Author's Note

Happy Halloween/ All Hallow's Eve 2023 everyone.

I tried to get it out before the Spooky month ends but, eh, stuff happens.

Enjoy and thanks for reading.

Super Freaks

The halls of the Canterlot palace were as quiet as a tomb. Granted, there was normally very little activity in the capital ever since the onset of Night Everlasting. The majority of the palace denizens were staff, guards and the occasional visiting supplicant. The majority of the civilian population remained in the metropolis, carving their own little piece of Benighted Equestria for themselves. Now, however, orders had gone out to lockdown the palace and confine all non-essential staff to their quarters. The guards had been put on alert and instructed to report any and all sighting of a rogue Umbral thestral.

“Don’t you think all this is kind of overkill?” A patrolling bat-pony asked his partner as they turned yet another empty hall. “We’ve had bat-ponies go Umbral for months now. What makes this one special?”

“If I had to guess, this one is one of Her Majesty’s ‘New Populace’.” The bat-mare said in a near whisper. “They took to the juju a little too well and are now on a rampage.”

“Yeah, that tracks.” Her compatriot nodded in agreement. “Speaking of, are you going to join them? The ‘New Populace’, I mean.”

“I think we all will at some point.” She scrunched up her nose in thought. “But as an early member… I probably would. I saw the Champion in action at the Stratofortress and I gotta say: hot damn!”

“Heh, if I had a bit for every guard that wanted a piece of the champ-!” The guard fell silent as a muffled crash caught their attention. “Did you hear that?”

“Yeah and I doubt that was the wind.” His partner gripped the hilt of her sword as a clattering noise sounded out from behind a set of doors labeled ‘Dining Hall’. “In here.”

The pair stacked up on the entrance and waited for a moment. There was a tense silence that was broken by a loud metallic clanging followed by a blood curdling shriek. Who or whatever was inside was not happy.

“Think we found our renegade.” The bat-stallion grimaced. “On three?”

“Two… one…” The thestral mare counted down just to mess with him. “Go!”

The pair burst into the hall fully expecting a fight only to be greeted by nothing. The long gallery was dark and seemingly unoccupied. The only source of light was the baleful glow of the full moon streaming in through the windows. Upon closer inspection, the keen-eyed guards noticed one had been smashed inward with glass littering the floor. On the sill and across the stones were claw marks; whatever had broken in had scrambled across the room, overturning a few tables in the process. A large equine figure was slumped over one of said tables, a mess of food scraps and cutlery scattered around it. The bat-stallion cautiously approached, unsure if this was their intruder or not. Upon noticing a horn atop the pony’s head, he let out a sigh of both relief and frustration.

“It’s just one of the nobles.” He said as he turned over the rather corpulent patrician. “Appetite beat out lockdown orders, huh, tubb-!”

The noble gazed up at him with sightless eyes, the color drained from a face frozen in horror. Her finery was riddled with claw marks; a sign that she had fought back however futilely. Two sanguine pinpricks on her thick neck stood out against her near white coat, bringing all rumors and tales had had ever heard about his Umbral compatriots to the forefront of his mind.

“Nightmare, preserve us.” He said in a fearful whisper as his partner joined him.

“Knight’s not going to like this.” The bat-mare muttered as she stooped down to inspect the body closer.

She noted that the blood was stiff fresh and the body still held a hint of warmth. The rouge had drunk deeply but given the amount pooling on the floor, it had deigned not to finish either due to their intrusion or unsatisfaction. In either case, if her limited understanding of the secretive elite of the legions was true, it would seek further nourishment.

“Looks like it went for seconds at the all-you-can-eat.” The bat-mare indicated a few crimson claw marks that lead away from the body. “Nothing we can do for her, let’s go.”

The thestral guards drew their swords as they followed the trail toward the buffet. The intruder had thrown open the empty heating pots clearly looking for sustenance before making its way to the kitchen in the back. Their tufted ears caught the faints sounds of movement along with almost animalistic panting. Taking a breath to steady their nerves, the two quietly pushed past the double doors into the prep rooms.

“Moon above.” The bat-stallion gasped as he beheld the state of the kitchen. “Something was hungry.”

Much like the buffet, the appliances had been torn apart by the intruder until they had reached one of the coolers. The heavy door had been ripped straight off its hinges, allowing a cool mist to waft out. Inside was a veritable fruit and vegetable massacre; desiccated husks, gnawed cores and piles of seeds lay amongst the ravaged shelves and eviscerated boxes. A spoon clattering on the ground ripped their attention away from the cooler just in time to catch a flash of cameo disappear back into the main hall.

“If it just ate…” The thestral mare said with evident dread. “…then we know what’s next on its list.”

“We should report in.” Her partner seemed to share her trepidation. “Remember how many of us it took to keep Commander Knight down when he first turned?”

The two retreated back the way they came, hoping that the renegade had moved on or had not noticed them. They stealthily moved past the buffet and through the rows of tables, the bat-stallion barely registering that the noble had disappeared. It was only once they were within sight of the doors did their nocturnal senses pick up a soft sound akin to pillows brushed against each other.

“Is that-?” The bat-stallion asked only for the distinctive chime of magic to cut him off. “Down!”

He dropped to a knee expecting a flurry of incandescent bolts to fly overhead. Instead, an eerie crimson aura surrounded his partner’s neck. She barely had time to choke out a scream as she was yanked back across the hall. The guard skipped across a few tables before finally coming to a stop in the stout embrace of the not-so-dead patrician.

“What the hel-AHHH?!” The thestral mare screamed in pain as the noble chomped into her shoulder, fangs biting through her armor as her predatory eyes shone with carnivorous hunger. “GET OFF!!”

“Shit! I’m coming!” Her partner quickly stood up and broke into a sprint, vaulting over tables and chairs as he went.

He was a short charge away from his imperiled partner when something bounced off his helm. A quick glance downward revealed an apple core, gnawed down to the stem and seeds with barely a sliver of desiccated flesh holding it together. A sense of foreboding washed over him as he slowly shifted his gaze upward, his compatriot momentarily forgotten.

“Oh.” He said simply as he realized their supposed quarry had found him first.

In the darkness of the vaulted recesses, a pair of glowing crimson eyes gazed back at him. Every instinct screamed at him to run; to call for back up and medics to save his partner. An Umbral was more than a match for some smaller dragons let alone a single thestral. He could run back into the halls where he knew more guards would be patrolling. He could even fly out the window where at least he would have more space to maneuver.

The intense Stare compelled him to stay.

“I…I…” Even the guard’s tongue was paralyzed as the lurking figure silently dropped from the ceiling and alighted on the floor.

A cold sweat broke across his brow as blood-stained fangs gleamed in the moonlight. The clip-clop of cloven talons sounded like a death knell in his ears as the figure approached. The predatory eyes commanded his attention, forcing him to crane his neck and eventually fall back on his tail as the looming chiropteran equine entered the moonlight and stood over him.

“Y-you…” He managed to gasp out as he recognized the mare.

An amused chitter was her only response as she stooped down to his level. Vicious claws reached out and raked across his armor, seeking and then severing the belts that held it in place. The same occurred with his greaves, leaving him in just his underclothes. He felt a slight pain as the claws traced along his jaw and slid his helm off. The claws then dragged down his neck to his chest and forced him on his back with a slight flex. The statuesque mare then crawled over him, effectively pinning him to the floor under her truly extraordinary endowments. A sick sense of arousal warred with mortal terror as he felt a claw travel southward.

“Hush now~” The vampiric mare’s command seeped into his mind like sweetest nectar, drowning his fear in a sea of bliss. “Quiet now~”

The guard was faintly aware of his stallionhood being exposed to the air and the beautiful ruby eyes leaving his longing sight. Warmth like a heated blanket on a cold winter night enveloped his being followed by a sense of rapture he had not felt since the Nightmare’s return to her faithful followers.

Then he felt nothing at all.

It was another peaceful night in the capital city of Canterlot. Life was slowly but steadily returning to the mountainside metropolis as imperial citizens settled into a new yet familiar normalcy. Merchants hawked their wares in market squares while workers reported to their shifts. Imposing legionaries still patrolled the streets but the stigma of an occupying force was wearing away as the commoners grew accustomed to their presence. Such was the extent of their integration that when the Imperial Champion flew above the rooftops, some offered friendly waves and even a few cheers rather than scatter in fear like vermin.

“I think the stunt I pulled with Nightbolt helped with that.” Spike mused as the scattering a praise warmed his heart. “Hmm, I wonder if this is how Empress Moon feels now.”

“Mmm~” A sleepy hum from the passenger cradled in his scaly arms caught his attention.

Applejack, or rather the New Earth Pony that had once been the Element Bearer of Honesty, unconsciously snuggled closer to the living furnace that was the tyrian dragon. The drake had to admit that even with the sylvan affects growing out of her, she slept cute. He was still not sure how to explain what had transpired in the Everfree to the others but he would cross that bridge when he came to it.

“Which would be right about now.” Spike thought as he approached the looming palace. “Huh. Looks like the Dashs are on patrol.”

Lightning flecked prismatic contrails crisscrossed the airspace around the moonlit edifice. Wings of considerably slower legionnaires flew amongst the many towers, evidently searching for something or someone. One of the sapphire speedsters peeled off and made her way toward the dragon. The prismatic mare nosed over in a showy maneuver before she pulled up alongside him and matched his speed.

“Hey! Big sexy! Was wondering when you’d get back!” The uniformed Dash called out. “We got a bit of a problem! Emergency meeting in the Crystal Wing! You can get a pot for that plant thing later!”

“She’s- Rrrm.” The Champion tried to reunite the old friends but the Herald had already zoomed ahead. “Fine.”

“I have a sneaking suspicion this involves Fluttershy.” The New Dragon thought as he banked toward the crystalline abode of his beloved Vanity. “Or maybe Discord pulled himself together.”

Following the prismatic contrail, Spike weaved between the towers until he came to a balcony overlooking the countryside. He could make out several equines standing on it; chief among them was the imposing figure of the Empress of Eternal Night herself. Feeling a pang of worry in his gut, the Champion alighted on the balcony along with Dash and immediately knelt, minding that he did not break his snoozing passenger over his knee.

“Welcome back, my Champion.” Nightmare Moon bid him rise in a collected tone. “You brought back a tree?”

“Uhh…” Spike shrugged as he straightened up a revealed his prize. “Sort of.”

“Is-! Is that Applejack?” Dash raised her flight goggles and looked over the sylvan spriggan. “The fuck happened?”

“Don’t know.” The tyrian drake admitted.

“She’s already been Benighted, it seems.” The inquisitive imperial Dapifer Nightshade was already scribbling something down on a clipboard. “Perhaps the tantabus awakened something that was already there?”

“I think I would remember something like this happening.” The dragon searched his memory and did not come up with anything beyond his temporary honor-induced servitude to the apple farmer. “We probably won’t know until she wakes up.”

“We will have time to investigate this anomaly later.” Moon put a pause on their inquiry as her long horn ignited and enveloped the latest addition to her New Populace in her cyan magic. “For now, we have a problem with the one known as Fluttershy.”

“And here I was hoping for a chest of gems and a cozy snuggle with Vanity.” Spike mentally lamented as smoke escaped his nose in a tired sigh. “No rest for the wicked, I suppose.”

“Long story short; after Knight and I caught ‘Shy and Mac…” Dash headed off any questions by surmising what had transpired. “…’Shy took a hit of the good stuff, decided she was tired of being nice and that it was time to go bat shit.”

“Uhh… aptly put, Herald.” Nightshade looked like she wanted to correct a few things but decided against it. “Commander Knight is leading the hunt but has suffered casualties.”

“You, my Champion, are to assist in her recapture.” The Empress ordered as she lifted Applejack out of Spike’s arms and held her limply in midair. “She has proven beyond my guards’ ability but I expect you will have greater success.”

“Very well.” The tyrian drake nodded his assent even if he knew it was irrelevant to the almighty Alicorn. “Where do I start?”

“The guards picked up her trail near the lower levels; she’s been hitting kitchens and mess halls so far.” Dash answered as she donned her goggles again. “Me, myself and I are on the perimeter making sure she doesn’t leave the palace.”

“Commander Knight is in the east wing cafeteria.” Nightshade added almost absently as she orbited the floating timber-jack, pen furiously scribbling. “I’d check in with him first.”

“Right.” Spike rumbled as he ran a claw through is fringes in thought.

“I have the home field advantage and back up this time.” He mused. “But I’m also running on empty and if super ‘Shy is strong enough to have Moon spooked, this might be tricky.”

“Once you have the renegade, bring her to the throne room.” The Empress of Eternal Night waved a dismissive hand as she turned to leave. “I will see to it that she and her friend here are properly integrated into the Empire.”

With that, Moon sauntered into the palace along with a still slumbering Applejack. Nightshade followed just behind them, muttering theories and possibilities all the while. Spike, not one to squander the opportunity or avoid indulging in petty perversion, watched them depart with keen attention to their flanks. Dash seemed to share his predilections as she rested her head on his should while her gaze switched from tight business attire to sheer regal gown to bare fur and bark.

“Hmm, with her proportions, AJ is more pronounced but Moon is bigger overall, being an Alicorn and all.” The sapphire speedster whispered slyly. “As for Nightshade, well, ‘thicc’ as she is, it’s really not fair for her until she gets some tantabus in her like the rest of us.”

“After tonight, my tastes are all over the place; big and bubbly, tight and firm, thick as oatmeal…” The dark drake thought as he sneakily reached up and grabbed a clawful of spandex-clad Dash. “… and of course, tomcolt fit.”

“Yeah, mine’s pretty awesome.” The New Pegasus grinned wolfishly. “I’d offer a quickie but we gotta stop ‘Shy from eating everypony.”

“Maybe later.” Spike agreed as the Imperial Herald pushed off from him. “Lead the way.”

The sapphire speedster slipped off the balcony and spread her wings, catching the wind beneath them and settled into a lazy glide. The Champion followed right after, snapping a piece of a crystalline tower off for a quick snack as he went. As he munched on the crystal, the tyrian drake tried to recall all that he knew of thestrals from his time as Sparkle’s assistant.

“They’re an omnivorous derivative of pegasi; exchanging speed and weather manipulation for strength and nocturnal senses.” The Last Princess’ voice echoed in his mind, filling him with bouts of both whimsical nostalgia and seething resentment that he attributed to his new nature. “Some of the early pegasi tribes made their homes in caves and caverns rather than cloud polis where they gain their chiropteran traits from the fauna that dwelled among them. Pre-Equestrian magic is weird like that.”

Trivia that was more relevant to the current situation involved the infamous Umbrals. As the elite of the already secretive Night Guard, little was known about them beyond rumors and hearsay. It was only after Empress Moon used them as the vanguard of her usurpation that a concise effort was made to learn about them if only to look for weaknesses. One fact that the Equestrian remnants had dug up was that due to their belligerent and predatory nature, Umbrals were once placed in a deathlike torpor by royal edict and only awakened when the need arose.

“Empress Moon ripped up that decree, obviously.” Spike mused as he weaved between towers and spires. “But if we still have whatever they used to put them to sleep around, we could use that to knock out ‘Shy.”

The New Dragon continued to follow the New Pegasus’ contrail down to the ground level of the palace. There was little of note here beyond disused plazas and abandoned parks that had been left to decay once the iconoclasts had completed their ruinous work. The fallen knight recognized the old statue garden where he had made his final stand as a Hero of Equestria all those months ago.

“Thought I’d go down fighting only to catch a cheap shot from Vanity.” Spike thought with a wry chuckle. “Hope she’s doing alright; haven’t had the chance to check in with her.”

Dash brought their trip to a quick stop in an empty courtyard connected to one of Canterlot’s many halls. A small squad of thestral guards snapped to attention as the pair circled above them for a few moments. The tyrian drake alighted on the ground while the Herald remained airborne.

“I got to get back to my patrol. Knight should be just inside.” The prismatic Pegasus said as she pointed to the doors behind the guards. “Anything else or do you got it from here?”

“How’s Vanity?” Spike asked while he had the chance.

“Oh, she’s with the me you knocked up plus some snobs in the Crystal Wing; she’ll be fine, Spikey-wikey.” The multifaceted mare assured him with a smirk. “See you later… unless Flutterbat sees you first! Bah-hahaha!”

“Hur hur.” The Imperial Champion laughed mirthlessly as the cavalier New Pegasus zoomed out of the courtyard.

The door guards saluted the New Dragon to which he acknowledged with a nod as he entered the structure. His keen senses caught the faint smell of fresh produce along with the coppery tang of spilt blood. He also detected a lingering salty-sweet musk of sex. Spike wondered if Knight had decided to take a break from the pursuit with one of his troops when he entered the ransacked dining hall proper. Bins containing piles of crushed, desiccated and otherwise ruined food were being fed into a compost heap while several thestrals worked on getting the hall back in order. In the middle of the hall beside three ominously covered gurneys stood the Umbral Commander himself and one of his legionnaires.

“…tail and report but do not confront her.” Knight instructed urgently as Spike came within earshot. “We can’t risk losing anymore to her.”

“As you command, sir!” The bat-pony snapped a salute before she about-faced and nearly smacked into Spike. “Oh! Excuse me.”

“Champion Spike.” The bat-stallion greeted professionally as the flustered thestral sidestepped the hulking dragon. “Long night?”

“Hrm.” The dark dragon nodded as he considered hunting down an ice block to alleviate the ache in his loins that refused to shift. “You?”

“Getting there.” Knight sighed heavily. “I take it you know of the Fluttershy situation.”

“Mmhmm.” Spike nodded again before he indicated the gurneys. “Who were they?”

“Two of mine and a supplicant that broke curfew.” The Imperial Commander turned and uncovered two of the supine figures. “The latest additions to Miss Fluttershy’s growing tally.”

The Imperial Champion looked to find a pair of bat-pony guards, a mare and stallion. The armor of the former had been shredded while the latter appeared to have been stripped purposefully, exposing both of their deathly pale bodies to the air. Twin pinpricks marked their necks with a thin trickle of sanguine staining their once dusky coats thought the mare had a less subtle bite on her shoulder. Her face was contorted in terror while her companion bore an expression of bliss as if they were parodying the tragedy/comedy dichotomy. It was clear they had both been ravaged but in very different ways as the stallion’s length was standing tall and proud, the flared head swollen and bruised.

“Poor bastard had his soul sucked out through his dick.” Spike inferred with a mix of sympathy and envy. “Doesn’t look like he fought back so… did she Stare him down?”

“At the very least he died happy.” Knight sighed as he recovered his fallen troops. “I’m fairly certain Miss Fluttershy gave them the bites on the necks but this gave the mare the shoulder wound.”

The Commander drew back the sheet of the third gurney, revealing a rather heavy-set noble unicorn in what was once regal finery. It was impossible to miss the sword sticking out from her chest, a standard imperial issue blade if the New Dragon had to guess. She was also caked in blood from the many wounds across her torso. Upon closer inspection, the tyrian drake noted her unhealthy pallor and the fact she had taloned fingers and cloven hoofs. Knight must have guessed his train of thought as he hooked a digit into her mouth and pried it open, revealing the unicorn’s bloodstained fangs.

“A thestral unicorn?” Spike tried to think of any time he may have heard of or read about such a thing but nothing came to mind. “That’s new.”

“Indeed.” Knight said with an undertone of concern as he recovered the body. “Unless there is a secret conclave of baticorns that even we haven’t heard of, it appears Miss Fluttershy can induce a transformation in others somehow.”

“Like a vampire?” The dark drake ventured.

“No, not…ugh. Normally, I would say no but as she is a ‘New Thestral’...” The bat-stallion pinched the bridge of his muzzle in consternation. “Vampire may work for her but not the average thestral; not entirely.”

“Oh?” The dragon prompted the gold-eyed bat-stallion to elaborate.

The Imperial Commander explained that while every thestral has been blessed by the Night as Her guardians, they can embrace this gift even further and become Her hunters. Most describe it as a thirst that lingers in the back of their minds, easy enough to sate with a regular meal or ignore with busy work. However, it grows more powerful with advance age or instances of intense stress such as battle.

“In my case, it was magically induced by Empress Moon upon her return.” Knight said as his leathery wings twitched subtly. “It was… horrifying… yet liberating.”

“Makes since that she can do that.” Spike mused to himself as he glanced at the covered bodies. "With her leather/feather wings and teeth, she is probably part thestral."

Regardless of the time and means, once a thestral has fully embraced their gift, they enter a period of frenzy where base instincts override logic and reason. This necessitated them being subdued and imprisoned less their rampage go unchecked. Rather than let them waste away in chains, they found purpose and discipline in military matters.

“Thus did Princess Lu- the Pretender –create the Umbrals; the elite of the old Night Guard.” The Commander said almost regretfully. “Hence why we are usually just called Umbrals but I think that’s like using a profession as a species. Also, I recently learned that umbrums- what Sombra was –exist and I can see how the two would get confused.”

“I always thought Sombra was just a juiced-up unicorn.” Spike could not help but wonder if the thestral was just messing with him. “If there are really more like him, that might be a problem... or a boon.”

“Nightshade and I have been thinking of a better name for us. I’m partial to sanguinaries; a portmanteau of sanguine and legionaries.” The ‘sanguinarie’ thestral looked to Spike for his opinion who just shrugged. “Well, we might get stuck with ‘vampire’ anyway. Getting back to that…”

After his quick tangent, Knight explained that his ilk enjoys preternatural strength, reflexes and a degree of longevity which makes the initial frenzy all the more dangerous. In time, they would regain control of their faculties but would remain notably ravenous, belligerent and licentious regardless of how demure or refined the thestral was before. So far, the one notable exception was standing before the tyrian dragon.

“Those traits make for fine warriors but not a stable population.” Knight concluded seriously. “Our current trajectory is a nosedive into monstrous barbarity and eventual extinction; not something I imagine Empress Moon wants for her cold, dark but gentle world. So, as you can imagine, we have a lot riding on Miss Fluttershy’s successful integration at least until the Benighting process is perfected.”

“So ‘Shy’s bender is a result of the frenzy of new vampire powers plus the ecstasy of a tantabus enjoying the delights of reality.” Spike thought as he nodded in understanding. “Now we got to sober her up.”

“What about the torpor?” Spike asked. “What’s that?”

“Ah, yes. A deep dreamless sleep used as an alternative to a mindless frenzy for fresh sanguinaries.” The bat-stallion rubbed his chin in thought. “We usually used potions and I think I remember the recipe. The trick was getting one to drink it.”

“Hold them down?” The Champion suggested.

“If we had the numbers.” Knight grimaced slightly as he rubbed the back of his head. “Alternatively, we would have a, *ahem*, volunteer drink it and then have the sanguinarie drink them. The drug in their system would knock them out before they died… usually.”

“We’ll call that plan B.” The tyrian drake understood the Commander’s trepidation.

“While I’m thinking about it, drinking blood is about the only thing we have in common with vampires.” The gold-eyed thestral seemed keen on making the distinction. “We have reflections, can cross running water, garlic only works if you’re actually allergic and getting bit by one doesn’t-!

*SCREEEE!!!*

A soul-chilling screech echoed across the hall, cracking the glass in the windows and setting Spike’s teeth on edge. While he merely winced at the sudden onset tinnitus, Knight clapped his hands over his tufted ears and doubled over, fangs bared in a pained snarl. His troops fared little better with most dropping to the floor screaming in agony. As the harrowing call faded, two of the supine bodies suddenly sat up.

“Still alive?!” The dragon gawked as the not-so-dead bat-ponies slowly turned to look at him and the now recovering Knight.

Their comedy/tragedy recreation had been reversed with the mare now grinning hungrily at the Commander while the stallion hissed venomously at the Champion. There was no overlooking their now elongated fangs nor the tell-tale glow in their eyes as the new vampiric sanguinaires struck. In the blink of an eye, the bat-stallion lunged for Spike’s neck. To his relief, for all the feral strength of the vampire, his fangs could not pierce his scales.

“Get off!” The Imperial Champion roared as he grabbed his attacker by the tail and pulled.

Sparks flew from talons on scales as the dragon yanked the crazed vampire off of him. Still holding the fiend by the tail, Spike whipped him over his head and smashed him down into the marble floor. The feral thestral let out a dazed shriek which the tyrian drake cut off with a hard stomp on his face. With the bat-stallion now out cold, the Champion checked on the Commander. The sanguinarie mare had succeeded in biting into Knight’s neck and was drinking deeply with her eyes rolled back in her head in bliss. Before the New Dragon could render aid, the gold-eyed thestral suddenly tensed up and slugged his attacker in the gut. A crimson mess erupted from the bat-mare’s maw as she stumbled back, sputtering and coughing. With an animalistic roar, Knight repaid her in kind and viciously chomped down on her neck. Her knees buckled while her claws raked across the Commander’s armored back as if locked in a lover’s embrace. In time, the vampiric mare let out a pleased sigh as she went limp and Knight let her fall to the ground like a sack of potatoes. The Commander stood trembling as he stared at the mare as if contemplating whether or not he should finish his meal.

“Knight?” Spike asked cautiously, half expecting the formidable thestral turn on him.

“I…I’m here.” Knight snapped out of his haze yet unconsciously licked at the ichor that now soaked his muzzle. “Like I said; frenzy.”

“Least this one stayed down.” The New Dragon gestured to the vampire unicorn that remained still.

“Hard to come back from a sword through the heart.” The Commander said as he prodded the corpse just to make sure. “Apparently, I need to amend what I said: getting bit by a sanguinaire won’t turn you into one unless said sanguin- okay, fine -vampire is imbued with a tantabus.”

“Between Timberjack and Flutterbat, Nightshade is going to have to write a whole book on the side effects of becoming Benighted.” The tyrian drake mused as he considered immolating the body. “Guess she’s doing that anyway. Reminds me of Twilight in a way.”

“So does this mean…” The dragon pointed to the slightly twitching bat-mare to the bleeding love bite she had given the Commander.

“I’m already one.” Knight pointed out as he covered the wound with a wince. “Can’t double up on it… I hope.”

“I thought I heard something about a vampire eating another vampire leading to something bad.” Spike thought as he doubled checked to make sure he himself had not been bit. “Or maybe I’m thinking of one of Pinkie’s tabletop games.”

“You there! Send word to the infirmaries that anyone who has been attacked by Fluttershy needs to be secured and sedated.” The Commander ordered a thestral who had just know recovered from the screech. “We got enough problems without her triggering a riot.”

“Y-yes, sir!” The still shaken guard managed a salute and took off.

“We need a plan.” Spike rumbled as he hefted the unconscious sanguinaires back onto the gurneys where guards strapped them down and carted them away.

“Well, I was trying to herd her into an ambush before this happened.” Knight huffed as he let a medic tend to the wound on his neck. “Hmm, do you happen to remember what her friends did the last time Fluttershy went batty?”

“I think I slept through that.” The dragon tapped a claw against his chin as he paced about in thought. “Pretty sure Twilight fixed her with magic after the rest of the girls baited her with…”

“A big apple.” The New Dragon’s eyes lit up as he realized what the renegade vampire would desire most.

“Manehatten?” Knight arched an eyebrow. “Did I miss something?”

“Macintosh.” Spike clarified. “Where’s he?”

“The dungeons in the undercroft where we keep the abominations.” The Commander grimaced as the medic finished her work. “I’m still lost; why would Fluttershy want the Apple sibling?”

“Who doesn’t?” The New Dragon grunted.

“Ohh, I see.” The thestral refreshed his memory of the salacious rumors surrounding the big red farmer and his eligibility as a bachelor. “I doubt Mister Macintosh will cooperate but that really isn’t a factor.”

“Stake him out in a field for her to find.” Spike plotted aloud before he remembered baiting the trap was only one component. “And the torpor?”

“I can shake down an apothecary for the ingredients.” Knight said after some thought. “Still the problem of getting her to drink it but we’ll cross that bridge when we get to it.”

“Backup?” Spike gestured to the other thestrals.

“Bringing in more would be a liability if she can make them go berserk.” The Commander shook his head and regretted it as the bandage strained. “Between a bull drake and a veteran sanguinaire, the two of us should suffice.”

“I am a bit more worried about you.” The Champion gave the thestral a sideways glance. “Sure, you shook off the crazy this time but you nearly chewed that mare’s head off before you did.”

“I’ll prepare the potion while you collect Mister Macintosh.” If Knight noticed his expression, he ignored it. “We’ll meet in the dungeons and find a good spot for our trap afterwards. You may have to take point but I doubt she could get through your scales.”

“Why do his assurances leave me cold?” Spike decided to keep his further misgivings to himself as his new partner stood up and adjusted his armor before setting off. “Knight seems like a decent sort but it seems like he’s fighting against the tide when it comes to saving the thestrals from vampirism.”

The Imperial Champion blew smoke out his maw in a weary sigh as he decided to leave the hall via the shattered window. He took to the air again and flew off toward the closest entrance to the undercroft. He kept an eye out for the renegade vampire but beyond the earlier screech, there was no sign of her.

“She might be carving out a lair to roost in.” Spike mused as he approached the bunker-like ingress of the Canterlot underground. “Plenty of caves around plus there’s that giant cavern in Mount Canterhorn after the-!”

The New Dragon was snapped out of his thoughts by the state of the cavern entrance. The iron portcullis that once barred the way had been torn open, leaving an eye-shaped hole in the middle. Beyond the breach was a tunnel illuminated by glowing crystals that lead directly into the quiet underground. The deathly silence mixed with the chilly draft filled the Champion with a sense of foreboding.

“Either we have a prison break on top of everything or I was right about the semen demon being in the mood for apples.” Spike thought as he stepped through the breach and ran into the quiet depths. “Hope Big Mac is ready for his date.”

The dungeons of Canterlot had an infamous reputation even before the rise of the Usurper. The semi-natural cavern system was a leftover of the crystal mine that had funded the majority of the capital city’s construction. What had once been used for storage had been repurposed to hold the criminal elements of old Equestria. Even with its relatively forgiving courts, the old regime still had its share of bandits, rogues and worse. The equines assigned to watch over them were little better, often the dregs of the guard who were better off kept out of the public eye. Now with the ascendency of the Lunar Empire, the undercroft held new types of monsters.

“Sweet Sun above, what has Nightmare done?” Perhaps the one innocent soul in the dungeons muttered as he gazed out from behind bars at his ‘blockmates’.

Abominations, mutations and deviations snarled, roared and gibbered from their cells in a cacophony of noise. Big Macintosh knew these poor creatures were once friends and neighbors that had been abducted by Moon and subjected to her depraved experiments. Some bore a resemblance to who they once were if one could discern identifying features amongst the disproportionate limbs and crooked bodies. Others were little more than inchoate masses of bones, flesh and eyes with barely a trace of sentience let alone personality. The red farmer groaned as he thought he recognized a few faces from his trips into Ponyville.

“I hope y’all don’t remember.” He turned away from the sight and tried to block out the din.

Macintosh’s cell was nothing remarkable. A blanket thrown over a pile of molding hay served as a bed while a simple bucket was his only furniture. A single undercharged crystal embedded in the ceiling bathed his sparse room in a flickering light. Unsurprisingly, he had been stripped of his equipment and most of his clothes, leaving him bare-chested in only his jeans. No guards had passed by on patrol or gave him food since he had woken up not too long ago. He surmised that either he was to be forgotten and left down here to starve or, more likely, he was to be the latest subject to feel the Nightmare’s defiling touch.

“Nnnope.” The big red stallion decided he was not too keen on either scenario.

Escape was his only option but avenues were seemingly non-existent. He had gone over his cell several times in search for a loose bar, eroded wall or even a secret passage but had not found so much as evidence of a previous inmate’s attempt. Overpowering the guards when they came for him seemed like a possibility. It was no idle boast that he considered himself a hardy stallion that could take three, maybe four thestrals. Of course, the guards would likely be aware of that and take precautions and if the Usurper herself came to collect him, he was up the creek.

“There has to be a way.” Macintosh grumbled as he tried the bars for the umpteenth time to no avail. “Can’t just sit here when there’s work to do!”

His frustration was underpinned by a profound sense of guilt. They were a stone’s throw from safety until he got stuck in the mud like an overfed hog. Because of him, Applejack and Zecora were likely being hunted by a dragon while Fluttershy had been captured along with him.

“Fluttershy.” The stoic stallion beat his head against the bars in self-deprecation. “You beautiful fool, why did you try to save me?”

The eldest Apple knew his sister could take care of herself and he was no stranger to the witchdoctor’s many talents. The thought of any harm befalling the kindly animal keeper, however, got his dander up. It may have been some idea of chivalry or chauvinism but he felt an intrinsic need to protect the precious butter-yellow pegasus. Of course, he would do the same for anyone but there was something special about her. Perhaps anything that marred her angelic features would be a crime against nature itself. Then again, maybe her demur perfection deserved to be shielded from the horrors of the world. Or it could do with her compelling voice…

“Wait, her voice?” Macintosh snapped out of his odd train of thought and perked up his ears.

The discordant noise of the aberrations had fallen eerily silent as they too were intrigued by the soft sounds drifting through the cavern. A song, as gentle as a lullaby, echoed about the prison, filling it with a sense of serenity that had never graced the unhallowed halls before. There was no mistaking the dulcet tones of Fluttershy. However, while her songs tended to have a light twinge of timidity, this siren sonata sounded significantly more sonorous.

“♪~please be at peace/there is no need to fear~♫” The lyrics caressed the stallion’s ears, sending a sense of tranquility through his being. “♫~you will taste sweet release/now that your queen is here~♪”

“All hail… huh?” The farmer muttered without thinking. “Is this a trick or did she escape?”

The steady clip-clop of hooves on stone joined the melodious music, filling Macintosh with a sense of hope. He pressed against the bars of his cell to try to look into the corridor as did the living failures that were his neighbors. A figure soon strode into view, her features obscured by the dim lighting of the dungeons. She stopped at the cell directly opposite of the stallion’s and reached inside. Where the malformed occupant would have torn off the intrusive limb of a guard, it instead nuzzled against the outstretched palm and trilled happily. Macintosh stared at the exchange, hope and doubt warring in his mind. The mystery mare was far taller than even the statuesque Fluttershy and he swore she bore the leathery wings of a thestral. Still, she did not appear to be a guard and unless Moon had dyed her coat and mane, he liked the one-on-one odds.

“Psst! Hey! Fluttershy?” The big red farmer said as loudly as he dared. “That you?”

The shadowed mare turned to face him. A pair of crimson eyes shone out from the darkness and met his, a glint of predatory hunger evident in her slitted pupils. Whatever charm he felt was replaced with a cold fear as the figure stood back up. She closed the distance between them in an instant with a flap of her wings, causing Macintosh to stumble back in surprise.

“Big Macintosh~” The voluptuous vampire cooed breathily. “There you are~”

“Uhh...” Words failed the brawny stallion as clawed fingers curled around one of the bars of his cell.

With as much effort as it would take to discard an empty can, the bat-mare tore the entire cell door out of its frame and cast it aside. The brief window of escape quickly closed as the figure braced a hand against the jamb and stepped into his cell, stooping low to avoid bonking her head and catching her wings. The lone glowing crystal fully illuminated the thestral as she straightened up to her full height, forcing Macintosh to look up at someone for the first time since he could remember. The statuesque stunner’s coat was pale ivory white with a complexion of flawless porcelain; nary a freckle, wrinkle or mole to mar her beauty. An unkempt long mane of cameo pink hung off her head like a pall, cascading down and over her shoulders. Her tail was much the same, flowing like water past the ragged remains of leggings that clung to her long legs to pool at her cloven hooves. A pair of cruel fangs curved over her pouty lips, the ends stained a sanguine crimson to match the dried mess running from her chin down her throat to her collarbone. It took all the willpower the red-blooded stallion could muster to not stare at the vampire’s prodigious proportions as they audibly bounced and jiggled with each purposeful step toward him.

“F-Fluttershy?” Macintosh stammered out as he felt his back against the cold wall.

“In a manner of speaking~” The Benighted Bearer of Kindness leered in carnal desire as she reached out and ran a single talon along his jawline. “Aw, don’t you recognize these~”

The buxom beauty used her free hand to manually jiggle herself. The red stallion’s already flagging will cracked as her rose-tipped peaks danced hypnotically in his vision. He swallowed a lump forming in his throat as the hand on his jaw slid down to his neck, her claws pricking the artery that pulsed with his rapid heartbeat.

“What happened to you?” Macintosh’s voice came out uncharacteristically high-pitched. “How did-!”

“Hush, now~” The pale thestral shushed him with a talon over his lip that dragged down his chin and neck before settling on his broad chest. “Just let me, ah, savor this~”

Her hands drummed against his pectorals before moving across to his shoulder and then down his arms. She took a moment to squeeze his impressive musculature, admiring the results of years of hard labor. With a pleased chitter, the sensuous succubus wrapped her hands around his wrists and guided him upward. The farm stallion made a half-hearted attempt to pull away but that only earned an admonishing vice-like squeeze from the crimson-eyed mare. She gasped as his rough hands met her pillowy endowments, her aching peaks digging into his palms while his fingers sank into her heavenly flesh.

“Oh, sweet apple pie.” Macintosh whinnied as he experienced what he knew was the fantasy of many stallions and quite a few mares.

He kneaded her beatific bust like dough, savoring the perfect balance of give and push. Her warmth spread up his arms and chased the chill from his bones, his own heat beginning to build within his suddenly tight jeans. The stacked seductress moved one of his arms into the deep valley between her mountainous mammaries while guiding his hand to her cheek, loosening her grip on his wrist in the process. The gentle farmer took the hint and lovingly stroked it, earning a content sigh from the vampire as he brushed some of her wild mane out of her angelic face. After tucking a loose strand behind a tufted ear, he playfully booped her on the nose, causing her to giggle as she crossed her crimson eyes to look at his hand. A glint of gold cut through the spell of unnatural romance that had settled on them. The vicious vampire's predatory eyes narrowed and a demonic snarl cracked her flawless visage as she glared ruefully at the simple band around Macintosh’s ring finger.

“Wait! Don’t!” The once betrothed stallion panicked as the thestral tightened her grip on his hand and yanked him to her fang-filled maw.

Fearing she was about to dismember him, Macintosh braced for what he expected to be intense pain when she closed around the last three fingers of his hand. He felt the menace of her teeth and the damp heat of her breath but no crunch of a bite. Instead, he felt a sucking sensation that sent a pins-and-needles numbness up his arm. The brawny stallion watched in frightened arousal as the busty bat-mare enthusiastically drained the red of him up to his elbow. She then shoved her full weight against him, pinning his other arm above his head and trapping him against and in her bountiful breasts. As his arm became paler than her, the vampire pony finally released his hand with a breathy gasp. Macintosh’s forearm was completely numb save for the painful throbbing emanating from the purple and swollen fingertips. He also noticed that his ring was gone. The vampire seemed to swish something around in her cheeks before her attention snapped back to him, her glowing eyes Staring into his with intensity.

“You’re going to love me.” The seductive succubus hissed as her forked tongue snaked out of her mouth with the engagement ring, now twisted into the shape of a heart with bat wings, hanging from the end. “Not Cheerilee, not Marble, not Dash, not Zecora, not Sugar… just me~”

“Just you.” Macintosh droned as the last of his will tried to make the rest of him notice that she had let go of his arms. “Only you.”

He could have made a break for it. The voluptuous vamp was strong but it would not take much to unbalance the top-heavy seductress. Her hands were on him again, one digging into his shoulder while the other scratched at the stubble lining his chin. He was loathed to do it, but a simple headbutt would more than likely daze her enough for him to escape. She had now cocked his head to the side, exposing his thick neck to her as she leaned in.

“Just Fluttershy.” The eldest Apple sibling repeated as the reshaped ring fell to the floor with a tinny clink. “Eeyup, just my sweet sugercube.”

“Yay~” The Benighted thestral squeed in joy as she sank her fangs into her strapping stallion.

Macintosh felt a stab of pain followed by absolute euphoria. The feeling of completing an honest day’s work, having the farm’s profits be in the black for more than a quarter, the onetime Zecora had invited him to ‘experiment’ with a new stamina potion; none of them compared to the pure bliss he was experiencing right now. It was a sensation he never wanted to let go of and Fluttershy, sweet, beautiful, kind Fluttershy, was magnanimous enough to share this gift with him. What cold hearted fool would not call that love? What utter simpleton would not reciprocate the affections of the single most perfect creature in the world? It was as clear as the eternal moon that he belonged with her. He would be by her side to care for and cherish her; to defend her against all that was cruel and debase.

“And no one will take you from me~” The vampire’s whispered dripped like poison into his enraptured mind. “You’re mine now, Big Mac. All mine~”

The New Thestral pulled away from her new plaything with a satisfied gasp, her carnivorous hunger sated for now. A now considerably paler Macintosh slowly came out of his funk, his mind still processing the new and strange thoughts that swam in it. He felt drained in more ways than one yet he could feel an unfamiliar power building in his being as if it were replacing what had been lost. His hands found her shapely flanks, his fingers massaging the trio of bats in flight amongst the stars.

“I need more~” The busty bat-mare whispered huskily as she leaned in until their muzzles were touching.

Macintosh took the invitation and captured her lips with his own. One calloused but adventurous hand ran up her spine to intermingle with her mane while the other slid down the grand curve of her rump. The sanguinaire's leathery wing’s fluttered in delight as she snaked her tongue into her lover’s mouth. The farm stallion tasted a cocktail of his own blood mixed with countless others. What should have been a mortifying flavor was as sweet as fresh cider to the eldest Apple especially since it came from this wonderful mare. He felt the vampire pressed against him, her immense bosom as soft as downy pillows against his chest as her claws dug possessively into his back.

“Mmmrg…” A half groan half growl rumbled up from Macintosh’s throat as the building unnatural power surged through his veins. “Rrrmgh!”

The brawny stallion’s already muscle-bound frame swelled with the gift the ivory vampire had given him. His back and shoulders broadened to augean proportions as iron-hard sinew reinforced his trunk of a torso. His weathers hooves split into cloven talons while claws emerged from his fingers. The statuesque stunner was forced to break the kiss as fangs emerged from his maw along with a long serpentine tongue. To her delight, the height difference between them shrunk to the point that she was a mere half-head taller. With a loud and drawn-out rip, Macintosh’s jeans split open as they failed to contain a different type of awakened beast.

“Oh! My!” The Benighted beauty gasped as the vampiric earth pony’s turgid length swung up and wedged itself between her legs with a meaty thwack.

It was often discussed within certain gossip circles just what exactly the taciturn stallion was hiding below the belt. Rumors ran the gamut from ‘third leg’ to ‘shame a dragon’ with many speculating that his long-standing bachelordom was a result of no normal mare being able to handle him. Only a private few knew the truth and the nubile New Thestral was just about to join their number.

“It feels like you have quite the gift for me~” The ivory succubus cooed with a devious smile as she subtly hooked a leg around Macintosh’s while placed a hand center mass. “Let me have a better look~”

Despite his now adonic build, the vampire stallion still fell short of the nightmarish strength of the Benighted. His cell blurred for a split second and the next thing he knew he was on his back looking up at the ceiling. Macintosh craned his neck to see the cameo maned mare gracefully drop to her knees on the floor. She then placed her hands on his knees and spread them open, exposing the full glory of the eldest Apple to the vampire. Her eyes shone with carnal delight as she admired his banded battering ram like girth and rich maroon coloration.

“I do like these apples and the tree they grow on~” The New Thestral licked her lips as her gazed traveled down to see the comparably sized Apple family jewels. “Now for a taste~”

The bat-pony leaned over and planted a gentle kiss on his flared head, sampling a dollop of his excitement with a contemplative hum. A pleased grin crossed her features that quickly morphed into a carnivorous yawn that revealed her mouthful of fangs. Her dexterous tongue lashed out and coiled around his twitching stallionhood down to the medial ring. After taking a moment to breath, the vampire dove down hungrily on his pride.

“Sweet stars-!” Macintosh could hardly believe his eyes as the mare he once knew as Fluttershy did what he long thought impossible and took him entirely to his base without so much as gagging.

He threw his head back with a hiss as the combination of her supple tongue, sharp teeth and constricting throat threatened to overwhelm his already addled mind. It was when felt her start to suck in earnest that a pang of concern cut through the mental fog. Already, the color around his groin and abdomen was growing paler as the vivacious vampire bobbed up and down on his pride. Macintosh tried to sit up only for the ivory thestral to slap a hand on his broad chest and force him back down.

“Mm, mm, mmmh~” She wagged a finger discouragingly as her muffled hums reverberated down his length.

After giving him a playful tap on the nose, the New Thestral slowly dragged her hand down his pectorals and rippling abs before stopping on his upper thigh. She then hooked her arms under his legs and hefted them onto her shoulders. With a slight grunt of effort, the vampire sat up on her knees and took him with her. The red stallion was left propped up on his shoulders while his rear rested on her monumental mounds.

“Mmhmm~” The vampire hummed her approval of this new position as she returned her attention to the stallionhood making her jaw sore.

Macintosh could only brace his arms against the floor in an attempt to alienate the strain on his neck and spine. While he prided himself on his endurance, the culmination of all that transpired in the last few hours had worn him down. His lower half now possessed a deathly pallor not too dissimilar to the mare whose chin his jewels were currently slapping against. The paling stallion felt a familiar tightness in his loins that signaled that he was near his peak.

“Fluu~ Flutter-!” The former farmer could barely gasp her name before she took him as far as she could go, her nose buried in his groin. “Hroooah~”

Macintosh let out a guttural noise as he erupted in the vampire’s throat like a busted hydrant. The normal rapid pulses of release had been replaced by a strenuous continuous flood due to the vampire’s oral ministrations. The thestral’s glowing eyes rolled back in her head as she felt his virile, viscous seed stream down her gullet and pool in her stomach. The now near sheet white stallion felt lightheaded as his vampiric lover seemed intent on drinking him dry both carnally and carnivorously. Just as the last lucid part of his enfeebled mind feared the approach of death, the statuesque succubus began to withdraw with an undignified slurp. The flood had not fully abated when his broad head became wedged in her mouth, resulting in her cheeks inflating like a chipmunk’s before he eventually popped free and left a parting shot on her face.

“Mmmm~ *Ahh*” The ivory seductress savored the hot and heady Apple juice before she swallowed with a near euphoric sigh. “You are delicious, my lovely~”

Macintosh did not have the wherewithal to respond as darkness crept into the edges of his vision. He was vaguely aware of a raucous noise coming from outside his cell like something or someone had disturbed the perversions of nature. The drained stallion tried to focus his sight and noticed something huge looming behind the vampire, predatory eyes aglow like some fiends from the Pits. His macabre mistress was too engrossed with gathering his essence off her face with her claws and licking them clean.

“Be…hind…Ugh.” Big Macintosh managed to gasp out before merciful oblivion took him.

Imperial Champion Spike moved at a brisk pace down the subterranean corridors of the Canterlot dungeons. The distorted screams and cries of the incarcerated abominations grated on both his nerves and mind. He knew that these living failures were the result of Empress Moon’s experiments. Both he and his beloved Vanity could have easily been one of them had the Usurper’s theory on tantabus-host compatibility proven incorrect.

“I’m not sure what we plan to do with these things.” The New Dragon thought as he grimaced at some shifting mass of what was once an equine. “Is there a way to swap out the tantabus for a better one or is the mutation permanent?”

Deciding that subject was beyond his expertise, Spike refocused on the task at hand. While he did not have an exact idea which cell Macintosh was being held in, the tyrian drake decided he could follow the faint coppery scent of blood left in the rogue thestral’s wake. As the trail grew stronger, the all too familiar sweet scent of feminine arousal tickled his nostrils. He slowed his pace and dropped into as stealthy a stance his hulking physique allowed. Not too far down the hall, a cell had been torn open and he could hear soft moans and hearty grunts over the monstrous din.

“Sounds like she found Big Mac.” Spike thought as he crept toward the compromised cell. “Hang in there, big guy. Just keep her busy…”

The New Dragon had just reached the threshold of the room when a ghastly cross between a neigh and a wail froze him in place. A heavy thud followed which told the tyrian drake that the vampire had just finished her treat. The hulking drake quietly stepped into the cell, not entirely sure what he would find.

“Oh, hi there Fleur-de-lis.” Spike thought as he noticed the kneeling mare had a similar color palette to the famous ultramodel’s only for something else to grab his attention.

Lying sprawled out on the floor was a brawny specimen of an earth pony stallion. His half-apple cutie mark and messy orange mane were the only indicators of the normally amaranth Apple sibling. Long fangs now curled out from his lips and his hands ended in sharp claws, one of which was now pointing at the Champion.

“Shit, she turned Mac already.” The dragon spread his arms in an attempt to trap the rogue thestral in a bear hug. “Better deal with this before he wakes up.”

Spike barely heard the drained stallion’s warning as he lunged for the ivory vampire. There was a flash of movement and his arms closed around empty air. The sanguinary succubus had ducked under his grapple and in the blink of an eye turned around and seized the herculean drake by his throat with one clawed hand. While he knew the willowy mare was faster and stronger than most gave her credit for, the fact that her talons were cracking his scales and his breath had caught in her grip still took him by surprise.

“What?!” The New Dragon’s eyes widened in shock as the pale vampire lifted him off the ground.

*SCREE!!*

The enraged, crimson-eyed bat-mare screeched as she hurled her attacker out of the cell. The Champion flew across the hall and slammed into the opposing cell, buckling the bars. He tried to get to his feet only for the gibbering occupant to ensnare him in what could best be described as tentacles. The vampire flared her wings and shot out after him, claws raised and fangs bared.

“Not this shit again!” Spike struggled against the unnatural strength of the thing holding him. “Stars, I don’t want to burn her.”

Despite his reluctance, dragon fire welled up in his chest and blew from his maw. With a startled hiss, the sanguinaire thestral flared her wings again and stalled herself in midair as Spike breathed out a plume of flame over himself. With no clothes to worry about, the fire had the desired effect of forcing the cuddly creature to release him.

“Tentacles definably aren’t my thing.” The New Dragon got to his feet and faced his vampiric foe.

The bat-pony had dropped into a feral stance, claws and feet on the ground and her entire body tensed like a steel spring ready to pounce. The tyrian drake squared his stance and slowly circled the snarling predator. The undercroft was too tight for either of them to fly beyond a quick jump so it appeared their bout would come down to who would outlast the other.

“She’s been at it all night but I’m running on empty.” The Champion mentally bemoaned the less-than-ideal conditions. “Moon above, I really need to take up Dash on her endurance training.”

The New Dragon let out a low rumbled as his wings flexed, ready to charge straight through the mountain if he had to. The sanquinaire thestral dug her claws into the stone floor as spittle and blood dripped from her fangs, clearly savoring the idea of ripping his still beating heart from his chest and eating it. The tension between them stretched to a breaking point as both awaited the other to make the first move. Then the pale bat-pony blinked, her slitted pupils relaxing as if some spell had been broken on her.

“Spike?” Her glowing eyes shone with recognition as she looked the herculean drake over from crest to tail. “Is that you?”

“Is this a trick or did recognizing a friend snap her out of it?” The Champion cocked his head to the side quizzically. “Pretty sure I’m on the same tier of friend as Macintosh to her so don’t get too comfortable.”

“Mmhmm.” Spike rumbled in reply.

“Oh, Spikey~” The statuesque succubus smiled wickedly as she slowly straightened up to her full height. “When did you get so tall and, mmm, virile~”

“Ah, she just went from fighty to flirty.” The New Dragon deduced as the vampire approached him. “Just don’t look her in the eyes and… O’ HOLY NIGHTMARE NIGHT!!!”

As he avoided gazing into her crimson irises, his own eyes were inevitably drawn down as if by gravity. If the timber-pony’s prodigious posterior had proclaimed a protestant movement in Spike’s pedestal of physical preferences, the stacked sanguinarie thestral’s humongous hooters had hushed all heretical hearsays. The ivory vampire was truly in a league of her own in which only the God-Empress herself could honestly compete in.

“Oh, do you like these~” The renegade thestral followed his unashamed gaze to her bosom and cupped herself in her claws. “My big boobies? My massive milkies? My super stuffed up sweater stretchers? My honker ba-donker doinky boinkies? My stallion slaying, wind swinging, gravity welling funbags? Tell me you love these super duper mega ultra eat-your-heart-out-Twi motherbucking tits!”

“Oh, I’m not going to make it.” The vampire’s vulgar spiel sent the neurons in his brain into overdrive and stoked the inferno in his core.

“I’ll take that as a yes~” She said breathily as her eyes locked onto the ruddy totem of drakehood that emerged from his bare loins. “My, my~ You’re really not a little dragon anymore, are you~”

The pale bat-mare pressed against him, her massive mammaries squishing against his broad chest. Spike noted that the height difference between them had shrunk considerably with him standing just half a head taller. Steam vented from his nostrils as he felt her claws delicately trace along the many barbs, ridges and veins of his twitching pride.

“Mmm, so warm~” The crimson-eyed succubus sighed happily as her other hand danced across his scaly physique. “I might just keep you~”

“’Shy-!” Spike found his tongue only for the vivacious vampire to hush him with a claw.

“Quiet.” She commanded as an evil resolve entered her glowing eyes. “Let me give you what Rarity never could~”

The ivory vampire slowly, sensually slid down the New Dragon until his length was enveloped in her beatific bosom with only his tapered head left exposed. The bat-mare grabbed her silken flesh and squeezed herself tighter around the drake, earning a deep rumble of bliss. Smirking slightly, she trapped his quivering tip in her lips to hold him in place and began shifting her rose-peaked mounds up to her face and then down to his still bruised lap.

“HRRG!” Spike growled in his throat as he experienced the euphoria of her softness around his pride and her dexterous tongue lashing his head.

The tyrian drake instinctively thrust up into her valley and mouth while his claws flexed testily. He wanted to grab a hold of something; anything yet he dared not interrupt the statuesque stunner particularly with her fangs so close to his tender flesh. The sanguinaire seductress relished in his torment as she increased her tempo and started sucking on the throbbing tip.

“Sweet Stars, when did Fluttershy learn this?” The thought was one of many that floated on the sea of lust flooding the Champion’s mind. “I hate to admit it but her technique is better.”

Spike felt himself approach his limit as the sly succubus switched from moving her colossal bust in tandem to alternating while swaying from side to side. The dragon balled his claws into fists as he willed himself to endure if only to remain in the absolute state of bliss the New Thestral had granted him. A devilish smile spread across her face as she released his leaking head and used her forearms to squeeze herself together until her hardened peaks crossed. With the dragon trapped in her pillowy embraced, she then pulled him up past her muzzle. The Champion was forced to bend his knees and arch his back as she painfully tugged on his length past the limit.

“Like that, Spikey~” The sensuous succubus licked her fangs hungrily as her leathery wings flared. “How about THIS~”

Before Spike could even comprehend what was happening, the vampire used her wings to drive the full weight of her willowy body behind her colossal chest and slammed down on his groin like a pair of meteors from the heavens. The New Dragon, not having fully recovered from his encounter with the sylvan spriggan, fell flat on his rear as he erupted like a volcano. The vampire quickly chomped down on his length just as the first virile wave exploded out. She relaxed her throat and allowed the scorching flood to run down her gullet while she continued to use her bust to coax out more.

“Hooo-ly…” Spike slurred as embers flecked out from his maw, a far cry from the conflagration the usually celebrated his climaxes. “Dat’s gud…”

As lust drained from his mind and an intense fatigue began to set in, the tyrian dragon sensed that they were not alone. In the gloom behind the still sucking succubus, a pair of glowing golden eyes peered out at them. Commander Knight stood just a few steps away, a small vial of some strange purple substance in his grasp.

“Well, this is kind of awkward.” The Champion thought as he tried to get a read on the bat-stallion’s reaction. “Is he going to make a move or just enjoy the show?”

The sanguinaire thestral just stood as still as a statue, his eyes locked on the two. From his vantage, Spike followed his gaze to the vampire’s tail, swaying to and fro like a flag as she shimmed her hips. The dark dragon looked back to Knight and noted his eyes appeared glazed over as his entire frame was tense. It did not take long for the tyrian drake to infer that the good Commander was undergoing a vicious battle of wills with his stoic self and the base beast he sought to control.

“Moderation in all things, including moderation, Knight.” The Champion thought as he used his tail to point to the statuesque stunner’s dripping nethers. “Just mind your aim; I’m down here.”

His heavy hint and the sight of the vampire’s awaiting entrance resolved the war in the thestral’s mind. With a grunt and a flash of claws, he stripped himself to the fur and charged the prone pair. Unlike Spike, Knight reached the ivory seductress before she could detect him and seized her by the back of the neck and forced her down.

“Wha-?!” The Benighted beauty’s cry was cut off by the dragon wrapping her in a hug that trapped her against his chest and pinned her wings.

“Meet Knight.” Spike could not help but grin deviously as he finally got the advantage over the renegade ravager. “You’ll like him.”

“HISSS!!” The voracious vampire made her dissent know with a hiss just before a meaty thwack sent a ripple down her supple frame. “Oh!”

With her current pose leaving her rear high in the air, Knight had deigned to rest his mottled length between her cushy cheeks. Like most stallions, thestral or otherwise, in his profession, the Commander was built like a brick house. More than a few scars decorated his chiseled torso, their origins ranging from griffon claws to unicorn bolts. As the pale vampire’s crimson eyes drank in every detail, her enraged snarl gradually morphed into piqued curiosity.

“Hmm, someone new~” The busty beauty cooed softly as she flexed her rear and made the thestral’s stallionhood jump. “How long were you standing there~”

Knight merely snorted in response as he popped the cork of the flask with a claw. Spike arched an eyeridge as the Commander poured what he suspected to be the torpor over his length and the semen demon’s pert rear. She let out a soft moan as Knight tossed the vial aside and ground himself against the bat-mare, rubbing the concoction into their flesh.

“Oh, I think I know what he’s planning.” The Champion mused as he and the bat-stallion released their holds and allowed the vampire to straighten up parallel to the dragon. “She doesn’t have to take it orally.”

“Enough foreplay~” The statuesque stunner said breathily. “If you’re going- HHHNNGHAAAAaaa~”

Knight silently clapped his claws around her slender waist, pulled back and thrust forward in one smooth motion. A sharp hiss escaped his clenched fangs as he plunged deep into the New Thestral’s velvety yet constricting depths. Any notion that the Commander was a romantic lover was dashed as he withdrew the moment his hips meshed with her rump and drove forward again, uncaring of the chivalric idea of allowing a lady to grow accustomed to a consort’s pride.

“Oh! My! Good! Nesssss~” The ivory vampire slid across the ground with each brutish thrust of the thestral, her forked tongue lolling out of her mouth in bliss.

“Oh, yeah! Come to papa!” Spike licked his chops as her swinging swells came ever closer to his face. “Mine!”

The New Dragon linked his arms around the rogue thestral’s back just below her wings and halted her incremental advance. Her pillowy endowments now hung just above his snout, their rose-kissed peaks tracing hypnotic patterns in the air as Knight continued his bestial battering. Spike craned his neck and captured one in his maw, his teeth grazing her supple flesh as it filled his mouth like melted marshmallows. Unlike the spriggans ample assets, the dragon would have to dislocate his jaw in order to hold the entirety of the vampire’s monumental mammaries. Undeterred, the tyrian drake lashed the captured tit with his tongue, ignoring the faint salty taste of what remained of his release.

“She’s going to get even bigger once the milk factories start up.” The Champion thought licentiously as he switched to the other breast. “No wonder Knight picked her over Dash; that ‘she was once a thestral’ excuse was a load of bull.”

It was then that Spike heard the sound of heavy hoof falls on the stone floor. Knight and the succubus must have heard it as well as their rutting slowed. All three looked up to see a looming figure standing before them. Glowing green eyes stared down at them from atop a mountain of pale amaranth muscle. Clawed hangs were balled into trembling fists; whether from rage or excitement, none could tell. Jutting from between his legs was a battering ram of a stallionhood, glistening in the dim light and already leaking with arousal.

“Damn, mega-Mac.” The smothered Spike had to admit the apple farmer turned sanguinaire cut an imposing figure. “I can hear every mare swooning from here.”

“Yeeessss~” The voracious vampire hissed in delight as she beckoned the eldest Apple closer with a claw.

“Eeyup.” Macintosh rumbled as he sought to resume what he and the titillating temptress had started.

The vampire opened her jaw wide and welcomed the legendary length back down her throat. Spike almost balked as he saw the flared head past down her collar bone. Grabbing a clawful of her cameo pink mane but minding not to hurt her, the vampiric earth pony began sliding in and out of his cherished lover. Seeing that there was no threat of competition between them, Knight resumed his own thrusting. In time, the two stallions settled into a complementary rhythm while the New Dragon was free to attempt to get both of her twin delights in his maw at once.

“Mmmph~ Mm, mm, mm~” Sultry moans was all the New Thestral could muster as carnal pleasure flooded her body from no less than three sources.

Her beloved Big Macintosh’s gigantic girth hammered her throat while his strong hands entangled themselves in her mane. Spike’s gnashing teeth held her beatific bust in place while his dexterous tongue whipping across her aching tips and rosy areolas even caressing her subtle montgomerian bumps. Knight’s claws had shifted to her trio of bats, his claws sinking into her taught flesh as he plowed into her with single-minded determination. She could feel his thick medial ring along with every vein and twitch within her long neglected sensitive nethers as he rammed against the final barrier to her inmost chamber. The New Thestral had satisfied her ravenous hunger and was confident she had established where she ranked among the brutal order of the thestrals. All her instincts were focused now on becoming a Matriarch of her own sanguinary society; to establish a new home and family in Nightmare Moon’s Benighted world. While she still favored the paragon of the Apple family and she could see adding a draconic line to the coven, the becoming thestral officer had proven to be worthy of siring the first scion of her brood by pure skill and initiative. Time would tell if he would become a true consort or just a passing fling.

“Hmhmhmhmmmm~” The ivory vampire let out a muffled laugh that slurred into a moan as her crimson eyes rolled back into her head.

The stallions’ thrusting fell out of rhythm as the New Dragon abandoned trying to stuff his maw and settled for burying his head in her cavernous cleavage. Guttural growling emanated from the sanguinarie stallions as both neared the finish. The New Thestral picked up on the signs and wrapped her legs around Knight’s waist while grabbing ahold of Macintosh’s rear, suspending herself between them.

*HROOOOAH!!!*

In contrast to the mare's glass-shattering screech, the bat-stallions' bellowing roars shook the bedrock of the dungeon. A potent torrent of pearlescent seed surged down her throat and up her canal in equal measure. A multitude of stars exploded in her vision as she felt the first wave reach the very core of her being, rocking her willowy frame with tremors. Despite his arguably tertiary role in this carnal conclave, Spike was in a paradise of his own. The ivory thestral's quaking body were causing her flushed and tender bosom to buffet his head.

"I could die right here a happy drake." A silly grin spread across the Champion's face.

As with all good things, the foursome slowly entered the closing moments. The New Thestral's grip around her lovers had grown weak as she felt heavy and sluggish with the sheer amount of life-giving essence in her. The bat-stallions panted and huffed as primal carnal instincts gave way to an inkling of clarity. They looked at each other with a sense of understanding brought on by their shared nature and experience. Wordlessly, Big Macintosh and Knight bumped fists before falling backwards in exhaustion. As her only support pulled free of her sore jaw and stuffed nethers, the Benighted Element Bearer of Kindness fell atop of the New Dragon, smothering him completely in her colossal chest. The tyrian drake found himself short of breath and reluctantly extracted himself with a gasp. His snout suddenly met the ivory vampire's muzzle, a completely satisfied smile on her flushed face.

"You guys rock~" A flicker of the kindly Fluttershy appeared in the Matriarch's crimson eyes. "Woohoo~"

With that, the statuesque stunner collapsed on top of the dragon, gentle snoring following shortly after. As the only one with the energy to move, Spike carefully sat up while wrapping the slumbering succubus in her leathery wings like a true bat. He remained sitting in silence for a few moments, enjoying the sense of peace that had settled over the undercroft; even the caged abominations respected the reverent quiet. A tired grown broke the peace as Knight brought a clawed hand to his face in a mix of fatigue and shame.

"Can't believe I lost control that easily." The Commander lamented.

"Was it worth it?" Spike asked with a knowing smirk.

"Heh, it was." The gold-eyed sanguinarie admitted with a laugh. "You still alive over there, Mister Macintosh?"

"Eeyup." The amaranth stallion flashed a thumbs up with an unsteady arm. "And Big Mac will do."

"I bet you got a lot of questions." Knight said as he worked himself up into a slouch.

"Eeyup." Macintosh repeated.

"Same here." Spike concurred.

"Then we should report in with Empress Moon." The Commander grunted as he unsteadily got to his cloven hooves. "She and Dapifer Nightshade may be able to make sense of this."

Tired, bruised and reeking of sex, the three collected themselves and departed the dungeons with the peaceful New Thestral carried bridal style in Spike's arms. As they began the trek back toward moonlight, the Champion looked over his two colleagues. Both seemed lost in thought; Knight most likely considering the likely possibly of becoming a sire to who-knows-what manner of offspring while Macintosh was probably coming to grips with his new nature and allegiance. Spike could sympathize with them as he had to wrestle with the same dilemmas himself.

"It is a terrifying yet wonderful experience." The Imperial Champion mused as he ran a tender claw through the vampire's cameo mane. "A dark, cold yet very gentle world lies open before you. You just have to claim a piece for yourself."

Elsewhere, far from imperial eyes, a solitary figure sat hunched over a desk covered with scrolls and tomes of esoteric lore. Their focus was entirely on an iron bound black grimoire, their finger tracing along the otherworldly runes and glyphs that few living beings could decipher. The lone scholar marked their place and turned their attention to a piece of parchment covered in intricate patterns and measurements. An aura of orchid magic flecked with black taint picked up an ink-dipped quill and added more to the elaborate design. Similar sketches of strange and fantastical devices laid scattered across the floor, marred with the red 'X' of rejection. After finishing their alterations, the studious equine took a moment to look at a reliquary secured by warding charms. Within was a roughly heart-shaped hunk of dreamstone that slowly pulsed with insidious teal light.

"Clock is ticking..." The mare muttered to herself as she refocused on her task.

*Knock-knock*

A polite knock at the door shattered the deliberate silence, causing the mare to nearly blast a hole in the door in anger. She caught herself and made an effort to calm her temper. Stress and fatigue had been constant companions to her for some time now; there was no need to lash out at every tactless interruption.

"Enter." She said curtly as she resumed her place in the sinister tome.

A streak of light cut through the gloom the permeated the candle-lit study as the door creaked open. The artificial glow of crystals in the hall beyond illuminated a lavender mare, her eventide mane unkept and messy. Her downy wings flared to shield her face from the bright intrusion before her horn ignited again and shut the door once the intruded had stepped through.

"What is it, Pinkie?" Twilight Sparkle, the Last Princess of Equestria, asked bluntly. "You know I don't like being bothered while I'm working."

"You're always working now." Pinkamena Pie, Element Bearer of Laughter, countered with an almost melancholic tone in her normally bubbly voice. "Just thought I'd pull you up for air; you've been down here for-!"

"Pinkie! Our only hope of ever seeing sunlight again rest on me figuring this out!" Sparkle interrupted more harshly than she intended. "I... I appreciate the concern but..."

"I understand, Twi." The pink earth pony sighed as this was not the first time they had this exact exchange. "At least take this."

The party pony cautiously approached the Alicorn, wary of triggering another outburst. Finding an unoccupied space on the desk, she set down a simple cupcake and a cup of fresh brewed coffee. Sparkle looked at the treat and offered a tired smile to her friend. Pinkie could not help but note the unsettling gleam in the Princess of Magic's eyes and her evident lack of sleep despite their shelter being warded against tantabus incursions.

"You still have friends that care about you, Twilight." Pinkie returned the smile genuinely if forlornly.

"I know." Sparkle took the coffee and savored the smell before sipping it. "And we will save those we lost. Now, if you'll excuse me..."

Pinkie just shook her head as the academic Alicorn turned her attention back to her project. She wordlessly went back to the door and carefully opened it as to not expose the lavender mare. Sighing deeply, the pink mare left her friend to her work and walked away, willing a spring to her step that just would not come. Back in her study, Sparkle barely noticed her departure. As much as she enjoyed the party pony's company, the Sunmaker project was at a crucial stage, and she could not spare the time.

"Clock is ticking... The Sun will return... Equestria endures..." The Alicorn muttered to herself. "There is much work to be done..."