Beatrix Belladonna in B.A.B.S. : A Cyberpunk Adventure

by Dr Sharaz Jek

Rating: mature
Tags: Gore, Original Character, My Little Pony: Friendship is Magic, Spike, Thriller, Fluttershy, Porn, Spike (EqG), Sex, Science Fiction, Profanity, Non-consensual, Violence, Babs Seed, Death, Alternate Universe, Human
Length: 47019

In a dystopian society, science has replaced magic which is almost extinct. A traveling magician from an alternate Equestria ends up in this cyberpunk future and must learn to navigate it as various parties seek to exploit her abilities.

One version of Equestria chose to pursue technology at the expense of all. As a result the Elements of Harmony went into remission and magic borders on extinction. The future has morphed into a cyberpunk dystopia, where gangs run the streets and corporations task mercenary death squads to clean them up.

One of these is B.A.B.S., headed by the infamous Babs Seed, under the direction of a company run by the self-proclaimed Dragon Lord, President Spike. However a routine run is interrupted when a portal opens and the magician that emerges ends up trapped here.

Now this stranger must learn to quickly adapt, despite her weakened powers, as various parties seek to exploit her. Soon she's involved in a number of conspiracies, including an encounter with a werewolf gang leader that claims to be the real Spike...

Note: All characters are 18 or older. This story takes inspiration from many cyberpunk sources, particularly Shadowrun, but isn't a crossover.

Special thanks to NotaPonyPerson, who will be contributing to this story and giving me permission to use his OCs!

Published 2020-06-29 04:20:00 UTC
Last updated 2021-08-22 01:53:16 UTC

Chapter 1

Neon graffiti spray paint swamped the brick alley, the drawings lewd and the words even lewder. The stench of urine, defecation, alcohol, vomit, semen, and garbage mixed into a grotesque cocktail, not to mention the splatters of fresh blood that socked into the cracks and began to dry. “Fuck my arse,” yelled Babs Seed who ducked down, another hail of bullets whizzing overhead. Her skintight suit clung to her curves, sticky with sweat, her heart hammering all the while.

She was the leader of her mercenary unit, and as such took the lead...which meant her freckled ass was always directly on the line. Her plush curves gave way to taut muscles below, her sweaty mane half-shaven in its punk-style cut. She chomped on her cigarette, smoke pouring from it and the assault rifle slung over a shoulder, which she leveled and fired into the darkness.

The scream of bullets split the air. “Goddamn bitch,” came a yell, one of her pursuers dropping with a thud.

Babs tapped on her communicator, crackle and static making her wince. “Where the fuck is my backup?!”

“A little busy,” replied one of her squad mates. It was difficult to tell which over the confusion.

Realizing she was on her own with her unit otherwise engaged, and that her quarry had turned hunter and led her into a dead end, she cursed incoherently. “So this is it, huh.” She inhaled, breathed smoke from her burning, flaring nostrils, her weapon threatening to overheat. She was down to her last magazine, and didn't exactly have any cover here.

She tried not to think about what they'd do if she was caught. Take her away and torture her? Rip her clothes off and have their way with her before they put a bullet through her brain? No, likely worse. They would probably remove her organs and cybernetics that multiplied her reflexes, laughing all the while and leaving her to bleed out amongst the dregs.

Taking a final look skyward, at the rolling smog that cloaked the nightmarish city, she felt strangely serene, almost zen for once in her life. She'd never been good at much other than breaking things, tried her hands at being a mechanic, just to have her cutie mark spitefully spit in her face. Now she just lived to have a good time, thrilling in the moment, spiting the world at large.

A smoke grenade rolled her way. She shrieked out her rage, fired blindly in the direction it came from, coughing as her eyes burned and teared up. Silhouettes moved through the gray cloud, no doubt hopeful they could take her alive. For a moment she considered a pistol at her hip, knowing that at least there wouldn't be much pain if she painted the area with her brains.

Instead she remembered her spare grenade. Pull the pin and she'd take the bastards all with her. She chuckled and her half-finished fag toppled out of her lips. She whispered, “Come on, boys. Just a little closer...”

It happened all at once. Her pursuers opened fire in a flash of light. The air itself opened into a widening slit, a bluish-white portal shimmering and humming in mid-air, swirling and gobbling up the gunfire. “Oh crap,” came a feminine squeak from within the nexus. From it popped out several smoke bombs, rolling out and spitting out plumes of noxious, colored smoke.

Babs stared wide-eyed in disbelief, her attackers, a bunch of burly cyborgs, sputtering in confusion and spraying wildly. She ducked down, thankful the mysterious void between them continued to eat up whatever was thrown its way, and laid her own shots into them, screams sounding as their knees were cut out beneath them in a messy red spray.

“Perfect,” hissed a deep, sensual voice from above, crouched down like a slinky animal with leather bat wings unfurled.

“Flutterbitch,” mouthed Babs under her breath. “Finally decided to join the party, huh?”

The rather voluptuous vampire went completely naked, like she always did on the hunt, relishing the blood she spilled over her supple curves. Her eyes were scarlet, her pouty lips opened with a hiss that exposed sharp fangs, and she pounced down on a mortally wounded merc, straddling him in a suggestive manner and noisily, messily sinking her teeth into his throat.

Flesh tore and his messy discharge ran down her bulbous breasts. Happily she sucked on him, eyes rolling into her head with ecstasy, her cheeks flushed pink and her eyelashes fluttering, draining his body dry as it kicked and quivered.

Babs shook her head and carefully marched closer, weapon still at the ready in case while she confirmed kills and made certain the wounded wouldn't be able to pull any last tricks. From the communicator in her ear she could hear the battle dying down, certain that her mercenary company, B.A.B.S., would clean up the rest of this latest disaster.

That left the portal. “Hey,” she shouted into it. “Show yourself!”

After a moment's hesitation a witch stepped through, garbed in a cleavage-bearing leotard, fingerless gloves that came to her upper arms, high-heeled boots to her upper thighs, a cape attached by a stylized eye, and a wide-brimmed cone hat, all marked by the appearance of an Ursa Minor's coat. She raised her hands defensively. “Uh, hello! I'm Beatrix Belladonna!”

“Babs Seed,” she replied with a curled lip, weapon still trained on her heart. “No sudden moves, okay?”

Beatrix forced a nervous smile with a twitch. “Whatever you say!” She looked at the rift out of the corner of her eye, like she considered making a dash back into it, then thought better of it. “S-so...what's going on here?”

“Just a standard mission gone to shit. You might've saved my life, but it looked like an accident anyway, and it's not like I trust you yet. You're coming with B.A.B.S. For now,” she ordered with a thrust of her head to march closer.

Flutterbitch paused with a sensuous lick of her lips, practically bathing in blood that soaked into her nude flesh. “It stands for Bad Ass Bitch Squad. Name after our leader, naturally.” She tittered and leered at the new arrival. “Mmm, and you look like a rather delicious meal. Especially with that stray bullet you took in the side.” Her laughter turned mocking.

“B-bullet...?” Beatrix clasped her stomach, stared at her warm, wet, and rather bloody palm. In the confusion she and Babs hadn't even noticed, but with her movements the wound under her costume tore and the red splotch spread, the adrenaline coming down and a sickening ache gnawing at her torn belly. “Hee-hee...” She snickered in disbelief, then fainted.

Babs rushed forward and barely caught her slack body. “She needs medical attention, pronto. Stupid girl, wandering into a middle of a gunfight. No way am I letting her die before I get some answers! We both know how rare mages are!”

“Yes, fine.” Flutterbitch wiped her stained lips on the back of her palm and dropped the pale, drained corpse.

“Deliver her to home base and watch over her. I'll rendezvous with our unit.” All-in-all, they'd gotten lucky. She watched Flutters scoop up their guest, her shapely hips and rear swishing when she hurtled into flight with a beat of leather wings. Vampires were almost as rare as mages, and despite her personality defects she was fortunate to have her muscle.

Stalking out into the streets, the atmosphere thick with the smog of traffic and other pollution, Babs pushed through the aimless crowds in downtown. Buildings flashed a nonstop staccato of droning advertisements. She'd learned to drown them out, like most everything around her, focused to an obsessive degree on whether they'd been set up this time.

Her gaze settled on a skyscraper that towered above the others. A phallic monument that served as a profane testament to who truly ruled this city. Few were able to meet the mysterious 'Spike' in person, but B.A.B.S. had that dubious honor after all the missions they ran for him. Dirty work done under-the-table, often borderline suicidal, but she couldn't complain about the pay. Likely pocket change to him, but more than enough to improve their gear and keep them set for weeks, at the least!

With an exhale at another day survived, for the moment, her boots crunched on concrete as she headed homeward...

*****

Hazy eyes opened to bleakness, penetrated by the soft glow of computer terminals. Beatrix winced with a low whimper, cold and clammy, stripped nude save for rows of bandages wrapped around her midsection and a blanket. She drew it around her, sat up in the bed, and took in the room, tossed platinum locks with a violent tinge stuck to her cheek. “Where am I...?”

“Your new home,” came a familiar voice as 'Flutterbitch' stalked over, garbed in a leather dominatrix-style bikini that emphasized her curves. It was studded with shiny steel, barely able to contain her exaggerated figure.

Beatrix shook her head. This place was unlike any she'd ever encountered in her travels. From the little she'd seen they were over reliant on technology, violence was practically a way of life, and those connected to the supernatural were unusual. “My wound, it's...?” She traced her belly, surprised that the damage had already healed. “Magic?”

“Not exactly. A gel used for healing. Hardly cheap, but effective. But enough of that boring stuff.” With a swivel of her hips Flutterbitch closed in, past a table with a tray where the bloody bullet removed from her lay caked in dried blood. A pink curtain of hair half hid her face when she fingered a lock and asked coyly, “Do you think I'm beautiful?”

In truth Beatrix struggled not to stare. “Er, yes. Very much so.” She gulped when the vampire moved in, unable to break her gaze, those hypnotic crimson eyes pinning her in place. “Hey now, what are you-”

“Shh. Hush, little one.” Shy pressed her index finger over the witch's lips. “Let momma take care of you.” Gently well-manicured fingernails brushed over the blanket, and brushed it aside, exposing the flesh below, the curves catching the soft glow of terminals around them. One-by-one, she unraveled the bandages, and let them drop. “You're such a cutie.”

“Tee-hee. Thanks,” replied Beatrix, whose head swam with delirium, like she was in a drunken stupor, brought on by the pheromones emitted by the impossibly beautiful vamp. Her violet eyes never blinked, her heavy bosom rose and fell, and her painted nails clawed into the bed in anticipation, a dopey expression plastered on her face.

“Good girl.” Shy started to undo the buckles that held together her fetish costume, undoing her top first, her swollen tits bouncing loose from their prison and knocking together with an audible slap of flesh. The heavy pear-shaped orbs sagged a little from their sheer size and weight, the width of her inverted pink nipples almost overtaking their swollen tips.

Drool ran from the corner of Beatrix's mouth. “Can I...?”

“Touch them? Oh, yes.” Shy cupped them with her palms and squeezed, rivulets of milk squirting from them. “Drink deep. I know you want to.” She undid more belts while Beatrix moved in to a stiffening nipple that peaked out, taken into the witch's mouth who encircled the perky nub, suckling down the impossibly sweet nectar that ran down her chin.

Now fully denuded, Shy clasped the witch to her, and crawled onto the bed with her, kneeing open Beatrix's thighs. A tuft of pubic hair decorated Shy's pussy, which she pressed to Beatrix's own moist, inflamed cunt, and gyrated her hips in subdued motions, the hum of machinery now dulled by wet schlicks and slaps each time their pussies connected in rhythm.

Strings of juices connected them, heart-shaped swollen clits kissing and rubbing, glistening and trickling down their thighs. Belladonna lost herself completely in a haze of pleasure, uncertain why she was doing this and especially so soon, other than the fact that it felt so damn good. She felt herself surrendering her entirety to this woman she barely knew.

Flutters increased her pace, groaning in a bestial manner while humping her hapless prey. “You want to be mine,” she whispered into her ear. “I'll give you thrills beyond your imagination!” She humped her faster, their asscheeks jiggling and slathered in perspiration, clapping with each violent impact which made their nethers clench in anticipation of release.

Glazed-over eyes turned to hearts, Beatrix's mind dulled from overwhelming, all-consuming bliss that rushed throughout her entirety in tiny electric tingles. She shivered and moaned in delight, huffing, her nowhere near as impressive but still quite bountiful tits bouncing each time their twats met in another sticky, gooey kiss that ran down the cracks over their asses and over their puckered pink assholes. She cast back her head and wailed in delight, creaming all over herself and her lover.

“You're mine,” announced Flutters in triumph, all her pet's defenses broken, and she sank her fangs into one of Belladonna's tits, suckling on the fleshy globe, blood running messily down it as she squirted all over her to, more from the act of utter dominance than the sheer pleasure which she was used to. She ground into her, drawing all their multiple orgasmic releases.

A click sounded and Flutterbitch was forced to paused. She looked to her side, Beatrix still quivering under her, breasts expanding and contracting with each heated breath, her skin glistening. “Back off,” warned Babs who held the pistol to her head. “Even your regenerative powers won't matter if I splatter your gray matter all over the floor!”

“You don't know that,” mocked Flutterbitch with a low, childish snarl.

“Let's not find out, huh? She's under my protection! You've got no right to make her a thrall!” Babs had seen her go through dozens of them, addicted to what she provided like pathetic junkies, until she grew bored of them. They were often sacrificed on their missions, but much as she hated to admit it, that had saved their asses on countless occasions.

“You're no fun,” said Shy with a pout. Licking down the rest of the blood she'd taken, she rubbed down her shiny nude skin, and stepped back into her bondage gear which she clicked into place. “Where are the rest of the crew?”

“Around. We all made it, little thanks to you. Anyhow, I've got an appointment with Spike later tonight. You'd better behave while I'm away.” The boss insisted she come alone, and used B.A.B.S. In secret to help wipe out the crime epidemic. But no merc unit, no matter how good, could hope to stem the tide. At best they were another small clean up crew.

She hoped the rest of her team could keep her under control. Her eyes wandered back to Beatrix, who might be too tempting a snack left unattended. She decided someone would man the security room at all times, cameras placed all over the base, thankful that the fables about vampires not appearing on film being untrue. Granted, few of the myths applied to Flutterbitch.

Returning to her cramped room, mostly stocked with military gear and supplies, Babs stripped down completely and casually tossed her stuff aside. She ran her hands over her body, soft freckled skin over well-toned muscle, the enhancements in her so subtle they were almost impossible to detect. They made her stronger, faster, able to take more punishment, but at a cost, for they also increased her heart rate when she pushed herself, to the point where she might someday have a heart attack.

“We've all gotta go sometime,” she reminded herself with a wince. Part of enhanced musculature had torn. The pain she could deal with, but the expenses to repair it would set her back, almost make her break even after everyone was paid up. “Damn. Hopefully Spike will give us another hefty bonus. Sure could use one.” She collapsed onto her back with a sigh.

*****

Gradually her senses returned, and Beatrix sat up, her bare bottom smooshed on the still moist sheets. She flushed and nervously fidgeted, barely able to recall what had just happened. Her nails traced over the bite marks on her bare tit. Much as it shamed her to admit it, that had felt quite wonderful. Her body still burned from that unspeakable thrill.

Otherwise she felt like a fish out of water here. She had no allies, not really, and the counterparts of those she knew were unlike any version she'd met. At best Babs had the rage and self-destructive nature she'd know, although she'd never really known her that well. “I really messed up this time, huh? Oh well, that should be easily fixed.”

She traced a circle in the air, calling on her special power to tear a rift between realities, ready to slip away in the night. Nothing happened. She grumbled in frustration, tried again, with the same results. “What in Tartarus?!” She felt more helpless and vulnerable than ever.

Fumbling about for her costume, she found them stocked in a messy pile nearby. She dug through her cape, felt about the hidden sleeves, then breathed a sigh of relief to realize her tubes were still there. Each one contained a potion she'd crafted with alchemy in case of emergencies, plus there were a number of small smoke bombs.

“Finally some good news,” she muttered to herself. “But what should I do now?” There appeared little choice but to stick with B.A.B.S. For now. Hopefully some of their other members were a little friendlier. She'd had about enough grief already.

Most of the time she craved adventure and freedom, rarely settled down anywhere for long, unable to sate her boundless curiosity. Right now she desperately wanted to return home, to see a familiar face, her family, her mentor, anyone she could love and trust. She choked out a few tears, curled up in her blanket, all she'd seen of this world a dystopian nightmare.

After taking a few moments to wallow in self-pity, she forced herself to stand and slipped back into her attire. Somehow, she had to discover a way back, figure out why her ability had abandoned her at the worst possible moment. She wiggled her fingers, which radiated with sparkles, and weaved a simple spell as a test, making tiny fireworks pop at her fingertips.

“Whew.” She wiped her watery eyes on the back of her hand. “At least I'm not totally useless here.” She hadn't trained with weapons or in unarmed combat. Without her magic, all she had were her wits, and while she could be clever she was hardly a genius. In truth, even the mere sight of firearms made her jumpy, despite all she'd been through in her short life.

“Maybe I should've stayed on that paradise world.” She shrugged, knowing it was too late for regrets now. At least her sister Bellatrix would be safe there, until she returned. And she swore she would, no matter what it took.

With a hand on her hip she announced, “Okay, Beatrix Belladonna, it's time I saw what else this crazy place has to offer!”

With a newly discovered confidence that matched her mother's, Trixie Lulamoon, she redressed and for the finishing touch doffed her hat. Then she slipped outside the room, made a cross with her upraised arms each gripping a smoke bomb, and let them drop and roll amidst the base.

Clouds of colorful, noxious smoke billowed out in plumes, and with a mischievous chuckle she slipped through, past silhouettes on duty who coughed and strode towards the nearest emergency exit.

“Sorry about that, I'll be back soon!” She winked and push the door open, and an alarm screamed overhead.

Out onto the streets she went, the crimson illumination from the alarm still cast on her when she emerged. Quickly she wandered away, bathed in the flash of neon, surrounded by stimulating advertisements that made a sharp contrast to a drear, run down city in parts. She nearly choked on the foul air with a shake of her head. “Alright, now what?”

She took her first step into the road, heels clicking on the pavement. A vehicle sped by, and she screamed, barely able to jump back while it struggled to swerve around her. “Crazy bitch,” shouted the man inside.

Her heart skipped and she shook. “Must be this world's equivalent of a wagon.” She watched more race by in rapt fascination. They weren't unlike some of the devices she'd seen, such as steam trains, but these were far more advanced. Further on she could see the nicer portions of the city in the distance, a stark contrast where no doubt the elite lived in relative luxury.

A taxi cab pulled to a stop beside her and opened. “Good timing,” said Babs Seed from inside in the back seat. “Get in.”

Beatrix chewed her lower lip. “I don't know-”

“Now.” She jerked her thumb and Beatrix sighed then settled in and shut the door behind her. They rode in silence, past the nightlife that started to come out as the sun dipped, and Belladonna stared out the window at the sights.

“Wow. What a place. Hey, is that...?!” She spotted a concert flier for Cerise Silhouette, the raver unmistakable even in a human form, her skin dark and her hair in bright neon pink pigtails to match her eyes “She exists here, too?!”

Babs lit up another smoke. “You're like an overactive child.”

“Can't help it.” Beatrix rocked back-and-forth on her bottom, antsy. “Where are we headed, anyway?”

“You'll see soon enough. Ah, we're about there now.” They pulled to a stop, Babs slid her credit chip, and they abandoned the taxi. Before them loomed the tallest building, marked Dragon Lord Industries, and men in suits arrived to meet them. She raised her arms and Beatrix followed her lead, where they were patted down for weapons.

A number of firearms and knives were taken from Babs, and the smoke bombs from Beatrix who bristled, but they failed to find the much smaller tubes in her hidden sleeves, likely due to the magical nature of her cape which helped keep them concealed. She whistled and followed the mercenary leader inside, past the reception area, and into an elevator.

Muzak played overhead for several minutes while they crossed countless floors until they reached the very top. The doors opened with a ding and in the dim, spacious room was a wide desk where a man with spiky hair sat. He wore a purple, pin-striped suit, his eyes a bright green, and his smile was warm. “Welcome back, Babs. And you must be Beatrix!”

“Yes I am. Nice to meet you!” She tried a boastful swagger she didn't really feel to approach him.

Laughing, he rose from his chair and turned to the tinted windows that overlooked the city. “You know, my corporation's built this empire under my instructions.” He rested his hands in his jacket pockets, tall and lean.

“You look pretty young to have built all this. No offense,” quickly added Beatrix.

“None taken. You're right. I've always been ambitious. These are my people, after all.”

While he certainly didn't appear to be a dragon in any way here, Beatrix couldn't help but think his investments were akin to his treasure horde. Perhaps he maintained the same instincts, at least. “Rarity?” She spotted a woman near the bookshelves.

Rarity traipsed over with a sway of ample hips and a bounce of her breasts, both barely contained by a form-fitted white dress with a plunging neckline and bare back that left the dimples of her buttocks and quite a lot of her bottom cleavage exposed. She was even taller than him, a statuesque model, her purple locks perfectly coiffed and her eyes like sapphire.

“Not exactly.” Spike frowned and took Rarity's slender, manicured hands. “A perfect, synthetic facsimile. The real one I lost. That's why I called you here. You're an enchantress, aren't you? I want you to bind Rarity's soul to this doll.”

Beatrix licked her lips, uncertain how to answer. “I'm...not sure I'm capable of that.”

His eyes narrowed. “You'll find a way. I have an idea where Rarity's soul is being held. B.A.B.S. Will hit the place and recover it for me.” He nodded to an innocuous jar on his desk. “Once it's trapped there, you can begin your experiments. Hey, don't look so nervous! I'll make sure you're paid a fortune. Whatever you need. But I must have her back, no matter the cost.”

Babs nodded. “I'll see what my team can do, after we take care of the usual upkeep and maintenance.”

“Don't worry, I've sent the usual pay, plus a real fat bonus this time. You did good. I'll send a briefing to your headquarters. I don't know where you came from, Beatrix, but mages are pretty much extinct around here..” He looked her over.

Beatrix swallowed and nodded. She dared not tell him what little she'd been able to conjure up so far. Almost like the atmosphere of the planet itself interfered with her abilities. She couldn't even summon up her unicorn horn, like she usually was able to in her human shape, which further limited her ability to successfully cast. “W-well, I'll do what I can! Tee-hee!”

“That's all I ask.” He slumped back into his chair and Rarity started to massage his shoulders.

Realizing their business was finished, Babs headed out and Beatrix raced to keep up. The witch felt he had a certain boyish charm, like the Spike she'd known, but there was a predatory, dangerous side to him too, and she dared not disappoint him. Yet on the elevator ride back down she couldn't think up a way she could possibly bind a soul to a construct.

Her talents were mostly in illusion, and thanks to her teacher, she'd excelled in some offensive, elemental spells, too. The closest she could come was her alchemy, but she wasn't certain the right ingredients were here, and while she was competent in that area she doubted the far more skilled Flurry Heart could achieve what he wanted, let-alone her!

But she had to try. Because somehow, maybe he in turn could help her finally escape this place...

Chapter 2

Upon the stands rested dozens of nude female torsos and abdomens, their limbs and heads elsewhere, to be inserted when necessary. Each was immaculately crafted, ivory pale, with ample breasts and buttocks. His hands were akin to claws, squeezing them while he passed, the supple flesh giving way, molding perfectly to his palm. All of them were bio-engineered to perfection, synthetic flesh that was indistinguishable to the real thing, the scientists who worked for him the best.

Spike couldn't help but feel dissatisfied. The replacement Rarity they constructed were still fakes, lacking the spark of the woman he loved and lost. The lights gleamed over their contours, and he traced a nail around a wide, pink nipple, which stiffened to erectness under his touch, leaking a bead of the sweetest milk which he licked off his fingers.

“They call me obsessed. But I'll show them.” He ran his fingertip between the tits, down the navel, over the tight cleft of a womanhood, a soft pastel pink peeking out from the slit which moistened. They were manufactured to fulfill his fantasies, reacted in exactly the way he desires, but whatever love and affection they showed him was a cruel reminder they were fake.

Leaving the room the doors to his office slid open then closed behind him. “Beatrix had better deliver,” he muttered settling down into his chair. “If she can't bind Rarity's soul to one of these dolls, she'll wish she never came here!”

He pressed a button under his desk and said, “You're needed.” Within a short time his secretaries arrived, Rarity in the lead like always, his favored of the three, with Coco Pommel and Sassy Saddles at her sides. They too were automatons based on the deceased women, old friends of his lover, who smiled at him dressed in scanty, for-hugging gowns that exposed them.

With another press he called up his surveillance system and holographic screens appeared above his desk that allowed him to freely observe portions of his city from different angles due to the cameras he had installed all over. “Disrobe,” he commanded and the three of them let their clothes drop, pooling around them and leaving the trio completely naked.

It was too easy, bored him, but he wanted to feel something. He undid his buckle, unzipped his pants, and let his three cocks flop free, a body modification he'd made for each of them. Furthermore they were shaped to suit his self-proclaimed Dragon Lord status, swollen pink rods, sticky and moist, lined in fleshy ridges that served to pleasure his females.

They slipped under his desk, took his rods into their mouths, and his nails turned to claws with a click, palms resting atop Coco's and Sassy's heads to guide them. The former was the shortest of the three, with a plush shapeliness, the latter the tallest and thinnest, with modest but well-formed curves. At the center was Rarity, who was just right. His eyes turned to slits and glowed in the dimness, a hiss escaping his lips while they bobbed their heads and noisily slurped on his dicks.

His gaze roamed around the interior of B.A.B.S. Home base. They were gearing up for their next run, as promised. He grumbled in satisfaction, and with a jerk emptied himself into the mouths of his toys, who moaned and whined while he filled them, staring into his eyes, sharing a kiss between them and swapping his heated cum between their white-coated tongues.

“Spikey-Wikey,” mewled Rarity with starry eyes.

He studied her, melancholy. He cupped her cheeks with watery eyes and whispered, “I love you.” The flesh was still there, copy though it may be, and soon his mercenaries would locate her soul and Beatrix could bind it. And then they would have the fairy tale, happily-ever-after dream life Rarity always dreamed of as her proverbial knight-in-shining-armor came to her rescue.

He wasn't deluded, whatever anyone was foolish enough to claim behind his back. And he'd soon be able to prove it!

*****

To her surprise Beatrix was now given free reign to roam about. She was warned not to meddle with their arsenal or the computers, not that she understood them anyhow, and her wide eyes drank in all the technical marvels that made up the metallic corridors. Her boots clinked with each step, the lights dim and soft, casting a soft glow amongst the shadows.

She also took the time to see more members of B.A.B.S. One of these was Rainbow Dash, who sat in chamber and tinkered with her metal wings, down to her sports bra and shorts. She was lithe and athletic, like expected, with wiry muscles. A wild, spiky multi-colored mane drifted over her headband. “Oh hey,” said Dash. “I've heard a lot about you, Beatrix.”

“You'll make me blush,” said Beatrix with a titter and her hands clasped behind her.

“Yeah, well, I don't trust you yet. That doesn't mean we have to be enemies either, though. If you can do what Babs claims you're alright with me. You're a sign that magic could still come back to Equestria. If that happens maybe I won't have to rely on these fakes anymore.” She bristled and stroked the shiny, silver plumage, like she held onto the faintest hope.

Beatrix nervously smiled and laughed, aware she couldn't hide the truth forever. “S-so...what happened to your wings?”

Rainbow shot her a blank look. “I tried to perform the Sonic Rainboom. Ruined myself instead.” Her words her bitter as she bluntly stated the facts. “They say I was lucky not to end up a cripple, but they had to amputate. I hooked up with B.A.B.S. And after a number of runs was able to buy some passable replacements. Now I'm just kind of here.”

“I...see. Sorry to hear that.” Beatrix wondered if Dash's innate loyalty was partially why. If she'd bonded with everyone here, she'd probably never leave, even if it killed her. “Er, are you friends with Fluttershy?”

“Used to be. But she doesn't have time for much of anyone anymore. Not that I blame her.” She hesitated a moment, the air thick with a metal tang and the stench of oil while she fine-tuned her artificial plume with a screwdriver. “She used to be so kind and shy...until a vampire got a hold of her. Kept her his slave for years, until she found a loophole, that if a thrall killed its master it takes their place. She lured him into a trap and decided to tag along with B.A.B.S., after she heard I was here.”

“I prefer to be called Flutterbitch,” said the vampire who appeared in the open doorway, dressed in her leather get up with a hand on her wide hip. “Fluttershy was my slave name. I learned only cruel people make it in this world!”

Rainbow narrowed her eyes. “I don't think so. Sure, it's nice you opened up, but-”

“You didn't protect me! It's your fault I ended up this way!” Flutterbitch balled up her fists and sneered.

Dash shot to her feet. “That's not fair! I would do anything for you! Even now, after you've turned into such a...well, bitch!”

They squabbled, until Beatrix realized they didn't even take notice of her anymore, and so she carefully slipped out into the dim hallways. She exhaled and hoped that some of those she'd known in other worlds fared better. Again she tried to summon her magic and more fireworks popped around her fingertips. “Darn it,” she mumbled. “I feel so useless here.”

Wandering about without a real destination, she eventually found herself at the virtual library. More like a hub where those with the correct equipment, usually wired directly into one's body, could instantly download whatever information they wanted. She turned over the shelves, and most of the thin 'tomes' made it clear they were mostly quite stuffy and factual.

At least there wasn't much dust like she'd expected. “See anything you like?” She turned and blinked at the voice, which came from Sunset Shimmer, tall and well-shaped, dressed in a form-fitted outfit like Babs'. It appeared to be standard female attire here, the material flexible and durable, like a light suit of armor that conformed to the wearer.

“Afraid not. I'm kinda new here.” She shrugged.

Sunset smiled and chuckled. “I've heard. Don't feel too intimidated by the team, it's a stressful life here. Not that bad once you get used to it. I do miss my magic. When it started to die out, I took a trip to Equestria and was cut off from the world I used to live at.” She sighed and stalked about in her boots with her arms crossed. “You met Rainbow Dash already, right? She tried to perform the Sonic Rainboom to awaken the Elements of Harmony, but by then magic was so weak she ended up crashing.”

“That's terrible. I...I do want to help,” admitted Beatrix who pursed her lips. She scrunched up her cutesy button face, twitched her ears which had a certain pointy design to them. “B-but, what if my spells aren't strong enough, either?”

“They'll have to be. You're the best hope we have.” Sunset obviously didn't even want to consider another possibility.

Beatrix was thankful she still had her tubes and smoke bombs at least, which had been returned to her after she left the company premises. Were she unable to recover her powers here, she'd have to rely on smoke, mirrors, and a heavy dose of bullshit. The idea pained her.

From what her mother Trixie once told her, they had called Miss Lulamoon a fraud.... The idea made her bristle with righteous fury. She wouldn't let anyone talk that way about the woman who'd worked so hard to raise her!

*****

After a minimal briefing the run began. B.A.B.S., now a well-oiled machine, Babs Seed in the lead. They were a small unit built for infiltration. Rainbow Dash and Sunset Shimmer flanked their leader, while Beatrix hovered near the back, but they kept an eye on her like they expected her to run away at any moment.

Lastly there was Flutterbitch, who disappeared...a common occurrence on missions from what she understood. Definitely not much of a team-player, she decided.

They took a private cab that belonged to Spike to the downtown section. Each of them were armed to the teeth, except for Beatrix, who refused to carry so much as a sidearm. “They scare me,” she admitted, such weapons rare or nonexistent in most places she'd been. “Plus, uh...I'm pretty useless in a physical confrontation.” She blushed and wished she'd asked her dear departed father, Shining Armor, or her mentor Sombra for lessons in basic swordplay, at the least.

Sunset used a portable device to disable the security system outside the lab. “This will keep it scrambled...for a half-hour at best. We'd better move fast.” They slipped into an emergency exit, where an alarm would normally sound when it opened, and headed into the den. Babs had shown them a schematic of the area that they were supposed to memorize.

“This place is a front for a gang,” Rainbow Dash had told her. “Probably connected to the one we ran into.”

Making their way through a maze of corridors, Babs used her goggles to scan ahead and waved them, along when it was clear. Blips of information appeared across the neon plastic. Their plan was to hopefully avoid engagements, find where Rarity's soul was supposedly stored, then claim it and slip out. But they also prepared for a hit-and-run if necessary.

Beatrix had said, “I'm not really a warrior, per say. So why bring me? Won't I be a liability?”

“Not if things get hairy,” said Babs. “Your magic could turn the tide if they bring down a small army on us.”

“Sure.” Beatrix tried not to sound doubtful or sarcastic. They were counting on her. She touched her heart which hammered, the usual click of her boots dulled by rubber that Sunset had attached to their heels.

They moved in silence. Combed the areas where their prize would most likely be stored. Beatrix watched them from behind, and tried to yelp when a hand pressed over her mouth, pressed to a soft, naked body that pulled her into a room.

“Hush,” said Flutterbitch. “It's only me.”

Beatrix swallowed. “You still plan to make me your thrall, or whatever?” She couldn't resist her pull, knew all it would take was another amorous bite into one of her breasts and her will would crumble. The mere idea made her a little warm and wet.

Shy tittered. “Maybe eventually,” she whispered sensually. “There's something you should see.”

With some trepidation Beatrix followed, unable to help how her eyes repeatedly fell to Shy's rather ample buttocks, the way the globes of flesh swayed in tandem with the wave of her wide hips. Everything about the vampire screamed sex. Belladonna pulled down half her top, let one of her tits pop out, and studied the twin bite marks that scarred her soft, pale flesh.

She poked one of them, felt her womanhood burn, and suppressed a low moan. Then she adjusted her costume and struggled to catch up, but Shy had already disappeared. She looked around for her, carefully made her way to the area she was headed.

Ducking around the corner, the sliding doors were already open, and there were a number of terminals lined up. She swallowed a gasp at what she saw, a man or woman situated in each, most of them completely naked, attached to the machines with gear attached to their heads that covered their eyes. One of them crumpled and slid onto the floor, drool running out his mouth.

“Useless,” said the man on duty. “Carry this one out and put him with the others. He's spent all his credits anyway.”

Workers arrived and ferried out the body, the man's brains scrambled. She ducked out of sight into the shadows until they passed. The man on duty made some notes, dressed in lab gear, and left to make his rounds which allowed her to sneak in.

She didn't recognize most of those hear. Many moaned, writhed, and blushed, in a constant state of over-stimulation. She realized they were junkies addicted to some form of virtual world. Belladonna understood the temptation herself, to never worry and simply submit to pleasure, that many would choose to be a prisoner rather than face a cruel, cynical reality.

“M-mommy...?” Shaken, she approached one of the women.

Trixie Lulamoon was similarly hooked up, but her terminal was a little different from the best, a large sum of credits spent to rent it. It conformed to the wishes of its wearer, the woman's pussy and ass stuffed by liquid metal tendrils that shifted to perfectly fit her, and throbbed in-and-out. Similar ones filled her lips and shaped themselves into horsecocks which she stroked.

Muffled screams and whines escaped her. She was a willing slave to the chair, runny with her slimy discharge which ran from her puffy cunt and left a glistening trail down the sides that pooled into a glistening puddle below. Frantically Beatrix read the instructions, pressed the proper buttons, and powered down the device. Immediately the extensions retreated from Trixie.

“M-muh?” Trixie muttered as the headgear was detached. Her eyes were glazed, her skin pasty and blotched, her beauty marred in a strung out manner. “Who the hell are you? Put me back in! Now!”

Tears filled Beatrix's eyes. How could she explain? “Do I look familiar to you?”

Trixie narrowed her eyes. “Not another crazy cosplayer. The Great and Powerful Trixie knows your type! You all abandoned me, the moment my magic washed up, so don't mock me!” She tried to retrieve the gear.

“No.” Beatrix struggled with her. “It's bad for you! Can't you see that?! This whole place is wrong!”

“What do you care? It's my life! My choice! I just want to be loved, popular, and famous again!” Trixie remembered the adoration of fans, the women who copied her, and the men who flocked backstage to be with her.

Beatrix stamped a foot. “I-I'm your daughter!”

Trixie paused and stared at her. “That's impossible. Sure, I've been with plenty of men, but I'd know.”

Beatrix shook her head. “It's...difficult to explain. I come from a parallel world.”

After another pause Trixie burst into laughter. “Is this a joke? I thought you were going to claim something more plausible, at least, like you were a test tube baby altered to copy my ravishing looks! You expect me to believe such a wild claim?”

“I can do magic. You taught me Here.” She raised her index finger and made an explosive firework sparkle and pop.

Trixie raised an eyebrow. “Trickery. Not that hard to fake.”

“Look mom, we don't have time for this. We'll talk about it later.” She forced her to rise.

Trixie snarled and attempted to break free. They wrestled for a moment, only for Flutterbitch to reappear, sink her fangs into Trixie's throat, and sucked her blood, until Lulamoon slumped into her arms. Beatrix stared in horror. “Is she okay?!”

“Relax. I simply put her to sleep.” Shy licked her stained lips. “Now let's finish the mission, shall we?”

Alarms suddenly blared. A crimson tint enveloped the lab and replaced the lightning. Guards and workers could be heard shuffling about. Shy said, “I'll look after her. You go on ahead.” With some reluctance Beatrix nodded. Flutterbitch slipped out before she could further argue or question, and she kept a smoke bomb at the ready, hopeful she could find the rest of B.A.B.S.

Gunfire and explosions erupted. A wall caved in amidst clouds of smoke and rubble. The scent of molten metal filled the air. Their were shouts and curses, bullets and lasers exchanged between various parties, as what appeared to be yet another gang stormed the compound with the mercenaries caught in the crossfire as they all competed for the same prize.

Beatrix chucked the smoke bomb. Colorful clouds erupted and coughs sounded. She remembered these had disrupted the Eldritch devices and hoped they would serve the same purpose here. Out the emergency exit she slipped, into an alley.

She pressed her back to the brick and huffed. She wanted to cover her ears and shut out the carnage, but knew she couldn't let down her guard, that all it would take was a stray bullet in the right place to end here. “Got to help...somehow.” She clasped her fist and concentrated. The magic built up into a sphere that glowed around her hand, ready to be loosed. “Yes!”

She spotted a guard headed out the exit and let loose before he could level his pistol at her. The orb smashed into his chest in a colorful burst and with a winded cry he slammed unconscious to the dirty street. She focused and called on more power.

However there were more headed in this direction. Trapped between the lab crew, and the gang, she shrank against the wall and cupped another smoke bomb in her free hand. “Spike...?” At the head of the invaders was a familiar man, but he wasn't the same one she'd met here. He looked more like a typical punk, complete with a leather jacket and a ring in one of his ears.

“That's me,” he answered with a cocky grin. He strutted with hands at his sides, handsome in a dangerous sort of way, with a scar across his face. In a hand he carried a machine gun. “Stick with me and you'll be okay!”

Beatrix ducked down when more gunfire was exchanged. She decided to take her chances with the gangsters for the moment, dropped the smoke bomb to blind her adversaries, and loosed another magic sphere. Bullets ripped through bone and skin. Flesh bubbled and melted under laser fire. She pursed her lips and whimpered, trapped in the middle of this nightmare.

“Clean this shithole out! And don't forget what we came here for!” Spike waved his men in, grabbed Beatrix by the wrist, and pulled her along. “Don't worry, I'll take you to safety. They're professionals, they can take care of this.”

“A-are you really Spike? I thought he was running this city...?”

He shook his head. “That's an imposter. The real Spike is supposed to be noble of heart and soul!”

“But aren't you a gang leader and a terrorist?! Doesn't sound too noble to me,” she huffed out while they ran down more alleys.

“Look around! The whole place is corrupt! But I have a plan to fix it, and you're part of the key!” He seized her by the upper arms and pushed her against the brick. “Hey, relax, okay? I don't plan to hurt you. That imposter stole it all from me. My name, reputation, Rarity...” He shook his head. “Please, believe me. You're my only hope to fix this mess!”

Beatrix chewed on her lower lip. “I want to believe you, but...”

His ears flicked when they heard boots shuffled their way. He spun and pushed her defensively behind her, checked his weapon. “Almost out of ammo. Oh well.” He tossed it and his jacket to her. “Really sucks how I have to constantly replace these clothes,” he muttered but there wasn't time to strip. He lifted his head skyward and started to howl.

She watched in fascination while his muscles rippled and expanded, and his clothes shredded, his body twisting and a thin coat of purple fur arising all over him. Bones snapped while his face twisted into a snout. Within moments he became much larger, a hulking brute of a werewolf that made her shrink back, drool dripping out his jaws and his fingers turned into razor claws.

Soon he was completely nude and his tail swished behind him. His chest expanded and contracted with each strained breath, and he hunched over, ready to pounce. He hissed and sailed through the air, into the attackers when they arrived, slashing through them with ease. Blood and dismembered body parts slapped the sections around him.

He moved so fast they struggled to follow, and while the occasional bullet or laser beam cut into him, he seemed oblivious to the wounds, a berserker lost in his bestial rage. His eyes glowed and he ripped apart flesh and cracked bone with his teeth.

Within less than a moment it was over. Gore and carcasses lined the pathway. He snarled and heaved, still lost ion the heat of battle, unable to shift back. Crimson drenched parts of his fur, and his wounds pushed out the bullets, as his body started to regenerate by its own volition. “Sp-Spike...?” He swung to face the voice, his eyes empty and aglow.

Beatrix sat on her bottom. He stepped towards her. She froze up and emptied her bladder with a bright blush. Trembling, she wondered if this was how she would finally die? Due to someone she hardly knew that had lost control?

Thinking fast, she could tell the beast was overwhelmed by emotions he couldn't suppress, and wondered if she could ease his pain...in her own special way. “Spike, I...I want to help you.” She rose and pulled down her top, let her squishy breasts topple out, the well-shaped orbs topped by wide pink nipples. She grinned and shook them at him.

He licked his chops and watched her tits swivel about. Between his thighs was a sheathe hidden by a thick patch of purple fur, and from it arose his cock, red, moist, bulbous, covered in veins, with a knot at the bottom that hadn't fully swelled.

She gulped, uncertain if it would even fit her, but knew she had to at least try. “That's it.” She slid off her cape and leotard, until she stood naked save for her gloves, boots, and hat, rapidly breathed in anticipation. She slid a couple fingers to her slit, slowly parted it, exposed the wet pinkness within, ready to be claimed by a man turned to a savage beast by anger and lust.

He pounced on her so fast he was a blur. Seized her thighs and lifted her legs, pressed his cock to her pussy, pushed it in with a grunt. She moaned when it filled her, spread her unbelievably wide, her eyes turning to saucers as she struggled to take it. She grit her teeth when he buried himself deep and his knot swelled, locking the werewolf into her, his tip pressed to her cervix.

“F-fuck,” she cried wrapping her hands around his strong neck. His hips slammed into her, and her asscheeks slapped against the wall with each thrust. “Umph! Umph!” She repeated the same cry each time he impaled her, starting fast and only increasing his unrelenting pace, growling and kneading her buttocks while his tongue lapped at her tits and he nipped her nipples. Her face fully flushed, and she wheezed, drenching his crotch in feminine release and fluttering her lashes.

Their combined musk suffused the atmosphere. He smashed her pussy with such might she feared he'd break her pelvis or tear open her pussy lips. But all she could do was take the ride now, hopeful she could somehow tame the wild beast, who wouldn't stop until his lusts were fully sated. His ears flattened, and he cupped her butt and chest so hard she worried they'd pop.

He howled again, and with another fierce thrust dumped his steamy load into her slippery womb. His warm drool ran over her breasts and his nails left small abrasions down her bosom and rump. She gasped for breath. “Y-you done?”

Spike answered by fucking her again-and-again. She lost track of how many times he took her, bent her over and claimed her asshole next, his breath heated on the nape of her neck. He pulled her hair and smacked her ass about, so hard she was certain her poor derriere would be bruised, but she moaned even louder and constricted her twat as she happily took the knot.

He dumped his seed again which ran from her gaped holes when he removed himself from her with a pop. His claw knocked the hat from her head, forced her face into his crotch, directed her to clean his cock which was smeared with his and her juices. She drooled and garbled on his tool, stroked her clit with her fingers, unable to deny how her body was responding.

She didn't know that like Flutterbitch he too released his own musk to addle her and make her ready to mate with him. He slammed her face down roughly, balls deep, and howled someone, holding her there when he fired off his last explosive cumshot which erupted until her mouth overfilled much faster than she could swallow and the excess burst from her nostrils and bubbled.

When he finally let her go she huffed and tried to drink it down, some running down her chin and slathering her tits which gleamed like they'd been oiled up. “W-wow...that was intense,” she whispered with tears in her eyes. It had hurt some, but in a good way. Sure, she'd be quite sore later, but it had been worth it! She wiped her face. “You okay now, Spike?”

The transformation finally started to recede. Spike sunk before her, unconscious, and she caught him. Beatrix stroked his hair and tittered, pressed him to her nude body, certain he'd be okay once he woke up.

Until then, she'd just have to wait!

Chapter 3

It was another messy run. Babs Seed thought she should be used to the carnage by now, and it's true she'd been hardened by experience, but her team was once again forced to wade through the muck, constantly on the edge of death. Another gang had torn in, stormed the building, and were busy mowing down the guards and being offed themselves in droves.

She fitted a mask into place to block the grayish-black smoke, the walls alight from fire and explosions, blackening and peeling. She and Rainbow Dash took potshots with their collapsible assault rifles, taking cover where they could, while Sunset Shimmer ignited her laser sword with a whir and gripped the hilt with both hands, the plasma blade able to cut through almost anything.

Blood slicked a corridor lined in corpses. But at last she reached their destination, the vault where Rarity's soul was most likely to be stored. “Damn,” she muttered realizing the doors had already been blown in. There were more signs of bloody battle inside, the vault melted down and emptied. She yelled into her communicator, “We're too late! Abort the mission!”

At least the thieves left them in exit, as one of the walls had a massive, steaming hole in it!

“I'll cover you,” said Rainbow Dash who turned and laid out a flurry of staccato fire.

Sunset cut down a pair of guards who didn't notice her in the shadows, flesh seared and screams cut off when they toppled in two halves. She crinkled her nose at the stench of cooked flesh, still audible sizzling. “Never gets any easier, does it?”

They scurried outside into the maze of alleys. “Clear,” yelled Babs who clutched at her overheated assault rifle. Everyone took a moment to catch their breath, but remained on guard, aware that a simple mistake could mean a senseless , early death.

“What a waste of time,” said Dash who spat beside her.

“Maybe not,” noted Sunset who nodded at a trail of bodies. She followed the massacre to the area where Beatrix sat naked, a similar denuded Spike asleep with his head in her lap. “Hey, isn't that-?”

Babs narrowed her eyes. “We'll take him in for questioning, whoever he is. What happened to you, Beatrix?”

“Uh...a little accident.” She blushed with a cheeky grin. Reclaiming her costume, too ashamed to explain further, especially with the urine stain at the crotch, she curled up in her cloak while Sunset sheathed her weapon at her belt to carry him.

“He's surprisingly light,” said Sunset with a small laugh.

Beatrix asked, “Did you find our prize?” They shook their heads. “That's a shame. Maybe next time? What about Fluttershy?”

“She'll turn up. She always does,” said Babs who scanned the area with her goggles. She waved them towards the extraction point, where another private cab would give them a lift. She was thankful they were run by automatons who wouldn't ask questions. Still, she decided to keep their new captive's identity hidden for now, by placing a spare respirator over his face.

Wherever they went the Dragon Lord's eyes were everywhere, from cameras to drones. She had ways to temporarily disable them but doing so would arouse Spike's suspicions. Most of the time she used carefully doctored footage. He was a paranoid bastard and wouldn't be happy to hear they'd failed their objective. But at least maybe they had a fresh lead...

*****

“Don't want to talk, huh?” Babs backhanded their prisoner across the face. He shot back a smirk, blood trickling from the corner of a split lip. “Come on, there has to be some reason you look exactly like Spike!”

“I am Spike. The real deal.” He slumped in the bed prepared for him, hands clasped under his head.

“Yeah, right.” Rainbow Dash rolled her eyes. “I've known Spike almost all my life!”

“I'd like to think it's more of a title,” said Spike with a cocky grin. “One that belongs to someone who's noble and loyal!”

Babs lit up a cigarette and took a long drag. “This is pointless. You know something about what was taken?”

He shrugged. “Maybe. But hey, turn me over to that imposter and you'll never know. If my followers did their job right, it's tucked away tight, and you'll never locate it without me. Think of it as insurance.”

“Keep him sedated,” ordered Babs who left the room.

“Sorry about this,” said Sunset who used a hypodermic needle to pump drugs into his arm. His eyes grew heavy, and he slumped onto the pillow. She checked him over, then followed Rainbow Dash out and left him alone.

Beatrix waited until they were gone before she slipped in. She'd had her costume cleaned and wore it when she approached his bedside. She clasped her hands behind her and leaned over, studied the punk who slept below the sheets, unable to deny how much she'd appreciated their little session. Gently she poked his nose, then yelped when he opened an eye.

He closed a hand over her mouth. “Hush. Better to let them think I'm knocked out,” he whispered and withdrew his hand. “I have a fast metabolism so their sedatives wore off pretty quick.”

“Good to know...I think. You remember what happened?” She tilted her head in a coy manner.

“Oh yeah. You were incredible.” He looked her over.

“Tee-hee.” She blushed and batted her lashes. “You too.” In truth she wouldn't mind jumping his bones right here, but knew this wasn't the time. She didn't understand his animal magnetism, but felt herself warm up all over in his presence. Sitting down next to him, she shivered when he stroked her bare thigh, letting his fingers dace across the silky smooth skin.

He paused and pursed his lips. “I still love Rarity,” he admitted. “But she made her choice. Doubtful I could win her back now. Still, if I can make her live again, that'll be enough. Can you really do it? Rumor is you can bind that soul to one of the dolls...”

Beatrix wondered how he knew that and figured he must have his own network of spies. “Perhaps,” she said evasively.

“Sure hope so. Well, you'd best beat feet before anyone gets suspicious.” She nodded, planted a quick peck on his forehead with a wink, and skipped out. Flutterbitch had returned with Trixie in tow, not to mention some more thralls made from the more intact bodies left behind, but from what she'd been told her mother was in no condition to talk as she worked through her addiction. Sunset mentioned how similar she and Lulamoon looked, but she decided it best to avoid the topic for now.

She stripped and stepped into the showers where Rainbow Dash already was. The stalls were small, and instead of water they used some form of vibrations, which tickled her bare skin all over. Dash looked her over out of curiosity but otherwise minded her own business. Beatrix hummed to herself, running her palms over her supple flesh with a low, blissful moan.

“You did okay newbie,” said Dash after several minutes.

“Thanks. I'm a little rusty,” admitted Beatrix with a shrug. She thought about her 'mother', the version she'd met here, and the possibility that she might never be able to return home. She frowned, drummed the wall, overcome with homesickness.

“What you need is a chance to unwind. I'll take you somewhere to celebrate!” Dash stepped out of her stall, stretched her arms and her metallic wings wide, her slender breast arced while she popped her lithe muscles. “Better grab a new costume, though. Your style isn't exactly considered cool here. Way out of date. Don't worry, you can borrow one of mine!”

“I like my costume,” replied Beatrix defensively but Dash paid no attention. She took note of the cutie marks on Dash's buttocks, small tattoos embedded on her flesh, and looked over her shoulder at her own, a swirling cosmos that represented her ability to travel between dimensions. Yet with her powers so weakened here her cutie mark might as well not exist anymore!

She was grabbed by the wrist and practically dragged by Dash through the corridors, both of them still naked. Her feet padded on the cool floor with a clink. They stopped in a room with multiple mirrors which caught them from every angle, and Dash started to rifle through a line of clothes. “Nope. Nah. Huh, maybe it's better to keep it simple?”

Beatrix accepted the unitard-styled attire from her. It was similar to latex, and when she stepped into it the material conformed to her well-built body. It was so comfortable she somehow felt even more nude and blushed. “Doesn't really suit me.”

“Nonsense, you look fine!” Rainbow Dash stepped into her own outfit which sealed around her limber shape.

“If you say so!” She forced a smile and tried to accommodate herself to this bizarre world. “Nice tramp stamp, by the way!”

“Don't push it,” replied Dash with a good-humored laugh.

A short cab ride later and the pair arrived at the hippest club in the city. Music boomed so loud the building shook. Neon lights shimmered around it, as did the nude silhouettes of women that danced in sensuous manners,advertisements to invite one in. The sign read 'Futuristic Dreams', and promised to fulfill the fantasies of anyone brave enough to enter it.

Dash had slipped Beatrix an identification card President Spike had prepared for her, and after the bouncer checked their Ids and searched for weapons they were allowed in. It appeared Dash's mechanical wings were allowed, so long as one had a license. Lights flashed to pierce the gloomy interior. What she immediately noted with wide eyes were how many of the patrons were naked, some seated at the bar, while others swiveled on the dance floor under a constant flash.

The owner also served as the DJ, Vinyl Scratch bare while she worked the turntables, save for her trademark shades. She moved in tun to her fast-paced music, a blare of techno industrial, and her ample tits shook each time she bobbed to the beat.

“Do whatever makes you comfortable,” said Dash who stripped and left her suit on a rack next to many others.

Beatrix swallowed and considered for a moment. Between the sweat and musk, and all the beautiful men and women on display, there certainly was an erotic thrill to the scenario. “Why not?” She heaved her shoulders and removed her costume too.

She searched for anyone else who was familiar over the next couple hours. Most of them were unfamiliar to her, but she spotted Pacific Glow who danced in a wild manner, glowsticks raised above her denuded form. She considered approaching her for a chat, then thought better of it, because she couldn't exactly explain how she knew her from other worlds!

Instead she decided to dance near her. They shared a smirk and worked themselves into a sweaty frenzy. Flesh jiggled and caught the strobes that traced over their curves, dotted in beads of perspiration that ran down the pair.

Afterward Beatrix plopped her plush bottom down on a stool at the bar and ordered the sweetest drink they offered. Her heart skipped while she slurped it down, thankful that she was able to feel free for a time. She swirled her fingertip in the syrup, thoughtful. Again she couldn't help but feel homesick, worsened by the fact that her 'mother' here had rejected her!

“So far I've nearly been turned into a vampire's plaything, run over, shot, given myself to a lycanthrope...which means I can't complain about boredom, at least!” She gulped down her drink, burped softly, and wiped her maw on the back of her hand.

Rainbow Dash slid in next to her. “Good stuff, huh? You look kind of lonely here by yourself.”

“Just taking a break. It's not a bad place. Wouldn't be my first stop, usually.” She shifted on the globes of her bottom, which stuck to the seat by perspiration, and studied the nude band on stage, headed by Cerise Solhouette. “Oooh~” She squealed in delight, the band leader's skin dark in contrast to her neon pink pigtails, her shapeliness covered in shifting, neon colors.

Dash grinned. “A fan already, huh? I'm friends with the club owner, who has lots of connections. Maybe I can get you a ticket?”

“That would be great!” Beatrix bounced in her seat.

“We don't get days off too often, so let's just chill. Surprised you haven't been hit on more. Quite a sweet body you're packin' there. Especially those tits and that ass.” Dash's smirk widened and she whistled, looking her over some more.

“I've certainly had some lookers!” She whistled innocently, digging her nails into her knees.

Dash pursed her lips. “Sunset had a point, though. You do look a lot like Trixie Lulamoon. I'd swear you're her twin.”

“Merely a coincidence,” answered Beatrix with a nervous giggle, unable to meet her eyes and choosing to stare at Cerise instead who gyrated to the song she and her band played. She quickly tried to change the subject. “So, who are her parents?”

“What, Cerise Silhouette? Not sure, she's a mysterious one.”

Beatrix furrowed her brow. “I see...” It was certainly possible that like the Cerise she knew, the Pacific Glow here was her mother, but could her father really be Sombra, too? Did he also exist in this madcap version of Equestria?

“Bet you're wondering why I took you to such a place?” Beatrix nodded at Dash who laid a hand on her bare thigh and said, “Because I like you. Life is fast and hard here, so I don't have time for subtlety. I take what I want.”

Beatrix met her gaze, sensing that she wasn't interested in a long-term relationship, but a quick fuck. She managed a small smile and allowed her to take her by the wrist, where she was led to the bathrooms.

She was taken to a wide stall, the door closed behind them, and the walls were scrawled with all sorts of perverse writings and pictures. “Don't worry,” said Dash. “I got an upgrade to my wings' software to make sure they're clean!”

“Clean...?” Beatrix had her answer when a portion of the wall was peeled away by Dash to reveal a glory hole. The witch didn't even have time to think about it before something massive landed on her face with a slap and rested there.

She realized with wide eyes it was a bulbous horsecock, mottled and covered in thick veins, its medial ring rubbing her nose, its flared tip leaking dense precum into her hair. Dash burst into wild laughter, and Belladonna blushed, inhaling the musk and feeling her cunny tighten reflexively and water. “Uh, it's not attached to an actual horse, I hope?”

“Nah. Just a sophisticated body modification. Lots of people like to take on animal traits if they can afford 'em!” She landed a few loud smacks on Beatrix's ass that echoed and left red swat marks. “Now, how about we shut up and get to suckin'?”

Beatrix shrugged and figured why not? Dash claimed it was safe and casual sex had never bothered her. Actually, giving herself to some anonymous stranger sent a scandalous thrill that tingled throughout her, particularly in her loins.

She and Dash knelt before the horsecock, planting little kisses and nibbles over its length, pulling on the flesh with their lips and teeth, watching it twitch and bob and spit more viscous pre, a subdued grunt audible from the other side. Their tongues dragged up-and-down its thickness, their thighs spread, coated with feminine lubricant that ran down them in anticipation.

They panted, tits heaving, and Belladonna opened her maw to take the head in. Dash placed her hand on Beatrix's head, shoved it down, forced her to take more than she was ready for. Beatrix' face went redder and she gagged, gulping down horse dick which sank into her throat, barely able to take it, drool mixed with pre leaking out the corner of her lip.

She swallowed what salty tang she could, eyes glazed over, repeatedly clenching her pussy and asshole. Dash continued to make Beatrix's head bob while she lapped at the wet tool. Belladonna surrendered to the moment, desperate to take him all in, impossible as it seemed, circling her tongue around the fuckmeat, mind feeling drugged under his masculine musk.

The cock throbbed and erupted. It flared more in her mouth, a deluge of thick, runny cum rushing down her throat, bloating her cheeks, erupting out her nostrils and bubbling, the loads settling into her belly too fast to properly swallow. She was forced to pull off with a gasp, more dense ropes shooting over hers and Dash's faces, into their open, overfilled mouths.

More landed and dripped over their tits. Beatrix felt Dash's hands grope at her titties and buttocks, and with a cry she came hard, splashing onto the floor below her, her lower holes clenched up while she released her need.

“Wow. You came from a blowjob?” Dash nudged her ribs.

Beatrix was completely pink-faced when she started to come down. “W-well...” She figured it was more due to the smells he was emitting, something that she'd learned she was sensitive too from her dalliances with Flutterbitch and Spike here. Was it because unlike everyone else here she was magical in nature? Had it somehow made her far more sensitive, pliable?

“I'm not done yet,” said Dash who rose and bent over, lining the still half-erect horsecock up with her cunt. She sunk it in, thrust her athletic ass up against the wall, her toned cheeks jiggling when it sunk deep inside her moist pink tunnel.

She rolled her eyes into her head and spread her metal wings, rested her palms on the wall, bounced on him, her perky tits jangling each time she took him in. Beatrix knelt and shared a messy kiss with her, swapping his excessive cum between them. They chewed on it, passed it between them, linking their fingers, lost to their lusts while faint music thrummed elsewhere.

It didn't take long before he came inside Dash, his hot seed fired into her womb, and she swiftly followed with a flex of her wings, her squirts running down the wall. She withdrew with a pop, his half-flaccid dick falling out of her gaped hole, runny with their juices. She stood and stretched with a wide yawn. “Well, that sure hit the spot!”

Beatrix licked the last traces off herself. “What about the mess we left?”

“Don't worry, the service robots'll clean it up. Vinyl thinks of everything.” They headed to a shower stall, cleaned themselves off with vibrations, then headed back to the bar like nothing had happened and plopped down.

Beatrix couldn't blame the people here. It was a hard, messy life, and they had to take their pleasures where they found them. Nor could she deny how much she'd enjoyed their casual little session, an erotic memory she wouldn't soon forget!

They ordered more drinks and sat around to watch the band and the dancers, a satisfied smile on her lips. Despite how callous and on edge most of the people she'd met had seemed, she could almost begin to like this place!

She jumped and knocked over her glass which shattered when a wall caved in. Debris was hurled about amidst the flames left by the explosion's fire, patrons running amidst the smoke when a gang of cyborgs stormed in. “Not these guys again,” lamented Dash who was instantly on her feet. “Keep low, Beatrix!” Gunfire started to erupt in a continuous barrage.

Vinyl Scratch didn't miss a beat. She drew her own customized rifle from below her turn tables, and fired off a sonic scream that shredded flesh right off the bone. Her automated defenses kicked in, hidden behind the overhead lights, turrets dropping down in droves and programmed to rip through anyone that hadn't been scanned before they entered her exclusive club.

Her bouncers arrived to support her, and even the band joined in, their own arsenal hidden in the stage. Beatrix hid under the bar and shook, hands over her ears in attempt to shut it out, wondering if they were after her?

Bullets pinged. People were trampled and the scenery was thrown about. She whimpered low and threatened to retreat into a child-like state, recalling her time in her father's army, and the traumas she'd endured. Shining Armor had tried to protect her when he could, but knew he wouldn't be able to curtail her independent streak. She'd been forced to grow up fast, and couldn't help but compare herself to the more pure and talented Flurry Heart, wishing she was more like her.

She stared at the wounded and the dead scattered about through tear-stained eyes, felt herself burn all over with barely contained rage, and channeled her magic, which started to build within her fists. “Okay you bastards...”

An aura surrounded her hands and she hurled swirling bursts of winds at the invaders, who were swept up and tossed about. Heartened by the unexpected burst of energy, which she took as a sign her powers might return with more practice, she took careful shots at the attackers to support Rainbow Dash, who'd accepted a rifle from Vinyl and also unloaded.

What she didn't expect was another 'gang' to rush in. These seemed even more out-of-place, garbed in pristine white robes embroidered with gold trim and gas masks, who chucked canisters that spat noxious clouds. Anyone unfortunate to breath these in crumpled and twitch, and even the automated defenses started to shut down in places, disrupted by the toxins.

“Damn it,” cried Rainbow Dash who covered her mouth with one hand and realized her wings were effectively clipped.

Beatrix noticed a group of robed men and women were headed her way. She fired off another concussive burst, tossing about half a dozen of them, but didn't have time to charge a fresh spell before the mob overwhelmed her.

“Let me go!” She struggled against them, teeth gritted.

“She's the one,” a cultist said and injected her arm with a hypodermic needle.

Within seconds Beatrix's head swam and her knees went weak. She stumbled into their grasp, the club an assault of noise and violence, her sole relief that so far as she could tell Rainbow Dash was okay.

The cultists ferried her out, and she reclined helplessly in their arms, darkness slipping over her while she wondered what they wanted her for...

Chapter 4

Fluttering her eyes open, a vast garden swirled into Beatrix Belladonna's view. The rich aromas immediately hit her, the touch of spices, and the feel of dew-speckled grass under her bare bottom. She sat up in the mist, and rubbed her arms, not so much as her hat left on her.

Above was a blue sky filled with fluffy white clouds. Pristine water ran in an incline beside her, cast from a waterfall that tinkled in the distance, and she noticed wind chimes and crystals hung off tree branches.

Her heart swam, and her legs wobbled. She unsteadily rose and leaned on a trunk for support, and her half-lidded eyes darted at the birds that nested above. It felt like a surreal dream. “W-w-what happened to me? Wait, I half remember...”

A voice said, “This is paradise, babe.” Tree Hugger stepped from the mist, also completely denuded, her body as plush and full-figured as ever. Frazzled dreadlocks hung around her, her eyes narrowed slyly with a light smile on her face.

“Don't tell me you're the leader of those cultists?” She couldn't help but stare at her rather large, puffy nipples, and her forest of scraggly pubes.

Hugs frowned. “Rude much! We're not, like, a cult babe. We're trying to help save Equestria! Honest! Sorry about the rough entrance, but we had to be sure it was you.”

Beatrix quirked an eyebrow. “Yeah, cause kidnapping and drugging me was a real warm welcome. Not to mention your attack on the club.”

“That club is just one of the many products against our belief, man. It's sorta hard to find any way to avoid some occasional collateral damage, but like, we just disrupted and shut down their defenses. Those cyborg gangsters have nothing to do with us. Most likely, they were searching for you too and hacked into any info we had regarding your possible whereabouts.”

“Well.... Ugh! Hmph,” replied Beatrix with a childish pout and plopped back down on her butt. "Doesn't mean what you did was okay."

“Like...chill-ax, babe. We're friends here. Though really at this point, who doesn't want to use you in some way?" She snickered teasingly. "But, like, believe me when I say what we want from you is different. We want you to help us turn Equestria back into what it was meant to be. A wonderland totally filled with magic.” She wandered closer and waved at the vistas around her. “This is just an illusion. We want the real thing.”

It certainly seemed real to Beatrix's senses. She pinched her own bottom and winced.

“This is like a neural network. Think of this like subconscious representations brought up by how we perceive ourselves, our avatars in this cyberspace. Our real bodies are linked up to a machine outside in the 'real' world.” Hugs sat cross-legged before her, so close she could feel her warm breath and cupped her cheek. “Our thoughts made it all real. Isn't that totally radical?”

“So it's like a shared dream, huh.” Beatrix tested her magic here and found she was quickly able to summon a massive orb of it.

“Whoa.... Usually, people are limited by how they see themselves here, so you're either really confident, crazy, or just that powerful if you can tap into your magic so easily. But this is great! It means we're ahead of the curve this time! Woohoo!” Hugs exclaimed; happily, her usual calm demeanor suddenly shifting to joyous excitement before she brought the mare into a big hug; her bare breasts squishing into her own bosom.

Beatrix gulped and felt herself warm up all over. She closed her fist and snuffed out the magical energy which hissed. Hugs laid her back, into the moist greenery, running tender palms down her curves. Somehow she'd oiled them up, massaging her supple flesh into a delicate glaze, and her own, running slow, sensuous circles around tits so bulbous and heavy they hung.

They shimmered under the sunlight, and Hugs pressed atop her, started to kiss and nibble at her lips, soft at first but then with more passion. Did Hugs intend to seduce her into submission? Because it was working!

Yet all the good sex in the world wouldn't make her turn on her friends. The members of B.A.B.S., well, they were her friends...weren't they? Or was she being naïve? Everyone wanted something she couldn't even provide!

She found herself kissing and groping the hippie back, taking the time to explore each other. Rolling about the abundant greenery, oiled up flesh made contact with low, wet slaps. Strings of saliva connected their lips, their fingers intertwined, and Hugs pushed Beatrix's thighs open, pressing their slimy snatches together and bucking her hips as they made shameless love.

“Fuck...I just feel too damn happy right now. And you could too! Think about it, babe,” she whispered hotly in her ear with a nip. “This pleasure you feel now is nothing to the warmth a real body can bring. Don't you miss what that's like?”

Belladonna's eyes glazed over when she considered the price. Did she really owe anyone here her loyalty? Didn't they all seek to use her for their own selfish purposes? Which group, she wondered, would most likely help her return home?

More tingles ran through Beatrix each time Hugs ground her pelvis into her, trails of their nectar running over their tight pink assholes. Tree pecked and nibbled at her tits, the flesh jiggling, coated in small bite marks. Looking around her with glazed eyes, Beatrix watched others approach, nude men and women adorned with wreaths of flowers woven in their hair.

Her head swam, and Beatrix's eyes rolled into her head, simultaneously overcome with sexual and religious euphoria, as were the cultists around her. Many of them toppled to the earth and went into convulsions.

She felt herself tighten up with a happy howl, saw a vision of the divine figure the cult worshiped, one that made her heart flutter with familiarity.

"E-Ewe..!?"

Blue haze kept her form from being completely visible, but the style of her robes, the curved horns protruding from her hood, the crest that braided her hair before her chest and the warm honey-colored eyes that matched her slight smile. It was impossible for her to mistake this radiance of benevolent energy to be anyone but the dream shepherd.

"It is really you?"

The woman only nodded as she approached her old friend and knelt down before her. All eyes remained on her, however, as if Oona was a ghost to them. A gentle hand caressed her cheek as she spoke in a silky, Celtic tone.

"It appears our paths have crossed once more, little witch," she mused. "We have much to discuss in this scape. I'll be waiting once you have finished with your...heh...'introduction'~" She would raise up and disappear into the crowd of followers, leaving Beatrix to her pleasure. She tried to come down from her repeated orgasms, which splashed between her thighs with Tree's, both caught in the throes of ecstasy. They continued to buck their hips, the swollen lips of their sticky pussies kissing, arcing their breasts.

Escape now seemed impossible, and she wasn't sure she wanted to. This sanctuary was akin to an addictive drug, one which upon indoctrination few ever chose to abandon.

At least for now, she had someone to turn to for answers.

*****

“What do you mean you've lost her?!” Babs nearly bit her cigarette in half. A low hum and the soft glow from computer terminals surrounded them.“You know what Spike'll do to our asses when he finds out? We'll be lucky if he doesn't blacklist B.A.B.S.!” She stomped about the chamber in a huff, and her boots rattled the metal floor. “Out of all the brain dead-”

“Hey,” shot back Rainbow Dash. “I take full responsibility, but I did what I could! She's still alive, at least!”

“I've heard about that cult,” said Sunset Shimmer. “They worship some digital avatar called Lady Ewe and want to turn back the clock on Equestria, return us to a time when magic was at its zenith. Makes sense they'd want to capture Beatrix.”

Flutterbitch, who'd stayed in the shadows, widened her crimson eyes. “Tree Hugger,” she whispered to herself and wrapped her arms about her bondage-clad figure. “It has to be her. Rainbow Dash,” she said more loudly. “Wouldn't you like your wings back? Because if the Elements of Harmony did become active again, you wouldn't have to rely on those fakes.”

Dash rubbed the metal extensions. When magic had been abundant people had crafted things like wings and horns to adorn them, drew power from them, and their cutie marks, which were now little more than meaningless tattoos. She'd made herself a massive wingspan all those years ago, only to lose it senselessly. “Yeah... But it depends on the price, of course.”

“Whatever the case is,” cut in Babs. “If there's any hope, we've gotta get her back!”

Several rooms over the other, Spike listened in with a flick of his ear. In the heat of the moment they'd left him unguarded save for the security system, believing that he was sufficiently sedated. He smiled and stretched his limber muscles in the bed.

A multitude of options presented themselves to him. He decided to risk it all.

Tumbling out of the sheets, he scooped up the plainclothes left for him. He concentrated, popped out tiny claws from his fingertips with a groan, and shredded the control panel, which shorted out with sparks and smoke.

Aware that they would soon be alerted, he strutted down the hall. A hiss sounded from Flutterbitch when he entered, and Spike raised his hands with a cheeky grin. “Hey now,” he began when they all turned their weapons on him. “I didn't come to fight!” He licked his lips when Babs started to approach. “Hold on a minute, maybe we can all help each other?”

“We can't trust you,” said Dash, who narrowed her eyes.

“I have connections. We can save Beatrix and Rarity's soul. But we'll have to act fast," insisted Spike.

Dash rolled her eyes and crossed her slender arms. “Do you buy this?”

Sunset lowered her laser sword, cautiously approached, and studied him. “This would be so much easier if I still had my empathic abilities, but I think he means it. Say we accept the deal. What do you want in return?”

“First, you'll have to keep this a secret from the imposter. Second, if we can put Rarity's soul into one of his shells, I want you to set her free. You don't have to turn her over to me, it's just...I can't stand the idea that he'll have his hands on her!” He pursed his lips. “He hasn't been in his right mind ever since he lost her. I can't take the risk that he'll hurt her.”

“President Spike has cameras and security everywhere,” reminded Babs. “It'll never work.”

“I have ways to temporarily disable that. Of course we'll have to keep low and finish up quick. I call my crew, we hit the compound where the cultists are located fast, rescue Beatrix and you turn her and Rarity's soul over to the imposter. I'll work out the rest of the details later. What do you say?” He offered his hand. “We got ourselves a deal?”

The team took a moment to look between each other but knew their leader had the final say.

“I'll probably regret this,” said Babs, who shook his hand. She knew her team would follow her anywhere, even if they didn't agree with this decision. Well, Flutterbitch was a bit of a wild card...but she suspected she'd stick with them for now.

They would be taking an even more significant risk than him, aware he could potentially double-cross them at any moment. But Babs trusted in Sunset's instincts and figured this way further complications could be avoided, at least for the moment, if it all worked out to plan.

Besides, in all her time on the streets she'd learned you needed to take extreme risks if you wanted the payoff!

*****

Beatrix blinked her eyes open when the jack was removed. She rubbed the side of her neck where a nasty wound was cut into her skin where it had been inserted, dressed in a simple gown and seated in a chair.

Her eyes sleepily took in the room, which appeared to be a greenhouse with a set of fancy tech in the middle, an anomaly if she'd ever seen one!

“Sorry about that babe,” said Tree Hugger who stood nearby in a simple white robe trimmed in gold. “You don't have the proper hardware to hook up the normal way, so I had to force it. Crude and leaves a hideous mark on your fair skin but, it's effective, y' know?”

“It's gonna heal, though, right? I don't want it to leave a nasty scar...” She was answered when Hugs spread the clear gel on her palm and rubbed it into the hole. It soothed the ache immediately. “Great.... So how long do you plan on holding me captive?”

Hugs' smile would go crooked. “If that were the case, that would make us a cult. But we're not, babe. You're free to leave as you wish, but if you do, there's goes our one chance in restoring the land to its natural state. So if you would, please...please think about what you can do for Equestria.”

Beatrix turned her head to one side. “Look...I'm flattered, but you've got the wrong woman. Whatever one wants from me or my magic, it just isn't there. It's nothing special...I'm not special.”

“Sure, maybe not now.... But we have some special drugs that can't enhance your potential further!" Tree Hugger insisted while stroking her hand. "Like, all you gotta do is not overdose and risk frying your brain. But with the right amount, there's no telling how far your talents could push you!"

Beatrix sighed, unsure of what to believe while looking around the place. They appeared to be in a compound that resembled a nature preserve. No doubt such sites were quite rare in this world, perhaps to the point where they bordered on extinction.

Given free reign to explore, Beatrix wiggled her toes and sauntered to her feet. A cool breeze rustled her loose gown, tickling her bare skin underneath, practically naked when the sunlight fell on her.

She padded outside and followed a walkway. Her nostrils flared when she inhaled the fresh air, and closed her eyes with a soft breath, wondering if she were still dreaming?

“If it were, I could easily tell you,” giggled a soft voice. “No, child. This is indeed real.”

She gasped and turned to see the horned woman enter and take to her opposite side. "Lady Ewe!"

Oona nodded and raised a fingertip to her own lips. “When we last met, I kept a small piece of your essence so that I may follow you in case you were heading into trouble. It appears though my legacy has inspired Tree Hugger to make me a prominent figure in this world. A flattering thought, though tainted by their overuse of these addictive medicines.”

Beatrix looked down to see that her form was still lying in the grass with Tree Hugger looking confused, shaking her body. Panic rose before the goat woman hushed her and ushered to follow her into the forest, enigmatic blue mist leaving a trail.

Beatrix strolled along as they ventured into the thick woods were exotic flora sprouted with each step. “So wait...are you really here?”

“In a way, though only you may see and hear me. I exist within a part of your mind, temporarily, of course!" She hummed. "I can't freely travel through different worlds and dimensions like you, so I learned to instead trace your essence to better find you through your dreams. Though I can imagine how...creepy that appears to be. I can cease contact if you wish-"

"N-No no! Believe me, I'd rather have you in my head than some of the monsters and weirdos who've done so," Beatrix insisted as she instinctively wrapped her arms over the full figure of the dream shepherd. In-kind, she smiled and stroked her fingers through her platinum locks. "Damn, you feel so warm.... So soft," the witch sighed.

“Heh, I know. Alas, it's only your perspective, making me feel real. I'm afraid you're very far from where I am currently. It's a struggle to maintain contact like this.”

“So then.... What do I do? How am I suppose to help? It feels like I can't trust anyone here.”

Lady Ewe frowned knowingly. “That is something only you can decide. I can, however, share what I've learned here. Because my...ahem...followers have brought enough belief in me and my ways, I've had enough presence to traverse this city's network and gaze into the dreams and visions of its denizens. Limited still, mind you, as it's hard being everywhere at once. But among them, President Spike can not be trusted. This variant has allowed obsession to control him. If my suspicions are correct, an old foe of mine is behind this." There was a subtle hint of anger in the bass of her voice, one Beatrix didn't think existed in such a kind and friendly spirit. "As for the other Spike that appeared here, I'm not too sure. It seems he is also from a parallel world. Perhaps this place is some sort of nexus that pulls other dimensions close?"

“Sounds likely,” mused Beatrix with a titter when she recalled the paradise world where she and Lady Ewe had met. She then noticed that her figure was growing seethrough as the forest around them began to darken, the dream shepherd disappearing along with her. A muffled voice echoed in Beatrix's subconscious.

"Curses...our time grows short. Listen," Ewe urged as she tenderly squeezed the witch's shoulders. "I'll try to learn more about this place and who's behind it. Do what you feel is right and keep a safe distance from people. We'll meet back here in this next sleep. I wish you good luck, Beatrix Belladonna," the goat woman promised before vanishing into the mist.

“You too.” She frowned and watched her dissipate, now more lonely than ever. At least there was someone she could depend on. Wind chimes tinkled, and the scent of incense made her nose crinkle. Crystals dotted tree trunks and caught the sun's rays.

Her thoughts wandered to Trixie, back at the base with B.A.B.S., and hoped she would be looked after well as she woke up again to the worried expression of Tree Hugger.

****

"Hmm..."

A mechanized voice hummed as his gaze pierced into the screen displayed before his body. One out of a thousand screens that circled slowly around the platform he stood on. All depicted different events at different locations. But the one he kept replaying over and over held a horned woman holding a confused and lost girl.

"I figured as much. It was only a matter of time until you would show up. No matter..." He turned away from the screen and began to stroll into the inner corridor of his workspace.

"The purification process of all organic life has already begun."

Chapter 5

Babs Seed's team were led out into the wilds, where an unmarked helicopter picked them up. She sat with the others in the cramped interior, kicking her booted feet and puffing smoke from her cigarette. She didn't like the idea of leaving the base unattended, especially since this new Spike knew their coordinates, but didn't see much choice if they were to retrieve Beatrix.

“She'd better be worth it,” she told herself again.

Beside her, Rainbow Dash worked on her mechanical wings, which sparked and filled the air with the smell of burnt circuitry. Sunset Shimmer tried to read, despite the occasional shake of the interior, and Flutterbitch sat surrounded by her thralls, made up of the more intact enemies they'd taken down, which she'd forcibly revived and turned into her meat puppets.

Spike looked over a dossier. “Got all the info I could find on the various parties you've encountered so far. Let's see, those cyborgs are a gang called the Redcaps. We've had a few run-ins with them in the past. We call ourselves the werewolves.” He grinned. “Uh, as for this cult, they're known as the Flower Children.” He turned his eyes on Flutterbitch.

She pouted and reclined in her bondage gear. “Yeah, what of them? Tree Hugger was an old friend of mine, but we cut ties a long time ago. Not our choice. I didn't expect some nasty vampire to make me his bitch. Didn't work out too well for him in the end, though.” She suppressed a malicious snicker when she remembered how she'd turned the tables on him.

He shrugged. “Hoped for a little more, but okay. My soldiers will do most of the work. We'll hit the compound, and you all can slip in and retrieve Beatrix. Don't worry; I'll be down there with you, too!”

Shy narrowed her eyes. “Look, I couldn't care less about what you do with her cult. Just don't do anything to harm Tree Hugger. Otherwise, you'll wish you were dead.” She tilted her head towards her thralls, now reduced to pale, broken shells of their former selves.

He raised his hands before him. “Scary! No worries, I'll pass the word." He peered out a window. "Hey, it's almost time.”

Babs stood and narrowed her eyes when she overlooked her team. “Saddle up bitches; we're going in dry!” She checked her assault rifle with a click.

The bay door thudded open. They dropped down with parachutes, and the compound started to swim into view in the distance.

Within the hour, with the break of dawn, the area would be stormed by B.A.B.S.

*****

Lost in the moment, Beatrix kissed and nibbled at Hugs, their nude bodies pressed together beneath a tree. A fine mist rolled about them, brought on by a light rain that brought out the garden's scents.

They were back in the 'real' world, and like the cult leader promised, the touch of real flesh was preferable to a mere simulation, perfect as the latter had seemed.

“You sure you can't join us? I'm certain you'd be much happier, babe,” murmured Hugs, who sunk a couple of fingers into her lover with a squish. She smelt of earth and flowers, many woven into her frazzled locks. Her digits swished inside Beatrix's, explored her warm, wet confines.

“I...I can't,” insisted Beatrix through a blush.

Pushing her into the soil, Hugs crawled about her with a quiver of heavy breaths. The hippie reached for a double-sided dildo nearby, stuffed it into herself with a low moan, and pressed her crotch to Belladonna's, where the toy quickly slipped in with a squelch. She thrust her hips, slammed into Beatrix, whose body rocked under a press of her ample flesh with a thud.

Their lips locked while Tree made love to her. Spatters of pussy juices erupted each time their twats connected, sticky and dripping down Beatrix's butthole, and she whined her appreciation.

From the corner of her eye, Lady Ewe stood nearby and paused with a deepened flush, uncertain whether she should continue or break away.

“Uhm...I'm not sure how long you wish to indulge in this behavior, but I sense your 'friends' from B.A.B.S are almost here,” warned Oona with pursed lips. “And I don't believe things will end well for these misguided souls.”

Startled, Beatrix pushed through the pleasure and shoved the earth pony off of her, and removed the tool from her swollen vulva with heavy pants.

"Aww, what the fuck, man!" Groaned the hippie. "I was, like, getting close."

“Tree Hugger, this is serious! You're about to be hit, hard, by a team of mercenaries!”

This got her attention, making Hugs swallow. “W-Wha.... How did they find us?” She shot up with reluctancy plain on her face.

“You need her to remain calm,” explained the ethereal ram woman. "I've opened an escape route, though it's unlikely everyone will escape in time. Perhaps, if you were to come forth and surrender yourself, some bloodshed might be avoided."

Beatrix nodded and took Tree's hand, looking the mare in her hazy eyes. “Listen to me, I know a way out. Don't ask, I'll explain later. When we get out, I'll talk to Babs Seed and-” The first explosion knocked the pair of them to their butts and shook the compound with a thunderous rattle.

The glass shattered and rained from overhead under the first volleys. The attackers parachuted in with a staccato of rapid gunfire, and the cult rushed to prep their counterattack, only to be quickly cut down in a hail of bullets.

Flora painted in crimson mists as dozens of bodies toppled around them amidst the smoke. "Nooooo," shouted Tree Hugger, clutching the grass and sobbing ecstatically.

"Wait, no, stop!" Beatrix pleaded, waving her arms to try and get the intruders' attention.

“Route 'em,” shouted Babs, who landed and cast off her backpack. “We'll flush 'em out and finish 'em off! Take their leader alive!”

Among the growing carnage, Lady Ewe watched with deep anguish as some of the cultists slipped into the tunnels she'd opened. They led far below ground, a labyrinth that went for many miles, and would eventually connect with the city.

Screams sounded in a chorus when they funneled in, her worshipers in the hundreds here, and her eyes misted in the hopes that most of them would make it yet.

Babs aimed at the cult leader, and Beatrix stepped in front of her. “Don't you dare,” warned Belladonna.

“Damn it, don't tell me they've brainwashed you already! C'mon, Bea, Time to head home.” Babs jerked her thumb behind her. “A chopper's ready to transport us, courtesy of this other Spike. Get your ass moving now, or I'm leaving you behind!”

“Not until you promise to call off the attack,” demanded Beatrix with a cross of her arms. "The cultists mean no harm here!"

“The fuck did you just say to me?!” Babs spat angrily, poking the nozzle of her weapon against her exposed torso. "You think you can tell me what to do? I'm risking my ass for you, and you think you can give me orders?"

“If you want my help, yes! I will have no part in senseless slaughter, you murderous psychos!” She huffed, aware she was needed.

Babs glared at her for the longest time, her finger itching to pull the trigger. But with a groan, she tapped at her ear communicator. “Everyone, pull back! We have what we came for, plus a bonus.” She grabbed Hugs by the wrist and jerked her over.

Beatrix tried to intervene, only for a rifle butt to the face to knock her aside. The witch glared and rubbed her bloody nose, thankful the damage was mostly superficial but still seething.

Within minutes they were packed back into the chopper. Blades whirred, and it rose away from the smoking, burning compound, where Hugs sobbed and watched her life's work smolder, a green paradise now kindling.

No one spoke, and Flutters tried to sit next to Hugs, who ignored her and continued to stare, shaken. Nearly a hundred lay dead, with only a couple losses to Spike's gang amidst their attack.

They were dropped off back in the forest, near the same train which had taken them there which they hitched a ride on. The Werewolves had connections everywhere that allowed them to stay under President Spike's detection.

Again, no words passed between them. Sunset would shoot Beatrix and Tree Hugger a sympathetic look, the former still seething at their leader while the latter remained distant and sad.

They got to a subway, where they rode most of the rest of the way home, then took the underground tunnels to a secret passage that terminated with a maintenance hole.

*****

Placed under house arrest, Beatrix was confined to her quarters with Tree Hugger and Trixie, the latter still soundly asleep. She continued to give the leader dirty looks as she spoke with them strictly. “We've spent a lot of money to help her beat the addiction,” noted Babs, standing in the doorway. “But we're not a charity case. You better be able to deliver soon or who knows what President Spike will do to B.A.B.S. Don't take this personal. We have a job to do. That's all." With that said, she walked away with the door automatically sealed behind her.

“Great.... Just great,” Beatrix pouted while resting her head against the wall, slinking down to tuck her knees into her chest. “Locked in, like we're spoiled children. Unbelievable!” She smacked a wall and winced.

"At least in here, you're a lot safer," Lady Ewe assured, appearing beside her to place a warm hand on her shoulder. “Things will work out, I promise. Though I feel sorry for what has become of the Flower Children. I may not approve of their methods, but they didn't deserve this! I can't help but feel responsible for this mess.”

"Heh. Relax, it's not your fault. There was nothing you could do. Nor I for that matter,” replied Beatrix, relating to the similar burdens she'd had on her other adventures. “With that said, is there anything we can do?"

"Who are you talking to Bea," asked Tree Hugger with furrowed eyebrows. "And how did they get in here? I thought this place was, like, locked uptight!"

Ewe was caught off guard, staring at the hippie like a deer caught in headlights. “W-wait? Can you see me? No, that shouldn't be possible! I should be solely attuned to Beatrix. Unless..." She moved closer to better look over the dazed hippie before placing a hand to her cheek. Tree hugger jumped slightly as if feeling her hands while gasping. "Ahhh, yes, I see! This one is very sensitive to the soul. Almost as if you have an innate sixth sense.”

“Y-You're her...” Tree's eyes widened and filled with tears. She sunk to her knees with a choked sniffle, clutched at the hem of the shepherd's robes. “Please, I know I'm totally not, like, worthy or anything, but...you gotta help Beatrix return Equestria to what it was!”

“You have a terrible fever,” she whispered delicately and stroked her braided locks. "You should seek some proper medicine that won't fry your brain. But rest assured, we will do what we can to rescue this world."

Hugs whimpered while clutching onto her like a wounded child seeking her motherly figure, and rubbed her cheek against the softness of her wooly pants. “I-I can't take this world anymore, man! It's wicked and cruel and destroying people's lives! People only understand violence nowadays days! Why can't we try another way?!”

“We will,” added Beatrix. “I hate it, too. I mean, it's not all bad, but any world that leads to this...” She nodded at Trixie, who remained in a sorry state. “...well, I want no part of it! On a brighter note, my magic is improving here, bit-by-bit.”

"Hmm..." Ewe pondered before pulling away from the distraught hippie and turning back to the witch. "I'll see what has become of the other Flower Children. Hopefully, by now, they've made it to a safer place. If I find anything else, I return as fast as I can!"

As Lady Ewe vanished, a rattle sounded from a grate overhead. From the duct slipped Flutterbitch, who'd contorted herself, and hung upside-down before she flipped and landed silently on her feet. “Forgive the intrusion,” she said with a swish of her thick mane. “But I simply couldn't stay away, not when a dear old friend is here!” She cast a concerned gaze as she struts towards the hippie, clad in black leather.

The hippie wiped her eyes. “Dear god.... What happened to you, babe? They've turned you into a monster!”

“Things went downhill when you abandoned me,” challenged Flutters in a murmur. “It wasn't right, even if I kept refusing to join your little cult.”

“It's not a cult,” insisted Hugs who twitched a thick eyebrow. “Look, if you could see Lady Ewe for yourself, you'd understand! When she comes back, I'll ask her to show herself to you. You'll see!”

"Might not want to do that," Beatrix said shaking her head while the pale vampire looked between the two as if they were both crazy. "Lady Ewe can barely keep her connection with me as it is, let alone around the place. It's impressive you can see her. We have other things to worry about." Beatrix got up and sat her bottom onto a stool beside the bed where Trixie was confined with a soft cry. “Will she ever recover?”

“I've beaten lots of addictions,” mused Hugs with a broad grin. “But it's hard to say. Virtual reality can be very addictive, but I prefer the real world, you know? The soil and grass below, the fresh scents, sunshine, rain, and rainbows, it's wild, man.”

“Tsk. There you go again, thinking this mythical goat lady will make it all possible,” mocked Flutters with a curl of her lip.

“She's not a myth!” Beatrix proclaimed defensively. “She does exist. She's the only reason there's any chance of survival!”

“Even if I believed you, she's just one person. It's like how everyone expects you to alter Equestria alone.” Flutters clicked her tongue in open disdain. “Doesn't matter. You'll probably all be taken to President Spike, especially after you pissed off Babs.”

Beatrix shrugged with a pout and stroked her unconscious mother's cheek. “Let her do her worst then. I couldn't give a damn about it all,” she proudly boasted.

Though granted, she knew that wasn't entirely honest; she'd often been a bit of a coward at heart, pushing herself to do what was right because her loved ones were at risk. Because it's what her late father, Shining Armor, would have wanted.

But she could never be noble in the same way Flurry Heart was. Goodness didn't come naturally to her. She'd learned it from all she'd endured in a war she'd entered into as a child, of seeing how much others suffered and compelled by guilt to intervene.

Yet there were times like these when she asked herself, was this Equestria even worth saving?

*****

A labyrinth of tunnels stretched below the wilderness into the city. The hippies scattered and followed the routes in an attempt to escape. Ewe's spirit manifested near the mouth of the entrance, sighing to herself in relief at the safety of these poor individuals.

But that safety was effectivly neutrialized when a loud scream echoed behind her. She turned with a jolt when one member of the cult was yelling, looking like he was in unbeliavable pain. But upon further inspection, it looked like something was shifting under his very flesh!

"A-Auauugh, H-HELP ME!" He shouted as sharp steel and machinery began to grow out of his arm. His neck began to bulge before he vomited out screws and green blood. His spine sprang out from his back as wires formed to attach to the base of his neck. His eye was pushed out from his socket, revealing a glowing red light that flickered on.

The Flower Children gazed in horror before fleeing, the automatized victim continuing to crawl after them as his limbs and body fused and tranformed with his newfound mechanical parts. Ewe held her mouth while pressing herself against the wall, terrified of what she just witnessed. "N-no.... Oh sweet lord, no!"

"Impressive, isn't it, Ewe?" A monotonous voice said, drawing her eyes to face the one responsible for this grotesque act against nature. Out from the entrance stood a tall figure clad in a dark green uniform. His arm was utterly robotic, folded neatly behind his back. The most imposing feature was his mask, a unique fusion of a gas mask, and that of a plague doctor. Unblinking glowing red eyes pierced through the eyeholes. Combined with the long fur collar around his neck, this man gave the distinct image of a vulture, waiting for its prey to collapse. "My cure has never been more active through a patient's body. I do believe I've outdone myself."

"Varys..." Oona addressed with a soft, disgusted voice. "I should have known this planet's decay in life was your doing!"

"False," the Vice Lord rejected, turning to face her. "This world was already progressing towards purification long before I discovered it. You'll have this planet's president to thank for that. His obsession in recreating the one he lost was so intense, how could I resist the call and offer a helping hand."

"You won't get away with this, Varys," the goat woman promised. "As long as I muster spirit and hope, this planet will not fall victim to your delusion!"

Digitalized chuckling was his response to her. "How sentimental.... But that was always the biggest flaw in all organisms. These people do not need hope or nature to progress. Once they understand that biomechanical science is superior, they will be cured of their infectious and stubborn emotions. The results speak for themselves," he said, pointing towards the group of scared cultists. One female member was pulled down by the crawling infected, pleading for help before it pinned her down and bit into her shoulder. She screamed before she felt the her wound festered and spread pain through the rest of her limbs as she stared in anguish to see her flesh start to deteriorate to make way for the new machine parts and tubes growing out of her.

"Hmph. It still needs more work in removing the primitive way of transferring the virus. I suggest you leave this planet as you probably won't enjoy what I'm about to do with it," he suggested before turning around to leave. "If you'll excuse me, I must consult with the president about new test subjects. I heard he'll be expecting guests very soon."

"Beatrix!" she gasped, looking to stop Varys before he disappeared back into the labyrinth. All that was left was the two biomechanical zombies completing their transformation and looking for other cult members and hippies to corrupt. Ewe clutched her fists and disappeared from the scene with one thing clear.

She needed to warn Beatrix of the danger growing in this Equestria.

Chapter 6

Pacing the confined room, Beatrix Belladonna knew her time was limited. How was she possibly going to fake what President Spike wanted? They'd all call her a charlatan...just like her mother. She turned to her mom, laying in the bed, and watched her stir. “Hey, are you awake?!” She rushed over to her side, barely able to contain her enthusiasm.

“Ugh...” Bags hung under Trixie's eyes when she blinked awake. “Oh, it's you again.” She curled blankets around her bare body, messy loose locks hanging around a haggard face, and fiddled with tubes in her nose.

“Talk about a warm welcome! Come on, mom, speak to me!”

“I'm not your mother! Not really! You're from some alternate dimension, or so you claim! And me...” She turned her head away with pursed lips. “I'm no longer worthy of calling myself the 'Great and Powerful Trixie'! Because without my powers, I'm a loser! Just another failure and charlatan, like they all claimed! You want my look? You can have it!”

Beatrix scrunched up her face. Had anyone else talked about her mother that way, she'd smack them senseless. “You're not a loser! So far as I'm concerned, all Trixies are my mother, and you taught me almost everything I know! You saved Equestria at least twice! Isn't that enough?!”

“That's when I still had magic! Without it, I'm worthless! I don't have a place in this world!”

She grabbed her upper arms. “That's crap! You showed me lots of skills that didn't need magic! Sleight-of-hand! The escape artist stuff! You think any rube in the crowd could pull that off? Heck, you showed me how to survive on the streets!”

Trixie slowly turned to meet her gaze, and her expression softened a little. “I could almost believe you came from me. You have spirit, at least.” She sighed and let her head rest against the wall with a clunk. “Who's the father supposed to be, anyway?”

“Shining Armor.”

“Yuck, really? I would have surely done much better!” She grimaced before stroking her chin, lost in fantasy. “Still, quite the hottie. Too bad he's already taken.”

Beatrix brightened and leaned in closer. “My father exists here, too?”

“Yeah, but he lives halfway across the world. Married into royalty and dwells in some remote region. Never met him myself, although I toured in the area. Good times.” She wistfully recalled the days when fans practically worshiped her.

“That's too bad,” replied Beatrix with a pout. “I really wanted to see him.”

“Sadly,” sighs Flutterbitch, crossing her arms. “You'll all be taken to President Spike soon. No one here is in any position to resist him, even if they wanted to. But I won't let him hurt Tree Hugger, no matter what it costs!”

Tree Hugger clasped her midsection from behind. “I'll be fine, babe. I'm more worried about the Flower Children.”

“Lady Ewe went to check on them,” reminded Beatrix. “She'll make it all okay.”

“You have faith, too.” Tree Hugger's crooked smile widened.

Beatrix shrugged. “On a personal level, yeah. Lady Ewe's saved my cute butt lots of times! She's been a mentor to me, too!” Looking back to her mother she said, “Come on! Let's get you bathed and dressed!”

“Fine, fine.” Grumbling, Trixie tossed the blanket aside and stumbled to her bare feet. She allowed her daughter to undo the tubes, and lead her by the hand into a shower, where Beatrix stripped too and let the sonic vibrations washed over their supple bodies.

Belladonna shivered and cooed in delight, their flesh decorated in tiny goosebumps, unable to deny the stimulation.

“Goodness,” mumbled Beatrix, who felt her loins heat up. “Not sure how women in this world everleave these showers.”

Trixie snickered. “It's not easy!” She posed boldly, swished her hair, almost back to her old self. “So, you can still work magic, huh? I'd like to see what I've taught you some time! I might even be able to rediscover my own powers, after you strut your stuff!”

“I'd like that,” answered Beatrix with a playful smirk. Pressed close to her in the cramped stall, she basked in her mother's warm touch whenever they made contact, relieved to see friendly faces such as her and Tree Hugger. She'd burnt bridges with Babs Seed and wasn't sure how the rest of the mercenaries would react to her after recent events.

“Careful mom,” she warned, catching Trixie before she slipped. “You're still weak!”

“Nonsense,” replied Trixie, who straightened herself, her pride clearly hurt. “I'll be fine.”

Beatrix nodded, relieved to see her mother was almost back to her usual vain self. It was one less worry on her back, at least.

Could she depend on the other Spike to save her if President Spike was displeased? Her thoughts drifted, and she stared down at herself, her nipples perky and her breasts pert under the ticklish hum that surrounded them. She and Trixie moaned low, let the electrical tingles cascade over them, completely surrendered to what she feared could be her last moment of peace.

*****

Later that night, B.A.B.S. was summoned to President Spike's office. Babs Seed finished her last cigarette, and with her team and prisoners stepped into the elevator, where they waited in silence and counted down the moments to meet the Dragon Lord.

A ding sounded, and they stepped out, where he sat at his desk, his secretary Rarity at his side who cast them a too-perfect smile.

“You're dismissed,” he said to his suited guards and waved them away. “So...” He rose as they left and looked between them like he wondered where to begin. “Tree Hugger, isn't it? Sorry about what happened to your cult.”

She furrowed her bushy eyebrows. “Again, they're not a cult. Besides, you didn't bring us here for platitudes, you know?”

He heaved his shoulders with a grin. “I simply want to make you feel at home. There's no need to punish you, not after what you've been through. Consider yourself a guest! You too, Beatrix! You're all welcome to stay.”

“Yet not welcome to leave, right?” Hugs scowled. “I feel the vibes you're radiating...”

Clasping his hands behind him, he said, “You have to understand. I can't let you run free, or else who knows what trouble you'll bring our way? The Flower Children have admittedly been a thorn in my side for quite some time. And while my mercenaries might have been a little, shall we say, heavy-handed with their tactics, I don't think there were too many casualties.”

“Shouldn't have been any casualties, man! But what's done is done."

Spike pursed his lips. “You'll be provided a room suited to your needs. Don't worry, 'Flutterbitch', you can visit her.”

“How gracious,” said Flutters, who gave the closest approximation of a mock curtsy she could manage in her bondage gear.

“As for you, Babs Seed, did you get what I asked for?” He drummed his fingers on the desk, unable to contain his impatience.

“Y-yeah. Here.” Babs opened her satchel and showed him the jar where a purple swirl of energy danced.

“Wonderful! Well, no time to waste.” He clapped his hands together. “Beatrix, you can practice here. Whatever you need to make this happen, it's yours. My men are already busy researching on a way to restore your dimensional powers.”

Beatrix swallowed hard. “Uh, thanks! I'll get right on it!” She nodded at her mother, who followed her into the room he waved at. The doors automatically slid open, where an alchemy laboratory awaited her, shelves lined in bottles with chemicals.

“Huh,” she called with an echo and took in the place. “Maybe I can make it work if I can make these concoctions active...?”

What he didn't know was that the other Spike had switched Rarity's soul with a fake, little more than remnants of energy collected from an area where another travel had wandered into this dimension like him.

Babs had agreed to his ruse in return for his aid, hopeful it would buy time before they enacted their plan. After all, she reasoned B.A.B.S. days were numbered.

Yet could a team of mercenaries pull it off even with the help of the Werewolves?

President Spike employed many teams of death squads, and most of the city was in his pocket. To save her team, she'd have to take the slimmest chance offered.

*****

With a hum, Beatrix Belladonna started her work. Seated on a stool by her mother, she laid out several ingredients, most that would be useless in this cybernetic age...but some reacted to the traces of magic she summoned with a twinkle of her fingers. She brewed a few basic potions, which bubbled and fizzed over, the air filled with colorful, perfume-like fumes that filled her nostrils.

Studying them, she mused, “They're weak...but at least they'll work. Hardly up to my usual standards, though, and far from what President Spike wants.” She kicked her booted feet, which swung back-and-forth. “Damn, this really sucks!”

“Impressive. For an amateur,” teased Trixie with a wiggle of her nose.

“Oh, hush.” She nudged her back in the ribs, and they shared a series of giggles.

A soft-spoken voice said, “Sorry to interrupt.” Lady Ewe strolled over with the dreamcatcher staff in hand. “Beatrix, I've had a look around this place, and while I dared not venture too deep, it's as I feared. Spike may have ways to detect me, and I've discovered much that's disturbed me. None of you are safe here, not after all the things I've discovered him capable of.”

“Go on,” said Beatrix, who ignored her incredulous mother, unable to see or hear the shepherd.

Sighing, Oona walked around the dimly-lit, almost dungeon-like lab, uncertain where to begin. “First off, Spike's company has been doing experiments on bending space-and-time. I believe he may have been trying to abandon this universe and seek another, likely to be reunited with Rarity. The trouble is, I believe his attempts tore holes in reality.”

Beatrix fumbled a tube and barely caught it before it spilled utterly, the excess hissing once it splashed on the table. The prismatic contents popped and spread in a thin, viscous slime. “You mean-?”

“Yes. It's likely his fault you were drawn here. The other Spike may have ended up pulled in the same way. You know better than to create more than one rift at a time, but with his efforts, he could cause this entire universe to collapse on itself!” She heaved, barely able to restrain her subdued fury. “Worse, an old enemy has been drawn here.”

“Another Vice Lord? We'll beat them like we always do,” assured Beatrix, who punched the air in triumph.

Lady Ewe shook her head. “It may not be that simple. Especially if my intuition is correct, and he's--augh?!”

Beatrix shot to her feet. “Lady Ewe, what's the matter?!”

Trixie rose too and shook her head. “Who are you talking to?! What's the matter?!” But again, her daughter ignored her as her face became stricken with terror.

Watching the goat woman vanish into the ether, Beatrix whispered, “I can't sense you anymore. Lady Ewe, please, be okay.” She couldn't help but feel alone again, but at least now she had her mother to keep her company, and settled back in her chair.

She pondered what Ewe had said. Pulling her here had likely been a happy accident, but she wouldn't put it past President Spike to try and steal her powers if he could.

Perhaps their loss had even been a side-effect of what he'd done? If so, she feared she might prove disposable in time, another loose end that he could deal with in any number of ways in short order...

*****

“Ouch.” Lady Oona Ewe landed with a thump in an alley and rubbed her backside. “At least I'm not too far from her. This looks familiar.... Hold on.... This was where Beatrix first showed up, isn't it?” With the evidence apparent, this must mean she too had been pulled here by a hole in reality.

Unable to simply wait around in this filthy place, she tested her magic with a twinkle of her fingers and discovered she could summon a few ethereal bubbles. While it wasn't much, she reasoned this was far better than nothing, and with practice, perhaps she could eventually restore her former potential.

She started to set off, merely to stop short once shadows headed her way.

Realizing she was at a severe disadvantage, she nevertheless took up a combat stance with her weapon raised, prepared for the worst. "I know you're here! Come on out before I shove my staff so far up your as-"

“Whoa. Relax,” called Spike, who raised his hands before him, dressed in his leather jacket. “We're on your side.”

She relaxed her posture, uncertain if the Werewolves could be trusted but aware she had few alternatives. So with a huff, she followed the gang down the maze of winding alleyways. While walking, her thoughts drifted back to Varys' warning and poor Beatrix, unaware of the danger she was in.

Once more, she'd inadvertently drawn her into a private conflict, but figured Beatrix would consider it a favor after all the times they'd helped each other out. She would make a note to be more strict in her tutoring once they made it out of this mess.

The gang leader led her into a black van that hovered in place, and after a moment's hesitation, she piled in with him and several other members, cramped up and ready to move out. “We plan to hit the Dragon Lord HQ and save your buddies. You in?”

“Of course! At least now, I don't have to stand by and worry over Beatrix's safety,” she sighed, resting her chin onto the top of her dreamcatcher staff.

“Good! I like her, too. And I have a personal stake, what with how that imposter has ruined my name, not to mention I want to save Rarity.” The vehicle rattled when it sped off, and one of his men passed the jar where the violet soul of Rarity danced under the container. It shimmers reflected over his face when he smirked. “I'll save you, I swear it.”

They sailed down the blocks, the air stuffy, and her robes clung to her skin. She noted the rest of them didn't look too comfortable either in all that leather but were undoubtedly used to this.

She started to zone out. A thud sounded, and the van momentarily spun.

“What the-?” Spike raced to the front to check on his driver. “How did they find us?!”

“Don't think it's Spike's crew,” the driver answered. “We're being chased by Redcaps!”

“Must have seen us dip out the alley and followed!” Spike hurried to the back, and the side door slid open, where he and his gang readied machine guns and assault rifles to return fire. Horns blared while they sped over the roads at top speed, several cars gaining on them. Bullets whizzed with a rattle, and a brilliant laser beam seared into the van's armor with a hiss.

The driver wound his way through traffic, narrowly missed more hover cars, and bullets continuously pinged around them. Some bounced off and left dents while others chewed into the metal.

Oona ducked down and lamented the fact that without her powers, she was nearly useless. “Curses! So this is what it's like on the low end," she muttered, understanding the struggles Beatrix was going through.

“Leave it to us,” yelled Spike, who ducked out and returned fire. “Damn!”

One of his men screamed once a high-powered bullet ripped through his midsection. He toppled out in a spray of red and rolled down the road with a trail left behind. Heavily armored cars closed the distance, practically stuck to their bumper.

“We don't have Beatrix,” muttered Spike, whose heated uzi rattled in his hand and spat its ammo. “But do they know that?”

Lady Ewe kept low and said, “Perhaps they're after Rarity's soul. If they can somehow sense magical signatures...”

“Huh, could be. Thought that imposter was one of the few with that kind of tech,” mused Spike with a grimace.

"He's most likely reverse-engineered another's tech," Lady Ewe said with spite, knowing that obsessive doctor likely had his hand in adjusting weapons here.

An explosion sounded when one of their pursuers erupted in a fiery blast under their assault. Spike punched the air in celebration, but nearly half a dozen still pursued, their armored cars almost demonic in appearance and lined with heavy weaponry. The cyborgs directly interfaced with their machines, with little of the men they used to be still there.

“Wired in, huh?” Spike tossed his clip out the
door and slapped in another. “Explains their insane reflexes.”

Oona nodded. “They're akin to living computers.” She winced, the van shaken under another heavy blow. “We won't last at this rate.” Gunfire smoke stink mixed with molten metal, and the van rattled so hard it threatened to shake itself apart under the attack. In desperation, she called on her powers, only to sigh at the meager sparks she summoned about her fingertips.

She yelped and was thrown alongside the others when the half-broken van toppled from the air, skidded with sparks on the streets, and rolled onto its side with a screech down the highway. A thunk sounded when it crashed into a bridge's rail.

Spike growled, and his eyes started to glow. Looking around at his boys, a couple dead and several wounded, fur began to sprout, muscles twisted, bones popped when he underwent the familiar transformation that filled him with primal heat.

He pressed the container to Oona's chest. “Take this and escape! I'll hold these losers off! Just slip out and stay low!”

With a nod she clambered out while the werewolf leaped ahead with claws brandished and snout drawn to bare his teeth. She didn't look back, but her ears twitched at the sounds of more bullets and lasers, mixed with snarls and screams.

She kept the holder with Rarity's soul pressed to her bosom, weaved about traffic, and prayed her allies would be safe.

*****

Beatrix's work had noticeably gone slower, no thanks to the sudden disturbance of her friend. Her mother had fallen asleep a while ago, and she was still unsure what else she could need.

"Ugh, this is so ridiculous," she muttered, rubbing at her temples. "I just wanna go home. I'm not sure if I could find something stronger than this..."

"Perhaps I can be of assistance."

She nearly jumped in alert before turning towards the owner of that digitalized voice. Before Beatrix stood a robed figure, arms crossed behind his back and making his way towards her. She couldn't look away from the robotic mask hiding his face, nor the glaring red eyes shining through the sockets.

"I think I have the answer you're looking for."

Chapter 7

“D-don't come any closer!” Beatrix Belladonna shot to her feet. The intruded nearly towered over her, adding to how intimidating she found him. Gulping, she did her best to not show fear. “W-who are you?! Do you work for President Spike?”

“In a sense," the steel-plated plague doctor retorted, his eyes shifting to her work on the desk. "I was told he brought you here to restore something lost to him. And in doing this, you wish to reclaim your magic, yes?"

“Of course." She nodded, folding her arms over her bust. "But there's always a catch in my experience. What do you want from me?"

"Only your compliance," the masked man said monotonously, “There is something I want in exchange for working with him. And I believe with your assistance, progress towards purification will happen much sooner."

"Purification of what?" She asked skeptically. The digitilized chuckle the doctor emanated proved to make him more threatening to her.

"The purification of this planet, of course. I won't bore you with details, but just know that working with me, we'll help each other gain what we want." He stalked through the lab, his thick attire dragging slightly behind as he observed the space.

Beatrix watched while sitting back down, unable to look away from him. His visage was similar to that of a vulture, just waiting for something to drop dead for him to scavenge. With a shudder, she turned back to resume her alchemy studies.

Her new comrade unfolded one of his metallic arms as a hologram appeared from his palm. With his other hand, he wrote something into the display, making a few notes of the surroundings and the behavior of the young witch. His gaze returned to her before he stood over her shoulder, analyzing her work.

"Ahh, alchemy. A primitive fusion between magic and science. A strong foundation for further technological advancements," he said, almost robotically.

She scoffed, disgusted with his choice of words regarding her profession. "It's reliable and guarantees success if done properly!"

"And requires so much effort and time to ensure the guaranteed result," he responded almost mockingly. "How much patience do you believe the President will have?"

"If he wants Rarity's soul to converge with a new body safely, he'll wait! Now, are you going to just leer over my shoulder, or are you going to do something to help?!"

"Hmm," the masked figure quickly analyzed her current progress before making a few calculations and modifications in his electronic notes. He then showed Beatrix said results in a way that wasn't too complicated to understand.

Her brows rose before looking back at her ingredients and potions. "...y'know, that might just work! Thanks, uhm.... What was your name again?"

“Varys,” he responded, backing away from the witch. "Master Varys. Alchemy is admittedly a science I'm not familiar with, but I figured a modern formula with ingredients from this age would accelerate the process without neglecting proper precautions."

"Y-you don't say."

"I only wish to make progress in helping out those who suffer and grow ill from this...decaying existence. Hopefully, neither of us will be interrupted." And with that, he sat at a separate desk to unfurl a suitcase that held his own experiment. A small laser emanated a couple times as he made his own modifications.

Beatrix frowned heavily. She didn't exactly trust this scientist, but he seemed to be reaching for a similar goal. For now, the young woman would have to be on her toes.

Turning back, she checked on her mother. Still fast asleep, Trixie softly snored, and she brushed her tresses with a tiny smile. If only Lady Ewe were here. While part of her was pushed to not rely on her so heavily, Beatrix knew that without her guidance, she wouldn't survive in most situations. Mostly when they involved the Vice Lords. And now she was forced to place her trust in another while she sat almost useless on the sidelines!

Fortunately for her, Varys wasn't the one for conversation. And despite her growing loneliness, she much preferred it this way. For now, Beatrix focused on practicing her magic some more, felt a familiar tingle run down her extremities with the pop of sparks.

So focused, she didn't notice that the plague doctor had turned his attention towards the slumbering Trixie, staring intently.

*****

“At least the decor's nice,” said Tree Hugger who stalked around her new prison. “Real, too.” She breathed in the scent of fresh greenery, the area not unlike the greenhouse she'd cultivated, albeit smaller and less wild compared to how freely she liked to see her plants blossoms. She'd switched to a casual t-shirt and shorts, attempting to settle in.

“Sorry about this,” said Flutterbitch. “I could attempt to fly us away-”

“To what end, babe? We're being watched, I'm sure there's like, automated defenses and drones everywhere, even if he let us slip away, we'd be fugitives and would spend the rest of our days chased down. Talk about a total bummer.” She plopped on the heart-shaped bed with a bounce, a plump tit falling out of her unkempt top with a jiggle.

Shy couldn't help but leer with a lick of her luscious lips. Her black boots echoed in the dimly-lit area when she stalked over and nestled next to her former lover. “Say, do you want to rekindle what we used to have?” She toyed with the hippie's locks.

“I wouldn't mind, babe. But I'm not sure about the current vibes you're radiating, feel me? Your crew's too quick to take lives. Everywhere B.A.B.S. turns up, the body count gets bigger.” She exhaled with a huff. “Like, those thralls you collect, you feel me?”

She snarled. “I was forced to ditch them back at base when they took me here. Besides, they were all bad people!”

Hugs turned to her. “What, and a death squad that kills for money isn't?”

Shy narrowed her eyes. “You're a cult leader! You don't get to preach to me!”

“Look.” She sat up beside her. “I'm not here to judge you, babe. We've all made mistakes. Never said I was a saint.” Cautiously she drew her into a warm, soft embrace. “You smell pretty righteous, by the way,” she whispered huskily in her ear.

“You too. I can smell all those earthy scents on you I adore.” She breathed them in with a flare of her nostrils. “I have needs, though. Ones that make me dangerous to everyone, even those I love most. You understand, right?”

“Yeah. And I'm cool with it.” Noticing how she'd been leering, she shredded her top open and let her other tit spill-free, the massive orbs smacking. Incredibly wide nipples filled the supple flesh. “Drink your fill, babe. I can take it.”

“I can't risk it. I might hurt you, or worse! But...” She sank her fingers lower, traced plush curves with her nails, and slipped into her shorts, shifting her to wiggle them down and strip her bare. “I could use more organic food in my diet!”

They shared a giggle, Flutterbitch undoing her leather top and letting her bulbous breasts flop loose. She slid her bikini-style bottoms down, now wearing only her leather heeled boots, and started with hungry pecks down Tree's neck, between her tits, over her navel, between her wide thighs, before she planted the first sloppy kiss on her tight slit.

The subdued gasps that escaped Tree's wet lips assured Shy she still knew how to hit all her weak points. She planted messy kisses around her outer labia, lapped up-and-down her snatch, which swelled up, the meaty pussylips was taken into her mouth where she suckled and pulled on them. Gooey moisture leaked into her maw, filled it, danced on her taste buds with its tang.

“I-I love you~!” Hugs was cut short when her unusually long tongue plunged into her moist pink canal, swirling around her contracting walls, and the hippie tossed her head back, eyes rolling into her skull with a heavy blush, kicking her feet and curling her toes when the first orgasm crashed over her when she traced her spongy g-spot.

Shy happily studied her natural reactions, drank down the cascade that rushed down her throat, and dribbled down her chin. Heat burned through her body, and she withdrew from Hugs' now oversensitive cunt, crawling up her, watching her twitch and the rise-and-fall of her sweaty tits. Her own needs were now bearing down on her, fangs popping loose with a metallic swish.

She clasped her lips over a tit, possessively suckled on it, distended the soft flesh when she repeatedly pulled and clamped on the wobbly milk jug. Unable to hold back anymore, her eyes turned to predatory circles, and her teeth sank into a supple teat.

“Aw...oh...” Hugs mewled and felt an electrical, erotic tingle rush through her tits, experiencing their odd climax.

Slurps sounded when Shy drank her sweet nectar down. She switched between her breasts, ribbons of saliva and blood mixing, and connecting them, left tiny twin bite marks on each orb while she drank her fill. Her lover pleasantly writhed under her, reduced to her plaything, a meal to be savored. Her mind was so dulled by the pleasure, she didn't care if Shy killed her.

However, realization crashed over Shy. She yanked back and wheezed, panting, and face stricken. “Oh no!” Tears dribbled down her cheeks, and she spread her leathery wings, rushing towards the balcony and throwing open the sliding glass door.

“Wait,” called Tree Hugger, stumbling out of bed to chase her. She caught Shy the moment she flew into the night sky, grabbing her by the ankle with both hands. While the hippie was much stronger than she looked, it took throwing her entire weight into a yank to pull the vamp down, the pair landing in a pile of tangled limbs with a thud.

“Let me go! I-I almost killed you!”

“Relax,” said Hugs, who struggled to hold her wrists. “You know what, babe? I liked it.” She pulled her into her arms, crushed her close under a gentle breeze. “You're, like, a thrill a minute. Whatever my complaints, at least you've come out of your shell.” She turned to study the starts that framed the moon, thankful for their captor at least provided them with a romantic view.

Shy sniffled. “I never wanted to hurt you. I'd rather diethan do that!”

“Better you than one of Spike's goons.” She pressed their lips together, tasted herself on Shy, eyes half-lidded when she licked herself clean with a slurp. “Mmm, that's rad. Shamed as I am to admit it, babe, being sucked dry by you would be pretty damn hot.”

“Yeah, well, that's not going to happen! I don't know what he intends to do with us all, but I intend to find out!”

“Chill.” She rose with her and patted her squishy bottom. “Cuddle with me a while, we'll talk and think it over.” She was pulled up into Shy's arms, and relaxed into her grasp, carried to the bed where they slid about the messy sheets. “Say, you think Spike might've spied on us the whole time? Maybe cranked one out while we got it on?”

“So what if he did? Fuck him.” She raised a middle finger in the air.

*****

From a private room, a series of monitors allowed President Spike to watch it all play out. He could watch the entire city at his leisure, and that included everything that went on in his building. “Excellent. I doubt Beatrix could accomplish much on her own. It's a good thing Varys is helping her speed things along," he mused, walking forth with hands held behind his back.

He'd encountered the avian-masked doctor by chance, assuming he was another anomaly drawn in by the rips in reality. It didn't matter. In return for the stranger's aid, he gave him the freedom to carry out his experiments. It also resulted in him dealing with the Flower Children to boot!

He'd had him supply the Redcaps with their technology in secret, using them as pawns to keep his enemies off-balance. So far as he was concerned, all things could be commodified, controlled by those in power!

When he wasn't there to run the business, he left the work to his pleasure dolls, Rarity, Coco Pommel, and Sassy Saddles. They smiled at him, half-bathed in silhouettes, seated naked and the glow from virtual neon screens reflecting off their curves.

The sight certainly worked him up. As did the little show Flutterbitch and Tree Hugger had put on. A playful yelp sounded from Coco, who he selected on a whim, yanked up by the wrist, and bent over the table.

He pushed into her, two cocks buried in her cunt and the third up her ass, and she cooed in delight, spread wide and bouncing under his casual, distracted thrusts.

His claws raked over her supple flesh, a mere object to sate his needs, his thoughts on Rarity, who he studied while she and Sassy watched him claim his prize. But she was still a fake, almost painful to look upon, a reminder of what he now lacked.

Growling, he redoubled his efforts, vented his frustrations with increasingly savage thrusts, which only made her wetter and mewl. Just like she was designed for. He could beat and insult them, and they'd merely beg him for more. His hand clasped around her neck and she tightened around him, vise-like, milking him as his heavy balls swung and smacked her pussy.

His gaze turned to Babs Seed and her team, stuffed into another room where the members played cards to pass the time. “It would be a shame to lose them. They have been loyal. Babs is partly artificial and Rainbow Dash is practically a full-on cyborg already, so maybe I should let Varys fully convert them? Sunset's tried to keep herself 'pure' from enhancements, the silly fool.”

Grunting, he finished in Coco, coated her insides with a hot gush that filled her up. On cue, she wailed and came upon him, conquered, and he smacked her wobbly ass to remind her of such. The mess was a trifle bothersome, but his clothes were easily replaced and clean. Satisfied, he dislodged with a wet 'pop' and watch the runny discharge drool from her gaped pink holes.

What to do now, but pass more time and await the results? If Varys was correct, specific individuals here still carried latent traces of magic. Such as his counterpart, which enabled him to take that wolfish guise, Flutterbitch, the last known vampire, and himself, if what his partner told him was true. He hoped Rarity would be back with him, to see his true self on his ascension!

His true potential would be brought forth for all to bear witness. Everyone would know firsthand why he called himself Dragon Lord!

*****

Whatever attack the Werewolves planned on Dragon Lord HQ had likely been called off. Fortunately, the wild ride had taken Lady Ewe close to the building, however she still had to cross the last few miles on foot.

But what to do when she reached there? How could she hope to bypass the defenses and warn Beatrix? She kept the jar hidden with her supplies and took shelter behind a parking lot, without anywhere to turn to or any allies to call for. Basically, she was alone.

“She's so close. And yet, so far.” She pouted, unable to reach into Beatrix's mind anymore, couldn't summon up more than the faintest sparks of her potential. “What to do? A lone infiltration would be suicidal. I could turn myself in and hope they'll bring me to her, but then I'd be a prisoner too, and I'd just be hand-delivering him this! Oh, how I wish this was all just one bad dream!”

From what she could see, the self-proclaimed 'Dragon Lord' controlled everything. Sure, there were scattered gangs and cults, but even these were rapidly being brought to heel if not wiped out entirely.

Fiery explosions lit up the night sky and broke her reverie. Helicopters circled HQ, gatling-guns spitting rapid-fire, and turrets unfolded from the sides to return fire.

She couldn't figure out who was behind the attack. Redcaps? Maybe the Werewolves had decided to commence their assault, despite the absence of their leader to meet them.

It hardly mattered. Under the bedlam that erupted all over, it was her chance to slip in, hopefully undetected.

Ahead the battle also spilled onto the streets. An armored car smashed into the entrance. Guards swooped out and unleashed a barrage on more vehicles that rolled in. Crowds collected around the smoldering streets, lost in oily smoke and infernos, riots threatening to break out when the President's officers came to suppress them.

A voice called out from a megaphone, “The time's come, brothers and sisters! Lady Ewe has spoken! The Flower Children will survive, and our leader, Tree Hugger, liberated from her prison!” She realized the hippie must be a survivor of the scattered cult.

A projection of her likeness appeared and towered over the cityscape, a serene image that filled many onlookers with awe. Again, her visage was being exploited, and some of the rabbles worshiped her like a Goddess, only to be struck down by rifle butts and batons by heavily-armored officers. They attempted to disperse the mobs with tear gas chucked in their direction.

The virtual image flickered and threatened to dissipate. Some wept before Oona and prayed. A few fought back against their oppressors, only to get smacked down with ease. She lost track of who was fighting who, as more people spilled into the bloodied streets, erupting into an all-out brawl.

Around the illusion of her spread a false Garden of Eden, a reminder of the old lost Equestria. Endless greenery. Magic so rich the people were able to craft horns and wings out of it, blessed by their cutie marks with personalized talents to suit them.

A utopia interrupted by screams and bloodshed. Air rank with the stench of molten metal and cooked flesh.

Much as the circumstances filled her with distaste, she slunk between downed cars, into the wrecked headquarters, hopeful this senseless violence would somehow end.

Chapter 8

Flicks sounded when Babs Seed dealt the next round of cards. Seated at the table with Rainbow Dash and Sunset Shimmer, she chewed on her smoky cigarette, where behind and above them was mounted a television turned low tuned to some random channel. A bit of background noise to keep them company while they idly passed time.

“Ugh, this is boring,” whined Dash. “You sure we can't do strip poker or something, Boss?”

“Can't risk it. We have to be ready to move,” Babs interjected, keeping the mindset of every mission might be their last. The Werewolves could attack at any time, assuming Spike was true to his word.

“Oh, I know! We could play for credits," Sunset offered.

That got Dash to ease up and smile challengingly. "Now we're talkin'! Time to win me a wing upgrade," she boasted, slapping down her credit chip.

“Or me some new books,” deadpanned Sunset, having constantly insisted she add to her 'outdated' collection of physical media whenever possible.

"A better arsenal would do me good," Babs shrugged. "Call me old fashioned, but I'd prefer to stick with what I know."

Dash said, "Alright, Ladies. Let's-"

"Wait, hold on!" Babs interrupted, her ears flicking up at the new sound coming from the news broadcast. They turned and watched a riot play out across the monitor—fires, and bodies in the town streets.

A massive hologram of Lady Ewe, the virtual cult leader several people worshiped in the hope of salvation, projected from the crowd. Police squads sent to repress the resistors.

The building itself shook under an explosion and scattered their cards. “About time,” snorted Babs, rising from her seat. “Asses in gear, bitches. Time we make our stand! Here's hopin' we don't end up on the wrong side for once in our miserable lives.”

There was a limit to what they could do unarmed, but Spike promised a helicopter would arrive to supply them. Their best warrior under the circumstances was Flutterbitch, who, of course, had slipped away when they needed her most, as usual.

The attackers were close. She could hear the faint sound of gunfire outside, more explosions, screams, and shudders under the impact. The team readied themselves to spring into action. The metal door that sealed them in creaked and bent.

Babs balled up a fist, ready to bust skulls if necessary, uncertain who awaited them on the other side.

“Whoa, relax babe,” came the lazy voice of Tree Hugger. “It's just us.”

Flutterbitch's face was drawn in a snarl, her muscles taut and covered in veins, her entire body thrown into the task at hand when she ripped away from the door and tossed it aside with a thud. “Serves Spike right for underestimating me,” she panted.

Hugs swayed unsteadily on her feet, eyes barely open. “Nice job, Babe! With a little more blood, who knows what else you could do!” She was quite pale, twin bite marks visible on her half-exposed cleavage, her blood filling her lover with bestial vigor.

“Look, we can't afford to stick around. Troops are going to crawling all over the building,” explained Shy, unfurling her wings lined with an outstretched membrane.

“Then lead the way,” said Babs, infuriated over how Flutterbitch was their only viable option.

Smoke poured through the halls. Sprinklers spat water with a hiss, and the lights were dimmed, alarms now blaring all over. They proceeded slowly, heard the stomp of boots elsewhere, passed a few shot and charred bodies that were haphazardly strewn about.

For B.A.B.S., it was merely another war. A game they always played to win.

*****

“Whoa, what the-?!" The entire room shook from the force outside, causing Beatrix to cling onto her work in the hope nothing fell over and broke. Once it was secure, she rushed up to shake Trixie's slumbering form. "Hey, c'mon, mom, wake up! We're under attack!" she urged as the building quaked under another series of explosions.

Chemicals from Varys' device spilled over, their fluid staining the steel table and steam hissing. The robotic scientist begrudgingly locked his work back into his briefcase, salvaging what wasn't lost.

"Mmnnngh.... Hmmn.... W-wha?" groaned Trixie, stretching her tired limbs before another shockwave shook her fully awake with a yelp. She quickly dressed in a duplicate of her old costume, matching her daughter's leotard, cape, gloves, and boots. “Well, how are we supposed to get out of here? We're not warriors!”

"Yeah, without our magic, there's not much we can do for protection," Beatrix lamented.

“An easy solution,” Varys stated before digging into his coat pocket and pulling up a tiny vial before tossing it to Trixie, who stumbled forward to catch it. "A drink of this should help boost your magical prowess to more substantial levels."

Trixie's eyes lit up over the small glass vial. “You mean this can allow us to perform magic again?!”

"Now, hold on!" Beatrix cut in, snatching the bottle from her mother, who pouted profusely. She examined the contents before casting a suspicious glare to the masked doctor. "Just how are we supposed to trust what's in this vial? For all we know, you could be lying, and this will mutate us for some crazy experiment!"

"Is this really the time to quarrel over mistrust?" Varys asked with a tilt of his head. "Need I remind you that the President demanded your cooperation. To do anything that would risk your health and stability would be unfavorable."

"That's not very reassuring," Beatrix sneered, struggling with one hand to keep her mother from retaking the bottle.

"Then allow me to earn your reassurance by guaranteeing your safety. Admittedly, I haven't had much time to properly test that formula. But surely, the reward of replenishing your lost magic is worth a try instead of leaving here unarmed."

"W-well, sure, but--HEY!" Trixie finally swiped the vial back into her hands, glaring at her daughter while uncorking the top.

"Oh, quit being so stubborn! This is our only real shot, and Trixie is not about to head out there and die powerless!"

"Trixie, wait!" But before she could stop her, the blue mare gulped the bubbly slime down to the last drop. Beatrix watched in frustration over how reckless her mother was. Sure, she couldn't really blame her, as magic was her entire identity.

But to willingly take a supposed formula from such a strange and sketchy character like Varys? Surely, some red flags had to be raised! Who knows what the drink was made from, let alone what the mechanical plague doctor was planning.

She pensively chewed her lower lip as Trixie finished drinking, wiping away her mouth. "Ugh! So sour," she grumbled, her face scrunched up while holding her belly, feeling the warmth settle in. After a moment passed, she looked at her hands before frowning. “Nothing's happening,” she started complaining before blue sparkling light ignited around her palms, her aura surfacing. "Huh!? O-ohhhhohohoho~!! Yes!" The blue mare laughed giddily, striking a pose and firing off a simple spell. "Once again, the world can be awestruck by the Great and Powerful Trrrrrixie~!"

Beatrix stared with astonishment. “It-it really worked?!” Sure, she was happy that her mother had her magic back, but the witch remained hesitant, uncertain whether there would be side-effects.

As much as she wanted to reclaim any power she could, she wavered between doubts. The room quaked again as the sound of firearms echoed from above.

“They're close,” Varys noted, picking up different sonic frequencies with the tech underneath his armor-like coat. “We have to move now, girl. I suggest you stand behind us as we make our way through."

“W-wait, No! You have another vial, don't you? If so, give it to me," she demanded. Even with her doubts about Varys, she refused to let others fight for her.

The masked doctor nodded, fishing another vial from his coat pocket and handing it to her. She accepted the innocuous bottle, aware there was no going back once she ingested the liquid.

Was the risk worth the reward, in the name of replenishing her magic?

It took another explosion going off outside for her to make her choice. She uncapped the top and swallowed the contents.

“Wait,” called a familiar, amplified voice from outside the door. “It's Sunset.”

“Sunset Shimmer?” Beatrix wasn't certain how everyone in B.A.B.S. felt about her, but at least she hadn't given her the cold shoulder ever since their fallout. “Everyone, stand back!” A hiss sounded, a blade of plasma pierced the wall, and metal melted, and steam as the saber cut its way in. The door was pushed over, thudded, and Sunset carefully strode inside.

“Beatrix! Thank goodness I found you. Everyone talked it over, and Babs has agreed to aid you and...uh!?” She cut herself short upon gazing at Varys, raising her sword. “Who the hell is this? Are you working for President Spike?!"

“Temporarily," the doctor confirmed, no change in tone or alarm having a plasma weapon aimed at his face. "I only wish to continue my work in hopes it will restore this decaying planet."

Sunset scoffed at his statement but lowered her weapon. “Beatrix, Trixie, we gotta get going! Now!"

"But where to?" Beatrix asked. "I thought this entire building was on lockdown."

“The Werewolves have a helicopter waiting to pick us up on the roof. They're currently engaged with the President's forces. Believe me, he won't hesitate to sacrifice any of us, including whoever you are...” Something was off about Varys, Sunset could tell. She was tempted to touch him, peer into his mind, and figure out what mindset he held.

But she wasn't sure if her magic would work against his armored exterior. Maybe there wasn't even a brain in there at all, and this was some hyper-advanced A.I. given a body to work with. Whatever the reason, Sunset did not want this creepy scientist anywhere near the operation, especially if he was an employee of Spike's.

"Sorry, but there's no room for you with us," Sunset lied. "Our mission was to ensure the safety of Beatrix and her mother."

"Understood," Varys nodded. “I have my own way out of here, though I'm positive our paths will cross once more, Beatrix. I look forward to the progress you've made for President Spike's...'request.'" Beatrix didn't give him a response.

“Oh, thank you so much! Now we can slip by unmolested thanks to my illusionary spells,” boasted Trixie, wiggling her fingers.

Curtains of miasma washed around them and flowed down the corridors. They sparkled like stardust, woven so that anyone with her remained unaffected, but those around her would have their perceptions twisted and leave them trapped in a maze that looped back around.

Beatrix whistled, impressed by the display. But her head rose in alarm upon looking around to find Varys missing. He had somehow left without anyone noticing.

Aware they couldn't waste more time, she quickly scooped up what supplies she could carry, and she trailed after her mother and Sunset, who was ready to cut down anyone that crossed their path. They headed out and began to ascend the stairs.

*****

Safe within his office, President Spike watched the pandemonium play out across a series of monitors. His mouth curled, hands clasped behind him, lights playing across his tall and lean form. He'd summoned his secretaries to play with, unwilling to risk losing them. Part of him wanted to deny he had grown attached to these false replicas, but his ego and desperation got the better of him, not that he would admit it.

His ear twitched at someone skulking through the shadows. “Ahh, Varys! I didn't hear you come in.”

The mechanized plague doctor stepped forth from behind. His piercing metallic red eyes looked over the three mare dolls, almost leering at them. "Forgive my sudden appearance. I was not aware you would be...busy once again."

"Yes, well, my time is precious as it is. What is it you want?"

"I've come to report a threat rising from underneath you—the one they call Lady Oona Ewe."

"That mystical goat lady? Ha! That's just a myth. A fable told by drug addicts to justify their abuse, to slander my name for making Equestria a better place."

"Oh, I can assure you, President. She is very much real. In fact, she's at the bottom floor as we speak, rising towards the top."

"Wait. What?"

"And more importantly, she carries the soul of Rarity with her. I suspect she's trying to find Beatrix Belladonna."

“What?! Why wasn't I informed about this before?"

"As I've said, you've been busy. It's hard to reach you with your attention so needlessly occupied."

"GRRRAAAUGH!!" He snarled, slamming his fist into the table, his form expanding in size slightly. Steam fumed from his nostrils while glaring down at the apathetic scientist. "Let's get one thing straight, cyborg! This is my company! My building! Nothing happens here with me knowing about it, do you hear me?!"

"Affirmative."

"Especially if it concerns reviving Rarity! I must have her soul! Without it, she'll be nothing but an empty shell!” He stared despondently on Rarity's sensuous marionette, outwardly perfect in the sleek white dress that made her sculped shape appear naked. Even surrounded by the beautiful Coco Pommel and Sassy Saddles, her radiance managed to stand out.

"Remain calm," Varys assured. "You will reclaim what was lost to you. Oona may be a skilled adversary, but I know her very well. And I know her weakness. Leave everything to me, and all your problems and enemies will be eradicated."

"That's what I like to hear," he sighed, his hand squeezing at the synthetic Coco's plush rump barely contained by her dress, causing a moaning sound out of her lips. "What's the status of the biomechanical mutagen?"

A digitalized chuckle emanated from behind the doctor's beaked mask. "I make great progress on perfecting my formula. The results speak for themselves," he proclaimed, commanding one screen to flip to a news broadcast. In it, a report went into detail about a new virus spreading from suburban areas. The camera caught on tape a screaming stallion, wires, screws, and metal plates growing out from his skin. Electricity flowed from his eye sockets and mouth before the infected spotted the cameraman, rushing towards him while crying out for help. Spike felt his shoulders tense upon seeing more bystanders grow out mechanical arms, bones, and parts.

"It looks highly unstable!"

"For now," Varys insisted. "I still need time to calculate the mistakes so that there's a chemically balanced body holding both organic and technological tissue. But rest assured, President Spike. When my formula is complete, you will have the necessary components to transform your body and reach your untapped power as the Dragon Lord, from which your foundries are named. Only this time, you will maintain full control of your body without the risk of going berserk."

The promise of a new body he could maintain made Spike lick his lips. “Yes.... It's been so long since I tried using that power. Only for.... Mmnh.” A solitary tear rolled down his face, recalling the last time he tried to wield his true power. It made him go feral, blinded by innate desire and hunger that cost the lives of Rarity, Coco, and Sassy. Their dying screams still haunted his memories. And all who learned of his terrible secret were immediately silenced.

Swearing to never lose control again, he became a pioneer who threw himself into the study of technology to exclude magic for Equestria to be reborn into the iron utopia it was today. He became obsessed with the idea of crafting not just a body strong enough to maintain his draconic instincts, but to resurrect the mares he ate to redeem himself. An obsession Varys fed in pursuit of Equestria's next stage of evolution, supplying the resources and knowledge to make it all happen. He trembled, nauseous, barely able to look at his secretaries for a moment.

"Are you sure there isn't some other method we haven't trie-"

“There is no other method,” reminded Varys. “You do not have the time to fool around. As we speak, all your foes look to destroy all that you've built. See for yourself.” He pointed to the monitors that showed Werewolves' approach by chopper and vans, the Flower Children outside worshiping a false virtual idol of Lady Ewe, rioters, sympathizers, and looters who his private army struggled to suppress due to sheer numbers.

Worse still, it was clear B.A.B.S. had finally turned on Spike, just as he suspected they would.

Spike's slit eyes glowed in the darkness. “Those ungrateful bastards! They will never understand how much I've sacrificed to save Equestria! How dare they look to undo all my hard work!"

“You must establish order. And that can only be achieved through my knowledge and technology. And with my mutagen, we can unleash your full potential. When they see the true shape of the Dragon Lord, none will dare defy you.” Varys took to the side of his desk, holding out his hand. "I'd like to request access to your...special laboratory. I plan to make full use of it to ensure Lady Ewe does not interfere with our plans."

The dragon snorted before handing him the security key. "Very well. Take it and go. Dispose of this 'Lady Ewe' and anyone else who gets in my way. As long as I can hold the real Rarity in my arms again, everyone else can rot for all I care," he snarled, balling his fist as anger began to consume him.

The Vice Lord nodded as he departed from the room to seek out the Dream Shepard.

Everything would all go according to plan.

*****

Clutching his bloodied side, Spike stumbled from a half-shredded car he'd commandeered. He'd taken so many bullets and a few stray lasers in his lycanthrope shape he'd been forced to revert, some of his wounds still fresh. He'd sloppily patched them up with his torn, bloodied shirt, hissed and groaned, trying to make his way to the rendezvous point.

Unfortunately, many of the roads were blocked, traffic was piled up, and he was in no condition for another fight. Instead, he climbed atop his chewed up ride, pulled out a pair of binoculars, and watched the bedlam from relative safety.

His crew hit the building from all sides. The Werewolves gambled everything on this one moment. A decisive blow that would either cripple their enemy, even if he had to sacrifice himself and every man he had in the process. Otherwise, all the sacrifices they had made up to this point would be rendered meaningless, and he couldn't bear to live with that!

“What the-?” The top of the structure shook. Not under more explosions, but inwardly, crumbling within amidst gray smoke.

A wide pair of leathery, membrane-lined wings unfurled from the sides in clouds of dust, the scaled purple body that housed them following, roaring and breathing out plumes of ethereal fire that swallowed up a couple of choppers that strayed too close.

The dragon's primal howl split the skies. The gunfire that erupted from chain guns bounced uselessly off polished armored scales. Crouching atop the ruins, perched on all fours with his claws, he swished his spaded tail and hurled into the air.

“No way,” murmured Spike, who watched his counterpart claim his true shape. “Guess I'm not the only one that can shift?”

Panicking, President Spike's own men turned on him in a free-for-all. The drake lashed out blindly, snapped, clawed, and loosed more infernos that broiled in his puffed-up soft underbelly, shrieking and seemingly aimless in his Apocalyptic rampage.

“Damn it.”

For all the leader of the Werewolves knew, most of his new allies were dead. But he couldn't let that stop him now.

Chapter 9

Each shake of the building made the Dream Faun clutch the support beam for safety, holding the Soul of Rarity to her chest protectively. Oona Ewe did not know how far up these levels lead. Only that her friend was up there, in need of her support.

Once the shaking quelled, she resumed her sprint before reaching the end of this flight of stairs. The door opened, revealing another lengthy corridor.

'Mallacht this chrome-plated fortress,' Lady Ewe muttered, looking around for any soldiers or machines roaming about. Yet it was alarmingly quiet and empty. Surely, she would have run into guards with how far up she was climbing. 'Saves me the trouble of using spells, I suppose.'

Once she was certain no one else was coming through, the goat woman picked up the pace once more to venture through the hallway. Just as she was about to head up the next stairway, a voice cried out, "Help me! Somebody help me, please! Let me out!!!"

Oona turned towards the source, the sobs coming from behind a large glass door. It was too dark to see anything outside a few steel outlines from the light illuminating the hallway. Ewe hesitated. Surely, this was a trap. After ascending so many stairs with little threat outside the occasional commuting outside, it was too timely for her to encounter a 'prisoner.' She had little time to waste. Oona had to find Beatrix, warn her of the threat Varys poised before things got worse for this world.

"Someone please! Aaaaaugh!!" The voice cried in anguish.

Despite her wits screaming that this was a terrible idea, denying a soul in need would go against her role as a sacred shepherd. Begrudgingly, she called forth, "Hang on, I'm coming!". Using what little power she could muster without her staff, Oona willed the lab doors open before running in. She frantically looked around, trying to find a body or soul presence within this dark space. "Hello?"

"H--h-help Plea-plea-please! Somebody H-h-h-h-eeeeeeee--Zzzzz," the voice glitched out before her as the steel doors slammed shut; an ominous red light glowed from two sockets standing to the side. Oona turned around, a scowl clear on her face as she glared into the Lord of Diseases' mechanical eyes.

"Ar mhaithe le fuck," she spat before something hard struck the base of her head, knocking the dream faun unconscious while Varys loomed over. A drone projecting a sample from a news broadcast hovered down, thin pincers clamping over the container of Rarity's soul before rising up. But upon further inspection, there was nothing inside the case. Varys' eyes glowed brightly before looking back to Oona, a slight curl of her lips present on her muzzle.

"Clever Oona. I miscalculated your innate ability to distract your targets while hiding away vitals," the plague doctor praised with a shake to his head. "No matter. Even if she returns to her vessel, it's too late for Rarity to stop my virus from corroding Spike into the ultimate killing machine. Now." At his order, the drone whirled up into the laboratory, lights flickering back on as the Vice Lord readied his experiment for the poor lamb.

"Let's make an example out of you inferior dullards."

*****

Steps echoed in a spacious cave lit by phosphorescence that reflected off a pool. Fireflies danced like will 'o wisps above the waters, the air suffused by a thin miasma. Rarity's heart raced, but she pressed on ahead in her adventuring garb inspired by Daring Do, followed close behind by Coco Pommel, Sassy Saddles, and their bodyguard, Spike, who trailed behind to watch their backs.

Rare jewels were rumored to be buried deep below this cave, much to the fashionista's insistence. “Imagine what we could build for Equestria,” she reminded her team. "We could be responsible for the start of a whole new era. Oh, how exciting~!"

Spike nodded, swallowing down any comments he may have while behind the trio. He was the youngest of them, so naturally, he felt pressured to prove himself worthy of the woman he adored.

And against his better judgment, he volunteered to assist the glamorous unicorn.

However, after they descended down the slopes into the pits, it was far more than known riches that awaited them. Instead, they stumbled upon technology that far surpassed anything imagined in this world. Alien in nature, it appeared to be what would
be dubbed a U.F.O. that had somehow crashed and been buried here, now covered in thick vegetation after years of neglect.

“What is this?” Sassy traced the smooth surface of the silver saucer, which was wet to the touch. "It's beautiful."

“I don't sense any magic,” admitted Coco, who frowned. “How is this possible?”

Rarity stared and gasped. “Do you have any idea what this means? This could change the entire world!” She knelt beside the massive machine, felt it hum like it was alive, her skin tickled by its resonance. “We'll have to call down a team to help us excavate it-”

“No,” cried Spike, unable to suppress his own stubbornness. “They'll take it away to study it! Can't you hear it? It's calling to us.” He stalked towards it, compelled like he was possessed, and his eyes started to turn to slits as it played on his buried greed.

“Why not share it? I'm sure the Princesses can-G-gah!” Coco yelped as the dragon shoved her out of his way.

“Hey,” called Sassy, who scrunched up her face and caught Coco. “What's gotten into you, Spike? This isn't like you!”

He ignored her, far too driven to possess the ancient machine. Images flashed before his mind—images of an Equestria far more advanced than this one. But what truly elated him was the sight of himself, having reached full potential to become the Dragon Lord with Rarity finally at his side.

And all he needed to do was accept it. The rest of them couldn't understand!

“Spike,” called Rarity, who reached for him.

He made contact with the U.FO. The device interfaced with his mind, linked to him in an instant. It didn't matter if he wasn't the smartest creature, for it would fill in all the gaps and enable him to adapt.

Within moments, Spike lost touch with the world and people around him, overloaded under a constant stream of knowledge. So much overwhelming information that it triggered an instinct once lost within centuries of draconic biology.

The sounds of screams echoed from the cave. Flesh was torn. Bones were crushed. Blood splattered everywhere.

Rarity trembled in horror, unable to do more than watch helplessly. The massive dragon swelled in the cave, tore apart Coco and Sassy who mewled frozen before the predator, then he swallowed their remains.

“Sp-Spike...” She sobbed and closed her eyes, the crazed dragon growling and snorting smoke he tossed her down his gullet...

*****

Rarity shrieked and thrashed in the claw that held her. The cityscape raced below, neon lights lit a bleak sky, gunfire and dragonfire erupted all around her. Somehow the soul had escaped its prison and reentered the marionette, and she wailed, stricken and lost after torn from her flesh, so many years spent in limbo. “Spike, is that really you...?”

A mechanized roar was her only response. The drake bellowed as wires and steel fused into his skull. The rest of his body was converting as well, steel tendrils growing out from his scales, bolts of electricity surging through his bones and muscles.

The material infusing to his armor was the exact type of alloy that made up the U.F.O. Rarity's heart sank, realizing how low the once noble Spike had fallen. And now, the very machine and knowledge he once obsessed over ate away at his mortality.

“Spike!” She called out to him, but to no avail with the velocity of the winds blowing through them. "You must stop this right now! I know you're not a monster! Spike! Spiiiike!!"

It was now the Dragon Lord versus the world, his own forces among the growing casualties. The inferno that blazed in his belly burst forth, more helicopters reduced to charred wrecks within moments.

Smoke and fire whirled everywhere. His own headquarters now a smoldering wreckage. Below, the virtual image of Lady Ewe continued to play and promise salvation, whereas rioters, looters, and gangs battled out with each other while soldiers swooped down to oppress them. Corpses and downed cars littered the packed up roads.

Spike swatted away another chopper, sailed away from the chaos, and perched atop a reactor, the quietest place he could locate. Several choppers hovered from a distance. A safer option for now while the drake momentarily went docile.

He placed down Rarity, who shivered, her scanty dress tattered as she stood atop the closed-off compound and met his slit eyes.

“Spikey-Wikey, can you understand me?” She caressed the side of his snout.

His head titled to one side. His eyes softened upon seeing her, almost as if the beast could recognize her. But his head reeled back, roaring in pain as the wires sunk back into his head, the alien-like device forcing the drake to cooperate. The knowledge it imparted had allowed him to build this prosperous city like it promised.

It never told him what the price would be, that he would become a monster, indirectly cause the Elements of Harmony to go dormant, and for the magic to be all but neutralized from Equestria.

Guilt and shame had caused him to suppress the truth of his role in their demise.

Instead, he'd indulged in hedonism and pursued a method to bring his beloved back. Tears streamed down his eye as the mutagen slowly replaced his innards and organs within bionic casing and tissue. Red energy flowed within his veins, fueling his transformation by the one he blindly accepted help from. His sight returned to the frightened unicorn, the virus influencing his lust and obsession to have her.

Sniffing her, she shirked away from him, only for his claws to sink into her white dress and shred it down the middle. Her breasts rose and fell, nipples stiff in the cool night air, and she attempted to conceal herself with her arms after her garments were fully shredded away. “Stop...Spike...!” His tongue, moist and warm, licked up over her entire body. “SPIKE~!”

Her ear-piercing shriek practically split his skull, but it had the intended effect on the rattled dragon. Swaying his head to shake off the effects and process, causing the wires to unravel off his head.

Sanity slowly returned to his eyes, which gradually fell into focus. “R-Rarity...” He whimpered, shamefacedly bowed his head low, like a scolded child.

Rarity wasn't certain whether to slap or embrace him. She recalled how he'd treated her, Coco, and Sassy like the pleasure dolls they now were to sate himself, and her stomach turned. Nonetheless, he was still her friend and needed her more than ever.

“It's okay, Spike.... We'll fix this...somehow! I promise,” she assured her friend, patting his head. Despite the cold fluid pumping through his system, he still emanated warmth off his scales. “There must be a way to cure you. I-I was with Lady Ewe, perhaps she could--”

“No.... It's too late for me, Rarity,” he refused, tears streamed down his cheeks. With the mutagen's effects temporarily halted, he could now see the pain and anguish he caused during his role, the heinous actions he made on the three mares he cherished. The revelation crippled him, making him tremble under the weight of his sins against nature. “How can I face them after all I've done? I did this.... I deserve this..."

“No, Spike. This is not the way to take responsibility,” she countered and narrowed her eyes. “Feeling sorry for yourself will not undo this catastrophe. You can come back from this! And If I was able to return, surely, there's a slim chance Coco and Sassy can, as well. Please, Spike.... Do what is right!” She tightly held his hand, gripping onto the very hope she could motivate him to change.

To turn away from the path he'd taken.

Spike met her eyes. “Even after all of this, you still.... Rarity.... I-I--GUURAGH!!” The large dragon screamed as the device re-activated, its wires and metal rods sinking back into Spike's scaly flesh, pulsating more energy through his veins and muscles. “W-what's happening to me!?” His heart beat erratically.

“Spike!? Hang on,” Rarity cried. But it was no use.

He howled as his chest thudded, expanded, and burst open in a shower of blood that rained over her. His massive heart was visible, surrounded by machinery, tentacle-like coils lashed out, and started to spread throughout the city at rapid speeds.

They tore through concrete, chewed up metal, plucked choppers from the sky, and crushed them amidst metallic shrieks.

A blood-splattered Rarity released a scream that almost rivaled Spike's primal roar, unable to comprehend the horror he had ultimately become fused to.

*****

With a groan, Oona stirred herself awake. Her eyes squinted under the rays of electric light glaring down over her. She found her limbs held above her head in encasing steel upon trying to rub at her face. Chains held her legs apart from below. And upon her vision clearing, she was shocked to find herself stark naked, her body on full display. Her cheeks flushed, her thick nipples hard from the cool air venting through the mechanized dungeon whirring around her.

"Augh! What is the meaning of this?" She writhed under the metallic binds. “Show yourself, Varys! I know you're still here!"

The doctor came forth on queue, arms folded behind his back as he dispassionately observed her from behind his beak-shaped mask. “No need for alarm, Ewe. I have no intention of causing you harm. Far from it, actually." At once, machinery shifted around her as electricity shot through to the devices holding her arms. Jolts surging through her body, making the goat woman squirm and moan involuntarily. Warmth and wetness began to build between her wooly thighs.

“Do you intend to violate me? I thought you had more class than this,” she spat as another shot of electricity raced throughout her extremities, honey eyes glaring over the emotionless visage of the Vice Lord, who chuckled.

“Oh, come now, Oona. We both know I hold zero interest in the passions of sex. I can assure you, this is a purely scientific curiosity, as you'll see in a moment. To think, the president made this chamber to satisfy his sick obsession with control while punishing his enemies...such as your hapless student, Beatrix Belladonna.” Varys noted while robotic arms spread through her wool before locating her hidden slit, parting her folds before a second arm inserted a vibrating tool to stimulate her inner walls. Oona wailed and shook around, fem juices coating the bionic arm.

Tears filled her eyes, grinding her teeth as she tried to fight the overwhelming pleasure pulsing through her core. “Spike will--ggnnmf~! Spike will not allow this to continueee--A-aaah! With Rarity's soul returned, he'll-”

“Lose control and slay his lover once more. The mutagen was never designed to maintain control over his Dragon Lord form," Varys admitted coldly. "Once most of his organic tissue is replaced, no other thought or function will remain, except to carry out my virus and contaminate the rest of this city's inhabitants. I eagerly await the results once all life had ceased to exist on this disgusting planet.” The mechanical doctor stalked around her, rapidly calculating each detail and mathematic equation processing before statistics flashed across his optics. “My success couldn't be any sweeter, Ewe. Not only will a group of followers perish because of you, but your protege and her feeble mother also will not survive thanks to the serum I had her ingest. And there is nothing that you can do to prevent it."

"A-aauuugh, no!” She bellowed, back arching in pain and pleasure while struggling to break free. "You won't succeed, Varys! For as long as there is hope, I will overcome you!"

He scoffed at her plight. "False. Hope is a delusion. Just as it is delusional for you to think you could oppose us. Even if you did find a way to defeat me, I would come to another planet and start over. Much like all the others will should you cross their paths. We are like a hydra, fool. Cut off one head, another grows back in place. Here, perhaps this will help you understand."

Suddenly, the doors opened behind him as a looming figure stepped in. She squeaked and growled before her eyes widened in fear. A stallion hulk with muscle and bionic technology-infused to his body stomped in, letting out a mechanized roar as sparks and mutagen oozed from its maw.

Red eyes glared hotly at the struggling dream faun, a lengthy stallionhood erecting with pumps, tubes, and leathery skin coiled around it. Oona began to thrash widely in fear of the implications. "W-what is that thing!? What are you planning to do with it?!"

"As I've said, I hold no interest in sexual intercourse. But I can't ignore the possibility of breeding being a successful way to carry my progress into the next generation. Consider yourself my first test subject in this field of science."

Oona's entire body trembled, realizing the purpose of these shocks to her figure and the device leaving her wet pussy. It had widened her vaginal capacity to ensure she took every inch of that thing's rigged and altered member.

A sudden pinch in her nipples caused her to yell, two needles injecting a special liquid into her mammaries that leaked out.

"Y-you can't be serious! I-I will not survive!!"

"As long as I gain results, it's a risk I'll take," the cyborg said heartlessly. "You should be thankful, Oona. I am fulfilling your wish in motherhood that you've coveted for so long."

Her cheeks flourished with fury. How dare he use that against her! As the robotic breeder snorted and whirled, Varys began to make his exit out of the laboratory. "Where are you going, Varys!?"

“Back to the device that transformed this Equestria. The 'U.F.O.' as the primitive lifeforms here have dubbed it. It's the nexus that brought us all here, and I plan to embed it into Spike, directly into his heart. From there, it will continue to mutate and convert this entire planet into the perfect techno-utopia. All disease-ridden organics shall perish, and the age of machines shall persist!"

"No.... No NO! DAMN YOU, NOOOO!" Lady Ewe bellowed as her foe left her to become the unwilling sow to a biomechanical mutant, the doors sealed shut behind him with a low whoosh.

*****

A helicopter swooped in to recover the B.A.B.S. operatives and allies, just as promised. “Thank goodness,” said Beatrix, settling in beside her mother while the others cramped in. And just in time, as a large portion of the building had collapsed shortly after their departure. And President Spike had somehow gone missing through the smoke and debris. “Hey, where's the leader of the Werewolves, anyhow?”

“Probably in the thick of this shit,” said Babs, taking a puff from her cigarette. “Listen up, you three. I hate to ask this, but we're outnumbered, and could use the extra hands. How'd you like to become honorary members in the Bad Ass Bitch Squad?”

“I don't want to kill anyone,” said Hugs, who stared out the window. “But in this case, I might not have much choice.”

“Trixie would be happy to assist,” she answered, her newly recovered magic already making her head swell. She hummed and watched her hands shine, determined to test what her limits were at the first opportunity. She announced, “Count us in!”

Beatrix pursed her lips. “Okay, okay, I'm in! But my priorities are to find Lady Ewe! She had an urgent message before we were cut away from each other.” Whatever her reservations about their mysterious benefactor, she was thankful to have a portion of her power back. Sadly, she still couldn't cut a dimensional hole to try and slip away. Not that she wanted to for that matter, not when Lady Ewe was here, depending on her. “Time I get back to being the heroine around here!”

"That Varys,” mumbled Sunset to herself. “I should have gone with my gut and touched him. Maybe it wouldn't have worked through all that armor, but I'd love to know what makes him tick. There's too much we don't know, and I'm pretty sure he has all the answers...”

"He's an assistant of Spike's, right?" Flutterbitch asked while rubbing her lover's thigh, who leaned into her, thankful they still had each other. "We find the president, then beat out the answers. Simple."

"Sounds like a plan," Babs huffed. "In that case, we'll need to form two groups. One that'll go to look for Lady Ewe, the other to locate the President and Varys."

"Uhm, guys?" Rainbow said, trembling by the window. "He might be closer than we think! Look!"

As the chopper sailed onward, they saw the fires blaze below, hundreds now dead and many more wounded. It was a boiling point that had been building for some time and finally came to ahead.

But at the summit of a tall tower was a massive dragon, bellowing flames into the skies. The copter kept its distance, watched others like it to be swallowed up in a mass blaze that momentary lit the sky.

A short time later, the roads were ripped up by the metal coils that arose from a distance. Streets caved in, concrete was torn and tossed up, people and cars tumbled into the darkness, hundreds more lost in an instant.

It was the worst disaster that Equestria had faced in decades. Beatrix felt helpless, not knowing how or what she could do to fix this place. What she could do was assure herself that somehow, despite the odds, Lady Ewe would know what to do once she found her.

She watched the virtual illusion flicker and playout, preached to the masses who turned to her for salvation, unaware that for all her talent, Lady Ewe was far from a deity...

Chapter 10

From the concrete torn up by the metal coils arose an army, buried below in the sewers. The Flower Children’s remnants, twisted into hybrids by Varys' experiments, clambered and stumbled to the surface.

They attacked indiscriminately, rioters, looters, police officers, gangs, and civilians alike butchered by the blades that emerged from their warped flesh.

A metallic ring sounded. A spire pierced the chest of punk; his scream cut off as he slumped in a pool of blood that ran down the gutters. The soulless murderer stalked onward, chrome embedded in flesh shining under a fire that crackled behind him.

“Damn it,” Spike grunted, clutching his side as darkness threatened to overtake him. His Werewolves were scattered, many dead or wounded, stuck in the middle and accosted on all sides. “This can’t be how it ends, right?”

He checked his uzi, almost out of ammo. Thankfully there were lots of weapons nearby...if he could reach them.

“Oh shit,” he muttered as one of the cyborgs turned his way. He leveled his gun, ready to make his last stand, prepared to die, taking down as many mechanical zombies with him as possible. His sole regret was that he wouldn't be able to see Rarity one last time.

The buzz of a descending helicopter sounded above, his leather jacket rustling. He looked up to see a rope ladder tossed out, the members of B.A.B.S. making their entrance with guns blazing and war cries.

Babs Seed landed first, her high-powered rifle punching a hole through the chest of his would-be assailant in a spray of fluids. “Bet you missed us, you dumb bastard~?”

He didn't have time to answer, more of the rogue mercenaries rushing to aid their leader. “Take that, you metal brute!” Trixie cried as her hands lit up to blast beams of energy, melting flesh and metal into smoke and transfused liquid that smoldered.

“Whoa! Easy there, mom,” warned Beatrix beside her, unicorn horns temporarily emerging from their temples to help spark their magic. She added her own mystic might to her mother's attack while the merc crew helped clean up the mess at hand.

“You’re lucky we’re here to save your sorry ass,” explained Babs while chomping on a smoke and letting out another spray, her rifle running hot in her hands, strapped over a shoulder. “Your crew is too loyal and stubborn to leave you behind, wolf boy.”

“Heh, sounds like them,” he chuckled with a toothy grin. He winced, struggling to climb the swaying rope. Giving Spike cover, they slowed down the horde, most keeping their distance. The lone exception, Sunset Shimmer, arced her plasma beam saber, cutting down those who neared her under precise strokes that left them dismembered.

The chopper's gun barrels spun, shredding into more of them in a continuous rattle.

“Get your asses aboard bitches,” ordered Babs, and they climbed inside, more packed in than ever once it finally took off in a loud whir. “How’s everyone holding up?”

“Not good, dudette,” muttered a teary-eyed Tree Hugger, who stared at the remains of the Flower Children below. While most of the others were celebrating, she trembled, feeling helpless, her hand once more held by Flutterbitch, who gently smiled at her. The hippie turned her attention to Spike, opening a medkit lodged in the compartment and applying its gelatin contents to his wounds.

They climbed sky-high, weaving between the skyscrapers until the city shrank below.

The chopper resumed its trip towards the reactor, where the self-styled Dragon Lord rested, the supposed heart of all this madness that spread across the neon city.

*****

Rarity trembled in the cool night air, naked porcelain skin soaked in her old friend's hot blood. Before her, the downed Dragon Lord's flesh twisted, fused with the device his ally supplied him with, a bloodied chunk was torn into his scaly breast. She spotted a chopper's approach and ducked low, uncertain who the transport belonged to or what they would do if they spotted her.

Coils launched in its direction, the vehicle turning on its side to narrowly evade a violent strike. Gunfire rippled back in a barrage, and she screamed, sheltered behind his muscular bulk, uncertain if the drake she knew was even alive anymore.

A few tiny bottles were tossed out of the side. The tubes shattered on impact, and from them arose a series of vines, expanding and wrapping around the coils, audibly straining to keep them restrained.

Hastily a rope ladder was cast down as the mercs piled out. Sunset was at the forefront, rushed up to the Dragon Lord, and placed her hands on him, eyes flashing white.

“Just like I suspected,” she called over the whirl of blades. “Varys has Lady Ewe trapped inside, along with President Spike!”

Rarity rose from her hidden spot, arms wrapped around her. “You mean he's still alive...? Please, you have to save him!”

“Whoa, there,” said Babs, spitting out smoke. “Gotta keep calm. We’ll do what we can.”

“Hey,” called Spike, who slid down. “It's me! I can't believe it! You're really back, Rarity!” He dashed to her, removed his coat, and wrapped it around her nude, bloodied form. “Are you hurt? Anything I can do to help?”

“I'm fine, thank you.” She politely smiled at him. ”So, you’re this ‘other’ Spike?”

“Hate to break the reunion,” interrupted Beatrix, who fished through her inner cape. “But we can’t stay here for long. Those vines were meant for emergencies and aren’t gonna last forever! It's not the kind of alchemy mix I can easily replicate, what with how rare the materials are, especially here!”

Desperately she searched for anything else that might be useful, grunting in annoyance she'd been forced to play her trump card.

To emphasize her point, a snap sounded, one of the many vines torn beneath the coils that writhed under constant pressure.

“We have to head inside,” said Sunset. “Varys is manipulating the Dragon Lord's body like a marionette, at his heart.”

“Not his literal heart, I take it? Granted, he is pretty massive,” said Beatrix more to herself.

“Might be, depending on how long the bastard’s been working. Worse, he’s got Lady Ewe trapped in a lab,” added Sunset, and any trace of humor fell from the witch's paling face. “I can’t see what’s going on in there. But judging by her screams, it’s not good…”

“That settles it! I'm heading in,” Beatrix declared, ready to turn these powers on the one who'd given them to her. But could she rely on them, considering the source? She needed to discover a way to alter them. “Mom, maybe you'd better wait here.”

“And let you hog all the glory yourself? Not a chance! My little hellspawn needs me. Plus, this is a chance to strut the Great and Powerful Trixie's stuff!” She struck a pose, hand on hip, tossing back her cape and hair, her wiggling fingers sparkling with magic.

“Suit yourself,” Beatrix sighed, unable to suppress a wry smile.

“Enough, chit-chat,” Babs yelled. “We’re wastin’ time as it is! Tree Hugger, you take care of the wounded and civilians! Have the pilot take you somewhere safer! For all we know bitches, this is a suicide run, so if you plan to pussy out get the fuck off my copter!” She scanned her squad, but they all seemed just as eager to take on their mysterious foe.

Exchanging a kiss with Flutterbitch, the hippie started to lead Rarity to the chopper, which veered low. The fashionista helped Spike aboard, then began to rifle through what was inside. The mercenaries loaded up on the arsenal and supplies they could reasonably carry. Rarity discovered a form-fitted outfit, not unlike the one Sunset wore.

“Screw it,” said Spike between winces, the gelatin hardened. “I'm heading in, too!”

“If that's your decision,” said Rarity, who slid the costume onto a foot, the white attire that attached itself to her like a second skin. “Then count me in, too. How can I be content to sit on the sidelines, after what I've seen?”

“What?! No, you can’t,” Spike insisted, shaking his head. “You're not a fighter!”

“Oh?” She took one of Sunset's spare plasma blades and spun the hilt in her wrist. “President Spike had another modification made to his 'dolls.’ A complex combat algorithm that shall display the needed finesse for me in battle.” She winked at him.

Hugs, seated in the copter, wondered aloud, “Will that really work? I mean, guess it's not too different from, like, self-driving cars.”

While the gang leader continued to try and talk her out of this, Rarity wiggled her bottom into a suit so tight yet comfortable she still felt completely naked. It snapped into place, molded to her ample curves, and she placed the hilt on her belt, running her hands over her plush breasts and her cheeks filled with warmth. She could almost thank President Spike for this impeccable new shape!

“That's the willful woman I fell in love with,” admitted Spike to himself. He struggled to keep pace with her long strides after she exited the vehicle, unable to pry his bright eyes away from the sway of her hips and buttocks after she strolled ahead.

The helicopter took off, and the mercenaries of B.A.B.S. headed into the Dragon Lord's wound, where buried inside the meat was a mechanized complex.

Gloomy corridors hummed, lit by Beatrix's and Trixie's horns. Their steps echoed as they otherwise moved in silence.

Hands lingered near weapons, uncertain if the alien structure itself that entombed
the party could reach out and assail them.

*****

“So, they’re almost here. Like lambs to the proverbial slaughter,” Vayrs mused, staring through a monitor that showed Babs and her crew through the feed. Deep in his lair, his latest experiment was in the beginning stages of transforming the Dragon Lord into a mobile weapon of mass destruction.

With this half-organic machine he would sore over the city, lay waste to the masses, and share his ‘cure’ with the unsuspecting citizens. Flesh would be culled and be completely replaced by automaton anatomy.

For the moment, it was partially powered by President Spike himself, trapped at the core in his lab. He rested naked in a tube, surrounded by nutrients that bubbled and flowed around him, unconscious and his breathing shallow. The magic that radiated from him was steadily siphoned out and transferred to the structure around him.

On another screen, he watched Oona wailing out as the equine amalgamation mounted behind, pounding mindlessly away at her womanhood while her belly bloated each time it’s tainted dicks hit the back of her womb. And with a high pitched screech, her belly swelled up like a balloon as more cum was stuffed into the dream faun.

Her eyes were twitching at the mind-numbing pressure, until the creature of flesh and steel resumed to piston its hips.

“I wonder if arcane magic can be transferred through insemination and breeding. Would any offspring carry their parents' traits?” He wondered aloud before turning to the test subject stationary in the tub, his beak-like visage reflected off the transparent surface.

“What would be the limitations? Can it be surpassed through advanced technological science? I must be certain.” Scanning his vitals, Varys was satisfied to see his mutagen spread throughout Spike’s body at a steady rate. It wouldn’t be long until his ‘employer’ would be entirely consumed by the virus.

Across the monitors flashed the latest work results, the city beset by the Flower Children army. Zombie-like, they massacred whoever they came across, aided by the Redcaps, another sacrificial pawn used in his schemes.

Clacks sounded as he adjusted the controls on his computers, directly wired into his attire. “Do not worry, Beatrix. The concoction you and your mother ingested is is perfectly safe. You will provide superb results in this little field test of mine. Through my intellect, I have helped introduce magic back into a technological wonderland. How will it react? Will it ultimately thrive or be snuffed out? I fear poor Lulamoon lacks self-control and will inevitably burn herself out. Another poor, deluded addict. Slave to emotion.”

A distorted chuckle escaped his monotonous voice, watching as the adventurous witch and her squad ventured ever closer.

“Such is the way of all souls. We merely follow our nature. All the more reason I must perfect this world around me. All organic tissue will cease to exist. Then there will be nothing but pure, clean technology.” Another punch of buttons, and he activated the defenses around the area.

The corridors sprung to life, B.A.B.S leveling their weapons once the walls themselves stirred to life. “I wonder, how many of them will survive, and perhaps even thrive?”

Soft footfalls sounded. “Ah I also took it upon myself to rescue a couple of the President's toys.” Coco Pommel and Sassy Saddles strolled around the lab, the translucent lights reflecting off their naked, supple flesh. “Perhaps the presence of his dolls will ease his troubled psyche?” They strolled over to a tube where their former master slumbered.

“Yes, tend to his needs until my genius settles in. For now, I must breach communication with the lost world. The Burning King will want to know of my progress,” the plague master concluded, typing in the coordinates amidst clacks so he could relay a message.

*****

Gunfire rippled and flashed down the tunnels. Boots were met by the clank of metal below, the mercenaries breaking into a sprint by coils that erupted from every angle in a splash of sticky crimson.

Gore and viscera drip-dropped from above, the stench of chrome mixed with more rancid fumes. “Watch your asses,” ordered Babs, who loosed another fiery burst.

Rarity fell into a trance once she allowed the A.I. in her artificial flesh to take over. Reflexes that allowed her to match Spike's werewolf shape carried her. The plasma beam arced and cut down tendrils in a graceful pirouette.

“Damn. She's hotter than ever,” muttered Spike, struggling to transform himself. The gel had sealed his worst wound, but he was forced to rely on a spare, high-powered sidearm he'd borrowed from Rainbow Dash.

The mother-daughter team worked in tandem, auras wrapped around the coils to restrain them, invisible barriers raised to deflect strikes. They were protected by the mercs who formed a circle around the wizardesses, forced to hunker down.

“It never ends,” yelled Dash, who hovered the best she could in the enclosed space, a rifle cradled in her arms between careful shots.

Acrid smoke rose from the charred wrecked of coils that blossomed under small explosions. More of them thrashed, cut loose by Rarity and Sunset, the latter who said, “I know the way ahead! Just punch us a path through, and we'll be on our way!”

“Got it! Concentrate fire ahead! Witch bitches, watch our flank!” Babs narrowed her eyes and cut loose. Rattles sounded, chunks were torn from metal and flesh alike, and after the barrage, the crew thundered ahead where Sunset pointed with her saber.

Corners were rounded, wreckage left in their wake in clouds of ash and smoke. Over the hour, spent ammo started to run low.

Forced to make a stop and rest after the coast cleared, they panted and kept on watch. “You know,” began Beatrix, who fished through her cape. “In the dimension I came from, they were hard at work on 'magic bullets'! Just pour them out and presto!” To demonstrate, she uncorked a tube, and the mercury-like liquid that spilled onto the floor reshaped itself into silver bullets.

“Whoa.” Trixie's eyes went wide. “Hey, how do you still have all your gear? I thought it was lost? Don't tell me you've held back!”

“Funny that. A short time after our magic came back, my Prima Materia started to work again!” She tapped the stylized eye shape that held her cape. “It makes certain that even if my costume's destroyed, I can instantly summon a perfect copy! Lucky for us, all the potions I carried once I arrived here came back, too! It looks like we'll need them for whatever lies ahead!”

A flick of a lighter and Babs lit another cigarette. She took a long drag. “Convenient. You must have the devil's luck.”

“Cool!” Dash scooped up a handful of bullets, grunted in irritation when she discovered they didn't quite fit in her rifle, then gasped as the silver reformed to suit it. “Wow, these really are magic! Let's hope they pack lots of punch, too!” She cocked her weapon.

“They should. A cult forged these,” explained Beatrix, who frowned at the memory. “Flurry Heart and I copied it, best as we were able. I'd hoped that after they were beaten, we'd never have to use them. Oh well.”

Spike's hand shook once he grabbed a few. “Got to be careful, bet one of these could finally do me in.” By the time the last silvery tube was emptied, they were half-restocked.

Beatrix smirked, thankful she had yet another chance to prove her worth.

“We're almost there,” reminded Sunset. “Thank goodness these plasma beams take hours to burn out!”

Rarity panted and wiped the sweat off her brow. “Honestly, I've never felt more alive. Perhaps it's simply a side-effect of the...unfortunate position I've been in all these years.” She cradled her upper arms, reminded of how she'd been exploited.

“Hey now,” said Dash who nudged her. “We might be able to reactivate the Elements of Harmony, now that magic's back!”

“If we can locate them, dear. Let's not get ahead of ourselves. But thank you,” said Rarity, who returned her smile.

Her smoke was tossed aside and stomped under a heavy boot when Babs announced, “Break time's over, bitches. Time to move!”

After a last quick check of their arsenal, they fell into line behind their leader. Flutterbitch sniffed the air, able to smell their prey.

Beatrix felt her heart pump a mile a minute, desperate to reach her friend, and rescue her from the clutches of this vile fiend.

Chapter 11

Storming their way through the defenses, B.A.B.S. neared the heart of the enemy's lair. Babs Seed taped explosives to the sealed doors, waving back her team to take cover before pressing the button to activate the detonator, rushing alongside her team.

The fiery explosion rattled the area, flames licking the air amidst pockets of billowy dark smoke that left an acrid stench behind.

Sunset could have cut it open with her plasma blade, but that would have taken more time, and besides, Bab liked to blow stuff up, as she rarely had a chance to practice her skills in demolition anymore. She motioned them to move in.

A laboratory sprawled out before them. They noted the tubes, one of which housed President Spike himself, submerged in discolored nutrient liquids that bubbled around his nude, unconscious form.

Further on, a half-asleep Lady Ewe was strapped to a table, a puddle of white sludge leaking down a table from between her legs.

There were numerous computers and monitors that adorned the area, but no sign of Varys himself, other than his experiments and equipment that layered the area.

“Fuckin’ coward,” muttered Babs, spitting to one side.

“Hold on...I sense another presence here,” Sunset warned, keeping her plasma sword ready as its light reflected off her.

“B-be...hind you,” murmured a sleepy Oona, barely staying conscious after her intense breeding session.

No sooner did she say that when the dolls that had hidden strolled out. Coco Pommel and Sassy Saddles strode in stark naked in a sashay of wide hips like they were runway models, prim smiles on their perfected faces. This was contrasted by the hilts they held in their slender hands, as they simultaneously activated their own plasmas sabers with a hiss, programmed to defend the president.

“Ladies, please! Do not attack! We’re here to help,” Rarity insisted to her ‘sisters,’ hoping they would remember her.

“It's no use,” said Sunset, who shook her head. “Varys must have reprogramed them to think we're here to assassinate Spike!”

“Oh no...” Rarity realized they were also given the same algorithms that made them masters of swordplay. “I know it will be difficult, but please, try to subdue them without any permanent damage! We may still be able to save them!”

“No promises,” was Babs' response, though she lowered her weapon a bit.

At the first sign of perceived weakness, the dolls sprung into action. They were many times faster than average, Babs barely able to roll out of the way of a slash that arced the air where she stood; dodging thanks to a combination of the space they had to cross, and the mild cybernetics woven below her dusky skin that mildly enhanced her own reaction times and reflexes.

Sunset rushed to meet Coco in a clash of energy blades that erupted in a shower of sparks, while Rarity activated her own systems to battle another doll, her mode set to non-lethal attacks only. She went into a trance, forced to cross swords with Sassy.

Gracefully the dolls weaved and pirouetted, supple nude skin glistening under the light under balletic movements. They were designed to absolute perfection, enhanced versions of the women they had been in life, all blemishes removed to make their sculpted flesh impossibly desirable.

While the others fought against the president’s defenses, Beatrix attempted to free her teacher. “Damn it! Why is this so complicated?! I'm useless with this stuff!!”

“Here, allow me,” Rainbow Dash offered, unfolding a multitude of tools from her metallic wings, using two to undo the bindings. “Pretty cool, huh?”

“Very!” Admitted Beatrix, watching in innocent fascination as the complicated machinery unfolded out and hacked the security. It was a delicate, arduous process because if any traps were installed, those nearby would bear the brunt of them.

“Ugh! Such a hassle! Can’t we just magic the defenses away?” Trixie groaned with
a furrowed brow.

“If we understood them,” said a sweaty Rainbow Dash as she focused. “Believe me, I've learned the hard way!”

“We don’t have time, mom. Lady Ewe needs me! Let's get out of Dash's way and help stop those dolls!” The two women shared a nod before their hands lit up in tandem, and they wrapped the hilts held by the dolls in their auras in an attempt to rip them away.

Unfortunately, Coco and Sassy immediately turned their attention on them, ready to cut down anyone who dared interfere. The mother-daughter team barely raised a barrier in time to deflect strokes aimed their way, shoved backward under the impact.

At the same time, Rebel Spike stared at his double under the tube. “This is all your fault,” he muttered below his breath, face drawn in rage. He barely managed to duck when a plasma blade sailed his way, searing into the tube which shattered. The contents spilled out, and President Spike's denuded form rolled onto the floor amidst the pool, as he groaned and started to lazily stir.

The dolls momentarily paused to scan him, concerned that their priority had been compromised in the heat of battle.

President Spike rose, a scowl meeting their faces. “Stand down! Activate passive mode!” The dolls immediately powered down their sabers and dropped them. He sighed, and his eyes adjusted to the brightness. “Everyone can relax now. They won’t be do any more damage until I give the word.”

Rarity lowered her own blade and nodded as consciousness returned to her. Cautiously
she approached. “Spike? Is it really you...?”

“Yeah, it's me.” He rubbed his neck sheepishly, casting the mercenaries a bemused smirk. “Now then, I’m sure you all have a lot of questions to ask m--”

“This is ALL your fault!!” The other Spike growled, tackling his counterpart to the floor. They slid through the nutrients, a few shards of glass embedded in their flesh, and wrestled before the onlookers. The rebel rained down punches on his double, who simply smiled back at him as his nose bled.

“No, stop! STOP IT! YOU’LL KILL HIM!” Rarity cried as the dolls by her remained passive.

“Ggnh! Don't count me out,” answered the president, who tossed his wounded attacker off. He stumbled to his feet as they faced each other. “We can both barely stand, so that makes us about even. But make no mistake, pipsqueak. Rarity belongs to me!”

“You murdered her and her friends! Ruined this world! You don't deserve to touch her!”

Blood ran from the president's nostrils, who smugly smiled and casually stood his ground, his eyes turned to slits. “You're not man enough to handle her! I know the truth about you, punk! You're nothing but a filthy, stupid mutt in that world you came from!"

Rarity watched bewildered while the pair resumed their fight, Babs waving her team not to intervene. A part of her fantasized about two Spikes who battled for dominance over her, one stark naked, but certainly not under these circumstances. All she could think about was one of them would die!

“Enough of this,” she yelled, catching their attention. “I'm not some trophy to be won!”

“B-but he has to pay,” Rebel Spike insisted, who weaved under a punch and landed another blow. “He's behind all this!”

“I think not,” a serene voice came from behind, and an aura wrapped around the pair to restrain them. From where she had been detained, Lady Ewe unsteadily rose to her feet, Beatrix helping her up while Trixie's aura restrained the two Spikes.

“A-are you sure you’re okay, Oona?” Beatrix asked in concern.

“I…may be sore in the nethers for weeks, but I’ll be fine,” she replied, flustered. Her sore body jiggled, feeling the essence of that mutant swishing inside her. And while she wasn’t sterile like Beatrix, Oona had placed a spell on herself, sealing her womb from the contaminated spunk. Her eyes steeled at the problem at hand, addressing the members of B.A.B.S, Rarity, and the two Spikes.

“This planet’s state of decay is caused by the Vice Lord, Varys. While his intentions were greedy, the President was merely a pawn in his plan.”

“Varys!? That no good scientist! How dare he use me!!” President Spike seethed.

“The fuck’s a Vice Lord?” Babs asked, skeptical.

“A powerful demon born from obsession,” Ewe explained. “From my homeland, spirits that are born with sick fascinations manifest into something darker. And those with the ability to tempt others with their obsession are labeled Vice Lords. Varys thrives in seeing mortals decay and rot away, the technological aspect a recent development.”

“Recent?” Sunset asked, earning a nod.

“Unlike most of the Vice Lord’s I’ve encountered, Varys adapted his attacks to be more ‘modern.’ Instead of infecting his victims with regular pestilence, he’s carrying his plague through a newfound dependence on technology, handheld devices, and cyber augmentation. Offering their next fix with a ‘cure’ that deforms them into mindless drones covered in their fleshy remains...”

Beatrix shuddered, recalling that she and Trixie ingested a pill Varys gave them to rejuvenate their magical abilities.

We’re they secretly sick? How long until the side effects started showing?

“How do we stop him?” President Spike asked.

“It’ll be hard. By now, Varys will likely have access to tech connected to the U.F.O. If we’re going to save this world from further destruction, we must put aside our differences and work together!”

The thought of working with this dastardly version of himself made Rebel Spike want to hurl. “B-but--!”

Babs shook her head. “Hate to admit it, but we have to restore some form of order, and we'll need the president for that.”

“Varys should still be within the area. We must make haste before…eep!” Oona then got a good look at herself, realizing she was still stark naked, and sheepishly covered her massive mammaries with flustered cheeks. “Uhm, Beatrix dear. Could you..?”

“Gotchya, teach,” Beatrix winked, waving her hand to materialize her clothes, even giving the president and his dolls some wear.

“Oh, thank you,” the dream faun sighed before attempting to move towards the computers before stumbling down to her knees. The soreness from the constant thrashing her womanhood took made it very hard to walk straight.

“H-hey now! Don’t push yourself,” pleaded Beatrix, lending her shoulder to support her.

“I have no choice, Ceann Oga. Too much is at stake! Now let me see…” Once she got to the keyboards, she opened up the camera feeds to pull up live footage. Thousands of biomechanical zombies roamed around the streets before a large flying object soared over. Oona locked the camera to the creature as fast as she could, identifying the sizeable decaying corpse of the Dragon Lord, agonized roars echoing from a distance.

“Sweet lucid dreams! Varys must be using the Dragon Lord’s body as a vessel to wreak havoc.”

“Then we have our objective,” Babs nodded. “Alright, bitches! Let’s get a move on!”

“Just one moment.” The president checked the dolls to make sure they wouldn't turn on them once they were in the presence of Varys. After he was satisfied, he commanded, “Protect us!” They nodded in unison and recovered their plasma sabers.

Rarity hated to see her friends used this way, but knew the dolls could prove their best hope once they stormed the enemy's lair.

Satisfied, Babs motioned her team onwards. She noted that Flutterbitch had disappeared amidst the bedlam like always, more than used to that by now, and reminded herself she could look after herself.

What mattered is that they ended this soon as possible. She tasked Oona to lead the way, since the dream shaman knew more about this ‘Vice Lord’ than any of them.

*****

The sounds of machinery surrounded Varys, who directly interfaced with the multitude of computers that manipulated the Dragon Lord. From the monitors, he surveyed the city below, and at his mental command the shell around him vibrated, as the drake's head reared back and loosed a blaze that instantly consumed many planes and choppers that surrounded his masterpiece.

He sailed over the land, where the twisted Flower Children and Redcaps methodically purged the scattered masses. The catastrophic results flashed over his masked visage while he coolly watched the results of his experiments reach their fruition.

A shadow crossed over him. On the ceiling climbed a lithe figure, her eyes crimson in the darkness. And just as the Vice Lord detected another presence, Flutterbitch descended upon him with extended claws, slicing through his midsection.

Wires, tubes, and black fluid erupted before the vampiress tore off his head. She hissed loudly, glaring as Varys’ head twitched violently before light faded from his vectors.

“How’s that for a nasty surprise!” Flutterbitch grinned triumphantly and licked her chops.

“Not as nasty as the one I have for you, I assure,” a digital voice echoed from the speakers. Before she could react, the mask’s beak split apart before blasting her with particles of green smog into her face, causing her to reel back in a fit of coughs.

“Y-you bastard!” Flutterbitch cussed, waving the sickly mist away before wildly looking around for the source of that voice. “Quit hiding and show yourself!”

“I am not hiding,” the mechanized voice chuckled. “I am right here.”

The screens suddenly flickered to a bright red screen, a series of codes digitalizing before forming a glitching figure, bright green eyes glaring through her.

“Such a primitive mind, thinking I would come ill-prepared for a surprise attack. Thankfully, I had more than enough time to transfer my spirit into this city’s network. It won’t be long until I can further spread into the entire internet.”

“You won’t succeed. I’ll make sure oh--uucchk!?” Her retort was cut short as Flutterbitch began to feel weary, her insides feeling like mush. Tears streamed down her face, snot leaking out her nose, drool oozing from her lips until she doubled over and started hurling out blood and puke. Her eyes widened, bloodshot as her skin began to melt off her flesh. “N-noooughhaagk! What have you done to me!?”

“Impressive,” Varys noted. “From the amount you inhaled, your body is fending off the toxin’s effects rather steadily. If you were a normal mortal, your biological functions would have shut down almost instantly.”

“M-monster,” she coughed, nauseating fluids dripping down her chin as her once voluptuous form continued to shrivel up until her bones were visible. “Is this what you have in store for the rest of the planet?!”

“Affirmative. My Onoma, Asklepios, has evolved past being a versatile plague to whoever I inflict. It now acts like malware, bypassing any security to infiltrate and corrupt the cybernetic enhancements those fools bought from President Spike. Thanks to him, my mutagen will corrode the entire city until all things organic have become extinct.”

Flutterbitch reeled in pain, screaming loudly once her body rapidly fell apart, her immune system desperate to defend itself from the toxins and bacteria spreading throughout every limb and orifice of the vampire.

“Right now, the virus is cleansing your organs and innards so that it can all be replaced with new robotic bones and bio-fused tissue. Soon, there won’t be anything left of you but a hollowed husk, with the only goal being to share my genius with the rest of the world.”

“M-monster…monsta--gaaghk! Monster!” She repeated the curse while her mind steadily deteriorated.

“Call me that if you like. But I’m simply following the natural order of things. The strong thrive and advance. The weak perish and decay,” Varys stated factually while impassively watching her writhe and moan in unspeakable agony.

Another series of explosions rocked the area. The doors caved in, and B.A.B.S. made their appearance. “Ahh, I figure it wouldn’t be long until you lot discovered my location.”

“Fluttershy!?” Dash exclaimed, attempting to reach for her while the vampire violently arched, her bones becoming brittle, sunken chest heaving under harsh breaths.

“I wouldn’t advise getting close to her,” Varys’ voice echoed from the speakers. “She’s highly contagious.”

Babs growled, aiming her firearm towards the mainframe. “Fucking cocksucker! Fix her right now, or I’ll--”

“You’ll what, exactly? Blow up my laboratory, destroy a month's worth of research? You’d only be damaging yourself, really.”

Babs seethed, gripping her weapon tightly, keeping her pistol trained on the screen. “But you know a way to cure her.”

“I do,” the glitchy figure nodded. “There’s an antidote stored in this lab’s drawers that will subside the pestilence’s effects. She’ll look like a dehydrated corpse, but she’ll survive, given her vampiric genetical structure.”

Rainbow quickly searched each steel drawer before pulling out a series of tubes containing blue fluid. “Is this it?”

“Affirmative.”

“Don’t!” Sunset intervened. “We can’t trust that’s actually an antidote!”

“You don’t have a choice,” Varys commented cruelly. “It matters not if you save or put her out of her misery. Either way, this will provide valuable results. Much as I detest the mortal body, it never fails to amaze me what it can do when pushed beyond its limits.”

“P-please… don't,” wheezed out Shy.

Babs sneered. “Tch. Damn it!” She could be a ruthless bitch on the best of days, but she never abandoned those under her charge unless she saw no other choice.

She turned to her comrades, reading their worried and frustrated expressions. With a begrudging sigh, she nodded at Rainbow Dash to take one tube and apply it.

“Allow me,” Oona said, pulling out a face mask from a cabinet nearby to protect herself while accepting the thin vial. Glaring at her enemy through the screen, she lifted Shy’s head, uncorked the top, and poured its contents down her throat.

Mocking laughter echoed from Varys. “Excellent. What bonds you've formed under such circumstances. Perhaps you'll have what it takes to survive the purge, after all!”

“You won’t get away with this, Varys,” the dream faun assured, lifting Shy with one arm around her shoulder, the vampiress’ breathing steadying. Whatever was in that tube seemed to have slowed down her sickness. “I’ll expunge you from this world!”

“I’d like to see you try, goat. But for now, we’ll be parting ways. There is great progress to be made. Consider this a historical day.”

The switch automatically pulled once a red siren went off, warning lights flashing. “Warning! Emergency ejection sequence commencing in FIVE…FOUR…THREE…TWO...”

“Emergency what!?” Babs shouted.

“ONE.”

The floor they stood on split apart, revealing it to be a trap door, as they were sucked out from the room in an instant. Tossed into a free fall that whipped them about in the heavy winds over the neon-lit darkness of the cityscape, screams arose on their plummet down to the scorched earth.

In desperation Rainbow Dash instinctively swooped and seized Flutterbitch, who was still too weak to fly independently. Hands lit whereupon Beatrix and Trixie wrapped an aura around themselves to slow their descent, only able to save themselves.

Likewise, Lady Ewe used her own magic to slow her fall, while the buildings and torn up streets below loomed ever closer.

The rest weren't so fortunate. Above them, the Dragon Lord's armored bulk raced past to continue its wanton devastation.

They readied themselves for impact. Babs was always aware one of her suicide runs would likely end like this. Not quite in the blaze of glory she wanted, but a senseless, pointless death, so much left undone.

At least had she taken the shot, she might have taken their enemy down with her! Would the survivors of B.A.B.S. be prepared and able to carry on her mission...?

Suddenly a spiderweb of energy spread throughout the skyscrapers, the glowing threads connected between them. She was one of the first to slam atop them, the wind knocked from her, but otherwise she was unharmed by the impact.

Around her landed more of her comrades, caught by the net that had manifested. She stared up wide-eyed, sore all over beneath her combat attire, simply to wonder how...?

A chopper dipped nearby where Tree Hugger peaked out the door. “Called in a favor from an old friend of Dash's. Wasn't sure she'd help, after like, what the Flower Children did to her club, but...” She sheepishly trailed off.

They spotted Vinyl Scratch and her crew below them, some of whom were currently engaged with the enemy on the shredded roads. Several old adversaries and rivals had put aside their differences to take back their beloved city, aware that if they didn't, all of them were doomed. The DJ herself had seemingly converted her sound stage into a sort of tank-like, armored mobile platform.

“Good timing,” said Dash, who sailed next to Hugs, Fluttershy in her arms. “But never mind that, she needs medical attention!”

“P-please...don't fight,” mumbled Shy deliriously, tearily staring up at the two most important women in her life.

“It'll be fine,” swore Hugs tearily, whereupon she and Dash hurried to place her down and fetch what supplies were on hand. At the moment, neither of them cared who she chose. Just that they would do whatever it took to make sure she survived. “I'm not a warrior like you,” admitted the hippie. “I can nurture her, love her, but I can't, like, protect her. You know what I mean to say?”

“Yeah.” Dash knew the crew needed her. But she didn't want to leave Shy's side. She pursed her lips. “Look after her, okay?”

"Got it." She clasped a hand over Dash's.

While the DJ's small outfit didn't have an official name, Vinyl Scratch nodded at Babs Seed within moments, after she had been offered an alliance with B.A.B.S.

The mercenary leader hadn't ever seen her speak so much as a word, and assumed she was mute, but decided it wasn't essential to press the issue. What mattered was that they cleaned up this mad city soon as possible.

At the same time, President Spike took command of a nearby patrol and ordered them to work with B.A.B.S. “A rogue AI has overtaken the system,” he half-lied to his men over a communicator. “Spread the word! It's up to us to help restore order!”

“What a shitshow,” said Rebel Spike, who wondered how many Werewolves still stood.

“We must locate the Elements of Harmony,” reminded Rarity as they took shelter. “If magic truly has returned to Equestria...”

“I might be able to reactivate 'em,” said Rainbow Dash, who landed next to them on the ripped up street. “Can I really perform a Sonic Rainboom with these mechanical replacements, even with the help of magic? Guess we'll soon find out.” She rubbed the area of her flanks where her cutie mark sat.

“I might be able to help,” said Beatrix. “If I can concoct something from what I have on hand to enhance your natural abilities!”

“There's still one problem,” noted Trixie, who crossed her arms. “Where exactly do you expect to find the Elements of Harmony? Haven't lots of people scoured Equestria for years in an attempt to recover them, with no luck? We don't have time to search!”

President Spike turned back to them. “I know where they are,” he admitted. “I had them buried away, convinced the world didn't need them anymore, that they'd make things worse.” He sighed and solemnly watched the Dragon Lord unleash a fiery holocaust in the far distance. “To unearth them, we'll have to head back where this tragedy all started...”

Chapter 12

Using his connections, President Spike found no challenge in securing quick transport to where this all started. The President had selected a few to come on the trip, as they needed all the workforce they could find to help take back the city from the mechanical demon. “It shouldn’t be too much farther,” he stated over the communicator. “Stay on course and do not engage with the Dragon Lord's body directly. Leave that to the heavy-hitters!” His military was out in full force, aware that they were sent as distractions. More to be sacrificed due to his selfish decisions.

The jet sped across the sky, adjusted its thrusters to hover in place once it pulled to a stop, then lowered itself to the overgrown earth. An overgrowth of flora layered the now nearly forgotten Everfree Forest. Plantlife and forestry had wildly grown out of control.

A ramp slid out with a thud. Spike strolled out and stretched. “Feels like we were here yesterday.” His smile fell at the memories.

Rarity trailed after him, Coco and Sassy close behind. “I do hope this works. To reactivate the Elements of Harmony, we'll need someone suitable to embody each one. Unfortunately, we have no idea where to find Twilight, Applejack, or Pinkie Pie...” They stepped out into the forestry area. She sighed and muttered to herself, “Our stand-ins should work...in theory.”

“We hurry in, grab the Elements, and head back. Easy.” He shot her a toothy grin.

A short walk later and they reached the buried entrance. The plasma saber flared to life, solid stone melting under the fashion trio's precise strokes. The smelted pool bubbled and hissed before them, as they carefully hopped over the mess and proceeded into the dark, descending cave, flared under the illumination of their blades. Their footsteps echoed on the way down.

Compared to the messy chaos of the civilization, it was eerily calm. Almost like it was their first step in their descent to hell.

“There's nothing to worry about,” assured Spike, who placed a hand on her arm.

“Of course,” answered Rarity, who nevertheless stayed close and kept Sassy and Coco by them. The slope continued downward and wound about a little, but it wasn't long before they touched down where the Elements of Harmony were preserved.

Moss started to grow about the caves at the bottom and surrounded an impressive tree that had sprouted up. “The Tree of Harmony,” murmured Rarity, who sucked in a heavy breath, its leaves decorated by the gems that represented the Elements.

Spike strode forward and plucked the purple one. “Yours, I believe?”

The gemstone shimmered as Rarity pressed it to her warm bosom. “Yes. The Element of Generosity.” She cast a melancholy look at the tree, wishing that all her friends were here. “What if this doesn't work?”

“It has too! And if not, we’ll figure something else out, just like we always do! So let's take these back,” Spike said as they helped him remove the rest of the gemstones. “But first...”

Coco and Sassy were directed to approach the Tree of Harmony. Using one of Beatrix’s potions, Rarity uncorked the tube and emptied the contents on the ground. The liquids seeped into the cracks, and she prayed the ritual would work.

A tiny fractured opened in the stone, a fissure that hummed and buzzed, similar to Beatrix's power to tear a hole in reality, as she had infused a sliver of her power into her latest creation. Too much, and they risked a permanent hole in the universe.

“Coco Pommel, Sassy Saddles, it's me, Rarity! Please, come back to us!” Her eyes watered as she repeatedly called to them.

She was soon joined by Spike, determined to make up for what he'd done. They chanted to them like a mantra, the dolls beside them neutral, whereupon a glow from the crack radiated across the entire area.

Finally, a pair of orbs rose from the tiny slit.

They directed the souls into their rightful, artificial bodies, Coco and Sassy suddenly huffing and blinking. Breaking into screams as memories of their final moments crashed down on them, Rarity assured, “It's okay, dears.” She wept and threw her arms around them, held her friends close, stroked their manes. “You're safe now. Trust me.”

A short time and explanation later, they headed back to the transport. There was much Rarity told them about the new world, and President Spike apologized profusely for his role in all this, but assured them he would help set things right.

However, from the reports inside the transport, the battle underway in the city had yet to pan out in their favor.

“We need to head back,” President Spike demanded. “We gotta help take out that false Dragon Lord. Maybe I can reclaim its power!”

“Spike, hold on,” Rarity said, looking around their environment to realize that a lot more parts had been removed from the spaceship than before. Examining closely, it looked like parts had been sawed off with lasers.

“Something’s not right…”

*****

Gunshots, lasers, and explosions lanced throughout the capital. The casualties continued to mount unabated. Just as President Spike feared and had tried to take action against, Varys could remotely seize control of various machines under his corporation, turning the president’s creations into his own armada.

He'd prepared top-of-the-line protection in case of such a scenario, but their enemy was nevertheless able to hack a number of them. Worse still was the further havoc and division it caused, a momentarily united front again unable to trust each other.

Beatrix was relieved to discover this intrusion didn't apply to magic, as she and Trixie worked their spells in tandem, disabling the forces that were marshaled their way, raising barriers that deflected the brunt of the assault. They were part of the vanguard to the mobile platform that Vinyl Scratch rolled through the ruined cityscape, its cannons unloading in loud, fiery pops.

B.A.B.S. were at the forefront, headed by their namesake, who laid down a ceaseless staccato of cover fire. The Werewolf chopper hovered nearby, as the mercenaries attempted to help restore some form of order and lead the civilians could to safety.

But it remained a losing battle; the team left to try and buy time until their trump card could be played on the President's return.

“Damn it,” muttered Babs, her rifle threatening to overheat as it spat spent shells. “Can't trust anything these days!”

“Stay within the field, and Varys won't be able to override the systems! I think,” added Beatrix quietly, uncertain how powerful the enchantments she and her mother wove really were. Already, the two were pushed to their limits under strain, doused in sweat.

They had drank down potions to increase their potency and stamina, felt their bellies churn, afraid they would overdose. But it was a risk they had to take, for she feared the moment they dropped their guard, the platform and chopper too would fall under his control. She wondered if the Vice Lord was laughing at them from elsewhere, watching them scurry around like ants.

“Forgive me,” said Lady Ewe, who stumbled up to meet them, staff in hand to support her hobble. “This is all my fault.”

“Nuh-uh! None of that,” Beatrix told her sternly. “You need to go back and rest.”

“No, Beatrix. I can’t just lay down while this mess spirals into decay. You need me.” Despite what Oona had suffered at the robotic doctor's hands, the azure sheep pushed herself to work her protective enchantments, determined to take some of the constant pressure off her allies.

“Thank you,” replied Beatrix, who breathed a sigh of relief and let her teacher lean on her for support. “Are you sure you can fight?”

“I'm still shaky,” admitted the dream shaman, eyes narrowed in determination. “But the Vice Lords must be stopped, whatever the personal cost. Varys cannot succeed in bringing his biomechanical plague!”

Above them, Rainbow Dash swooped about and fired off the magic bullets. They ripped straight through the thickest armor like it was nonexistent, curved through the air to seek out their targets, pulled through machinery in blossoms of smoke and fire.

Below a hiss sounded as Sunset's beam saber carved into a Redcap, splattered in blood and oil as a shimmer was cast over her. The ruined cyborg collapsed at her feet.

The rebellious version of Spike came to their aid with what remained of the Werewolves, forced to stay back as his wounds had yet to mend. Bullets spat from spray-painted uzis.

Were it not for what was at stake, the mercenaries could almost call this mission ‘fun.’ Behind them, the DJ loaded up another volley of ammo and loosed it. The area quaked, smacked by more shells that erupted on contact, charred wreckage left in their wake. She punched the sky and smiled.

But in the distance, the real threat, the mechanized dragon, continued its brutal attack. Even the heavy artillery proved no match for it, thousands already dead as it continued to torch entire districts.

President Spike had warned them not to face it until he returned, aware that they would have no chance against the doomsday weapon as it rampaged throughout.

“C’mon Spike,” whispered Beatrix shakily, her lips pursed. To think this had began with everyone hopeful to exploit her abilities. And now she was their best hope. “Please hurry!”

*****

Large hangar doors slowly opened as a drone carrying more scraps from the UFO stumbled through. Outdoor light poured into the large room highlighted an oversized, mechanical body’s steel silhouette. Robotic soldiers were at work, fusing metal material with the remains of a prehistoric creature. Bones and flesh were exposed behind armored plates; large teeth fastened under beak-shaped parts.

A computer screen flickered as Varys’ red and sickly yellow visage flashed.

“TRANSFER OF CONSCIOUS CORE: 45%. ESTIMATED TIME OF COMPLETION: 10 MINUTES AND 38 SECONDS.” An automized voice declared.

“Excellent. That should give me enough time for all my weapons to come online,” the digitalized demon noted. “Those fools should still believe I remain within that reptilian husk. Yet, as always, I stay ten steps ahead of them. Global annihilation of all living things will commence shortly.”

For little did anyone know, the mechanized dragon was a decoy itself. While the President was focused on restoring his concubines, Varys had secretly researched the Dragon Lord’s power, more specifically, how he could harness the power himself.

The major drawback was that only draconian descendants could challenge each other for prowess—a primitive duel to the death, where the victor would be uncontested. Typically, Varys would have never considered such an ancient method to achieve his plan, knowing full well he stood no chance against a dragon in combat. But that soon changed upon coming across the fossils of an old wyvern, buried deep in the earth, not far from where the UFO had crashed.

And to his good fortune, President Spike never discovered his findings, leaving Varys free to migrate each bone and tissue into this abandoned airplane hanger.

Now he had the perfect vessel to carry his insidious plans over. From his telepathic command, the mechanized dragon would plant itself onto the highest structure and act as a bomb to release gas into the atmosphere. Smog would cloak the city, leaving Beatrix, Oona, and B.A.B.S with little air or time to fend for his impending assault.

But Varys was counting on Spike to foil that plan. If his calculations were correct, whatever magic they’d recover from the UFO would drain him of all their resources, leaving the feeble President vulnerable for the Vice Lord to murder and claim the crown of Dragon Lord. And the demon had double-checked, scanning Spike’s DNA alongside the old fossils to make sure the creature was of draconic origins.

From there, all infected organisms would obey his command. And should Beatrix or Trixie stand against him, Varys would activate his other backup plan to ensure that compliance was their only salvation.

All he had to do was wait as the loading bar slowly filled towards completion.

Chapter 13

It was an awkward helicopter trip, to say the least. President Spike was sweating nervously while Coco and Sassy remained silent. After profusely apologizing and swearing he would save the world, they only seemed more interested in just how it had changed, eyes wide while watching the news play across the monitors inside. They could barely believe the sprawling cybernetic wonderland revealed before them.

A city of neon and steel. Where anything could be bought and sold. He imagined this must be how Beatrix first felt upon her arrival. Their entire world was flipped upside-down, as they struggled to acclimate themselves to their new life.

“I'm aware it's a lot to take in all at once,” Rarity said, sitting between her friends, sharing a look of unease.

From all directions, they were assaulted by the sights and sounds of the ongoing crisis, the city smoking and afire, explosions, bodies, rubble, and wreckage left everywhere. The war between factions grew hotter as Varys seized further control with every barrier breached. Brilliant lasers flashed by, helping to light the dark skies as more armored vehicles rushed in.

“There's Rainbow Dash,” said Coco, who spotted the mercenary speed across a monitor in a colored blur.

Sassy stared at another screen, narrowing her eyes. “Hey.… That guy looks a lot like you, Spike.”

“Well, that’s because he is me. It's a little hard to explain,” the President sighed, watching his leather-clad counterpart with a shake of his head.

Rarity held the Element of Generosity between her palms, which was cool to the touch. “Perhaps it would help if I powered this up?” Her cheeks colored, struck by a bit of naughty inspiration. “But to do so, I'll need some assistance. Call it the Rules of Rarity.”

She collected Coco and Sassy conspiratorially to her, whispered her idea into their ears, which made their faces burn. They took a moment to discuss it while Spike continued to watch the feed until a few minutes later, whereupon they broke apart.

“We have a proposition,” stated Rarity.

“I'm all ears,” replied Spike, who muted the monitors. “I owe you three, after all.”

“We talked it over and decided maybe we can start afresh,” explained Rarity who batted her lashes. “This time, on our terms.”

Spike quirked an eyebrow as he shifted. “And what did you have in mind...?”

“It's like this...” She shared a look and nod with Coco and Sassy, who stood with her. First, she placed an index finger at the neck portion of her skintight outfit that looked more like body paint, a thin layer that conformed to and accentuated their perfected, plush contours. They followed suit at her sides, traced down a finger, and their costumes responded to their wish.

It peeled away to reveal the skin and ample cleavage bared by the trio with a pronounced bounce. They opened their clothes to the point where the pink hint of their nipples was partially unveiled, then continued to trace downwards, navels bared, and stopped right before their labia were revealed, their supple mounds smoothed and bared, shiny under a soft light.

He swallowed hard, leering at all three unintentionally, his pants tight. “B-but after everything I did, yo-”

“That's in the past,” assured Sassy, who nodded at the sphere. “Plus, we need to empower this.”

“Giving ourselves so generously to you might help,” said Coco, who blushed and shyly avoided his eyes. “I-I mean, we'd already done it with you lots of times before when we were...you know...” She squeezed one of her artificial mammaries.

“Girls, let's show him how we earned our reputation as the kindest models.” Rarity was the first to dissolve the top portion of her suit, met by another excessive bounce of her bountiful tits topped by wide, feminine nipples. Sassy and Coco followed, half-bared to the President, who openly salivated at thoughts of kneading, groping, and sucking on their delicious offerings.

The threesome smiled wryly and spun, backs faced to him, their heart-shaped asses barely contained by the micro-thin material that seemed to tantalize more than it concealed. They bent over in unison, drew their palms across their beautiful buttocks, the suits peeled away to leave their peach-like derrieres exposed, shiny, sleek, and begging to have his teeth sink into them.

Turning back to him, the fashion trio strode to him like the runway models they had once been. Their movements were concentrated in their hips, a provocative mating dance, the globes of their buttocks swishing as they sidled forward with deliberate slowness to draw out the show as much as possible. Soon they arrived before him and shared a giggle.

His three erections were painfully hard in his pants. Thankfully the three knelt before him and liberated his cocks, altered to resemble the tools of an actual dragon, thick pink erections lined in fleshy little nubs to pleasure their mates.

Not to mention the masculine musk that rose from his shafts as they swelled at their tender touches. They started slow, brushed over them with their fingertips, planted playful little kisses, the tips swelled and leaking an obscene amount of precum.

Sassy smacked her lips at the salty taste. “It's potent stuff. Sure to knock up a lover.”

“Thank goodness these shells can't get pregnant,” mused Coco, who also savored his overpowering taste.

Always the trendsetter, Rarity was the first to take him into her luscious lips, knelt at the center cock. Her mouth was warm and wet, designed like all his dolls to specifications so that it too felt like a pussy...one that could suck him dry. She bobbed her head while Coco and Sassy started to suck him off, too, their half-lidded eyes meeting his own as their tongues encircled his meat.

“Holy fuck,” he wheezed, resisting the urge to clasp their heads.

Realizing it was working as the gem started to shimmer with a glint of energy, Rarity doubled down on trying to please him, momentarily popping free of his dick, wrapping her impossibly soft marshmallow titties around it, mashing them about his shaft to envelop it entirely as she suckled on his head. Her partners did the same, suckling happily on his meat in a noisy manner.

He grunted and instinctively bucked his muscular hips. “I-I won't last long like this,” he warned them, pulsed inside their heated mouths, already almost his limit. They didn't seem to mind, rubbing his cocks between their bouncy tits as they blew him.

Small spurts of precum leaked onto their tongues, soaked into their taste buds, the slime sliding around their mouths.

Unable to hold back anymore, he closed his eyes and groaned. His members repeatedly throbbed, he patted Rarity to warn her, and still, none of them pulled away. The tips throbbed and exploded in hose-like sprays.

Blast-after-blast rushed down their throats, coated the roofs of their mouths, with such speed and force their cheeks quickly ballooned out, and the excess exploded out their nostrils. But after so many sessions with him before, they were used to such treatment and were quickly able to take it, yanking back and sticking out their tongues to take a heated facial.

More ropes erupted across their manes, all over their blushing faces as they moaned and cooed, all over their titties, which they continued to mash between their hands. Soon they were absolutely drenched in his virile seed as he emptied his balls.

“You sure were pent up,” said Coco, who tittered and licked her glazed lips.

“Genetically altered myself to boost my libido,” he reminded her. “Did the same to my dolls, too.” He chuckled and blushed as he rubbed the back of his scaly back, unable to help but look with pride about how he'd marked the nude threesome.

They shared his seed between them, designed to be addicted to the taste and texture of his spunk. Rarity knew it was the artificial bodies they were housed in pumping their brains full of chemicals to reward them, making them more submissive and lustful, but like an addict, she refused to restrain herself significantly since the Element of Generosity responded.

Still, it wasn't quite enough. “Sorry, girls,” she said as the threesome shared a lusty smile. “Looks like we'll have to do more.”

*****

Despite the combined efforts of the casters, the invisible barrier they wove crumbled over time, shrinking to maintain its integrity under its constant batter from all directions.

“Mom!” Cried Beatrix as her mother finally slipped unconscious, so proud of her newly found prowess she had constantly pushed herself to the limit to try and keep up with her more seasoned daughter.

“I...can't hold on much longer either,” Oona said through strained breaths, catching Trixie as she slumped beside them. The lingering effects of her abuse under their adversary became more visible all the time, drained of color and barely able to stand.

Yet she continued to push herself, reminded that more would die to a foe who was her responsibility if she abandoned the field.

The helicopter above shuddered. It started to whirl out of control, spun haphazardly, its onboard AI seized by its hacker.

“Abandon ship!” Yelled Rebel Spike from below as it sailed closer to a building. Thinking quickly, Rainbow Dash sprang into action, swooping into the chopper and scooping up Flutterbitch and the pilot, as the shaken vehicle continued to careen.

The crash and fiery explosion rocked the area. Its wreckage cast a glow over Dash, who gently set the pair down. “Whoo,” she breathed and wiped her sweaty brow, relieved to see they were okay as her metal plume closed. “Wait a sec, where's-”

“I'm fine,” said Tree Hugger, who was enveloped by Beatrix's aura and carefully set down. She rushed to Shy's side and looked to Lady Ewe. “Can't you, like, do anything more to help her? Please...”

“I truly wish I could,” admitted the dream shaman, the entourage forced to stop as Beatrix was further forced to recede the radius of their protection now that she was practically on her own. “But as you can see dear, I can barely help myself.”

“Damn it. If only I knew how to heal. Should have taken Bellatrix with me on this one,” muttered Beatrix to herself.

“We're really screwed now,” said Spike as they were forced to draw in close around them. The moment the shield shattered, they would be assaulted from all sides and torn to bloody shreds. “No choice but to hunker down here and hope for the cavalry, huh?”

“Looks that way,” replied Dash who snarled. “Anyone got a backup plan?”

“Afraid not,” grunted Babs Seed, who studied an explosive wrapped in her hand. “Sure, I could take out the whole block with this baby, but that would hardly put down the Dragon Lord's body. Not to mention the bastard who's behind all this mess! Fuck!”

Sweat droplets beaded on Beatrix's brow and rolled down her face. She blinked a few times, and the world blurred before her, barely able to stay conscious. She, too, was at her limits, despite the experience of numerous adventures under her belt.

The platform had rolled to a stop and acted as a blockade. Most of the crew took shelter behind its mechanical bulk. Vinyl Scratch loaded in the last of the shells, most of her ammo almost spent under the constant siege. Magic bullets curved and expanded on impact from within into mountains of liquid metal slime that hardened as they blossomed, yet that supply dwindled, too.

Beatrix swallowed hard and turned to her stricken mentor. Was this really the end...?

*****

“Ah...oh...” Pleasured moans filled President Spike's ears, his trio of lovers barely able to mash close on his lap as his cocks filled their cunts. They exchanged kisses with him, and each other felt the heat that rolled off his well-cut musculature. The tiny fleshy ridges scraped at their insides, tickled their tunnels, clamped, moist and spread wide open.

He'd lost track of how many times he'd taken them, only able to keep up with their insatiable libidos due to his own enhancements and the pills he took to increase his stamina. Of course, he'd pay the price for that later, but it was worth it!

His hands wandered all over them, scooped up handfuls of supple flesh, fondled and toyed with it. Each time they climaxed, or he spent himself inside their wombs, the Element of Generosity shimmered a little brighter, to the point it was almost blinding.

Coco sleepily whimpered, “Th-think that finally did it...?”

“I sure hope not,” confessed Sassy, who laughed as he delivered a playful spank to her ass, sandwiched between the girls.

“I...could get used to this,” wheezed Rarity, whose face was thoroughly flushed. Since they were sex dolls, the reward centers in their artificial brains were wired to light up when they pleased him or whenever he helped fulfill their baser needs.

“Almost...there,” he gasped and pulsed inside them. His seed was loosed for the third time in their wombs. The ship started to pull to a stop, their triumphant arrival back in his city at hand. Reluctantly the trio slid off him, and they reluctantly wiped themselves and shimmied back into their skintight attire, while he too slipped back into his fancy suit.

Once the Elements were gathered up, the threesome headed outside. They needed to act quickly, the President aware that their nemesis could seize control in moments despite the most advanced protection available onboard.

To his relief, it appeared everyone was still alive. “We're here,” he called over the area as he hopped down.

“You really did it,” cried Dash, who dove and plucked up the Elements of Loyalty and Kindness. “Hell yeah!”

“We don't have Twilight Sparkle,” said Rarity, who tossed the Element of Magic to Sunset Shimmer. “Will you-?”

“I'll try,” she said and held the orb to her bosom, thankful that she hadn't ever taken any cybernetic enhancements as she feared they would interfere with her innate potential. “Question is, will it find me a worthy bearer...?”

“One way to find out,” replied Babs, whose pupils dilated when the Element of Honesty was chucked to her. “Hey, I know I'm pretty blunt, but you really want me to try this? Well, I'll take my best shot.” She shrugged.

That left the Element of Laughter, who the DJ claimed with a wide smile. They decided she was the best candidate of those present, always known for her wild parties at her club that filled everyone with cheer.

As if on cue, the Elements of Harmony started to shine, and likewise those who held them. The warmth caused Fluttershy to stir, and she sat up, unable to believe that after all this time, what they once believed was lost forever had been unearthed.

The six bearers started to rise, carried by an ancient power that was unlocked once more. A brilliant rainbow shine rippled all over the block and continued to spread. Gasps sounded from all over; evidence of magic's triumphant return is undeniable.

Tears rose in Sunset's eyes once she floated at the center. “Okay, everyone, are you ready?” A soothing sensation washed over the six of them who nodded in unison, felt the magic that made up the old, lost Equestria surge throughout their entirety.

The six of them unleashed a storm of rainbow lasers that rippled across the neon sky. Beatrix's pupils dilated while she and the other bystanders watched. Greenery sprouted up all over wherever the rays crossed. A quiet storm broke.

Winds rolled through the streets, and a gentle rain patted down. It contrasted the violence of the colorful rays that ripped into machines, short-circuited them in a buzz and spatter of sparks, civilians safely plucked up and placed aside by ancient mysticism.

Most spectacularly, the Dragon Lord's body shuddered under the impact. The creature hissed and bristled under the intensity, smoked and shook, left to haplessly breathe flames while its bulk swiped and snapped at its primordial assailant.

Inevitably the monstrosity was vaporized in a blinding flash. Cheers erupted from all over at the brilliant display of pyrotechnics.

The current bearers of the Elements of Harmony lowered to the ground, no longer encased in the shine. They breathed heavily, their reserves currently spent, while around them, nature continued to rapidly sprout all across the metallic metropolis.

For the moment, the orbs dimmed until they were needed. Rebel Spike punched the air. Any traces of warfare in the distance had died down, fires smothered by the Elements, and party music sounded from the platform in flashes of neon lights.

“Hell, fuckin’ yeah!” Babs shouted, firing a celebratory round into the sky.

“We did it!” Rebel Spike howled.

“Is it finally over..?” Beatrix asked.

“Not yet,” Oona shook her head. “Varys remains a threat. He’s around here… somewhere.”

Dash said, “Then let’s find him and finish this once and for all!”

Spike embraced his lovers before he approached the remains of the Dragon Lord monstrosity. He could faintly feel the power of his lineage, calling forth for a worthy successor. The familiar hum vibrated through his body, his pupils taking on their reptilian slits. His hand hovered over, ready to absorb the power until…

SCRAAAAAAAAAAAAAAAOOOOOOOOOOOOOONNNN!!

A metallic scream the distance silenced the celebration, echoing from above as everyone whimpered in concerns. Spike growled, looking for the source until he detected the sound of jet engines growing louder and louder.

“SPIKE! ABOVE YOU!!”

Just in time, Spike jumped out of the descending creature, crashing into the ground. Onlookers yelped, backing away for safety. President Spike snarled as the figure, only for his gaze to widen in shock once the dark smoke cleared.

“No..!”

It was a horrible fusion of flesh, bone, and cybernetic structure—a wyvern skeleton with metallic skin, steel plates, and a restored bionic tail. Poisonous steam hissed from its joints, smaller parts vibrating and clicking to ensure things were functional. The skull wore chrome plates, giving it a beak while organic teeth remained intact. Hellish red sensors glowed in the vector, resembling the beast’s eyes. Adorning its shoulders were two firearms, one shaped like a ballistic cannon and the other a photon ray—the scraps of airplane wings attached to its forearms.

“NO!!” President Spike roared, glaring at the bastardized remnants of his ancestry. “WHAT HAVE YOU DONE!?”

The plague monster’s voice resounds through speakerphones. “Such immeasurable power is wasted on a mockery to the draconic lineage. Only through my technology and knowledge have I crafted a worthy vessel. Now everything you’ve obsessed over will belong to me!”

“Over MY dead body!!” The president roared, launching at the rearranged wyvern, fists bashing into the steel armor. But Varys shoved him back with a simple kick before firing a thin beam to ward off the angry dragon. The mechanized dragon corpse lifted its tail, a series of syringes hooked to tubes under the plating before one extended out like a stinger. And with little warning, the cyber demon jabbed it into Spike’s chest, the male dragon bellowing in agony.

“SPIKE!! NOOOOOOOO!” Rarity cried, she and her friends rushing to aid him only to be batted away with Varys’ tail.

“Don’t just stand there! Open fire!!” Babs shouted, and everyone with a weapon took aim to blast the metal bastard into smithereens. Yet each bullet bounced off with only dents and puncture wounds as the ballistic cannon fired multi-spread rounds at their feet. A second of delay, and each round exploded in thick toxic smog. Babs covered her face, shouting for them to fall back, with many succumbing to the gas with violent coughing. And soon enough, she too hacked harshly.

Beatrix and Oona flared up with what little magic remained, Sunset Shimmer unsheathing her plasma sword, ready to pounce at the Vice Lord, who snickered sinisterly. “Sentimental fools! How can you still hope to defeat me? You’re running low on magic, and now, even the Elements of Harmony are useless.”

“Not true!” Beatrix exclaimed. “As long as there exists magic, Equestria can still prosper! Your dystopia will never come to fruition!”

“Well, it is very fortunate you went to the trouble of finding those feeble trinkets for me. You may have temporarily brought life and magic back, but now I know where the source is. And once I dispatch you three, I will drain Equestria of all its magic until nothing but steel and pestilence remains!

“Never!” Lady Ewe brayed bitterly. “Your reign of terror ends, Varys!”

“Open your eyes; your demise is inevitable!” The metal wyvern screeched, sonic waves pulsing from its body while everyone covered their ears. Many mechanized yelling and screaming arouse as the countless people infected by Varys’ mutagen, crawling towards the survivors from a distance. Various fluids and corrosive acid leaking out their bodies, staining the restored lands.

Groaning right behind Beatrix caught her attention, her mother yelling in her exhaustion as her limbs began to morph and misshapen. Tentacles, feathers, and expanding flesh grew out of her limbs.

“MOM!” She cried.

“Ah. What perfect timing,” Varys noted, observing Trixie’s horrific disfiguration. “It appears the magic was too much for her to handle. With all the magical tissue I took to create those pills, the side effects are much quicker than anticipated. Marvelous.”

“Bastard!!” Sunset snarled, leaping towards the metal abomination, just as he turned to extract the Dragon Lord’s husk. A pained screech emanated as his hand had been severed, steel and flesh melting off his wrist before he retaliating with a photon beam, launching Sunset into the ground.

“Ceann Oga, listen to me,” Lady Ewe urged, gripping at the distraught witch as she helplessly watched her mother suffer. “We need to end this right now if we’re going to save your mother and everyone here.”

“B-but how? I-I can hardly do anything without magic, and it won’t be long until I become this…t-thing!”

“Shhhh,” the sheep shaman lightly held the unicorn’s face close, pressing her forehead to hers, which did the trick in calming Beatrix down enough. “We’re going to take Varys out in the dream realm. As long as he possesses that body, he’s nigh-invulnerable. Expelling him from the inside is our only chance.”

“O-okay…. I’m with you to the end,” Beatrix swore with a nod.

“You guys need a distraction?” Rebel Spike asked, clutching his arm. He had managed to avoid the ballistic shots while his comrades all suffered grievous burns. The sound of sickly groaning and the smell of bile made him cringe. “There’s no one else up to keep that thing away from the Dragon Lord.”

Oona nodded before urging, “Whatever you’ve got planned, do it now! We’ve run out of time!”

Chapter 14

Despite wounds that hadn't fully healed, Rebel Spike wildly sprayed his uzi at Varys in a constant rattle. It was unlikely mere bullets would do him in, but he wanted to keep the cyber demon distracted. Nonetheless, not even magically altered ammunition could penetrate his hide, presumably the Vice Lord's machinery able to nullify the enchantments. But they served their purpose as Spike closed in while the clip was emptied, a primal roar sounding from his depths as ragged fur sprouted all over him mid-leap.

“Filthy mongrel,” called Varys in a mechanical drone, discolored toxic clouds released from his suit as he fired a needle at the werewolf. Spike twisted to avoid what he could and rapidly swiped his extended claws, determined to buy his allies precious needed time.

“Never did know my place,” he spat back, barely able to hold onto his sanity, his rage breaking.

At the same time, a mechanized horde closed in on his companions. “I still need more time to prepare,” warned Lady Ewe.

“Gotcha,” answered Beatrix, who was forced to both attempt to keep up a barrier and weave spells to defend herself. But unfortunately, each time she cast an attack spell, she was forced to momentarily lower the shield around her and held her breath so as not to inhale the fumes...yet the touch of the poisons alone made her skin start to bubble and melt. “Ouch!”

To their relief, several companions rose to support the couple. A magic horn glowed on Sunset Shimmer's temple while she helped widen the mystic shield and said, “Good thing I didn't rely on cybernetics. They've been messing up our ability to conjure magic!”

“Count the Great and Powerful Trixie in too,” the woman in question announced and worked her own craft, a horn manifested on her temple.

President Spike realized that the Elements of Harmony had broken the Vice Lord's control over his systems and yelled, “All forces converge on my position! Concentrate fire on the main target!” Explosions rocketed around the mechanized dragon corpse, which shrieked when its razor jaws dripped an oily substance. It creaked with each movement and spat hellish molten flame.

Machines melted, spun from the air, were torched or smashed alongside the tossed-up streets. Chunks were ripped from the dragon's surface, the monstrosity aflame as it continued to tear up everything that was thrown it’s way.

“It's time,” announced Oona, who glowed as she unleashed her magic bubble trap, her Onoma. On activation, she, Beatrix, and Varys were surrounded by spheres that closed around them, sealed off from the outside world as they were knocked asleep and drawn into the dream realm.

Around them, their allies continued to defend them from the mobs that closed in...

*****

Everything was clouded in a sickly yellow-green in the dreamscape; the soil dried up, plant life shrivelled, unlike the luscious mystic flora that Beatrix remembered. She held onto her partner as the Vice Lord emerged to confront them.

“A reckless tactic,” Varys stated, nonplussed by the trap. “Your reserves have been drained just to force us here. And now, you're completely helpless, Oona. Do you honestly expect your foolhardy apprentice to triumph over my genius?”

“No, Varys,” Lady Ewe weakly stated, leaning on her dream catcher staff. “I expect Beatrix to conquer it. I trained her well, after all. I have complete faith she will defeat you!”

“Glad one of us does,” whispered Beatrix meekly, trying to psyche herself up to face down the mad doctor. The atmosphere around them swirled while a horn materialized on her forehead.

“Then let us test that faith,” the Vice Lord mused as two large needle-like blades erupted from his coat sleeves. Stylized to look like syringes, hot orange liquid flowed through tubes connecting his back. More peculiar was the robotic tail that slithered from underneath his robe, acting as a third arm. “Don’t worry, Beatrix Belladonna. I plan to make excellent use of your corpse!”

Growling, Beatrix’s hands emitted her magical aura as she began wildly firing off her strongest spells. Expecting this, Varys raised a beehive-styled shield that easily deflected her casts. Sparks danced around him; fireballs, lightning bolts, gales, and hail cast aside and struck the ground around them. Unimpressed, he rushed her down and extended two syringe arm blades.

She yelped and jumped out of the way, barely able to avoid his precise, controlled swipes. So focused on preventing his twin needles from reaching her vitals, Beatrix almost forgot about his other appendage, turning just in time for his iron tail to slam her into the ground.

“Keep on your toes, Ceann Oga!” Oona pleaded, “Varys can’t activate his Onoma until he’s infected you. Just remain cautious, and you’ll overcome him! I know you can finally put an end to this!”

The cyber demon uttered a humourless laugh. “You may have an advantage in this magically attuned realm, child. But my experience is far greater!” Varys drove the witch towards a corner, her back against the solid stone, his blade arms stabbing through her cape to pin the unicorn. With his subject caught, he detached his arm free to seize her throat, squeezing the life out of her.

“A-aaagch!” Beatrix choked, kicking uselessly at his steel body as his tail poised by her neck, the syringe tip looming closer to her jugular.

“Relax,” Varys ordered calmly. “This was an inevitable outcome. Flesh holds you back, where machinery will make you better. Once I’ve cured the vessel, your inner beauty will shine through.”

Rather than simply kill her, the Vice Lord sought to corrupt her. There was potential for Belladonna to become a valuable pawn, should he successfully taint her. Without further hesitation, he jabbed the syringe into the unicorn’s neck, watching her scream and flail while he injected his potent mutagen.

“BEATRIX!” Oona shouted, struggling to pull herself up, yet was far too weak to interfere.

“Imagine the work and adventures that await you!” The cyber demon proposed, continuing to twist her mind. “Power far beyond your current skills! An immeasurable pleasure to truly satisfy your hedonistic nature. Once I’ve liberated you, you won't be forced to hold yourself back anymore. That's what you secretly wish!”

Beatrix saw vivid visions pass through her mind as she felt the injection slowly spread throughout her system. She sat over a throne among her fellow Vice Lords, bathed in cosmic darkness. The entire universe remade to be her playground!

“No,” she sputtered, mustering enough magic to unleash a burst of explosive aura. Varys grunted upon being knocked back, and her back smacked into stone, confident it would leave a nasty bruise as she coughed and choked. Instantly she was on her feet, fresh spell readied.

“Inconceivable! I injected you with enough mutagen to corrupt you tenfold! How are you able to resist!?” The Vice Lord shrilly demanded answers in a rare moment of outrage.

“That is where you failed, Varys!” Beatrix declared, pointed at the Vice Lord dramatically before her confident expression fell to reveal her own blatant confusion. “Uhm.… Actually, yeah! How am I not a walking robot zombie?”

“Your spirit persists,” Oona explained, smiling weakly. “When one holds unlimited potential within their soul, not even the deadliest of nightshades may harm you. For all your knowledge and technology, Varys, it can’t hold a candle against pure spiritual magic. Something you actively refused to participate in!”

Fists clenched tightly, Varys glared down at the fierce witch, ready to rip her asunder until he noticed the glowing sigil below his feet. The Vice Lord realized this skirmish was all a distraction to buy the dream fuan time to complete her banishing ritual. His hellish visors turned to Oona, recomposing his posture. “I see.… It appears I severely miscalculated the power of one’s Onoma. Rest assured, I will rectify this error in judgement the next time our paths cross.”

“I’m sure you’ll have all the time to think about it,” Oona scoffed, tapping her staff down to enclose the magic circle that widened around the Vice Lord and shimmered. “Now begone!”

He didn't resist as his body began to slowly dissolve, offering little more than a slight chuckle. “Enjoy this moment while it lasts. Although you may have defeated me, my work for this planet can never be undone. I look forward to the results that’ll prosper. Until we meet again...”

With that, Varys vanished, permanently banished from this plane of existence. Expelled from this universe, color and life started to return around them, the dream realm once more tranquil.

“W-wow! Did we…do it?” Beatrix asked, powering down and rubbing her neck. Whatever trace of the mutagen had also faded. She eyed the azure sheep, her beloved mentor, with a wide smile.

“Aye, that we did. I'm proud of you,” said Lady Ewe, who strolled up beside her. “Let us return to the world proper.” She touched her arm, and their eyes closed as they left this plane behind them and returned to where they belonged.

*****

The wyvern creaked once it rusted and crumbled to dust. A similar fate followed what was left of the Redcaps, Flower Children, and other pawns twisted by the Vice Lord, his influence lost. Beatrix and Lady Ewe stirred the armor that once housed the Vice Lord, now empty. Both of them took a moment to survey the ruins, filled with a mixture of relief and melancholy at the results.

Beatrix pursed her lips and wondered aloud, “What will happen to this world?”

“I think it’ll be fine,” assured the dream shaman who clasped her shoulder. “Despite what Varys believes, this planet can be renewed with the right amount of wisdom and leadership.”

“We'll still be here,” added Rebel Spike, offering a thumb's up. He forced himself to sit and recover as he'd transformed back into a man. “Looks like the toxins dissipated, but it's too late for those who breathed them in.” He chuckled weakly.

Sunset shook her head. “There must be some way!” She stared at the Element of Magic in her palm, now cool to the touch. Its power was ultimately tapped out for the moment despite her efforts. “Damn it! Don't tell me a bunch of our friends will die by such a dumb-”

“Hold up everyone,” interrupted Tree Hugger, who revealed a ln innocuous vial. “Got a sample of the cure right here.” She blushed and remembered a kissed swap with Flutterbitch, the contents spat into the vial for later use. “Is there time to, like, synthesize more of the antidote?”

“Shouldn't take much time,” assured President Spike, who observed over a hover ambulance. For the moment, the plague victims were to be kept in stasis to slow the spread of disease, until a widespread solution could be made available. Rebel Spike sleepily smiled at his double before he was placed in a cell, flash frozen for the moment to be released when it was safe.

Babs Seed lit up a cigar. “Another mission accomplished. Swell. Not sure what to make of this new world, though.” She took in all the vegetation that had developed over the buildings, barely able to remember what the old Equestria looked like. “At ease, B.A.B.S. We're all overdue for some rest.”

She and her crew also studied the city they called home, as a new era dawned...