she cried seeing the metal plate embedded in Glimmer's pulsing skull.

“Twilight...? I...” The voices filled Starlight's head which she shook, trying to recover herself. “They made me better!"

“Are you trying to convince me, or yourself? They've messed with your head! Wake up, Starlight!”

“She's a lost cause! Let's end her misery!” Without waiting for permission the sphinx pounced forward, jaws wide and ready to bite Starlight's head off, only to be intercepted by the Demiurge which slithered and collided with the guardian, the abomination leaving an oily black trail behind in. They rolled and the sphinx growled, trying to find purchase while she bit and clawed.

Twilight took to the air, horn and hands flaring as she engaged her former student in a magic duel. She was forced to hold back lest she endanger the same mares she was trying to protect; but likewise Starlight's attention was split, having to maintain her slipping hold on the Demiurge. The atmosphere warped under their exchange, a rainbow of colors reflecting off the rocks.

“I've surpassed you,” announced Starlight who unfurled her gleaming, metallic wings, lifting herself up. "I'm the most powerful alicorn ever!"

“I don't care about that,” replied Twilight. “All I want is to return everything to normal!”

The Eldritch moved in, casting about a telepathic attack, trying to render Twilight and the sphinx helpless. Arrows were loosed from Wallflower's bow, picking them off, but more surged in. "I'll run out of ammo at this rate," she muttered.

A scarlet cloud erupted from the chest of one, a white spear shaped like the namesake of its wielder, Fleur de Lis, exiting the freshly made wound. “Let's end this,” she called joined by Octavia and Vinyl who were close behind, soaked in the blood of their foes.

Bones crunched and skin shredded under the alliance. Realizing that they were outmatched and surrounded, and worse the sphinx had ripped chunks from the Demiurge which made it bleed black blood, Starlight closed her eyes and warped away with her allies. “Cowards,” yelled Tavi who huffed and wiped the sweat from her forehead. “Is Limestone-?”

Vinyl knelt outside the entrance and shook her head. “It doesn't look good...”

Limestone was slumped against the wall, trying to hold in her stomach. “Guess I...died for nothing, huh?”

“You're not dead yet,” urged Tavi who choked on her words.

The battlefield was quieting down, Ember and Smolder continuing to scorch the Eldritch left behind. The stink of melted flesh and metal left an acrid stink that lingered. Charred carcasses were scattered about the blood-soaked caves, ash whirling in the breeze. A number of Diamond Dogs and surviving miners collected around the dying Limestone.

“Just hold on,” wheezed Vinyl who helped Tavi staunch the bleeding. “We'll find a way. Somehow.”

“Looks like this is where the Pie line ends,” mumbled Limestone with a laugh while her eyes grew heavier. She slumped in their arms, joining her sisters who'd given their lives to try and stop the Eldritch.

Her friends wept, Fleur turning aside to hide her own pain, while the Diamond Dogs howled, a chorus of echoes which echoed throughout the caverns.

Again, despite the fact that they had repelled the invaders it didn't feel like a victory. The sphinx huffed, her soft belly marred by the Demiurge's coils, leaving black marks upon her.

Twilight and Wallflower immediately stepped into action with Ember, Smolder, and Autumn Blaze, cleaning up the mess and aiding the wounded. As usual, all they could do was pick up the pieces and try to move on.

Chapter 21

Outside the battle between former and current Dragon Lord raged; but Somnambula's sole concern was the potential consequences, even if Spike emerged victorious. Her spirit form was nude but otherwise looked exactly like her; but it was only the loss of her ankh which she usually held for comfort which truly made her feel naked. Still, there was no time to worry about that. She had entered the proverbial belly of the dragon, slipping into the behemoth's massive bulk to search.

She found his spirit within the aether, like her denuded, and his musculature curled into a ball. Ignoring the void that surrounded them, she hovered up before him. “Spike, wake up. It's Somnambula.”

Gradually his eyes opened. “Where are we? Last I remember-” His fin-like ears twitched, able to distantly hear the rush of battle, his body moving on its own. “Oh no, I've got to get back, before-”

She shook her head. “You cannot manage on your own. Your more primitive self has shut you out to complete its work. All it cares about is survival of the fittest. Unfortunately, it has no concern with the damage it will due to the environment, or your loved ones. The power that dwells in your flesh is dangerously unstable. Pretty soon, you shall melt down.”

“All the more reason I have to go,” he cried horrified. He tried to fly off and she blocked his path. “Out of my way!”

“Listen. I can help you reconnect your soul with your flesh. Yet it will take time, I fear, so we must begin soon. I will need you to trust me more than ever before. We shall require a spiritual level of intimacy.” She pressed herself to him, and he was surprised at how warm and soft she felt, despite the two of them being ethereal shapes willed up by their minds.

“Are you saying what I think you are? But what about Sombra?”

“He will understand. After all, did Cozy Glow not seduce you already?”

He scratched the back of his neck. “Uh, well she just kind of pounced on me out-of-the-blue while Twilight was there, and I figured we'd went that far already, so why stop then? Besides, I can tell she's not loyal to him, or anyone really.”

Somnambula nodded. “She's seeking out anyone that will help her regain power. I don't think she's foolish enough to side with the Eldritch, but neither can we trust her. Still, if we do not act quickly, what Sombra feels shall hardly matter.”

“Point taken. So we have to do a quickie-”

“No, we must achieve proper intimacy, and connect on a spiritual level. I know it may sound contradictory, but believe me, you will come to understand.” Gently she pushed him back and clambered atop him. Lowering herself with wings fully divided, she took his members into her lower openings, fingers linked with his claws and a soft cry escaping her pursed maw.

She moved atop him with a certain tenderness that soothed him; a purr-like growl escaped him. Half-lidded eyes gazed into his own, her breasts heaving and her hips rocking. Somehow, the priestess was taming the monster inside him; this carried on to his physical body, the glow from his scales going all the way from nuclear neon to a subdued pastel.

His spirit went into a trance with their slow lovemaking, his consciousness returning to his flesh. While his power was still there, he found himself able to control it, and calmly turned it upon the undead Dragon Lord. “Sorry old friend,” he said while they grappled. “But you're long overdue for a well-earned rest!” His claws seized the sides of its skull, muscles straining and covered in veins that threatened to pop when he twisted. Cracks sounded and a roar escaped when he dislodged its head.

Blood which powered it erupted in a gusher that painted the pyramid. Its body toppled from the sky, crashing and lost in the dunes, which erupted into a sandstorm that whirled for sometime after. “We did it,” said Somnambula as they became one, unified momentarily by a shared, transcendent ecstasy as all rational thought abandoned them with a shared howl.

With a flash Spike's body returned to normal, his much smaller frame drifting to perch on the pyramid's side. He huffed in satisfaction, sensing that Somnambula had returned to her own body, and knowing that while the threat of his body becoming a weapon of mass destruction had passed, he had paid quite a price in the process. “My lifespan's been cut short, huh?”

He didn't need the prophetess to confirm it; he instinctively sensed it was true. Such raw power was too much for any normal creature to maintain for so long. But how much time did he have left?

He smiled toothily, deciding it didn't matter. They had saved the day despite the odds. Taking a moment to look upon his handiwork, he headed back inside to check on his allies.

*****

Over the next few hours Twilight Sparkle transported her allies into the safety of the pyramid. The tunnels had been compromised, and morale was low with the latest losses. With some reluctance Wallflower Blush shared what she knew about Sunset Shimmer's whereabouts, unable to take talk from anyone that she might have abandoned them in their hour of need.

“At least we know they're okay then,” said Twilight to herself. “But I still wish she'd told me!”

Wallflower huddled in her tattered cloak. “She was supposed to be back soon. Maybe something happened...”

Spike stood in a corridor with them. “You think Sombra-?”

Wallflower shook her head. “I'm still not sure what to make of Beatrix and Bellatrix, but Trixie, Shining Armor, Cadance, and Flurry Heart are with him, so I doubt he'd be able to spring a trap even if he wanted to between all of them.”

“Yeah, Sombra's a jerk, but he's not stupid.” Spike sighed. “Still, what bad timing!”

“I'm sure they had good reasons,” murmured Wallflower who kicked a booted foot. “And that they're working hard.”

“I'm sure they are,” replied Twilight. “Hopefully, they'll be back soon. I've already teleported in all the survivors and our belongings, but we still haven't formalized this alliance. I'm not entirely...comfortable with what we have to do.”

“You mean sleeping with Sombra,” noted Spike with a frown.

“Yes. He makes my skin crawl. Giving him another chance is one thing, but that level of contact? Celestia and Luna showed me evidence of his terrible crimes.” Her face darkened at the memories. “He was a complete monster!”

Spike placed a claw on her shoulder. “I'm sorry. We have another problem, too. Helping all these new people fit in here.”

“Yes...especially when they're still in mourning. I feel like I've lost Pinkie all over again...” Twilight wiped her eyes, the moment of Limestone's passing replaying in her mind's eye. “I've lost so many already, and I know there will be more.”

“Maybe it's a bad time to share this, but...” He fidgeted. “I almost burned myself out unleashing my true power. As a result, not only is most of it gone, but...well...I traded who knows how much of my life in the process.”

“What?! How much longer do you have?!” She burst into tears and hit his chest. “No! I don't want you to-”

“Easy now.” He gripped her arms. “Come on, it's not that bad! I could have another twenty years left, maybe?”

“No...” She sunk her face into his chest. “You're supposed to stay with me forever! I don't want to end up alone...”

“I'm not dead yet,” he reminded her. “Besides, maybe Cadance and Flurry Heart will still be around? Not sure how the rules of alicorns work, but I hope the loss of their horns didn't shave off centuries from them, too.” He stroked her mane, pressing him to her. “That's enough depressing talk, I think. It could've been much worse. Somnambula saved my life; no, all of us!”

Twilight nodded with a sniffle and looked up at him. “I hope she's okay.”

“She's holed up in her shrine at the moment,” he said. “Tried to see her but Diamond Tiara and Cozy Glow barred the way.”

“The sphinx was badly wounded while fighting the Demiurge,” noted Twilight. “I tried to look at her wounds but she wouldn't allow it. I'm worried about her, but she's so prideful there's only so much I can do. I hope she'll be okay.”

“Hey, you tried. Let's all relax for a while, until the others return.”

Wallflower cut in with, “Due to all the materials here maybe we can work new armaments. I could tell Rarity and Sweetie Belle were already eying them. It's all a matter of how generous our hostess proves. I'll see about crafting some more arrows.”

“And I'd better train some more,” said Spike. “Feel free to join me anytime!”

“I'd like to,” admitted Twilight. “But I have a lot to take care of, including those eggs we captured.” She removed the container where they were embedded, showing off the pulsating, wet orbs trapped in an emerald gelatin below the magically reinforced glass. “Ever since the Demiurge came near them, they've been acting strange. I'm not sure what it means?”

“Sombra might've had a point,” he replied. “Maybe you should burn them.”

“Maybe...but there are living creatures inside. I want to ask Sunset's opinion first, at least. She could probably sense if whatever is inside these can be saved, or if they're nothing more than monsters.” She placed it back in her bag which was filled with tools and reading material. “I'd better make the rounds. I'll see you two later.” She smiled and then trotted off.

*****

By now, Sombra's students excelled in their craft. He'd repeatedly tested their limitations over days, taking note of their strengths and weaknesses. As expected, Bellatrix was impatient and would often try and brute force her way through things. Trixie was easily distracted but could come up with creative solutions on the fly. And Beatrix shared many of her mother's best and worst qualities, mischievous and prone to showing off, but intuitive and able to learn rather quickly when she applied herself.

He continued to read the holy book between sessions but restrained himself from reading too deeply as to keep his mind intact, settling on one new spell each day. It was a constant reminder that the tome was a tool he needed to master rather than the other way around.

Nor were they the only ones to make substantial progress. “Check them out,” called Flurry Heart who had attached makeshift horns to herself and Cadance, shiny metal pieces embedded into the cracked stumps. She cautiously started with simple telekinesis, the extension lightning up while she channeled, and concentrated. “Urrr...uhhh...come on!”

Her eyes closed to concentrate, and after several moments, her aura wrapped around a few pebbles to lift them in the air.

“Looks like it's a success!” Sunset clapped, and Flurry dropped the stones, her concentration broken. “Oops, sorry!”

“No worries. It's a test run,” said Flurry with a small blush.

Cadance stroked her own horn. “I'm sure it will be easier in time. And you've taught us how to cast well enough with our hands. You have our gratitude, Sunset. You've certainly lived up to all the praise Twilight has heaped upon you!”

“Thank you, Princess.... I mean, Cadance.” She too reddened. “What about you, Shining Armor?”

“Don't have a sparring partner about, so there's only so much I can do, but I've kept in shape!” He studied them all with pride, a look of ambivalence crossing his features when his eyes trailed over Sombra. “How about you and I practice some?”

Sombra nodded once. He could use swordplay as a secondary option in battle in case he couldn't cast magic, so he couldn't let his skills depreciate. “It should make for a nice diversion.” He fetched his sheathed blade, and with a metallic ring withdrew it, the two combatants facing each other down while everyone else moved back on the sands to allow them space. They stared one another down for a moment.

Cadance shook her head. “Shiny always likes this macho stuff. Still, he looks happy and handsome fighting in his white armor.”

Sparks danced every time sabers connected in a flash. While he usually hated to be shown up in any way, Sombra knew the Paladin was better suited to this, physically more robust and surpassed by few in raw skill. He strained to keep up, the duelists surrounded by the small circle of onlookers, who kept their distance in this mock battle to test their mettle.

Muscles were drawn and worked up into a sweat, their manes trailing behind them each time they met. Sombra could tell Shining was holding back, grinning, and he unlatched his armor with his aura, tossing it into the sand as he bared his chiseled chest to show off. His wife whistled, and his daughter clapped, while even Sunset and Trixie couldn't help but stare.

His only support came from Bellatrix and, to a lesser extent Beatrix, who appeared pensive and divided between them. But he didn't need her pity. He redoubled his efforts, both hands wrapped around his smaller sword, his body twisting when he delivered a blow that his opponent barely parried in time. He almost lost himself in the moment, no longer holding back.

Continuing to press the attack, the flat of Shining's blade connected with the side of his foe's skull, dizzying and momentarily blinding him. He was knocked to the dirt, and the Paladin laughed, which made Sombra shoot to his feet with renewed fury.

Suddenly an aura wrapped around them both, slowing them. “Okay you two,” said Sunset who strained to restrain them. “I think you've worked off enough testosterone-driven machismo for now.” They lowered their sabers, Shining a tad sheepish and red-faced, while Sombra glared darkly for a moment, fuming before reminding himself how childish they were being.

“Seems my student's antics are rubbing off on me,” Sombra chuckled to himself as he sheathed his sword.

“Father,” whispered Flurry. “I know you don't like him, but that wasn't very nice.”

“Sorry. I got caught in the moment and wanted to show off,” Shining Armor admitted.

“Shiny's always been that away around cute girls,” teased Cadance who pressed herself upon him. “That's how he helped win me over. I could see the potential in him and wanted to work on him. But he still needs to be kept in line sometimes.”

Shining approached the sorcerer. “Look, I was wrong. I just...get worried sometimes. What with how close you and Beatrix are.” He offered his hand, and after a moment, Sombra took it, the two sharing a strained smile while they shook.

“Glad that's over with,” said Beatrix with a smirk. “You're the two most important men in my life, after all!”

“We've come quite a way,” said Trixie, who rested a hand on her hip. “But our friends might need us! So, how about it, my little hellspawn? You think you can take us back yet before we're too missed?”

“I can try. It's thanks to teacher's training I was able to hone my powers, to the point where I could take people here without fear of ripping them apart during the journey. I can't explain it, and maybe it's due to our ties to the Necronomicon. But having Sombra and Bellatrix around seems to make it easier to control my powers?” She chewed on her lower lip, unsure.

Sombra nodded. “It's your choice, my student. Nonetheless, you've all excelled passed my expectations, so feel proud!” He told himself she had to still have the power to tear holes between realities inside her, even after the abomination abandoned her; that it was merely a matter of confidence. She'd been scared of herself forever, assuming she was a monster; but the love her family showed her taught her otherwise.

With a deep breath Beatrix took the first step forward with a renewed confidence and sense of purpose. “I can't take the blame for the Demiurge's crimes, but I still consider it my responsibility. I admit; I wanted to run away and abandon this Equestria when I first came. But now? I'll do whatever it takes to save it.” She clasped the Prima Materia in her palm with a smile.

Pointing her index finger at the sky, she slowly started to draw a circle, hopeful for the best.

*****

Retiring to her shrine, Somnambula shut out everyone but her understudies, Diamond Tiara and Cozy Glow. She had requested the sphinx's presence, who had politely denied her, and wandered off on her own. “Don't let pride be your undoing,” she'd gently warned her. “Remember, I am your friend, always.” She'd stroked her cheek before the guardian wandered away.

She inhaled the aroma of her incense and sat down to meditate. In truth, her session with Spike had taken a lot out of her and she'd need quite some time to fully replenish. While the current crisis was over, the newcomers to the pyramid looked after by Fluttershy and Tree Hugger who welcomed them in, she couldn't help but feel anxious about the battle to come.

The doors slammed open. “Hey,” called Tiara who shot up to block the path. “You can't just-”

An aura enveloped her and pushed her aside; not too roughly but rather firmly. “Do not interfere, little one,” warned Sombra who marched onward. Cozy Glow cowered in a corner, nodding while the priestess rose to meet the intruder with a neutral expression.

“I am pleased to have you return to us,” she said. “I trust the others are also well?”

“No thanks to you!” His horn was still flaring, holding her prized student at bay, but while she could easily retrieve her hidden cat of nine tails she was in no state to put up a real resistance. Suddenly he was upon her, hands tightening around her throat, squeezing the life from her. “To try and make me your pawn was one thing. But you've put the very lives of good people at risk! For that, I will not allow your treachery and agenda to continue...”

She was tipped back on the altar, gurgling and spittle running from the side of her lips. Her eyes felt like they'd bulge out of their sockets. Her face was coloring, darkening, the flow of blood shut down and her senses dulling as she started to black out.

His face was a visage of pure anger. So focused was he on his task, his hold on his aura weakened. A crack sounded and sheering pain brought him out of his intentions when an urn connected with the back of Sombra's head, shattering into fragments. Blood trickled from his cut scalp, dripping between his eyes, his grip released on Somnambula who coughed and heaved, a trembling hand holding the ankh between her breasts.

Diamond Tiara balked when he looked back at her, still holding the broken urn. “I'm sorry, Sombra. But we can't start fighting each other when the Eldritch are knocking at the door,” she stated quickly recovering herself. “Now get off her or I'll sick the sphinx on you and let her tear you to pieces limb-by-limb!”

“It's fine, Diamond Tiara...” Somnambula coughed. “I deserve that. Though it would be very cruel of you to slay a woman with a child growing in her womb...”

Sombra glared her down. “You say that as if I haven't done even more heinous acts..."

"Yes.... But you no longer want to live that life, do you not?" she asked, smiling weakly. "As the times grow darker, a person's true colors are revealed, Sombra. I wonder what your colors will be in the end; a dazzling light or darkness black as pitch?"

"Enough riddles! The only thing you should be revealing is your true intentions.”

“The same as yours, Sombra. To save Equestria at any cost.... No matter the sacrifice.” There was a dangerous fanaticism in her eyes. “Ambition is what drives our fleshy vessels to serve the spirits. Yet to those who think they're in control, it's in the right to decide who lives, who dies, who prospers, who perishes. And for the longest time now, you've been fighting your urge to take control for yourself in order to appease the others. But...” She opened her thighs between his knee, exposing her puffy slit to him. “What if I let you take control~?”

“Enough! Don't think me so gullible to fall for your charms, seer. Is this a similar ploy that you attempted with Spike?”

“I simply offer what I can in return as a trade. It is up to you to decide if you should take it,” she murmured demurely with half-lidded eyes, his gaze drawn to breasts visible through sheer silk each time she drew a heavy breath.

“Somnambula! You don't have to do this,” began Tiara who set aside the smashed urn.

“Leave us. Please,” said Somnambula, and after some hesitation Diamond Tiara and Cozy Glow retreated, closing the doors behind them. Her eyes fell back to the conflicted emotions swirling in Sombra's red orbs. Boldy, she reached up to cup his face and tenderly soothe him. “Forgive me, love. I have hurt you so deeply. But you must understand the position I am in. Like you, I will not rest until Equestria has been restored. Yet for now, allow me to make it up to you. No schemes, no tricks or deceit, I swear on the spirits. My body is yours to use however you wish for tonight. I know you want to hurt me...so do it~”

“...if only to no longer stain myself in hatred. Not because you want me to,” he emphasized, hands tightening on her garments as he tore the silks open.

“Yes~! Give your anger to me, let my vessel release you of such troubling emotions,” she urged as he denuded her save for the ankh. Normally this was a sacred place, but she hoped the spirits would understand, as he pushed her back upon the altar and drove himself into her. She dripped upon it and him, flexing her wings, meeting his lips when his muzzle crashed into hers and exchanged their fluids.

Her form rocked under him when he used her roughly like she was nothing more than a hole to fill up with all his raw energy. Yes, this would be her punishment, this was how she would atone for deceiving him. He grunted, mashing her breasts and buttocks between his palms, railing her with a desperation that allowed him to vent all the emotions he'd been forced to keep bottled up since he started trying to play nice. Wet slaps rippled in the air.

Still not satisfied, he flipped her onto her belly so that she was bent over, pulling her mane and twisting it so hard she cried out a little. He was at least kind enough to open one of her oil bottles, and smear it upon her soft pink exit hole before he penetrated it in one savage slam, burying himself deep into her. Her rump bounced and smacked each time he plunged into her bowels.

She prostrated herself before him while he mounted her, her marehood clamping on nothing, missing the stallionhood that had filled it while she creamed down her thighs with low whines. She didn't mind, really. The spirits gave them flesh in order to enjoy it, to make life livable, and so long as one didn't overdo it she saw no reason not to indulge in their primal selves. Her face burned, twisted in rapture.

“You are close, my stud. Finish wherever you like~” she whispered looking back over her shoulder with almost closed eyes.

“I don't need your permission,” he reminded her administering a hard swat on her rear that left a hand print. After a few more thrusts, he growled and sunk himself balls deep one last time; blowing his load into her rectum. He panted with her, feeling weights lift from his shoulder as his anger and passion were depleted. Somnambula, struggling to keep on her body from collapsing, crawled her way up to his thighs; gentle kissing and licking at his coated cock while it grew flaccid.

"I hope my love has been sated of his lust and wrath," she murmured, licking along the edges.

“I am..." He responded huskily in parted breaths. "But don't think you are so easily forgiven. We are far from even,” he warned.

“Understandable. Then let me tell you this; the holy book is now bound to your soul. It cannot be passed on until you perish. I knew you were one of the few who could potentially master its power, and use its secrets to stop the Eldritch. It is an honor to be chosen, my love,” she stated, finishing with polishing his member as she pulled herself up to rest in his arms. Gulps sounded when she swallowed his seed.

“Perhaps...” He considered, drawing her closer with unexpected tenderness. She listened to his heartbeat, sensing the ambivalence that drove him. “You've turned the young ones into acolytes. Diamond, I can understand. But why include Cozy Glow? Surely you're not so naive as to trust her.”

“She too is a lost soul that seeks direction and believes power will fill the hole in her heart. I believe her desire to avenge Tirek is sincere. Do not misunderstand; I hardly trust her. I'm simply trying and guide her." She pulled her head up to gaze into his softened eyes once more. "You hold much resentment for me; I feel it deeply. You fear that your attempts to change are not your own, that the tome has warped your will. But you've proven to be able to resist the call; though at a price.” She stroked his bleached mane. “You have chosen to walk the path of a champion despite resistance. So rest assured, Sombra. You are changing because you decided to."

A weary sigh left his lips before they found hers once more. "You have no idea how good it feels to hear that..."

A sincere smile was on hers once their kiss ended. "You are to guide us in a new era, my love. But you alone will not be enough. Spike too is a hero, and it is through our combined forces that we will end this madness once and for all."

He nodded, “I agree. We have the numbers and resources. We should organize a last strike.”

“I'm sure you hold more questions to ask, and I will gladly answer them for you. But for now, let us make preparations. Tomorrow, I will organize another banquet. And should the spirits smile upon us, we will finally be able to formalize a union between our allies.”

“I must also undo an injustice I'm partially responsible for,” he admitted cryptically.

“Then I wish you good fortune.” He reclaimed his clothes and left her. Soon Diamond Tiara and Cozy Glow returned, and she asked them to bathe with her, stripping down and settling into a warm bath where they rubbed oils into her supple flesh. Soap suds ran down her glistening skin.

She didn't remove her ankh even now, her mind distracted under a number of things; the losses they would no doubt face when they gambled on one more war. What the sphinx was keeping from her.

*****

Night fell and everyone settled into the many rooms made available to them. There would be time for reunions tomorrow; most of them were exhausted and still haunted with the recent losses, some still in mourning with Limestone's demise.

Shining Armor carried Cadance to their new abode, bridal-style, exchanging a kiss which made her giggle. She said, “It's like our wedding night!”

He chuckled, closing the door behind them with his booted foot. “Guess the big, bad knight will have to sweep the maiden up and ravish her again, huh? Just rewards after he saved her from those terrible villains!” She played along with a laugh, as he tossed her onto the bed where she landed with a bounce, then pounced on her and practically ripped off her clothes.

They were soon making love with a shared desperation, happy to have survived their trip, to be back home in Equestria with their loved ones okay. It saddened them to hear about the recent setbacks, especially the fall of Limestone Pie, who was still being mourned by a number of her fellow soldiers. The couple by contrast celebrated their continued life, and hoped that Flurry, who had settled into an adjacent room, couldn't overhear their wild, passionate lovemaking over the hours.

Finally both collapsed in exhaustion, soaked in sweat with their manes a mess. Lying in the their lover's arms, dimness enclosed over them, and they settled into sleep, knowing that a full day awaited them tomorrow.

Twilight Sparkle had set up a small laboratory in her space, and housed the encased eggs there, which Sunset Shimmer promised to help her study some more tomorrow. Like most they were also worn out and turned in earlier than usual.

Neither could have known the full extent of the Demiurge's power when it had cut a swath through the underground lair; that its presence had caused something in the eggs left behind by Chrysalis to react in unexpected ways. Infused by a portion of the abomination's power, they radiated with a dark magic that weakened the enchantments, until the surface grew brittle and cracked. Immediately the slimy cluster wormed their way free, sliding across the room and slipping under the door.

The maze of corridors were mostly deserted by this hour. The monstrosity was primed to seek out a certain target among all the possible candidates. Having momentarily taken a wrong turn, it slid into the shadows, barely escaping the gaze of the sphinx who was otherwise preoccupied by a nasty black wound on her underbelly. The infection refused to go away, no matter how often she picked at it like a scab, knowing that when she'd badly harmed the Demiurge it had mortally wounded her.

For a moment it considered trying to overtake the guardian, but wasn't certain it could dominate such a powerful, ancient predator. Instead it sidled past back to its original plan. Abandoning the area, it travel a ways further, finally able to locate its prey. The slimy mess slid under the door's crack, seeing the couple slumbering blissfully unaware within.

Maneuvering its way up a bed that was low to the ground with ease, the gooey cluster of sacks slid up the sheets. Cadance stirred a little when the slime connected with an ankle; it paused a moment until she settled then continued to work up its way up her leg. It slid between her thighs, her breasts heaving. The mass pressed against her sex, and a soft coo escaped her.

Slowly it parted her snatch and wiggled its way inside. She twisted a bit with low moans. The creature filled her sex, pressed against her cervix, and slithered into her womb where it swished against her slippery walls. “Ah...ah...”

Suddenly she shot up and held her belly which was strangely cold and full. A whine escaped her, rubbing her throbbing scalp, feeling like she was suddenly no more than a passenger in her own body. “N-no-!”

Shining blinked open his eyes. “Honey,” he whispered sleepily sitting up next to her. “What's wrong?”

She smiled at him. “Just a nightmare. A reminder of the terrible things Chrysalis did to Flurry and I, which still haunt us to this day. But we've learned how to deal with it, I promise. Go back to sleep.” She gave him a quick peck on the lips.

He hesitated a moment, studying her. “If you're sure. I love you, Candy.”

“You too, Shiny. I'll see you in the morning. Maybe I'll wake you up the old-fashioned way,” she hinted reminding him of how she used to give him fellatio, taking care not to awaken him until he was about to burst. He grinned.

When she was certain he was completely out, her smile spread maliciously, eyes shimmering a bright emerald for a moment.

The Queen stretched wide amidst a subdued yawn, testing her new physique with a flex of her plumage. She traced of her partner's bared chest while he dreamed. For a moment a dark thought crossed her mind of opening Shining's throat right here with her nails. But that would give the game away, and besides, she would have far more fun toying with him!

Chrysalis hadn't expected her experiment to work, but had decided to try it anyway. Now with a touch of the Eldritch's dark magic, she had been reborn through the infused eggs she'd implanted in Cozy Glow; free to infiltrate the alliance and punish all those who had driven her to this state, while Cadance remained a prisoner in her own flesh forced to watch...

Chapter 7

Horns sounded throughout the Pleasure Gardens the following day. Spike stirred and yawned wide, surrounded by a number of mares and a Kirin whose nude bodies cuddled with his own. His wingspan was wrapped around a number of them, along with his tail, his harem flocking to the Dragon Lord for the protection and comfort he was happy to provide. “Everyone sleep well?”

“Yeah, best rest I've had in some time.” Shining Armor had passed out between Sunset Shimmer and Trixie who were cradled around him. His first reaction was to cover his nakedness, but he reminded himself he'd slept like this all night.

Plus he'd have to forge his bond with these two soon or else they'd lose their place here. All mares were expected to bond with a male, in case they were needed to later repopulate Equestria, those required for other duties allowed to remain barren for now. But sooner-or-later they'd be expected to take either Spike's or Shining's seed into their womb if they wished to remain.

“Gnarly.” Tree Hugger rubbed her swollen tummy while she and Fluttershy munched on strawberries straight off the vine.

“I can see why no one would ever want to leave,” admitted Shining who brushed back his mussed up mane. And it was about to get even harder, pun intended, as he'd soon be performing before an audience with two of the loveliest mares imaginable!

“Time to perform my duties.” Sunset Shimmer rose, and beckoned the mares to line up, so that she could make certain they were down for the ritual orgy. Once she and Trixie mated with the Paladin, they'd unite into a herd, with the white knight serving as a lieutenant in the Dragon Lord's forces. Uncomfortable as they might be to them, they each had their own roles to fulfill.

Uncertain who to pick for this session, Spike settled on Shy and Hugs almost on a whim, unable to deny how their now heavily knocked up shapes excited him. And with the fertility potions Twilight supplied them with, the Kirin in their wombs started to develop rather fast. Unfortunately, she hadn't been able to find the ingredients necessary to craft more, much to the disappointment of his harem. Rarity would complain she hid them intentionally, until Ember and Smolder quieted her.

The flowers started to release a pink miasma that rolled over the exotic greenery. Their flesh burned all the way to their loins, the air thick with the aroma of their combined musk. And with Spike's enhanced senses, breathing in their mixed pussy scents made his nostrils flare and his twin cocks jut up, twitching and dripping and begging to be buried in them.

Those who weren't selected chose partners from the other concubines, or were content to simply watch, masturbating to lovemaking that made the air fill with a medley of sweet music. Moans overlapped or rang out in unison, pussies winking and squeezing out lubrication that matted their soaked thighs. Some of them whined and whinnied with shameless need.

Trixie took the lead with Shining, dragging her tongue down his dark rod and fondling his balls. Sultrily she met his gaze, and Sunset rushed over to help, lapping at the other half of his vein-covered cock. They kissed, nibbled, and pulled on his meat, worshiping it with perverse smacks, and lapping up the precum which continually oozed down his length.

But this was but a bit of foreplay, to work him up to the main course; he'd have to take them directly to satisfy the onlookers and prove his worthiness to claim the mares offered to him by the Dragon Lord. Trixie paused to say, “You can take Sunset first, Shiney.” She settled on Cadance's old pet name for him with a devious smile. “Then we'll conceive Belladonna, okay?”

He nodded, uncertain if another Beatrix really would be produced as a result, but hopeful nonetheless. Sunset had already taken a contraceptive potion in preparation, too useful on the field to lay around pregnant. He lifted Shimmer up, facing her while she wrapped her limbs around him and sat in his lap, the two sharing a slow, experimental kiss. “Should I, er, put it in?”

“What do you think, dummy?” She smiled warmly and flicked his nose, teasing his dick with a hand into her marehood which was contracting and watering it in anticipation. Gradually she sank upon him, taking him deep, and Trixie landed a hard slap on her ass to set her in motion. Sunset rocked back-and-forth upon him, digging her nails into his strong back.

He groped her behind with one palm, the other playing with one of Lulamoon's offered breasts. And in the distance he saw Twilight look their way on occasion, blushing hard when she noticed his stare and coyly turning away, pretending like she wasn't watching. Well, weird as it was, she'd always been rather curious, so he could hardly blame her.

While at the same time Spike took the lube offered to him by Twilight, and smeared it into Shy's and Hugs' puckered assholes, worried he might harm the Kirin growing inside them if he took them normally. But they cooed happily at any attention he gave them, resting on their sides with Tree snuggled up to Flutter's back when he sank himself into their exit holes.

His claws grappled with their now heavily swollen udders, veins visible from distended skin that overflowed with sweet lactation. “O-oh my,” murmured Shy with closed eyes. “Mommy's so sensitive. Will you please relieve us, Dragon Lord?”

“You heard the babe, man.” Hugs snorted with laughter, blushing with her. “Milk us like we're cows, okay? Don't stop squeezin' until we're empty, I brought some buckets we can fill, so we won't have to waste a single drop, you know?”

While he played with their humongous breasts, squeezing out milky droplets that beaded their erect nipples and rolled down their curves, his tongue wrapping around them and licking up the oozing drops that missed splashing into the small buckets placed near them. Somehow their milk was almost impossibly sweet, probably from all the rich fruits they ate.

Slowly he spread their anal rings, pushing into him, carving open their bowels with his girth. Moans sounded while they pressed their ample asses into him, driving him even deeper. Hugs reached around, playing with Shy's inflamed, wet clit, and driving some fingers into her dripping canal. “Oh Tree,” she whined closing her eyes and huffing under her ministrations.

Not wanting to leave Hugs out, his tail's spaded tip brushed between her legs, and sank into her cunt which winked around it. They lifted a leg higher, to better allow him in, and with a grunt he drove in-and-out of their hot pink rectums.

Spike loosed himself around the same time Shining did, the stallion holding her close to his chest and feeling her limbs wrap harder around him when she cried out. He was thankful he'd managed to hold back until now, finally allowing the dam to burst with hers, a deluge of their release mixing when their nethers gushed. He packed into her uterus, witnessing Spike similar paint the posteriors of his chosen mares, the first part of the ritual completed while they rode out their climaxes.

But he couldn't stop until he claimed Trixie before the crowds, as well. He hated to cut this short, wishing he could stay locked inside Sunset and snuggle a little longer, but she smiled with an understanding kiss, leaking onto his crotch when she rose and excused herself to one side. She said, “Your turn, Trixie. I warmed him up for you.” She winked and slapped her ass forward.

“The Great and Powerful Trixie will put on the best show they've ever seen!” She started by putting on a sensual dance for the onlookers, and especially Shining, raising her arms up high and shaking her tits, hips, and buttocks which jiggled while she cackled and smirked with half-lidded, lusty eyes. She was used to performing before a rowdy, bawdy mob, and while the fall of the world had put her out of practice, she quickly fell back into step, emulating the mating dances she'd researched.

She drew Sunset to her to help warm him up again, pressing their sweaty bosoms together, making out and feeling one-another up while they playfully shimmied. His penis twitched, desperate to plunge inside them. But Lulamoon took her time teasing him, waving her delicacies before him like she was raw meat before some starved, predatory beast who drooled lustfully over her.

Suddenly she was pushing him onto his back, swinging a leg over him while she settled onto him. Figuring she'd toyed with him more than enough, she slapped his cock on her pussy a couple of times, before guiding its tip and driving it into her. Her eyes rolled into her head, a lewd smile crossing her face, when she impaled herself on him, having denied herself any real sex ever since she'd lost Starlight Glimmer. In that sense they were alike, both mourning what was lost, afraid to truly move on.

She heaved atop him, letting down some of that trademark arrogance and letting her more vulnerable side show, her palms kneading his muscular chest. “W-well,” she whispered with a heavy blush. “Time to put Belladonna in me.”

He nodded and cupped her cheek, delivering a tender kiss. She shuddered pleasantly, leaning her face into his firm yet gentle touch, and her marehood squeezed him in a welcoming manner, ready to take his seed. He basked in her body heat, meeting Sunset from the corner of his eye who smiled warmly and nodded at him to proceed. Slowly he pushed up into her.

“Y-you're not bad,” admitted Trixie who downplayed her praise a little, worried she'd lose all her dignity.

“I think you're wonderful,” he replied not so insecure like her when it came to these rare moments of true intimacy. Nothing could replace Cadance in his heart, much like he didn't want to take Glimmer's place, but he could love her in his own way. She nuzzled him affectionately, continuing to trace his musculature while she moved in rhythm with him.

Their fingers interlinked while they made love. They wanted to be with each other, wanting to bring new life into this dying world, despite the troubles their child might face, in the hopes it might somehow make it all better.

Losing track of their surroundings, they surrendered completion to their passions, much like many of the mares around the Pleasure Gardens, almost moved to tears while they remembered what was lost. His teeth grit. “I'm about to-”

“Just hold on,” urged Trixie who was close herself. Desperately she cupped his hands on her breasts, flicked her clit and pinched one of his nipples, whatever she could do to stimulate herself further, whining in frustration to try and reach climax with him. Seeing she needed help, Sunset rushed to her side, nibbling and sucking on her neck while she fingered her anus.

Caught by indecision for a moment, Twilight decided to aid her too, blinking over and lighting up her horn. She applied a careful spell, her aura carefully reaching into Lulamoon, massaging her g-spot and widening her cervix to better take her brother's virile sperm. Her face burned, trying to keep her thoughts scientific, reminding herself it was simple reproduction.

It was almost too much for Trixie's poor, overstimulated brain to handle. Her eyes fully rolled into her head, her tongue lolled out while she wailed, going limp while she spattered the two helpful mares and absolutely drenched her lover in mare honey. He grunted and his flared tip sunk directly into her opened womb, layering its slimy walls with an excess of spunk.

“T-Trixie?!” Sunset caught the witch who passed out, still skewered on him with a goofy smile on her face.

“Don't worry, she's fine.” Twilight looked her over with a sigh of relief. “Just a little overwhelmed!” She shared an awkward smile with them. “Um, sorry I interrupted, but I wanted to make sure things turned out alright. She should be inseminated for sure, after this. I can tell she's really, er, fertile.” Some bashfulness returned as she rubbed Trix's swelled belly.

“Thanks, Twiley.” Relaxing, he pressed Trixie's sleeping, perspiration drenched frame to him, still buried in her.

Horns resounded to end the ritual orgy. Not that it stopped Shy and Hugs, who knelt before their Dragon Lord, licking his halfway flaccid members clean. Gently Spike placed his claws atop their heads, helping direct them while he ran claws through their manes and over their scalps. With Shining Armor as his new lieutenant, and Trixie's magic, he'd furthered his position.

He'd wait a while, until Fancy's camp settled down, and try to approach again. They were obviously struggling terribly, if they'd turned to a monster like Sombra of all ponies for aid, and he couldn't simply leave them in his clutches. And while they might resent his intrusion, he knew that in order to eventually mobilize against the Eldritch, the alliance needed a firm leader.

*****

“I'm not certain,” admitted Octavia with a tired sigh who leaned on a wall with arms folded. In her slick black suit and fedora, she cut an impressive presence, and some believed she could easily take the reigns from Fancy Pants if she wanted to. “It's true if we joined up with you directly, your position against Sombra would be far more secure, but...”

“Think it over carefully,” urged Limestone who looked between Tavi, Vinyl Scratch, Fleur de Lis, and Fancy. “Morale is pretty bad. If the others start to doubt Fancy anymore? Well, it's almost certain they'll turn to Sombra for support! That traitor Somnambula has already been spotted near him! I thought she had more standards!” She clenched a fist.

“Yes, I wasn't too surprised Diamond Tiara turned, but...” Fancy shook his head.

“I was hesitant to form a herd too,” admitted Fleur. “But ponies will perceive my husband as stronger, more worthy to lead the more mares fall under him. It's now an arms race between him and Sombra. And we must be pragmatic.”

“I should have never requested Sombra's aid.” Fancy bitterly recalled the moment they'd happened upon him in the ruins of a recent battlefield, crippled at the time and leaving him with the choice of saving him...or finishing him off. Fleur had wanted to slay him then-and-there. “But much as I loathe to admit it, without him we probably wouldn't be here now.”

“I know. We have to take matters into our own hands.” Octavia pursed her lips, and the DJ squeezed her arm with a sympathetic smile. “Is there really no other way? Are you okay with this, Vinyl?” With a casual shrug Vinyl set her shades aside, and took Fancy's hand, nodding. “Okay,” she relented. “I...I'll do it. For Equestria's sake.”

She started by removing her hat, jacket, and tie, then slowly unbuttoned her white dress shirt. With the removal of her clothes it revealed how much slimmer they made her appear, surprisingly supple breasts in a lacy black bra spilling out. She kicked off her dress shoes, tossed aside her belt, and shimmied out of her slacks, unveiling a similar pair of silk panties that clung to her well-shaped hips and posterior. She obviously took great pride in her perfectly-sculpted body, almost on the level of Fleur.

Whereas Tavi hesitated to take the final step and discard her undergarments, in contrast Vinyl rather lackadaisically chucked her white top, shoes, jeans, and even the neon colored bra and panties which she mischievously tossed to Fancy. Of course before Equestria collapsed she'd run an underground rave club full of drugs and wild parties full of debauchery, often playing her role as a DJ fully naked, the strobe lights drenching her bared curves which she shook in a sweaty mess to pounding music.

Somehow her body even outdid Tavi's, and she grinned, pinching her wide pink nipples. Tavi huffed in defeat, and removed her last coverings, similarly baring herself to their leader. His wife removed his clothes with help from Limestone, and he studied their luscious forms, uncertain who to begin with. But the DJ made the choice for him, kissing Tavi before she moved in.

She pushed him back with a playfully swat on his chest, crawling atop him rather slowly with a huge toothy grin, her breasts hanging suspended and swiveling while she swayed her hips and buttocks. While she'd been struck mute by the Eldritch's mass butchery, she'd done her best to bounce back and relish life, determined to take whatever pleasures were offered to her.

Besides, her flesh could communicate all her needs, her snatch already starting to wink and water itself. Behind close doors she and the often too prissy Tavi shared a love life, but she did miss casual hook ups with stallions at her old club. Just someone who would take control for a while, ease her stressful life, and push her to give them a blowjob or fuck her in a bathroom stall. The kind of wild, bestial breeding that her current marefriend was hesitant to ever indulge in, to her disappointment.

But for Vinyl it was ride-or-die. She didn't wait for an invitation, wasn't certain how well Fancy could take charge anyhow, and took him inside her with a quiet chuckle. Unfortunately they faced the same dilemma, Tavi and Scratch unable to let him seed him, since they were both skilled on the field. In contrast Sombra had surely knocked up at least a couple of his mares by now.

*****

Speaking of the dark unicorn, Sombra was observing Fancy's recent maneuvers through the silvery liquid, a petty grin clear on his face. "The poor musicians..." He snickered. "At this rate, they'll be wondering if poor old Fancy is even capable of knocking any of them up; let alone his wife! If only Octavia and Vinyl were a bit wiser to realize just who is the winning team. No matter the stalemate we're in, the addition to our lovely Pillar of Old will surely help flourish their doubts~.”

“Foals have taken root in the pair of you,” noted Somnambula who paused to stroke the bellies of Pacific Glow and Diamond Tiara. “The others will soon see Sombra is a natural born leader, worthy to seed the next generation. Fancy represents an old, civilized and sadly rather soft Equestria, one which he lacks the raw power to rebuild. He's an organizer, not a warrior.”

Inky shook her head, watching Fancy's seed loosed upon Vinyl's stomach, before she slid off and allowed Octavia to take her place. He lifted one of her legs, breeding the musician who squirmed and moaned low. “They're fools.”

“Poor Vinyl.” Pacific frowned, remembering all their old times at the underground rave club. “She kinda made me who I am.”

“Keep a close eye on them, report to me anything of importance as always,” he stated to Inky, affectionately rubbing her shoulder as he rose from his seat. During these worrying times of growing darkness and despair, Sombra was nearly astonished he'd so willingly let another handle his possible fate. Yet it was through her words and utter devotion from the beginning that proved him when she once claimed she'd follow him to the depths of Tartarus. Not only had he come to trust her, he may be feeling much more for the pale Pegasus than just a loyal servant or fucktoy.

He could sense it inside her. The growing envy of not being able to bear his children like her friend Pacific or Diamond Tiara. And it somewhat pained him to keep it that way. But in time, he would promise her; she'd be first in line to do nothing all day but bath in his cum and essence. But first, there was another matter that was more concerning...

“Beatrix has been mostly absent as of late. And it seems she's found a way to block out any attempts to peer into her mind or spy on her... and that simply will not do," he muttered to himself as he walked towards her quarters before finding his path blocked by some force. Somehow, she'd managed to erect a magic barrier around her lair; one that blocked any observes from entering or looking inside. Clever girl, he admitted, but she had a duty to him and she was not going to weasel her way out. Not while he lived to torment her.

To bypass her spell, Sombra lost his physical form before shifting his shadows through the tiny cracks and openings in the cave walls. Once within the cave, he resumed his form and walked into the windy tunnels; his boots echoed in the dim underground as a soft eerie breeze whispering through the cracks around him.

Once he arrived at the base, he was dumbfounded to fine another obstacle in his path. This time, a shimmery web-like barrier was around the entrance; the magic almost blinding. At this point, he was incredibly tempted to blast the damn thing out of his way, for he was confident his offences would easily price through her defences. But he managed to keep himself calm for he didn't want to alert and make a scene with the strange unicorn mare; especially if she had a trap somewhere he couldn't see.

“Beatrix Belladonna..." He called to her, acting as polite as he could manage. "...I wish to speak with you.”

And just like that, the obstruction diminished. But before he could invite himself in, Beatrix popped up to block him, hands cupped behind her with a troubled expression. "Y-Yes, what is it? Now's really not the best of times, Sombra..."

He didn't buy it; eyes narrowed as his hand cupped her chin to pull her face towards his, making it hard to look away from him. "Care to explain to me why you've gone the trouble in trying to keep me out? Need I remind you we have an agreement and you will keep up your end."

"I know! Listen, I'd like to explain, but I can't right now! If you'd just give me second--"

"What are you trying to hide from me, witch?! Let me in!" He demanded, his eyes glowing a dangerous shade of crimson.

Before she could argue, Beatrix was interrupted as a strange humanoid female with scarlet skin, tiny horns, and veiny membrane wings pushed her aside, her tail swiping about. They were squeezed into the narrow entrance; the witch nearly dropping the heavy diary she'd clumsily tried to hide behind her. “Hey now, no need to be so pushy!”

“Sombra...” said the succubus who looked him over with curious golden, slit-like eyes. “It's been so long, you're even more handsome than I remembered!” Shamelessly, she placed a palm upon his silver breastplate, tracing over it, tiny fangs visible between her lips.

"What? Who are you and how do you... know me..." His puzzled expression turned pained as a sudden flash of memories coursed through his brain; her face, expressions, feelings and memories. Clutching his aching head, his narrowed eyes widened before returning to gaze over the strange woman. "Wait...I...remember you... Bellatrix.... Yes, Bellatrix Primadonna..." He said in astonishment. "You exist on this plane as well?"

“Not quite. I was born in the Necronomicon, so there's no other version of me in existence. The Eldritch spent quite a lot of energy to resurrect me; hoping I could be used as leverage to twist my sister into their dark messiah.” She took his hands, pulling him further into the cozy little room despite the small protests of Beatrix. “We're kind of the same, really.”

“So it would seem.... You both are far more twisted than what your appearance would say!" He chuckled lightly. Beatrix grumbled as she hid Sunset's diary while he focused on her sister.

“No, what I mean is it all makes sense now.” Bellatrix proclaimed while undoing the top part of his armor and tossing it aside; leaving his muscular chest bare for her to snuggle up to and press her nude form against. It took him a minute to realize this as a small blush tried to peer through his dark fur. “I'm surprised neither of you have realized it yet!”

"Realize what..?" He asked, turning to Beatrix for any explanation to what she was talking about. She returned his bafflement with a shrug.

“You died twice on this world, didn't you? So how did you come back a third time? Didn't the timing strike you as odd? You simply popping up, crippled and with your memories scrambled, right when the Eldritch invasion was underway?”

"Now that you mention it, it is rather odd I have no recollection of what or why I was brought back to life..." He admitted. "I'm... still having a hard time following..."

“The destruction of the Necronomicon resurrected you. After all,” she reminded. “You do practice the dark arts!”

"But that's...not possible! I've been immersed into the scrolls, forbidden text and cursed findings for my research of dark magic. And not once did anything tell me if that far-fetched tale was a red herring or a secret to finding the forbidden tome. Besides which, wasn't I...I mean, a version of me, responsible for the Necronomicon's destruction in your dimension?"

“That's exactly it,” she explained excitedly, her tail swishing even faster. “You've been drawing on the grimoire's power for quite some time! All versions of you that ever dabbled heavily in its power and have died are now bound to the tome's fate! That's why when you came back, your memories were all messed up! You're like a bunch of Sombras rolled into one!”

“Y-you mean the Sombra we faced back in our-?” Beatrix swallowed hard when the succubus nodded. “This is crazy!”

“Pretty sure it's true, though. Don't you see? Our fates are all tied together, maybe now and forever.” Bellatrix wrapped her arms around the pair and pulled them close. “I don't give a crap about this world, or any other. I just want to be with you two.”

“Well, I do care!” Beatrix frowned. “Do you think maybe the Eldritch will try and use Sombra as their messiah?”

“Maybe if they believed he could reconstruct the Necronomicon. But no. I think they've settled on you,” said Primadonna.

"Hmph. To say my fate is tied to you is preposterous. Make no mistake; I am Sombra! And I will not fall victim to the shortcomings of my inferior counterparts!" While his declaration was boastful and loud, he was secretly hiding how anxious he was over the situation. Upon his unexplained rebirth, he'd wandered amidst a desolate land; lost and confused while on the verge of death. He'd feared the worst when a small party led of nomads led by Fancy and Fleur stumbled upon him. He'd been ready to lay waste to them with a spell in a final, spiteful act before she speared him.

But he saw the hesitation and fear in Fancy's eyes, playing upon his mercy until he'd taken him in despite the wishes of his wife. And after they'd nursed him back to health he'd started down his current path. Primadonna's tale stirred something in his soul, and fragments of memories from that other world slowly filtered in, of battles with Beatrix, Flurry Heart, and Trixie.

No matter the reality or insanity of the situation, one thing was for certain; the Necronomicon would continue to haunt them. While they'd annihilated its shell, the Eldritch trapped within one of its countless worlds were released. And while millions of their number had been lost, the few thousand that still remained were determined to hunt down Beatrix and start anew. The alliance needed him more than they realized.

He would ignore the succubus' nuzzling before returning the top of his armor back on his body. He rose up and made his exit, needing a moment to ponder and figure out for himself what sense any of this meant. He didn't get far as Bellatrix trailed behind him. Beatrix too was following begrudgingly, if only to try and pull her back to the cave in a futile attempt. He chuckled, recalling now that she was once brainwashed to serve him. And despite the horrors he made her face and the depraved actions he made her do, she was still in love with him.

“You've returned,” said Somnambula who strolled out to meet him. “Oh, and who is this?”

Before he could explain the she-devil's presence the caves started to quake. Sediment toppled, and elsewhere a tunnel collapsed with a deafening boom, as they were almost knocked from their feet and Bellatrix took to the air. But he could tell this was no accident from the Diamond Dogs and miners digging; but somehow he doubted this a mere natural disaster either.

Cracks spread and screams echoed through. Heavy stones were tossed about when machines tunneled up, a strange fusion of dragon skeletons and metal, powered by the blood of sacrifices. They absolutely towered over them, claws snatching out, seizing whoever they could find.

“Damn you,” cried Limestone, landing a two-handed blow with a pick axe with such fury it smashed bone.

“Necromancy,” hissed Somnambula.

“Wh-what do we do?!” Pacific had rushed out like many of the others, head darting about.

While a number attempted to battle the fiends it was clear they were no match for these war machines. Limestone had managed to wreck one before it scooped her up, placing the snarling mare in its ribcage, which closed around her and held her in place. Fleur, Tavi, and Vinyl rushed to defend Fancy, but they were quickly driven back, their weapons barely able to scratch them.

By now Sombra reasoned his powers had mostly recovered. He was aided by Bellatrix and a reluctant Beatrix, their fists and horns swirling with energy called upon, and they unleashed a combined blast that rushed out like a dazzling laser show, blowing apart one of the grotesque creations. The shattered bone fragments rained and skidded about, blood pooling out of its hollows.

“No, you can't!” Belladonna seized his hand before he could unleash another barrage, seeing Limestone trapped within.

“We have little choice,” he warned as his eyes glowed. “Without our intervention we're all-”

“Look out!” Inky spread her dark wings and hurtled to his side, barely able to knock him aside before a bony tail lashed out. She cried out when it snatched her up, constricting so tightly she feared her insides would snap, before the pegasus was placed within its core like so many others. “S-save yourself,” she called to him, mascara running with her tears.

“Inky~!” Bearing his teeth, Sombra called upon more power than he'd dared in quite sometime, despite knowing it could potentially annihilate himself and everyone around him. Black-and-purple flames that burned cold radiated around his fists.

He poised himself for a suicidal attack, weighing his options. But Inky was his right hand, his potential key to victory, and despite his nature he found himself unable to abandon her.

He closed his eyes and focused, loosing a violent storm of raw black magic. But with the help of Beatrix and Bellatrix, he was able to safely pinpoint the attacks to his targets as they weaved with him, helping direct the flow while they channeled. Several of the abominations erupted, volcano-like as they crumbled and molten blood oozed out from their smelted ruins.

“Oh yeah,” called Diamond Tiara who punched the air in victory, Sombra's true power clearly demonstrated.

Any celebration was immediately cut short when another shudder trembled under Sombra's boots. Before he could call upon another spell, stone split and a dragon's skull emerged with jaws opened, closing around him, Beatrix, and Bellatrix; who were swallowed by the twisted undead machine and cast into utter darkness while they were trapped within its humming core.

*****

Clanks sounded each time the anvil was struck in a shower of small sparks. Ember and Smolder had discarded their garments to work, forging the weapon and armor the Dragon Lord instructed they prepare. An intense heat radiated around them, the air twisting in waves, as they lowered the glowing armaments into waters which hissed and steamed to cool them. While dragons rarely bothered with such things, feeling they were a sign of weakness if relied upon, they knew ponies depended on them.

After countless hours of work it was finished. They'd used schematics laid out by Twilight and Sunset to complete them. Spike watched from the entry into the heart of the volcano, where glowing lava rolled and churned. “Looks like it's done, huh?”

“Yeah,” said Smolder with a claw on her hip. “Good thing we thought ahead!” She brushed her mane with her claws. “If this was normal hair, it would catch ablaze! But hey, it makes sense we should be tougher than them in every way!”

“Never mind that,” said Ember who crossed her arms and shook her head. “Check out the finished products!”

“Good stuff!” He lifted up the white armor that shined with an almost holy radiance and a broadsword to match. “Still, hunks of metal on their own will only help so much. Time for Rarity and Sweetie to earn their keep.” They'd claimed to have been working on an experimental new spell which required a delicate touch Twilight and Sunset couldn't quite achieve; an ability to enchant weapons and armor with runes that would place quite a large portion of power into a tiny space.

They delivered the creations to the sisters who awaited in the Pleasure Gardens by the pool. “Sweetie dear,” said Rarity with a bat of thick lashes, lounging around nude like she was sunbathing. “Let's show them how talented we truly are, shall we?”

“You said it!” Sweetie grinned, also bare and swishing her feet in the waters. They looked over the weapons and armor, having memorized the schematics which Twilight and Sunset wrote to their specifications, making certain the sword and armor were exactly right. “Looks like it's all in order! Oh, if only Apple Bloom and Scootaloo could see me now!”

“I'm certain they would be proud,” assured Rarity who hugged her wet body close. “Now, for the finishing touch!”

Their horns lit up and carefully the sisters applied the runes into the holes in the armaments. Concentrating, their magic filled the clefts, and they delicately strained their combined essence, until it started to crystallize into a neon blue. Over-and-over they did this, until the full body armor and broadsword were lined in these shiny symbols. After an hour, it was completed.

Sweetie panted, now drenched in sweat beads. “D...did it work?!”

“Let's put it to the test. Oh Shining~” Rarity waved him over with a smile, and he approached with Twilight, Sunset, and Trixie close by. “Mmm, almost a shame to cover up a natural adonis.” She pouted flirtatiously at his mild blush. “But I do appreciate a stallion in uniform!” She watched his companions help him into it, while Sweetie innocently hummed.

Pretty soon the Paladin was suited up, and with the white blade in his hands, he looked every inch the sort of white knight his parents named him for. He stood boldly, twisting the blade in his grasp. “Hey, it's all almost weightless!”

“Just like we projected!” Sweetie squeaked with glee. “With this, we'll finally be able to strike back against the Eldritch!”

“Let's not get ahead of ourselves,” reminded Rarity who nevertheless shared her giddy glee. “But yes, if we can mass produce similar arms, even a pony could potentially match a dragon. The runes are designed to multiply the innate abilities of our creations. That enchanted armor can endure a small explosion, at the least, and as for the sword-”

He stalked over to a boulder, swung overhead with both muscular arms, and the blade radiated an almost holy white, leaving an aura trailing behind it when he cleaved the stone in twain with ease. He grinned at them and Spike gave him a thumb's up.

They were interrupted when Sunset's diary started to resonate in her satchel, the only thing she bothered to wear here, choosing to casually stroll around naked like the rest of them. She plucked it out and opened it. “What the...Beatrix is in trouble.” Her eyes scanned Belladonna's hastily scrawled notes. “Looks like their clan is under attack from the Eldritch!”

Spike's expression turned stern. “There's no time to waste. Ember, sound the war horn. We'll mobilize and move in to support them.” Would they be in time? He didn't want to consider the consequences if they weren't.

Grabbing the Blood Scepter, he steeled himself for the bloodshed no doubt to come. He'd spearhead the war effort himself, as a proper Dragon Lord should.