It would not be long now until Equestria was in Spike's hands. With every Princess in Equestria on their side, it was already theoretically possible for them to take over Equestria with the power of the Princesses alone, but Spike and Rarity didn't want that. They didn't want violence or suffering, they wanted a peaceful takeover of Equestria, so that would mean taking over the Council and Parliament. Thanks to Celestia and Fleur's combined efforts, both the Parliament and Council were in their control, but there were three figures who could lead a resistance against their new rule.

"You know, I never had any idea that Bon Bon was a spy." Rarity purred. She was snuggled into Spike's chest, as they lay on one of Celestia's royal sofas. They weren't fucking, instead taking a moment to relax. In Rarity's hands, a book laid open, a present from Celestia with profiles on the three ponies she suspected might have the potential to resist their takeover.

The first was Bon Bon, the best spy from S.M.I.L.E, the second top-secret agency in Equestria. Its agents believed it to exist to deal with magical creatures, but its true purpose was to draw attention away from L.U.S.T. Those who suspected a secret conspiracy in Equestria could have their curiosity sated discovering S.M.I.L.E and not investigate further, but that didn't mean its agents weren't skilled, or that Bonbon, or 'Sweetie Drops', could be a problem. She would have to be made a slave.

Second was Tempest Shadow, Gleaming Shield's replacement for the Royal Guard. According to the profile it had been a difficult decision for Celestia, as Tempest would almost certainly undermine Gleaming's efforts to make the Royal Guards sluts for Spike, but in the end, she had chosen to keep the unicorn close to Canterlot so she didn't make trouble independently.

And the last of these was Spitfire, or the Wonderbolts as a whole to be precise. After the Royal Guard, they were perhaps the ones with the most military experience, and Celestia worried that their popularity would be able to inspire rebellion. With these three taken care of and made to serve Spike and Rarity, Celestia believed that Equestria would be theirs.

"Celestia really has thought this through," Spike noted with pride, his arm caressing Rarity's shoulder. The unicorn Mistress curled in his arms, smiling.

"I suppose you would with a thousand years to develop your plans they would be quite thought through." Rarity purred, but she was then distracted by the appearance of a time portal in their room, which could herald the arrival of only one alicorn. "Flurry Heart?"

"Forgive the intrusion, my Master and Mistress, but me, Applejack and Applebloom have made some modifications to the timeline. I'm here to shield your memories from being altered so that you may embrace them fully." She explained, her horn lighting up and covering the room in a pale gold, shielding them from the changes to the timeline.

Rarity and Spike were both a bit nonplussed by the casual mention of a change to causality. "So, what did you change exactly? And what didn't you ask us first?"

"Forgive us, we had only wanted it to be a surprise. As for what has changed..." Flurry Heart's lips curled into a coy smile. From behind her back, she produced a magazine for Spike and Rarity. "I believe the results speak for themselves."

Glancing at the cover, neither Spike nor Rarity were surprised to see that it was a raunchy Playpony magazine, but there were a few things that did surprise them. The magazine pictures was of much higher quality than in their old timeline, as if made with more expensive equipment, perhaps hinting at a larger audience. A quick flicker and skim through the pages showed that all the articles had been removed and it no longer pretended to be anything but porn, but what really drew Spike's attention was the model on the cover.

Dressed in nothing but a bikini that was several sizes too small and a pair of sunglasses was none other than Pear Butter. She simply radiated all the energy of a confident MILF, striding along the pages with a sexual hunger plastered on the camera. A far cry from the pictures of her that the Apple Family had had once before, her age had disappeared and her clothes more modest.

"So, I'm guessing you went back to save her," Spike noted, his eyebrow raised and his smile growing hungry. Peeking over his shoulder at the magazine he could tell that Rarity was also quite eager to meet the new Pear Butter. He could feel her drool on his shoulder.

"So, Master, what do you think? Maybe a secret trip to Ponyville is in order?" Rarity asked, her perfectly shaped tits pressing into his back as her hands clasped his shoulders. "With Celestia and Luna now corrupted, I'm sure nopony would mind. And I'd love to see you have your wicked way with the Apple family, perhaps through a magic vision though, give us some alone time."

"Never knew you were a voyeur, though at this point I'm hardly surprised," Spike said with a cheeky smile. He stood up, leaving a grinning Rarity behind on the sofa. "Guess I'm going to Ponyville for the day."

Flurry Heart opened a new portal, one straight to Ponyville, just outside Sweet Apple Acres, which closed behind him when he stepped through. The fresh country air filled Spike's lungs and he could not help but feel a sense of nostalgia and cosiness returning to his home town. Even so, he didn't intend to stay long, making his way up to the farm to meet the new and improved Pear Butter.

As he walked he could feel the immense summer heat beating down on his back. Silently, he cursed Flurry Heart for not opening the portal closer, and a little of lust was replaced by a desire for water. As if answering his desires, he was interrupted by the sound of a loud splash of water. Turning to face the source of the water Spike found one hell of a MILF, but not the one he expected.

Instead of the gorgeous, thicc Pear Butter, Spike found himself surprised to find a lovely woman whose lithe body still managed to be blessed with a lovely pair of big bouncy tits. Her hair was tied up in silver pigtails, making it far too easy to mistake the MILF for a young adult. She was dressed like the typical farmgirl slut a tiny pair of daisy duke shorts and a long-sleeved shirt, tied up to show a vast canyon of cleavage. Both were drenched in a bucket of water, making it all too easy to see she wasn't wearing a bra under her shirt.

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The woman noticed Spike approaching from the corner of her eye, and a cocky grin spread across her face. She folded her arms under her chest, and pushed it upwards, making her tits bulge through her cleavage just a little more. "See something you like, Master Spike?"

The voice sounded familiar, but only slightly. It was cocky and teasing but if you put it through an age filter it might slightly resemble the oldest member of the Apple Family. And her eyes were the same colour as Granny Smith's as well.

"Depends on whose offering," Spike replied, intentionally avoiding triggering the Root of Honesty. "Perhaps you can tell me whose tits these belong to."

Successfully convincing her that this was more simple flirting than any real confusion, the woman smiled wider, her hands shifting to her hips, a come hither stare in her eyes. "Playing coy are we, Master? Guess even you can't keep track of all the sluts in your growing empire or sluts and whores, or maybe you were distracted by mah' granddaughters this whole time."

That confirmed it, it wasn't just Pear Butter who had been changed, but somehow Flurry Heart's time travelling mission had changed Granny Smith from a decrepit bag of bones into this smoking hot MILF. She seemed more familiar with Spike rather than the passing acquaintance they were in the original timeline. "Well, how have Applejack and Applebloom been?"

"Oh, they've been good. So very good. They still haven't stopped talking about how damn good your cock is, not that Ah can blame them." Granny said, her eyes flicking down to his crotch, her face twisting to quite an envious one. "Quite unfair when you think about it though. Their mother and I have spent decades being forced to make do with imitation dildos and inferior male cock, and those two Young'uns get rutted all the damn time, not being adults not too long ago. "

Granny came closer, her every step accentuated by a seductive sway of her body until it pressed against Spike's chest, her pair of round breasts pressing against his, a hand drifting down to Spike's crotch. "And after all that work Ah did, training them to be worthy of this beast."

Spike felt his scales tingle from the implication, if he heard right, it seemed Applejack and Applebloom had received quite a bit of training from their mothers on how to please him properly. He'd have to try them again soon enough, but for now, he was distracted by the addition of two new MILFs to his collection.

"Wow, Granny, what big tits you have," Spike said, in what was quite possibly the cheesiest line he'd ever said. He saw the slightest roll of Granny's eyes but she ultimately decided to play along.

"All the better to wrap them around your dick, my Master."

"And what sexy lips you have."

"All the better to blow you, my Master."

"And what a sexy ass you have."

"All the better to fuck you, my Master." She giggled, pressing herself closer to him. Her strawberry perfume filling his nostrils, and the fingers around his crotch traced along the tip of his cock. Measuring its size and finding it to match her every expectation. "So what say you, Master? Are you going to keep me waiting? Perhaps it's for the best, I do have several times their experience, I wouldn't want to drain you dry."

Spike grinned like a wolf, he hadn't expected this, but he was far from disappointed by this result. He answered her question by pulling out the magazine from earlier, with the sexy model. "Drain me dry, huh? I doubt that, after all, I doubt you've been with a REAL man until now. Let's make it interesting, bring your daughter-in-law. When I saw an ass this fine in this magazine, I just knew I had to fuck it."

Granny's smile became proud. "Yes, she really pulls that look off well. She's come a long way from the puritan fool she used to be. Mmmm... if only her Daddy could see her now." Then she stood back, posing her body with her back arched and tits thrust forward, practically daring Spike to take them within his mouth. "So, Master, you think you can take us both? Granny Milf and Pear Butter? The two slutty matriarchs of the Apple Family?" She smirked. "Let's find out."

She led him through the Apple Farm and to their garage where Pear Butter was washing the family's truck. She was dressed with her bushy orange hair tied partly into a ponytail, her gigantic ass squeezed into a pair of dukes so small they might as well be panties, and her tits trapped in a bikini pressed against the bonnet of the truck. If Spike didn't know any better, he'd think she was using her tits to clean the truck more than her sponge.

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"Now aren't you just the perfect treat for this hot summer's day." Pear Butter purred, resting her head on a cheek and gazing at Spike with all the awe that a school filly might afford their crush. "So, what reason does a hunk like our Master have for coming to our little farm, Granny?"

Spike as an answer simply held up the Playpony magazine, which led to Pear Butter beaming with pride. "Did you like it? That's probably one of my favourite photos."

"I think you know the answer to that," Spike answered, his eyes flicking to his crotch. Granny, getting the hint proceeded to trace her fingers along its long and erect length. "What do you think?"

"I think you enjoyed the sight very much." Pear Butter purred, batting her eyelashes at him. "I'm also enjoying the view now."

"You know, Granny Milf here was telling me that she could drain me dry, but I'm betting that I could fuck you both into submission. What do you think?" Spike asked, with a wolfish grin.

"What do I think?" Pear Butter asked, her hand covering her mouth coquettishly. "I think Granny knows she's going to lose that bet. I think she just wanted your cock."

"Bet, huh?" Spike asked, eyebrows raising. "What are we betting?"

"Well if we win, then you've got to stay at our farm for a week so ya can fuck our family senseless. And if you win, well..." Granny purred, making a show of trying to think of something. "Well, we'll let you decide in that case."

"Something tells me I will," Spike said, the two Apple MILFs pressed into his body on each side, their lovely tits pressed into his arms as his hands grasped their asses. He was led through the farm, up to their bedroom, their bodies growing warmer with every step as the two MILFs anticipated how exactly their Master would fuck them senseless.

They arrived in the bedroom, it was quite expensive and furnished, albeit one made mostly from old-fashioned materials like polished wood and patterned fabrics with few signs of any electrical appliances. However, the room smelt nothing like old-fashioned values, not with such a thick smell of sex hanging in the air.

"I smell that this room has seen a lot of use," Spike noted with a cheeky grin.

Granny Milf's smile turned proud. "It's given me a lot of experience." She traced her hands over a dildo that had rested on top of the dresser. Spike noted that they were each shaped like his own cock, after all, what cock would be any better? "I mean, how much better could the real thing really be?"

Granny Milf's smile was cocky, and the look in her eyes was daring. Her ass was pushed back, with her tail swept to the side. She was daring him to fuck her, and Spike was all too eager to meet her challenge. He pushed Pear Butter to the side, and in one single movement, he tore those daisy dukes off with one hand and with the other, he shoved her down by the neck.

Granny's arms were thrown forward, stabilising herself on the side of her bed with a yelp, but a wiggle of her ass betrayed her excitement. "You're eager, but that ain't no match for my experience, Master."

"Let's find out," Spike growled, his cock fully erect and he could see Granny Milf's eyes grow large as he lined it up behind her clit.

"Dear Celestia, Ah knew it was amazing but to see it in person." She whimpered, a bead of sweat on her head as she shivered in wake of it.

"You were too cocky Granny." Pear Butter giggled, leaning over Spike's shoulder, her tits pressed into his back, her ass swaying from side to side. "Now you gotta face the consequences. Fuck her hard, Master."

"As you wish," Spike growled, his hands spreading Granny's firm ass apart, he took her by surprise by not plunging into her sopping pussy but instead fucking her asshole raw. It was tight, despite her experience, the hole hadn't seen much action, as he had to push for every inch he gained.

"AIEEEEE!" Granny Milf squealed, her confidence falling off her face in an instant, and her tongue drooped out of her mouth as she was driven to immense pleasure. "You-you-"

"Dirty move, Master." Pear Butter chided teasingly. Her lips started pressing against Spike's neck. "Such a sexy dirty move."

"This hole is tight, what happened to all that experience?" Spike asked, a cocky smile reaching his lips. "It seems you weren't as prepared as you thought."

"I-I-FUCKKK!" Granny Milf moaned, barely able to form words through a haze of arousal. "I-it's because-"

Pear Butter was giggling as she whispered into Spike's ear, her hot breath tickling his scales. "She was always such a domme, she'd never let anypony else fuck her in the ass. No, she always had to be on top, always had to have the power, but now look at her."

Spike did indeed look at the red-faced MILF, all her previous confidence was collapsing around her, and only a trace of that old Apple stubbornness remained. But it was still enough for her to show some defiance. "That-that all you fucking got? Like that's enough to break meeee!"

Spike's eyebrows rose at the continued challenge, he started to wonder something. He leaned forward, breaking from Pear Butter's grip, and rested his body against her back. Feeling it almost burning to the the touch, it was drenched with sweat, she must already been sweating with anticipation from before they'd entered the room. "Oh, but I think I am fucking you. And you know, I think that's exactly what you want, what you've always wanted."

He pounded particularly hard into her asshole, his power over her laid bare for both to see, but Spike wasn't done. "I bet you've always wanted to be fucked like a common whore, I bet that whilst you get off dominating mares, you've always dreamed of being fucked into submission by me. I'm right, aren't I?"

Granny let out a howl of delight, and Spike could feel her asshole clench around his cock. Like a dog wagging its tail, her asscheeks were shaking ever so little, trying to edge Spike's dick further and further into her. "YES! FUCK, YES! It's true, Master!"

Pear Butter let out a giggle, smiling proudly. "Oh, I always suspected this was the case. Go on Master, fuck her and bring her down a peg."

"Oh, don't worry, I'm just getting started," Spike growled, before seizing Granny Milf in both of his arms and lifting her across the room. Her ass fell on his cock, as he lifted and dropped her ass onto his cock, like she was a simple weight at the gym, a rather light one at that. "Pear Butter, open the window."

"Oh," Pear Butter giggled, an evil smile on her face growing. "I see where you're going with this Master." She walked over to the window, her ass swaying with an enticing grace, and throwing the windows open. "I hear ponies say that the Apples rule this town, that Granny Milf rules it with her body and influence, shall we show them who really owns it?"

"Yes, I think we should," Spike growled and Granny Milf's eyes widened in a panic. She was completely helpless to the power of Spike's dick.

"W-waiiitt... Wha-what are yer doing?" She gasped out, every word she spoke threatened to be interrupted by a moan or a particularly hard pounding from Spike.

"My there's quite the crowd, isn't there?" Spike said, smirking as the previously empty farm, was then filled with hundreds of ponies. "Is every mare you ever dominated there?"

"Ah-ah-yesss....Master," Granny MIlf confessed, arousal warring with fear as she wondered what her Master was going to do now. She knew there'd be no way she could resist it. She looked out into the crowd and sure enough there was a sea of sexy whores, lewd sluts, and erotic strippers. Granny could remember corrupting them herself, many years ago, dominating them with her newly awakened sexual nature, transforming the prudes and killjoys into perfect fuckmeat for her Master.

Spike's Root of Honesty had even gone further than intended, not merely bringing every slut in the present, but also resurrecting them from the past. Those who had originally passed away were now restored, their youth and sex appeal as perfect as it was in their height. A blessing granted by Celestia, who in this timeline was willing to secretly investigate even the darkest of magic to ensure her Master's slaves remained perfect.

"Announce me," Spike ordered, a hand briefly pointing to Pear Butter, before it slapped across Granny Milf's ass.

"Of course, Master." Pear Butter said beaming, ass swaying as she made her way to the window. She was completely topless, but that didn't seem to bother her as she leaned out the window, addressing the crowd like she was mayor winning an election. "Ladies, sluts, whores. Thank you all for attending today, we've all had the pleasure of being fucked and dominated by Mistress Granny and felt her awaken the inner whore inside us. I know we've all felt the intimidation from her sexual dominance. So let's see that facade break, shall we?"

She turned to Spike, a hand on her hip and a pleased smile on her lips. Spike accepted the invitation, Granny Milf still trapped in the full Nelson. She was now panting like a dog, she had cum already but she was still driven by a mad lust. Spike dropped her so that everything from her tits and above lay outside the window, she held onto the window ledge with shaky hands as Spike continued to pound her from behind.

"F-fuck!" She cried, her face straining to maintain some degree of the dignity and power that had dominated all the mares below her, but it was already a losing battle as she could not resist the constant tidal wave of pleasure. "Master! Please..."

"Is that Granny Milf?"

"She's been completely dominated!"

"She wasn't lying about our Master!"

The crowd was murmuring, watching their Milf Mistress with awe and interest, Spike smiled. A savage sense of power flowed through his veins as he fucked Granny Milf in front of the crowd. Like a predator marking his territory by defeating the previous Alpha, or dominating her in this case. Inspired by this thought, Spike opted to take it up a notch.

Spike grew a second dick underneath the first, only a shade smaller than the one that was currently pressing into Granny Milf's ass. From the corner of his eye, he could spy Pear Butter's eyes sparkling in awe, and fervently nodding to encourage him further. At some point, a hand of hers started pawing at her gigantic pair of tits, whilst another was rubbing her pussy with a furious fervour.

Spike had slowed his fucking just a little in order to line up his cock with Granny Milf's pussy. Just long enough for Granny Milf to notice.

"W-why are you stopping? A-are you tired? Ya got to fuck me harder!" She gasped in desperation, all thoughts of winning the bet blown from her mind as she was lost in the constant tidal wave of pleasure she was receiving.

"Don't worry, you'll love this." Spike growled before ramming into both of her holes at once, filling both her ass and her pussy at once. Granny Milf wailed louder, but her face was wild with joy. "Your ass is still so fucking tight. I bet you saved it for me!"

"Yes-yes-YES! Master, I'm yours, you win, you-you fucked me, dominated me." Granny Milf gasped, her words just loud enough to be heard by the crowd below them. "I'M your whore, your bitch, your SLAAAVEE!"

The crowd was getting excited, they watched in awe as their Master rammed the Apple Matriarch for all of them to see. They started to cheer their Master on, as the sexually dominant facade that Granny Milf had held over all of them was shattered. She was cumming constantly now, and Spike decided that he didn't need to wait any more, he unleashed two loads of his cum through her body. The white creamy substance shot deep, deep inside of Granny Milf's body.

"There you go, how do you feel, filled with my cum?" Spike purred, a hand stroking through her straw-coloured mane.

"Ah...ah...ah..." she panted, tongue rolling out of her mouth, her face a haze of red. She seemed to be at a loss for words, or simply unable to form them. She found the energy flowing out of her as she flopped across the window sill like a fish. Before she could fall out, Spike pulled her back inside by her legs, dismissing the crowd of slaves and whores with a wave of his hand. "Seems like I won the bet."

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"Don't get too hasty, Master," A softer voice purred from the bed. Turning Spike saw Pear Butter leaning back on her bed, sexually stretching her body. Her back was arched, her giant, perfectly shaped tits were thrust forward in the air and her legs were spread for him. "You did need to fuck both of us into submission."

Spike walked over to her, with every step he took his time and his dick hardened. With every second he drew it out, he gave Pear Butter the chance to drink in the true awe of his stud of a body. The body that she knew would dominate her. "Won't be hard." A thought occurred to him, prompting his next question. "What about your husband, though? How did he feel about his wife becoming a slut?"

A glimmer of sadness passed through her eyes, but her smile didn't fall off her face. "Oh, he loved it. Especially when I became skilled in the bedroom, made us closer than ever. I miss him, I still love him, but he's gone now, leaving a hole in my heart." She leaned forward, her eyes fixed on Spike's dick with a warmth glimmering in her eyes. "But I think I know what could fill it."

Spike smiled, closing what remained of the distance between the two. "Turn over, I saw your ass on the Playpony magazine. No way am I not fucking it."

Pear Butter was eager to flip over, her ass raised into the air, her tits pressed into the bed, her eyes peeking back at Spike through her mane with a hither to stare. "Then take it you sexy beast, take this ass. Fuck me like you fucked Granny. Fuck me like the whore I am."

Spike didn't see any reason to deny her request, he took a fistful of ass in each of his hands and spread her cheeks apart, spying how her sex was glistening like diamonds for his arrival. Spike lined up his cock ready to thrust into her but before he did so an idea popped into his head. He snapped his claw at Granny Milf. "Can you stand?"

It was a change prompted by the Root that brought some semblance of dignity to the matriarch's face and she was able to pull herself to her feet. "Y-yes Master, how can Ah serve?"

"Do you have a camera? A high-quality one?" Spike asked, and she nodded both times and went to fetch it for her Master. In nearly no time at all, she returned with a quality camera that wouldn't be out of place in a professional studio. Spike grinned and turned back to Pear Butter. "We're going to make your next photo now, we'll be putting this one on the front of the next issue."

Pear Butter's smile grew wider, and she nodded eagerly her eyes shinning like a summer's day. "Please don't make me wait any longer Master, my slutty body has been waiting for years for you to fuck it. Please....please. I don't think I can wait any longer."

Spike saw no need to refuse her polite request and thrust into her. He went slow, but deep at first, sliding his cock into her ass, pushing past every hint of resistance with slow, methodical might. He heard the sound of a camera flash over Pear Butter's sweet moans and Granny took her first video of her daughter's submission. "Scream a little louder sweetie, really show your audience how badly you're being fucked!"

"OH, FUCK!" She cried, her hands clinging onto the sheets as the dragon built up momentum. Her entire body thrust back and forth as it pushed itself back onto Spike's cock as he pushed and pulled his cock into her. "Yes, yes, give it to me, Master!! Make me your whore!"

Spike smirked with savage triumph, paying little attention to Granny Milf as he leaned forward and wrapped around her body to seize a handful of watermelon-sized tits in each hand. He heard another click of the camera as he rutted into Pear Butter's body, full thrust. Soon enough, Spike felt that he was going to cum soon enough, and he definitely wanted to catch this on camera.

"I'm about to cum!" Spike growled, earning himself a scream of delight from the MILF.

"Yess, yes, Master! Cum inside me, cum inside your MILF whore." Spike however had another idea, he pulled out of Pear Butter despite her howl of despair but Spike had no plan to leave her wanting. Spike instead snapped his fingers at Granny Milf.

"We're making the front page, hand me that camera." He ordered, his left hand stroking his cock, keeping it prepared to explode. "And kneel down here, you too Pear Butter, this is going to be the front page."

The two eagerly complied, on weak knees, Pear Butter scrambled to her knees before Spike as Granny Milf did the same. A hand reached around each other's waists as they pressed their bodies and most especially their breasts close to each other. "Like this Master, or should we kiss?"

"An excellent idea Pear Butter, go ahead," Spike said with a smile. He had the camera ready in his right hand, ready for the moment. The two MILFS locked their lips in a passionate sapphic display of lust for their Master's amusement. Enough that Spike did not need to wait long to cum.

"Here it comes!" Spike growled before he unleashed a shower of cum on the bodies of the two MILFS. With his right hand, he took the photo, capturing the image of the two MILFS making out with each other forever. His cum trailed through their manes, their faces, their tits and their bodies and both MILFs were eager to taste any trace of Spike's sperm on the other's bodies before it seeped into their fur, whilst Spike just leaned back onto a chair, pleased.

He took the camera in his hands, naturally as it was blurred but that was easily fixed. "Did this picture come through perfectly?" With that, the image changed to overshadow even one of Photo Finish's finest pictures and he smiled. He looked up at the two Milfs, still exploring each other's bodies and smiled. "Looks like I win the bet, now what should I ask from you?"

Author's Note

I hadn't used the Root of Honesty in a while so I thought I'd bring that element back for this chapter. I hope you all enjoyed it, I'm not sure what Spike should ask from the two apple MILFs so if you have ideas feel free to share them, but it's not too big an issue.

The next chapter will be a vote chapter, returning to Canterlot.

Crowdfunding for Future Artwork here: https://ko-fi.com/darkstar239

Any suggestions, feedback, and constructive criticism are welcome.