Within the War Room of the castle, everyone had gathered to discuss plans to attack Cloudsdale. “We can’t just storm Cloudsdale and free it, we need to do this accordingly!” Tempest shouted. Her including Flash, the mane six, Nightmare Moon and Soarin were going over the plans to invade Cloudsdale, but were arguing over the method of how to do it.

“What’s to go over?” Rainbow argued back. “I lived my life in Cloudsdale. I know it like the back of my wings here. With me and everypony/creatures that can fly at top speed. We can take them out with very little casualties, and win Cloudsdale within one hour at least!”

"But we have a reason for this, we need to take back Cloudsdale because we need air support.” Twilight spoke up. "All those pegasi, along with the airships will be part of our resistance."

"Not only that, but there is also a traitor up there, one who did it for a very selfish reason.” Rarity spoke up before she looked at Soarin and Rainbow. "In fact, you both know him because he tried to frame Rainbow Dash and after I solved the crime, he was fired from the Wonderbolts."

“Who are you talking about?” Asked Twilight with her head tilted.

"That son of a bitch!" Rainbow grunted with a furious look. “Can't believe he would stoop this low just to protect his record from me!"

“Who Rainbow, who?” Applejack asked her. “Who could possibly want anything against you of all ponies?”

"His name is Windrider." Soarin answered with a frown. "He was one of our greatest Wonderbolts that we ever had, until he framed Rainbow Dash for sending Spitfire away and tried to get her kicked out forever.”

“Oh, I see.” Twilight said, now understanding her friend. “But Filthy Rich wasn’t like other stallions. He was corrupted by the caribou’s influence. So this Windrider, could he be like that too?"

"The guy was willing to frame someone else just to protect his record from being broken." Rainbow argued with a look. "I bet you my wings he definitely betrayed us willingly just to do it again. I swear, when I get my hands on the guy, I'm going to rip him a new one."

“You will do nothing!” Flash yelled, slamming his fist on the war table. “If and only if he is found guilty. Who knows. He could have betrayed us, forced to work on the caribou’s behalf, or is being controlled by them unwillingly. You can’t just make assumptions like that Dash. For we must free the stallions, remember? But Windrider could help benefit us with training time for our winged allies, if we can recruit him. We need ponies like him, jerk or otherwise.”

"I'm afraid he really did this all willingly, Flash." Nightmare Moon spoke up. "Lockjaw told us everything and Windrider betrayed us willingly in exchange for revenge on the Wonderbolts. It would seem his heart is filled with nothing but evil."

Flash let out a heavy sigh after hearing this news. "Okay, so how are we going to do this?"

"We're gonna do this stealthily, very stealthy.” Twilight said with a determined look. "First, we're going to free the Wonderbolts so we will have an aerial advantage. But to do that, we're going to need a distraction."

"A race…" Rainbow spoke up to get everyone's attention. “I'm going to challenge Windrider to a race, in front of everyone. So everyone will be too distracted to see you guys freeing the Wonderbolts.”

“Huh, that might work.” Tempest said. “Be do this again in the dark. We have Nightmare Moon and her followers soar in the darkness. Those patrolling the city would hardly notice them.”

"But are you sure about this Rainbow?" Fluttershy asked with concern. "What if you lose? Or what if you get captured and you lose your wings again? Windrider will definitely take the utmost pleasure of making you suffer."

“Yeah, he might.” Rainbow answered. “But a risk I’m willing to take. I won’t matter if I lose, cause we need this to work. For Equestria. But I say we take this time to train, be prepared for anything before we go into attack.”

“Right. I’ll tell my followers to prepare for a stealth operation.” Nightmare Moon said.

“And I’ll go with Dash to convince Windrider to race Dash there.” Soarin spoke up. “And before you say anything Dash, I get it, you don’t trust me because of what I put you through. But put your faith in me, just once. I’ve made a big leap freeing you from the caribou, just take a leap for me for the greater good, please.”

"Not only that, but they don't know that Soarin is part of the resistance or Rainbow Dash is with us." Chrysalis mentioned. "If we just put an illusion spell on her to make it look like she's still a slave and they go back up to Cloudsdale, they'll never expect a thing.”

“Yes, it might work. Cloak and Dagger I say.” Pinkie chimed in.

"What?" Tempest asked.

“Uhh…just a thing about hiding and stabbing in the back.” Pinkie replied with a smile.

"Okay, we start our assault in four days, that should give us enough time to prepare.” Twilight told them. “I will also train along with you all. So I can follow suit and cloak us invisible in case we come across impossible routes."

"Speaking of suits." Rainbow pulled out a piece of paper before looking at Rarity. "Hey Rare, I had a little suit idea and you seem more into making clothes than I am." She gave Rarity the paper as Rarity saw a Wonderbolt suit design. The drawing may have been a little off, but the design for the suit seemed to intrigued Rarity as most of it was colored in a navy blue color while the side of the suit had a lighter tone of blue in the shape of lightning bolts. The center of it had the bright yellow lightning symbol on it while the outlines of it was colored with a light blue shade.

“You want me to make you this? Whatever for?” Rarity asked.

"Call it my debut when we take back Cloudsdale." Rainbow answered. "Do you think you can make it?"

“Well yes. Though I need some fabric. Oh! I just remembered all my materials were in my home.” Rarity mentioned before realization struck her. "Which was burned down with the rest of Ponyville."

"Actually Rarity, I took the liberty of getting the Fabrics from your old home just in case you would like to design clothing for everyone." Flash mentioned with a warm smile.

“You have?!” Rarity beamed with excitement. “Thank you Flash darling, I’ll never forget this! I’ll work on the suit right away, so do not disturb me.”

"Okay, let's get to work." Twilight told everyone before Nightmare Moon went up to her.

"By the way, tonight we're going to meet with Celestia and Luna within the dream realm." She told her. "Figured they would want to know how you are, even if it has to be in a dream."

“Right, they can enter the dream realm too.” Twilight spoke remembering that fact. “Alright. It will be good to hear from them again.”

"Still worried that Celestia might be disappointed with you, you know?” Flash asked her with concern before Twilight nodded a little.

"A little bit, she was counting on me to help them and I failed.” Twilight replied with a sad look.

“This was beyond you at the time, Twiliy." Pinkie told her. "You shouldn’t blame yourself. We're all pretty much beating up ourselves for what we did when we were under their spell.”

“You’re right, Pinkie Pie.” Rarity agreed. "But what's important is that we're trying to make up for it now and we're sure Celestia would understand."

“Yeah. Like the time you overreacted when you had to write to Celestia about a new friendship lesson once a week? Ha! That was hilarious.” Rainbow stated earning Twilight’s annoyance. "Sorry…"

"But you don't have to worry because we'll be with you." Fluttershy told her with a warm smile.

"And we will have your back like always." Applejack added.

“Thanks girls.” Twilight said as the Mane Six got into a group hug. “I really miss this.”

“Yeah, now let’s get to work everypony, time’s a wastin!” Applejack declared before they went to do their own thing and prepare for their attack on Cloudsdale.

The day was spent with them working hard and preparing themselves for what's to come. Soon night fell as Flash went up some stairs with an exhausted look on his face. "Boy, preparing for battles really drains you." He sighed before stopping in front of a set of doors in front of him. "This is where me and the girls are sleeping, hope the others are okay with what we all been through." As soon as he opened the door, he was greeted with Twilight, Rarity, Applejack, Pinkie, Fluttershy, Waterfall, Chrysalis and the rest of his harem on a very large bed, completely naked.

"Flash, we have a slight problem." Twilight said with an uneasy look. "Most of us are having trouble getting comfortable."

"What do you mean?" Flash asked as Shine went up to him.

"Well, you know what happened after we have been used as nothing but sex toys for the last two years and we have been fucked for so long…" she started with a nervous look. “Like all day for like 24/7, so uh…how to put it?"

"We need you to fuck us so we can sleep." Waterfall quickly told Flash.

“Oh, well, I don’t know.” Flash said with hesitation before Rose wrapped her hand around his.

"Flash, this won't be any other time." She told him before gesturing to the others. “They want me to because they trust you and care for you."

"I'm actually here because I'm in heat and he's going to do me." Waterfall muttered.

Flash breathed in and sighed. “If we’re doing this, we're doing it my way with the ponies I choose first."

"I actually have a solution so you'll be able to pleasure all of us." Twilight mentioned before both Shine and Rose pulled them over. Then she, Rarity, and Chrysalis used their magic to remove his clothes before Twilight held his cock with both her hands. "This may tingle a little." She then closed her eyes as her horn lit up and her magical aura surrounded his cock and balls.

“W-what are you doing?!” Flash gasped from the tingle before a solid magical copy of his cock was lifted up in the air before duplicating itself for each girl except for Applejack, Fluttershy, Pinkie Pie and Waterfall.

"There, now we can use these while you're busy with one of us." Twilight mentioned before whispering something in his ear. “And the reason why I didn't give Applejack, Fluttershy, Pinkie and Waterfall one is because they really want the real deal."

"Damn Twi, these are cool." Vinyl complimented as she and Octavia held theirs in their hands.

"They even feel so real.” Tanya mentioned as she and Talia stroke theirs.

“Pony cock great, but fake pony cock works just fine.” Dimora said as she was already giving hers a boob-job. “Later me want Flash’s cock in my asshole raw.”

“Wow, a copy of a stallion’s dick.” Lyra said with excitement as she and Bonbon folded the balls.

"Even Trixie is impressed.” Trixie spoke up while looking over hers. “Trixie really needs to practice."

“RRRRaaagghhhh!!! Are we going to fuck like animals or admire the pony princess’ trick?!” Waterfall exclaimed before grabbing Flash and holding him up so that his cock was in front of her face. "I fucking need this!" Her serpent-like tongue coiled around his member before shoving the entire thing down her throat.

“Woah! Easy!” Flash pleaded as she sucked hard on his cock. “I’m not like your dragon males.” she ignored him as she continued to suck him off while he let out pleasurable groans.

"Oh my…" Fluttershy gasped with her cheeks a little blushed. She had seen males forcing their cocks down females throats before, but seeing a female dragon being dominant with a male somehow turned her on. She then heard moaning coming from the others before she, Applejack and Pinkie Pie saw them using the magical dildos to plunger themselves.

"Well, we might as well get ready." Pinkie spoke up before pulling both Applejack and Fluttershy into a three-way make out while fingering both of their pussies. Both of them moaned in pleasure at this surprised action before they both decided to return the favor and fingered Pinkie's cunt together.

“Water-fall…egghhgg…You’re…so…ruff…” Flash groaned but could barely get the words out as he never had a blowjob like this before. Waterfall decided to pick up the pace and decided to bite a little on his member. Flash grunted a little from that but Waterfall released his cock before setting him on the bed before sitting on his face.

“There, now you have a great view while I’m sucking you dry." She said with a smirk before she coiled her tongue around his member. "Better have enough for the grand finale pony boy.” She continued to suck him off before she finally found his tongue entering her lower lips. She felt a pleasurable tingle up her spine when she felt his tongue lap her inner walls. “D-do better pony! Better, better!”

Flash was seeing that to please her, he needs to concentrate on tongue fucking her as hard as his muzzle will allow him. The taste of a dragon cunt was different from a mare, griffon, Diamond dog, or even Caribou pussy he ate as it seemed a little spicy.

That’s when the pegasus decided to shove his whole face in Waterwall’s rear, causing her to flinch in delight. "F-Fucking great drake! He…he's really into this…and a pony cock like his…damn it tastes good…" She thought while she continued to suck him off. Meanwhile, Pinkie, Applejack, and Fluttershy were in a daisy chain as they were eating one another out.

Flash was about to blow any second now. But not before digging his fingers on the dragoness’ rear. This caused Waterfall to moan louder around his member as she suddenly came all over his face. “Oh blazing dragons!” she cried out with pleasure before his cock released his semen all over her face.

Soon the two were breathing deeply after their climax. Waterfall got up and began licking Flash’s face while speaking. “I guess you can see why I’m called Waterfall. Because I gush out like one when I feel true pleasure. And you most certainly gave me a good fucking. But now I think you deserve a reward, big guy.” He could feel her tail wrap around his still hard member before he could feel his tip poking her lower entrance. “Let’s see how well you take me. You can wrestle me off and show me my place, or just sit there and take it. Now come at me Flash Sentry, slay this beast!”

Her hips slammed down on his cock, which caused her to let out a roar of pleasure that also made Fluttershy jump in fear. “EEEEhhhhhh! Finally, a cock I can actually feel for once and it’s mine, ALL MINE! AAAArrrrrrggghhhhhhhh!!!!!”

Waterfall rode Flash’s cock with her eyes burning with light. The stallion was barely holding on with the weight of the dragoness crushing him. He grunted with each pounding he felt, but remained strong. It has been a good two minutes now, and he hasn’t reached his climax yet. Waterfall then decided to taunt him a little. “What’s wrong Flash? Can’t slay this dragoness with your sword? Such a shame, I had fun but it’s over for you.”

Flash didn't know, but he felt something that triggered his inner male. He didn’t like it when she mocked his dick. He decided to teach this dragoness a lesson. So he grabbed her and pushed her off of him. And before Waterfall could react, Flash had her pinned while pulling on her tail. “You want me to slay you? I’ll slay the shit out of you!” He then plunged his cock deep into her pussy that pierced her womb.

The dragoness let out a large amount of flames from her mouth as Flash drilled into her. She was now feeling what she was craving for. Flash then leaned down and began to suck and bite on her breasts which made her body tremble in pleasure. "Fuuuuuuuuuck…I'm t-trembling…I…I never felt this good before…" she thought as she looked at the others who were still pleasuring themselves with the magical cock copies. "Is…is this what they feel with him? No wonder they're so addicted to his cock… it's amazing!" Her legs wrapped around him as her claws started to dig into his back.

Flash grunted from the feel of his back being pierced by her claws but he continued to thrust his hips roughly into her. “Aww, c’mon. Is that all you got dragoness slut?!" He called out as he plowed her harder.

"Y-Yeah…call me a slut, y-you bastard!" Waterfall exclaimed right before Flash suddenly attacked her lips with his and began to tongue wrestle with her. Flash went deep, making her moan even more. Waterfall was on the edge as she had never been kissed before, and finally did something she never thought she would say. “I love you Flash. You have earned my loyalty and my cold fiery heart. Now give me your seed!”

"Then hold on tight!" Flash grunted as he continued to rapidly thrust his hips while she felt his member throbbing inside her. “Prepare to be slayed and take my stallion seed to boot!” he gave one final thrust as he released a flood of his semen into her womb, making her climax as well.

She let out a mighty roar with flames lighting up the whole room, leaving a huge burn mark on the ceiling. Flash continued to pump his seeds into her for what felt like hours to them before her legs finally gave in and he pulled out. Dragons are known for their durability and stamina, but he managed to exhaust Waterfall right before an orange hand grabbed his cock and gently stroked it. "Gotta say, sugarcube, you managed to knock out a dragon." Applejack said to get his attention as she continued to stroke his cock. “Hope you aren't tired enough and have enough energy for more."

“Well…to be honest Applejack, I feel a bit drained. Mind giving me something to eat first?” He asked.

"How about something to drink then?" Twilight asked through her moans as she continued to pump the magical cock into her. She then levitated a bottle over to him that was filled with some pink liquid. "I asked Zecora to make this very special in situations like this. Drink it up and you'll like what happens next."

“Oh, well okay. If it’s from Zecora then I guess it’s safe. Though, I need to eat first. Anypony got an orange? An apple even?” Flash asked before Chrysalis used her magic to teleport some strawberries and sliced apples over to him. “Oh, thanks Chrysalis. Strange, you who were once an enemy, now serving me food like a servant. Guess these are strange times. But you know I still treat you girls as equals.”

"What can I say, I need the love for my changelings.” She replied as she pumped her magical cock deep into her as Dimora and Tanya were sucking on her breasts. “Ahh, that’s it dears.”

“Yeah, and we're the only ones that can give it to ya.” Flash said as he was enjoying the strawberries and apples before Pinkie Pie grabbed one of the strawberries and took a bite out of it. She then started to rub it on her clit with a very lustful look. “Egghh, Pinkie! Remember you're going to be punished, so you're going last after I'm done with Applejack and Fluttershy.”

“Right’o General Flash sir and sorry about my behavior with the strawberry just now.” Pinkie told him as she was still rubbing the strawberry on her clit. “I did Pinkie Promise myself since last chapter that I’ll agree to your terms for this sexy time.”

"What’s she talking about?" Talia asked with confusion.

“Oh, well. To be honest with you all. Before we assembled in the war room a few days ago. Pinkie gave me a blowjob without my permission.”

“What?!” Most of the mares exclaimed

“So yeah, Pinkie agreed to let me do whatever I want with her, since it ‘was’ her fault back then.” Flash explained before looking at her with confusion. "But I don't know what that whole chapter thing is about. It's like she thinks we're in a story."

"It's Pinkie Pie, don't question it." Applejack told him with a dull look. "Are you gonna try that potion yet?"

“Alright. I pray that this doesn’t send me on another drug trip.” Flash removed the cork from the bottle and drank the potion. After finishing it, he suddenly felt a tingle running through his cock before it was suddenly hard as a rock in Applejack's hand.

“Woo nelly!” Applejack gasped in surprise. "I'm liking the effects already~." She then started licking his shaft from his balls all the way to the tip a few times. She got a good taste of both his semen and Waterfall's cum on his cock as he groaned in pleasure. Flash reached behind her as he began to finger her lower lips. “Hey, Applejack? Let’s see how well you can take a good fingering.” Applejack let out a soft moan from the feel of him fingering her before she took his cock in her mouth before she moved her head down and up while sucking him off.

It was a good two minutes of this session. Applejack enjoyed sucking Flash's cock that while doing it, she took her braids that held her mane and tail right. They flowed naturally while the other girls continued to pleasure each other with the magical cocks and Fluttershy let Pinkie suck on her breasts. Trixie was on top of Twilight as they both used their magic to pump the cocks inside of each other.

“Okay cowgirl, now's about a time as any to start riding each other.” Flash suggested before Applejack released his cock and smiled at him with a brow.

"Now ya thinking like a cowpony~." She mentioned before she climbed on top of him. "Bring it to me."

“Work for it, and don’t be lazy.” Flash teased before she grabbed his cock and ended at her soaking wet entrance.

Applejack took this challenge and snorted a bit. “Okay partner you’d better be ready for the ride of your life!” With that, she slammed her hips down on his cock as he let out a soft grunt from the feel of her tight walls gripping his cock. "Eghh, Celestia damn Flash! Y-y-you’re…ripping me apart now! Buck!”

"A-And you're squeezing me so t-tight…" Flash breathed out as she lifted up her hips and slammed them down again. “Arrgghh! You country girls are built to last, that’s for sure.”

"Th-That's what life o-on a farm gets ya~." Applejack moaned before Flash held her close.

"Then you should know I saved some of your apples from your family farm before it was burnt down with the rest of the town." He whispered in her ear with a comforting tone. "When we free Equestria, I promise to help you replant them.”

“Thanks sugarcube.” Applejack whispered back before she began to pick up the pace with her hips. “I’m going to repay ya ten times the amount of apples after everything is done. Starting with a nice ride~." Applejack soon grabbed Flash’s hands and guided them towards her breasts, giving them a massage. Flash liked the feel of her breasts as he took one in his mouth and sucked on it while his other hand traveled behind her and gave her ass a good squeeze. “Oh honey, you really like ma body don’t ya?”

“Damn right I do Ms Apple. Now finish the job and make it good.”

"Like the act but try not to overdo it." Applejack told him before she began to wrap her legs around him and thrust her hips down on his cock harder.

“Oh geez. Applejack, slow down. I…gonna…..cum.” He begged while doing his best to hold back his climax.

"Sorry partner, but you're in my rodeo now. Yeehaw!” Applejack cheered as she started to bounce on his cock rapidly. Flash grunted harder from her riding his cock like this before he felt his balls being sucked. He looked and saw Fluttershy doing just that while Pinkie Pie seemed to be eating out Fluttershy's pussy. "Looks like they're itching for their turn real bad~." Applejack then leaned down and started making out with Flash as he could barely hold back his climax.

Flash grunted hard as he felt his cock throbbing, but could also feel her pussy tightening around his member as well. He felt like he was about to blow his load. He soon grabbed Applejack by the hips and started to thrust up into her rapidly. If he was going to bust, he wanted to bust her as well. “Applejack, I’m coming!”

"M-Me too!" Applejack cried out as she wrapped tightly around him as they both were close. Flash’s seed flooded inside of Applejack's womb. The blonde mare let out a lustful sigh of pleasure and relief. The two relaxed for five minutes before Applejack suddenly got on all fours waving her rump for the pegasus stallion. “As I said before handsome, you now can ride me. Show me what ya got, and wreck me whiles you’re at it.”

“You’re damn right Ms. Apple.” He said as he decided to tease her a bit. “But I think I’ll have a bite of this delicious apple right here.” He was talking about the cowpony’s flank as he took a friendly bite out of her, making her yelp with pain and pleasure. He then spread her ass cheeks before burying his face between them and licked her ass. “Alright cowgirl, get ready for a ramming of your life.” He then aimed his cock right at her asshole before ramming it in with just a single thrust.

“LANDS SAKES!!!!!!!!” She screamed letting out lustful howlerings. Flash then begin to thrust his hips rapidly into her while she was gripping tightly on the sheets of the bed. "Oh sweet Celestia, I-I see why th-that there Diamond Dog…l-likes anal…"

“Yup, now let’s see if you can handle my actual thrusting.” Flash soon leaned forward as he wrapped his arms around her center while continuing to thrust into her ass. He started to kiss and bite a little on the back of her neck while enjoying the sweet sounds of her moaning.

“Oh nelly Flash, you’re tearing me apart! I’ll be shitting your seed for days.” Applejack cried out before her head was lifted up by Twilight, who had a lustful loving gaze on her face before she locked lips with her.

“Oh, oh, oh Applejack, I’m gonna blow any second now! Prepare your anus, cause here comes the cum!” Flash gave a few more thrusts before unleashing a big load up her ass. After Flash was finished, he had some sliced apples to replenish his energy before turning his attention towards Fluttershy. "You sure you want to do this, shy?"

"Um…pretty sure…" Fluttershy replied softly. "I feel the need to get over what I've done but I'm too scared to go near anyone. I feel like I need this to help comfort myself and everything." She then laid on her back and spread her legs wide to let her pussy exposed to him. "P-Please, I need you."

"Okay, and I promise to be easy with you." Flash told her before he climbed on top of her and gently brushed his cock against her pussy. Flash then slowly pushed his cock into her, causing Fluttershy to let out a soft moan. He then began to slowly thrust into her as he leaned down and started kissing her neck.

Pretty soon his thrusts begin to speed up a bit as Twilight and Rarity came over and sucked on Fluttershy's breasts. Fluttershy felt very comfortable and happy to be with her friends as well as being near Flash as she seemed to have been fond of him since he humped him with some errands with her animal friends. She became more aroused as her hands reached behind him while her legs wrapped around his waist. "YES!" She screamed, gasping as her fingers moved up his back. "Don't stop! So deep! FUCK!" Flash's cock slammed in deeper and deeper, eventually hitting her cervix and making her gasp. "AUGH! YES! Right there!" Flash fucked her again and again, feeling his cock hit the entrance of her womb.

"Of fuck!" He gasped, as Fluttershy kept moaning. "This is the best feeling ever!"

"The best!" Fluttershy agreed, as her fingers dug into his back. Flash flinched in pain, but that just spurred him on. "Harder! Faster! Make me cum!" She kept screaming, with Flash picking up more and more speed.

Fluttershy then suddenly attacked his lips with her own as her tongue started to wrestle with his all of a sudden. “MMMHHPPMMM!!!” She screamed into his throat as her insides were being stretched to oblivion. Flash could feel her inner walls getting tighter around his cock while he groaned in pleasure. Fluttershy then bent forward so that they landed on the ground, with her on top of him. She surprised him by sitting atop him while bouncing on his lap. As she panted heavily while almost babbling incoherently, Flash decided to help out by thrusting his hips up and down, slamming into her womb.

"Damn, Flutter can be a real animal when it comes to sex." Vinyl complimented as she and the girls watched from the bed and pleasured themselves. Fluttershy squealed at the feeling of this, she held onto his shoulders as she was getting close.

"I'm…I'm gonna cum!" They both called out in pleasure. Flash’s dick was throbbing, while Fluttershy’s vaginal walls were squeezing and convulsing around him. He thrusted as hard as he could, knocked her womb entrance, which caused her to freeze up and tighten. Flash then reached his limit as he began spewing his spunk all over her innards. At the same time Fluttershy was spraying her marecum out from her slit while it was spread open by the phallus inside it.

They both remained in place for about a minute before he lifted her up and gently placed her on the bed. He then pulled out as he could feel her walls grip a bit tight around his cock, as if she didn't want it to be out yet. Soon it was out with a loud pop while a bit of his semen flowed out of her lower lips. "Wowie, you creampie her good." Pinkie mentioned as she was doing a downward dog with her ass shaking in the air while flash was enjoying some strawberries and apples for a quick recharge. "Can I finally have that big, long, hard meat stick ram my needy little pussy now, Flashy~?"

He smiled and happily obliged, he went over to her and held her by the ass and pressed his dick against her waiting pussy. Then, Twilight went over and whispered something into his ear. He smiled and nodded at her, before getting back to Pinkie. "How about we make this more interesting?" Flash suggested as Twilight suddenly sat in front of Pinkie Pie and grabbed hold of her head with her legs spread out.

"This will teach you to suck off my coltfriend behind my back~." Twilight told her before she shoved Pinkie's face into her pussy at the same time Flash rammed his cock right into her. Pinkie moans in Twilight's cunt as she felt Flash thrust deep into her and plowed her harder. "Better pleasure me while he fucks you, Pinkie~." She ground her cunt against her friend’s muzzle while Pinkie lapped away at her clit.

Flash grunted as he thrust into Pinkie's pussy as he felt her tight walls around his cock while Twilight let out a pleasurable moan. A claw and a hand then reached from behind her and folded her breasts. She looked to see Waterfall and Applejack playing with her breasts. The farm mare proceeded to suck on her neck, while the dragoness captured her lips to silence her moans. Pinkie meanwhile was sticking her tongue deep into Twilight's pussy as she licked her inner walls and could feel how deep Flash was penetrating her.

Pinkie wrapped her legs around the stallion, from behind her, shoving him deep inside her past her womb entrance. This totally new and sudden sensation surprised him, he hilted and went still for a moment… Before his tip flared and his white spunk came gushing out and into the pink mare’s awaiting womb. “Hrrggaahhh!!!” He grunted and held her tight while he came inside her. Pinkie also started to climax and screamed into the vagina she was eating out.

Flash wrapped his arms around her stomach and began to thrust harder into her as his balls slapped against her ass. Pinkie soon sprayed his pelvis with her love juices while it stained the bed. Flash gave one final thrust as he poured his hot semen into her womb just as Twilight reached her climax and came into Pinkie's mouth. Soon they ran empty, he pulled out of her, which allowed a waterfall of mix fluids to leak out of her honey/candy pot just as he collapsed onto the bed from exhaustion.

Soon the other girls reached their climaxes as each of them sprayed out their love juices before they all collapsed onto the bed. Then each of the magic generated cocks vanished before they crawled over and laid next to Flash with satisfied smiles. They huddled together as Flash tried to wrap his arms around each of them as they started to drift off to sleep.

Twilight soon opened her eyes as she found herself sleeping in her own bed within the Golden Oaks Library. She looked around with a bit of confusion before she noticed she was wearing a wedding ring on her finger. She had a small smile on her face before getting out of bed, cleaning herself up, then heading downstairs and out the door. It seemed like a beautiful day in Ponyville as every stallion and mare around were getting along very well. But the site that she loved even more is the site of Flash Sentry, her husband, with their beautiful Alicorn daughter.

She let out a low sigh before a hand was placed on her shoulder and she saw Nightmare Moon standing before her. "I know you wish for it to be real, but we must work for it in order for it to become real." She told Twilight as Twilight looked down with a sad look. "Come, the others are waiting."

"I know…" Twilight replied as she followed Nightmare Moon back inside the library, only to enter a void like corridor as there were multiple doors as she walked with Nightmare Moon within the Dream Realm.

“As I said during the war room meeting. My worshippers of the night shall aid you.” Nightmare stated. “But keep in mind, we have a limited number of Thestrals. In times of war you must lower as many casualties as possible while dealing great damage to your enemies. We can’t afford error or surrender. Do you understand?”

“Yes, I do.” Twilight replied as they made it through the door and entered a room that had her friends, Flash, Chrysalis, and both Celestia and Luna as they had clothes on as well as their wings and horns. Twilight felt unease when she saw Celestia before she took a deep breath and let out a sigh. "I…I don't think I'm ready for this." She muttered to herself.

"Twilight…" Celestia spoke up with a firm tone as she walked slowly towards Twilight. The others seemed a little scared as she looked a little upset and wondered what she was going to do to Twilight even if it's in the Dream Realm.

“I…I don’t know…I don’t know what to say.” Twilight began while tripping on her words. “I…I'm s-so… Oh this is so hard…”

“Twilight, please. Talk to me.” Her teacher insisted. Twilight could only keep silent while looking at her teacher with guilt on her face.

“I’m- I’m sorry. I’m so sorry for everything.” Twilight finally spoke. “When I got my wings during my ascension to alicornhood, you trusted me with keeping peace in Equestria as a princess and I failed. I gave in to the caribou’s sick desires, and they did things to me. Things I can never wash away no matter how many times I bathe or shower. I feel tainted, inside and out. But you…you felt worse than anypony. Being Dainn’s breeder, along with Luna too. You both suffered because I blindly welcomed the caribou without looking into them and discovering how to take care of them. I’m…I’m sorry.” After that she just broke down crying. "J-just please, yell at me as much as you want. Use your Royal Canterlot voice on me! I deserve every second of it!"

Celestia went over to Twilight and hugged her gently. “It’s alright my student.” Reassuring her with a gentle voice. “For it was not your fault, but my own. I truly believed the caribou could be trusted after they willingly accepted our friendship when Cadance and Shining Armor sent me a letter telling me about them. But it was a mistake I can’t take back, like what happened with Luna.” Twilight continued to cry before she wrapped her arms around her mentor and hugged her back.

Luna had a small smile on her face as she was glad her sister was as understanding as she had always been. That smile soon turned into a frown when Nightmare Moon stood next to her. "Hello." She greeted with a neutral tone.

"Afternoon." Nightmare Moon replied with the same tone just as Celestia and Twilight broke their hug.

“What are you doing with my student?” Celestia asked in a serious tone.

"It's okay, your highness." Flash spoke up. "Faust resurrected her and she instructed her to help us."

“He speaks true, Celestia." Nightmare Moon confirmed. "For now I’m your closest to have an ally. That and also the queen of the changelings considering one have already given you a message about the resistance.”

“Oh yes, one of her drones did. But I’m more suspicious of ‘you’.” Luna mentioned with a brow. "Considering I was once you before. I presume you have information you took when you captured some caribou?”

“Oh yeah. Me and Tempest tortured one of Dainn’s commanders and discovered many secrets." Nightmare Moon informed them. "Such as one of your own captains betrayed you because of his lack of faith in you. And he knew something was off but you ignored him."

"You mean Olympus?" Celestia asked with a sad tone. "I should've known, he's always been such a level headed one even during his training to be a royal guard. But when something doesn't go his way, he lashes out in the worst way possible. This has gone too far even for him. I did, in fact, had faith in him and it's the reason why I had lookouts along the shorelines just in case.”

“Yeah, but now we need your help with boosting our morale, your highness.” Applejack asked. "Because we are planning on attacking Cloudsdale soon because another one of the traitors is up there. Windrider."

"Did it have to do with defending his record like he did when he framed Rainbow Dash?” Celestia asked with a brow.

"Yeah, that's why I'm going to race him while the others start freeing every pony up there. Rainbow said with a determined tone. "And when I'm done, he is going to wish he had never returned to the Wonderbolts."

“Traitor or not, he is still a pony." Celestia mentioned. "We need to imprison him, not beat him.”

"At the very least, I suggest we turn all the dreams of the Caribou into nightmares, one's so dark that they'll be so frightened to even sleep." Chrysalis suggested. "And that goes double for the traitors."

"That is what I would have done myself if I still have access to my magic outside the dream realm." Luna mentioned before she looked at her dark counterpart. "Do you think you can manage it?"

"If you can, don't do it to Windrider." Rainbow told her. "I want him in peak flying condition when I beat the living snot out of him.”

“No Rainbow. Capture." Twilight said firmly. "Not beating him physically. We need to remember, we’re not monsters.”

"Fine." Rainbow replied with an eye roll just as Fluttershy padded her on the back to comfort her.

“Yes, and remember dear sister. Some of our ponies were convinced or deceived to do things.” Celestia stated to Luna. “And they will be punished accordingly, not by nightmares. If we do that towards everypony, we’d be no different than the caribou we’re fighting against.”

“You’re right. I’m sorry for giving into my anger.” Luna apologized.

"But I will be keeping some for my eggs!" Chrysalis quickly mentioned. "They tried to exterminate me and my changelings. That's something you can never forgive."

“Let’s get back to business.” Tempest said breaking the atmosphere in the room. “So if all of you don’t mind. I want to get back into making preparations for what’s to come.”

“Right. Everpony, let’s get to work.” Flash ordered.

"Here's what has happened to Cloudsdale since the Caribou took over." Rainbow began. "For starters, they put guard towers around just in case any creature with wings would be flying in. So we're going to have to fly under the clouds so they won't see us."

“Yeah, you’re right.” Tempest agreed. “It may be our only option if this is going to work.”

"I will enchant your black collar so they'll see that you still don't have your wings back and everything." Twilight told Rainbow.

“Well how am I supposed to race without my wings, genius?” Rainbow questioned with a brow.

"You and Soarin are going there two days early for a bit of infiltration.” Flash explained. "If they see you with your wings, they're going to rip them off."

“Oh! Good point.” Rainbow said, remembering what happened last time.

"Any information you find up there, you can give to one of my changelings.” Chrysalis told her.

"But I still believe that Windrider must be severely punished for his treason.” Nightmare Moon mentioned. "The reason why the caribou easily overwhelmed us is because they believed we were weak. We must not show any weakness this time as we've done before, and you know I'm right.” She said while looking at both Celestia and Luna who looked away with frowns on their faces.

“We’ll deal with it when we cross that bridge, Nightmare." Twilight told her with a look. "But for now, let’s take back Cloudsdale and get us airships.” Nightmare Moon rolled her eyes before she concentrated her magic and a dark purple cloud began to seep out of her horn and started to creep towards the other doors.

"That will give our enemies endless nightmares every night." She told the group. "As for your request, Rainbow Dash, Windrider will not have nightmares."

“But there is one thing I should point out.” Flash stated. “Will Dainn find out about the fakes? And if he does, he might torch a populated area as retaliation.”

"He won't, for I gave my changeling impersonating you instructions to frame one of his closest men." Chrysalis said with a smug look. "That way he won't be suspected of anything.”

“Huh, good thinking Chrysalis. Can’t believe I’m praising you.” Flash shrugged.

"It's been pretty much a weird year for all of us." Fluttershy muttered. "But I'm really more concerned about my animal friends. I haven't seen them since the fall and I'm really worried."

“Look Fluttershy, I get your feelings for them, but it’s dangerous outside the sister’s castle." Rarity told her. "Until we liberate more towns, villages and cities. Your animals I’m afraid have to come last right now, understand?”

Fluttershy only looked down with a sad look before Flash placed a hand on her shoulder. "But we might be able to find them along the way if we're lucky." He assured her with a warm smile.

“Alright.” Fluttershy replied now feeling better about things.

"Okay, now let's see what else we can do about Cloudsdale." Twilight mentioned as they continued to discuss their plan of attack.

The next day, Rainbow Dash was seen flying through the skies as she had a determined look on her face. She did a few aerial maneuvers while also staying close to the Everfree Forest. Soarin was there taking notes of her movements.

“There you go Dash, just like you did long ago!” He shouted. “But remember: Keep your wings narrower each time you pass a checkpoint!”

"I know!" Rainbow replied with hate in her tone as she continued to fly.

"Come on, Rainbow, we're gonna head back to Cloudsdale tomorrow!" Soarin reminded her with a pleading look. “You're going to have to trust me when we're in. And we’re going to do this right!"

“I KNOW THAT, YOU STUIPID STALLION!!!” Rainbow shouted with rage as she did a nose dive and looked to be attempting to do the Sonic Rainboom. However, when it looked like she was about to do it, she was suddenly flung back as she spiraled out of control. Soarin saw this and quickly went into action as he flew up and quickly caught her.

“Gotcha. You okay?” He asked, only for her to glare at him.

“Get the buck off me!” She shouted while she flew out of his arms. "Two and half years of no flying and I still can't do it even with my wings back along with their strength. Those Caribou bastards are the worst!"

Soarin then changed the topic to something else. He sat on a nearby cloud and said. “You remember the day you performed in Cloudsdale?”

"What do you mean?" Rainbow asked with a brow.

“What I mean, was the time you were scared to perform. And kept switching numbers till yours came up. Flash told me what he heard from Twilight.” Soarin replied.

“Oh geez, not this talk.” She complained as she rolled her eyes and crossed her arms.

“Will you stop being a whiny little tomboy for two minutes?” Rainbow huffed at that word but calmed down before sitting down next to him. "Thank you. Anyways, it’s just as before. You keep pushing yourself too much. It caused you to lose during practice as well as now. But when you saved Spitfire and me during the competition, along with your friend Rarity. You gave it your all when it mattered most. It wasn’t the result of training, but what you felt at that time. The passion and need to help somepony, that’s how your Rainboom works.”

Rainbow didn't say anything as she just looked away and was lost in her thoughts after hearing all that. “I get it, I’m not somepony you want to talk to, in fact the last you ever want to. I’m just some stupid stallion that just knows how some things work. But I want you to know that I'm really sorry for everything that I put you through.”

“I-I don’t know what to say, Soarin." Rainbow spoke. "I guess, I’ve been an emotional wreck because of all of this. Even though I can fly again, I still feel like something is wrong with me.” She then looked down at her hands with a sad look. "I mean, I can still like pretty well but feel like something is weighing me down to go at full speed."

“It’s because of your distrust of me.” Soarin mentioned. “Not only that, but I think it might have been all those hateful things the other stallions in the Wonderbolts told you. I saw the painful look in your face whenever they said that you were never a Wonderbolt to begin with, they might still be hurting you.”

“Even when I’m free?”

“Yup, pretty much.” Soarin then placed a hand on her shoulder with a warm look. "But remember that you can always talk to your friends about it if you're still hurt by it. Just remember that those words don't matter because you do belong with the Wonderbolts, you are a Wonderbolt."

“Thanks Soarin, and sorry about what I said before and all the other things I said before that.” Rainbow apologized before standing up on the cloud. "You think you can help me out with a few more rounds?"

“Sure.” Soarin stood up. "And I think Rarity would want to see you later so she can take your measurements for your new outfit.”

"Cool, hope it's as awesome as I designed it." Rainbow mentioned.

“Uh, well, not exactly.” Soarin nervously said with a sweat drop on his forehead. Rainbow Dash looked at him as though he’s hiding something.

“Soarin, what have you and Rarity done with my outfit?” She asked while piercing into the stallion’s soul.

“Well, since the caribou controls Cloudsdale and the rest of Equestria, they passed a law that says and I quote: 'Stallions are allowed clothes while mare’s outfits show their assets’ unquote." Soarin said before he flinched back expecting her to be really upset.

"Soarin, Twilight is going to enchant my old black collar to disguise myself to make it look like I'm still your slave.” Rainbow reminded him with a dull look. "So, Rarity is going to still make my design without showing off my assets, you big dummy! Just as we planned to do when we were in the Dream Realm."

“Oh, nevermind. Just reminding you of the rules that way things go as planned.” Soarin shrugged now regretting his words. “But to be clear, you’re disguised as some random mare, right?”

"No, as myself before Flash restored my wings.” Rainbow said with an eye roll. "Seriously, Twilight explained this in the meeting this morning.”

“Oh right! Yeah, keep forgetting that, dammit!” Soarin cursed himself before they heard what sounded like Spike letting out a roar as the two pegasi knew what was going on down there. "Sounds like both Smolder and Ember are milking Spike's cock, again."

"You think he'll survive that for the rest of his life?” Rainbow questioned with a brow.

“I’m sure he’ll be fine. Besides, dragons have more stamina than ponies anyways.” Soarin replied with a shrug. “Anyway, let's get back to work on your practicing so you can beat Windrider's ass."

“You bet!” The rainbow maned mare excitedly said as she took off into the air.

The next day up in Cloudsdale, Windrider was sitting at his desk at the Wonderbolt's HQ as he noticed some of the stallions looked very tired and scared to go near any females along with the Caribou Stags. “Uugg, these stallions nowadays, too scared of a few fillies bitches…" He huffed before he got up and left his office as he walked down the hall. Windrider wondered why every male around looked frightened to go near any female before he saw a familiar face with a certain rainbow mare, still collared and without her wings. "Soarin, where have you been?"

“Sorry sir. Truth be told, Ponyville was burnt with golden light." Soarin replied with a salute. "I don’t know why, but it made King Dainn somewhat worrisome.”

"Maybe it's because they were too careless and Ponyville got burnt to a crisp." Windrider said with an eye roll, which made Rainbow glare at him when he insulted her hometown. “And why is ‘she’ here?”

“Right, sir. With the new and improved Wonderbolts show." Soarin mentioned as he was acting out. "I figured it might raise our cunt’s morale by introducing an old favorite bitch into the show. Make good bits and improve things you know?”

"Even though this one always keeps on getting last place all the time?” Windrider questioned before he let out an amused chuckle. "Although seeing her trying to resist the pleasure is always fun. But I have bigger issues to deal with right now, like the stallions around here being scared to go near any of the sluts."

Soarin quickly noticed Rainbow Dash was trying to hold herself back from tackling and ripping him apart before he tugged on her leash. Rainbow looked up and saw him shake his head a little before he looked back at Windrider. "Oh, well okay, guess I’ll just fly all the way back to Canterlot and tell our lord how you out right refuse to uphold the morale of our brotherly males. After what happened in Ponyville, he demands to keep Equestria on a tighter leash, including Cloudsdale. He’ll be out right furious and might turn you into a mare next.”

"No, every stallion here is very tired to even fly." Windrider told him. "They said that they were having very bad nightmares the last couple of nights, but they don't know why.” Rainbow and Soarin glanced at each other with a small grin as they knew exactly why. "For now, just take Ass-Fire and Lightning Bitch to your place because we have a little performance for them in two days. Also, you should also take that stubborn griffon that's with them." Soarin and Rainbow followed him to the mare's locker room, and saw both a black collar Spitfire bind up and a red collar Lightning Dust pumping a dildo into her cunt. Not only that, but Rainbow Dash's old friend, Gilda was also bound to the wall upside down and a dildo pumper was being pumped into her cunt while she had a ball gag in her beak.

“Spitfire, Lighting Dust! Gilda!” Rainbow exclaimed, recognizing the two mares.

“Rainbow Dash!” Spitfire called out looking surprised to see her friend. Windrider then kicked Rainbow in the side with a grin on his face as she a painful grunt.

"You should've learned by now that you're not allowed to talk unless spoken to, you bitch." He said before he just turned to Lightning Dust to bring Spitfire over. Lightning Dust then went over to Gilda and unhooked her from the wall before letting her fall to the floor and putting a leash on her collar. “Now you two, you’re going with Soarin to his place. Be sure you satisfy him, but more importantly come back for your performance, and do it RIGHT this time!”

"Fuck you, you fucking traitor!" Spitfire snarled before Lightning Dust put a ball gag around her mouth before she unbinded her and dragged her over.

“Correction Ass-fire, ‘you’ are the traitor, not me." Windrider said with a smug look. "I’m simply obeying our newfound overlord. Be sure to have her tied down like Rainbow Bitch there when you pleasure your master like always, Lightning Bitch.”

"Of course, master." Lightning Dust replied with a bow.

"Have fun with them, Soarin." Windrider said before Lightning Dust handed both leashes to him as Windrider left.

Back at Soarin’s home just as the sun began to set, Soarin looked through his windows before closing the curtains. Rainbow had her head through the cloud floor while Lightning Dust had a confused look on her face since Soarin had not immediately took off his pants and began to plow her, Lightning Dust, Spitfire, or Gilda. "Master, why don't you take this rainbow cunt while she literally has her head in the clouds?" Lightning Dust asked as Soarin closed another set of curtains.

“Because I’m simply not in the mood." Soarin told her, which completely surprised not only Lightning Dust, but both Spitfire and Gilda as well. "Besides, I’m too stressed to even have sex.” Rainbow then took her head out of the clouds and looked at him with a small grin

"Hey, Soarin, they're here!" Rainbow told him. "They're in position to get the residents to safety, and right now he's ready to free these three."

“Master, what is she talking about?” Lightning Dust asked before a golden blade suddenly came up and stabbed her in the stomach. This scared her as she quickly jumped back but the cut on her stomach seemed to glow in a golden light. Soon it spread to the rest of her body as a bright light blinded the others before it died down. Spitfire and Gilda were suddenly surprised when they saw the casing on her wings were off and they were restored to how they were as she had a confused look on her face. “What in the hay am I doing, and why am I naked?!”

"Lightning Dust, stay calm and we'll explain everything after those two are next." Rainbow told her before the same blade came up and cut Spitfire on the leg. The blade suddenly went down as the cut on her leg glowed before it did the same to Gilda. Soon their bodies started to glow before the glow died down and their bodies were returned to normal as well before Rainbow Dash removed the gags in their mouths and the bonds holding them.

"How do you both feel?" She asked them.

“I-I feel better but damn I’m cold!” Gilda complained before covering up her body. "The fuck am I naked?!"

“Caribou’s sick fetish.” Spitfire growled. "How their females are able to handle this, I will never understand."

“Sick fuckers." Gilda growled as she and Lightning Dust remembered what happened to them. "I’ll claw every last one of them for this...”

"Trust me, we all want to rip them a new one.” Rainbow told her before she looked towards Lightning Dust. "So, you still want to have them plow you and be a Wonder-slut or do you want to help us out and maybe actually be a Wonderbolt?"

“You’re damn right I want to be a Wonderbolt, and I’ll help you." Lightning growled in anger. "These holes owe me for forced servitude.”

"Just one question: Who was cutting under the floor and who are they?" Spitfire questioned while pointing down at the floor.

“I believe it’s our resistance friends right now, ma'am.” Soarin answered while smiling and a salute.

"And right now, you three need to take off those collars and give them to Twilight so she can enchant them like she did mine.” Rainbow told the three which only made them more confused. “Geez, just give them.” The three shrugged before they took off their collars and pushed them under the floor. They then felt the collars leave their hands before they suddenly returned to them. “Great, now put them back on again, then follow our lead. Time to teach Windrider a lesson he’ll never forget tomorrow.”

"We're listening." Spitfire said with a brow as she, Lightning Dust and Gilda listened closely as to what the two had to say.

The next day, Windrider was flying his way towards work but couldn't help but notice that there was barely any pegasi flying to the sky. “Strange, no pegasi flying around. That’s not normal. Better check in my office and rally some stallions.” He said to himself before flying towards Wonderbolts HQ. The moment he landed, he saw some stallions glaring at him along with a few mares, including Rainbow Dash, Soarin, Spitfire, Lightning Dust, and Gilda. “Uh, what’s going on here? Why are you here, Soarin, and what is everypony doing here?”

"They're here for your termination ceremony.” Spitfire answered as she stood up with a glare. "As I recall, I fired you when you tried to frame Rainbow Dash."

"Why are you standing, looking me in the eye and talking to me?” Windrider questioned before he suddenly felt pain right in his groin. He looked down and saw Lightning Dust with her fist right in his groin as he stumbled backwards in pain.

"Oh sorry, I thought you asked me to punch you in the groin.” Lightning Dust said with a lie.

“How dare you." Windrider grunted with a glare. "Soarin arrested this whore!”

"Hey, you don't get to order him around because you're fired.” Rainbow spoke up with a glare. "And another thing, this whole little Wonderslut thing is completely terminated as well.” She then stood tall before marching towards him. "You always have been a coward when it comes to things like records or the Wonderbolts, that would even include betraying your own kind.”

“I was trying to keep a perfect record of my flawless efforts, till you came around and ruined everything I've worked so hard for." Windrider exclaimed. "I’m an elite flyer, and you’re just a novice that shouldn’t even be in the Wonderbolts. I am better than you!”

"Oh yeah?!" Rainbow suddenly surprised him as she took off into the air and did some aerial maneuvers.

"How are you flying, your wings are in those casing!" He questioned before she hovered right above him. She then removed her collar as magic flowed up her body and revealed that she was wearing her new suit with her wings no longer encasing.

"Face it, Windrider, you'll never be better than anyone because you're a chicken.” Rainbow insulted him as he gave her a dark glare from that insult.

"What did you call me?"

"You heard me, you'll never be better than anyone if you keep framing and betraying your kind like a big, dumb, yellow belly, flightless chicken." Rainbow repeated with a smug grin.

Seeing that the odds are against him, he decided to do something out of character. “Fine, you win. I surrender, just let’s go." Windrider then flew up with a glare. "But just so you know, you won't win."

"Oh we will win, and to prove it, I challenge you to a race." Rainbow told him. "If you win, I'll never fly again and I'll be your sex slave for the rest of my life. But if I win, you have to never fly again. Unless you're too scared that I'll beat you and completely beat your record. After all, they say the older you get, the slower you become." That seemed to do it as Windrider grinds his teeth in anger while glaring at her. The anger seemed to be growing as Rainbow Dash began to do chicken noises right in his face.

“Dash, that’s enough." Soarin said with a small grin on his face from the chicken noises. “Windrider, if you have any at all honor as a pony you’ll agree to the terms.”

"Fine, be ready to suck cock for the rest of your life, bitch!" Windrider declared before flying off.

"He's gone, you can come out now." Rainbow called out as Twilight suddenly appeared next to her.

"You know you didn't need to make that bet right?" Twilight mentioned with a brow.

"It seemed to be the only way to get him to race me, like we planned." Rainbow replied with her arms crossed.

“Well next time, ‘don’t’ make bets even if it helps in things like this.” Twilight sighs before she looks at the Wonderbolts. "We got a lot of work to do before tomorrow, we both know that he's not going to play fair so we gotta make sure things go smoothly.”

“I don’t know if he will cheat or finally do the right thing for once." Spitfire said. "But we will do something in case it comes to that.”

"Okay, all mares, head inside for your new uniforms.” Twilight ordered. "Rarity and I used a copy spell to make duplicates of the one Rainbow Dash is wearing. They might feel a little snug considering some areas have gotten bigger, but they'll still fit." The mares and Gilda took off their collars to remove the cloaking spell on them and headed inside. "All stallions, follow Soarin for a quick briefing of what we have planned for tonight and tomorrow night." The stallions saluted before they followed Soarin as Twilight looked at Rainbow Dash. "Want some extra practice before the race?"

“No thanks, I’m just going to take it easy for now.” Rainbow replied. “But I will be looking forward to being the crap out of him when I win."

“NO, no beating him up.” Twilight reminded her. "Just race and win." Rainbow rolled her eyes and nodded at the response before she took off.

Two days later as the sun was setting, a bunch of caribou of both male and female gathered around a stadium as the big race was happening. There were very few stallions and mares in the stadium, including both Rainbow Dash and Fluttershy's parents. Windrider was the only one getting praised by the Caribou Stags while Rainbow Dash was getting boo by them as they did some stretches before the race started.

“Alright my fellow creatures, let’s have a nice clean race." A stag called out. "Now be sure you make it around the track at least three times in a row. Remember the stakes, if the cunt wins, Windrider never flies again. But if he wins, she never flies and she'll forever be his sex slave as she should be." He then signalled another stag with a flag up. “On your marks… Get set… GO!”

The moment the flag was down, both of them took off at high speed as they tried to outrace the other. Little did the audience know, the resistance was hiding in the shadows as Twilight and Flash looked out before they nodded to each other and Flash brought down his mask.

“Everypony distracted?” Flash asked.

"They're focused on the race, so we got about a few minutes before they do a lap and everything." Twilight replied.

“Good, let’s start saving some innocents from this fetish nightmare.” Soarin said before they began to quickly move out.

Meanwhile, Rainbow was flying as fast as she could to win the race while Windrider did the same. The two of them were neck and neck as they turned a corner and went through a ring. Windrider quickly noticed that Rainbow Dash was about to pass him as fear of losing started to rise inside of him. He then pulled out a whistle from his sleeve and blew into it.

A few Caribou stags hidden in the clouds heard the whistle as their antlers lit up with some sort of ice blue magic. A gust of frosty wind blew upwards, throwing Rainbow off course. Rainbow quickly got her bearings and saw Windrider was way ahead of her. She furrowed her brow before flying after him as they flew one lap when they passed the Stadium.

“And that’s the first lap, and the rainbow mare is falling behind!” The announcer said. “She’ll need to do better if she wants to beat Windrider.”

Rainbow managed to catch up to him as she glared at him. "Really, having Caribou make a strong breeze to blow me back?!" She called out with much hatred in her tone. "First you framed me, then you betrayed Equestria, and now you're a cheater?!"

“I do what I must to stay on top!" Windrider replied with a stern tone. "Something a loyal bitch like you can’t possibly understand.”

"I understand that you're the lowest of the low!" Rainbow shouted before she elbowed him hard to make him fly off course before ducking under the tough breeze that nearly hit her.

“I’m above and beyond!" Windrider quickly flew back as they passed the second lap. "You are the lowest of the low! For the New Equestria is under new order! Those who know and are better than Celestia’s followers!” Soon walls of ice started to form by the Caribou hidden in the clouds before he shoved Rainbow Dash into the wall. She cried out in pain as she was being forced to fly against it before pushing him off.

"You're a maniac if you're trying to kill me!" Rainbow shouted as she pushed him off. Windrider then pushed her up against the wall again and the stadium was just ahead of them.

"You are a joke, a fool to believe that you can be a Wonderbolt; let alone beat me! The king of the skies!" He shouted before knocking her wing right into the wall and began to fall out of the sky. "You don't belong in the Wonderbolts!"

As Rainbow Dash began to fall, she closed her eyes tightly as she could hear the many insults from the stallions that were under the spell. Pain rose in her heart as she felt like the weight of it began to make her fall faster. She then remembered what Soarin said before and flashes of her times with her friends began to lift the weight. She then opened her eyes with a determined fire burning inside them before she spread her wings. "Yes…I….DO!!!" She cried out at the top of her lungs before she suddenly did a Sonic Rainboom and flew straight up.

Windrider saw this, but what really shocked him to the core was when she was ready to do a turn to catch up, she suddenly did a second Sonic Rainboom and flew at an impossible speed. Now things turned around for the rainbow maned mare. She flew right past him and crossed the finish line but didn't stop as she flew back into the course but flew right into the clouds. She was then seen holding the antlers of the Caribou who helped Windrider cheat and began to fly them right through the Watchtowers around Cloudsdale, completely demolishing them.

"And Rainbow Dash is the winner with a double Sonic Rainboom!!" Twilight announced as every pony in the stadium was free while the Caribou were captured by the resistance. The ponies and the resistance cheered in excitement as Windrider crashed landed in the middle of the stadium.

Windrider began to sigh with disbelief as a look of shock was on his face. He then looked around and saw the resistance had defeated the Caribou before Spitfire landed in front of him wearing the new female Wonderbolt uniform and her arms crossed. “So this is it, the old guards out and a new generation steps in.” She said with a brow. “As agreed upon, you'll never fly again, and pay for your crimes.

"N-No…this can't be…" Windrider said with disbelief before he glared up at the resistance. "She cheated! You all helped her!”

“Correction: We’d freed the stallions and mares while you were racing." Soarin spoke up. "And Rainbow Dash beat you fair and square, AND, the rules didn’t say anything about not using the Sonic Rainboom.”

"B-But…!"

"And you were the one who cheated by having those Caribou Stags try to knock her off course and create those ice winds.” Twilight spoke up firmly as she landed in front. "I don't understand why you did all those things in the first place. I mean, framing somepony over a record? Things like that get broken all the time, and I definitely believed Rainbow Dash completely destroyed your record in this race."

“Because I took great pride in it, that’s why!" Windrider shouted with an angry glare. "Do you have any idea how hard it is to be beaten by somepony else?! Because I was the best among the Wonderbolts, and new recruits always look for a way to wash away old generations' glory with their own. I couldn’t allow that, I just couldn’t. I… I… I will never let some bitch nopony like her take it all away!” He got up and flared up his wings. "Her or that bitch sun ass of a princess!!!"

Twilight looked at him with a shock at first before her brow furrowed as she had a very disappointed look on her face. "Windrider, you have shown everypony that you hold no harmony in your heart and show no remorse for what you have done to our home." She said with a firm tone. "If you really think that way, then you deserve the cruelest of punishment that matches your actions. As you are the loser of the bet, you will never fly again, and to ensure that, your wings will be taken away from you."

"Oh what, will you just pluck my feathers off like they did to you mares?" He mocked her.

"No, your wings will be ripped off, literally.” Twilight corrected which shocked him to the Core. "You showed that you don't deserve them if this is how you act to your fellow ponies. Since demoting you won’t be enough, you lose your wings instead.”

"N-No, you can't!" Windrider pleaded before he looked at Spitfire and Soarin. "P-Please, even you have to admit that this is barbaric!" The two pegasi only looked away from him before he looked towards the crowd who only gave him a glare. He then dropped to his knees and held on to Twilight's ankle. "Please, don't take my wings away!"

"Didn’t many pegasi begged the same thing before you helped the caribou take away their wings?" Twilight questioned before a couple of changeling soldiers went over and grabbed Windrider. "I'm sorry, but you have brought this upon yourself. I will assure you that your wings may be restored one day, but only if and when you have learned your lesson. After Equestria is free and when you have truly atoned for all that you have done."

"You heard her." Nightmare Moon spoke up to the two changeling soldiers. "Take him away and make sure that when you rip off his wings, it is done slowly and painfully."

“No! For those who follow Dainn deserve such pain, not our ponies. Slice the wings off, quickly.” Twilight ordered which the changelings nodded as they took Windrider away. She then let out a sigh before Flash went up to her and removed his mask.

"You okay?" He asked as she nodded in response.

"Do you think I made the right decision of punishing him that way?" Twilight asked with a low tone.

"To be honest, maybe it was or maybe it wasn't." Flash mentioned. "To be honest, he kind of deserves this if he's going to learn his lesson. Pretty sure even Celestia wouldn't have a choice either but to do this."

"That's one of the many things that is difficult about our position." Nightmare Moon mentioned as she walked up to Twilight. "And that's to make the toughest decisions." Soon Rainbow Dash was seen flying back in with the dead Caribou she had used to knock down the towers. She dropped their lifeless bodies before she fell onto the cloud with exhaustion.

"Rainbow!" Twilight called out as she and her friends rushed over to her.

"N-Never thought I c-could do a…a double Sonic Rainboom…t-till now…" Rainbow muttered from exhaustion. "That took a lot out of me… I-I'm gonna n-need a few d-days t-to rest…"

"Rest up, because you earned it." Twilight told her with a warm smile before looking at the resistance that has now grown with all of Cloudsdale liberated. Now they have control of the Skies but still have a long way to go before all of Equestria is free.

Later in Cloudsdale, ponies were loading up supplies onto their newly acquired airships. Tempest was overseeing the loading dock barking orders. “Come on ponies and creatures, times a wasting!" She called out with a firm tone. "We gotta prepare for anything! Once word gets out that Cloudsdale is free, Dainn will try to retake it back!"

"Hey Tempest!" Flash called out as she saw him went up to her. "Don't you think you should get some rest? It's been a long day for all of us."

“Absolutely not." She replied. "Dainn is not somecreature that will just sit on his ass and wait. He’ll send a fleet of airships as soon as word reaches him. Chrysalis mentioned that her drone that's imposing as you will slow him down, but it won't be for long. We have to be ready for a counterattack."

"Okay, but don't overwork yourself or any of these creatures.” Flash said with a sincere tone. "Twilight overworked herself and she almost burned herself out while having the spell get a better control over her. It's important to rest now and again." Tempest looked at him for a moment before she lets out a sigh.

“Alright, but know that I’m following orders, NOT for the sake of my health." She told him as he nodded in understanding. He then gave her a pat on the back before walking off. Tempest looked at him as he laughed while a small smile began to form on her face. She then blinked a few times before shaking her head as a strange feeling inside of her began to grow. "What's going on? Why do I feel so warm inside every time I look at him?"

“Hey, Tempest right?” A random voice called out. Tempest snapped out of her thoughts and looked to see Glida fly down and landed in front of her. “I was told by Rainbow Dash to report to you. My name is Glida.”

“Oh, well yes I am." Tempest replied friendly. "And what have you reported to me for?”

“Well, after I have been free from the caribou’s influence, I want to gain your sense of training so I can pay them back ten fold.” Gilda told her. "They're gonna get it for humiliating me so much."

"Understandable." Tempest agreed. “But just so you know, my training is nothing like the royal guard’s training. My way is far more violent and more effective.”

"Whatever, when do we start?"

"After I'm done here." Tempest replied. "Once we get these ships ready, it will be easier for us to defend."

“Should we take the airships away from here?" Gilda asked before she shrugged. "Makes sense to keep them out until they’re needed.” Every creature was doing their part as they were getting ready for anything that would come their way and to make the Caribou pay for what they have done to every single one of them.

Author's Note

This here is the armor Twilight will be wearing everyone: