No matter how many times Lightning Spark wriggled and squirmed, she simply couldn’t break out of the webbing. A day had passed since the oversized cockroach known as Deinos first abducted her into the forest.

The changeling returned with a thud, his extra pair of arms carrying a net full of fruit for the pegasus, which he hung beside her web. His large red pupils observed a couple of branches he spun silk around, a few having snapped off.

Deinos chittered while examining the horn wands, counting every single one to ensure the amount matched his calculations.

“Ugh! No one’s been here to touch your stuff,” Lightning blurted out in annoyance. “I should know!”

“Quiet down,” hissed the massive changeling. “I don’t wanna have to glue your mouth shut.”

The pegasus narrowed her glare. “For what? There hasn’t been a single changeling or monster for the past day!”

Deinos rolled his eyes. “All the more reason to keep cautious. If I could smell your estrus-induced musk from miles away, so can the others. Which begs the question, why aren’t there more changelings investigating the source?”

Lightning’s cheeks flushed in embarrassment, her aching loins screaming for a stud to breed her fertile body thoroughly. From her experience, changelings wouldn’t hesitate to lay claim to her womb to deposit their eggs. Ironically, the odd exception was her kidnapper.

The arachnid monster continued with a serious glare. “My guess is Chrysalis is preparing her next plan of attack. And I need to be ready!” He clenched his fist to manifest Equinox’s fish hook gauntlet from his biostructure.

Lightning purses her lips. “Okay, but why did you need to trap me here? What was the plan?!”

Her breath hitched when Deinos leaped onto her web, his massive exoskeletal frame shrouding her. She could see her reflection in his large red pupils.

“Hmmm… haven’t decided yet,” the mutant changeling admitted, crawling around until he looked upside down. “So many possibilities…~” His eyes leer down at the mare’s cocooned body, enticing thoughts making him salivate.

Some splashed Lightning’s snout and mane, making her scrunch up. “Yuck! You’re so gross!”

“And you’re so boring,” Deinos retorted with a deep chuckle. “Either way, I can guarantee your safety here.”

“Safety?!”

The changeling nodded. “Better I keep you away from those imperialists. Given how gullible you are, they would have fed you their ‘self-preservation’ bullshit, and you'd eat it like dessert!”

“I would not,” denied Lightning Spark, appalled.

Deinos snorted. “Really now? How long did it take you to figure out Autumn Equinox was an arrogant, greedy harlot? Or that the supreme commander you idolize is just a shameless shell of the man he once was? Hell, I bet you didn't know about the coup Fiery Kickstart has probably launched to further his own agenda!”

Once again, the light, electric blue pegasus couldn’t retort against the argument. While she figured there was more going on, she hadn’t realized how out of her depth she was.

“Didn’t think so,” concurred Deinos, wearing a grim expression. “You know what the worst part about this is? Those people spreading their propaganda? Apparently, their hatred for changelings can be withheld if it means using us for their nefarious purposes.”

“W-What do you mean?”

“They hold my kindred captive,” stated the arachnid changeling. “A protoquen named Marathyssa.”

Lightning’s eyes widened in shock. “A protoquen?!”

“One of the last changelings able to become queen,” explained Deinos. “Chrysalis made sure none could rob her of her throne, sentencing Marathyssa and her sisters to slavery. Eventually, she was captured and brought to the Crystal Empire by Shining Armor and his men.”

Assuming the worst implications, Lightning growled out, “That slimy bastard!!”

The mutant monster frowned. “Believe it or not, Marathyssa held no contempt for the former prince when I first met her. It is Fiery who intends to breed an army out of the protoquen. Her… and your brother.”

“The hyper-stallion gene!” Lightning realized. “With an army like that under his command, Fiery would be unstoppable!”

“That's precisely why I added sterilizers to prevent insemination when they had ‘Web Spinner’ create drugs to inhibit her natural shapeshifting ability. But now that I'm ‘dead,’ the effects will wear off long before Midnight loses himself to his feral instincts.”

“Then you have to let me go!” Insisted Lighting Spark, desperate blue eyes looking up at him. “Please! I can’t fully grasp my ‘Onoma’ yet, but I still want to help! I might have lost my mom. I don’t wanna lose my brother too…”

Deinos stared longingly at the whimpering mare, considering what would be the right decision. Then, Lightning seized up when he raised his gauntlet-adorned arm and slashed down…

In an instant, the steel-like silk binding her split apart down the middle, the cut carefully made to keep the mare’s clothes and skin intact. After a bit of squirming, Lightning ripped the threads away and rolled forward, unfurling her large wings to flap off the webbing.

Stretching out her sore limbs, the pegasus snapped her fingers, and a tiny spark of static fizzled around her hand, much to her delight.

“Haha! Yes~!” Lightning elated, fist-pumping the air before turning her attention back to Deinos, cheeks red. “Th-thank you!”

“I recommend you refrain from flying,” suggested the arachnid changeling, flipping off the web to land before her. “Wouldn’t want you to pull something from laying in one spot for so long.”

She huffed, planting her hands on her hips. “And whose fault is that again?”

Deinos ignored her and tossed the net of fruit at her. Licking her chops, she peeled an orange and sank her teeth into its juicy nutrients. He also helped himself to an apple.

After consuming the citrus treat and wiping her mouth, Lightning glanced over to the web net holding the unicorn horn wands, their presence causing her to shudder.

She recalled how suspicious both Arcanum Folklore and Beatrix were about how the changelings disguised as Web Spinner came to acquire them. If she remembered correctly, each wand was forged from the severed horn of dead unicorns.

Noticing her wry gaze, Deinos spoke up about the ominous tools. “I didn’t make them,” he reaffirmed. “I was tasked to study and figure out how they were crafted.”

“Any theories?”

He shook his head. “It’s not magically possible to conceal one’s spirit in a piece of their own diseased flesh. Their magic would dry up long after their passing. And yet, just as that drunken detective said, their soul still resides, screaming from within. Trapped in their own personal hell…”

Deinos fished out one artifact, noting the swirling indents glowed with an eerie light along the charred misshapen horn. “Whoever made these used magic that far exceeds what we currently comprehend! And a force like that should not end up in the wrong hands.”

“So when we stop Chrysalis, we figure out who's making these wands and put an end to this!”

The mutant changeling scoffed. “Easier said than done. It’ll take an army to defeat Chrysalis. And the only ones with an army want to eradicate the rest of my kind…”

“Then we don’t go to the Crystal Empire,” said Lightning Spark. “Beatrix and her friends are just as powerful! Arcanum might even know a way to destroy those horns! And with you in the fold, we can’t possibly fail!”

Deinos scrunched up his snout, turning away to think. It was true that the witch and her comrades appeared prepared for anything, with their variety of talents and strengths. But there was the cosmic storm to consider, with all fingers pointing at Beatrix as the one responsible.

Should the changeling lend his aid? Did he really have a choice?

He rested his gaze on Lightning Spark and questioned, “And how do you know they won’t annihilate me on sight?”

“I’ll vouch for you,” she said with a determined smile. “But we’ve got to tr-raaauh~!!”

A wave of heat rushed up from the pegasus mare’s crotch, forcing her to fall to her knees, thighs rubbing together. She panted heavily, nipples poking out the top of her Wonderbolt-style outfit, a thin wet spot soaking her pants.

“D-Damn estrus,” Lightning muttered, resisting the urge to snake her hand inside her pants and rub at her winking coochie in front of the massive male observing her. “I-it’s so hot, I can’t stand it!!”

Her erotic scent caused the changeling to quiver, chattering his mandible jaws while his genitals stirred between his legs. Despite showing a much higher restraint than most, Deinos still had his needs.

“Then perhaps I should take care of this,” he once again offered. “We’re not going to get far with you smelling like a bitch in heat~.”

Lightning chewed her bottom lip, eying the juicy alien cock growing out of the changeling's sheath. Taking something that size wouldn’t just sate her. It would break her. Mold her permanently to his shape. Leave her full of all the changeling babies he could want until the pegasus was ready to be filled up again. Over and over for the rest of her days.

The lust for being a foal factory for Deinos was fogging her mind. And as much as she needed to be fucked, Lightning Spark was not ready for that level of passion.

“Mmmngh~! I-If I could make a request,” she whimpered, apologetically looking up at the mutant changeling. “… c-could you do it as Web Spinner~?”

Deinos would have found this offensive if he wasn't so perplexed with the electric blue mare’s fixation on his previous facade.

"I could be anything you want,” he exclaimed, changing into a variety of handsome stallions, drakes, griffons, and minotaurs. Lightning let out a soft whine when he boldly took the form of Midnight, showing off his Herculean physique. “From the most virile stud alive to those historically gifted with masculinity. Yet you chose… this?”

Deinos shrank all his musculature down to the unicorn scientist’s structure, lacking all the mass outside a toned chest and lean limbs. He folded his arms, his eyebrow raised. “What’s so special to you about Web Spinner?”

Lightning found herself glued to the naked stallion, her heart beating rapidly. His dark shaft hung low between his thighs, twitching with anticipation. “I-I don’t know what to tell ya,” she confessed through hot breaths. “Just the thought of someone like this pinning me down and making love gets me riled up. But perhaps it’s because… he was the only one who seemed to care about me when I got out of the hive…”

It was his turn to blush profusely at her statements. With a deep sigh, he walked over to help her back up, a sly grin spreading his features. “If it makes you feel better… he hasn’t stopped caring~.”

Lightning’s lip quivered, her eyes lost in his gaze before he cupped his face and crashed his snout into hers. Lips locked in a frenzied kiss, his arms sliding around her hips to secure each flank into his palms. She muffled a moan when he pressed his stiff cock into her stomach, as if to give her a hint of how deeply he was about to skewer her. This only made her dripping marehood hotter, the crotch of her pants wholly drenched.

Web Spinner pulled away, a thread of saliva webbing their mouths. “Take off that sticky costume,” he commanded softly.

The pegasus complied eagerly, peeling off the latex top over her head, freeing her sizable bust with a bounce. Next, she spun around to tug off her pants, bending over to present her jiggling buttocks. The unicorn eyed her bare marehood like it was a buffet, tempted to just stick his cock in and take her for a ride. But Web Spinner knew she was a technically virgin, and he couldn’t deflower her so vulgarly.

So once Lightning has stripped herself naked, he seized her from behind. Arms hooked underneath hers, one hand caressing her neck while the other fondled her tit. She gasped and mewled, instinctively backing her ass into his groin, feeling that lengthy horsecock rub against the inflamed slit between her legs.

Her wings extended, trembling from the building pleasure. Her head arched to one side as Web Spinner buried his snout into her neck, layering it with his lips, teeth, and tongue. When he made his way up to her cheek, Lightning turned her head back to take another deep kiss. While his hand played with her breasts and tugged on her nipples, she gyrated her hips around to grind her dripping hot cunt on his meat pole, coating it with feminine lubricant.

After a minute of feeling each other up, the horny pegasus grew restless and whined huskily, “Quit teasing me already! Give me that thick cock! I need it, Webs! Make me your woman~!”

With an enticing offer like that, how could he refuse?

The disguised changeling slid his hands away from her chest to position his flared glands at her soppy entrance. Lightning twisted around to wrap a leg around his waist and hook her arms around his neck. She gazed longingly at her partner before he finally began feeding her greedy pussy inch by inch, letting out sharp sighs.

"A-aaauhhhh!! Fuckin’ finally~,” mewled Lightning, eyes half glazed over and sparks flying off her shaking body. So overwhelmed with sensation, she barely felt any pain when he speared through her hymen, a bit of blood coating Web Spinner’s cock.

“Aagh! So tight,” he grunted upon burying himself until his tip mashed into her cervix, a dopey smile on the pegasus’ face once she felt the satisfaction of fullness. Gradually, the disguised changeling bucked his skinny hips, driven to properly breed his paramour.

Lightning clung to him, rocking her hips to match his pace. His arm kept her leg hiked while the other grabbed her firm buttocks, giving him a better angle to claim this wild mare. Her womanhood clamped down over his surging shaft, making it difficult to pull out. Web Spinner leaned his head over her shoulder before biting down, earning a whorish moan out of the electric blue mare as she hit her first orgasm of the day.

Electricity jolted out of her wings while feminine discharge sprayed down their legs.

“Naaaauh~! Yeees, fuck! W-Webs! Don’t stop,” Lightning cried out. “Keep pounding my fucking pussy~!!”

Web Spinner hissed in response, his self-restraint slipping the more he hammered the horny pegasus… until his disguise fell apart entirely. His bulky mass and extra limbs returned, his coat hardening into a charcoal exoskeleton. His lower jaw split into mandibles, and he uttered a loud shriek, tongue wriggling out.

Lightning’s wanton moans were cut short upon feeling his cock expand inside her spread wide pussy and cervix, eyes widening at the large shape imprinting her tummy. Pleasure shot through the electric blue pegasus’s spine as Deinos began to fuck her harder, her back curving into an arc while her body spasmed.

Thankfully, her marehood could accommodate the oversized alien cock rearranging her split open insides, due to how slippery her love tunnel was. But Lightning was entirely at the changeling’s mercy, only able to scream in ecstasy as he pulverized her pussy.

One pair of arms held her hips while the other held her head up his, where his dexterous tongue snaked its way into her mouth to complete his utter dominance of a potential broodmare.

Lightning muffled moans grew louder, tears streaming down her eyes from the mind-numbing euphoria. Gushes of love nectar dripped over her asshole and between the cracks, making a wet smacking sound every time he slammed against her ass.

And from the way his cock twitched inside, Deinos was about to reach his peak. Whatever sanity Lightning had was drowned by throes of nirvana, going through microgasms until the pulsating cock impaling her was all she could feel.

“Nrrgh! Neeaaah, I’m cumming!! Naaaaarrgh~!!” Deinos announced, reeling his head back with a loud shriek. He held Lightning down into a mating press while releasing a geyser’s worth of spunk down her breeding hole. Lightning was nearly knocked unconscious, her outstretched cunt and wimb flooded to the brim with cum meant for a creature much larger than the poor athlete.

The pegasus mare shuddered, eyes rolled into the back of her head, drool running down the corners of her lips. Her toes curled from feeling her tummy go gravid with the excess spunk pumping into her heated core. Deinos heaved, his multitude of limbs groping her breasts and buttocks at the same time, rolled in circles while he kneaded her most succulent sweets.

Still lodged deep in his mate, the arachnid changeling spun a web-made hammock to lift Lightning up. With a grunt, Deinos removed himself, and the light blue pegasus weakly whimpered as all the packed spunk was fished out her puffy snatch like a waterfall.

Once most of his seed had been spilled, Deinos pressed his snout into her marehood and lapped it clean, making Lightning wriggle and coo, her cheeks burning a hot blush. This was… oddly romantic!

"I've...never felt this full in my whole life," she murmured, patting her slightly bulged belly… before realization sank in, and she began panicking. “Wait! I-I’m not safe! Ahhh shit, I’ll get-”

Deinos chuckled in response. “Relax, I can’t impregnate you,” he reassured. “Only female changelings are compatible with every species. Certain males are equipped with ovipositors, but it's the queen's duty to lay eggs.”

Lightning Spark breathed a sigh of relief. “Oh, thank goodness! And good to know.” Admittedly, it was hard to pick apart changeling drones since they all sounded identical. Then again, she did assume they were mindless monsters…

"Hopefully, that should sate your estrus for a few hours," said the mutant changeling, tracing a finger across the electric blue pegasus’ cum-swelled tummy. “Of course, I wouldn't mind a few more rounds with you whenever you're up for it."

Lightning gave a lazy smile at her lover and replied, “Y-yeah. That sounds-”

Their moment was interrupted when Deinos gave a painful screech, arching forward as something sharp was jabbed into his back. Lightning gasped upon seeing her twin brother, his face full of fury, trying to push more of his lance into the changeling.

“M-Midnight!?”

“Get off my sister!!” He demanded, nostrils flared and eyes pure white. Deinos snarled and twisted enough to back-fist the hyper stallion with both right arms, knocking him away.

The burly warriors stared down one another, the multi-limbed changeling getting into a defensive stance in front of Lightning, who noticed green blood oozing out his stab wound.

Midnight readied his spear and repeated, "Step away from my sister, changeling!"

“If you know what’s good for you, you’ll turn back the way you came,” warned Deinos.

“Not until I get what’s mine!” Equinox’s voice echoed as the bat mare walked beside her partner, fists raised to her face. “Time to squash this bug!”

“W-wait! Don’t!” Pleaded Lightning, rising on sore limbs. “He is not our enemy! The real fight is with-”

But her explanation was lost on deaf ears as Midnight’s eyes widened when he saw her pregnant-looking belly… and snarled with sheer hatred, “Bastard! I’LL KILL YOU!!”

“Middy, No!”

Deinos let out a battle screech and lunged at the charging pegasus, the momentum causing Lightning to stumble to her knees on the web threads.

“Just hang tight, Sparky,” Equinox insisted with a vicious sneer, taking to the air to strike from above.

The light blue mare was helpless to do more than watch the three engage in combat, Deinos harnessing the weapons he assimilated into each of his four limbs. He deflected Midnight’s strikes with a shield, swiping back with the marauder’s fish hook gauntlet. And while his attention was occupied with the blue pegasus, his other limbs wielded a flamethrower to spit enough plumes to keep the bulky bat mare at bay.

The mutant changeling managed to shake the soldier away to properly deal with Equinox, leaping up to take a swing at her. She rolled out of the way, turning to retaliate with a hard fist, only to get hit by a thrown bola net that stuck her to the tree.

“Daaah! Changeling scum!!” She yelled, struggling to break free while Deinos hung upside down, a sly grin on his snout. The batmare had constantly mocked ‘Web Spinner’ for his frailty and weak battle prowess. So he took it upon himself to observe how she fought from afar, in case the chance ever arose.

A bellow of rage pulled his attention to Midnight, who soared at him. Chittering his mandibles apart, the changeling detached from his web and intercepted the bulky pegasus, his weight pushing them back toward the ground. They rolled around mid-air, the blue stallion beating his wings against the changeling’s head while trying to stab his lance through his vulnerable underbelly.

The warriors shoved each other way to land on their feet, and Deinos took the opportunity to fire more webs at his opponent. But Midnight either sliced through it with his weapon or tore it apart with his hands, his enhanced strength undeterred by the steel-like threads.

With another lunge, the monstrous arachnid latched his hands and jaws around the hilt of the hyper-stallion’s spear, his other limbs gripping his massive plumage to keep them suppressed.

Thunder rolled in the darkened skies as the two bulky warriors were deadlocked, scowling at each, tinged with the ancient strife between their races, blind to all reason.

Lightning clutched her stomach as her namesake flashed around the forest, water spitting down the foreboding nimbus. Equinox managed to spring her arm and wing free and worked to pull the rest of the webbing off.

Midnight’s eyes glared white, his muscles expanding beneath his armor. Yet despite his hyper genetics kicking in, he felt his strength diminishing steadily, Deinos able to push him down to one knee.

He clenched his teeth, straining to push himself beyond his limit. And though it was hard to tell with the thunderstorm, the changeling noted the pale streak in his dark mane was growing more white.

With the small leverage, Deinos channeled power into his horn, hoping to put this battle to rest with one blast. But before he could fire from blank point range, Equinox dropped to straddle his shoulder and reel his head back into a choke hold, prying the changeling off her comrade.

The mutant beast bellowed, unable to reach the marauder with any of his arms. Each attempt to shake her off only tightened her hold.

“Found your weak spot,” she taunted with a cackle before addressing Midnight. “Hurry! Spill its guts out while I can still hold him!”

Midnight caught his breath before taking his spear in hand and charging forward. But the pegasus stopped dead in his tracks when Lightning blocked his path. “Enough!”

“Sis?! What are you doing! Get outta the way!!”

“You have to stop this,” the light blue pegasus demanded, unable to find her brother’s green eyes.

“She’s a traitor,” spat Equinox, who squeezed her bicep around Deinos’ throat. “I bet she enjoyed every second of getting fucked by this monster~!”

“Don’t listen to her! I can explain-”

But Midnight bumped her aside and resumed his attack. Fortunately, Lightning’s distraction was enough for the spider-like changeling to slam his back into a nearby tree, making the marauder loosen her sufficient grip enough to fling her off.

She collided with Midnight, knocking them into the wet dirt and mud. Before Equinox could recover, Deinos seized her arms and legs with each extended limb and started to pull them in different directions, determined to tear her apart.

“I spared you in hopes you would learn your lesson,” the changeling hissed, saliva dripping down his mandibles to splatter her face. “I won’t make that mistake again!”

Equinox yelled bloody murder as her limbs were nearly wrenched from their sockets. Yet the attack left him open, where her partner closed in behind Deinos.

Midnight's muscular arms wrapped around the beast's abdomen. Since he could not pierce through the monster’s hide with his spear, he'd tear it off! Veins rippled across his musculature as he flapped his wingspan and pulled with all his might, his teeth gritting when the exoskeleton audibly popped and threatened to split.

Deinos stubbornly refused to yield. If he must die, he was taking the wicked raider with him!

“That's it, Middy,” cried Equinox, despite a tear in her eye from the sheer pain. “T-tear this fucker apart!”

Lightning managed to pull herself back up, tearful eyes watching the combatants try to kill one another, uncertain whether Equinox or Deinos would be torn asunder first!

“Stop it, all of you! STOP IT!!!" She screamed, summoning a surge of electricity as bolts crackled around her. Blue fur stood on end, her plume fully unfurled. The cosmic storm’s unnatural force was drawn towards Lightning, amplifying her voltage and unleashing a pillar of energy to the heavens.

The threesome, struck by stray bolts, were knocked unconscious. The earth beneath them was galvanized at the end of Lightning's discharge, with an eerie blue glow that hummed magnetically. Lightning stared at the scene with disbelief, static dancing off her hands and wings. Her mane flowed upwards, a blue aura wisping off her head and eyes.

“This is… my Onoma?”

*****

Kitsune and Kyube leaped across the treetops to scout ahead of their friends. The male vulpine wore his festival mask to shield himself from the heavy rain, while the hooded kunoichi looked behind to make sure Beatrix and the group were still within sight.

But a flash of brilliant yellow light caught their attention, the pair almost slipping off a branch for how sudden it was.

“Lightning,” presumed Kitsune, astonished by the power surging throughout the dark atmosphere.

“No doubt that’s where we’ll find them,” mused the bandit, who sent a decoy to relay their coordinates to the wayward witch. Landing before the violet mare, he said, “Did you see it?”

“Hard to miss it!” Beatrix confirmed, mesmerized by the electrical display of power. “Incredible!”

Arcanum Folklore watched the pillaring light fade with stray bolts crackling in the sky. “Blimey! Hard to imagine one lone pegasus could conjure that much energy!”

“But if that’s Lightning Spark, then this must mean she’s in trouble,” suspected Cerise, her frown deepening.

“All the more reason to hurry,” added Iclyn, arms folded. “If we saw that little light show, what are the chances the enemy lurks around here too?”

“Spot on,” the erenn stallion agreed. “Me ability to sense magical signatures tells me every Mi-Go-infested twat is heading over there from miles around. May as well have kicked over a hornet’s nest the size of Manehattan!"

“Nothing we haven’t dealt with before,” retorted Penumbra, whose hand was over the hilt of his jewel-encrusted scimitar.

Beatrix turned to the Kyube clone. “Lead the way. And don’t make a sound!”

“Easily done,” the decoy said confidently before dissolving into a bed of leaves. The real fox bandit turned to the fox woman and told her, “Iku zo. Junbi shita no?”

Kitsune smiled and held up her kunai. “Tsuneni~.”

Thanks to the bandit’s help, she had learned much about her abilities here...such as the fact that she could still run up walls and across the water. Her newly conjured yokai fire magic had also improved with every lesson. And despite her cybernetics having fizzled out, the former assassin had never felt more focused and free!

The foxy duo rushed towards where the lightning beam was spotted, tails whipping about through the strong gale. When they finally reached the site, they found three sprayed-out bodies and one nude glowing pegasus hovering over electrified soil. Even from the tree they perched on, the ion-infused air caused their fur to stand on end.

“Holy..!”

Lightning perked her ears, turned around, and gasped. “Kyube! Kitsune!!”

“Thank goodness we found you,” the vixen said, scanning the galvanized ground. “Is it safe for us to come down?”

“I'm not sure,” the athletic mare answered, touching down with her feet. “I think it should be fine!”

To test this theory, Kyube sent another clone to the ground. And the moment he landed, the vulpine was instantly zapped, yelping with pain that transferred to the original fox man. Lightning gazed with shrunken pupils as the decoy disintegrated into fried leaves.

“…or not.”

Kitsune checked over her comrade to ensure he was okay before asking, “I-is there a way to turn this off?”

“I don’t know!! There was a big fight when Middy and Equinox found us,” Lightning explained in a panicked tone. “It was getting ugly, and I just wanted it to stop! O-oh god! What if this never turns off?” More voltage began to wrap around her form. “Am I stuck like this!?”

“Whoa whoa whoa whoa whoa!!” Beatrix called as she levitated out of the trees, hands held high. “Easy, Sparks! The last thing we want is for you to lose your cool! Now just settle down and take deep breaths, okay?”

The frightened mare nodded and began a pattern of deep inhales and exhales until she felt more relaxed. Steadily, the electrical aura vanished from the pegasus’ body, and the ground proved safe for Beatrix to touch down on heeled boots.

“There we go, good job!” The witch said before pulling her half-sister into a tight hug. The vulpines jumped down to join them as the rest of the group arrived.

Lightning pulled away smiling and said, “Thanks, Bea!” Beatrix returned the smile and nodded.

“Not bad,” Iclyn announced despite her stoic expression. “You’re getting better at this.”

The witch tittered and rubbed the back of her neck. “I mean, I am going to be a mother soon. Best I know how to calm ‘em down~!”

“A real pity that you won’t be joining me to comfort Oona during Abadonna's birth.” The frost doe’s gaze fell on Cerise, who brushed it off to focus on her runaway husband. Her soulful pink eyes held a narrowed gaze, taking in the withering white stripe through his spiky mane. He looked even older than he should be!

“Middy… How could you do this to us? To Moonlight!? Why are you pushing everything away?!”

She looked to her brother, who hovered over the monstrous changeling, his scimitar readied. But Lightning was quick to notice and flew between them.

“N-n-no, wait! Don’t hurt him!!”

The group looked perplexed at her while the pale pegasus prince arched an eyebrow.

“Are you outta your mind as well?!” Spat Arcanum. “That thing foalnapped ya!”

“His name is Deinos,” rebutted Lightning. “He’s not like the others!”

Penumbra detected a faint scent of lingering musk off the pegasus mare and put two and two together. “Don’t tell me you and the beast..?”

A hard blush of her cheeks was all the answer they needed, and Arcanum brought a hand over his face. “Ohh, bloody hell! She’s gone and developed Stockholm syndrome!!”

“I-It’s not like that!!” the flustered athlete berated, while she clumsily reclaimed her costume. “My damn estrus was killing me, and I had no choice!”

Cerise grimaced. “So it did rape you?!”

“No! That's not what I'm-uuuugh!”

Beatrix intervened. “Come on, guys, chill! You’re making this way more of a big deal than it needs to be!”

“Of course, you wouldn’t see a problem with this, monster fucker,” ridiculed Iclyn, earning a heated gaze from the witch.

“Not helping!”

“Quiet!” Penumbra said with a commanding voice, cutting the growing discourse short. With a sigh, he addressed Lighting with a question. “Explain to me why we shouldn't cut down this monstrosity.”

Everyone listened in as the electric pegasus gave a short summary of everything Deinos had told her moments ago, down to the potential invasion force Fiery wanted to build through the hyper-stallion, Midnight, and the protoquen, Marathyssa. Cerise was the most disturbed by this news, hands over her mouth to hold down her sobs.

That’s when the unicorn witch took notice of the web net containing the severed horn wands, petrified by their ominous presence. A flash of memories from her last encounter with the Cult of the Nemesis, and how close they had come to claim her, the accursed carrier of the Demiurge, as their prophesied dark messiah…

Beatrix wanted to burn these horrible artifacts on the spot, but knew it wouldn’t help release the souls trapped inside. If the forbidden order had indeed returned, more innocents would be slain in droves to fulfill their wicked purpose.

She jumped when a hand touched her shoulder and turned to see Arcanum staring solemnly at the wands. Sensing his distress, the unicorn mare moved aside, allowing him to secure the net.

Penumbra stroked his chin in consideration. “And you’re certain we can trust this ‘Deinos’?”

“Positive,” affirmed Lightning, looking at the arachnid changeling. “He may look and sound scary, but he’s as against this war as we are!”

“I’d like to hear that from the bug’s mouth,” scoffed Arcanum, giving it a hard stare. Trust was too quickly given these days, and he wasn’t about to give his to some freaky four-armed mutant.

Kyube spoke up. “But if what Deinos said is true…”

“… then we have no allies to turn to in this world,” surmised Kitsune, frowning behind her hood. “We’re on our own!”

“Which means Moon Hammer and Moonlight are in more danger than we are!” Cerise cried. “I should have pushed for them to join us…”

“I’m sure they’re smart enough to know the Crystal Empire isn’t safe,” Beatrix reassured. “But it’s not like we’re safe out here, either!”

“Aye, we best get a move on,” advised Arcanum, his horn flaring with magic to lift the bulky changeling’s unconscious form. “The Mi-Go’s closing in. We can’t afford to stick around!”

With a nod, Kitsune, Kyube, and his doppelgängers took hold of Equinox and carried the marauder, while Beatrix used her magic to carefully lift Midnight. Cerise trailed close by, her mind filled with potential arguments she and her husband would undoubtedly have once he awakened.

*****

Confined within a small room, Moonlight River was helpless to do more than watch Fiery Kickstart and his wives gather their troops in preparation for Midnight’s retrieval.

The batmare rested her chin in her arms while leaning over the window frame, still dressed in the scanty maid costume. Two soldiers were assigned to guard outside the open entrance. And with no vents to access and no wings to fly, the thestral had little means of escaping. While the alarms had died down, there were routine announcements that the Crystal Empire was now under martial law. Any remnants loyal to Shining Armor were to be arrested.

The interior was mundane; a bed and blank walls. Moonlight’s old room had been searched, all materials used to craft her stylized weapons seized. However, the batmare managed to keep a secret compartment in case of such occurrences, hidden under the bed, and hoped it was still there.

And fortunately for her, the on-duty soldiers were more interested in gawking at the crystal maids that wandered the halls. "Mmm. I'd say that one's a seven and a half," one stallion chortled with a whistle, his eyes pinned to the barely concealed, panty-clad flank that swiveled below a short skirt.

"Eh, a bit of a butter face. One hell of a smackable ass, though," the other snickered in agreement. “Oh! How about that one?"

Moonlight rolled her eyes. Seemingly everyone under Fiery was a licentious pervert these days. That extended to her childhood friend, given what she learned from the Amazonians before the coup started. She would have strong words with him once she got out of this place.

With the enforcers distracted by their own rowdiness, Moonlight reached under the bed, slid her hand across the wall, and slowly shifted open the secret compartment. Her face lit up when she found her stash untouched...which included a capped bottle filled with toxins that could paralyze or kill.

Her attention snapped back when one stallion said, "Damnit, we should be allowed to have one round with these maids!”

“We’re on duty,” his comrade firmly reminded. “We have an example to uphold. Besides, we have ‘it’ to take care of all our needs later. So try to keep your pants on until then!”

Moonlight’s face turned sour upon them bringing up Marathyssa and her current predicament. She needed to figure out a way to free the protoquen as well.

"Yeah, I guess," grunted the stallion soldier. "Better than Fiery drumming us down like last time.”

His partner scowled. “Your ‘stunt’ with that nurse is probably why he stuck us with this stupid shift while the rest of the boys are having all the fun!”

“Bruh! Could you blame me for how smokin’ that bitch was? My hard-on was killin' me!"

Another servant mare passing by squeaked when he slapped her across her rump, leaving them with a scolding look. The stallion gave her puckered lips in response. The other guard glanced into the room to check on the prisoner, the wingless thestral now reclining on the bedsheets. His eyes briefly took a peek up her short frilly skirt before turning his head away.

Moonlight furrowed her brows, having shuffled her stash behind a pillow. Now all she needed was something to lure the guards. And it seemed obvious what that would be…

Both guards perked up when an airy moan called behind them, drawing their attention back into the room. They were greeted with the sight of Moonlight feeling up her torso, making a smitten face.

“H-hey! Settle down in there, cadet!” The slightly responsible soldier barked.

“I-I can’t help it,” the bat mare cooed, one hand leaving her tit to slide down towards her subtly parted thighs. “My estrus is acting up again. And all your talk about fucking those mares is riling me up. I need to get some action badly~.”

The other stallion's smile twisted further in approval, leering up her bare legs. Under normal circumstances, Moonlight would have been wearing panties. But the modified two-piece uniform didn’t come with any garments, save for a garter belt. So the frisky soldier got a slightly obscured view of her winking wet cunt and puckered asshole, earning a sly whistle.

"Should have said something sooner! You look far nicer in a maid outfit than military duds." The stallion said while blundering his way in. “And look how wet n’ juicy that pussy is! It’s practically begging for my cock~!"

"I swear, if Fiery catches us doing this again, I will murder you," grumbled the second solider, who nonetheless followed him in.

“Relax! Just lock the door to make sure no one comes in,” reassured the first stallion. “Not like she’s going anywhere. She's still an amateur, isn't she?"

He could not tear his lecherous gaze away from Moonlight’s partially revealed slit, her lower lips still inflamed from the last throes of her heat. Not to mention the aroma that tickled his nostrils when he approached the thestral mare.

Also entranced by her damp musk, the second guard closed and locked the door behind them. He stood by his partner, who fished out a headdress, sheer stockings, and stiletto heels from a trophy kit he'd secretly stored away for such an opportunity. “Seems like your wardrobe was missing a few pieces,” he hooted. “How about putting these on, ex-cadet? Oh, and do it slowly! We’ve got plenty of time to kill~!"

Moonlight gave a girlish giggle when she accepted the compliments to her scant costume and put them on, piece by piece. First, the headdress atop her short dark mane, then stockings she slid up each shapely yet muscled thigh, until she finished with the heels she shuffled into place. With her best doe-eyes, she posed submissively then huskily asked, “How do I look, studs~?"

"Like a work of art," groaned the foremost soldier, licking his chops. “Gods, you’re so fucking hot. Almost forget you used to be a soldier.”

“If you ask me, she’ll look better without the get-up,” commented the other stallion, eyeing her cleavage which threatened to spill out.

A moment's hesitation crossed Moonlight. Despite what Middy had done, she didn't want to cheat on her herd. But hopefully, they would understand the circumstances she was in.

They could help take care of the last remnants of her estrus, and she'd need to be in top shape to escape! Her thoughts drifted back to Moon Hammer and the way he handled Chezka and Panna, the whorish sounds he squeezed out of the railed Amazons. Perhaps she should have gone to him with her ‘problem’…

Shaking her salacious thoughts aside, Moonlight spread her legs wider, the skirt slid up to show off more of her bare slit. Instinct didn't care whose cock was stuffed inside her! "Then why don’t you tear these clothes off me if they're bothering you. C’mon! Show me how a real soldier fucks his slut~!”

The first stallion practically tore away his uniform. The second hesitated, his hand still near his belt where weapons were stored, but Moonlight’s words and next actions got to him. She used a couple of fingers to spread her pussy lips wide open, glistening pink insides fully exposed to their lust-filled eyes. It didn’t take much for him to throw out reason in favor of freeing his painfully erect stallionhood from his pants. Both stallions stood naked before her.

“You have to take responsibility for this, ex-cadet,” the first guard said, pointing to his throbbing horsecock. “On your knees!”

"Yes, sir~!" The batmare saluted and did as instructed, shuffling down until she was head level with their stiff rods. When she wrapped her hands around their presented cocks, Moonlight found their sizes a tad above average at best, lacking compared to Midnight's or Moon Hammer's equipment...yet they were warm and throbbed while their flared tips spat precum.

"Oh yeah, baby," the lead soldier groaned. "Work the shaft!" He reached into her top to pull out her plump breasts, kneading the grayish-purple mounds and wide areola that topped the tips.

Moonlight shuddered as the stallion molested her tit, opting to quiet her moans by taking his partner's turgid staff in her mouth. A pleasant hiss came from his snout, and a hand fastened on the back of her head to push her deeper. She muffled and sputtered, feeling the tip poke the back of her throat and spurt pre inside her maw.

"This is where a mare should be," he proclaimed while helping the thestral bob her head. “Not on a battlefield with those monsters. Right here, safe and sound, comforting us studs and bearing our foals!" Grunts escaped him when he closed his eyes, relishing the warmth of his prisoner’s maw.

Before he could cum, she pulled away with a wet pop, mouth panting hotly for breath until the first stallion took his turn by shoving his cock down her heated gullet. “A-Aaah! Good girl, throat that dick~!”

They continued to molest her tits while she serviced him, her nipples pinched and pulled between them. Routinely, Moonlight would swap between hard knobs to gag on, her breasts left to heave, smeared in saliva that oozed from her lips.

Eventually, both soldiers grew bored with her oral, the carpet below soaked by her feminine nectar that dripped down her inner thighs. And she soon found her outfit removed and pushed back onto the bed, pinned between the two worked-up stallions that manhandled her.

"Technically, I outrank you, so I call dibs on her cunt," the first one called, laying back to lift the sodden bat mare up before impaling her on his cock. Groans and moans mixed when he skewered her balls deep and he almost lost himself on the spot. "Hell yeah-!"

"Hey, what about me?"

"Use her ass, dumbass!"

The second stallion huffed before positioning himself behind her, hands spreading her well-toned cheeks. After giving both buns a firm smack, he spat on her pink, puckered asshole to help lube her up. He rolled his fat tip around her wet sphincter and savored its warm, pliable softness before pushing through the ring.

Moonlight screamed to the ceiling when the stallions settled into an off-sync rhythm, the maremeat in their stud sandwich. She cried out each time the one bludgeoning her backdoor delivered more hard slaps across her toned ass, while the goon spearing her cooch roughly fondled her jiggling tits!

"Aaaugh, fuck, is this slut tight!” One soldier grunted, tightening a fist in her mane to get the mewling batmare to arch into his thrust. “Feels like she's never taken it up the ass before!"

"Insanely wet, too,” The other guard added. “I'm just sliding in! Fuckin’ love it when these dumb, silly sluts put out during estrus. Makes it easier for us studs to pass on our young!”

His words triggered a micro orgasm out of Moonlight, letting out a loud squeak as her love tunnel squeezed down the invading horsecock for its foal batter.

“Yeah~! You like the sound of that, bitch? Don’t worry; daddy’s got enough cream to knock you up twice!”

The thestral mare did her best to ignore their pathetic attempts at dirty talk, determined to make them regret this soon enough. Not that they made it easy with how roughly they treated her!

The duo started to pound into Moonlight faster, harder, while her holes squeezed around their throbbing stallionhoods. She whined and came upon them in messy squirts, staining the bottom stallion’s groin in feminine discharge. Her claws raked across the muscled chest of the one below.

”Hoooly fuck," hissed the first stallion. "This tomboy’s a better lay than most of the maids!"

"Probably lots of-umph-practice with her stud," moaned the second solider, who continued to slam balls deep up her tail hole, her soft asscheeks rippling with each bounce as they screwed her senseless, a thin layer of flesh the mere separation between the pair of horsecocks that stuffed her heated lower holes full.

Moonlight started to grow delirious as the soldiers continued to defile her. A loud ringing blocked out further insults of how she would never be a proper soldier. That she was much better off as a maid for their service, until she could spurt out more soldiers for the war effort.

Grunts echoed across the interior when they sheathed themselves balls deep one last time, finally hitting their peaks and pumping her holes full. The hazed batmare cried out and squirted on them once more, shaking as her well-stretched and well-used insides were impacted by blast-after-blast of sticky, virile cumshots.

The guards went slack atop and under her, pinning Moonlight between them as their cocks remained hard inside her abused pussy and asshole. They huffed, soaked in sweat, barely conscious as their firm hands continued to wander across her curves, her tits and ass slapped red and raw under their spanks.

Shaking off the fog of ecstasy, she slipped her hand behind the pillow and into her stash bag, drawing out thin spikes tipped with translucent poison. It was against her code to slay another soldier, but these misogynistic pigs proved unworthy of the honor. Not after what they did to both Marathyssa and herself!

The stallion beneath the spent thestral stirred, only to notice metallic shine too late. "What the-"

She spun faster than they could react, the thin blades shoved into their necks. The stab alone probably wouldn't have killed them, but the toxins quickly went to work, their faces discolored as veins started to expand across their skin.

They popped free of her gaped orifices and stumbled from the bed, foaming their mouths as they tried vainly to reach for their weapons, while she stood up on shaky limbs. Her snout drew fiercely, taking tiny pleasure in watching the enforcers choke and die a quiet, agonizing death.

It took a moment for them to expire, causing nausea to settle in her innards.

Moonlight stumbled over to a bucket to vomit her stomach contents. The thestral mare was supposed to be a scout, not some assassin! Not once did she think she would go through with killing another pony, especially in cold blood!

But this war threatened to make monsters of them all, turning the world she once called home into an unending war zone. Moonlight wiped her tears, snatch, ass, and mouth with rags before taking a few seconds to collect herself. When she was ready to move on, she retrieved her modified maid uniform and put on each layer.

At least with these additions to her outfit, the grayish-purple batmare could pass as another maid easily. Most of the staff in this section didn't know her face, but she'd have to stay on the down low. After she wiped herself clean, she drank a contraceptive potion (something Fiery tried to ban until Shining Armor stepped in), fastened her smaller, collapsible tools in a garter around one thigh, then made her exit through the hallway. It wouldn't be long until someone noticed the two cum stained corpses she left behind. So now was the time to find Marathyssa and get out!

Moonlight kept her head down and followed the maze of corridors back to the sector where the protoquen was housed. Thankfully, the occasional maid or soldier she passed paid her little attention; most of them focused on recent events after the successful coup.

The doors to Web Spinner's old lab were unguarded. No doubt the soldiers inside were up to their old, deplorable tricks. "Damn it! How do I slip inside? No vents nearby..."

She coated more darts in toxin with no other solutions, knocked harshly on the doors, and then slipped into the shadows. After a moment, the doors slid open, and one of the elite soldiers peeked out. "Who's out there-" A dart thrown into his throat felled him almost instantly.

Moonlight couldn't take any chances, so she used the maximum dose to ensure death was all but instantaneous. In direct one-on-one combat, no doubt any of these stallions would wreck her, especially without her wings! Thankfully, the stealthy batmare caught these bastards with their pants down! She readied more darts and rushed into the open lab.

She found a few stallions buried balls deep in Marathyssa, currently locked back in the form of Celestia, while a couple more stood around her, hands jerked around their dicks, ready to shower her in a fresh batch of sticky spunk. The echoing sound of sex and wet flesh ensured that none heard her swift approach when she spread her arms to launch her darts.

"Hey, who let the maid get in-" The stallion that pinned Marathyssa dropped dead, as did the pair that watched her. The three stallions, still alive, spun to face the intruder. Moonlight hurled more darts, one of which struck home, but another soldier recovered his sword and unsheathed it, the other darts knocked from mid-air. He yelled and rushed her, blade arced above his head.

His partner stumbled and tried to withdraw from Marathyssa, only to find her limbs wrapped around him to hold him in place. "H-hey! Let me go, you dumb-" The protoquen yanked one of the used darts from a corpse and jammed it into his heart. He sputtered, as although most of the poison had been spent, traces of it struck home and caused his heart to rapidly slow until he went slack.

At the same time, Moonlight reached into her garter and slipped on her self-made claw. She barely evaded the wild sword swipe of her opponent, slipped on a stiletto heel she wasn't used to and fell on her butt. He smiled in triumph and drove his blade at the thestral.

Marathyssa hurled herself at the soldier and knocked him off-balance; that moment, the opening Moonlight needed to drive her steel claw into his gut. Blood erupted from his mouth until he crumpled. She huffed for a moment, thankful he hadn't stained her outfit.

The protoquen spoke first, eyes wide with horror. “This one never wished death on them. But she couldn't let them harm you, either!" She'd retaken her base shape, a beautiful, luminescent moth form. "Thank you, Moonlight River! This one feared you wouldn't be able to come back..."

"I swore to you I would. It’s gonna take more than wannabe stallions and heels to stop me!" She joked before accepting the crystalline changeling’s hand and wobbled back to her feet, her face a mixture of ambivalent emotions.

Marathyssa tilted her head. “But they will view you as a traitor now, no?”

The thestral waved it off. “Let them call me whatever they want. I didn’t sign up to be part of Fiery’s regime. Though Shining Armor didn’t treat me any better either… lousy prick,” she muttered that last bit to herself. "Outside of Moon Hammer, you’re the only one I can trust here, Mara.”

“This one has long to bear another pony's trust,” the protoquen mused, pulling Moonlight into a soft, fuzzy hug.

The batmare petted her furry collar before pulling back. “We must move before Fiery’s goon squad locates Beatrix and my herd! Think you can take the shape of a maid?”

"Easily,” tittered Marathyssa, who after she cleaned up took on the appearance of a crystal mare in a maid outfit. She gave a small curtsy before she stepped behind her friend.

Together, the two made their way through the base surprisingly uneventfully. Aside from a couple of handsy guards that tried to grope the staff, none saw through their facade. No doubt what would become a common occurrence since while Shining Armor had forbidden it, Fiery couldn't maintain discipline everywhere with his forces spread thin. If anything, the mustard sleazeball encouraged his men to try and knock up as many mares as possible, aiming to populate the next era with a new generation of 'heroes'. From what Moonlight could tell, the proposition of the maid staff was routine.

In the shadows, one of the guards stood behind a crystal maid, her breasts pulled out and rolled in circles while he pinched and tugged her nipple. His other hand slipped under her skirt into her panties while he fingered her with wet schlicks. She blushed and bit her lower lip to hush her moans, while he promised to take care of her after impregnating her with his foals.

Better they escaped in haste before all these horny stallions made a play for them, too!

The real problem came when they arrived outside the palace, into the capital. Spotlights searched across a civilization under martial law. Guards patrolled the streets and manned the icy walls. It appeared most of Fiery's forces here were positioned to block any escape attempt.

"Security's too tight,” Moonlight harshly whispered. “No way in hell are we slipping past the walls, let alone the main gates! Wish I could still fly!" She shivered in the snowy air that repeatedly blew up her skirt, much to her open irritation while she held it down. "Stupid fetishized garbs! Mara, can you fly yet?"

"This one's still too weak from the drugs," admitted the disguised changeling. "Sorry, Moonlight. Maybe we should turn back. This one doesn’t want you to be punished on her behalf."

Moonlight shook her head. "Couldn't, even if I wanted to. I already killed a bunch of fellow soldiers. They deserved it, but...it makes me sick what this world's become.” She wrapped arms to her chest. “There’s gotta be a way for us to-”

Just then, the familiar face of a minotaur waved them over. Snow crunched under heels across the road on their way over to Moon Hammer, the half-naked blacksmith unbothered by the weather. Beside him stood a mobile cart that contained a small workshop. "Get inside," he proclaimed, his wide hand firmly on the thestral's plush bare bottom to push her inside.

The clop of hooves signaled Chezka's and Panna's arrival. The latter wore a crescent moon-shaped emblem in her mane when the doe asked, "Shouldn’t we search his supply cart?"

"That won’t be necessary," decided Chezka; she and her Amazon partner's wide nipples stood rock hard, since their bared breasts were proudly displayed to the open air. “Moon Hammer’s shown us he has nothing to hide~.”

"Agreed," Panna tittered when addressing the bullman. "We'll escort you out, as promised. Supreme Commander Fiery wishes to open trade relations with your villa, and our presence may make that possible." She winked and smiled.

"We’ll consider it," he answered while taking a cheeky squeeze of their bare breasts before the steelworker took the reins to his wheeled cart. They pulled it towards the checkpoint. Soon, Chezka was by his side and helped pull the machine alongside him. "Oh, you don't have to-"

"This will make it faster. Besides, Amazons have their pride," reminded Chezka.

"Shame I didn't have time to install a proper motor," grumbled Moon Hammer as Panna clambered atop the cart, the doe's snout put to her ocarina, which she started to play beneath the phantasmal moon that loomed overhead.

With Fiery's wives in tow, it wasn't long for the cart to pass the checkpoint with little more than a surface inspection, a scroll with instructions to let the Amazons escort him back home handed over by Panna. The patrol stamped it, then handed it back over with a salute. "All clear! Move on!"

They set off, the walls that barricaded the Crystal Empire caked in ice. They moved in silence, the escape from the capital easier than expected! Likely due to Fiery's forces being preoccupied by other matters. Chezka nuzzled Moon Hammer affectionately, and he returned her clipped smile.

Panna paused her mournful tune. "Wait. Is that-?" She pointed at a silhouette ahead.

Moonlight and Marathyssa hopped out of the back of the stuffed cart. "Shining Armor," hissed his former cadet between her teeth, with an ambivalent mixture of relief and resentment.

"H-hey,” The shamed paladin greeted with a forced smile, barely able to meet her yellow eyes when he stumbled over on his crippled foot, the wall used for support. His rune weapons, armor, and even uniform were taken from him, down to civilian clothes. "Looks like this is it, huh? Haha."

Chezka started to nock a feathered arrow and take aim, only for Moon Hammer to push down her hand. "It would be a mercy kill," reasoned the centaur. "He’s a disgrace! Fated to die alone by the weight of his mistakes." Her blue eyes narrowed under a whip of a wavy white ponytail.

"Death would be too good for the likes of him,” countered Moon Hammer, his muscled arms folded idly. “He hasn't been given proper penance. Hence why he will come with us.”

His smile widened when he hobbled closer. "T-thank you. I’m genuinely grateful for your-“

The minotaur raised a hand to cut him off, his hard face unmoved. "Understand this. You’re my prisoner now. Your freedom will be limited, and you'll have to earn your keep."

The unicorn sputtered. "But-"

"Consider it a chance to reclaim your lost honor. But stray out of line, and I'll break every bone in your body, giving you matching crippled legs. And I'll start with your horn.” The bullman cracked his knuckles to make the threat clear, snorting with flared nostrils, “Do we understand each other?"

"Y-yeah. That's fair." The former prince chuckled and avoided the hateful staredown of Moonlight. Once he'd shuffled his way between her and Marathyssa back into the cart, they began moving again. The three of them sat in awkward silence while the cart thumped across the icy roads into the dreary thickects of woods, aware that stray swarms of Mi-Go potentially loomed ahead.

The concern instead turned to Fiery Kickstart's forces, which were on the move to hunt down Midnight Blitzer and Lightning Spark. They had needed the Amazons to help them slip from the locked down Crystal Empire, but where would their loyalties lie should both sides directly clash?

Shining Armor, seated away from them in the back, turned to Moonlight. Clarity had returned to him after his defeat, his head filled with everything he wanted to say. "Moonie, I'm s-"

"Don't,” she interrupted bitterly, not even bothering to look at him. “Don’t talk to me. Don't touch me. Don't even look at me. And don't ever call me that again! That's reserved for my herd and close friends, not...not traitors.”

"A-alright, I just… wanted you to know I’m sorry." He sighed when Moonlight didn’t respond and looked to the other maid instead. "And you're-?"

"Marathyssa,” the protoquen took her luminous moth-like Crystal Queen shape for a moment, then returned to a crystal mare, aware it would be too risky in her natural state. "This one is relieved to see you survived, despite the circumstances. But now that we’re free, she’s not sure what we’re meant to do now!”

"Yeah, no kidding. It's a mess out there..!" They fell silent, the paladin thankful that what he'd done was left unsaid. However, he carried the impression the rest of them already knew.

Sure, Shining had tried to keep the Crystal Empire together, impeded many of Fiery's more questionable ideas, and taken care of Marathyssa. But it was all undone in a moment, just because he wanted to beat his rival at any cost. Moonlight's contempt was well-deserved.

Whatever apologies he made would sound insincere, or too little, too late. Ultimately, he hadn't proven much better than Chrysalis, Sombra, or any other villain his people had faced.

The unicorn watched the scenery pass. What he'd done was monstrous. Unthinkable. He'd told himself any sacrifice was permissible beat his rival Fiery, but now? He'd betrayed his student's trust and hurt her for no reason! He couldn't blame everyone if they hated him forever!

Marathyssa's hand touched his own, like she could feel the pain that radiated from him.

"This is as far as we go," said Chezka, who pulled the cart to a stop. "We've fulfilled our part of the bargain. Consider us even. The next time we meet, it will be as enemies, most likely.”

“A shame we didn't meet you before, Fiery," lamented Panna, as Moon Hammer rubbed circles around the taut muscled, yet soft and shapely wide buttocks Chezka proudly bore.

"It's the Amazon code," the doe said, hopping down to mount the centaur's back. "Since he saved our lives, we're sworn to follow him until death. But we may be the last Amazons left?"

"Doesn't matter," reminded the centauress sharply. "We took a blood oath. Better death than dishonor." With a playful swish of her tail that tickled the minotaur's nose, Moon Hammer planted affectionate pats on her wide backside, which she leaned into before the pair took off.

The villa chieftain watched them leave with a melancholic smile, assured by the Amazons they wouldn't share any of his secrets or current movements with Fiery. "A darn shame indeed..."

Opening a bottle of milk straight from the teats of his wives, the horned blacksmith gulped down the refreshing, invigorating substance with a sweetness that warmed his muscled belly. He then slid open a window to the cart and asked, "I assume you've taken care of your estrus?"

"Y-yeah," Moonlight's face colored, then darkened when Shining Armor met her yellow eyes, unable to deny that without Midnight around, she wished Moon Hammer could've helped her out rather than some random, scummy soldiers. "At least, for the time being… I might need a little extra help.”

Moon Hammer chuckled with mirth when the cart started to move. "I'll keep that in mind. Haven't forgotten about your prosthetic wings, either! I'll install them first thing after we arrive back home. Well, second. I'm sure my lovely wives missed me dearly, as I do them."

"Yeah, that's fair! They're lucky," she replied with a laugh. The thestral mare didn't want to dally away from her herd more than she needed to, with everything revoking her childhood friend.

Mostly, Moonlight wanted to cleanse herself of the last three stallions she'd slept with, and Moon Hammer would be perfect for that. Granted, they weren't alone, nor did they have much time. No, she needed to focus on the war looming ahead.

Thankfully, he shared his milk bottles with her, Shining Armor, and Marathyssa, who drank down the warm substance in an uncomfortable silence, what had happened between them left unspoken. The protoquen looked between them, uncertain where her loyalties should lie.

*****

Groans aroused from Midnight Blitzer once he woke up to find himself wrapped in chains, tethering him to a thick tree trunk. He jerked his arms and wings, yet the steel wouldn’t budge. Perplexed green eyes turned to the number of allies surrounding him, their faces either masked in strained anger, disgust, or disappointment.

The blue pegasus recalled an electrical blast, zapped by so many volts he'd been knocked out instantly. His gaze found Lightning Spark standing next to the rogue changeling’s unconscious form with a soured expression leveled at her twin.

Midnight then looked back to his friends and asked, “Wha… wh-what’s going on here, guys?”

“Intervention, mate,” answered Arcanum Folklore, taking a quick puff of his smoke and breathing out a thin cloud of nicotine that wafted into Midnight’s face.

“H-hey!” The pegasus wheezed, scrunching his face. “What’s the big deal?”

He grunted when the erenn stallion planted a boot on his abdomen. “You know damn well why you're in the shithouse, son. Don’t act like you didn’t just ditch us for that nasty twat over there!”

The male unicorn pointed his thumb over his shoulder, showing Equinox bound to a tree, still knocked out.

“O-okay, I know it looks bad. And I’m sorry I didn’t tell anyone-”

“I ain’t the one you should be groveling to, chief,” Arcanum cut off, stepping to the side and allowing Cerise to step forward. Midnight gazed at his wife, her usually warm snout twisted with scorn. His ears flopped down.

“How could you do this to us, Midnight?!” The charcoal princess spat. “It’s bad enough you tried to impregnate me in my sleep, but then you ran off without a word with that… t-that cunt!”

The hard emphasis on the word made the whole group stare at Cerise in astonishment; the dancer was not known for having a vulgar vocabulary.

“You were supposed to take care of poor Moonie, not stab us in the back!"

“Y-you think I asked for any of this!?” Midnight barked back. “You knew I was a hyper-stallion when you married me! My needs have to go above everything else!”

“Wow,” Iclyn deadpanned. “Real husband material right there.”

“This doesn’t concern you, you stone-cold bitch!”

“Hey! That is uncalled for,” Beatrix snapped, for once defending her mentor for her icy demeanor. “You’re the one who can’t keep it in his pants. And that’s saying something, coming from me!”

“You don’t know what you're talking about,” denied Midnight, sweating profusely.

“Yes, I do!” The witch turned her gaze to Cerise, lips pursed. “I didn’t want to tell you this, but… Omen shared with me one of Midnight’s dreams.”

The hyper-stallion flustered. “Y-you invaded my dreams?!”

Cerise turned to her husband, trying her best to keep her breathing calm. When her neon pink eyes fell on the violet unicorn, she asked, “… what did you see?”

“All of us,” responded Beatrix uneasily. “You, me, her…” She gestured to Lightning Spark, who turned red. “… Oona, Bellatrix, the twins, Shadow Scythe, Moxxi-Every woman we know! And he dicked us down like his personal harem girls. Fucking children into each of us. It was utter nymphomania!”

Her platinylum tail cautiously curled in front of her crotch to hide how arousing that vivid imagery still was. Luckily, the gang’s attention was focused solely on Midnight, appalled by his lack of restraint.

“I-it’s not my fault!” The blue pegasus tried reasoning while struggling to break his steel bindings. “I wouldn’t be so horny if you’d just let me fuck more than a couple people!”

“Your hyper genetics are what’s killing you!” Reaffirmed Cerise, tears rolling down her cheeks. “And I refuse to be a part of it! Look at your mane! It’s going gray from all the strain you’re putting on yourself!”

“So where’s my cure then!? I don’t see any alternative solution to my hyper-stallionism, other than putting a foal in the belly of every slut asking for it!”

Cerise's glare hardened. “So you admit it! You went behind your herd’s back! You cheated on us!!”

“Yes!” Midnight confessed with seething rage. “And I’d do it again if it means I can survive!”

The pigtailed princess couldn’t take the revelation and smacked her husband hard across the face, leaving a bright red mark on his cheek. Realizing what she had done, Cerise cupped her face and broke into sobs, leaning into Beatrix when the witch wrapped her arms around her.

Penumbra felt equally betrayed, yet hid it behind a scowling visage. The only thing keeping the pale pegasus from beheading his lecherous brother-in-law was causing his sister more grief and his steely composure. And even that was starting to slip, his hand atop his pommel!

Midnight ignored all the spiteful gazes of his comrades, his attention and fury fixated on his twin sister as he called out, “At least I didn't sleep with one of those monsters!”

At that moment, Deinos stirred awake, opening all six of his eyes to take in his surroundings. Upon realizing he was surrounded by ponies (and the vulpines), the monstrous changeling began thrashing, which put everyone on alert.

“H-hey! It’s okay, big guy,” Lightning said soothingly, reaching up to cup and pet his snout, which helped calm his heavy breathing. “No one’s going to hurt you. Right guys?”

“Uhh, y-yeah!” Beatrix replied sheepishly. “So long as he doesn’t hurt us!”

“And he complies with any questions I may ask,” added Folklore, his untrusting gaze mirrored by Deinos. Aware that he didn’t have much leeway, he gave a nod of his head.

“Good,” the scruffy detective said while lighting another smoke. “Finally, a bloke with some sense.”

“You guys can’t be seriously considering working with that thing, are you?!” The heads turned back to Midnight, who angrily rattled in his chains. “He’s a changeling! He’ll rape you when you’re vulnerable and infest your bodies with his eggs!!”

“A bigot and a racist,” commented Kyube.

“Not a hot look,” snarled Iclyn.

"Sister,” he said, directing his heated gaze at Lightning Spark. “How could you sleep with one of these monsters after what happened to our family? Don't you know how many ponies they've-"

"Of course I do!" The electric blue mare snapped back, glaring her twin back down while electricity flared around her mane and wings, fur and feathers standing on end. “I was trapped in a hive for years, praying you or someone would come to save mom and me! But nobody came. And when I got out, I was greeted by a world war torn by greed and malice.”

Her hand motioned to Deinos as she continued, “But he is living proof not all changelings are inherently evil! At least he showed me more restraint than you and Shining Armor have!”

The soldier’s eyes went wide. “Dad tried to touch you?! When I get my hands on the old fuck, I’ll-”

“That’s enough, Midnight! Don’t make me shock you again!”

While the siblings had their staredown, Beatrix used her aura to loosen the chains around Deinos, giving him more breathing room. The arachnid mutant replied, “…thanks.”

Seeing this, Midnight shouted, "Not you too, Bea! You should know by now how dangerous they are!”

“Middy, stop it!” The witch said coldly. “I’ve been trying to help you!”

“Like hell you have! You’re responsible for my current state,” the blue pegasus cruelly reminded, looking between his half-sister and wife. “If anything, you’re both responsible! Back when we first met in the manor, you pursued me! You, Bea, Foal-Bearer, Wet Nurse, Shadow Scythe, and especially Moxxi! You did this to me, Cerise! YOU MADE ME A HYPER-STALLION!!”

Guilt ate at Cerise while she shuddered and sobbed, unable to tell if it was his hyper genetics talking or if this was how he truly felt. How could she have known back then that this was how it would turn out? “M-Middy..! Y-you-"

Having enough of this petty outrage, Penumbra moved past his sister with a balled fist, which he threw into Midnight’s bruised face. Blood oozed from the hyper stallion’s snout, only for another punch to connect. The usually stoic commander could not suppress his wrath anymore as he bruised his knuckles with every crunchy impact.

“You did this to yourself, jackass!!” He bellowed as more blows rained across his hapless opponent. “How dare you put your blame on my sister—your wife! I’ll teach you to hurt my family!”

Penumbra reared back for another punch, only for Cerise to pull him back. "Stop it! He’s still my husband," the charcoal mare bawled. She buried her face in Penumbra's chest, which held her while he glared at his bloodied brother-in-law. "I...I'll be okay," she reassured with a sniffle. "Just… give me some time to compose myself."

Penumbra took in a deep breath and exhaled his frustrations. “Take all the time you need.”

Beatrix's lip trembled at the state of her half-brother, the once soft-hearted and naive pegasus losing more and more of his reason to his depraved and feral instincts. But was he right to blame her? If she hadn’t wished for him to be her half-sibling, none of this would have happened…

"I don't think he can be reasoned with until he's cured," she lamented, her face hidden under the brim of her hat.

Lightning Spark asked, "So what are we supposed to do? We can’t just leave him here!" She, too, was moved to tears, so close to her twin...and yet more distant than ever with his transformation.

“Afraid we don’t have a choice, love,” Arcanum spoke up. “For all that super strength, he’s become a liability. And we’ve got more important things to deal with…” The warlock approached Deinos, holding the web net containing the horn-made wands. "Now, Lightning’s told us a bit about you, but I wanna hear your side of the story. Where’d you get these? And don’t think about lyin’. I’ll know!”

Deinos took a moment to carefully choose his words before responding. “When I wasn’t posing as Web Spinner, I was on the field, spying on changelings sent by Chrysalis to attack Shining Armor’s troops guarding the north quadrant. Some of them wielded these bizarrely crafted wands, obliterating the ponies with a single cast.”

Beatrix trembled as a painful memory resurfaced upon that description. Internally, she begged the giant changeling to disprove her growing suspicions about the Cult of the Nemesis.

“Naturally, I wanted to know how they acquired such weapons. So I followed one drone back to its hive.”

Arcanum arched an eyebrow. “The queen’s hive?”

“I don’t know,” replied Deinos. “There are so many interchanging tunnels; I would have lost my cover if I went any deeper. But I did find what I was looking for. The drone I was tailing led me into a dark corridor, where a unicorn wearing an eccentric robe was waiting.”

A panic breath escaped from the unicorn witch. With a tightened fist, she requested, “Could you… please show me what it looked like..?”

With a short nod, the changeling shifted his form to resemble the cloaked unicorn. And upon seeing the red shade of cloth, hooded visage, and all too familiar eye sigil, Beatrix fell to her knees, violet eyes full of despair.

“…I-I don’t believe it,” she whimpered softly. “The Cult of the Nemesis… they’re back!!”

Tension tightened the atmosphere once the group watched Deinos change into his unicorn stallion disguise. The image of Beatrix’s oldest enemies made everyone fall to silence. Even Midnight, still seething from the beatdown he received, was unnerved by the cultist’s presence.

Cerise lowered to support her friend while Arcanum continued questioning the monstrous changeling. “That’s… troubling. So then, how did you get your hands on ‘em?”

“I took them,” admitted Deinos. “Waited for the right moment to strike and collected as many as I could. I brought them back to the Crystal Empire as a scout for the purpose of letting ‘Web Spinner’ study them. See if the military could make better use of them.”

The erenn unicorn furrowed his brows. “And did you?”

The disguised unicorn snorted. “Obviously not. I wasn’t about to let genocidal imperialists possess that kind of power! Not when they held one of my kindred captive.”

“Aye, the protoquen, if I recall.”

Web Spinner glanced away. “My plan was to figure out how to get these tools to work against the Mi-Go, free the infected changelings from Chrysalis’ grasp. From there, I would rescue Marathyssa, and together, we might restore harmony to both our races. But how those wands were created was beyond my understanding of magic. And unfortunately, Fiery Kickstart took over observations of Marathyssa, meaning I couldn’t reach her without raising suspicion.”

"Not surprising, given how easily you managed to slip by their radar,” noted Iclyn.

“Which brings us to our next problem,” the scruffy stallion surmised. “Where are we supposed to go? The Crystal Empire is run by elitist fucktards, and Chrysalis has her entire swarm taking shrooms! Plus, we’ve got Beatrix’s batshit crazy cultists AND another anomaly running amuck!”

“Our only option appears to be Moon Hammer’s villa,” proposed Penumbra with a shake of his head. “We take shelter and recuperate there. Perhaps they'll be open to help us more directly, given their leader is stuck at the Crystal Empire."

"It would be nice seeing Strawberry and Blue again," admitted Beatrix, still in Cerise's arms. "But won’t the swarm follow us that way?”

“Plus, we’d be leaving Middy and Equinox here,” Lightning added, staring at her twin and the batmare. “They’ll eventually be picked off for sure-"

“Leave them to us,” announced Kyube, who took Kitsune's hand and stood up from their branch. “We'll keep an eye on things here while you get supplies.”

Cerise gazed up at the bandit and kunoichi uneasily. “Are you sure?”

Kitsune nodded. "We can set traps around the area. Plus, we’re more worried about my sister and Chisana, who could reappear near here. You never know!”

"I understand," replied Beatrix with a smile. "Thanks, Kitsune, Kyube!"

"Yeah," decided Cerise, who glanced sadly at her husband. "I think that would be for the best."

Lightning asked, "What about Deinos? He saved my life! I can't leave him here." She felt her brother's furious stare fall on her but brushed it aside for the moment.

“Well, you’ve been more helpful than these two shitheads,” admitted Arcanum, stroking his stubble in consideration. “Alright, let him come along. But I recommend you keep your pony face on at all times until we explain the situation to the holstaur twins. Suave?”

“Agreed,” nodded Web Spinner, who stretched his sore limbs once the erenn warlock unshackled his chains with his magic. Lightning immediately took the opportunity to hug the scrawny-looking scientist, much to Midnight’s chagrin.

"You're much nicer like this,” she admitted with a blush.

He chuckled. "If only more ponies felt that way."

The hyper-stallion’s blood boiled even more when he saw Web Spinner wrap an arm around Lightning's shoulder as they walked away, almost like he wanted to taunt him! His eyes whitened while he bulked up, muscles audibly expanded and lined in veins as he tried in vain to shatter the steel chains.

"I'll stay at the villa for a while,” Iclyn told Beatrix. “But after that, I'll need to be on my way to the Isles of Parras. It’s not too late to change your mind, you know…"

Beatrix tensed her shoulders, still torn between staying loyal to her promise and being there for her lover and newborn child. Cerise also felt guilty for applying pressure on the violet mage. Especially after seeing her husband disregard everything for his baser instincts to breed and dominate. Was keeping the promise even worth it anymore?

Kyube and Kitsune waved them off while Midnight remained shamed-face and continued to sulk, uncertain whether he could make amends after his betrayal.

Nor could he turn to Equinox for support, since she was still unconscious. The only thing quelling his unstated lust was his burning hatred for the monster who mated with his twin sister! True, Deinos, or Web Spinner, helped save his twin sister, but...

No, Midnight wasn't to blame! They were responsible for all this mess! They owed him their fertile bodies to keep his legacy alive. He wouldn’t stand for some changeling to steal away his sister! Lightning was his to protect. His to love! His to…

The rage steadily died away, replaced by melancholy when his muscles contracted and his eyes returned to their bright, emerald state. Sadness and self-loathing washed over Midnight like a tsunami wave.

He was like Shining Armor, both the old fool here and the one he fought in the Lost World. He made his wife cry and said all those horrible things to his friends! Why couldn’t he control himself? The blue stallion silently sobbed and strained at his binds, helpless to do more than watch his friends leave him behind.

“Hey,” a husky feminine voice whispered.

He lifted his head to find Equinox awake, having been faking her unconsciousness the whole time. She flashed a large grin.

Midnight narrowed his tearful gaze. “You… you encouraged this! You made me hurt my wife!!”

“I didn’t make you do nothing you wouldn’t do yourself,” the marauder slyly replied. “But unlike those losers, I’m still here with ya. I’d never turn my back on you… unless you want me from behind~.”

"They're still my friends," he protested meekly, his will spent. “M-my family!”

"Are they? They looked pretty cozy with that damn changeling to me! You know they'll try and broker peace with the enemy, but who knows when that monster will turn on them. I bet he convinced Lightning she wants to be his personal incubator~!”

The chains rattled as Midnight’s anger returned tenfold, bulk expanding against the steel bindings. “No! I won’t let that happen!”

“That’s right, stud, get mad! Cause it’s up to us to fix this hot mess!” Equinox sneered as she, too, strained at her shackles. “But first, we need to find some way to free ourselves..."

The keen eyes of Kyube and Kitsune were constantly upon them, even while the foxes casually trained. For the moment, neither of them could see a way out of this.

Patience wasn't exactly one of their virtues, but the prisoners would seize their chance once it came...

*****

Unbeknownst to the travelers, they were already on Queen Chrysalis' radar. The Mi-Go mushroom had spread its mycelium far and wide through Equestrian soil, sprouting more minor variants of itself to spread its spores.

Other changeling hives buried underground were breached, filled with root-like appendages that contaminated the air tunnels. Soon, no changeling would be free to resist Chrysalis’ beckoning call.

While she slumbered naked in an emerald pool, the eldritch fungus twisted her dreams with prolific visions of her upcoming victory. All of Equestria and its creatures would be subjugated under her will in a field of magenta.

She smiled to herself with a low moan, the calm cascade of water soothing her voluptuous figure. She had sentenced all the opposing protoquens to be either executed, or were in constant use to keep her breeder drones entertained. And the only one who had escaped was now the sex slave of her greatest enemies!

So long as Chrysalis resided in her chamber and kept her connection with the Mi-Go strong, her domination would be absolute. Her resurgence to power was inevitable!

But something was stirring from outside her room. Something that required her attention.

With a reluctant groan, the changeling queen opened her eyes beneath the waves, sclera shimmering with lavender veins. She arose to the surface, liquids dripping off her dark teal mane and limbs. Her wings buzzed to life once the Mi-Go’s appendages carefully detached from their host.

Chrysalis released a stiff moan while stretching out her limbs with sickening cracks. Cordyceps wriggled from her arms, a tiny shroom blooming from the fixed crown atop her head. Her regal gaze fell on the lone changeling fluttering in the chambers.

“I hope you have a good reason for disturbing my bath,” she sneered while sticking out her wide hip for her hand to rest on. “It is crucial that I don’t spend too much time apart from the Mi-Go!”

“My apologies, your highness,” the drone buzzed, lowering its head. A bit of fungus had only started sprouting from its carapace. “There are visitors that seek an audience with you.”

The evil monarch furrowed her brows. “Who dares to have the nerve to summon me?”

Instead of directly answering, the trembling drone began drawing in the dirt. But one glance at the hastily etched symbol told Chrysalis everything she needed to know, and her glare softened.

An almond-shaped eye caught between teeth.

“Ahh… them,” the royal changeling murmured uneasily, glancing back at the illuminating fungus that beckoned her return. “Yes, that would be important, wouldn’t it?”

Her eyes fell back on her drone, amused by how frigid and terrified it seemed. The side of her lip curled once she waded forward, sinking to its level to raise its head to face her.

“Does their presence frighten you?” asked Chrysalis.

“Y-yes, your majesty,” it confessed, its compound eyes unable to tear away from her luscious curves once moisture dripped down the slopes of her breasts, over her belly and fertile mound.

“N’aww, poor thing,” she cooed softly, scratching under its chin. “C’mere~.”

Chrysalis nuzzled the changeling’s head in the comfort of her bosom, running her fingers over the crook of its neck. A light titter arose upon feeling its tongue lick the soft texture of her tit flesh.

“It is alright to fear, pet…” she told it while her smile slowly contorted into a scowl, the drone tensing up when her nails dug into its spine. “…unfortunately, that fear is severely misplaced!”

"P-please, my queen,” it chittered with distress. “We aim to serve!”

“And you will serve me, willing or not!!”

Quicker than the drone could react, Chrysalis tore its head off, discolored blood left to shoot from his neck stump as his headless body writhed yet continued to stand.

She planted a kiss on the disembodied head’s snout before tossing it into the pool, where it would decompose into nutrients for the eldritch mushroom. “Ahh… I feel much better now~!"

Chrysalis could easily breed up an entire disposable army, so a few losses were more than acceptable! So long as she spread the Mi-Go’s influence with their corpses, all of her kindred would live and die to please her.

And it wouldn’t be long until the alien cordyceps mutated to prey upon pony vessels…

But before the changeling queen could carry out her plot, she should first see what her ‘guests’ wanted of her. After fixing her mane to drape over her bare chest, Chrysalis left her chamber with swaggering hips, roots seeping out the decapitated drone's body and neck.

She followed one hollowed-out tunnel that gradually became darker the further she descended. Not even the fungi’s bioluminescence could penetrate through the black veil. And when it became too dark, the evil monarch halted, unable to suppress a shudder crawling up her spine.

“I know you’re there,” Chrysalis called out, managing to muster enough bravado. “Cease with this pretentious lurking! I haven’t got all day!”

A layer of scarlet haze began to fill the catacombs. Then the ruffling of cloth as robed figures emerged, cloaked in wine red. Patterned sashes secured their waists, their signature eye sigil embedding the fabric draped over their chest. Their faces were concealed in perpetual darkness. Not even the horns lifting the long hoods gave Chrysalis a hint of their identities. Her ears flickered at the sound of low chanting, a choir of male and female voices speaking a language she couldn’t understand.

Then, the cultists stepped aside to make way for a lone figure to step forward. His robes were decorated with more ornaments, signifying his higher status.

“We will not take much of your time,” his deep baritone assured. “For soon, there will be no time at all.”

“Worthless babbling,” the changeling queen hissed. “What is it you want?”

The head cultist pointed at Chrysalis and warned, “I would amend your attitude if I were you. You would not have the Mi-Go at your leisure if not for us. And your kindred would have abandoned you.”

Chrysalis hardened her sneer but didn’t object.

Lowering his accusing hand, he continued. “Now, it has come to our attention that the wands we gave you are missing. What has become of them?”

“… Deinos took the wands,” admitted the monarch changeling. “I sent my changelings for a field test against some of Shining Armor’s scouts. But then that freak took them after the slaughter. Make no mistake, I will apprehend that treacherous arachnid!”

The leading cultist tilted his head slightly. “Had?”

She rolled her eyes with disinterest. “Some witchy bimbo and her entourage have him in their custody from what I saw through the Mi-Go. My swarm is heading to their location, so it won’t be much longer until they're taken care of.”

The lesser members turned to one another, muttering quietly.

The head cultist chuckled. “That ‘witchy bimbo’ is one Beatrix Belladonna. And despite appearances, she is not so easily dispatched.”

Chrysalis quirked her eyebrow. “An old adversary, I presume?”

“We once sought her as our dark messiah,” confirmed the cultist. “Through the Necronomicon, she would have become the most powerful spellcaster imaginable. Beatrix would have wrought a great age of darkness across the cosmos, none the likes have ever seen. But that time has long since passed. And a new anomaly has given us purpose once more.”

“Errgh! Spare me your cryptic riddles,” snapped the changeling queen. “What does any of this have to do with me!?”

“Your battle with the Crystal Empire is vital to the plan. But now that Belladonna has the unicorn wands, the tides are not in your favor. And because of your incompetence with our instruments, we are forced to take a physical part in this war.”

His statement made Chrysalis scoff. “Sorry, but I don’t play well with others. The power of the Mi-Go and my swarm are all I need!”

“You misunderstand,” said the spokesman sternly. “This is not a request. We must ensure your victory is absolute, for our anomalous leader wills it.”

“Ohh, really? So where is this ‘all-seeing anomaly’ if this meeting was so important? Hiding in the shadows~?”

“I am not hiding anywhere,” an ominous voice answered, causing Chrysalis’ arrogant smirk to drop. “I’ve been with you all this time.”

The scarlet-robed cultists shuffled to the sides as something small floated out from the dark tunnel. A familiar figure that made the changeling queen pale. Her eyes went pinpoint with horror.

There, wearing a frilly gown, was young Flurry Heart. She wore a smile too wide for her face, her eyes black like a starless night.

“N-no!” Chrysalis stammered, falling to her knees while trying to scurry away from the alicorn filly levitating towards her. “This isn’t possible! Y-you’re dead!!”

“Nothing ever really dies,” Flurry Heart said, another voice overshadowing her own. “So long as it can be remembered.”

But the changeling queen shook her head, refusing to believe the dead daughter of Shining Armor stood before her very eyes. “This must be some kind of trick! An apparition!?”

Flurry let out a childish giggle. “Oh, I can assure you. I am very much real~.”

To prove her point, the pink alicorn leaned forward to playfully boop Chrysalis on the snout, making her jump.

That’s when the monarch noticed the blackened tears seeping down her cheeks, the tiny fidgets in the alicorn child’s movements. As if resisting some unknown force.

“So that’s what this is,” realized Chrysalis. “I can see the puppet. But where is the puppeteer?”

“Everywhere… and nowhere,” the anomaly using Flurry Heart responded. “The less you know about something, the more you begin to fear it.”

The monarch changeling stiffened before standing up, furiously declaring, “I. Fear. NOTHING! It is you who should be afraid!!”

Her jagged horn lit up to launch a spell at the entity… until reality distorted with brief static, Flurry’s possessed body inches away from Chrysalis’ face. Discombobulated, she tried another attack. But her comprehension of time was again skewed, somehow on her back while her opponent loomed over her.

“Wh-what?! What’s happening,” she demanded with severe confusion. “What kind of sorcery is this?!”

“Magic your feeble little mind couldn’t begin to grasp,” answered the anomalous entity, frowning at her, black eyes widened like saucers as her own horn lit up to conjure a spell. “Here. A brief glimpse into oblivion.”

Chrysalis wailed and screamed as her psyche was assaulted with unexplainable horrors. Civilizations collapsing into each other, eyes with teeth, memories of her past fusing with events she couldn’t recognize. The effects of the eldritch fungus only amplify the overwhelming violation of the queen’s senses.

“STOP, PLEASE!! M-MAKE IT STOP!!”

‘Flurry Heart’ ended the spell, allowing Chrysalis to recover her awareness with deep breaths. She curled into a fetal position, the horrific imagery still burning behind firmly shut lids.

“Open your eyes,” the anomaly ordered.

The changeling silently refused; her pride completely shattered while she whimpered.

It spoke again with pure malice, its voice completely overshadowing Fluffy’s. “Look. At. Me. Or I will tear off your eyelids!”

Fearful of the repercussions, Chrysalis gazed into the soulless black orbs leering at her.

“It is in your nature to fear,” the anomaly told her through Flurry’s mouth. “And correctly, you tremble. But fear is not what you owe me, Chrysalis.”

That insidious smile returned as the alicorn filly cupped her chin to prevent her from averting her gaze, whispering,

“You… owe me awe~!”

When the changeling monarch gave a quiet nod, the unknown entity backed away, folding the alicorn’s arms behind her back.

“Excellent. Now back to the matter at hand,” ‘Flurry’ said as her feet touched the ground. “Since the wands cannot be retrieved, I see no alternative but to craft you a new one. Try not to lose it. It’ll be our most powerful tool yet!”

“W-why do I need one of those things?” argued Chrysalis, her snappy attitude resurfacing.

The alicorn puppet tilted its head to the side, an amused smile on Flurry’s snout. “Rejecting a means for more power? How unlike you~!”

“As I’ve said before,” the changeling queen began as she stood up. “My army of changelings, combined with the Mi-Go’s symbiosis, is how I will conquer Equestria. I will accept your allegiance, but I do not want any more of your ‘gifts’!”

“It is true that the Mi-Go’s influence is nigh unbeatable with a proper host. Unfortunately, it comes with a severe drawback. You have to be stationary in that chamber, with sentinels your only means of defense. Consider this extra wand security in case our enemies discover your location.”

“Preposterous!” Chrysalis rebuffed. “No pony has ever traveled this far underground! They couldn’t possibly be able to-”

“They can,” insisted the anomaly. “And they most certainly will.”

The changeling queen growled, yet she didn’t want to invoke more wrath. With a reluctant sigh, she said, “Fine.”

“I knew you’d see things my way,” the entity tittered before turning to the Cult of the Nemesis, who gathered around the pink alicorn. “Before creation must come destruction. Through conflict and strife, our ambition will resonate throughout the song of time. Thousands shall be sacrificed, but their screams will awaken a new universe. And when all is drowned out by silence… only then may darkness settle in.”

Before Chrysalis could question what that nonsense meant, the cultists began chanting in an eerie harmony. Flurry Heart shuddered violently until she ceased all motion.

Then a sickening crack sounded as her limbs contorted into unnatural angles, startling the changeling with a yelp. She watched as the pink alicorn gradually darkened into an obsidian-like substance.

Flurry then closed her eyes. When they opened, her familiar teal-green pupils reappeared. And in her last moments of awareness, she let out a harrowing scream.

“HELP ME!!!”

But Chrysalis was utterly petrified, helpless to do more than watch as the alicorn’s life force was transferred into the horn atop her head.

The spokesman wrapped his hands around the unicorn's horn before breaking it off, an immense magical aura flowing around the spiraling appendage. He passed the newly forged ‘wand’ to Chrysalis, who curled her fingers around it with shaking hands. Her eyes couldn’t tear away from the frightening visage of Flurry Heart, forever crying out in anguish.

“Return to the Mi-Go and replenish yourself,” the head cultist told her. “We will meet again shortly to discuss our next course of action.”

One by one, the Cult of the Nemesis disappeared into the black veil, leaving a distraught changeling queen alone to ponder the consequences of her actions.

Author's Note

Remember, this tale crosses over with Undeath and Rebirth (Located on my co-author Notaponyperson's story list), so if you enjoy this tale I suggest you check that out too!