End of an Era: The Upheaval

by Dr Sharaz Jek

Rating: mature
Tags: Original Character, Porn, Princess Cadance, Ocellus, Tragedy, Queen Chrysalis, Profanity, Non-consensual, Shining Armor, Sex, Anthro, My Little Pony: Friendship is Magic, Dark, Death, Alternate Universe
Length: 83234

Cadance spearheads a relief effort when the invasion of changelings into the Crystal Empire leads to an alliance between many races.

Under orders from Queen Chrysalis, Ocellus infiltrated the Crystal Empire to undermine it, with the threat her eggs would pay the price should she fail. But the changeling befriended ponies while under disguise, and has potentially doomed them.

An all-out war between changelings and ponies commences. Lines are drawn, sides are chosen, and Equestria is altered forever. Will Shining Armor be able to defend his wife, Cadance, when he's backed into a corner and beset on all sides?

Note: All characters are 18 or older. Midnight Blitzer, Moonlight River, Lightning Spark, Thunder Storm, Snowy Blizzard, Fiery Kickstart, Moonflower, and Night Blade belong to Shadic Midnight Blitzer. Zafire Heart belongs to N1God. Moon Hammer belongs to Arcanum -Phantasy. All other OCs are mine.

Published 2024-09-08 16:20:01 UTC
Last updated 2024-10-26 16:24:21 UTC

Chapter 1

The gala to celebrate the ending of the championship games reminded Queen Cadance and King Shining Armor of their wedding ceremony, expansive and opulent, since the entire Crystal Empire joined in on the festivities. The pop of fireworks started early in the morning, and continued throughout the day. The married power couple were constantly barraged by questions and congratulations, especially with the rumors that another war was on the horizon. One between the changelings and ponies, as the cold war turned hot, the rulers on both sides determined to break a deadlock. To spearhead the invasion into the hives, the queen's 'Three Swords' would take point.

The 'First Sword', her husband Shining Armor, the 'Second Sword' a pegasus named Thunder Storm, and the 'Third Sword' another pegasus called Fiery Kickstart. Each of them were in attendance at the Crystal Palace today, with their own skilled and disciplined armies under their command.

Cadance continued to adorn her shiny ceremonial armor, closer to a leotard that sculpted and flaunted her assets, most of her voluptuous breasts, hips, and buttocks on display. She walked with her plume out and her tail hiked with pride, a warm, sensual smile on her snout, her boots ended in heels. She walked arm-in-arm with her husband, also shrouded in muscle-like armor.

Feasts were set out across the tables, which included fancy cakes and wine in bottles. Snack trays were carried by butlers and maids, hand-picked by the queen for their attractiveness, most of them crystal ponies. Guards stood watch all over, stoic and on constant watch for any trouble.

“This day is going to be perfect~,” sang the queen to herself, who bent over in front of her husband to stab a fork into a slice of cake, her heart-shaped pink cheeks bared, with her asscrack barely hidden by a thin layer of her costume as she shook her beautiful butt to the music.

“It sure is!” He was tempted to reach out and take a pinch, but too many eyes were on them.

“Dirty boy~.” She, too, wished he'd chance it. But they'd make up for that later! Especially since they'd partaken in a 'wife-swap' with another married couple, Thunder Storm also present and encased in his own armor, with his own curvaceous pegasus wife Snowy Blizzard in a sultry gown. She shot the pair a sly wink, which they returned with smiles of their own at the rulers.

With a brush of her tail to tickle her hubby's hand, she nibbled at her cake and they made their way over to their secret lovers. “Good to see you, as always. That armor really suits your chivalrous side, Thunder Storm! And Snow Blizzard! Why, that slip is almost scandalous on your delectable flesh!”

“Why-why thank you,” said Snowy with a flush and a small titter.

“You two also look impressive as always,” noted Thunder Storm, who looked them up-and-down.

“We do our best!” Shiny chuckled and thrust out his barrel chest. “Huh, but I've barely seen a hint of Fiery today! Plenty of his men, but usually at this time of year he's obsessed with order!”

“Maybe he's decided to maintain order from behind the scenes this time,” considered Thunder, who'd lowered his voice, but most of their words were lost under the music, an occasional pop of fireworks, and idle chatter around them. “He almost embarrassed us all last year.”

“He meant well,” defended the queen. “Fiery simply...lives up to his namesake at times.”

Snowy nodded. “He's always been a little pushy and stubborn. I never intended to break his heart back in the day, but...” She took her husband's hands. “Thunder is the stallion for me!”

Cadance tittered, and her barely contained breasts shook wildly in her top. “About that. Perhaps he's found a sweetheart of his own? It's hard to pinpoint with everyone around, but love is definitely in the air! I'm sure dozens of new romances have blossomed today!”

“I sure hope so,” said Thunder with a frown. “I hope we never have to cross swords for real.”

“I prevented that last time,” reminded Snowy. “And if I have to, I'll come between you again! Whatever his faults, Fiery would never harm me! And he's very dedicated to our country!”

Shiny sipped at a drink in hand. “True! He's always had our backs on the battlefield. He's also a skilled tactician, who came up with many of our force's formations! United, we're invincible!”

“Almost invincible,” said Thunder. “Let's not tempt fate.” He, too, took a drink of wine.

They continued to make the rounds around the party. It started from dawn and would carry on into the next, before the queen would formally announced her intentions to strike a decisive blow to Queen Chrysalis, backed by her 'Three Swords'...and she'd soon hoped her secret 'Fourth Sword'.

The thestral stallion in question, Night Blade, touched down hand-in-hand with his bat mare wife, Moonflower. Gasps of surprise met the couple at their entrance into the Crystal Empire, and guards rushed onto the scene with a rattle of armor, despite the thestral's ancient sword remained sheathed. Likewise, he came in out-of-date armor, a helmet included which he removed.

“I don't want any trouble,” he implored, and stepped protectively in front of his wife.

Moonflower cried, “It's true! Please, everyone, put away your weapons and let us see the queen!”

Guardsmen, who'd formed a circle around the couple, closed in with the intention to imprison them and ask the queen what should be done with the intruders. Then, a burst of flame hissed above them, with cries from the crows as the soldiers were forced apart by the heat wave.

A mustard stallion pegasus strode onto the scene, his sword unsheathed. “Stand down,” commanded Fiery. “I know who they are and will deal with this. Dismissed.” When a soldier opened his mouth to protest, Fiery stared him down, until he balked, they all saluted, and marched away.

“The rest of you too. Enjoy the party,” he said to the mob with a dismissive wave. Then, he led them away from the revelers to somewhere more private, a small table beneath a tree at a restaurant. “Excuse them. You know there's still so much bad blood between ponies and thestrals.”

“Yes,” lamented Moonflower, who toyed with a flower in her mane. “They treat us like circus freaks!” She, too, wore a dress from ancient times, and a pair of sandals.

“We shouldn't have touched down in the middle of the capital,” the bat stallion said.

“True,” answered Fiery with a clipped nod. “You practically asked for trouble. No doubt you wanted to make a statement. You won't win many friends that way...but you do have my respect.”

Night Blade returned their savior's sudden chuckle, the tension broken. “Well, my wife and I always always did appreciate the theater, in our times. Some of that theatricality must've rubbed off on me. Mostly, I believe it is the quickest way to seek an audience with Cadenza Mi Amore.”

“Just Cadance will do,” said Fiery. “I'll send word her way, once you two settle in.”

“Good to know you still see me as a comrade-in-arms...'Third Sword'.” He offered a hand.

Fiery looked at it but didn't take it. “That remains to be seen, 'old friend'.” He turned his back on the couple. “You ran away from your duties. Hid like a coward. I understand why you did it. You wanted to protect the mare you love. But you'll have to win back your rank...'Fourth Sword'.”

They watched him leave with a mixture of emotions.

Moonflower rubbed her husband's hand. “I'm sorry. Because of me, they think you a coward!”

“Let them all believe what they like,” he answered darkly and squeezed her hand. “I'll always choose my family first. Our little mare included. She inspired us to visit here, after all.”

Moonflower said, “I wonder where Moonlight is, anyway? Or her friends? Guess we'll have to stick around here to stay on the safe side, and wait until Fiery sends someone to fetch us!”

True to his word, Fiery passed on his request to Ocellus, a 'crystal mare maid' that rushed off to find the queen. That left him alone with his two prizes, the twin crystal mare maids Foal-Bearer and Wet Nurse, in their usual uniforms with coral pastel pink manes in bobcuts, their eyes, skin, fur, and tails also in various shades of pink to compliment them. Both of them curtsied in unison.

He smirked at the pair, aware they were alone in a hall, where his firm hands cupped a breast and buttock They squealed in united delight when he wrapped a hand around each waist, scooped them up, and tossed both over each soldier, their skirts flipped and panty-clad asses upraised.

Wet Nurse blushed with titters and whimpered, “S-sir! Someone could see us!”

“Then we'd better put on a nice show,” he chortled, cupping each sister by a buttock, then yanked their panties down, their puckered assholes and pussies wet in anticipation exposed to the cool air.

Foal-Bearer shook her bottom and mused, “Bold as always, sir.” They yelped at a sharp, playful spank on their rumps, as the cutie marks that adorned them, two intertwined female symbols, shimmered in resonance. As such, they shared each other's pain...and pleasure.

Under normal circumstances Fiery wouldn't be Foal-Bearer's type, but her twin's crush on him had enveloped her, as Wet Nurse's romance with him blossomed and they shared in his love. Foal-Bearer once had her heart set on Thunder Storm, but knew it couldn't be with the married stallion.

Now, they slipped into an empty room, where Fiery tossed them onto a spacious bed with a bounce. He locked the door behind him, practically ripped his uniform off while the sisters put on a strip tease. First, came off their uniforms, then they unhooked their bras and let their tits flop out, which smacked and continued to wobble a little while they settled, topped by wide areola.

Then, he flew into bed with them, crushed his lips to their own as he savored the manhandled mares. “Normally, I'd never do this. I should be on watch with my men.”

“Just a little while,” said Wet Nurse, who pressed her heavy tit until it squashed in his palm. “I-I want to bear your foals someday! B-but I understand we're merely common maids-”

“-me too,” decided Foal-Bearer as his other hand sank into her pastel pink buttcheek. “My sister's love for you is clear. And I wouldn't mind sharing the rest of my life with you, or having your foals, should you accept. Of course, we understand if you turn us down, with your position-”

“I'll do it,” he answered with fierce conviction. “I'd already planned to marry you both, when the time came. Once Chrysalis and her minions are dealt with, I'll wed and put foals in you both.” He drew his palms over their flesh, to rest over their abdomens, near their wombs.

Wet Nurse sniffled and wept happy tears that streaked down her cheeks. “Th-thank you sir!”

“Yes,” said Foal-Bearer, affected by her sister's outpour of emotion as she softly cried, too. “I suppose we'd better practice more, for when you knock us up, shouldn't we?” Usually, she let her sister take the first round, but this time she took his horsecock and directed it to her snatch.

They moaned when he sank into her. Surrender to his thrusts, his kisses and caresses, traced the line of his musculature while he rocked Foal-Bearer beneath him each time he pounded her. While he'd become more tender, he still often took them hard and fast, especially with their limited time.

Sweat lined their bodies, and Wet Nurse played with her pussy while she awaited her turn. She could feel his phantom cock carve into her cunt, and his hands wherever he touched her sister.

“I'm close,” he warned her between slams, his teeth clenched and ears flat.

Foal-Bearer cried back, “In-inside! I want to pretend you've knocked us up!” Grunts escaped him when he impaled her balls deep, and exploded directly into her uterus, as his flare had punched past her cervix. The sisters screamed in ecstasy and drenched his crotch as he shot into her.

Her belly swelled under the impacts, her eyes rolled into her head. Finally, he popped out, the last shot unloaded across her belly while she heaved her sweaty tits and her slit leaked out his cum.

“My turn!” Wet Nurse enthusiastically bent over her sister for him, her hands on the headrest and her head craned back, without a need to face a deep blush or the way she smoldered, as her lower holes winked, ready to take his cock like a bitch in heat. “Give it to me, sir! Please~!”

After a harsh slap to her ass which made her whinny, he reared up and mounted her. Still half-hard, he pushed into her twat, parted its slick walls and spat on her asshole, which he thumbed while he railed her senseless. She and Foal-Beare beneath her mewled from his dominant treatment.

In a blur, he worked her over, and his free hand played with one suspended titty while the other swayed each time he knocked her about when he speared her deep. Foal-Bearer twisted her body and squirmed so that she lifted her butt up, her creamed cunt thrust up to her sister's face.

Wet Nurse immediately beset her twin, and feasted on her slutty, slimy snatch, slurped the spunk from its soaked depths. Her own pussy burned with pleasure, as she felt her own phantom tongue worm inside its pink folds, and Fiery's cock carved her up while his thumb mashed her rectum.

“F-fuck! I'm at my limit, sir!” She squeezed and came all over him first.

With another butt slap, he buried himself womb-deep in her too, then exploded inside her. Her stomach bloated below her, Wet Nurse's face also painted all over in her sister's slutty squirts.

The masochistic maid mares mewled when he finished. In unison they asked, “How were we, sir?”

“Good bitches like always,” he teased with a smirk, which they giggled at. “Got to get back. Sorry I can't stay, but I'll make it up to you two later.” He embraced and kissed them both.

“We love you~,” replied the twins in unison, practically glowing after he'd thoroughly wrecked their pussies like he always did. They, too, would have to head back soon, before they were missed.

The sisters reclined face-to-face, their figners linked and their snouts touched. Now that he'd revealed his intention to marry them, their hearts fluttered in a staccato rhythm.

Fiery had already left, but the door creaked open, unnoticed by the sisters. Their fellow maid and friend, Ocellus, watched them from outside the room, her expression forlorn and shadows falling over the twins...the ones she'd soon be forced to betray. She balled up a small, shaky fist.

To communicate with her queen, she'd have to momentarily take her changeling form, thus she slipped out of the building to seek out a designated place another drone would carry her message. This she left in the form of a smell she expelled, which the swarm could use to communicate.

With all them marshaled patrols, it wasn't an easy matter to slip out, but she'd taken the form of Thunder Storm in a flash, approached the soldiers stationed at the gate with a salute they returned, and proclaimed, “I want to check the outside area. Personally. I'll be back in a few minutes.”

“Alone, sir? Should we call for a patrol-”

“No need.” The shape-shifter touched his shoulder with a warm smile. “I won't travel far.” A doubtful look crossed the pair of troopers, but nonetheless the stallions allowed the 'Second Sword' by. No time was wasted on the march outside the Crystal Empire's capital, into a nearby forest.

With distance put between her and civilization, another flash swept over Ocellus when she took her natural form back. A nude, lithe, insect-pony hybrid materialized with gossamer wings and an ethereal curtain of a mane to match, her eyes wide and innocent. At the chosen spot by a tree marked by a smell ponies couldn't perceive, she inhaled her own scent over it in a pink cloud.

“It's done. I-I can't turn back now,” she whispered to herself, as the cool breeze caressed her lean, naked form. After a moment taken to inhale deeply, she shifted into the commander and headed back. Guardsmen allowed 'Thunder Storm' back in, and the shifter headed to the party.

She'd reclaimed her crystal mare maid likeness while unobserved, threw on her uniform (It always proved very uncomfortable and required constant concentration to warp her body into clothes like she'd had to when she mimicked Thunder Storm's armor), and slipped into the celebration like she'd never been absent. Not that anyone seemed to notice, with so many maids about!

She noted a number of faces were currently no-show. Cadance and Shining Armor included, who she suspected had slipped away for a bit of quick and casual 'fun'. They'd all go out with a bang soon, she knew, since the lust she'd collected over the last couple weeks had built up in her, which her system recycled to affect her venom, and she synthesized a far more potent form of aphrodisiac. All she had to do was dissolve it into the food and drinks, then the fun would start...

*****

This was the way it was meant to play out. The fall of the Crystal Empire, which would become a shadow of its current state, ordained by fate. Yet unseen elements complicated matters.

Greenish-hues cast by the hive walls, slimy and fleshy, woven around rocks as the walls appeared to breathe around the spacious labyrinth of caverns deep below the earth. The earth was wet and sucked at the bare feet of Queen Chrysalis, who rose from her daily bath to walk towards the hatchery, her hands raised to sweep a wet waterfall of a mane behind her voluptuous body.

She approached the clutch of Ocellus, each ovum sat in a murky pool amidst a crater, ready to hatch when their mother returned. The father had been some warrior drone Chrysalis executed herself when she claimed the 'Proto Queen', more commonly known as a 'Protoquen's', hive. “Perhaps I was a tad hasty,” she mused. “Perhaps he would have been a worthy treat in bed!”

Yet she couldn't risk a rebellion, and crushed all warriors of a hive she invaded at first chance. Ocellus had wept over her husband, but quickly fallen into her service to preserve her spawn. Her kind were normally docile by nature, until Chrysalis transformed them into her personal army!

Her ear twitched at a muted flutter. “Is that you, my concubines? Show yourself!”

Hooded and robed figures floated into her presence, doused by the shadows. “Greetings, Queen Chrysalis. We're emissaries of our sacred order, who seek an audience with you!”

She hissed at the troika. “How did you infiltrate my hive undetected?”

“You'd be surprised what we're capable of! Do you desire even more power?”

“What do you mean? Tell me quickly, or I'll have your heads!” She flexed her inner muscles, and with a wet slurp from her cunt, 'birthed' out a spike filled with venom, slick and slippery in her palm when she brandished it. Unlike the soft-touch of Ocellus, her bitter poisons could cause paralysis, horrific hallucinations, and would end in excruciation and death. “Who dares address me?”

The three mares cast back their hoods, and their robes fluttered open, their nubile bodies naked beneath the folds. “Trixie Lulamoon, at your service!” She took a theatrical bow. “And these are my sidekicks, Lavender Lace and Fuchsia Blush! We'll come to be known as the 'Cult of the Nemesis'!”

“Never heard of you,” dismissed Chrysalis. “What can you three possibly do for me?”

“Trust us,” mused Trrixie. “Guide us to your throne room, and we'll show you!” Despite her doubts, Chrysalis led them into her chambers, ready to run the stinger through their throats at the first sign of treachery. After all, she hadn't united a number of hives under an iron first by carelessness!

She summoned her concubines, each without a name and reduced to a number, a mix of males and females she'd purposefully made dim-witted and submissive, each beautiful, loyal, service, sensitive and easy to please. They formed a throne for their queen, who sat her wide bare butt down on the back of one propped on all fours, and her feet rested atop another prostrated before her.

While the cultists made their pitch, one of her spy drones returned and exhaled his scent cloud.

Chrysalis inhaled it, her mind like always hit by a series of rapid images that flashed in her skull, which showed the movements of Ocellus, the layout of the Crystal Palace, key players in attendance...when Ocellus enacted her part of the plan, it would prove all too easy to invade!

Trixie offered, “Perhaps a demonstration would help sway you? How valuable is this drone?”

“Replaceable,” decided Chrysalis, who reclined her tilted head on a hand. “Proceed.”

Trixie produced a weapon, a wand carved from a severed unicorn horn. Infused with dark mysticism, it radiated a blackish-purple, which she dispelled into the male drone. He shuddered, twisted, thrown between a series of shapes he'd taken on before...until his musculature expanded, as he toppled onto all fours with a snarl, transformed into a more beast-like creature that flicked his antenna.

“A small taste of what we can do,” assured Trixie. “You don't have to decide now. We'll return later, where we can formally make an alliance! But know that ponies aren't the only enemy out there!”

“You mean the races allied with them? Bah. They're on the other side of Equestria,” she dismissed.

“No,” said Fuchsia Blush. “Races that will be drawn in from alternate worlds.”

“Ones that will help the ponies try and turn the tides,” added Lavender.

“Other worlds? I don't know what you speak of,” said Chrysalis, yet she felt a chill sweep her. “Go, then.” With a united nod, the three robed mares stepped back into the shadows, and appeared to vanish into them. The queen's mind was troubled, as it tried to wrap her head around parallel worlds, which for a moment made her feel so small. So helpless. “No! I won't be a nobody!”

Were it necessary, she'd sacrifice every life there was to make her mark on history...!

*****

The 'Cult of the Nemesis' made its move, to alter the direction of history forever, and assure Equestria's end would be Apocalyptic indeed. Already, with their interference, the cultists assured that reality here would unravel faster, until it eventually collapsed. However, they weren't the only ones that interfered. An interloper who'd lost his world in ancient times intervened.

Grayscale Carnix, founder of the Order of Reapers, meant to be a neutral arbiter that preserved the universal balance. But he could see the threads that connected the multiverse fray.

Gray-robed, the drake's snout peeked out of his thick hood, his leathery-scaled bulk muscular.

Portions of this Equestria would soon start to vanish. Pieces of other planets would make their way here, and with them, refugees from other races, survivors from their own doomed universes. One of these he'd personally saved were a number of Valkyries, soul-collectors on the battlefield.

He'd keep them at hand, ready to be played when the time came. Until then, he employed more 'subtle' means. The moment someone tried to weave a nexus between worlds, he interferfered. Stood upon 'Nocturne's Peak', a mountain capped in packets of snow, his own robed hand perfectly mimicked the hand movements of the witch that walked between worlds.

A slit was drawn in the air, opened to a bluish-white portal that swirled, shimmered, and hummed. From the hole toppled the unicorn that weaved it, Beatrix Belladonna, who were it not for her platinum mane and violet eyes, skin, and fur, could've been a clone of her mother Trixie!

She tumbled head-over heels over into a blanket of snow, wet from her bath and naked. “Oof! What the-” She crawled out of the way, while a couple more fell out behind her.

The witch had been in the middle of a steam bath with friends, while she'd showed off her powers. Never before had her portal sucked her in! And her two closest friends, too!

Cerise Silhouette screamed when she fell, and landed on her butt in the snow, the wind knocked from her. The earth pony mare, with her medium-sized breasts to match the dancer's build, had charcoal black fur and skin, her mane which was usually done up in pigtails down and drenched, hot pink like her soulful eyes. “Ow-owie~!” She sniffled and her palms rubbed her bare buns.

“You okay? Look out!” Beatrix seized Cerise in an aura cast by her horn and moved her.

The last of the bathers was spat out, yet she sailed to safety near them, statuesque and crimson-skinned. Golden eyes surveyed the snowy mountainscape, her silken black locks tossed in the wind as the succubus took in this world with a flick of her spaded tail, her leather wings drawn close to her back, and her arms crossed under her heavy bare breasts. “Another fine mess, sister.”

“H-hey! It was an accident! My powers have never done that before,” defended Beatrix.

Bellatrix Primadonna curled her lip. “Can't you simply step into the portal and send us back? Wait.” She narrowed her eyes at the nexus-between-realities, and noted a subtle flicker and distorted hum.

“It's unstable,” realized Beatrix. “I don't dare open another one, it could collapse this dimension!”

Cerise, who'd recovered her breath, huffed with her cheeks red and her soulful eyes wide. “So that means we're trapped here? Oh no!” She curled up close to herself to keep warm, her nipples stiff.

“I'm certain it's a temporary setback princess,” surmised Bellatrix flatly. “Isn't that so, sister?”

“S-sure. It has to be!” Beatrix tried to work out why her portal malfunctioned, the one that helped cause its instability to force her here, Grayscale Carnifex, unseen as he chuckled at his risky plan. Whoever the architects of the Apocalypse were that used the cultists to break down the multiverse's stability, he could toss his own pawns into the mix, and perhaps create a paradox in his favor...?

Of course, he couldn't let Beatrix return home until she made a mess of the timeline, like always. The other women he accidentally pulled in to aid her were a bonus. And if they all died, oh well...

Cerise shivered and asked, “H-how do we get down this mountain? She concentrated, and the earth mare activated a 'trick' she'd learned thanks to the black magic her father imbued on her before she'd even been born...and a pair of bat wings exploded out of her back in tandem, which Carnifex thought was fitting, since the thestrals of this region had been born on this mountaintop. “I-I don't think I can safely fly down it, now with all these winds!What are we supposed to-”

“Don't blather on,” said Bellatrix curtly with a roll of her eyes. “There must be a way, and I'll find it.” While her nipples were painfully erect too in the cold, she otherwise appeared unbothered by the elements. “I can see a path up ahead. We'll have to take it slow to make our descent.”

“Sounds like a plan,” decided Beatrix, who attempted to wave on a costume, like she usually did...only to have her magic flicker out. In a panic, she tried a number of spells with her hands and horn, but was only able to use her aura, since telekinesis was the first spell most unicorns learned. “Wh-what the-! No! This better not be permanent!” A sudden terror seized her heart.

“You worry too much,” said Bella. “It's probably connected to your portal. I'm sure it will pass.” She opened her palm, and summoned up brimstone wrapped in hellfire that sizzled. “It appears my powers function fine, so I'll take point and protect you both. It's almost nice up here.”

Cerise's teeth clicked. “If-if you say so!” Her leather plume and pink tail wrapped around her. “I'm sorry, but I haven't been on lots of adventures like you two! That debacle where my country was almost conquered, when that eldritch horror that pretended to be a manor swept me up into it, and that's it! I-I know I'm not much of a warrior, but I'll try not to be a burden on you two!”

Beatrix took her hand. “Don't worry! I'll never let anyone hurt you! Never!”

Cerise beamed at her. “Th-thank you!” The three of them started their slow descent, only to a short time later find a bundle of clothes left beneath a rotted tree for them, and weapons stabbed into its dead trunk. Bellatrix raised a skeptical eyebrow, but they couldn't question their luck much.

What choice did they have, but to rely on their unseen benefactor?

They dressed and armed themselves in costumes not too dissimilar from they usually wore, albeit Beatrix's leotard was closer to a unitard, and the same proved true for Cerise's dancer costume. Bellatrix's typical leather bikini was more like a leather catsuit. Cerise took up a spear with ribbons on it, Bellatrix a curved crimson knife that was practically a replica of her own weapon, and Beatrix, who usually didn't carry a melee weapon of any kind, picked up a wand with a low shudder.

“Th-this is...” It was carved from a unicorn's horn and lacquered. A cursed weapon made from a poor, mutilated and slain pony. She was tempted to hurl it off the mountainside.

Yet she could need it to survive! “I'm sorry, whoever you are. I'll try not to let your sacrifice be in vain!” Yet she worried what it meant. The 'Cult of the Nemesis' could be here, somewhere...

Finally, the three of them wrapped up in thick hooded cloaks left to them. Sleet covered the footfalls that trailed down the paths that spiraled around the mountain, and they were forced to proceed quickly, as Cerise used her spear to help support her, and Belklatrix's tail was ready to snake out and seize her companions, were they to slip. Beatrix was thankful she had boots without heels for once. Step-by-step, they undertook a slow march, towards the mountain's bottom.

A paradox would hopefully throw a wrench into the plans of his enemies, Grayscale decided, while the ancient, former executioner observed his pawns on their way down with a wry smile.

Doubtful they'd reached the Crystal Empire in time, when its downfall was scheduled to kick off. Yet surely they'd cross paths with whatever the cultists had in mind in the aftermath...

Chapter 9

For the moment, the majority of the civilians were left packed into the cafeteria or placed under house arrest. Others disappeared without a trace, with whispered rumors that they, too, were taken to the interconnected series of hives below the earth. Foal-Bearer and Wet Nurse tended to the wounded with a number of crystal pony doctors and nurses, under the watchful eyes of the changelings and cultists which hovered nearby. Until the new queen decided their fate, they were hostages to make certain the former rulers and the 'Swords' didn't attempt to mount an uprising. Already there were sounds of unrest, especially from those who'd been separated from family.

“At least they've fed us,” whispered Moonlight, while she sat with her fellow cadets around a table. “Probably to fatten us up, until the stallions are ready to be eaten, and the mares...”

“Don't say it,” replied Lightning when she couldn't finish. “No way in hell we'll let that happen!”

“Keep your voice down,” reminded Moonlight, thankful all the chatter drowned them out. “Believe me, I'm frustrated, too. I honestly don't see a way out of this, not without outside help.”

Midnight nodded and also kept his voice low. “Maybe Celestia and Luna will come themselves? Send in the Elements of Harmony with a massive army behind them, and rescue us from this mess?”

“Doubt they know what happened yet,” said Moonie. “Besides, they're a continent away. Even they're not capable of mass teleportation, from what my father told me.”

Sighing, Lightning plopped her chin atop her folded arms on the table. “Well, so much for that idea! What kind of Wonderbolt could I ever hope to be, when I can't even save myself?”

“Your time will come,” reassured Moonflower, who delivered them another tray of fresh food. She and Snowy Blizzard also sat with them, where they all shared a meal to help pass the time. While none of them voiced it aloud, they all wished the 'Swords' were there to make them feel more secure. After they'd been called away, they hadn't heard another word about them.

Later on, everyone that wasn't injured was ushered by the guards to the barracks, and into the massive showers the soldiers once used. They were demanded to strip and bathe, with those that were slow to obey prodded by swords and spears, until every stallion and mare started to disrobe. The hiss of water poured from the shower heads and sluiced into the drain while the room steamed up. Soap bars and champoo were passed around, and the sea of bare flesh was soon lathered up.

Ocellus and the 'Swords' were also directed there to bathe, the former a cum-soaked mess with her head bowed and ears flat. Lastly came Cadance herself, still collared with a chain leash, which was held by Trixie, Fuchsia and Lavender at her sides. They forced her to crawl in on all fours, her skin and fur also caked with mostly dried cum after the mares had taken hundreds of messy loads.

“We could use a bath ourselves,” echoed Trixie's voice. The three unicorns let their robes drop to expose their now nude bodies, whereupon they wandered in with subdued splashes from footsteps.

Despite the circumstances, Cadance was secretly thankful she'd at least be allowed to finally wash the reek of musk from her, even if she wasn't allowed to rise, another attempt to degrade her before her people. Her wet mane fell about her, her eyes clothes as she felt renewed by her bath.

She felt a hand encircle her horn and opened her eyes to see Trixie smirk back. “Sorry, lovebutt, but there are some risks even I won't take. Girls, hold her down!” They crowded her with hands that seized at her slippery, wet flesh, and even though Cadance didn't resist, found herself trapped between the combined auras of the unicorns. From behind her ear, Trixie plucked a black ring which glinted under the lights, which made Cadance pale and instinctively pull back from her.

“P-please don't. I've behaved so far-”

Trixie snickered with a sneer. “So you know what this is?” The ex-queen nodded. Celestia had outlawed and destroyed these devices before Cadance was even born, but she'd seen replicas, which were of an incredibly poor quality compared to the real deal. These cursed rings would permanently attach to a unicorn horn and forever neutralize their magic, and from what she'd read, the eyes of any unicorn that wore them eventually lost any sense of life, forever cut off from an important part themselves. Almost as bad, was that any unicorn that tried to remove them would have their horn severed when the device shrunk in retaliation. She wondered if their wands came from this method.

“We can't risk that you'll teleport away and seek help,” explained Lavender.

Fuchsia cupped the ex-queen's chin. “Or, we could always make you one of us?”

Trixie shook her head. “There are some creatures that can't fathom the truth. Alicorns are one of them, protected by an ancient magic even our order hasn't been able to crack. A shame! You could probably level most of our other enemies here by your lonesome! Now, hold still! I'd prefer not to harm any of your precious cadets here!” With a sniffle and slump of defeat, Cadance submitted.

She couldn't help but release a couple tears that trailed down her cheeks when the cold piece of metal slid down her horn to the base, before it clicked into place. She dared to risk the simplest spell, basic telekinesis...and cried out when it felt like her skull was about to split as it buzzed.

“There we are,” said Trixie. “Hey, think of it this way! You're no different from a mudpony now, since I'm pretty sure that plume won't work anymore, either!” The unicorns cackled like witches.

Cadance felt like she'd truly lost, since from what she'd read, no one had ever successfully removed one of these infernal devices without the loss of their horn, cursed by the blackest of sorcery.

Lavender whispered, “Wonder whether one of those would work on Fiery's little trick?”

Fuchsia raised an eyebrow. “Where would we place it? On his cock? We only have the one, anyway!”

Trixie reminded them, “Time for the next phase of our plan!” With a wink, she then turned to a few cultists outside the open shower, who nodded and floated off to follow her directions. Chrysalis had already okayed it, and provided them with a sizable dose of Ocellus' aphrodisiac venom, the last of the reserves, with no other known changeling able to reproduce what Ocellus had managed. They wondered whether it was because she was a Protoquen, before she'd lost her true shape.

Either way, like planned the cultists then pumped the venom into the water supply. It soon poured over the bathers, filed the air which they inhaled deeply, Trixie and her sidekicks included, who wanted in on the action about to ensue. While the trio couldn't be knocked up anymore, they could still partake in pleasures of the flesh, and the stallions and mares here were soon driven to mate. Nipples hardened, cocks stiffened and bobbed, pussie winked with moist anticipation.

“I...I feel hot,” murmured Lightning with glazed over eyes, forced to thrust out a palm and lean on a wall for support while her knees wobbled and her head swam amidst her bodily heat.

Moonflower whispered, “E-estrus? Shouldn't be that time of year yet!”

Snow Blizzard wondered the same. “Why do I suddenly feel so...?” She couldn't finish, her face stained by a blush, while every admittedly attractive pony here suddenly looked so fuckable! Unfortunately, her eyes found her son first, as he was closest to her, and looked studlier than ever since his hyper-stallion side had been awakened, almost a mirror to a more youthful Thunder Storm. “Hey boy~.” She pressed her motherly flesh to him, her breasts mashed on his chest.

“H-hey mom.” Midnight tried to resist, but his hyper-cock had other ideas as it slapped onto her belly, and he felt Lightning, Moonlight, and Moonflower crowd about and press themselves into him too, desperate for their own turns with him as he emitted his own potent hyper-stallion musk.

He backed up, and his well-cut butt collided with a wall, while the four mares went to their knees and started to service him, with kisses and laps at his meat which swelled to its full size. Similar scenarios played out around them, as Ocellus' copied 'cutie mark' resonated with the ones that adorned Foal-Bearer and Wet Nurse, when the three of them also sucked off Fiery.

Trixie, Lavender, and Fuchsia mobbed Night Blade, with a promise to, “Warm you up!” The bat stallion's hands slid down their supple flesh, as his snout connected with their lips.

Grinded flesh filled the air with echoes of wet slaps. All part of a masterplan the cult representatives shared with Chrysalis, with the intention that every mare present would be knocked up by the time this was over, and produce more incubators for the swarm to implant their clutches in.

Cadance, too, found herself swarmed by a line of stallions who'd always wanted a piece of their love queen, driven mad with lust when she opened her arms and spread her legs to accept them all. Her holes were stretched and filled, the loss of her power a distant memory as she was fucked silly.

By the time it was over, every stallion present would take at least one turn with their queen, their unspoken fantasy fulfilled. She could feel their mixed cum slosh about her stretched out womb.

Midnight also bulked up a tiny bit more with each mare he bred, his own mom, Moonflower, the twin sisters, and Ocellus all included, since he felt a burst of renewed energy each time he came inside them. With the last mare he claimed, his physique almost matched his father's. Currently, his hands seized on Moonflower's hips, the mare draped back as she was plowed amidst her moans.

At his side Moonlight mashed one of her tits into him, while their tongues wrestled, faint hearts visible in the eyes of everyone here. Lightning then pressed to his other side, and he kissed her too, while Snowy Blizzard pressed her breasts into his back, bent over, which provided Fiery an opportunity to drive himself into her cunt, everyone driven by lusty instinct in the free-for-all.

“What a shame none of them will remember this,” said a cum-covered Fuchsia.

Lavender was also drenched in spunk and schlicks from rubs across her moist pussy sounded as she replied, “Side-effect of the venom in such heavy doses? But wow, he sure can fuck!”

Trixie's eyes lit up while she'd watched this play out with a wicked smirk. “That's because he's a hyper-stallion! Usually, that mutant gene shouldn't activate in peace times, but maybe the war never really ended? After all, we've kept the conflict between the tribes stoked up in secret.”

“Chrysalis wouldn't have come this far without us,” noted Fuchsia.

“Well, we have operated subtly, behind the scenes!” Lavender tittered. The 'Cult of the Nemesis' had spread across the multiverse, and their agents provided weapons and information to sacrificial tools. She wouldn't have known where most of the other hives were, had we not let it slip!”

Even before they'd made contact with Chrysalis, the order left evidence for her to find, a bread crumb trail that allowed Ocellus and a number of other peaceful Protoquens to fall. They'd let Chrysalis stoke her own ego before they made themselves known, so that she dropped her guard. Even now, they were aware of the dark queen's predicament, but let it be drawn out to amuse them. Finally, Trixie licked cum off her lips when she rose and beckoned her sidekicks to follow.

“Time to move on. A hyper-stallion's seed can sometimes override another pony's, so maybe he'll be able to knock up a number of mares here,” mused Trixie as they washed themselves off.

“A shame he can't put foals in us,” said Fuchsia, who rubbed her belly.

“We have something much better implanted in us!” With that reminder, Lavender massaged her own stomach, as the three of them felt the eldritch entities that lived within them squirm within their wombs, and moaned in unison, rewarded with a climax that released a flood from their twats.

Gifted by the hidden masters of their order, each acolyte felt blessed by the truth. One which Trixie hoped she could make her own little hellspawn, Beatrix Belladonna, see. The witch unicorn mare had been attacked in her own Equestria by the cult, as were Lavender and Fuchsia, defeated and forcibly converted to the cause as the tentacled, eldritch entities were implanted in their core.

Then, they'd used the cosmic storm like many of their members to travel the cosmos. What others called ruin they perceived as perfection, and spread their work and word across the multiverse.

Beatrix was meant to be their order's 'Dark Messiah'. A task she'd turned her back on the moment she'd learned the truth about what she was. Yet she couldn't break her connection to the Necronomicon, no matter how far the star traveler attempted to run from her dark fate.

*****

A coffin rocked amidst the slap of wet and wrecked flesh, Chrysalis spit-roasted between Shadow Haze, Bane, and Gloom. They took her over-and-over, with the threat their pincers would sever her horn, and Haze had rasped, “Transform into Celestia. I always wanted to fuck the most powerful, beautiful queen in all of Equestria.” She bristled at his words, but nonetheless took the likeness of the voluptuous white mare in a flash, straddled atop Bane below while he hammered her pussy, Haze would piston into her ass, and Gloom facefucked her, her belly heavy with many loads.

She stared hatefully at them and wondered when it would end while their mandibles helped themselves to more of her bouncy suppleness. They sawed in-and-out of her, drooled on her, and Bane would occasionally take one of her titties into his mouth and fiercely suckle them. She couldn't help but moan, clench up, and occasionally bathe them in unwanted lust forced from her.

Again, with a final, synchronized thrust, they slammed her between them, balls deep when they unloaded into her core. She felt their clammy seed fill her, forced to drink a massive load down. “Time to switch,” said Haze when they popped out, careful to keep their pincers near her horn.

“Good. I want to try Luna next,” said Bane.

With a roll of her eyes, she transformed herself into the lunar queen. Her eyes widened when they shoved their erect cocks back into her orifices, Gloom now at the bottom, Bane in her rectum, and Haze down her throat. In her mind she wondered, “Don't these scum ever tire of this....?”

They clapped her ass some more. Brutalized her stretchy insides with their mutant cocks.

What would they do with her once they finished? Keep her tethered up here with the hope they'd knocked her up, like they did that crystal mare maid they'd already captured and kept in a casket?

Forced to take more voluminous loads, her head swam, like the blurred royal crypt around her.

Three hooded and robed figures floated in. She wondered, “Am I hallucinating...?” From the folds of their robes, hands brandished unicorn horn wands, which they pointed at the mutant trio. Flames spat from the tools, which started to shine. Haze, Gloom, and Bane yelped in surprise, as the small blazes licked at the sheen of their armored shells, forced to pop out of the queen's holes.

“We're here to rescue you~!” Lavender tittered as they used their wands like flame-throwers.

Chrysalis flashed back into her true form and hissed, “You sure took your time!”

“Wasn't our fault you chose to head off alone,” countered Fuchsia, as the shimmer of the flames reflected off the area. “Think you're clever, do you, sons of Sombra? We knew one of you had infiltrated the drones we experimented on from the moment you showed up! That's why we picked you when the time came! We knew you'd lead us to whatever you're up to down here!”

Trixie snickered too when they drove the three rhino beetles into the corner. “Now, behave, or we'll cook those precious cocks and feed them to you! Hmm, what's this?” She looked to Autumn Gem, unconscious in a coffin. “Girls, it looks like we'll walk away with another convert, too!”

“I can't wait to show her the way,” said Lavender with a slow lick of her lips.

Chrysalis hissed at that idea. “You promised me the ponies here are all mine-”

“We rescued you,” reminded Fuchsia. “Surely you can spare us one of these mares?” Grumbles rose from Chrysalis, aware a mare could produce at least a dozen drones at the lower limit, but she sulked and nodded. “Good! These sons of Sombra think they're clever, but they've doomed themselves!” Small fires flickered from the wand tips, which cooled down as they spoke.

Shadow Haze rasped back, “What do you mean? Do you intend to kill us?”

Trixie tittered and shook her head. “No, but you may wish we had! You possessed these bodies because they're full of arcane darkness, but didn't consider the consequences! Now, not only can you not escape them, but eventually their psyches will meld with your own! No matter how much you try to master this flesh and teach yourselves, you'll eventually devolve into dumb, servile brutes! A suitably anticlimactic end for another bunch of Sombra's failed bloodline!”

Gloom rasped out, “You lie!” He shrank back with a whimper at another bout of flame.

Fuchsia mused, “Do we? Believe whatever you like. You're our prisoners now!”

Trixie seemed to pull the crystal ball from nowhere. “I have an idea to amuse ourselves.” She waved a hand over the sphere, as the miasma filled it and cleared, to reveal the army on their way to the Crystal Empire. “Beatrix is already on her way! As his another child of Sombra.” The mists revealed Cerise, still locked in her bovine form while she strained to help pull a caravan with the bulls.

Bane stared at her. “Impossible! Our father wasn't able to father a female! And why's she a cow?”

“Nevermind that,” dismissed Trixie. “Point is, your Sombra can't because he delved too deeply into the dark arts and alchemy he used to supernaturally empower himself further, and altered his seed so that his children were rendered lesser, failed 'clones' of him. That would be you three included! But of course, that wouldn't necessarily apply to the Sombras from other dimensions...”

“The Sombra that fathered Cerise Silhouette became a hero,” explained Fuchsia. “Partially due to Beatrix's influence. She's like an incarnation of the butterfly effect, wherever she travels!”

Lavender added, “Not so different from us! We're here to make certain Chrysalis succeeds!”

Shadow Haze dared to take a small step forward. “Why not choose us instead? We can help you retake our father's nation,” he offered in desperation, with no other boons left to barter with. “We know a number of Sombra's secrets! We can share them with you! Let us be your allies!”

“You have little to offer us,” dismissed Fuchsia. “Other than more cannon fodder!”

Lavender's eyes lit up. “But obey us well, and maybe we'll let you knock up Cerise~.” The sons of Sombra shared a look, aware they had little alternative, and forced a solitary nod. “Excellent!”

Chrysalis huffed, her arms folded beneath her breasts. “”Now that you've finished your little chat, let's head back! I take it you already adorned Cadance with the black ring? And filtered the venom into the showers?” The mares nodded, and she cursed, disappointed she hadn't been there to see it.

She was tempted to torture these mutants, but her concern was more on the army headed her way. Doubtful their much smaller numbers could overcome her far more vast forces, but she'd been told not to underestimate the minotaurs and Amazons, each much fiercer warriors than a typical pony. At the first hint of treachery, Trixie reassured her they would torch Shadow Haze, Bane, and Gloom.

They left the royal crypt, with the unconscious Autumn Gem in tow, one of many all but anonymous captives which the order brainwashed into a fresh acolyte. A waste of a fertile womb, Chrysalis believed spitefully, but she made the occasional trade to keep the cult on her side.

At least, she told herself, any of the enemy forces that survived would prove useful to her hive...

*****

Beatrix sat atop the cart that was pulled by a holstaur alongside a number of minotaurs, and occasionally bounced on the rocky terrain which made up the road. “Hey Cerise~,” she called. “Ever feel like somewhere, somebody's talking about you? Because I feel like that all the time.” She exhaled. “Of course, it makes sense when your mother's the Great and Powerful Trixie~!”

With a huff as sweat rolled down her, Cerise said, “I'm sure people talk behind our backs all the time! I mean, even some of my people think I'm a spoiled princess, and you tend to make messes wherever you travel, or so I've heard! Darn it, this adventure stuffer is really hard work!”

“Don't have a cow, ma'am!” The witch chortled, met with more rumbles from Cerise. Nonetheless, despite her attempts to ease the tension, they shivered from the same sensation. Almost like a sixth-sense, aware that Grayscale Carnifex likely watched them, and possibly their enemies, too.

“Not that much farther,” broke in Moon Hammer, who helped pull. “A few more hours!”

“That's when this'll all be decided,” said Redrum, who pulled beside his chieftain. “Better rest up before we head into the heart of enemy territory. Can't win when we're exhausted.”

“Or on an empty stomach,” replied the blacksmith, as Redrum nodded with a smile back, one of their supply carts filled with rations and drink to keep them on their feet as they marched.

From a cart further back Sanguine complained between messy chews, “Jerky isn't the same as the real deal. Kinda weird to have a world with a mix of animals and man-beasts!”

“Demons are products of the arcane,” mused Xanadu. “So too could be these anthropomorphic creatures? One of those divine mysteries I suspect we'll never fully uncover.”

Kismet said, “Who cares? Why should we overthink it? We're here to live and love!”

“To amuse ourselves wherever we can,” added Nymphette, who sat atop and idly kicked her clawed feet. “Hey mistress, you've been pretty quiet lately! What's on your mind?”

“Just...focused on what's ahead,” admitted Bellatrix. She'd never planned to be a 'mother', but reminded herself these succubi needed her, both so they could learn and so they wouldn't embrace the worst sides of themselves, like she had for a time when under Sombra's influence.

A lot of them could perish in the war ahead. Her fellow demons included, since she didn't have much time to prepare them. Usually, she'd avoid any conflict that didn't personally concern her, and only swoop in when Beatrix and her friends were in trouble, but Carniufex had made it personal when he'd delivered these demons to him and told her he'd written her into the Necronomicon.

Zafire Heart ruminated over similar concerns. She had absolute faith in her Amazonian army, but felt the loss of each one. However, she'd finally be able to return to the Crystal Empire, even if it wasn't her own. No doubt her crystal pony ancestors would be proud of what she'd achieved.

Far as she was concerned, the captured ponies there were her people, too. Her lieutenants, Chezka Windhooves and Panna Fauna, would help lead her forces into the assault they planned.

She'd already taken them for a ride today, but Zafira's eyes settled on the succubi. Bellatrix may not be an option, but what about the rest of them? Perhaps they'd be happy to celebrate with some 'recreational' activity, after they overthrew Chrysalis and restored order to the Crystal Empire?

Yet that was far ahead. She couldn't allow pride to lead them into their downfall. Grayscale Carnifex's forces had better make an appearance and be worthy to ride with them when the time came, or else she shuddered to think of the losses this alliance could suffer as a result.

Sometimes, when her eyes turned from the road and looked to the treetops, she swore his hooded shroud was visible, a constant observer that waited to make his play. Was he simply cautious, or a coward? A benevolent schemer or a devil in the dark? She hoped they wouldn't find out too late.

Chapter 2

After word reached them, Cadance and Shining Armor paid Night Blade and Moonflower a visit, the pair of new arrivals still in the small open area cafe. “Welcome back to the Crystal Empire,” said the queen, who curtsied at them while her husband took a bow. “I hope you've been treated well? I know how ponies often act towards thestrals, so please accept my condolences on their behalf.”

“It's no trouble really,” replied Night Blade, as he and his wife rose, a fist crossed over their hearts. “Like I told Fiery, we shouldn't have landed in the middle of the city unannounced.”

“We wanted to make an entrance to mark our return to civilization,” said Moonflower with a smile.

“That's certainly one way to do it!” Shining laughed. “I'm sure you two want to see your daughter, so we already sent a servant to fetch her and her friends! She must've convinced you to come back!”

“Yes,” the bat stallion said. “But I'm not sure how long we'll be here. We promised today, but I suppose we'll see from there. I don't intend to impose, especially since I have no intention to take up arms on behalf of a country we abandoned. However, I will help protect it today.”

“Don't be so dramatic sweetheart,” said Moonflower. “Cadance, you look wonderful. Your husband, too. Tell me, will you ever have a foal of your own? We couldn't live without ours!”

The power couple pulled up seats as the four of them settled at the table, and a waiter placed down menus for them, which they idly scanned while they talked. “We've talked about it,” said Cadance.

“But we don't want to when a war could break out,” said Shining. “Especially since Cadance is no slouch herself on the battlefield! Sure, we 'Three Swords' defend her, but our swordsmanship is no match for her magic! We can't afford to have the most powerful mare in the Crystal Empire compromised should Chrysalis be set to invade! But after we win the war, then maybe?”

A short time later, their orders were made and then delivered. None of them ate much, since they needed to save their appetite for later. While they picked at their small meal, they reminisced over a shared history. In their time apart, little had changed between the four of them. The queen paid for all of them, tip included, at her insistence when the cafe refused to run a bill for their ruler.

Then, the old companions took a lazy stroll around the city, over a small crystalline bridge above crystal clear waters.Cadance stopped to leaned over it, and met her reflection. She wasn't like Celestia or Luna. They were natural alicorns...while she'd ascended to become one. A ritual that few had achieved over the millenia, despite Sombra's desperate attempts to do so when he ruled here.

Her ears perked and she turned her head with a smile. “Looks like everyone's here!”

“Almost everyone,” said Thunder Storm, his wife Snowy Blizzard at his side. “We couldn't find Fiery, but I hope he'll turn up later. Good to see you.” He nodded to the bat pony couple.

Snowy smiled at them too. “Yes! I wish I'd baked a cake to celebrate the occasion!”

“Already ahead of you,” said Moonflower. “I hope a pie will suffice instead?” She opened her satchel, the pie carefully preserved in a special container so it wouldn't break when they traveled.

Moonlight River smirked with a hand on her hip. “You know how my mom loves to bake! Um, welcome, your highness.” She took a knee awkwardly, unsure how to act in the presence of royalty, since she'd never spoken to the queen directly and stumbled over how to act.

Midnight Blitzer also lowered himself in a melodramatic, playful fashion, and when his twin sister Lightning Spark failed to do so, he kicked her foot out from under her so she was forced to kneel, too. “At your service, oh rulers of the Crystal Empire! This knight lives to serve his country!”

“Uh, me too.” Lightning Spark forced a thin smile. “I hope to be a true Wonderbolt someday!”

Cadance raised a hand to her lips to hide a soft titter. “Now, now, there's no need for that! Rise, all of you!” She smiled at the boy in particular, since she noticed he couldn't help but occasionally stare at her buxom bust, barely contained by her outfit. Not unusual, since even mares that vastly preferred stallions couldn't help but have their eyes drawn to the ample assets she flaunted.

While she strolled ahead, her breasts threatened to bounce out with each sensuous step, and likewise her hips and buttocks wobbled, barely clad in the ceremonial costume. She smirked to feel all their eyes occasionally drift to the swivel of her mostly bared buns, heart-shaped and pink, to her the color of romance and arousal. Her tail was hiked, and slowly swished back-and-forth.

The boy, in particular, was drawn to her like expected. She'd love to take him into her chambers, take him for a ride, and make him a man...but she was sure Thunder Storm would kill her! Yet she missed those more youthful, carefree days, when she'd first seduced her once nerdy husband.

She took her time to show the new arrivals around on a tour of the city. Stands were placed around the area, which sold souvenirs of the championship. Intentionally bent over while she studied the wares to offer the onlookers a show, she slowly swayed her heart-shaped butt back-and-forth. Her breasts were also suspended and swayed in the armor's cups, her areola barely concealed.

Shining Armor shot the onlookers a shit-eating grin as if to remind them he tapped that every night, a reminder of how lucky he was! “Cool, a penknife shaped like a sword! I'll take one!” He tossed some bits onto the counter with a clink and put his purchase in a pouch at his hip.

“You're still such a nerd,” teased his wife, and he pinched her pert butt in return.

Night Blade stopped at an armory nearby, where an assortment of armaments were on display, most of them replicas. He pointed to a pair of metal claws. “This is one of your pieces, isn't it?”

“Yeah,” said Moonlight with a thin blush. “Won a few small awards for it. Maybe someday I'll craft some equipment that will really knock their boots off, so I'd better practice lots more.”

“I think it's fine work,” said Moonflower, who stroked the bat mare's mane.

Shining Armor also checked out the wares. “I could use a new shield! Dented one of my backups in the contest. Can't afford to end up on the battlefield with our pants down, eh Thunder?”

“As you say,” he replied, and also took in the displays. “Fine quality. Maybe I should make a few purchases, too. Always best to have a few back ups.” He put down some bits.

While they continued to peruse the open air store, a wide shadow approached them.

“There you are,” said Thunder, who turned a blade in one hand.

Fiery nodded when he looked between his fellow 'Swords'. “Never believed we'd be reunited like this,” he murmured, his toned arms folded. But are these tools fit for military use?”

“I'm sure the dealer would stake his reputation on it,” noted Thunder.

“Girls, let's let the boys talk!” Cadance waved the mares over to follow her. Her heart fluttered to see her 'Four Swords' reunited, still hopeful the 'Fourth' would decide to stay. They stopped once more at a stand, where she treated them to some snow cones. She couldn't help but lap at it with slow, sensuous licks, as an occoasional colored droplet slattered on her bared titflesh.

The afternoon continued to pass, with the ponies still blissfully unaware.

*****

“Whew,” exhaled Beatrix Belladonna, who wiped her sweaty brow, despite how chilly the mountain had been. “Somehow, we made it! All thanks to your help, sister! Now, let's see.” Ethereal mysticism lit up her horn and palms. “Hmm, looks like some of my power's returned! But I'm still far from tip-top shape. Hopefully it'll continue to improve, the further we are from here!”

“That seems plausible,” answered Bellatrix Primadonna. “How are you, princess?”

“I-I'm okay!” Cerise Silhouette lowered her hood to let her hot pink hair flutter freely in the wind, her hands wrapped around her spear. “Thank you! I hope I didn't trouble you two too much!”

“You handled yourself well despite your inexperience,” admitted Bella. “But it will be a while before you're ready to become a full adventurer. Nonetheless, I'll show you the ropes.”

“I-I'd be honored,” said Cerise meekly to the succubus.

Bella simply nodded and stated, “We'd best move on. I hope civilization is near.” Golden eyes narrowed when she peered ahead. “It appears our benefactor has marked a path for us.”

“Hope it's not a trap,” said Beatrix, as she spotted another weapon pinned in the dirt ahead.

“Unlikely. Whoever they are, we would have been easy prey on arrival,” noted Bella. “Albeit, our unseen 'ally' may simply wish to toy with us. But we don't have much in the way of recourse.”

Cerise asked, “Can't you simply open up another portal now that we're far away, Bea?”

“Still too risky,” replied the witch while they stepped onto a trail the abandoned weapon directed them to. “I promised your parents I'd always protect you. Were the pair of portals I drew to combine, and collapse this universe...” She shuddered, aware she'd doom them all, herself included.

“Scary,” said a wide-eyed Cerise, as the road started to lead them into the woods up ahead. Since it warmed up on their trip, the three of them removed their cloaks, which Beatrix floated away and banished with a wave of her hand, to be summoned back whenever they were needed.

She also used her magic to make some adjustments to her attire, to make it closer to her usual ensemble with lots more skin shown, and at the request of her companions she did the same for them. Then, she whistled while they walked, the unicorn wand still held in one palm.

An hour later Beatrix spotted a river that cut across the forest and asked, “Want to rest?”

“I can keep up!” Cerise, nonetheless, shifted on her sore feet in her boots.

“Go ahead and take a break,” said Bellatrix. “I can keep an eye out.” With a hand wave, Beatrix banished her clothes into the ether, and her breasts and buttocks bounded out. Cerise looked around to make sure they were alone, before she and Bellatrix stripped, too.

The three of them settled into the river with a small splash. Beatrix snickered, as she and Cerise splashed each other, reminded of their last moments in Cerise's homeland before the portal she'd woven to show her as a demonstration ripped them away into an unintended adventure. Bellatrix bathed in a more subdued manner, with an occasional swish of her spade-tipped tail.

The water emphasized their curves when it dripped down their feminine slopes, the three of them shaded from the sun from the dense leaves overhead and rustled in the breeze. They rubbed their sore muscles, well-aware they needed to resume their trip before darkness settled in.

From the treetops, a number of eyes observed their movements. Even the she-devil's keen senses weren't able to pick up on the stealthy watchers, whose numbers waited to launch into action.

“On your word my queen,” said one of the witnesses, an arrow drawn back in her bow.

“Stay your hand,” ordered the queen. “I intend to discern their intentions first. They appear to be like us, displaced from their world. The question is, will they prove friend or foe...?”

*****

It hadn't proven difficult for Ocellus to taint the food and drinks around the party, eyes rarely on her since she was well-trusted, and most of the ponies here were lost in the shuffle while everyone entertained themselves. Her most potent aphrodisiac venom would be slower to act...but would sweep into an avalanche over everyone that partook of it once the effects fully kicked in.

By this point the sun threatened to dip below the horizon. The swarm would move under the cover of pitch darkness, drawn to the illumination of the Crystal Empire and its brilliant fireworks when another parade kicked off. Ocellus trembled, and tried not to think about the bloodbath to come.

“Ocellus!” The voice of the twins made the shape-shifter squeak.

“Y-yes? H-hello,” she said to the sisters, who approached her. “How have you been?”

“Just fine,” said Foal-Bearer. “We haven't seen you around much today. You must be very busy.”

Ocellus tittered with a shift of her heels. “Oh, you know me! I always like to party! What about you two? Went to see Fiery, like usual? What a shame I missed out today, huh?”

“Mmhmm,” said Foal-Bearer, with narrowed eyes. “Well, we'll always be your friend.”

“Yes,” said a pensive Wet Nurse, who shot her twin the side eye, as she felt her suspicion, despite her own faith in their shared friend. It was rare they found their emotions so divided! “Are you in some sort of trouble? You know we're always here for you! So please, don't be afraid to share!”

“It's...” Ocellus looked down at her heels. “It doesn't matter anymore. None of this will, soon.” She turned and walked around with a click of her heels to hide the tears that spilled out.

The sisters shared a concerned look, but decided it was better to leave her some space.

By now, pretty much everyone had partaken of at least a small tainted snack. The first effects kicked in. Bodies became a little heated, and brains went a tad fuzzy. The first spark of arousal induced in the revelers would slowly spiral, until it couldn't be stopped and overwhelmed the victims.

Cadance had partaken of more than most here, since everyone offered treats to the queen and she politely accepted them. By now, she felt a little tipsy, took her husband by the hand, and led him up the crystalline stairs that wound in a circle, before they climbed near the top of the palace.

From here, they could overlook their country. What they'd help build with their hard work. But the queen knew everyone played their part, and she valued her 'Three Swords' above all.

She leaned on the rail, bent over in her scanty ceremonial armor. “Shiny~,” she purred with a deep blush as her eyes smoldered. “About what Snowy said. How we should have a foal...”

“Yeah?” He looked at her quizzically, unable to help but stare at her thrust out, heart-shaped ass, which waved slowly back-and-forth. “After the war's over, huh? Hope it'll finally be over soon.”

“It shouldn't take more than a couple months,” she replied on faith. “I haven't slacked in peacetime.” She balled a fist, which radiated with ethereal wisps, before she snuffed it out. “I could probably level a hive by myself. And I'll have the 'Three Swords' and their elite soldiers under my command. The 'Fourth Sword', should he decided to aid us, would simply be a bonus! No, my point is...” She unlatched her armor clumsily, let it fall with a clank behind her, fully naked as her pendulous breasts spilled out with a bounce. “I want you inside me. Now. Put a foal in my womb, stud.”

His mouth fell open. “A-are you sure? The risks-”

“I don't care! It'll be over before I'm with a child! And should this war we're about to undertake stretch on, well, we'll find a way to deal with it! I won't put off the future because trouble's always on the horizon! Life is risk! So make love to me, like you did the first day we hooked up!”

Her words would've been more than sufficient to spur him into feral action, but the wink of her moist pussy, and how her tail waved and wafted up the scent of her musk he inhaled with flares of his nostrils left him painfully erect. With his hands and aura, he tore off his armor and uniform, then mounted his bent over wife, who squealed cheerfully when his horsecock split her tunnel.

She craned her head to meet his snout and kiss him while they rutted. Gripped onto the rail, her asscheeks were clapped and her titties smacked with each deep, fierce thrust. Oh, the scandal, were someone to see them now! But it felt so lonely up here, aside from the only one she needed.

“I want your seed,” she pleaded each time he speared her cunt. “Fuck that baby into me~!”

Grunts rose from the stud, who snarled while he worked her over in a blur of muscled hips, and he landed a harsh spank on her buttock, which rippled, marked by a red hand print. “Yes, my queen!”

He continued to land brutal smacks on her bouncy buns. Bit into her mane, and yanked on it while she moaned, let herself be reduced to a vessel that took her dominant stuck's powerful horsecock.

While he continued to overpower her with his merciless dick, the sky slowly darkened, the first portion of the moon peaked out when it started a slow ascent. What neither of them anticipated were rows of clouds, which swam into view while the sky started to dim all over.

“Hmm?” She murmured between moans. “Wasn't it supposed to be clear all day?”

“Wonderbolts must've slapped off in all the excitement,” muttered Shiny, lost to his rut-lust while he continued to playfully beat her beautiful ass while he skewered her balls deep. “Once we finish up I'll send a few of 'em to kick those clouds away! But now, I want to savor this perfect pony pussy!”

“It's all yours sweetie!” Her plume stretched back, its tips used to spread her buns wide open, and her taut asshole clenched-and-unclenched in rhythm. He used a trick she'd shown him with a smirk, lit his horn and used his ethereal, sparkly aura to fill her anus and toy with it.

Sublimated to him temporarily, all her duties and anxieties abandoned, she found herself in the ecstasy that wracked her supple flesh. She always adored her trysts with Thunder Storm and Snowy Blizzard, but time spent with her husband alone afforded an unmatched sense of intimacy.

He switched to slower, harsher strokes, his flare pierced past her cervix to invade her womb, which he impacted each time he battered her. “Really close,” he snarled, animalistic.

“Then make me heavy with your foal my stud~,” she mewled in submission.

“Hrrr! Take it all...!” His sword sheathed in her core, he fired off inside her, his hands shaky when they sank into her pert asscheeks, which were both beaten red all over. She milked him with slutty winks of her moist pussy, showered his crotch in squirts while she screamed out her bliss.

Another series of colorful fireworks exploded in the midst of their climax, which contrasted the fall of darkness and the pallid moon which glimmered over the capitol. He pumped-and-pumped into her, surprised himself at the unusual volume he produced, with help from the love and lust venom.

“S-so much...!” Her belly swelled more than usual from excess cum, like he'd heavily knocked her up, and her knees went weak, forced to squeeze the rail so she wouldn't topple over.

“Fuck! I love you so much my queen...!” He emptied his balls into her, then slumped atop her.

“Sh-Shiny?” She tittered when he snored. “Out like a foal.” She shifted her butt in an attempt to separate them, but he was still erect and his flare trapped in her cervix, so she was forced to simply wait. “Oh, well. It's always pleasant to feel the stallion I love inside me.” She pecked his cheek.

Gentle rain started to fall over the cityscape. A thin, phantasmal miasma rolled in.

*****

It hadn't taken much to convince Queen Chrysalis, when the 'Cult of the Nemesis' returned to her hive. Especially when the three mares dropped their clothes, and offered their nubile bodies to her.

She licked her chops.Pounced on Trixie Lulamoon, Lavender Lace, Fuchsia Blush. They rolled into a sea of nude, feminine flesh, while the queen wrapped her snout around each tit presented to her, then sucked hard while she pulled on them. Her hands also fondled their tender curves.

With her permission they'd enacted their own plan, as the cultists would help support the invasion of the changelings, with those in charge of the Crystal Empire already compromised by the aphrodisiac venom. Yet the cultists promised they could make it even more effective!

“You'd better not disappoint me! I'm not known for my paitence!” The shape-shifter scissored Trixie into the slimy cave floor, while Lavender and Fuchsia did the same amidst wet schlicks.

Trixie cried out, “Wait and see...! What are the limitations of your shape-shifting?”

“Not that many,” mused Chrysalis while their moist pussies squished in a blur. “I can't malform my size too much, so don't expect me to turn into a giant or a little squishy bug! But I can take on the guise of most races in Equestria, change my sex at will, even malform portions of my body! But like you once said before, maybe a demonstration would be better...!” Flesh about her crotch stretched.

Her slick cunt 'birthed' a monstrous pair of cocks, a spined pair of bitch-tamers which she forced into Trixie's lower holes. The mare whimpered when her fucktunnels were stretched incredibly wide, while Chrysalis seized the witch's ankles, lifted her shapely butt off the floor, and fucked her deep and hard with fury. “How do you like that, you silly slut? Think you can handle me now?”

“N-not bad! But the Great and Powerful Trixie can handle whatever comes her way!”

“Us two,” came the united cries of Lavender and Fuchsia.

“Good. Because you wenches are next!” By the time it was over, she'd cum into all their stretched out orifices, Chrysalis able to breed her harem for hours without pause. Gaped holes sluiced with her seed, their bellies heavy, but Trixie had informed her they couldn't be knocked up.

“Our wombs are already full of life,” explained Fuchsia, who rubbed her cum-bloated belly.

Chrysalis continued to pound her cunt and demanded, “By who? Your master? Where are they?”

“Perhaps you'll meet them eventually,” teased Lavender with a mild snicker.

“But I've talked it over with our masters,” said Trixie. “And they've decided we're yours to use as you see fit! A small token of our alliance. Our numbers will aid in your invasion!”

Whatever her doubts about their intentions, Chrysalis decided she could indeed use them. With all the hives under her control, the masses of drones she'd accumulated surely outnumbered this cult!

Besides, it took time and lots out of her to birth her own clutches. Better to let these freaks die on her behalf whenever possible. She hammered Fuchsia's fuckholes to completion, popped out of her pussy and asshole, then slimed her, Lavender, and Trxie into a bunch of hot, sticky messes.

She emptied more volume than it appeared even her tall, voluptuous body could possibly contain, a queen able to breed her entire hive, were it necessary. The queen all but drowned them in her spunk, and watched them swish and recline in the dense, voluminous puddles of her cum.

“You three will do,” she decided with a sharp huff. “Tell me the rest of your plan. My army is already on the march, so we haven't much time. I'll decide if any recommended alterations have merit!”

*****

Returning to the party downstairs, evening started to bleed into night. Another celebratory parade would divide the mobs that flocked around streets littered in flower petals. Cadance knew she'd be expected to make a public appearance, and so would her 'Three Swords'. She downed another drink to prepare herself, as her cheeks and belly burned, before she turned to the 'Fourth Sword'.

“You don't need to ask,” replied the bat stallion. “I'll also be there to support you.”

“I'd also like to attend,” said Moonflower, who reached into her purse and brandished the delicate flowers of her namesake, which bloomed in and illuminated the darkness. “I'd like to show these off! Especially since some ponies believe they're already extinct! But I've preserved them!”

Night Blade chuckled and touched his wife's shoulder. “We found a few around 'Nocturne's Peak'. Hopefully, they'll also be able to appreciate authentic armor from ancient times.”

Thunder Storm lent his shoulder for support. “You seem a little shaky, my queen.”

“Don't worry about me. I know how to hold my liquor.” Yet for whatever reason, her stock seemed to have an unusual kick to it today, Cadance unaware Ocellus tampered with all of it and carefully corked back the bottles so none would be the wiser. “You kids can come, too!”

Midnight and Lightning raised their arms and cheered, while Moonlight offered a more subdued smile, thankful for the queen's generosity. “Remember to behave,” chided Snowy Blizzard, who nevertheless warmed over too. “Fiery, I have a present for you! A souvenir from the fair.”

He smiled and accepted the pin she handed him, shaped like a flame. “Thank you. I'll cherish it.”

“Got one of my own,” said Shining Armor, who'd pinned his, in the shape of a sword, to his uniform. “Now me and the boys kinda match! Let's finish up before we head out, eh?”

Unfortunately, a mild drizzle had started to sweep the streets outside the Crystal Palace. Wonderbolts sailed into action and attempted to kick the black clouds away that swarmed the moon, but quick as they were dispersed, they reformed and continued to weep over the capitol.

Cadance's heart fell. “Looks like we may have to cancel the parade-”

“No! I won't let that happen, sweetie!” Shining Armor took a bold strut forward, lit up his unicorn horn, and activated his shield. Unlike his sister, he only knew a couple of basic spells all unicorns did, telekinesis and a basic defensive blast. But the rest of his practice he'd poured into his shield, aware he'd never be able to match his sister's mystic prowess, which was one of the reasons he'd taken up the sword early. An expansive, bubble-like barrier formed over the Crystal Empire.

Rain droplets bounced off the shield. He concentrated, opening small holes in it momentarily to allow the Wonderbolts outside to pass into the otherwise nearly impenetrable blockade.

“But Shiny,” said his wife. “You can't move about while you work that spell!”

Grunts escaped him as a sweatdrop rolled down his brow. “So you'll have to carry me, okay? Don't worry about it! Let's hit the parade!” The floats start to move down the rain-slicked roads. His wife used her aura to lift him up onto one shaped like a miniature Crystal Palace, complete with ramparts, where the other 'Swords' perched, their wives scooped up bridal-style and carried there.

Fiery stood next to the kids, his bare arms folded. “There sure are a lot of stars out tonight.”

Thunder Storm perked an ear when he heard him. “You're usually not the sentimental type. You almost look wistful, my friend. Are the rumors that you've found a mare true?”

The mustard stallion dipped his head with a wry smile. “Two of 'em. I'll marry them soon.”

Snowy's eyes widened. “Two? I wonder who the lucky mares are?” Ponies sometimes formed herds, usually a stallion with two mares, since that had never been outlawed. “Have we met them?”

“Oh yes. Well, maybe not formally. I'll introduce you soon.” Like the others, he waved at the crowds they passed. Like the rest of them, his head swam a little, but he shook it off.

Thunder asked, “How long can you keep that shield up?”

“At least an hour,” replied Shining, who'd settled down onto a crystal throne alongside his wife while the float rolled down. “Who knows? Maybe I'll beat my record tonight!” He laughed.

“Don't push yourself,” said Cadance sympathetically. “I need you healthy and fit for later!”

“You know it,” he winked with a small leer. As her bare hip brushed into his more muscled side.

What they didn't know was that once the rainstorm hit, the changelings used the cover of the storm, darkness, and noise to move in, the Crystal Empire surrounded on all sides when the pony-insect hybrids ripped their way up through the earth. Garbed in armor and with weapons in hand, they moved to intercept the first signs of resistance, the guards outside the walls swiftly dispatched.

Nor were they alone, with the 'Cult of the Nemesis' prepared to back their invasion.

“Not yet,” a commander said. “We stick to stealth from here on until we're certain Ocellus did her part. Take your places,” he ordered the lesser drones, who'd enter unarmed and in disguise, where on the signal their numbers would spontaneously transform into their changelings shapes and cause panic in the civilians, Chrysalis well-aware the soldiers wouldn't be able to protect them all.

It would be a bloodbath. So many ponies, massacred in the blink of an eye. Chrysalis ordered them to butcher any stallions or foals they came across, and the mares to be taken for their incubators.

The mists released by the cultists continued to wrap around the cityscape, a subtle shade of pink. On its own, the effect would be minimal, but it quickened the effect of the aphrodisiac venom. Cadance touched her breast, felt the staccato thump of her heart while she heated up.

Her husband asked, “You okay honeybun?”

“I-I've never felt better!” She shot up with a crooked smile, almost stumbled over on her way to the tip of the float. Then, with a lewd titter, she undid the latches to her ceremonial armor, and allowed her armor to fall away, the entirety of her voluptuous, naked flesh expose to all of her people.

Thunder Storm cried, “My queen? Have you lost your mind?” Yet while he hadn't eaten or drank half as much as her, he nonetheless also felt the effects stir him when he witnessed her denuded.

“Let it all out~,” a hazy-eyed Cadance answered dreamily, like she was under a spell.

“Y-yes!” Inspired by her queen's bold display, Snowy Blizzard also started to strip.

“What a party,” said Shining Armor, who struggled to maintain his concentration on the shield, which flickered out at random, and allowed some of the changelings to pour in. All sense lost to him, as a number of the crowds also looked like zombies in a trance, he unzipped his pants, whipped out his dark horsecock, and started to stroke it madly, its flared tip wet with precum.

“What is this,” hissed Fiery, more level-headed than most since he hadn't eaten much and drank even less to maintain discipline, yet he too felt his unmentionables swell at the nude mares.

“Shouldn't have eaten so much,” muttered Night Blade, also far from immune to the venom. He held his wife, who slumped into him, and his hands sank into Moonflower's breasts.

She murmured softly, her clothes drenched by the drizzle that hit the float, her areola visible under her thin, now transparent dress. “P-please...don't tease me. Tear my shift off, my love.”

His firm arms worked by instinct, her dress ripped and her breasts bared with a bounce. He continued to expand the tear, until he tore the dress and her panties off, too. Her bottom mashed into his crotch, to feel a hard on contained by his pants press between her bare buns.

The cadets didn't fair any better, especially since they couldn't hold their liquor as well. Midnight, Lightning, and Moonlight traded a few kisses, while their hands searched out to touch each other. Soon, their clothes started to come away, like everyone else's, those in the crowds included.

“Good thing no children are in this wing of the district,” sneered Fiery, who'd drawn his blade. “They don't need to see the more adult side of our entertainment! But who the hell's behind this? We're the Queen's 'Swords'! Snap out of it!” He backhanded Thunder to snap him to awareness.

“Wait your turn~,” tittered Snowy in a slutty manner, much like how she carried herself now.

“Yes,” said Thunder, who squeezed his wife's ass. “You always wanted her, huh? Well, this is a special occasion, so I'll share.” The venom perverted his mind, all his inhibitions eroded inch-by-inch.

“You've all lost your minds,” snapped Fiery, who flew up and attempted to escape the madness below, in a beat of his outstretched plume, sword in hand while his eyes darted about at the cityscape. Had they been so carefree and careless, to let the enemy infiltrate their homeland?

The worst part was when he couldn't see his target! He could strike them down, torch them with a flame-wreathed sword in retaliation for this insult, were he simply able to find them...!

Worse, he saw stallions and mares start to rut in the open, and they didn't appear to be picky about their partners. Groups of revelers and even a number of soldiers ripped off clothes or uniforms, and rutted out in the open like wild animals, full of feral passion while they were lost to rut-lust.

To no avail he bellowed, “Wake up!”

Convinced he could do little here, he raced off to find his own men, who he'd forbidden to drink.

On the float, Cadance strutted over to a crystalline rampart with a sway of hips and a bounce of her breasts and buttocks, a leer on her snout. “Middy~,” she called with half-lidded eyes to the fluffy, blue-furred hyper-stallion. “That's what your friends call you, don't they? I think you should take this chance to know your queen better! Especially with all those saucy looks you shot me earlier~!”

He swallowed hard, his expansive plume fully stretched out in anticipation. “M-me...?” His closest friend and his sister, who'd made out with him as clothes were discarded, parted from him.

Gently, the voluptuous mare pushed him down onto his back while she crawled atop him, and her pendulous breasts swayed above his face. “You've bulked up since I last saw you~! But you're still a boy. Yet I can't deny how much you've kept packed down below!” Her nail traced up his hard on, which had also expanded impressively, and she traced a vein and teased out more precum.

He shuddered as her wet pussylips teased his flare, as it parted her pink slimy entrance a bit, and threatened penetration while she waved her hips and helped his tip probe at her sacred hole. “I-I've worked real hard, to become a proper stud, uh, I mean soldier! I want to service, er, serve you, queen!” His emerald eyes rolled into his head and he almost lost it on the spot when she slid down.

Inch-by-inch, his horsecock was fed into her perfect pussy, which enveloped him in its moist warmth. His snout, too, found it pressed between her melons which she mashed into his face. Her heart-shaped ass started to bounce when she mounted him fully, a lust-crazed expression on a face that was afire, hearts in her eyes. “Fuck me well, hyper-stud, and I'll make you my 'Fifth Sword'!”

“F-fuck!” He played with her bouncy titties, rubbed his thumbs in circles around her areola while she clamped down on him with each wanton wink, and strained to hold back his massive load, determined to win her over, to please his queen and achieve the vaunted title of 'Fifth Sword'!”

“Yes! Sheathe your sword inside me! I sensed it the moment you came back from 'Nocturne's Peak'! You're an awakened hyper-stallion, aren't you? That means your semen is so viriel, so potent, it may even be able to override my husband's! Go ahead, then! Try to knock this bitch up!” She slammed her ass down on him faster-and-faster, marshmallow soft and pliable.

Her hands formed a heart over her belly, and her horn shined, as she cast a womb-shaped tattoo over it, and made her belly transparent with one of her sex-oriented spells, so that they could watch his cock piston in-and-out, past her carved wide open cervix and into her uterus, which he impacted while she slammed her ass and puss down on him. “Yes! I want to see your seed emptied into me, hyper-stud!” He thrust up to meet her, determined to override her husband's cum with his own! She leaked down onto his crotch, stained his blue fur and balls with her shameless lust.

A deep voice asked, “Need a hand, son?” Thunder Storm approached his queen from behind, pushed her forward so she was forced to bend over, and his palms sunk into her pert pink buns and spread them wide open, her delicious puckered asshole on display. His tip probed it for a moment, rubbed circles around her warm rectum, before he snarled and drove in balls deep into her.

“You're such a brute when worked up! Ah~!” She moaned like a bitch in heat when he spanked her.

“Settle in bitch,” he hissed, as only a thin layer of flesh separated his horsecock from his son's own, as they practically rubbed while they carved her fuckholes wide open. They fucked her in a rhythm, as when one withdrew so that only their tip remained buried in their bitch's funhole, the other slammed balls depp back into her, spattered by her lustful nectar while she mewled in submission.

“D-dad,” whimpered the hyper-stud, who strained to hold back his load.

“I'll teach you how to tame a bitch,” said his father with snorts and flared nostrils while their cocks hammered in-and-out in a blur, smack of supple flesh, and wet squelches. “Just like how I fucked your mother so hard, I won her heart!” He delivered another harsh smack to his bitch's ass.

Middy closed his eyes and yelled, “C-can't hold on anymore...! Take it all, my queen!”

“That's my boy! Don't show her any mercy!” He let himself surrender to his own release so they could fill her at the same time, and with a last, brutish thrust, buried themselves balls deep in her breedable holes at the same time amidst a wobble of her heart-shaped ass. Shot-after-shot rocketed into her slick depths, and Cadance screamed her pleasure as they saw cum shoot into her womb.

All traces of the heroic knight were subsumed by raw animal lust, a need to conquer and dominate that Thunder Storm usually kept in check abandoned as he unloaded up his bitch's ass. It was a chance to bond with his son, to share a secret he'd kept hidden from him, that the hyper-stallion potential rain in the male bloodline, yet in peaceful times was insanely rare to ever manifest.

Cadance winked like crazy, her lower holes drawn so taut they were almost painful around the dicks that split them as she howled like a whore and squirted all over them. Her brain melted with bliss, as she slumped forward and swooned between the studs, and excess cum leaked around their buried shafts. Around them, similar scenarios played out, everyone enslaved by their basest lusts.

Fiery zipped across the starry skies, under the beat of raindrops that bounced off his armor, fur, and skin, his brandished sword still in hand in case he crossed any of their enemies. Whatever insanity had overtaken the Crystal Empire, it appeared to have spread everywhere in the capital.

He spotted a number of his men, and exhaled to see that most of them maintained a sense of self-awareness, albeit they stumbled a little, their brains fuzzy from the miasma they'd breathed in. “Sir!” One of them snapped to attention and saluted them. “We've taken the children to shelter!”

“The mist knocked them out, sir, but otherwise they appear unaffected,” added another troop.

“Good work.” He patted them on their shoulders. “I warned the other 'Swords' to keep a cool head, in case someone pulled a stunt like this! I expected better from Thunder Storm in particular. Never mind. Protect the children with our lives, and attempt to maintain the peace. And keep an eye out for anyone suspicious! No doubt the enemy is nearby, ready to launch a surprise attack!”

He continued to seek out more of his personal army, and discovered a few had joined in on the sea of bodies outside that rutted in the rain, but most of them had obeyed his orders and kept a clear head. True heroes, he decided, ready to sacrifice personal pleasure for the needs of their nation.

Yet his numbers weren't sufficient. Were an army already here, they'd be overrun quickly.

It would be so easy, to throw down his sword, surrender to the madness, and take the chance to make love with Snowy Blizzard, like he'd always dreamed. But she wasn't herself, and he'd never take advantage of her like that, no matter how she tried to tempt him. Especially when he now had his loves, the twins. “Foal-Bearer. Wet Nurse. Where are you?” His heart raced as he searched for them.

He landed before the Crystal Palace, and his boots thumped when he dashed inside.

Behind the 'Third sword' came the flashes from transformations, followed by pitiful screams...

Chapter 3

Inside the Crystal Palace, wherever Fiery Kickstart looked, ponies fucked without a shred of inhibition left. Crystal maid mares were lifted up and hammered into walls, bent over tables and ruthlessly railed, slammed into the reflective floors or topped soldiers and other stallions in attendance to the party. His eyes darted about, but he saw no trace of Foal-Bearer or Wet Nurse.

He marched further in, his hand with a burn scar still clutched around his sword's hilt. Some eyes turned to a new arrival, beckoned at him, but he ignored their feeble attempts to seduce him. Finally, he stopped when he spotted his beloved twins, stripped naked and on their knees, surrounded by stallions which they stroked off with both their hands and sucked on horsecocks presented to them, and all the while their pastel pink tails were hiked, and bared wet pussies winked spatters of their lust which puddled beneath their soaked knees. Suckles and moans filled the air.

“Get away from them,” he shouted, and brandished his blade with a plume of deep red flame.

The spell momentarily shattered, stallion eyes widened in terror and they broke apart in a run, as their dicks cartoonishly bobbed all the while. “S-sir?” The sisters, strill half under a trance, crawled towards him, and their suspended breasts swayed and knocked with a fleshy clap on their way to him.

“Stop that,” he pleaded, when they started to unzip his pants. His cock betrayed him, already half-erect, when it flopped out and smacked Wet Nurse across her rosy face, marked it in precum when his flare smeared it across her lovely features, and her buxom breasts heaved with need.

“We need you,” said Foal-Bearer, as the sister's cutie marks shimmered in resonance. They wrapped their lips around his shaft, met in a sloppy kiss about his erect meat, as they lapped at his tool. Grunts rose as he cast his head back, and a small explosion of precum rained all over their faces.

“D-don't.” He pleaded with them, but couldn't draw away, spellbound by his lovers.

Wet Nurse had taken him into her mouth, bobbed her head and took him to the hilt, while Foal-Bearer suckled on his balls, and their eyes met his own and smoldered with all their lewd passion. He shuddered, unable to last with the small amount of aphrodisiac venom in him and the mists.

All the shameless sex and the musk of so many pussies he'd inhaled on the way hadn't helped.

With a snarl, he throbbed and unloaded, masked the face and tits of his lovers with a shower of cum when they pulled back and continued to stroke him. His loads mixed with others from various stallions that had already cummed all over them, runny and sticky in their coral pink contours.

All his instincts screamed at him to pin them down and fuck them absolutely senseless!

He balled a free fist, barely able to maintain discipline and restrain himself. Like always, they wore his cum so well, licked at it and slurped it with a shared, sloppy cum-kiss, their semen-soaked breasts mashed in the process as they held hands and pleased the stallion they adored.

“I...there's stuff I have to take care of. But I won't abandon you,” he swore, as he zipped his pants. Distracted, he failed to sense someone approach him from behind, as a spire pricked his neck.

“S-sorry! I have no choice,” cried Ocellus, who'd stabbed him.

With a furious snarl, he spun on his heel, sword suddenly ablaze, as it arced to carve off his assailant's head. Ocellus, who'd tried to run, squealed as the blade raced at her throat.

“Don't kill her,” pleaded the twins in unison, who seized at his legs and pressed into him. He barely stopped his attack in time, and Ocellus broke into a clumsy run, as he momentarily saw her shadow cast its true nature in the form of an insect-shaped silhouette on a wall. He snuffed his flame.

At least now he knew one of those responsible for this menace. He'd never slay her when the soft-hearted twins were around. But once he tracked Ocellus down, and found her alone, she'd taste his blade! As would all enemies of his country! With no time to waste, he hurried to find more of his men. They'd continued to find those less affected, and could hopefully mount a resistance...

*****

Changelings that infiltrated started to transmute into their true shapes, which made ponies scream and break into a panic. Lost to his lust, Shining Armor's control over his shield finally broke completely, and a downpour wept over the cityscape while more of the enemy army poured in, aided by the cultists, who wielded wands fashioned from unicorn horns and launched arcane blasts.

The stallions were to be slaughtered, since while they too could be 'impregnated' by a drone that implanted eggs in them, most would expire on the first delivered, and weren't considered worth the effort. Mares, however, had wombs that would produce at least a clutch of a dozen drones, minimum, thus they were very valuable, and were ordered not to be harmed under any circumstance. Thus, the crowds were scattered and herded, so the females could be captured.

Some of the swarm descended on the mares here, and forcibly mated with them. However, the bedlam that ensued snapped most of those present back to awareness, those on the float included. Cadance steeled herself as she summoned back her ceremonial armor. “Husband, the shield!”

“On it!” Shining Armor reactivated the barrier to block more of the invaders, who bounced harmlessly off the shield. “It's...hard to concentrate in this atmosphere! To keep it up I'll have to keep my ass sat down on this throne, so all of you will have to protect me!”

“Understood,” answered Thunder Storm, as they clumsily threw back on clothes and armor. “You too, kids! Protect him and the civilians! Snowy, Moonflower, behind us! Night Blade, are you with us?” The bat stallion, who'd readied his ancient sword, nodded and flew to support them.

Weapons clashed, as the soldiers under the 'Swords' rallied to assist them. Flashes of the arcane lit the air with an ethereal sizzle. Already, the streets were littered with the wounded and a few dead, blood mixed into the flower petals.

Supported by her 'Swords' that weren't otherwise occupied or absent, Queen Cadance lead from the front, and unleashed the full force of her magic on the attackers. “How dare you invade my country! Threaten my people! You will regret this insult!” Blasts a raw, ethereal power erupted from her horn and raised palms, dozens of drones and cultists hurled about with ease.

They made a stand around the float, as Thunder Storm and Night Blade worked in tandem with the soldiers, and lopped the heads and limbs from their enemies, ran their blades into their hearts, whatever it took to dispatch them quickly. The old comrades shared a dim smile.

“To think we'd be reunited like this,” said Night Blade, as his bat wings beat in the sky, his blade stained in blood. Every time he dived into battle, another fell to his skillful swordplay.

“I too wish it was under better circumstances,” replied Thunder Storm as he also downed their foes, and tried not to look at citizens slain by their enemies or trampled in the chaos. He called to the troopers, “Protect the mares above all! You know what will happen to them, taken alive...!”

“Yes sir!” The stallions snapped to obey, reminded their own lovers were at stake!

“This is our chance to prove ourselves,” called Lightning to her twin brother and their friend. In a blur, she darted to a smashed stand that displayed equipment, and took up a spear. “Come on!”

“Good call!” Midnight picked up a lance of his own. “What about you, Moonie?”

“Got some of my own weapons here,” said Moonlight, who strapped on the claws she'd made, and laced them with a mild poison she'd also synthesized, which poured from a tiny vial onto the blades. “Don't rush in, okay? Our priority is to save as many civilians as we can! Glory can wait!”

“Yeah, yeah,” whined the electric blue mare, who nonetheless fell into line. Thankfully, most of their memories of what they'd recently done while drunk on venom were a messy blur.

However, Midnight Blitzer felt more powerful, more studly than ever, after he'd had the honor to fuck the queen! He felt like a one-many army, ready to take on the entire world...!

From the palace, more reinforcements arrived in a stampede of boots.

Fiery flew at the head of them, his sword ablaze like a vengeful angel when he rallied his followers and shouted, “We're with you! Let's show these bastards why we're known as the 'Four Swords'!” He torched the drones and cultists, weaved to evade their counter-attacks and beams launched from the unicorn horns. In a matter of minutes, the tide soon turned in their favor.

Cadance continued to marshal her forces. As an alicorn, she'd mastered numerous spells, and while her prowess couldn't quite match Celestia or Luna, she was nonetheless considered the third most powerful pony in existence, even if she reasoned Twilight Sparkle, Starlight Glimmer, and Sunset Shimmer would eventually surpass her. What a force of nature she could be, were she not more concerned with love and peace, and had she instead focused on the mystic arts of destruction...!

Unfortunately, she knew her husband couldn't channel his shield forever. More waves of reinforcements waited around the Crystal Empire, ready to flood in at the first opportunity.

*****

Magical explosions flashed in the night skies, visible from the distance. Beatrix Belladonna, with her companions Cerise Silhouette and Bellatrix Primadonna, were deep into the forest. They walked the trail, which weaved about a maze of trees, and each trunk cast the trio in thick shadows. A low wind howled, and rustled the leaves, which drifted down and cluttered the natural road ahead.

“This place is spooky,” whispered Cerise.

Bellatrix smiled thinly. “Too much for you, princess?”

“Not at all! I'll become a worthy adventurer, too!” She took on a more confident posture, a spear in her hands. “I-I'm the daughter of Sombra and Inky Rose! I won't run from my fears!”

“That's the spirit,” replied Bella, who'd come to respect her more, after their recent troubles.

Cerise turned to the witch and asked, “What about you, Bea? You're unusually quiet today?”

“Just...lost in my own head. You know me!” Beatrix forced a nervous titter. She'd shown off her portal portals as a demonstration while the three of them bathed, ended up sucked into her own rift, and put the princess, who was like a niece to her, at risk. The one upside was that Bellatrix had been forced to come, as her 'sister' was a powerhouse anyone would be a fool to oppose!

“I do know you,” said Cerise with concern, as she held her friend's hand. “You're kind of like the cool, sexy aunt I never had! Without you, I probably wouldn't be alive today!”

“...your world wouldn't have been devastated either,” whispered Beatrix, her head bowed.

“No one blames you for that! At least, I know I don't.” She hugged the witch, the princess reminded that due to Chrysalis, who'd slain her pregnant mother, she'd been cut from her belly, born prematurely and almost ended up stillborn. Inky Rose, friend of her mom's, had raised her like her own. Her father, Sombra, had eventually become a hero, unlike the villain he died in most worlds. He'd also fathered her pair of half-brothers, who she wished were here to support them.

Bellatrix curled her lip with a twitch of her tail, and her narrowed, keen eyes picked up a subtle movement in the treetops. “Show yourselves,” she hissed, and flicked her crimson knife into hand.

An arrow sailed at her feet, embedded into the dirt with a thud, where it shook. A warning shot, the she-devil realized, as she picked up dozens of drawn bows ready to launch more missiles all around them. She noted that their shadowy silhouettes were all feminine. One appeared to be much taller than the rest, almost a titan, as she towered even over Bella. Another was...a centaur?

“Don't move,” the centaur warned harshly. “I have an arrow trained on your heart, demon!”

“Hold,” commanded the tall one, who spread her plume. “This is no way to open negotiations.” She leaped from her tree, and sailed down, to reveal a crystal mare alicorn, voluptuous and yet toned with muscle, and her outfit ended in a loin cloth that draped to her ankles. Unlike the rest of her followers, who also hopped from the trees to box them in, she appeared unarmed. “We mean no harm. You've trespassed into our territory, but I take it you were unaware of that, miss...?”

“Bellatrix Primadonna” she answered curtly, her blade lowered. “And you are...?”

Beatrix's eyes shot wide open. “Zafire Heart? I've run into them before! You remember me, yes? From the paradise planet?”

Zafire shook her head slowly. “I'm afraid not. I'm the queen of the Amazons.” She nodded around her. “This is Chezka Windhooves, one of my top lieutenants.” She tilted in her head at the centaur, with her wild white hair done up in a ponytail, her human torso and horse portions both covered in armor. Most curiously, she had a human face like Bellatrix. “You're not natives of this world, are you? Neither is Chezka. Or most of the Amazons I've collected in this version of Equestria.”

Chezka's fierce expression softened. “You're outsiders, like us.”

“Y-yes,” said Cerise respectfully, who attempted to recall her lessons as an ambassador the princess undertook. She bowed respectfully, and placed a hand over her heart. “Queen Zafire Heart, I hope we didn't offend you. My name is Cerise Silhouette, a princess in my own Equestria. These are my close allies, Beatrix Belladonna and Bellatrix Primadonna. We ended up trapped here.”

“It's difficult to explain,” added Bellatrix.

Zafira shook her head. “Actually, we've encountered some pretty bizarre phenomenon.”

Another of the Amazons walked forward, this on a lithe fawn, also with a human's face and torso, but with spotted deer fur lower down that ended in hooves. Sharply cut black hair came to her shoulders, and a small horn sat on her forehead. “We've all escaped worlds that may have been doomed. I'm Panna Fauna, by the way. I can treat you, if any of you are wounded?”

“Not so much as a scratch,” said Bellatrix suspiciously.

Beatrix said, “Wow! Never expected I'd meet an old friend here, Zafira! Unless you're not her?”

“There's only one Zafire Heart so far as I know,” explained the Amazon Queen. “Of course, I know little about the multiverse, and most of my knowledge comes from my family's ancient research into the theory. So it's always possible that we've somehow met 'out of order', so to speak?”

“Huh. But that's never happened before,” said Beatrix. “My portals have this limitation on them so I don't scramble other timelines and cause all kinds of paradoxes! But my portal did misfire...!”

Panna flicked one of her sharp ears. “Portals? I take it you can create rifts into other worlds?”

“I wouldn't have believed it, were it not for all the evidence I've seen that it's possible,” noted Chezka with a nod, her own ears also sharp as they twitched. “Question is, what now?”

Cerise said, “We were headed to civilization! But up ahead, it looks like-”

“War,” finished Chezka. “Wherever I've ended up, it's the same. It's in the blood of all sapient life.”

Panna asked her friend, “What about more docile creatures, like certain herbivores?”

“Docile prey. Many are on the brink of extinction, unable to defend themselves.” Chezka snorted and drew one of her hooves in the dirt. “The circle of life is cruel. The Gods mock us.”

“It's simply nature,” said a forlorn Panna. “Like how my brother disappeared...”

Zafire declared, “You three have a choice. Our Amazons were already headed to the Crystal Empire to support the ponies. Stay behind in the forest, and we can provide food, shelter, and security. Or you can aid us in battle. I take it you are warriors? The she-demon in particular looks powerful!”

“I am,” reassured Bellatrix. “As for our decision, that depends on Beatrix. Well, sister?”

“I...will help out,” decided Beatrix. “In return, can the Amazons look after Cerise?”

“What? I don't want to be left behind! Give me a chance to prove myself,” pleaded the princess.

“You're still an amateur,” chided Bella. “In the thick of battle you'll be torn apart-”

“I'm not a child! And we're wasting time here that could be used to save lives! So like it or not, I'm with you, too!” Her mind set and a typical chipper tone somewhere between imperious and petulant, Cerise stubbornly marched ahead, spear in hand, and the Amazons parted to allow her by,

Zafire chuckled, quietly im,pressed. “Let's see whether she can back her words up!”

Chezka asked, “Your orders, my queen?”

“We march. And make double time. The Crystal Empire may need us more than we realize.” That said, Zafira flew past the princess to take the lead, and with a shared look between Beatrix and Bellatrix, they also followed the Amazon army out of the woods. Magically induced explosions continued to illuminate the starry, cloudy skies ahead, not so different from the fireworks.

They estimated it would take a little over an hour to arrive. The Amazons that went to battle numbered in the hundreds, while a compatible number were left behind to defend the woods.

Yet the Amazon Queen kept an eye out, in case of trouble on the road ahead.

*****

Ocellus ran without a sense of direction. All she knew was that she needed to put distance between herself and Fiery Kickstart, before his flame-sword either cut off her head or burnt her to a crisp! Yet she dared not run out of the Crystal palace either, smack into the middle of an all-out war!

So instead, she blindly ran to a crystalline set of stairs, which formed a circle from one level of the palace to the next. Since she'd ditched her heels, hose offered a thin, slippery layer on her feet, and she almost stumbled at times and decided to dash further downstairs, into the unknown.

She'd never traveled this far down before. The area appeared to be barren. The air became chillier on her descent, the sounds of the conflict overhead muted. Then, she realized where she was.

The royal crypt. Where the children of Sombra were buried. After the tyrant had fallen, the corpses had been exhumed, checked over by the mystics to ascertain they posed no threat, then consecrated and returned to their coffins, which she saw placed atop slabs out in the open.

A perfect place to hide. Yet her heart skipped at the idea.

A thin, cold mist rolled about the crypt, to help keep it preserved. Enchanted torches were suspended on the sconces around her, with an ethereal blaze that kept it dimly lit.

She took tentative steps to a casket at the back, squatted down, and covered her ears while she trembled, her cheeks streaked with tears. “I didn't want to do it,” she whispered with a sniffle. “I never wanted to betray anyone. All I want is to see my clutch hatch and take care of them!”

“We understand,” came a united, familiar pair of voices.

Ocellus shot up. “Y-you shouldn't be here! Why did you follow me? Why can't you leave me alone? It's all my fault this happened! So please, don't try and pretend we're friends!”

“I've had my suspicions for a while,” confessed Foal-Bearer, as they slowly approached. “But I prayed I was mistaken. Or that you'd turn from this path. But here we are,” she lamented.

Wet Nurse called, “We know you're not a bad person! You must have a reason!”

Her sister said, “Chrysalis made you do this, didn't she? You can no more disobey your queen than we can ours. Cadance's word is law to us. So you truly didn't have a choice.”

“It-it's more than that! Chrysalis has my clutch! Disobey her, and they'll be killed!” The shape-shifter, in a flash, fully dropped her crystal mare form, and an insect-pony hybrid now stood in her maid uniform. “St-stay back! I can't deal with this anymore!” She took a step backwards.

Her shoulder knocked into a casket lid, and knocked it off with a loud thud.

Ocellus squeaked at the pale, preserved corpse inside. One of Sombra's many deceased sons, encased in ceremonial obsidian armor with his arms crossed over his chest, preserved by alchemy. By now, the twins had reached her, and Ocellus found there was nowhere else left to run or hide.

Gasps rose from the sisters too. “He's so handsome,” admitted Wet Nurse.

“You certainly have a type,” chided Foal-Bearer. “But yes, he has a certain mystique, like I'm sure Sombra did. Thankfully, we didn't have to endure the period where he kept ponies in chains. He'd probably have us stripped naked, kept by his throne as concubines, and father children with us.”

Wet Nurse shuddered and asked Ocellus, “Is that what Chrysalis plans for us mares? To turn us into incubators? That's why she can throw away her drones, isn't it? She can easily refill her ranks!”

“Y-yes. She'll probably try and make my children shock troopers too,” murmured Ocellus. “Ah!”

A clammy hand shot out. Gripped around her wrist, Ocellus unable to break the iron hold on her, not even when she attempted to shift her limb. The stallion 'corpse' rose up.

A thin tinkle traveled from Wet Nurse, and her cutie mark shined and resonated with Foal-Bearer, who felt her heart seized by her sister's terror and thus voided her own bladder onto the crypt floor, where the urine steamed in the misty air. Like Ocellus, they found themselves frozen in shock.

Black wisps radiated around the dark stallion, who opened his eyes. “So, the time has come!” With a wave of his free hand, which lit up like his horn, his aura knocked off lids from more caskets.

Another pair of stallions arose from their coffins, also garbed in ceremonial, ebony armor. They hopped down, masked in shadows, and cut off any hope of an escape route, their well-sculpted forms preserved by alchemy and enchantments. Grins split their snouts as they stretched.

“We're the sons of Sombra,” one of them announced. All three of them were unicorns, since Sombra valued those with high magic potential above all. “We've prepared for this day!”

Ocellus whimperted, “B-but how...? You're dead! What are you, zombies?”

“Not exactly,” said another, who helped his brother block the paths between the slabs, his muscled arms crossed over his barrel chest beneath a dreary breastplate. “You've heard of the Umbra? A race of shadow ponies? Sombra discovered the secrets to preserve life beyond death, and passed it to his most favored sons! We waited here, until the appointed time to repossess our bodies!”

“We had to wait until the mystic barriers around the Crystal Empire weakened,” explained the third one. “I wonder, why has this happened? Another war? Has our father also returned from the dead?”

“No,” cried Foal-Bearer, who felt powerful arms seized her from behind. “And he never will!”

“I'm afraid you're mistaken,” the one that held her hissed into her ear. “We'll usher him in! So, Sombra's body wasn't recovered? That's not a problem! He can always use one of ours!”

“Don't be so hasty,” the first one that revived said. “We can always make use of these wenches. Sure, father can't possess a body that isn't compatible with him...but we can always put foals in them.”

Ocellus tried desperately to wrench herself away. “N-no...!”

“Silence!” He backhanded the shape-shifter, who whimpered, a red mark on her cheek. “Ah, I understand now, changeling. Queen Chrysalis has finally launched an all-out invasion, hasn't she? But you weird insect-pony hybrids don't appeal to me. Take on the form of...Cadance.”

The one that seized Wet Nurse chortled. “Always wanted to fuck the queen, huh? I know our father always wanted to force his foals into her! Guess we'll have to do it in his place...after these three!”

“Shift yourself now,” the leader demanded of Ocellus. “Or else we'll break their necks!”

“I'd prefer not to fuck a corpse,” said the one that held Foal-Bearer. “But there are more crystal maids up above, I'm sure....” His threat made, Ocellus reluctantly surrounded herself in a flash, before she took on the queen's likeness, albeit a tad shorter and less voluptuous.

“I-I'm sorry,” said Ocellus, whose maid uniform barely contained her now as it squeezed around her curves. “We can't alter our mass much! It's impossible for me to replicate her perfectly!”

Groping hands started to wander all over the three mares, firm and possessive, hungry after they'd spent who knows how many years in this cold, lonesome crypt, as disembodied Umbra that kept to the shadows, silent and still, to remain undetected from the mystics and enchanted wards here. Whatever silent alarms they tripped now mattered little, with the pandemonium above.

“N-not so rough,” squeaked Ocellus as one of her, or more accurately Cadance's, tits were forced out of her uniform, where the titty bounced and a palm sank into the soft, pliable flesh. She resigned herself to the situation, knew they couldn't overcome these stallions by force, and told herself she deserved this after her betrayal. But at least, she hoped, her clutch would survive her!

“What a rack,” another of them said, as he ripped Wet Nurse's top to reveal her own milky melons.

Wet Nurse tried to buy them time and cried, “W-wait! We don't even know your names...!”

“Shadow Bane,” he answered, as he continued to tear down her dress, which rendered Wet Nurse naked, since the sisters underwear had been so torn and cum-soaked above they were useless.

“Shadow Gloom,” said the one that also tore off Foal-Bearer's clothes, her titties also spilled free.

“And I'm Shadow Haze,” finished their leader, who also tore his prey's clothes away with a lick of his chops. “You must excuse the uncreative names. After all, Sombra had hundreds of sons he fathered on crystal mare concubines, and most of them didn't survive the trails. We were exceptional!”

“But no daughters were ever born,” said Shadow Bane, who forced a muted, involuntarily moan from the mouths of the twins when he drove his cold, yet erect horsecock into her hot, moist cunt, the sisters still under the effects of the aphrodisiac venom as he pushed balls deep into his bitch.

“We weren't allowed to father children of our own,” added Shadow Gloom, who bent Foal-Bearer's heart-shaped pink ass over a coffin, and also slid into her velvet depths. Grunts hissed between his sharp teeth when he claimed her to the hilt. “Let's find out if one of us can make a mare?”

Shadow Haze took his time to molest 'Cadance' further as he explained, “Father feared that if we raised heirs of our own, we may one day raise a small army to overthrow him! But we've always been loyal to the cause! Only lesser, failed sons resent the Crystal Empire that father built!”

“So cold,” whimpered Wet Nurse, forced onto her back by Shadow Bane, who leered at the blush and forced lustful expressions driven from her face, the wild bounce of her titties, each time he fucked her like a brutish stud. He also watched in fascination as the twin's cutie marks resonated.

“Looks like these two are somehow physically, emotionally, maybe even spiritually tied by their cutie marks,” observed Shadow Gloom, who pulled Foal-Bearer's arms behind her by the wrists while he railed her senseless in a clap of wide hips and buttcheeks, and they spattered liquid lust on the studs.

Shadow Haze took 'Cadance' sideways, one of her feet raised and propped on a muscled shoulder while he ravished her, his telekinetic aura used to remove the pieces of armor that brushed between them, separated his sculpted musculature from the supple curves of Ocellus. “You all were made for this,” he hissed between clenched teeth as he took her. “Made to be bred by virile studs!”

“No doubt these two bitches are fertile,” said Shadow Gloom, who smacked his bitch's buttcheek.

The sisters whimpered, moaned, clenched up, and sprayed droplets of their lust over their studs' crotches. Helpless to do more than submit and take it. But compared to the mares above, that would likely be captured by the swarm and turned into incubators, they considered themselves lucky. Over-and-over, a blur of cocks slammed deep inside them, spreading them wide open.

Schlicks of wet, pulverized pussies, and plaps of pounded and spanked cheeks echoed around the crypt. The three sons silently decided they'd let the war play out above, then pick up the pieces in the aftermath. Red hand prints marked the buttocks and titties that the studs slapped harshly.

The venom continued to compound the sensations in the twins, who were driven to scream out their moans like whores in heat while they were sexually dominated. They could feel each other's sensations double the pleasure forced on them, Wet Nurse as her titties were latched onto, the squishy flesh and areola suckled and distended, Foal-Bearer's puckered asshole thumbed hard.

Ocellus, too, mewled, at the mercy of the masculine stallion, the three boys not dissimilar from their father, with traces of his same dark, handsome features. Shadow Haze's snout crushed to her own, forced her to taste him while he kissed her and intertwined their mouth muscles. His horn radiated, formed a translucent horsecock-shaped construct, and forced it deep up her ass.

“Good call,” said Shadow Bane, whose own aura encircled Wet Nuse's hot pink anus and vibrated it, which made the twins squirt anew and heavily over the furred crotches of the stallions. They winked and milked their dicks, until he blurted out, “Damn, I'm close! Prepare to bear our foals...!”

He shifted so that her ankles and hips were around the sides of his head, driving her into a mating press when he growled and really started to pound his wench silly, feeling her drip, clench, and spattered around him while he fucked past her cervix, straight into her slimy womb. The twins shrilly cried out more, eyes rolled into her head while they shook, her ass clapped by brutal thrusts.

“Almost there too,” snarled Shadow Gloom. “Looks like these bitches are ovulating like they're in estrus!” He continued to smash his bent over bitch and taunted, “You two sluts on aphrodisiacs?”

Ocellus stilled her tongue, ashamed of what she'd allowed to happen. But at least they'd survive. She knew these horny bastards wouldn't put down a pair of mares they'd decided to knock up!

Shadow Haze shouted, “Take it!” All of the brothers unloaded into their mares almost simultaneously. Treated like sloppy cumdumpsters, they were unloaded into, their stomachs swollen with cold, clammy cum that nonetheless they believed would still prove potent as they were preserved. Multiple climaxes were wracked from their fucktoys, who soaked the area.

The unicorns huffed, still embedded in their slave sluts, who leaked excess seed around the sheathed shafts. They nuzzled them affectionately, with the promise they'd soon have children of their own.

“You were wonderful,” breathed Shadow Gloom into Foal-Bearer's ear, as his palm sank into a buttcheek and rolled the pastel pink flesh in lazy circles. “I could fuck you forever. Your sister, too.”

“You'll have your chance later,” chortled Shadow Bane, he toyed with Wet Nurse's tasty tits.

Shadow Haze wondered how far the invasion above had proceeded. They'd have to check later, since their full power had yet to return. No doubt the three mares could entertain them for hours!

A tear rolled down Wet Nurse's cheek, not for them, but for everyone above. “Fiery,” she whispered almost inaudibly. “Please be okay. I...I want to marry you...my sister too...”

Foal-Bearer also released a tear in resonance. “I should have told them about Ocellus...it's all my fault...” She'd assumed Ocellus was merely a spy, that friendship could deter her from betrayal.

Ocellus couldn't face them, and tried to shut out the world around them.

*****

Queen Chrysalis observed the war effort from the safety of her hive, through the use of a crystal ball. For the moment, the armies were at a stand-still, but more waves of her drones came to support the fallen, as they battered at Shining Armor's Crystal Empire-wide shield and weakened its integrity. To cover such a radius, he was forced to weaken its effectiveness, and the imperial soldiers were ordered to retreat and direct the civilians to safety, soon all but boxed in at the Crystal Palace.

The cultists weakened the barrier's defenses faster, as their unicorn horn wands bombarded it with arcane blasts that flashed in the darkness and shook the area. On occasion, it took so much damage the shield was forced to shrink, with the occasional trooper or bystander left out in the cold, the stallions quickly dispatched, the mares pulled into the hollows of the earth outside amid screams.

She reclined naked on a throne of her denuded concubines. “Fools! You've trapped yourselves!”

She'd tried to scry into the Crystal Empire many times before, but usually the magic wards were far too powerful. One time, an older crystal ball had fractured then exploded into fragments! But with their defenses weakened, and their mystics distracted by the war effort, she could peer in further.

Her face twisted when she saw Queen Cadance, dressed in ceremonial armor, at the lead with her 'Four Swords', while she unleashed blast-after-blast that scattered or bowled down heavily armed drones and cultists alike. “That sentimental Whore of Love! I'll make you my personal slave!”

The more she considered it, the further enticed she became with a malicious smile.

“Servants! Prepare my weapons and armor! I will lead the final assault myself!” Her followers ran off to fetch what she requested. Lazily, she rose from her fleshy throne and stretched wide with a yawn.

When they returned, her concubines dressed her in chitinous armor which conformed to her contours like a second skin that shimmered in the emerald illumination of the moist caverns. She hefted a halberd, which she doused in her own special venom. A changeling's venom was affected by their emotions, so whereas Ocellus could induce love and lust, Chrysalis filled her poisons with her malice. They would be wracked with pain and fear, paralyzed as seizures resulted in death!

“Heehee...maybe I'll ram my entire stinger directly into Cadance's cunt! After I've made her service my entire changeling army! What kind of drones will an alicorn produce, I wonder? Oh, and I'll claim her studly husband for my own! Maybe all of her 'Swords', should they survive...”

More devious ideas already filled her mind while she anticipated her conquest!

Of course, she couldn't leave her hives undefended, especially with the cult still about. Within the hour, she'd gathered a sizable force under her command, and since the tunnels her drones carved into the earth were constantly interconnected over time, they could now take a number of shortcuts for the surface. Within another hour, they could be at the Crystal Empire's entrance!

Chapter 4

In the chaos since their arrival into this Equestria, many of those once in command were no more. Some vanished when the minotaurs and holstaurs crossed over to this world, while others were killed in the adversity faced upon their arrival. However, their troubles had momentarily settled down. Grimly, a youthful bull forced to become a man looked over the villa where his small number of people lived. Moon Hammer, now chief of his people, peered out a window.

It wasn't like him to brood. But he'd done that more lately, covered in an apron over chain armor that accentuated his muscles, pants, and thick boots. The worst part was, he was aware there were holes in his memory. Like places and people he'd known were erased on their trek here...

Glasses were wiped down by a napkin absentmindedly by a crimson-furred and skinned, older minotaur behind him. “Sit down, have a drink. Troubles out there aren't our problem.”

Moon Hammer looked over his shoulder. “You really believe that, Redrum?”

Thoughtfully, the elder bull pulled on his mustache. “I do. Our numbers are small, so we can't afford to mess around with the changelings. Leave it to the ponies, the Amazons, and whoever else wants a shot at 'em. Lost to many old friends already. Don't wanna lose you too, son.”

“But I can't sit around and let people die! Maybe we owe them some help,” he replied.

Redrum heaved his shoulders beneath his vest and picked another wine bottle from the counter. “Your call, son, since you're the chief now. I'm only a bartender these days.”

“Not at all.” Moon Hammer turned and smiled. “You're my advisor, and friend, too!” At this late hour, the bulls that hadn't retired were usually shit-faced drunk. But even from here, they could see and hear the subdued sounds from the Crystal Empire, and most people gathered to watch the fireworks from a distance. The one customer they had appeared to have passed out at a table.

They'd check on their fellow minotaur once in a while, to make certain he was okay, thankful that at least it had quieted down. He didn't want to deal with another drunken brawl whenever tensions flared. Last time, Redrum had to rip off his vest, flex his muscles, and box or roundhouse a few bulls that foolishly tried to take the war veteran on, under the assumption he was old and washed up!

Redrum seems to read his mind and said, “Maybe I should become a barista instead. Got too many wild drunks around here. No doubt because they feel cooped in here, far away from home.”

Moon Hammer nodded. “For them, it's hard to feel displaced. But for me, well, I hate to admit it, but it's been an opportunity and an adventure! “ He pulled out and extended his telescope, which he used to peer out the window. “I used to look at the stars! Now, we're in another Equestria!”

“When you put it that way,” admitted Redrum. “Just hope we can return home. A...neat place to visit, but I'd rather not be buried here. Guess I'll close up. I'll see our customer out.”

Moon Hammer nodded, helped Redrum shake the customer away, and they carried the drunken bull out. Around the villa, most of the minotaurs went shirtless, some dressed in no more than short loincloths to show off their beefy physiques, while their counterparts, the cow women known as holstaurs, were incredibly curvaceous, their assets barely contained by cow-print bikinis.

They were a 'simple' folk, old-fashioned, tradiational, stubborn, and prideful. Everyone was expected to pitch in, as they worked their trade as farmers, craftsmen, carpenters, and soldiers, whatever it took to maintain order here, while the inhabitants became ever more restless.

A pair of holstaurs, war orphans that Redrum had 'adopted', approached them. Creamy Canyons, the older of the pair, with part of her mane up in a bun while the rest flowed behind her, her snout pursed in weary skepticism. The cow woman was spotted like all her kind, with caramel fur and skin. Her close friend Milky Mountains, sleepy-eyed with a lazy smile. A dense, wavy mane traveled down her stark white curves, and their collars bore cowbells that tinkled when they walked.

Creamy folded her arms beneath her udders and noted, “Another drunk huh? We'll see him home.”

Moon Hammer asked, “Are you sure? It's no trouble.”

Milky tilted her head with a wider smile and cut in, “We don't mind! Leave it to us!”

Redrum nodded. “It's not far. Not like we can wander far from this settlement.” They handed off the drunken, half-asleep bull to the cows, who then carried him off between them, both minotaurs unable to help but admire their supple buttceeks, mostly bared when they swayed away. He cleared his throat when they were out of earshot and said, “Maybe I'll ask 'em to become barmaids.”

“Not a bad plan,” the blacksmith replied. “Think they'd accept if I asked to marry them?”

“Only one way to find out,” said Redrum, but the two of them let it drop for now, both distracted by the war that raged in the distance, like everyone else here. It's true their numbers were low. They couldn't afford to lose anyone. Yet both wondered whether they could maintain neutrality.

Especially with the war so close to them, and the knowledge that, should the Crystal Empire suffer the unthinkable and fall, the swarm would no doubt come for them next...

*****

Cadance stood at the forefront of the battlefield, a flash reflected off her each time her hands and horns worked another spell to hold off the invasion. She shouted, “Retreat into the Crystal Palace! My chivalrous 'Swords', form a blockade to cover our retreat!” The knights obeyed without question, devoted to their queen with their lives which they had sworn to her service. Night Blade included, whose sword was drenched red, a dark reminder of how the thestral's originated.

Thunder Storm offered his shoulder to Shining Armor and helped him inside, the paladin still entranced by the shield he continually cast, which made the white stallion perspire all over. “Hold on my friend,” said Thunder. “Almost to the throne room where you can rest and recover!”

“Good to know,” he mumbled in reply, barely able to stumble, with the fear that the moment his concentration broke and the barrier shattered, their forces would be overrun.

Night Blade was forced to land when he sailed inside the palace. Gates were pushed by the soldiers, which slammed shut behind them with a momentous thud. He asked, “How are there so many...?”

Fiery's voice echoed down the halls when he called back, “They must've planned this for a while! We underestimated how fast these monsters can apparently breed! Ocellus is one of them!”

Cadance balked momentarily, amidst the brief reprieve as their enemies were shut out, and hammered at the entrance. “What? One of my top maids betrayed us?”

“Afraid so,” replied Fiery. “That dirty roach is probably still somewhere in the palace! I'll crush her the next time I see her! Don't know where Foal-Bearer or Wet Nurse are now, either!”

They made their way down the corridors, to the throne room, where some maids continued to openly fuck butlers and revelers, while others were slumped about, unconscious. Cadance scrunched up her snout when she stepped in a puddle of cum and almost lost her balance.

She lamented her carelessness. To try and raise morale, she'd visited disaster on her people!

“No one's to blame,” said Thunder to break the silence. “Other than our enemies. We all knew this would come someday. Chrysalis won't rest until she's conquered all of Equestria.”

Shining Armor practically collapsed onto his throne with a huff. “Maybe I can keep this shield up for another hour or so, since I only have to protect the palace now. But after that, well...”

Cadance weighed her options. She could teleport away, but could only take a few people with her, and no way was she about to abandon her people and her country! Nor could she exactly leave this continent and return with reinforcements, the radius of her teleportation limited to a few miles.

Grimly, her 'Swords' stood on watch, their blades and armor spattered in blood. Fiery paced back-and-forth with a crunch of boots across the carpets. She sat by her husband on her throne, and touched his arm. He forced a cheery smile back at her, while a sweatdrop rolled from his forehead.

It appeared bleaker by the moment. Not so different from when they'd taken the Crystal Empire from its usurper, Sombra. She wondered, had the tyrant felt fearful and desperate that day...?

*****

The cadets were ferried away from the throne room, to the cafeteria where swaths of the civilians were relocated and kept under watch by a number of commanders and elite soldiers. Unrest and demands for answers echoed around the spacious chamber, which Snowy Blizzard and Moonflower attempted to help ease, to no avail. With each second that passed, they feared a riot would break out. Dishes knocked off a table shattered, the noisy atmosphere thick, heavy, and stuffy.

“It's hard to breathe in here,” muttered Moonlight, who fidgeted in her boots.

Lightning cried, “It's totally unfair that we're stuck in here like a bunch of newbies! Didn't we just help save a bunch of bystanders? I'd like to think we've all proved ourselves by now!”

“May as well sit down and have some food,” said Moonlight, who plopped down on a bench at a table. Cafeteria workers delivered them steamy soup, which she idly spooned at. Her bat-like ear twitched at the accusations she heard and whispered, “They have a point. Is this safe to eat?”

Lightning asked, “You really think changelings already infiltrated the palace? No chance!”

Midnight rubbed the back of his neck and admitted, “I dunno. It's possible. But I sure am hungry!” He and his twin sister's stomachs growled in protest at the idea they'd let this food be wasted. “We were promised a feast today, and look at the mess we're all in! I can't stand it anymore!”

Moonlight poked at her soup and asked, “So what should we do? We're supposed to stay here.”

“Shouldn't be too hard to slip out.” Midnight nodded at the civilians that barked demands and pushed at the guards, who used their shields to force them back. “There's our distraction! We can zip by them, have a look around the palace and see whether anyone else needs our help!”

“You always have to play the hero,” his childhood friend chided with a shake of her head.

“Sounds like a plan to me!” The electric blue mare punched the sky. “Looks like we'll have to risk it! Can't fly on an empty stomach!” The siblings slurped down spoonfuls of soup before it cooled, and with a roll of her eyes the bat mare sipped at hers too, so she wouldn't be left behind.

Thankfully for everyone here, Ocellus hadn't tainted this batch of food. The siblings filled their bellies with what food they could, since soon that energy would be burned away, while their pal ate a smaller portion of her own. They wiped their mouths with napkins and downed some water.

Lightning asked, “Ready to hit the road?” The other two nodded. “One the count of three! One. Two. Go~!” She zoomed off, followed by Midnight, with Moonlight at the back. They pushed themselves to the limit to wind around the masses, reduced to a colorful trio of blurs.

By the time the guards realized someone slipped past them, it was already too late, as the threesome had escaped into the halls. Some of the crystal mare maids squeaked when they zipped by at rapid speeds, their skirts tossed up the winds, dozens panty-clad asscheeks flashed to the world.

“Sorry,” called Moonlight over her shoulder, while Lightning burst into laughter and Midnight couldn't help but stare a bit, drawn by his hyper-stallion side to the taut cameltoes on display.

At least most of those in the palace that partook of the food had now recovered from the aphrodisiac venom, as they eventually either burned it off while they rutted, or slept it off. Guards, however, now filled the corridors, especially around choke points that could be invaded.

They raced to a stop in a more solitary section.

Lightning planted hands on the hips of her Wonderbolts costume and whined, “There's far too many soldiers about! Maybe there'll be less of 'em down below? Let's check it out!”

“Not sure that's a good idea,” admitted Moonlight, who wished she'd put on a similar costume too, her tank top a bit stained and transparent with sweat, which drew her crush's eyes. Her loose shorts didn't fare too much better, but at least they were a darker shade with a pair of panties underneath.

Midnight said, “Sounds like a fun adventure to me! Remember how we all used to explore when we were foals? Come on, I saw some stairs nearby!” He took their hands and whipped back into action.

They prepared to head downstairs, unprepared for what awaited in the royal crypt...

*****

Sometime before then, before the trio even sat down to eat in the cafeteria, the 'Sons of Sombra' were still at with Ocellus, Foal-Bearer, and Wet Nurse. The three unicorn stallion studs, with handsome saturnine features similar to their father, and the same chiseled physiques that made them perfect specimens of masculinity, practically shared one mind since they'd absorbed their father's ideals from foalhood. That power ruled all, and was the only morality of any worth!

Shadow Haze, who'd taken the leader role between the troika, cooly commanded his brothers Shadow Bane, Shadow Gloom, and the fertile wenches they'd taken hostage. “I'm a bit tired of Cadance,” he told the shape-shifter. “We'll have a real taste of her royal cunt later today!”

Shadow Gloom, like his other brother, held the naked mares. “So what now?”

Their leader stroked his chin, and a devious smile split his dark snout. “Well, we're practically triplets, and we have a pair of cute twins to trade between us. Ocellus, wasn't it? Why not make yourself look like them?” The shifter whimpered, and in a flash, took a form somewhere between Foal-Bearer and Wet Nurse, with the former's thicker hips and butt, the latter's more buxom bust.

Shadow Bane chortled and leered. “Now we're talkin'!” Greedily, his palm played with Ocellus' titty.

“Shame you can't replicate their cutie mark abilities,” observed Shadow Gloom, who instead squeezed her buttcheek, lifted the soft pink handful of flesh, and let it drop with a wild bounce.

Shadow Haze said, “I think she can. Try harder! I'm sure you can replicate a cutie mark!”

“B-but...even if I succeed, it'll only be a poor copy! Plus, I could end up permanently trapped in that form once the cutie mark stabilizes! Please don't make me...!” Ocellus sobbed, but with the threat of their firm hands around the necks of the twins, she had no choice but to obey.

Gradually, she concentrated and shifted her flesh around her haunches. 'Generic' cutie marks were easy to fake, since they contained small pockets of magic, but a more complicated one like the twins bore, filled with a unique arcane signature, drained her own innate magical reserves. To a shape-shifter like her, to lose one identity and be trapped in one form forever was a nightmare.

Yet she'd betrayed the sisters. She owed them this! So, she forced the copy 'cutie mark' onto her, a pair of intertwined female symbols which covered parts of her hips and buttocks when it solidified.

Shadow Gloom said, “Looks like the real deal! But will it actually work?”

“Let's find out!” Shadow Bane buried his fingers knuckle-deep into Wet Nurse's pussy with a wet squelch, as she clenched around him and spattered her lust on his hand, one of his firm digits crooked to rub her spongy g-spot. She blushed and failed to stifle a moan, which made her sister croon and squirt a little too, as she was equally molested and defiled by Shadow Gloom.

Their cutie marks started to almost inaudibly hum and shine in resonance.

Shadow Bane blasted her moist pink pussy faster and hissed in her pinned back ear, “You like that, huh?” He pressed his hard cock between her beautiful buns while he sucked on her ear. His shaft ran up-and-down over her slimy orifices, which his tip smeared in dollops of his precum.

Shadow Bane's own tip rubbed over Foal-Bearer's slit and clitoris when he humped into her from behind, and his powerful hands cupped and played with her tits. “A tad less busty than your sister,” he hissed. “But more than a nice pair of handfuls! I bet every soldier here wants to breed you!”

“M-maybe.,” admitted Foal-Bearer with a whimper between pleasure and dread.

Shadow Haze said, “Let's try a little experiment.” His horn lit up and seized around ceremonial swords on display on the statues in the crypt. Not suited for a real battle, but with a sharpness he knew could break skin, as his aura lifted them over. “Twin sluts, prostrate yourselves atop one of the slabs and eat each other out.” He waved the blades above their heads like Swords of Damocles.

Foal-Bearer and Wet Nurse draped themselves on the cool marble slab, the former on top and the latter on the bottom, in a sixty-nine position while they set out to devour each other's holes. Not an unusual configuration for them, since they'd made love many times to pass the lonely nights. They'd been connected from the moment their cutie marks manifested, and knew they'd one day marry the same stallion so they'd never be apart. As they feasted, their cutie marks shined brighter.

Ocellus widened her eyes when her 'cutie mark' illuminated too.

Shadow Haze leered with delight. “Looks like it worked! You're up, wench.” He slapped her ass, which made her yelp as it rippled. “And since you sold out your so-called friends, I think it's only fair you pay the price with your body!” The studs laughed and surrounded Ocellus, who they lifted onto another slab, and positioned her so that they could all drive their erect horsecocks into her fuckholes, Haze deep in her pussy, Gloom balls deep in her ass, Bane thrust into her throat.

Haze took care to not break his concentration, lest the blades fall on separate heads from lovely bodies. Of course, he'd never harm any of them permanently unless there was no other option, since they wanted them to carry their foals, but fear had momentarily made Ocellus overlook this.

Or perhaps part of her wanted to be punished further, after what she'd done?

Not that the three stallions concerned themselves much with that, as they hammered at their whore, watch her fake 'cutie mark' start to resonate with the twins', which in turn amplified all their pleasure, their minds all but melted with pleasure, reduced to shaken, squirty messes as the boys chortled and worked them over. Gaped wide fuckholes were see-sawed in-and-out of in a blur.

Palms rained down. Audible smacks of tits and asses echoed around the misty crypt.

The sisters smeared one-another's snouts and faces in their shared lust, which drenched their fur. They felt each other dive in, lick, suck, and penetrate their loveholes, and also felt the phantom horsecocks of the studs piston in-and-out without mercy, as they were stretched and split wide open. Whenever one of the three connected mares reached climax, the other two followed.

Eventually, the three brothers buried themselves with a last, brutish thrusts, and fired off into Ocellus. In the crystal mare shape, her belly swelled heavily with more fertile seed.

After they finished, they all pulled out at once with loud, wet pops. Gaped pink fuckholes oozed with cum, while Ocellus drooled with a mouthful of spunk, while more poured from her nostrils. They chortled and bumped fists, with more sharp spanks delivered to her tits and buttocks.

The three mares were passed out, overwhelmed by pleasure forced on them Shadow Haze floated away the ceremonial blades, which landed on a slab with a clank. “Give them a few minutes to rest, brothers. Then, we'll take these bitches for another ride, break 'em in until they love us.”

Their father had conquered many crystal mares in a similar way. Forced himself on them, offered them riches and pleasure, until over time he eroded their wills and made them happy to submit and serve his needs. At his height, King Sombra's harem was said to number in several hundreds, so many fertile mares he couldn't remember their names or faces, most left to lives of luxury.

Shadow Haze would have them all collared and chained, after he took the Crystal Empire throne!

A short time later, after the three mares stirred, Bane buried himself in Foal-Bearer's ass and Gloom in Wet Nurse's pussy, which they probed with slow, deep strokes, not mindful at all of the cum still packed into them. Perhaps they'd even mix their seeds, so they could father their foals as one!

While the pair of them pounded the bent over bitches, Haze sat on his slab and rested his palm atop the skull of Ocellus, which he forced to bob up-and-down to service his cum-soaked and feminine-lubricated shaft, as she tasted herself each time he swabbed her filled throat.

That hardly mattered to her. Her eyes watered, unable to shift back anymore.

“Suck it,” he demanded, as he balled a fist in her pastel pink mane, and she obeyed with sways of her titties each time she was lifted, then driven back down, her nipples perky in the cool air. She winked wetly on the floor which steamed from the small puddle, felt the phantom dicks buried inside her.

He found that over their short time here, more of their lost power returned. More warmth returned to their flesh, which hadn't atrophied due to alchemy and enchantments. “Time to experiment further,” he decided, his horn and hands lit up to work some simple necromancy.

Caskets rattled. Lids were thrown off with a crash. More preserved corpses rose, reanimated, some of them also their brothers that hadn't taken the preparations for their revival before they met their end, others close servants of the queen, a mixture of crystal stallions and mares. Garbs were torn from their bodies at Haze's mental command, little more than mindless flesh puppets he animated.

Wet Nurse whimpered, and peed herself a little while her pussy continued to be pounded, and the sensation forced Foal-Bearer and Ocellus to tinkle a little too while they were also bred. “Z-zombies...?” She visibly paled and froze up, her cunt clenched up hard around a cock inside it.

“They won't harm you,” purred Haze. “If you submit and obey.” At his mental manipulations, the reanimated meat descended on the mares, preserved in a manner so that the blood was able to rush back into their extremities, slaves to baser instincts as they drove their dicks into the unfilled fuckholes of the crystal mares. The rest rubbed cocks and tits all over them, or turned to fuck each other, a mass of clammy flesh which audible clapped as they drooled and moaned in the crypt.

Ghoulish horsecocks pounded into them, helped by Haze, Bane, and Gloom, who felt at home in the cold, dim burial chamber. Like their father, they delved into the dark arts for more power.

Rough hands molested their flesh, grabbed and pinched at it, while horsecocks were slapped all over them and their tips drooled slimy precum across their supple flesh. Multiple orgasms were pushed out of the crystal mares, Ocellus unable to call herself a changeling anymore after she'd stabilized into a form she feared would be permanent. Over-and-over, they were hammered without relent.

Shadow Haze smiled wickedly at his work. A small demonstration of his true power!

The mares lost track of how many times they were cummed in and on, as the zombie horde ran a train on them, no ruined hole left unfilled for more than a few seconds. By this point, their well-used orifices were pleasantly sore, trapped in a blissful feedback loop as they were used up.

Bane helped the zombies rail his chosen wench and asked, “Think their sperm still works?”

Gloom pounded ass while he answered, “Probably not! And no way their seed'll take over ours! Hrrrr~! Take it, bitch!” He'd already filled Wet Nurse's cunt, and now fired up her asshole.

Ocellus saw them as little more than barbarians, while her throat was also hosed down by spunk and her belly filled anew. But she wondered, with Chrysalis in charge, were the changelings all that different now? They'd steal away the mares, treat them like incubators, their wombs exploited...

“Gonna knock you up for sure bitch,” shouted Bane, Foal-Bearer seated in her lap while he also shot up into her birth canal, while a zombie clapped her buttcheeks and her head was titled to suck off another zombie, while more cocks and tits were rubbed all over her cum-soaked curves.

The twins, lost to a sea of pleasure, nonetheless held onto memories of each other. They refused to be broken, or to hate Ocellus, no matter how many thick horsecocks were forced into them.

“Go ahead,” lazily said Haze as he brushed his softened, wet cock across the smeared face of Ocellus. “Pulverize their pussies. A small taste of what we'll do, once Cadance is prostrated on her knees!”

The crypt doors creaked open. The three brothers snapped to attention. For a moment, the cadets who'd stepped in froze, as they never would've expected what they saw before them.

Midnight chuckled nervously. “Is this a bad time?” Suddenly, he wished they hadn't rushed in unarmed, their weapons taken from them when they'd been shuffled into the cafeteria.

Moonlight cried, “Foal-Bearer, Wet Nurse! They're the queen's personal maids! And...someone I don't know?” She didn't know who Ocellus was, now that she was trapped in this shape.

Lightning cried, “Who cares! They're the baddies, and we need to stop 'em!” In an electric blue blur of motion, she raced into the thick of it, her brother close behind her to rescue the mares.

“Fools!” Haze, who'd stood, raised a palm and unleashed a wave of darkness. The cadets barely evaded the blast, which collided with one of the statues, chunks of marble cast about. Before they could reach the brothers or the captured mares, he mentally ordered the meat puppets to block them. The cadets tried to zip around them, but they were too numerous, the crypt too cramped.

Chaos erupted in the confines, the brother-and-sister team forced to use their fists, feet, and plumes in an attempt to fend them off. Moonlight was thankful she always kept tools on her person in secret, small darts hidden within her bat wings, which she hurled open and released a bunch of darts on undead, careful not to hit any of her allies. The tips pricked into the flesh with subdued thunks.

Within seconds, a number of them slumped over, dosed with toxins that put them to sleep.

“Got ourselves a trickster,” said Shadow Bane, who marched forward, not mindful of his nakedness as his half-erect member bobbed. “Looks like you're about to become fuckmeat—ack...!”

A ceremonial blade sank into his wide, with a two-handed stab from Foal-Bearer. “Sister,” cried the older twin, which also spurred Wet Nurse into action, as she took up the other blade and swiped at Shadow Gloom, the tip raked across his chiseled chest in a small spatter of blood as he flinched.

Shadow Bane collapsed in a pool of his own blood and twitched. Shadow Gloom tried to tackle Wet Nurse, but the twins forced him back with more wild, two-handed swipes to put distance between them. Shadow Haze worked another spell...only for his eyes to widen when Ocellus pressed her nude body into his own, pressed her lips to his, a distraction while she willed herself to concentrate.

After they had been raped for hours, she collected all that lust, turned it back on the leader. She ached with unbelievably pain, pushed past her torments, as she shifted her teeth into a pair of small fangs and sank them into his lips when she kissed him. She injected aphrodisiac venom directly into his veins, made him shudder from an overdose, as she pulled away in threads of shared saliva.

He howled in ecstasy and dropped into a seizure, his horsecock painfully swelled from its erection, while he came-and-came volumes all over himself and the floor. The twins winced as they were hit with a few stray shots that fired all over their supple nude flesh, as they maintained their focus on Shadow Gloom, the last son of Sombra driven into a corner while more darts knocked out zombies.

Foal-Bearer kept her sword brandished at the mildly wounded stallion with her sister as she warned, “Nowhere left to run! One of your brothers has overdosed, another's about to bleed out!”

“What she said,” added Wet Nurse. “So, surrender, or else we'll have to finish you off!”

“Damn,” cursed Shadow Gloom, but like all the fanatical sons of Sombra, he refused to simply surrender. Most of the brothers would sooner attack to their last breath or throw themselves on their sword. Instead, his keen eye trailed to one of the few coffins that hadn't been opened. His horn lit up, as he weaved his hands and whispered a spell, despite the blades thrust near him.

A fist punched out of the lid, which snapped and tumbled off when the new zombie rose. The stallion seized Moonlight from behind, who yelped in surprise, as she was trapped in a headlock that choked out her breath, and his free hand tore the tank top, shorts, and panties off her like tissue paper. His erection pressed between her buns and throbbed, as his tip smeared her in precum.

“Looks like we have a standoff,” bellowed Shadow Gloom. “How about a trade? My brothers for your bitch! Otherwise, I'll let him crack her neck and have his way with her corpse!”

“You monster,” seethed Foal-Bearer, who nonetheless didn't drop her sword.

Wet Nurse asked, “Wh-what should we do?” Her hands shook as she, too, leveled her weapon.

The brother-and-sister shouted in unison, “Blitz 'em!” The pair of blurs rammed into the zombies, knocked him off balance and bowled him over. Moonlight stumbled in her boots with coughs while she steadied her balance, while Gloom attempted another spell, only to widen his eyes in surprise and choke up blood when he found a pair of swords driven deep into his stomach.

“I-I'm sorry!” Wet Nurse shook, her eyes moist as she skewered him. “You left us no choice...!”

“It's what you deserve,” said Foal-Bearer more coldly, as she nonetheless shared in her twin's tears. Gloom collapsed like his brothers, neutralized while he, too, started to bleed out.

Wet Nurse dropped her bloody blade with a clank. “Wh-what have we done? We have to-”

Foal-Bearer held her back. “Save them? No, you heard what they plan for the Crystal Empire!”

“B-but I'm a nurse! I took a vow to save lives, whoever they are!” Wet Nurse covered her face with both hands and broke down as she wept. Foal-Bearer dropped her blade, embraced her and cried, too. Ocellus also sniffled, as her 'cutie mark' continued to resonate with the sisters.

Midnight turned to his friend and asked, “Are you okay? And permanent harm?”

“Don't think so. Thank you,” said Moonlight to Lightning, who found a thin sheet and wrapped it around her naked form, her nipples painfully hard in the cold. “Too bad I'm all out of darts.”

Lightning said, “At least we saved the day here! Uh, such as it is.” Her face fell when she saw the mares they saved cry, which barely made it feel like a victory to the three cadets. “Guess we'd better take them somewhere safe, clean them up and let them rest. Once they're ready, of course.”

Wet Nurse wiped her face and with a sniffle said, “I-I'll treat any wounds when we're out of here.”

“Me too,” said Foal-Bearer, who'd inherited a few medical skills her sister had learned.

Wet Nurse trembled when she carefully approached the sons of Sombra, flanked by the cadets, her sister, and Ocellus to watch her back while she checked their bodies. “L-looks like they're all dead.”

“We have to be sure,” said Foal-Bearer. “After all, they came back before.”

Another voice carried from outside the crypt. “Looks like we'll have to burn their carcasses. Just to be sure.” Fiery Kickstart marched in, followed by a number of his men. “Sorry we're late. Guards and maids spotted and reported your movements, but they lost track of you, and we finally found you here. Everyone okay?” They nodded. “Good. Men, take them to shelter, I'll handle this.”

He immediately went to the twins, and his free hand touched their cheeks affectionately. “I'm so relieved to see you're safe. Ocellus, you're under arrest.” He nodded to one of his men, who approached and cuffed her hands behind her. “Watch out, remember, she's a shape-shifter.”

“She saved our lives,” reminded Foal-Bearer.

“It's her fault you almost lost them in the first place,” he countered. “Just look at the mess she's made. No, I can't take it easy on her. I'll see to it she's publicly executed,” he said bitterly.

“Please...have mercy on her!” Wet Nurse pressed her nakedness into him with sad eyes.

He balked a little, unable to deny the mares he adored. “I'll...consider it. For you two.” Gently he pushed past them, and with a snarl, arced down his blade, Shadow Haze's head separated from his carcass. The twins winced and turned away, unable to watch as he hacked the sons apart.

He wanted to set his blade ablaze and reduce them to ashes, but he wasn't about to smoke up the royal crypt, which had already been defiled. Over his shoulder he said, “Good work, cadets. But you'll still have to be disciplined later. There's a chain of command for a reason.”

“Sir!” The three cadets awkwardly snapped to attention and saluted his back.

Once his troopers led everyone away, Fiery stood in the dim crypt and contemplated what had happened. He feared the Umbra were still out there, in the darkest shadows, perhaps lost and trapped in the royal burial place forever, unable to claim any corpse that didn't match their own. To be certain, he hacked apart any body that remotely resembled Sombra's he found here.

Blood soaked his broadsword and armor. The mustard stallion huffed and ran a hand into sweaty, flame-like hair. Another threat from within, which incompetent rulers failed to deal with.

“Maybe this was inevitable,” he muttered. “Empires always fall in the end. Sombra wasn't completely mistaken. It takes an iron fist to rule a nation sometimes.” He balled up his free hand with a snarl. “What can anyone hope to accomplish, without power? Somehow, I have to master this flame!”

The three disembodied Umbra drifted in the burial mound, reduced to little more than phantoms.

Chapter 5

Queen Zafire Heart watched the invaders continually pour into the Crystal Empire from a distance, as they took what shelter they could find in the plains. “We're too late. Look.” The waved at a fissure in the torn up earth, where the swarm had emerged, with more pits marked all over the land. “I assume craters are all over the area for miles. My Amazons, keep a constant watchful eye.”

The centaur trotted up as Chezka asked, “What's our next move, my queen?”

Panna, the fawn, inquired, “Should we back them up? Or pick off the drones from a distance?”

“Neither,” decided Zafira. “At least, not yelp. Every Amazon is worth a dozen drones in battle, yet our numbers are far too low. No, the minotaurs have a civilization not far from here. We'll seek an audience with them, and hopefully, form an alliance to help retake the Crystal Empire. Follow me.”

They set out on another march. More holes were passed on their way there.

Bows were kept trained around the plains, while they moved under the cover of darkness, the shroud broken at times by the pale moon that peaked from the dark clouds. At least the rain hadn't reached them, but a small drizzle continued to weep all over the Crystal Empire. However, when they neared closer to minotaur territory, a slurry of mud filled some of the pits ahead.

Chezka cursed when a hoof slid in the mud. “There are swamps ahead. The minotaurs use them to help keep intruders out. We'll either have to pass them, or take a detour that will cost time.”

Cerise shuddered. “H-how deep are these swamps?”

Bellatrix smiled thinly. “Afraid to dirty yourself, princess? I could always carry you.”

“Maybe I can freeze the mud,” offered Beatrix, who took a stride forward. “Everyone, stay back!” With a wave of a hand and a lit up unicorn horn, she released a cold snap over the swampy lake ahead. The temperature dropped, the muck froze over, crystallized into a shiny, reflective surface.

She took the first, tentative step on a heel...and slipped with a yelp, as her mostly bare butt slid across the surface. “Ouch, ouch, ouch! Cold, cold, cold!” She rose to her knees, thankful for her boots. With a blush she admitted, “Guess I really didn't think ahead, heehee!”

“We'll have to move slowly,” said Zafire, undeterred.

Chezka hunched down and offered, “Climb aboard, princess. You too, Panna.”

“Thank you,” said Cerise with a bow, as she and the fawn mounted the centaur. Usually, she only allowed her closest companions to 'ride' her since anyone else was considered an insult to her race, but she reasoned the princess wasn't used to all this physical labor and took pity on her.

They were forced to cross slowly, so no one slipped. Bellatrix offered her shoulder for support, the she-devil's claws able to stab into the ice to maintain her balance. Most of the Amazons wore boots, which provided them traction. Chezka kept her bow ready, and her pointed ears twitched, aware that were a swarm to locate and assail them, they would be rendered vulnerable.

Step-by-step, they inched their way closer to the other side. Bellatrix estimated that the muck went over a couple dozen feet down at the deepest point, where they would've been forced to swim in it. Keen eyes were able to make out a few bones far below, where other travelers had drowned.

“Almost there,” murmured Cerise, who stared ahead.

“Let's hope no one waits on the other side,” said Panna, who sat behind her. The fawn wished she could play her ocarina to ease the tensions, but she dared not risk enemies would be drawn to them. A crescent moon-shaped hairpiece reflected the moon's rays as her sharp ears twitched.

Chezka sensed it, too, and stopped. She hissed under her breath, “Someone's at the bank.”

“Demons,” snarled Bellatrix, who also spotted drones that had been warped by the dark arts into monstrosities, reduced to little more than feral mutants. They started to skitter at the frozen lake, whereupon the she-demon summoned hellfire and brimstone, while the Amazon archers fired.

“Behind me,” shouted Zafire, whose own horn lit as she summoned up a wide sword taller than her.

Drones shrieked when they tanked dozens of arrows. A few of them fell, but a mass swarm poured out from a crater far up ahead, a black mass that threatened to swarm onto the ice swamp and overwhelm them. Worse still, Beatrix realized, is that their combined weight would likely shatter the ice, and sink them into the mud that hadn't frozen below, where they'd be trapped and picked off. With help from the unicorn horn wand, she helped blast away the invasion force.

“Too many,” she shouted. “I spent lots of my reserves on that ice stunt! I'm still too weak!”

Bellatrix sailed above the swarm, rained hellfire and brimstone down on the masses, in her attempt to draw attention to her instead. Unfortunately, the drones were a hivemind, dead set on the Amazons which they sensed could be bred with. Over-and-over, she desperately torched them.

Fractures spread when insects poured onto the surface. Audible cracks sounded.

Softly, Cerise hopped off the centaur's back and touched down on her tippy-toe. “I-I have an idea! It's far-fetched, but trust me! You'll have to protect me until I'm finished!” With a deep blush, she closed her eyes, raised her arms, and started to dance across the icy lake surface.

Chezka pulled arrows from her quiver and fired into the skulls of drones. “Are you mad?”

“Wait,” said Panna, who hurled knives into the swarm, a few bodies bunched up which the creatures climbed over. “I can sense a certain...mysticism she's attuned to? Look at her cutie mark!”

The heart-shaped, half-eclipsed cutie mark was partially visible from Cerise's booty shorts. It shimmered when she drew upon its power, and deftly weaved amidst her dance steps. Eyes all over were drawn to her, the swarm included, whose movements started to slow when, in Cerise's own take on 'The Dance of a Thousand Veils' she'd read about, started to remove her top.

In a whirl of her hot pink mane, she let her charcoal-colored, medium-sized breasts flop out, each topped by wide pink nipples. Lost in a trance when she worked her special power, she then shimmied her hips, and scooted down her booty shorts, as she bared the rest of herself to them.

“Don't look,” tried to warn Beatrix, but she too found herself entranced by her movements, and even the swarm had come to a complete stop, as they drooled over her bared flesh with alien chirps.

Bella couldn't turn a blind eye, either. “How does she do that?”

Zafira, more ancient and iron-willed than even Bellatrix was the only one present that found herself able to resist the trance, despite how delectable she found the denuded princess. Her movements were nonetheless sluggish, but she made forced strides forward, her two-handed sword at the ready, determined to strike down every last drone before the icy lake caved in around them.

Instead, when she reached near Cerise, she felt an unnatural pull towards her. The alicorn Amazon Queen had a secret unknown to outsiders from the tribe, and under a loincloth that draped to her nakles, she felt her horsecock stiffen and bob, already slick as on instinct, she dropped her blade and tore off her attire, to reveal a toned yet shapely mare, statuesque, her testicles also heavy.

“I want you,” she snarled at the princess, lost in unheard music as her breasts and buttocks swayed.

Cerise couldn't hear her, like she was trapped in another world. No one else found themselves able to move, entranced, but sleepily she opened her soulful, hot pink eyes as her lashes fluttered. Her own instincts drew her to the virile 'stud' of a mare, as she crushed her supple body to her.

“I-I can't stop,” murmured the princess sleepily. “Or the monsters will overtake us...”

“I can handle any monster,” snarled Zafira, as one of her firm palms cupped Cerise's black buttock, squeeze around the flesh that pinched between her fingers when she sank into a heart-shaped ass where a cutie mark continued to shimmer, while her maw latched onto a titty and suckled hard.

“A-Ah...~!” Cerise cast back her head with a moan and felt Zafira's cock slap on her belly. Both of them driven by a rut-lust after the dance, she desperately wanted the oversized tool deep inside her!

Unfortunately, the distraction slowly allowed the swarm to reawaken by the moment.

Zafire Heart found herself blinded by instinct, as the trance awakened a part of herself she usually kept contained. “I used to be able to awaken hidden powers in those I sexually claimed,” she whispered huskily, as she continued to play with the princess' buttcheeks and melons. “Maybe I can enhance your power, once I've claimed you! Or at least put a foal in you! You're royalty! Worthy!”

With hazy eyes Cerise's pussy winked wetly, her nipples stiff. “Y-yes! Take me, please...!” Joyful tears dripped from her eyes, as she wrapped her limbs around Zafire, ready to be mounted and bred. She squealed happily when the oversized tip probed at her squishy slit. “Hurry, put your foals in me...!”

Grunts escaped Zafire when she reared back, thrust, and impaled the smaller mare on her horsecock. The first push pierced past her cervix, into her womb, which she claimed with a hiss of satisfaction. A bulge appeared across Cerise's belly when the Amazon Queen started to fuck her, with slow humps at first, then faster, as Cerise's arced her breasts, emphasized as pinkt-ipped orbs bounced wildly.

Bellatrix shouted, “Wake up!” Yet she, too, found her movements still impaired. Like they were all still entrance even after the princess halted her dance, the drones included. She found herself forced to land, and almost crashed into one of the trees ahead on her way down to the bank.

Web-like tendrils fired from the open maws of the pony-insect mutants, which wrapped around the Amazons, and were dragged from the frozen riverbed onto the shore. None of them were able to resist the pull, the drones, who'd been on the attack, now lost to their need to mate.

Beatrix's head swam as she, too, was bound up and drawn by thick, malleable strands. She comforted herself with the idea that they wouldn't eat them in this state...but there was always a chance they'd fuck them to death, which made her shiver as a drone peeled her costume away. Her buxom breasts bounced out, each titty latched onto by drones which sucked hard on them.

“Ow! You're supposed to start slow!” Yet her wet pussy offered an enthusiastic, masochistic wink.

“Goddamn...monster...!” Chezka felt one climb onto her back and force her down while it mounted her. Multiple mandibles unlatched her armor, torn away to let her own heavy set of breasts sway loose, while its bizarre, stallion-insect hybrid cock forced itself deep into her horsey cunt.

Pinned beneath it, she blushed and panted while her tone, voluminous horsecheeks were clapped. Its tool was oversized compared to most females here, yet suited a centaur perfectly.

Panna found cobwebs swirled around her deer hooves, the fawn pulled upside-down over a tree limb. The mantis-like hybrid scythe into her outfit, stripped her bare as her suspended, medium-sized breasts spilled free with a bounce, as it forced its alien cock down her filled throat.

She closed her eyes with a muffled cry when she nearly choked on its shaft, while another drone flew up, and drove its own member into her puffy cunt, where it started to pump in-and-out.

Part of the frozen swamp cratered with a loud crash. A few over-eager drones sank into the muck below, some of them unable to wiggle free as they drifted to the bottom, where they'd soon suffocate as some of them breathed through holes in their limbs which were now filled with muck, but others drew more Amazons to the shores, where they too were stripped and ravished.

Bellatrix tried to call on her hellfire, with no results. She hissed when a number of the swarm surrounded her, betrayed by her body as their presence and the effect of the dance left her overwhelmed with a sex demon's lust. She resisted her instincts, as her statuesque beauty submitted on its own, her scanty leather bikini torn away by her claws as she presented herself on all fours.

A sharp, furious cry was cut off then three of them took her at once, their monstrous cocks slammed deep into all her fuckable holes. Clammy spittle ran down her back as they took her.

One of the few upsides were that Zafira's and Cerise's union were momentarily overlooked by the swarm, who contented themselves with the breedable numbers of Amazons. The Amazon Queen now pounded the princess sideways, then after a while bent her over, to clap those charcoal buns.

Cerise raised her hot pink tail in submission, soaked by her slit in her lustful excretions. Her breasts swung below with each thrust, one of them fondled by Zafira, who snarled while she railed her. All the while, the princess moaned and mewled, as she smacked back her bouncy ass to meet her humps.

With what awareness still remained, Beatrix tried to work another spell, which fizzled out on her horn while she found all her holes stuffed. Would they pump them full of eggs? Just fill them with cum like most creatures? She shuddered to think what the results would be when they finished!

Her question was answered when the first loads were fired off deep inside them. From what she knew, usually the queen produced the clutches, which these drones were meant to inseminate?

Cerise cried out and squirted on Zafira's crotch when she too pumped her full, until the princess felt her stomach swell beneath her, like the way her breasts were suspended. A number of the Amazons and her friends came to, pumped full of chemicals by the drones that erupted into their cores.

“D-don't stop,” pleaded Cerise in a murmur. “I want more~!” Her cutie mark's power continued to spiral out-of-control, everyone partially entranced while Zafire kissed and fucked her some more.

Beatrix yelped when she was pulled towards a pit, and rolled in with a number of other denuded Amazons, Panna and Chezka included, as cumshots started to rain down on them. Numbers from the swarm reared up, and stroked themselves off with multiple limbs as they pulsed and cummed.

Thick dollops of spunk sluiced into the fissure, the stacked and partially paralyzed Amazons forced to bathe in it. Beatrix tried to make sense of it, her eyes widened with realization, which she was forced to close when thick spunk spattered all over her face and dripped into her open mouth.

They wanted to make sure they were all inseminated! To bathe and practically drown them in cum! More-and-more cum rained into the hole, Beatrix surprised at how much each drone contained!

Chezka and panna choked and vomited up an excess of cum. The centaur bitterly snarled, “Is this how the proud Amazons are about to die? Throw into some pit, where we drown in our enemy's seed?” By now, she practically had to wade into the payloads that drenched her heavy titties.

“N-not until I find my brother,” lamented Panna, as more payloads slapped in her hair and all over her face. She tried to wipe it away, but only smeared it into her skin as they were painted head-to-toe. The fissure constantly filled with more dollops of cum, until they all but swam in a cumpool.

Bellatrix strained between the three drones that triple-penetrated her, reminded of another lifetime spent inside the Necronomicon, with its infinite dimensions where she'd been little more than a wild animal while she'd battled demons daily to survive. Whenever she'd lost, they'd forced themselves on her...yet she'd risen up more powerful as a result, slain and eaten them to survive!

She'd been freed from the dark tome by the Sombra of Beatrix's Equestria, the succubus brainwashed into his servant and lover. But Beatrix freed her from that fate, adopted her like a sister and made her self-aware, and for that, Bellatrix was forever loyal to her. She had to save her...!

Hope swelled in her heart when a war horn sounded. Bootsteps trampled the earth, which quaked.

A war hammer smashed a drone to a pulp. An axe lopped off the head of another.

Sanity returned to the Amazon Queen, who dropped the cum-filled princess. “Minotaurs,” whispered Zafira, as the cutie mark on Cerise's haunches finally went dormant. She squatted beside Cerise and murmured, “You bought us time until they arrived. Thank you.” She patted her bare butt. Cerise mewled in appreciation, her face a deep red while she continued to ooze out her seed.

“Form on me,” ordered Moon Hammer. “Don't let any of the swarm escape!”

“Understood,” shouted his men, his second-in-command Redrum included. The bull in question carved his axe into more of the enemies, their colorless blood a contrast to the usual red kind which once stained the older war veteran and had earned him the name he currently went by.

A stampede of bull warriors, most in heavy armor, rushed onto the battlefield. The hivemind of the swarm rendered them disoriented, and easy to pick off, as they were offered no quarter.

Zafire was back on her feet, as was Bellatrix, while they carved up and torched the monstrosities. These mutants were so infused with the dark arts that their minds were lost forever. “Fire appears to be very effective,” noted Bellatrix, as she torched their foes and watched them blacken and curl up.

The Amazon Queen nodded, as her horn launched its own fireballs which enveloped and roasted drones, while a broadsword that stood taller than her arced down with both toned arms and split the monstrosity in half. Gushes of colorless blood exploded from its ruptured frame.

Cerise recovered her scant clothes, took up her spear, and helped down the drones, which she told herself were no more than monsters, that she didn't need to feel bad about what they had to do. Likewise, with a hand wave Beatrix removed the cum that soaked her and the closest Amazons to her, Chezka and Panna included, as they too recovered their weapons and entered the fray.

When Beatrix noticed all her allies had escaped the frozen swamp, this time with the aid of the unicorn wand left in her care she unleashed a barrage of furious flame from the instrument, which shined and heated up in her palm. She treated it like a flamethrower, sweeped back-and-forth, as the inferno melted the lake and set the mud aflame, as it swallowed up a ton of their enemies.

“Owie! Hot-hot-hot!” She tossed the horn aside, which radiated a deep red.

“It's over,” said Redrum, while they finished off the last of the monsters. “Any casualties?”

“Only a few minor wounds,” said Moon Hammer. “We were lucky. Are you the Amazon Queen?”

“I am,” replied Zafire Heart. “We came to seek temporary sanctuary in your territory, and to seek an alliance. But we should discuss that later. Can we follow you back to your home?”

Moon Hammer nodded and said, “I'll lead the way. Men, support the wounded.” He added in a muted whisper, “But remember the Amazons have their pride, so don't condescend to them.”

“I can hear you,” teased Chezka with a twitch of her sharp ear and a thin smile. More bitterly she added, “We'd better not be knocked up. Surely our potions can counter their seed?”

“I'll brew us up lots of potions,” said Panna as they walked. “Plenty of materials out in the wild.” Since she also served as a medicine woman for the tribe, she collected more herbs in her pouch.

Cadance blushed and looked away from the Amazon Queen when they walked the path home. “Let's pretend that didn't happen, please? I'm already promised to someone I hope to wed!”

“Neither of us were in our right state of mind,” answered Zafira with a chuckle. “But I wouldn't mind another round with you, cupcake, if you're future husband's ever up for it.” She delivered a playful, farewell swat on Cerise's bottom, which made her squeak as she was sent ahead on the path.

While they headed there, and Beatrix stared at her cooled down wand, she noticed cracks in it.

“I can probably fix that,” offered Moon Hammer helpfully.

“Thanks! Um, Moon Hammer, do you remember me?” She perked up hopefully.

The minotaur's brow furrowed. “I'm afraid not. But some of our memories were scrambled when we crossed over to this Equestria, so I suppose it's possible we've met before, miss...?”

“Beatrix Belladonna.” She shook his hand. What she didn't share was another theory, that like with Zafire Heart, they'd met out-of-order due to whatever affected her portal. She tried not to dwell on it, fearful that she'd cause a series of paradoxes that compounded into a full-on disaster!

Cerise tried to add helpfully, “Bea invited you to my wedding, which was supposed to be soon!”

“Doesn't ring a bell,” he replied with a shrug of heavy shoulders. “But congratulations, I'm sure your the future husband is a lucky stallion. We can talk about it when we're home, rested, and well-fed.”

“I'll provide the drinks. Redrum,” introduced the bull to them. “On the house, of course, to celebrate.” Cheers erupted from the other minotaurs around the red-furred warrior.

A short trip later, and they arrived at the villa, where the chieftain welcomed them inside.

*****

“....quite a story,” confessed Moon Hammer, who'd taken them to Redrum's local bar. “I know it's not much, but feel free to settle in. I'll have beds prepared for everyone. Naturally, some of you will have to double up, since space here is limited and I can't ask my people to put themselves out. They're already upset we're trapped here.” He nodded to Redrum to refill his tankard.

Redrum, in his bartender attire, went around the tables and refilled drinks. “Excuse the lack of better hospitality. I usually don't have this many customers in this cozy little villa.”

“The accommodations are fine,” reassured Zafira, who drank her fill. “And I can't complain about the entertainment, either.” She listened to a record that played, and watched holstaurs pass by the windows and peek in, curious, the Amazon Queen's eyes drawn to their bikini-clad assets.

In particular, she took in Creamy Canyons and Milky Mountains, who volunteered to help play barmaids for their visitors. The interior was absolutely packed, and drowned out by chatter all around them. While Beatrix explained much about them, she decided to keep a few cards close.

Like Zafire Heart, she'd first encountered Moon Hammer on that nudist paradise planet, Eden. Were her suspicions true, to reach Eden one needed to die first. Was this Equestria doomed?

She was an exception, of course, since she'd accidentally traveled there by way of her portals!

“...an alliance would indeed benefit us both,” admitted Moon Hammer while they all talked.

Zafira read between the lines. “But your numbers are limited. I understand. It's a dilemma we Amazons also face. However, for the moment we're all trapped here, and Queen Chrysalis won't stop until we're all wiped out. Better, I think, to back the Crystal Empire now rather than later.”

With another drink, Moon Hammer then said, “You'll have an answer when dawn breaks.”

Redrum called from behind the bar counter, “What he means is relax and drink up. Creamy, Milky, maybe you can put on a dance for everyone? Since we have limited options for entertainment.”

Zafira turned to Cerise. “Princess, will you also dance for us?”

“M-me? Well, I do love to dance, but...” Cerise blushed darkly, reminded that a couple hours before most of them had seen her completely naked. “Eer, I don't mind, but I don't have a costume!”

“That's no problem,” teased Creamy, who fetched a spare cow print bikini.

Cerise quirked an eyebrow. “Seriously? It's not even anywhere near my size! How am I supposed-”

“We can shrink it,” added Milky cheerily. “What are your measurements?”

“Um...” Cerise whispered her sizes into their ears. The two cow women nodded, and hurried off to make adjustments in the back. The princess took a breather as she sat back and exhaled. “Bea, I don't really understand how my powers work. Just that I want to be useful to you.”

“You have been,” said Beatrix with a wink.

Cerise rested on her arms across the table. “Don't Patronize me. I have a lot to learn.”

“I'll help out with that,” reassured Bellatrix. “We'll need everyone's help to survive this mess.”

A short time later, Creamy and Milky returned with a modified cow print bikini, which matched Cerise's medium-sized breasts and a similar set of hips and butt to match. Reluctantly, she took the costume, but turned her nose up at the collar with a cowbell and a hairband with cow horns. “No way! Uh-uh! No offense, but I'm a mare, not a cow! My breasts aren't even full of, um...”

“Milk?” A titter escaped Milky. “You're about to be married soon, yes? Then you can have a baby!”

“I doubt she's planned that far ahead,” replied Creamy. “Come on, please wear them all? It'll make all the boys happy, trust me, honey. Maybe we can find some way to make it worth your while?”

Groans escaped Cerise when she stood and took the other pieces. “Fine, I'll do it! Lead me to the back so I can slip into this, okay?” She followed the pair of holstaurs into the backrooms.

Another short while later they returned. Cerise took tentative steps out into the open, her head bowed, and a collar with a cowbell around her neck, which matched an incredibly slim cow print bikini that left most of her exposed. She muttered, “I'd almost prefer to dance naked. Almost.”

“You look cute as always,” teased Bea with another wink.

“Indeed,” said Bellatrix sincerely. “How about a dance on the bar counter? Or a table?”

“Sure,” said Cerise, who perked up. “But first, I'll need some suitable music to set the mood!” While she didn't know any of the tracks on the record, she set it to the most upbeat piece she could find.

She looked to Redrum for permission, and after he nodded, the dancing princess hopped onto the bar counter and started moving to the rhythm. Glasses were raised and cheers resounded, as Creamy and Milky also climbed atop tables to dance, albeit they were more amateurish by comparison.

Beatrix whistled and called, “Whoohoo~!”

Cerise smiled back at her, and winked at the crowd as her hot pink mane and tail whirled around her with each pirouette. Her assets shook in her scanty attire like the cow women, and threatened to fall out while she whirled faster-and-faster with deft steps to the cheery, fast-paced music.

Seated by her sister, Bellatrix mused, “She's matured quite a bit in a short time.”

“All thanks to me,” said Beatrix with a titter.

“Mmmm,” replied Bella dubiously. “Perhaps she can help you mature a little, too.”

“Hey! You don't have to be honest!” Beatrix usually wasn't one to drink, but she downed another cup of tea mixed with some liquor. “Makes me wanna stand up and dance, too!”

“Go for it. I'm sure all the beefcakes here wouldn't mind.” Bella sipped at her own teacup.

As an illusionist, Beatrix had learned many spells from her mother Trixie, who'd trained her from foalhood to help with their shows on the road. With a hand wave, she altered her malleable costume at will, and mimicked a cow print bikini of her own complete with a collar, cowbell, and a hairband with tiny cow horns in place of the usual witch hat she'd received from her mom.

Yet she kept her usual fingerless gloves that came to her upper arms, and high-thighed heeled boots, albeit also with a cow-spotted pattern when she, too, leaped onto the counter by Cerise. She playfully hip checked her, and the princess returned the favor to more claps and whistles.

That night, the inns would be packed to the brim, until morning came and choices were made.

*****

Chrysalis led the rest of her amassed invasion force into the Crystal Empire. Alongside them were the cult, who constantly bombarded the barrier with beams from unicorn horn wands, the shield shrank over time under the constant impacts. “At last,” she announced with a stride of her wide hips. “They're all trapped like vermin in the Crystal Palace! We can tunnel our way inside!”

Trixie floated next to her and reminded, “That will take hours, to break apart solid rock!”

The queen planted a hand on her hip. “You have a better idea?”

“Actually, I do. We can mutate more hybrids built specifically for this purpose,” boasted Trixie, as Lavender and Fuchsia nodded beside the robed witch. “Think creatures similar to rhinoceros beetles, dumb brutes that will labor endlessly until they expire! Of course, it requires sacrifice-”

“Acceptable losses,” dismissed Chrysalis with a hand wave. “Get it done.”

“Mistress,” said the three mares with a shared bow of deference, before they headed off.

Chrysalis curled her lip. She hadn't heard from Ocellus in some time. Had her betrayal been uncovered? Was she still alive? Did it matter, now that her part had been played in this drama?

Several minutes later, the trio of witches returned with the hulk-like rhinoceros beetles, their bodies warped and expanded by the blackest of magics. “Pulverize the earth and dig us a tunnel into the palace!” Grunts answered the queen's orders, as their pinchers slammed into the marble.

“They can only follow simple commands,” reminded Trixie. Jackhammer-like sounds and vibrations that shook the area filled the air around them, as the beetles were a blur as they tore apart marble.

The four of them wandered away from the noise as Fuchsia added, “We can turn your minions into all kinds of hybrids! Think of any insect or arachnid, and it can be weaponized!”

“The sole downside is they'll be dim-witted and have short lifespans,” explained Lavender.

“A useful trade off,” mused Chrysalis. “Are these hybrids able to breed?”

“Yes,” said Trixie. “But their spawn will also be retarded and have limited lifespans. And since whatever an incubator births from these creatures will be oversized, they may not survive!”

“A shame,” replied the queen, lost in thought. “I prefer to leave the mares alive, so they can continue to pump out more of my swarm until they're no longer able. My army may be able to conquer this continent, but I'll need many times more to take the rest of Equestria!”

Part of her wanted to tear down the Crystal Palace, a symbol of Cadance's hubris, where she could build a hive atop the Crystal Empire. Instead, she would rule over it, like the usurper Sombra had, and her mind already raced with all the possibilities, once she stamped the queen under her heel!

Over time, the beetles tunneled ever deeper, able to sense their destination while they worked in the darkness. They burrowed through the weakest points in the roads, into the sealed off sewage systems below, where the sewers connected with the Crystal Palace. Rocks and marble crumbled to dust amidst the rapid vibrations of pinchers, as dense dust clouds trailed behind the shelled beasts.

In their thick, natural armor, they were nearly impenetrable, and took not notice when sections caved in and smashed harmlessly off the metallic sheen of their surfaces. Nor did they mind the stink of the sewage, even when they were forced to swim through it. Eventually, the half-a-dozen of the mutant hulks carved their way into the very bottom of the Crystal Palace...the royal crypt.

The area had been sealed off, but was still a mess since Fiery and his men were busy with more pressing concerns, the interior still drenched in bloodstains, with chopped off pieces of corpses scattered about and a few blackened burn marks. The rhino beetles skittered towards the door.

The trinity of Umbra bound to the shadows here spotted their chance. Usually, they required flesh similar to their own to possess or the subject they took hold of could expire, and possibly scatter their consciousness to the ether with them, but they could sense the darkness in these brutes...

Clouds of inky black wisps swirled into the orifices of three beetles, which shook and lurched awkwardly. Shadow Haze, Shadow Bane, and Shadow Gloom struggled to adjust to these new, clumsy forms, broken from the hive mind as the other three rhinoceros beetles smashed into the reinforced doors. Shadow Haze was the first able to force broken words from the primitive vocal cords of his possessed mutant. “Noise...will call...reinforcements...must hide...brothers...”

Shadow Bane replied, “What...do...? Stand and fight...?”

With a twitch of his pincers Shadow Gloom said, “Too many...do as Haze says...”

The moment the walls collapsed amidst a small earthquake, the three beetles ahead swarmed into the palace, where they were immediately met with resistance by the soldiers nearby. Blades harmlessly deflected in showers of sparks off metallic carapaces, the stallions barely able to voice screams before the rapid-speed vibrations of pinchers reduced them to bloody mush on the walls.

Haze, Bane, and Gloom used the distraction bought by the other mutants to scurry away from the scene. Unfortunately, wherever they looked, more soldiers and maids awaited them.

With no clear place to hide, Haze was almost tempted to doubleback and follow the tunnels made by the other beasts, but knew that would lead them directly into the army outside.

Instead, after a slow, methodical search later, the trio found a place which appeared to be empty, the locker rooms which the maids used. They barreled their way inside, into the shower rooms where their steps echoed amidst multiple limbs, which they used to turn on the shower heads.

Steamy water washed away the sewer stink, which drizzled down the drains.

Haze twitched his antenna and told them, “Must..practice...master...new bodies...”

His brothers nodded. While the war efforts above carried on, the three of them would seek to refine their slurred speech, and the bumble of their movements, aware from what they'd seen from their fellow mutants that they could tank most of what was thrown at them.

However, Shadow Haze theorized things like magic would still be a problem, since it could bend the rules of reality, and possibly pierce even these harder-than-steel hides were the mystics that wielded it suitably potent. He decided it better not to test that, until they uncovered their limitations.

Bane stroked himself, a massive, mutant member in one mandible. “Equipment...still works...”

“Too risky,” said Gloom, aware of what he had in mind, but Bane already stalked off. While this section was usually empty, he knew a maid would likely come eventually to use the toilets.

Twenty minutes later, and his patience was answered. A crystal earth pony mare wandered alone, with tentative steps, as she called to a guardstallion around the corner, “I'll only be a few minutes! I need to freshen up, we can catch up then!” She was a pale shade of blue, with violet locks that ended in curls, and a fairly plush frame in her uniform which made Bane drool in anticipation.

With a click of heels, she neared the locker rooms, blissfully unaware of what awaited.

The moment she entered the interior, Bane lurched at the mare and seized her in his mandibles. She screamed bloody murder, as one of the limbs closed over her mouth. “Quiet...or kill...” Tears leaked down her cheeks, and she nodded rapidly, but her screech carried down the hallway.

Boots stomped on the reflective floors, the armored stallion's sword already drawn and his face drawn in concern. “Autumn Gem? I'm on my way, hold on my sweet! I'll save you~!”

The would-be hero rounded into the locker room...only for pinchers to snap closed around his head. Autumn, splattered in blood as her would-be lover's head toppled off before, screamed even louder than before as she went pale and fainted into the mandibles of Bane. The stallion's headless body crumpled, but Bane paid little attention, as his mandibles impatiently tore off her uniform.

Haze stomped past them and checked the hallway. “All clear...the couple were alone...”

“Must share...” Gloom drooled at their prize, breasts freed with a pendulous swing when her bra was torn off, and likewise her sizable ass and taut pussy when her panties were shredded, too.

With no time to waste, the brothers took the unconscious mare here. They were forced to drive themselves into her holes slowly, so they wouldn't rupture her with their bulks, Autumn Gem sandwiched between them like a soft, pliable marshmallow while they drove into her.

“Careful,” said Gloom, as the use of their vocal cords became more natural. “No harm. Bear foals.” His mandibles spread her buttcheeks, as he couldn't probe too deeply into her asshole.

Bane had staked his claim on her cunt, which had already been wet with anticipation of when she and the stallion he'd killed would make love, whereupon he asked, “We compatible?”

“Find out,” said Haze, who also only dared push so far into her mouth. It was far from the most satisfaction they'd felt, since they needed to take extra care not to cripple the mare between them, but they found a slow, steady rhythm, as they sucked on her tits and played with her buttocks.

“Bigger isn't always better,” lamented Bane, unsatisfied since the oversized equipment of this mutant couldn't even fit halfway into the mare's cunt, let-alone the holes his brothers claimed.

“A hole's a hole,” reminded Gloom, who could do little more than swirl his tip in her rectum.

“Already close,” said Haze, as despite the minimum stimulation they could achieve with the tenderness they were forced to treat the mare with, these creatures had never ejaculated once in their lives and proved a quickshot. “Brothers, pull out! For the mare's safety!”

With disappointment, Bane and Gloom obeyed, thankful that they had with the sudden bursts of cum the three of them absolutely doused her in. Haze feared she would've popped under the sheer pressure and volume of their loads, which instead painted her head-to-toe in warm, virile spunk.

Their mandibles spread her puffy pink pony pussy open, the walls slimy with threads of her liquid lust as her cervix pulsed while she winked, worked up by the invasions of their cocks even while she slept and the attention paid to her breasts and buns. Their limbs scooped up their cum, mashed it softly into her birth canal in a slurry mixture they hoped would inseminate their breeder.

They carried the mare to the shower room, allowed their combined seeds to settle inside her, and attempted to hide the evidence of the slain stallion. While it was a simple matter to remove the body and head, the thick streak of blood which pooled across the floor was another matter.

Bane asked, “What to do with corpse?”

Haze answered, “Share and eat. Need fuel for possible battles ahead.” The three mutants descended on the headless carcass, picked the flesh clean, and spat out pieces of metal and bone.
While their digestive systems could probably break down even the sturdiest metals, they decided not to risk their possible stomach aches, with the rest oif the stallion's blood and viscera washed down the drains. These creatures were so mutated by darkness, they felt like their natural homes.

And while all this had happened, their fellow creatures were on a rampage throughout the Crystal Palace, able to tear through any guards that dared attack them with ease as their pincers vibrated and chopped at them, but by instinct they avoided any harm to potential breeders like the mares. Fiery Kickstart, not far from the bloody scene, rushed back to support his men.

“Behind me,” the mustard-colored swordsman shouted, as he relied on a trick he'd hoped to keep secret to most, and believed now was the time. With a flick of his wrist, he set the broadsword ablaze, and torched the closest rhino beetle to him. The brute howled aline sounds, immolated, unknown to Fiery that his flame harbored mystic properties that enhanced its considerable power.

This time, instinct drove the other two mutants to retreat down a bloodied hallway.

“Leave this to me,” he demanded. “Guide bystanders to safety, and do not engage any creatures like this unless circumstances absolutely demand it! Do you understand me?” They saluted and confirmed they'd obey, while he thundered ahead, to hunt more invaders into their home.

Flames reflected off his armor and muscled physique when he sailed down the halls.

Where had they come from? Were more already on the way? He rapidly felt the loss of control, his fellow 'Swords' busy as the last possible defense should the throne room be disturbed.

All these riches, wasted on luxuries, when they should have been spent to reinforce their military!

Yet his heart raced with an appreciation for the softer side of the Crystal Empire that the twins helped awaken in him, which he believed lost after Snowy Blizzard rejected him so long ago. Foal-Bearer and Wet Nurse were beautiful, compassionate, and tender, all he desired in a mare...

Eventually, he spotted a second mutant, which tunneled at a palace wall. This one, too, he set ablaze and watched it squirm while its insides cooked, until it smoked, curled up, and perished.

Yet the damage had been done. The structure was weakened, and the moment the shield receded even a few more feet, any assault on it would cause its collapse and allow the enemy to pour in.

“Damn!” Aware he could do little here to prevent the inevitable, he instead turned and continued his hunt for the last known beetle. He found it on a level above, where more troops attempted to hold it at bay, forced into defensive tactics while it demolished columns carved of crystal.

“Keep your distance,” he shouted at them. “It's vulnerable to fire, but I'll have to smoke the place out to deal with it, so be ready!” This monster, too, he set on fire, careful to control the blaze.

Around the defeated beetle, the maids rushed in pails of water and tossed them onto the charred and blackened carpets. Fortunately, the fires couldn't spread to the mostly crystalline interior.

“That's the last one I know of,” he informed them as they moved away from the smokey area. “Men, form a search party, to make sure there aren't any more, but should you see one fetch me at once!” While he didn't understand how he was able to call on his inner flame, he'd discovered he could mentally control it to an extent with his will, which could also be used to snuff it out.

He kept a bottle of oil on his belt at all times, which he soaked his sword in to help it catch fire. The 'Second Sword' always told his men to be prepared, and tried to practice what he preached.

Still, he had to admit it was doubtful the rulers could've prepared for all of this...

Chapter 6

The shield projected by Shining Armor finally crumbled, with a sound like shattered glass which reverberated across the Crystal Empire. Queen Chrysalis wasted no time, as she led the charge into the Crystal Palace, the damaged wall at the front easily collapsed under brute force. Likewise, more of her swarm followed the tunnels made earlier, to spill in from another direction. Wings buzzed when more of the oversized insects swooped in from above, a few stray maids snatched and carried off amidst screams, while Fiery Kickstart and his military branch launched a counter-offensive.

Within the throne room, a sweat-soaked Shining collapsed unconscious on his throne. “Protect the queen,” reminded Thunder Storm, who planted what he hoped wasn't a farewell kiss on his wife's cheek. She shot him a concerned look, and kissed his cheek in return for luck as he left.

Night Blade also embraced his wife, Moonflower. He said, “Fare you well, my beloved.”

“And you,” she replied, as she removed a flower of her namesake from her mane and planted it on his breastplate like a brooch. Know that your daughter and I are ever proud of you, my love.”

Cadance wanted to follow her 'Swords' into battle. Yet she refused to leave her husband alone. Again, she considered escape was possible by way of teleportation...but then her stallions would all be slaughtered, her mares reduced to livestock, and she refused to abandon them like a coward! She too took up the sword, in anticipation for the inevitable, when she'd have to defend those here.

Her free hand brushed her belly, and she wondered if her husband's seed had taken. Fortunately, her memories of a forced dalliance with the hyper-stallion were lost, or else she'd question whether she'd bear Midnight Blitzer's foal instead, and waver over how to explain that to her husband.

A clash of weapons and magical explosions could be heard in the distance, which shook the palace, and mixed with battle cries, screams, and shouted orders amidst the confusion. Again, she remembered the day when they took Sombra's country...but now with the roles reversed.

Was anywhere safe anymore? Could she teleport them elsewhere, and face the end alone...?

The doors to the throne room exploded into chunks. Queen Chrysalis stalked in, her halberd in both hands. “Face me, Queen of Whores! Or will you continue to hide behind your 'Swords'?”

“I accept your challenge,” answered Cadance, who didn't question what happened to her 'Swords', and assumed Chrysalis had slipped past them while they were busy with the almost endless army that swarmed in. She raced to meet her, while their weapons connected in a hiss of metal.

Their weapons crossed and locked, face-to-face while they twitched to break a deadlock. Chrysalis cackled when the alicorn started to falter under her might. “Now, it's made clear, Cadance! My power and skill is far beyond yours! You've become lazy and overly dependent on your 'Swords'!”

Cadance strained, aware that the insect-pony hybrid was physically beyond her.

But their magic? That was a different story! Her horn lit, and a burst of power she unloaded slammed into Chrysalis, who hissed and her scorched breast armor smoked where the beam hit.

“A cheap shot,” snarled Chrysalis, knocked onto her butt while she wiped drool from her chin. She shimmied back to her booted feet, and barely evaded more prismatic beams that zipped around her. The wicked queen's smirk spread when she spotted the unconscious stallion, and the mares that took shelter and hid behind the thrones. “Oh? Maybe the poor queen is distracted?”

Cadance stepped to block her view of them. “You stay away from them, or else...!”

Chrysalis cackled harder, and her own horn released its own wild flurry of blasts, most of them not aimed at the bystanders, but at the ceiling above them as she threatened to bring the throne room down on them. Chunks exploded under the blasts, which Cadance attempted to deflect as her own prism lasers collided with her opponent's. Debris rained down, as the whole interior shook.

“Damn you...!” Cadance knew she'd been forced on the defensive, that she'd lose for sure at this rate. With no recourse, her horn lit, and she used some of her reserves to send her husband and the pair of wives away in a blink to somewhere she hoped would be safer than this.

Unfortunately, the act allowed one of Chrysalis' beams to strike her torso. Cadance was thrown back with a cry, opened her plume as she flipped, landed on her heeled boots, and skidded back. The ceremonial armor, not meant for actual warfare, cracked and a chunk of metal fell away.

“Mmm~, what's this?” Chrysalis licked her chops when she saw one of the love queen's heavy breasts flop out, Cadance apparently oblivious as she seethed and brandished her crystal sword. “Perhaps I'll keep you as my personal pet. Your 'Swords', too, will service me daily!”

“I'd sooner die with my people! But I'd rather send you to Tartarus!” She rushed her with a fierce snarl, and her own sword swipe carved into Chrysalis' armor, knocked off-balance once more while the pair of them traded blows, each stab met with a riposte, like they were locked in a dance.

This time, Chrysalis was forced back with each furious attack from Cadance. Chrysalis balked and her heart skipped, as for a moment her stomach dropped, in fear she'd vastly underestimated her.

A two-handed blow to Chrysalis shattered her chitinous armor, which exploded off her physique and knocked her to the floor, now naked and her halberd slipped far from her hands with a rattle as it rolled across the carpets. The blade tip rested so close at the fallen queen's throat it drew a trickle of colorless blood. “Yield, and call off your forces immediately! Or I'll execute you here!”

Chrysalis trembled. She'd never seen such naked fury in her entire life, not even when she'd slain the lovers of those she'd conquered from other hives. Reluctantly she yelled, “R-retreat...~!” Her voice carried outside the throne room, where her immediate followers reacted with confusion.

“It's like they've lost their minds,” noted Thunder Storm in a nearby hall, the hivemind severed.

“This is our chance,” responded Night Blade from a floor above, as many of the drones ran or wandered blindly, or attacked at random, which made it easier for the ponies to dispatch them. Guardsmen thundered into action beside them, heads and mandibles removed by their blows.

Reduced to more of an inconvenience than a real threat while the effect rippled across the swarm, the cultists redoubled their efforts to support them, but it was clear the tides had turned. Chrysalis whimpered, draped across the floor with a blade at her throat, as her dreams crumbled around her.

She'd intended to beat Cadance in one-on-one combat, and finally prove her superiority, but now with the risk that she'd lose it all, she wished she'd applied her toxins to the halberd's blade!

“Whatever you've done,” said Cadance, who didn't let up. “I'll see you have a fair trial.”

“Bah. You think pony rules apply to me?” Most likely, they'd ship her away to Tartarus, where she'd spend the rest of her life imprisoned like so many other defeated villains.

What both of them failed to notice was, further into the partially collapsed throne room, where the shadows were deepest, a hooded and robed trio moved within the darkness. Each of the cultists raised a unicorn wand, took aim at Cadance's back, and channeled arcane power into the tools.

The three blasts united and struck Cadance's back. She cried out in pain as the wound on her back steamed, and stumbled forward from the impact, only to slam into Chrysalis, who'd seen her chance and shot to her feet. With a hiss, Chrysalis opened her maw, bared her fangs which dripped with her noxious venom, and latched her mouth around the queen's exposed tit as she sank in.

Cadance screamed when venom was directly injected into veins in her bitten breast, and the hateful poisons took affect almost immediately. The alicorn threw herself to the floor, felt like every inch of her was afire, which her eyes widened and she saw thousands of insects crawl across her flesh. “Get them off~!” She ripped what remained of her ceremonial armor away in desperation, brushed and slapped at her denuded flesh, lost in a desperate attempt to remove the vermin she hallucinated.

“Serves you right!” Chrysalis kicked her over while Cadance continued to writhe, scream, and weep like a foal, as her heart raced, she perspired, and palpitations struck her heart. She turned her attention instead to Trixie, Lavender, and Fuchsia. “Well done. But we have a nation to conquer!”

With her fortunes suddenly reserved, Chrysalis mentally communicated with her hive to resume their concentrated assault. Normally, this was only achievable with the queen that birthed them, but with her use of the dark arts she'd learned new ways to warp other drones with her essence, to make the sister hives she'd conquered subservient and loyal to her alone, their individual wills stripped. It's why the one docile creatures turned malicious, poisoned by their queen's malice.

She surrounded Cadance in her aura, and carried her out of the throne room, out into the open where her followers could see their queen's defeat. “Witness,” she commanded with a hiss. “Your beloved queen, brought low by my poisons! See how pitiful she truly is, stricken by terror!”

“My queen!” Thunder Storm pursed his snout, another fallen drone at his feet. Night Blade prepared to swoop in from above, and help Thunder and his men assail the swarm leader.

“Throw down your weapons and surrender,” demanded Chrysalis, who floated a barely conscious Cadance into her arms, and caressed her from behind, one hand sank into a wide pink hip and another cupped around the breast she'd bitten, dotted in a couple of tiny bite marks that oozed her venom. “Or I'll let my poisons finish her off! You have mere minutes to decide before she expires!” She cackled when they waffled, for once even the 'Second Sword' unsure what to do.

Thunder demanded, “You promise the lives of my soldiers and the civilians?”

“You're in no position to negotiate,” snapped back Chrysalis impatiently. “But yes, I'm certain they can still amuse me yet! Throw down your weapons without resistance, and I promise your lives!”

Night Blade hissed at his old friend, “Don't do it!” Yet Thunder Storm, sworn to his queen, drooped his head when he tossed down his blade and ordered everyone there to surrender. Reluctantly, they obeyed his command, the bat stallion included, in the thin hope she would keep her word.

“Take their weapons,” demanded Chrysalis, as her followers obeyed.

“Your promise,” reminded Thunder Storm with a snarl, as he stared at his discolored queen, her veins bunched up across her skin, particularly on the swelled breast that had been bitten.

“Mmm~. Very well,” said Chrysalis, who lifted the bitten titty and craned her head so that she could lift it to her lips, where she latched on and started to suckle fiercely on it. Cadance's whimpers turned to ecstastic moans, delirious while the toxins were siphoned out back into the dark queen.

After the love queen stabilized, Chrysaslis licked her chops. “Throw them in their own dungeons for now. Shining Armor was sent away, but I'll find out where once my little love slut reawakens!” She continued to molest her prey's half-conscious, supple body. “There's another 'Sword' out there. The flame-haired, mustard-colored one. Somehow, I doubt that one will ever surrender!”

A small hope swelled in the other two 'Swords' present, that Fiery may be able to mount a resistance.

When the two 'Swords' were led down the corridors, they ordered more of their men to lay down their arms, and with the sight of a beaten Cadance the fight went out of them. Soon they were stripped of their armor and imprisoned, not far from Ocellus, who sat alone in an empty cell across from them, still trapped in a form which made her a plush triplet to the twin crystal maids.

The sounds of battle continued to die down. An eerie quiet settled over the dim cells, where some of the men sat ot slumped, defeated, while others paced or rattled at the bars. Night Blade murmured, “At least we're still alive. For the moment. But few villains keep their word.”

“It was this or lose the queen,” lamented Thunder Storm, who doubted his decision. He lowered his voice and whispered, “It's all up to Fiery. Maybe he was correct, to try and militarize our nation.”

“And have the people live in constant fear? Morale would drop until they turned on our queen,” he presumed, from how he'd seen Nightmare Moon and Celestia rule their own countries in ancient times, the former by the fear she invoked, the latter with a love her subjects reflected back on her.

“Maybe so,” he answered, defeated as his shoulders slumped. “I pray our wives are safe. I couldn't bear to live without Snowy Blizzard. Our children, too. I'd tried to send the cadets to safety.”

“Keep the faith my friend.” He patted his shoulder. “All tyrants fall eventually.”

“The question is, will any of us survive to see it?” When the 'Swords' cornered Sombra in the Crystal Palace throne room, they'd wounded the madman, but it was Thunder's blade which finished him off. He'd seen the hatred warp the dark stallion's face, as a curse on their nation escaped bitter lips.

Was this the fallen conqueror's revenge from beyond the grave? He didn't want to indulge in superstition, but from all the bizarre stuff he'd seen in his lifetime, anything was possible. Grimly, he met the crestfallen eyes of Ocellus across the tunnel, where she avoided his reproachful stare with flattened ears.

*****

The constant use of his flame left Fiery winded and fatigued, which pushed him to engage in a tactical retreat to the cafeteria, where a number of maids, butlers, civilians, and cadets took shelter from the bloodshed outside. “Bar the doors,” he ordered, and used more of his fire like a blowtorch to melt down spare weapons until they hardened and sealed them in. He knew it wouldn't hold them forever, especially if they had more of those rhino beetles, but it would provide them time to rest and recover, whereupon he could launch a counter-offensive once refreshed.

He checked to see who he could account for. Midnight, Lightning, and Moonlight were there, as were Foal-Bearer and Wet Nurse. He furrowed his brow in puzzlement when he spotted Shining Armor's slumbering form sprawled halfway over a table he'd been seated at, alongside Snowy Blizzard and Moonflower, as the former helped fetch soup and the latter mashed up flowers.

Fiery marched over and asked, “How did you all end up here?”

“The queen teleported us away,” explained Snowy. “We last saw her locked in battle with Chrysalis!”

Moonflower said, “I'll prepare some tonics that will speed the recovery of the wounded. I took a number of rare plants with me from Nocturne's Peak, in case of such a situation.”

“Good call,” admitted Fiery, impressed. “Unfortunately, we don't have much time.”

“Best use it well then,” replied Moonflower, who used water to brew up the mashed petals. She helped Foal-Bearer and Wet Nurse play medic to the wounded, mostly his own soldiers. Gloves, masks, and bloodied aprons covered the twins while they worked to heal and soothe their patients.

He smiled at them on his approach. “You two can do everything.”

“Not really,” admitted Foal-Bearer, forlorn. Blankets were placed in the open space in the cafeteria, where the patients were draped about and tended to. “We're not warriors, like you.”

He shook his head. “We all have our roles to play. People like you are vital to our country!”

“This is true,” admitted Foal-Bearer, who took a needle and thread to sew up a wound.

Wet Nurse added, “Just wish we could do more! I learned a few tricks to help out, and thanks to my connection with sis she's even picked up on some of them, but I can only do so much!”

“No one can carry the entire world on their shoulders,” he mused. “Bah, I sound like Thunder Storm now. I've never been the inspirational type. I prefer to lead by example. I meant what I said. I plan to marry you both, if you'll have me.I don't have a ring to mark the occasion, but-”

“That doesn't matter to us,” replied Foal-Bearer as they tenderly hushed a stallion that moaned in pain. “Come closer. We want to share a secret that no one but our parents and the queen knows.”

He crouched down by them while they moved to whisper into his ears. “Amaranth Carnation,” whispered the wider-hipped mare. “Amethyst Butterfly Coral,” murmured the more buxom twin, a deep blush on their faces, almost like their secret names were an intimate love spell.

“Lovely names that befit crystal mares,” he whispered back as he met their half-lidded eyes.

He left them for the moment, and this time visited the three cadets he knew the most. Midnight and Lightning scarfed down more food to keep their energy up, while Moonlight picked at her own meal, the three of them dressed in spare Wonderbolt uniforms provided by a Wonderbolt commander. He settled near them, and a cafeteria worker fetched him a breakfast of his own.

Yes, he realized, they'd survived yesterday, as dawn started to break outside.

“Sir!” The trio answered and saluted in unison, prepared to stand at attention.

“At ease.” He brushed aside formal discipline with a hand wave. He'd considered their punishment for disobedience, maybe latrine duty for a couple days, but it seemed unimportant now. They could be dead before the sun rose. “I want you to help defend the civilians here.”

All of them lit up at the idea. “We'd be honored to sir,” said the bat mare.

Midnight cast him another salute. “Leave it to us, sir! We won't let you down!”

Lightning nodded enthusiastically. “Yeah, none of those nasty bugs will get past us! Um, sir!” She added a note of respect hastily, as her brother kicked her in the shin under the table.

“I'll hold you all to that,” he teased with a forced chuckle, to hide his compartmentalized dread. While they ate, Lightning and Midnight traded shin kicks below, while Moonlight rolled her eyes, used to their sibling rivalry. The first time he'd heard Snowy was pregnant, and with twins at that, Fiery boiled with fury...but he felt no resentment now, almost like a distant uncle to them.

He swallowed down some soup and topped it off with water. Much as he could use some sleep, he dared not take a wink when the enemy could batter down the sealed doors at any moment.

Unfortunately, his fears were realized all too soon when an explosion rocked the cafeteria.

On his feet in an instant, he took the lead with his men, while the other soldiers flocked to block the other sealed up exit. Civilians screamed and panicked, while the cadets tried to help calm them down. Eventually, more magical explosions caved in the hardened molten metal. Instantly, Fiery swept his flamed-sheathed blade in an arc and torched the first wave of would-be invaders.

A thick wall of hellish fire blocked a path, while drones squealed, cooked, and smoked. “Get back,” he warned his men. “Try not to inhale the smoke! I'll hold off these freaks!” He was torn between this side and the other exit, where the soldiers struck back but looked poised to fall.

“Sir,” cried one while a number of them were trampled over. “We'll be overrun...!”

He dared not turn away, since his flames could run wild and out-of-control without him there to mentally command them, and he'd possibly immolate the very ponies he tried to protect!

Snowy Blizzard stepped up. “Let me try! Watch out!” For a moment Fiery balked, almost torn to the point where he'd abandon his post, when the snow-furred pegasus raised her open palms which danced before her. A crackle sounded, when the temperature suddenly dropped at the other exit.

A cold snap froze over the air, and with it, over a dozen of the closest drones and cultists were instantly frozen over to blood and bone. A wall of ice several feet momentarily shut more out.

“I have you,” said Moonflower, as Snowy swooned, spent with the use of her secret power.

Fiery forced himself to focus on his own task at hand, yet he'd seen yet another pony with a mysterious, unknown power which befitted her namesake. Were there others like them, perhaps all over Equestria? He'd seen possible evidence of that already, with what the twins were capable of.

She'd bought them more time, but he knew they couldn't sustain a siege that long, not with all the forces amassed against them. No matter how he looked at it, this was a losing battle, yet he'd never been the type to throw down his sword in defeat. Part of him was tempted to unleash the full brunt of his flames like never before, and take as many of them as he could with him, hopefully Chrysalis included...but the twins, Snowy, Moonflower, the cadets, and the soldiers and civilians that all trusted and depended on him squashed that selfish, self-destructive act of spite.

A woman's voice boomed from the flame-licked hall. “Throw down your sword and surrender!”

“Chrysalis!” Past the inferno, he saw the dark queen encased in a fresh set of chitinous armor with an emerald sheen. She cradled the nude, voluptuous form of the defeated love queen in her arms, which she wantonly molested in a possessive manner. “Your fellow 'Swords' have surrendered! Say it, Cadance!” One hand cupped the delirious pink mare's cheek, while another mashed a teardrop-shaped titty in another palm. “Order them to stand down and submit too, or see them butchered!”

Glazed over eyes met Fiery when she weakly lifted her head. “St-stand down, Fiery. That's an order.”

Fiery couldn't believe what he heard. For a moment, he was almost seized by madness, ready to fly in at his top speed and cut down the evil queen, his own queen be damned! Yet he'd taken a vow. Still he demanded, “And what? You execute all the stallions, and treat the mares like wombs?”

“I promise they'll live...should you obey without question,” mused Chrysalis.

“P-please,” pleaded Cadance, as the wicked queen continued to roll one of her tits while a nail ran circles around her areola, until she pinched a nipple and distended it. “Sh-she's kept her word-”

“So far,” he snapped back, yet he couldn't say another way out of this where they lived, his queen apparently too weakened to mount an offensive or even teleport away. With a snarl, he finally did the unthinkable, and swept the flames away with his will when he threw down his sword. “All of you, stand down! But I warn you, Chrysalis, if you harm anyone here, I'll burn you alive!”

She snickered at the idea, while the last notable pocket of resistance submitted. However, they both recognized each other as the most dangerous person here, Chrysalis aware that he could indeed torch her and a number of his swarm before he was taken down. A number of cultists watched her back on her approach, a number of unicorn horn wands trained on him in case of any deception.

Within less than a full day, the Crystal Empire had fallen.

*****

A decision between the Amazons and minotaurs was made. Zafire Heart and Moon Hammer shook hands a short time after dawn broke. The chieftain used his telescope to peer far away, into the Crystal Empire, and his shoulders slumped. “We're too late. I hoped they'd be able to hold out for a few days, at least. But from what I can tell, it looks like Chrysalis' forces far outnumber their own.”

“We couldn't have made it anyway,” reminded Redrum. “Takes time to prepare and march.”

“And some of our forces would be dead tired on arrival,” further added Zafira. “But this makes no difference. When we arrive, our combined forces can help the survivors retake their nation.”

“Our numbers are limited,” reminded the chieftain. “And we can't leave our home undefended.” There was no choice but to divide their armies even further, for the planned offensive ahead.

Beatrix and her companions listened in, a short distance away from the leaders, who discussed their plans out in the open of the villa. The witch said, “Shame our benefactor didn't send more help...”

“We'll find a way,” said Cerise, still in her cow bikini costume. “You always have before!”

“Yeah...at a terrible cost,” whispered Bea to herself.

“I'm worth a platoon on my own,” boasted Bellatrix coolly. “We've defeated the Eldritch and a fallen zealot. We will win this and return home, like our bovine princess says.”

“Hey! I'm not a cow! ...I only dress like one sometimes.” Cerise blushed. When Bea started to open her mouth she warned, “Don't say it. I will not stay behind! Bellatrix showed me some new moves!”

“A shame we didn't have far more time to train,” lamented Bella. She narrowed her eyes and hissed, “Wait.” She spotted someone in a hooded robe, who retreated into the woods outside. The she-devil flew off to intercept the intruder, whereupon Beatrix and Cerise dashed after her.

The three of them entered into the misty woods. Three silhouettes waited amidst the miasma.

Bellatrix drifted to a stop, her crimson dagger in hand. “Creamy. Milky. And...?” Gray shrouded the muscular bulk of the third entity ahead, with a scaled snout which released a low chuckle.

“Grayscale Carnifex,” he introduced himself with a theatrical bow. “Pleased to make your acquaintance for another time, Bellatrix Primadonna. And your friends, too!”

Bella brandished the knife at him. “Are you the reason we're here?”

“Got it in one. I wrote you to be a smart one, after all.” He shook with another chortle.

“What do you mean by that? Drop the riddles, my patience is already exhausted!” She moved to meet him face-to-face, when Creamy and Milky stepped between their paths.

Milky cried, “Wait! Hear him out!”

“He's explained quite a lot to us,” admitted Creamy.

Bellatrix lowered her knife. “Fine. I'll listen.” She crossed her arms beneath her breasts.

“...thank you.” With a bemused smile, Grayscale cast back his hood, to reveal a drake below with a color scheme that matched his namesake. “But where to start? Well, I suppose it won't matter, should this world meet its end! Beatrix, I'm sure you too wanted to know who the mysterious author of the Necronomicon was? Well, there have been many...but I was one of them.”

Gasps rose as Bea cried, “You? But why would you write such an evil tome?”

“To help contain the darkness which permeates the multiverse since primordial times. Once, I was a mere executioner in ancient times, and with the heads I lopped off with a sword and the alchemy I studied, I learned the secrets of death. That's when I founded the Order of the Reapers!”

“This is too much,” replied Bea. “Can you prove you're responsible for all that?”

“In time perhaps. Which we may not have much time left. When I wrote my entries into the Necronomicon, I provided evil with physical forms that could potentially be destroyed! A number of those included certain succubi, you included, Bellatrix. A fierce, female huntress and warrior that ensured and overcame whatever fellow demons in the labyrinthine darkness of the book threw at you! You see, each chapter of the Necronomicon is its own world, the possibilities infinite!”

They tried to take all this in, when Bella surmised, “You intend to use us as your pawns.”

“What choice do I have?” He spread out his sleeved arms. “I know not who our enemies are that work behind-the-scenes, but they apparently seek to level the multiverse, with the 'Cult of the Nemesis' as their own chosen pawns, now that you've dealt a fatal blow to the Eldritch race!”

Beatrix shuddered, chilled to the bone.”Th-the cult? They ruined my world! Made me what I am!”

“That means they're indirectly responsible for what happened to my world, too!” Cerise seethed. “Well, that means I want to help out more than ever! We have to stop them!”

Grayscale said, “Normally I'm not supposed to interfere. My doctrine is dedicated to universal order! But since our opponents have bent the rules so utterly, I have little recourse but to do the same! Even the combined armies of the Amazons and minotaurs won't be sufficient, I fear.”

Bellatrix asked, “What do you propose, then? You seem quite powerful...”

He slowly shook his head. “I must evade direct contact with the enemy whenever possible, so I can continue to maintain this universe's stability. But don't think I intend to sit around on my ass while you do all the work! I can provide a few tricks to help even the odds, which I will pass on to you, alchemist.” He smirked at Bea. “And beyond that, an army made from other survivors!”

“We're far from the only ones that survived a universal collapse,” explained Creamy.

Milky's sleepy eyes watered when she asked, “Does that mean we don't have a planet to return to?”

“Not exactly,” explained Grayscale. “I saved pieces of your homeland! Almost a whole continent. I'm sorry, but that's the best I was able to accomplish. The reach of my enemies is beyond my own. How much are you all prepared to sacrifice to save your worlds, and the people here?”

Cerise balled up a fist over her heart. “I...I'll do it. I don't want to lose my family.”

“Me either,” decided Beatrix. “I've seen far too many people die already! So let's do it!”

Bellatrix wavered for a moment. “I don't remotely trust you. Your stories are dubious, and we know not your true aims, merely what you claim. Even so, it seems I have no choice.”

With a clap of his meaty hands the drake answered, “Good! My army will swoop in to support you once the time comes. Beatrix, I share a few secrets of alchemy, lost to time. I've already offered a special brew to Creamy and Milky, which may prove useful to you Cerise, but I'm not certain you'll like the trade-off? They'll explain it in detail. Oh, and dear Bellatrix, I've preserved a few succubi that otherwise would have ended up lost. They sorely need direction, would-be Queen of Hell!”

With this fresh knowledge, the executioner-turned-reaper prepared them for the war to help retake the Crystal Empire, with the faint hope his enemies hadn't accounted for this possibility...

Chapter 7

In her own version of Equestria, Beatrix Belladonna had practiced from foalhood in the art of alchemy, usually with her world's Flurry Heart, who'd far surpassed her in natural talent. But they'd made a fun game of their practice which had increased their sisterly bond, and while not a prodigy, Beatrix had discovered she could pick up new skills in her fields quickly. Was it a result of her ties to the Necronomicon? Her Prima Materia, a precious stone on the neck of her cape which connected her to the dark tome?

Either way, she completed the two new brews Grayscale Carnifex offered her the formulas and ingredients for, with more to spare since she'd need lots of them brewed for the Amazons, were they down for the plan. The question was, could she convince them with an untested potion...?

Cerise also proved dubious as they prepared in the misty woodlands. “This potion'll do what? I, I mean a sturdier body could be useful, but it won't be permanent, will it?”

“Relax princess,” said Bellatrix, curious about these 'fellow succubi' on the way.

“Easy for you to say!” Cerise planted hands on her hips and pouted. “I agreed to wear this cow costume, but I'm not prepared to become one! I like myself as I am!”

“Honey, holstaurs are sturdy, powerful, and have lots of stamina,” explained Creamy. “Trouble is, we're usually docile and passive, but I'm an exception, of course,” she finished dryly.

“A typical 'cow' could break a stallion's spine!” Milky's lazy smile widened.

“Uh...I-I won't leak, will I...?” The two holstaurs simply stared at Cerise, who reluctantly accepted the potion brewed by Beatrix, and colorful white vapors rose from the bottle when she uncorked it. “Hope I don't come to regret this!” When she reluctantly tipped it to her lips, and swallowed it a small mouthful at a time, to her lack of surprise it tasted similar to sweet milk, which almost made her spit it out. She sure hoped it wasn't breast milk that came directly from their udders...

She drank it down to the last drop, and wiped away a milk mustache with a soft burp and a thin blush. For several moments, she didn't feel any different while it settled in her belly.

Beatrix rose to her feet and looked at the cow bikini-clad princess. “Are you okay?”

“I'm fine, Bea. Just...m-moo~...?” Her head swam, as a euphoric feeling rushed through Cerise's supple figure, which slowly started to expand. She grew taller, actual cow horns brushed off the false ones on her hairband, and her tail became bovine-like. Heat in particular filled her medium-sized breasts, which stretched her cow-print top until they turned to udders which sloshed with milk, and exploded with a comical bounce from her top, her hot pink areola wider and the slits at the perky tips dotted in milk droplets that trickled down her feminine slopes. A similar heat built in her hips and buttocks, as they also snapped her bottom half off at the same time with a lewd wobble.

She'd taken on a voluptuous, almost Amazonian build, her toned dancer's muscles enhanced but her femininity preserved. When her form settled in she cried, “What the hell?” Instinctively, she fondled her teardrop-shaped and pendulous udders, which rewarded her with pleasure, ready to be milked by the firm hands of a bull like a typical holstaur. “This better not be permanent!”

“Only if you continually take a similar brew,” promised Beatrix with a snort.

“It's not funny!” What Cerise didn't want to admit was that it felt rather nice, that this new physique seemed to reward her with small spikes of pleasure that made her tingle all over. No wonder most holstaurs were passive and docile, since their husbands the minotaurs happily tended to their needs!

“Almost tempted to take a potion myself,” said Bea. “But it'll weaken my magic, so no can do! Wonder what your future husband would think if he could see you now, huh, Cowrise~?”

“Grrr~.” The altered princess stamped a foot with a snort from her flared nostrils.

Milky tittered and said, “You look so pretty!”

“Don't worry honey,” said Creamy. “We'll fetch you a proper bikini to house your new 'assets'. Why do we wear these bikinis, I hear you ask? Because yes, our udders all leak a lot.”

“Great,” murmured Cerise, who brushed aside her new bovine instinct to poke them.

“You'll have to be milked on a daily basis or your udders will become sore,” explained Creamy.

“It's almost as nice as sex~,” teased the sleepy-eyed Milky, who spoke in a slow, lazy voice.

Cerise asked, “So what, do you plan to turn all the Amazons into bovine warriors too?”

“Don't have the resources for that,” admitted Beatrix. “No, Carnie showed me another brew for them. It's supposed to enhance their natural abilities, but I think we can use it, too? Guess we'll find out later. Not even sure they'll accept it yet. We'd better head back, Bella will catch up soon!”

Bellatrix Primadonna had separated from them, deeper into the woods to follow Grayscale Carnifex. The robed dragon brought them to a clearing, where he reached into one of his oversized sleeves and withdrew a black book. This, he placed on the forest floor before he backed up.

“Not the Necronomicon itself,” he explained. “But a miniature copy of the chapter I authored!”

“Do you always sound this boastful? Get on with it,” said Bella, her arms crossed below her breasts.

“As the lady wishes.” From his snout came a dead tongue, from a time long forgotten in another universe. The cover flapped open, as the pages rapidly turned when it glowed and rose aloft between them, and both the words and pictures inscribed inside shimmered and bled. Somehow, without another word she could understand, the would-be Queen of Hell knew what she must do.

To 'birth' her subjects into existence, she raised her crimson dagger, cut into her other palm with a small wince, and allowed the wound to bleed all over the depictions of succubi within.

The artwork shifted with the life breathed into it. Born of her bloody sacrifice, the figures of her fellow she-devils enlarged, as they expanded out of the interior and emerged fully grown into this land, beautiful and naked, but with demonic traits that made it clear they weren't mere humans. All-in-all, she was able to summon four of them, a tiny fraction of what once lived in the tome.

Wild hisses rose from the she-demons, razor-like teeth and claws bared. “Quiet,” demanded Bellatrix sharply, and they were compelled to obey, despite their feral nature. “I am Bellatrix Primadonna, future Queen of Hell, and the closest creature you have to a mother.”

Grayscale chuckled. “Would that make me the father?” He shut up at her dark look.

One of the succubi with a raspy voice asked, “Who are we?”

Grayscale took a stride forward. “You all chose names for yourselves. Sanguin,” he said to the first one that spoke, red-skinned and more muscular than her brethren. “Xanadu,” he nodded at a tall and shapely one with curled horns and saturnine features. “Nymphette,” he said to the leanest and shortest of the four, with wild, spike flame-like hair done up in pigtails, small bat wings, and a spaded tail. “Finally, Kismet!” Another nubile succubus, with a shorn mane and a head adorned by a pair of bat wings, which matched a similar pair on her ankles. “They're all powerhouses. You don't remember it I'm afraid, my self-proclaimed Queen of Hell, but you trained them all yourself!”

Bellatrix couldn't remember any of that, and with the revelation that she, Beatrix, and Cerise had been pulled out of their timeline by a portal he intentionally caused to misfire, wondered if her time with the succubi was something she'd already done and had erased from her memories, or else whether she'd be fated to train them once she became 'Queen of Hell, which had yet to happen.

She supposed it wouldn't matter, were they all to perish in their quest to save this Equestria!

They appeared shameless, since succubi usually didn't bother with a stitch of clothing unless they had to, and after over a thousand or so years spent in the Necronomicon, Bella had been no different, and only adorned herself since it was considered rude to be immodest. Of course, she still clad herself in scanty attire, and found that few would dare tell a statuesque demon to wear more.

The succubi stretched to limber up, in some ways closer to animals than civilized people, like Bella herself had once been until she interacted with Beatrix and achieved self-awareness. Golden eyes misted with a bittersweet melancholy. Yes, they would need her to teach and look after them.

Unfortunately, they'd also be turned into warriors by her hands, a role she knew suited their nature. Demons were natural killers, who either thrived or died in a world built on survival of the fittest.

Before she'd achieved self-awareness, Bella herself had sucked the marrow from the bones of other devils she'd slaughtered, usually ones that attempted to ravish or devour her first, sometimes both. Over a thousand years of battle experience in the Necronomicon hardened her into a fierce warrior.

Like with Cerise, she wouldn't have much time to mold them into a formidable force.

*****

Plans were shared with Zafire Heart and Moon Hammer, while their armies loaded up caravans with supplies and prepared to match. Doubts were written across their faces while Beatrix did her best to explain, since Grayscale Carnifex had decided to fade back into the background, but she informed them of his promise to supply them with reinforcements 'when the time came', whenever that may be. She also used her aura to place a number of potions she'd brew, a few dozen in total.

“I believe her,” said Redrum dryly. “We've seen lots of weirder stuff.”

Bea nodded rapidly and said, “Creamy and Milky'll back me up! They were there, too!”

“It's not you I'm weary of,” said Moon Hammer. “But this so-called benefactor. For all we know, he could plan to divide-and-conquer, and his army will swoop in and pick at the scraps.”

“There are various references to the Order of Reapers in my family's history books,” countered Zafira. “They're meant to be a 'neutral' order, but intervene to keep a universal balance? So, whether or not we can trust him, I doubt he'll spill our blood with his own hands. I am interested in this formula he showed you, Bea. From what you describe, it's similar to a lost Amazon technique.”

Bea asked, “Didn't you establish the Amazons?”

“I revived an old idea I also read about in the Crystal Empire's history books,” said Zafira. “I don't know who the first Amazon Queen was, but I inherited my Equestria's Crystal Empire in ancient times. I...can't remember why, but I disappeared from history, and Sombra moved in to conquer my nation, until Cadance rose up and usurped the cruel tyrant. A similar tale is told here.”

The crystal alicorn uncorked a potion, this one more like paint, with labels that warned they were not to be ingested. Instead, they would be painted across naked flesh, not unlike the tribal markings which many of her elite Amazons often adorned themselves with like war paint when they went into battle. She called for Panna and Chezka, who marched up to meet her.

Chezka trotted to a stop and asked, “Yes, my queen?”

“We need to test these potions, and I'll need a medicine woman to enchant and apply it,” she said to Panna, who nodded and prepared her pouches filled with herbs. “Both of you, strip.” The Amazons reacted with surprise, as such a request usually meant the Amazon Queen would make use of their bodies for recreation, but they nonetheless removed every last strip of their clothes.

The fawn had a leaner build with medium-sized assets, while the centaur was buxom yet with more well-defined muscles, yet the pair of them radiated supple, feminine beauty. Panna dipped her fingertips into the 'paint', which she used to draw the tribal marks across parts of Chezka's face, then down to her heavy breasts, over her toned belly and back, with more applied to her horse portion.

Then, Panna worked one of the few spells she knew, and her short horn lit up. She enchanted the marks that adorned the centaur, breathed life into their dormant power. Glows of an emerald hue lit up the places where they adorned the centaur's milky skin, and an equally pale horse fur coat.

Chezka flexed her biceps. “I do feel...more physically fit than ever, somehow.” She nodded to the fawn, who tossed a barrel with both hands at her, only for the centaur's back hooves to kick and smash it into chunks. “Yes! I feel like I could take on a dozen of the most skilled Amazons by myself!”

“You look lovely,” said Panna. “Since it appears to work, will you do me?”

“With pleasure.” Chezka, too, applied the marks to the fawn, before the medicine woman blessed them. Since it increased one's natural attributes, Panna found her speed and reflexes enhanced most, in contrast to Chezka's physical prowess and stamina. “How far can we stretch this?”

“For a little over a hundred Amazons,” estimated Panna as she counted the bottles.

Chezka asked, “And when will the effects wear off? We have quite a march ahead.”

“Up to a week,” said Panna. “Anymore than that and the strain on one's body could cripple us.”

“Good to know,” said Chezka with a snort and a toss of her white tail. Amazons were lined up, stripped, and allowed Panna and more medicine women from their tribe to apply the marks. The downside was they couldn't adorn themselves with either armor or clothes, as they would interfere with the enchantments, which made each Amazon more in touch with the natural world.

Fortunately, it also served as a sort of armor, their skin still soft but with a hardiness like steel, the sensations of pain dulled, and their fears muted. Most curious of all, Panna took one of her knives to test another of its purported side-effects, as she cut into her palm...and watched the flesh mend.

“We're practically invincible like this,” observed Chezka.

“Just don't let pride lead to your downfall,” reminded Zafira. “Even I'm far from indestructible. Unfortunately, this brew only works on females, and only those trained in the Amazon ways.”

“What a shame,” observed Redrum. “Supposedly, our ancestors also sometimes warred in the buff.”

Beatrix snickered and said, “You make it sound like you're a bunch of wild animals! Carnie sure knows some nifty tricks!” She waved to Creamy, Milky, and Cerise, who'd arrived on the scene, the princess now adorned with another cow print bikini that better fit her expanded assets. The princess blushed with more looks from the bulls tossed in her direction, as she looked like a desirable wife.

A short time later, Bellatrix returned with Sanguine, Xanadu, Nymphette, and Kismet in tow. “They're with me,” she informed the minotaurs that balked at the presence of so many she-demons. “Can I borrow weapons and armor for them? We'll aid you in combat, of course.”

“Help yourselves,” said Redrum, who removed a blanket from a caravan to reveal an arsenal.

“Wicked,” said Sanguine, as the tall and muscled succubus adorned herself in armor and took up an axe. Parts of her were more animalistic, from cloven hooves for feet, to tusks draped from her maw. “I can't wait to add more skulls to my collection! What happened to that, anyway?”

“Probably left behind in the Necronomicon,” mused Xanadu, who adorned herself in little more than chainmail from neck-to-toe, which complimented her statuesque physique. “I've never been much for weapons. Why bother, when our claws serve a similar function? Not to mention my spellcraft is unmatched.” A silky mane whirled behind curled horns when her palm called up a blackish-purple flame, which reflected off the shiny mail which sheathed her like a second skin.

Nymphette twirled a halberd with a sadistic snicker, dressed in attire similar to the black leather bikini their teacher wore. “Heehee. Everyone will worship me, after our mythos spreads!”

“One step at a time~,” teased the equally childish Kismet, who draped her own nubile features in a skintight costume while the bat wings on her head and ankles fluttered in delight. “I've learned a few new spells of my own, so it'll be nice to test 'em! Especially on some live targets!”

Bellatrix shook her head, and reminded herself that no matter how juvenile they seemed, her demonic 'daughters' were nonetheless equivalents of adults, however uncivilized they may be. They would have to be broken in fast, since the customs of mortals were doubtless alien to them.

With an army of nude and painted Amazons, Zafire Heart included, whose even softened horsecock matched the other minotaurs that studied her with envy, she and Moon Hammer led their combined forces out onto the road. Creamy and Milky, who stayed behind, waved them off with a number of other holstaurs, and bulls left to defend the villa and continue daily labors.

Beatrix sat atop a caravan that bounced on the rocky terrain, reminded of her foalhood, when she and her mother Trixie traveled across Equestria to enact another performance and earn the bits needed to survive. That world too had been war-torn, a victim of the black book and the cult.

Seated beside her was Cerise, who also recalled another ruined planet she'd been born into. Not far from them on another caravan, Bellatrix disciplined her fellow succubi, who squabbled impatiently.

Zafire marched near the front of the procession with Chezka and Panna, as the Amazon Queen proudly flaunted her perfected body, while Moon Hammer and Redrum were also close by, aware that Chrysalis had collected a massive army that likely outnumbered them many times over.

*****

When she was satisfied the last pockets of resistance were no more, Queen Chrysalis returned to the throne room with a still nude Cadance in tow, and the new ruler discarded her chitinous armor before she plopped her wide, dark-skinned butt down on the former queen's throne, as her squishy cheeks flattened when they spread. “Mmm~. What should be my first real act, as your queen?”

To start, she had Cadance collared with a chain Chrysalis held like a leash, and forced her to kneel beside her throne. “Eat my cunt,” she demanded. “And watch your teeth, or I'll have one of your precious ponies executed at random!” Without resistance, a still half-delirious Cadance crawled on all fours closer, when Chrysalis parted her knees wide, and the love queen set to devour her pussy.

Chrysalis purred in appreciation while she lapped at her slit, teased out her clitoris, and flicked at her moist love bud, too. “You've done this before, haven't you, you perverted little slut~?”

Cadance withdrew to answer, threads of saliva and pussy secretions mixed in slimy threads that connected the fallen queen's lips and smeared snout to the victorious queen's twat. “Yes, mistress.”

With cackles of superiority, Chrysalis threaded into her pet's mane, and felt her muscle sink into her warm, wet hole, which slurped up the arousal she oozed. “You missed some,” she taunted when a line of her lust trailed between her asscrack and settled into her puckered asshole when she shifted her hips forward to mash into Cadance's face, and Cadance lapped up these releases, too.

Cadance could hardly think. But all she cared about was the safety of her beloved, captive people. To save them, she'd endure whatever this maniac threw at her without complaint.

While she let Cadance service her, Chrysalis made her first demands. “Summon the 'Four Swords', but what out for the flame-haired one in particular! Also, have Ocellus released from her cell and taken before me!” Trixie, Lavender, and Fuchsia bowed and went with a party of elite drones.

Several minutes later, they arrived with a clank of metal. The 'Four Swords' weren't able to hide their contempt for her, as Shining Armor and Fiery Kickstart in particular didn't even try, while Thunder Storm and Night Blade attempted to maintain a more neutral expression. Ocellus kept her head bowed, uncertain what her fate would be. Chrysalis let the silence stretch for minutes.

“Strip down. All of you,” she commanded the prisoners. Reluctantly, the five of them obeyed, Ocellus unable to escape the form of a crystal maid. Uniforms were tossed into a pile. Forced to watch their fallen queen service their new ruler, while none of the 'Swords' were more than half-erect, they winced with each subdued throb from verin-lined shafts, as their tips oozed precum.

“Not bad,” she purred. “I'm certain you'd all love to put a foal in her~.” Instead, she turned her attention to Ocellus. “You've carried out your purpose well, Protoquen. But it appears you're not one of us anymore! I can smell it on you, wench. You can't even shift back, can you?”

“N-no,” confessed Ocellus, who'd tried many times in the cell.

“So, you're worth no more to me than any common crystal mare. But don't worry. I'll look after your clutch.” She tittered darkly. “At least you can still entertain me! Fiery, since you were the last to surrender, I'll reward you! Come closer, stud.” She beckoned with a wave of a nail. “And help yourself to your ex-queen's slutty cunt!” Cadance's eyes widened, yet she reflexively, wetly winked.

Glaring back at his most hated enemy, Fiery nonetheless felt compelled to obey, to protect the imprisoned captives. He knelt before the bent over Cadance as she ate out Chrysalis, reared up behind lovebutt, and planted his palms on her heart-shaped ass when he mounted her. Gradually, he slid his partially erect horsecock into her velvet-soft pussy, and hardened with a low snarl.

“The rest of you,” ordered Chrysalis. “Sheathe yourselves in that lowly slut maid! Now!”

They snapped to work, not unlike their military discipline, Shining Armor draped on his back while he was still weakened, as he lifted Ocellus up by her hips and impaled her on his black cock, which made her cry out with a moan. Night Blade whispered an pology when he sank his horsecock into her mouth and throat which shut her up, while Thunder Storm pushed into her puckered asshole.

The studs all started to fuck at once for their new queen's entertainment, Cadance's plush cheeks clapped by the mustard-colored stallion while she feasted on a slimy snatch that occasionally drenched her face and squirted down her throat, which burned when excess exploded from Cadance's nostrils. “Spit on the bitch's asshole,” she demanded, and Fiery did so. “Now, rub it in!” His thumb ran circles around Cadance's hot pink, pliable anus, which clenched about his thumb.

Each time the cock punched into her, past her split open cervix and into her womb, Cadance questioned whether she'd already been knocked up. Surely she had to be, after her time with her husband? Unaware about other trysts she'd partaken in under the influence of aphrodisiac venom.

Ocellus, too, dripped on the studs that ravished her, drooled around the cock stuffed in her mouth and throat each time it swabbed, somewhere between heaven and hell when she was triple-penetrated balls deep by all of them, the holes of this mare's body stretched to their limits. Chrysalis spurred on all four of the studs to fuck faster and harder, which they obeyed in a chorus of flesh that slapped, squelches, and moans while the slutty slave mares were ravished into submission.

They brutalized their fuckholes. Helped themselves to handfuls of mare flesh, like Chrysalis demanded, breasts that swayed and buttocks that bounced slapped and pinched.

Inevitably, the stallions all unloaded. Holes were filled with load-after load, while at the same time, Chrysalis drenched Cadance's face with more messy squirts, the ex-queen forced to close her eyes. The bellies of Cadance and Ocellus swelled, absolutely packed full of cum, and skewered to the hilt.

More wicked cackles escaped Chrysalis. “How does it feel, Fiery, to be balls deep in bitch?”

“...she's pleasant,” admitted Fiery, uncertain what to say, and he dared not say he was sorry. Cadance winked like mad, his crotch absolutely drenched, since despite the circumstances she'd always been curious how all her 'Swords' were in the sack, and Fiery had even exceeded her lofty expectations.

Lewd pops resounded. Gaped holes sluiced with fertile seed and lusty feminine excretions. The air reeked of their combined musk, the carpets stained in female lubrication and cum.

Pleased, Chrysalis ordered, “Give Ocellus to your men, 'Swords!' Tell her this pitiful wench betrayed your people, helped overthrow their beloved queen and country, and that all the stallions are allowed to relieve all their displeasures upon her soon to be well-used fuckholes!”

Ocellus paled and swallowed down a mouthful of spunk. “P-please, my queen-”

“Dismissed.” Guards ferried Ocellus and the 'Swords' away, while Cadance panted and knelt by the throne her butt once warmed. She returned a sympathetic look for a second at her warriors, to tell them she didn't blame any of them, and hoped they felt the same as she was knocked so low.

The dark queen reclined on her throne, assured no one could mount a resistance anymore.

Chapter 8

Guards that watched over the dim, dank prison cells made sure their queen's orders were carried out. With a neutral voice Thunder Storm voiced the crimes of Ocellus, like he'd been ordered to, and the decree of Chrysalis, that the stallions were allowed to make free use of her, but were not to cause any permanent harm or take her life, as she wanted to draw out her punishment. Already delivered to them naked, with a slosh of cum left in her womb, the cell doors were all opened, with every stallion soldier ordered to participate, unless they wanted their families to be punished.

Ocellus whimpered when they beset her, in a pile of masculine flesh, all her fuckable holes invaded once more. She told herself she deserved far worse, after her betrayal, her sole comfort that her clutch yet survived. Over-and-over, they hammered into her stretched orifices, some with spite and brutishness, others routine and efficient, or reluctant, but the watchful eyes of the elite drones around them spurred them on, as Ocellus felt cocks slapped across her as they came-and-came in and on her. Her orifices were stretched in a mix of pain and pleasure, belly heavy with more seed.

She was bathed in their spunk. Gulped it down. Felt it smeared into her skin and fur.

The 'Swords' were also pushed to participate like before, a train run on the crystal mare, none of her ruined orifices left unfilled for more than a few seconds before the next horsecock slammed inside.

Chrysalis snickered from her throne, while she watched the ravishment from her crystal ball, until she passed it to Trixie and rose, the leash-like chain attached to the bound neck of Cadance, denuded like her mistress. “Time for the rest of your people to see you humiliated!” Gently, the flat of her foot pushed on a heart-shaped bun, to spur the defeated love queen into action.

Cadance walked ahead, on all fours, across the carpet towards the exit to the throne room. Heavy breasts swayed back-and-forth below, and each plush, pink buttock rolled with the movements of her hips, the love queen's pink, fuckable funholes on full display while she passed onwards.

Guardsmen watched her with a twitch. “New idea~,” hummed Chrysalis. “Drones, unsheathe yourselves. Cadance, I want you to suck the dick of everyone you pass, like the whore you are!”

Cadance stopped, prostrated on her knees, when a pair of insect-pony hybrid cockw toppled out of the elite drone's uniform, and both slapped her between the eyes, where they drooled precum and smeared it across her features. Without so much as a cry, she took both into her maw and sucked.

“Good. Don't stop until he cums,” said Chrysalis. Cadance winked while she suckled at his shafts, until his balls tensed up, and he unloaded down her throat, into her belly. She slurped his seed down, which included the excess that burned her nostrils when it poured out freely.

The first of many she'd suck off today satisfied, Cadance crawled to the next one and repeated the process. This one drove two of his multiple mandibles into her mane, and fiercely facefucked her, which made her wink even harder while she dripped a fresh pool across the stained carpet.

“Do it,” hissed Chrysalis, whose horn lit as her aura wrapped around Cadance's expose holes, probed into their depths while the ethereal wisp vibrated. “Show her no mercy! Fuck her up!”

Cadance let him work her over, unsure why Chrysalis despised her so much. Jealousy? A vendetta since her followers had beaten her own at nearly every turn? Just sheer maliciousness?

The drone withdrew and painted her face and tits deliberately. She scooped it up and licked the cum clean off her palms, certain Chrysalis wouldn't be satisfied otherwise.. She drained the balls dry of over a dozen drones before she was allowed to leave, where more awaited her outside.

“A shame we don't have all day. I'd love to see you service the entire hive!”

Cadance wondered how much time that would really take, as she estimated even a small hive must house at least hundreds, let-alone a massive one Chrysalis must rule over, but she dared not point that out. By the time she'd sucked off her hundredth pair of cocks, her throat was sore.

“This will take forever,” realized Chrysalis. “Speed it up!” With a nod, Cadance beckoned over more of the swarm, as she stroked off a pair of them to her sides, and took another couple of cocks into her throat. They came in and on her, the fallen queen forced to lick up any cum that hit the floor.

It took an hour later before Cadance crawled her way to the dungeons. Ocellus all but drowned in splooge after constant use, her stomach swollen like she'd been heavily knocked up, while the stallions continued to pass her between them and used her up without mercy. Looks of shame befell the stallions when they saw their defeated queen, cum-drenched as she crawled on all fours.

“You can finish on her,” offered Chrysalis to the stallions that still fucked away or stroked themselves while they awaited their turn, and not certain whether it was an order, a number of them took aim at Cadance, who spread her arms and plume, mouth opened as they showered her in a violent bukkake, as most of the studs could've only dreamed of such a lewd honor before.

She, too, was forced to drink up all this spilled spunk, lick it off horsecocks that were still wet with it, lap all over Ocellus' flesh, which was absolutely drenched in an excessive amount, while more-and-more of them played with themselves and unleashed another bukkake all over the bitches.

Before the month ended, Chrysalis swore to humiliate Cadance so badly that all her stallions wouldn't respect her anymore, that they would see her as no more than a hot piece of fuckmeat. They inhaled the scent of her moist pussy with flared nostrils, as she winked like a desperate whore.

She'd been worked up with the constant line of dicks and cum she slurped, her lower holes probed and teased continuously by Chrysalis, who withdrew every time Cadance was poised for release, which left the fallen queen insanely turned on, despite her predicament. To the point that, were she not aware of the consequences, she would've happily bent over for any stud or drone here.

Sometimes, before she'd met her future husband, she'd cursed her increased libido as the mare of love. In her late teens, she'd masturbated constantly, dreamed of every type of cock in Equestria and what it would feel like to take them. But she'd known the stallion she'd love when she met him. An awkward, amiable nerd with a sense of humor and potential she'd helped awaken.

Most of the mutants had been lost when Chrysalis took the nation. But she had the cult prepared a few more, and now whistled for the cult members, who still stuck around in the shadows and observed, to fetch one. Soon, another rhino beetle stalked its way into the prison.

Chrysalis kicked a knelt down Cadance onto all fours and patted her buttcheek, which rippled. “Go on,” she told the beetle. “Fill her with your spawn. But be careful not to break her!” She cackled when the heavy, beast-like monstrosity reared up and mounted cadance, a pair of its mandibles on her full hips for support when it rammed an oversized insect cock into her cunt. Gasps rose from Cadance, her belly distended when she came all over it on the spot, barely able to take it all.

It stretched her even wider than the most eccentric, oversized novelty dildos she'd experimented with. Found herself fucked harder than she'd ever been, as she screamed in masochistic bliss, her eyes rolled into her head, and her tongue fell out with a loud series of pants, rocked back-and-forth like her pendulous knockers, which swayed while her heart-shaped ass was clapped.

With more cackles Chrysalis said, “Already fucked absolutely silly, you whore?” The mutant ruthlessly mated with her, unaware that a seed had already taken root in her womb. She knelt by the beetle and murmured, “Gently vibrate,” aware too much would pulverize her flesh.

The rhino obeyed with a low-level vibration, its mutant cock buried in pony cunt included. Cadance almost fainted, introduced to a whole new level of unthinkable pleasure that melted her mind as she drenched the mutant, Chrysalis, Ocellus, and nearby drones and stallions in her squirts.

It finally twitched with an alien roar. Came with such pressure, Cadance was shot off the dick that impaled her uterus deep, as she was thrown across the room and slid across a puddle of mixed cum and her own squirts that also mixed with Ocellus'. She collapsed, a slutty warped smile on her face.

“Aww, looks like she's spent! Clean her up and put her to bed. Ocellus, too, when you're done.” Chrysalis abandoned the prison for now, and rounded a corner deeper into the Crystal Palace. She decided to pay the royal crypt deep below a visit, unaware the rhino beetle stumbled after her.

*****

For a few hours, the procession of caravans moved without incident, but Moon Hammer used his telescope to peer ahead, aware they would see resistance eventually and hoped they could drop in on the enemy unaware. He hated to rely on dishonorable tactics, but knew he couldn't afford to throw away lives for the sake of ideals, especially since they were so outnumbered and the lives of the captive ponies depended on them. Thus, he steeled himself for this shameful compromise.

The Amazons abided by their own code of honor. But they would launch surprise attacks and kill without mercy anyone they deemed irredeemable in the eyes of their crystal alicorn queen. Aware their enemy could be planning the same, the Amazons kept watch perched atop the caravans with bows at the ready, swathed in tribal markings that glimmered under the sunlight. While most of the craters the swarm tunneled up from were offroad, an occasional pit marked the path they tread.

Zafire, as one of the spearheads to this war effort, was provided with her own private caravan. While she preferred to keep on watch most of the time, she would take short breaks and retire to it for a time, where she sat inside under the shade, and took in the lovely view of a denuded Panna mounted atop the horse portion back of Chezka, her eyes drawn to the roll of each individual, shapely horsecheek when she trotted, as her tail wished and unveiled her pucker and vulva on occasion. Atop her, the fawn's more slender but still shapely buns bounced with the ride while Panna straddled her friend, her hands wrapped around Chezka's stomach, below bouncy, heavy tits.

“Trot a little closer,” said the Amazon Queen, and the centaur dipped back closer, She reached forward, took a handful of each Amazon's closest bun to her hand, and sunk into the sot, pliable flesh which she squeezed with a leer, the ancient alicorn's crystal horsecock rock hard at all the exposed, feminine flesh around her, not to mention all the half-naked beefcake bulls!

“M-my queen,” said Chezka, as she and Panna blushed as they were molested.

“A shame Moon Hammer didn't take me up on the other part of my offer to seal our alliance. I'm sure he and Redrum are beasts in the sack. Just a little closer, Chezka, back that ass up~!” Chezka did so, to where her horse's ass almost rested on the front of the mechanized cart, whereupon Zafire leaned forward and mounted the centaur, her monsterious shaft slid into warm horsepussy.

It was difficult for Chezka to trot when Zafira started to pound her cheeks, and she stifled a moan as she chewed on her lower lip, Panna much the same as she too was felt up and kissed. Zafira usually fucked her favorite Amazons on a daily basis, who'd replaced the old lieutenants she'd lost.

Not that they were remotely bothered, an Amazon honored to be picked by their queen. However Chezka couldn't help protesting a little, even as her tail hiked, with, “We could be attacked...!”

“Then we will deal with them. I have my needs.” Zafira slapped her cheeky horse's ass so hard with her palm she left a red handprint on it, which made Chezka whnny as her plush bun rippled. She pounded her plush cheeks fast and hard, determined to unload her backed up balls.

Over-and-over, in the same way she slammed in-and-out of her horsey pussy, Zafira tried her old trick, where when she came inside one of her Amazons, she'd unlock their hidden powers. But ever since she'd crossed over to this Equestria, it failed, despite how often she bred Chezka and Panna.

At first she'd worried it was a mental deficiency, since she certainly wasn't impotent!
Chezka's pendulous breasts swayed back-and-forth while she was railed senseless, as the centaur's cunt winked and dripped, while her sizable, heart-shaped clitoris pushed out into the open, mashed on by each stroke of the vein-lined, monster horsecock that could make any mare submit to it!

“I-I'm close, my queen,” said Chezka, as she clenched around the pillar that split her open.

“Then come for me,” said Zafira, who landed another harsh slap on Chezka's other buttcheek, and made her squeal and squirt with wobbly knees as Zafira sheathed herself balls deep and came in her womb. At the same time, her horn lit and her aura lifted Panna's backside to her snout, the fawn face-down and ass-up while she feasted on her holes, rewarded with Zafire's face also drenched.

They mewled in submission, happy to be used by their queen. Zafire patted their butts affectionately after she'df finished. Most of those she'd come onto here had turned her down, Cerise because she was set to be wed, Bellatrix with the excuse she wasn't her type and that her fellow succubi were also busy, while Beatrix said maybe later, as she focused on her alchemy.

She certainly wasn't used to so much rejection in quick succession, but with all the potential disasters around them, she couldn't' exactly blame everyone for their preoccupations!

Panna collapsed atop the centaur, draped over while she continued to straddle her naked when she drifted to sleep. “Careful,” whispered Chezka, who kept the fawn's arms around her taut midsection so she wouldn't slip off, a thin smile on her face and thankful the shade hid them as she dripped cum from her now left empty horsepussy, which winked out more dollops of the queen's loads.

Zafira inhaled the scent of her well-used cunt. “Careful, or you'll work me back up.”

“You're insatiable,” said Chezka, who twitched one of her pointy ears. She whispered, “Wait. I heard a rustle offroad, and no, I don't think it's a wild animal. Stay alert, Panna.”

Panna blinked her sleepy eyes open, and rose back to a seated position. Like Chezka, who wore her quiver with arrows, Panna adorned herself with a belt that sheathed knives, hopeful that they wouldn't interfere with the tattoo enchantments too much since they couldn't come unarmed.

With a hawk-like eye, Chezka readied her bow and an arrow, which she fired off into the woodlands. A low cry arose, as someone in robes toppled onto the road, an arrow embedded in their chest while they bled out and the unicorn horn wand they carried dropped. “Ambush!”

“I see them,” answered Panna, who tossed another knife into the throat of another cultist before they could fire a spell from a wand, the other Amazons and minotaurs spurred into action. Usually she felt Chezka was too quick to rush into action...but they had likely been tracked for a while.

Zafira flew upwards, where she swiped with her two-handed, crystal broadsword, which leveled a couple of trees and dispatched a few cult members that took shelter amidst the thickest leaves.

The procession was forced to pull to a stop, where Redrum hopped off with his men, and his axe lopped off heads, while Moon Hammer's own warhammer turned their opponents to mush and red mist. Bellatrix and her succubi also took to the skies, where they slayed the would-be killers. It almost seemed too easy for Beatrix, who nonetheless backed up Cerise when they, too, attacked.

A magical explosion enveloped a caravan, which thankfully was empty of people, however Moon Hammer's eyes shot wide open. “We're not their main objective! They're targeting our engines and supplies! We can't afford to let them delay us too much!” His hammer crushed another into a pulp.

“Assholes,” said Cerise, who flared with self-righteous fury when she took up her spear and helped Beatrix fend a number off, the two of them hesitant to casually take their lives. A problem that Bellatrix and her succubi didn't share, as Bella's minions reveled in the chaos and bloodshed.

Even with their numbers, the acolytes were no match for the combined forces of the minotaurs and Amazons, who were quick to clean house. However, the damage was done, because even with the arcane shields raised by Zafira and Beatrix, they weren't able to block the prismatic beams that zapped in from every direction, bulls forced the scatter while more caravans were nuked.

Smoke rose over a charred and bloodied battlefield. Mere minutes later, and it was over.

Moon Hammer called, “How many of ours are dead?”

“Just a few casualties,” confirmed Redrum. “But quite a few wounded.”

“Damn it.” His meaty, balled up fist struck a caravan. He wasn't certain whether to keep their bodies and return them home, or bury them here on the battlefield, where they'd made an honorable sacrifice for their cause. He took a moment to confer with Redrum, who pondered that himself.

Zafira realized, “Not one Amazon down. These tribal tattoos really did protect us.”

Beatrix knelt by a dead cultists, drew back the hood to meet those cold, dead eyes, and shuddered. She knew the faces of quite a few cultists here. Not well, but she'd seen them in her own Equestria. No doubt forcibly indoctrinated by the cult leaders, like she'd seen many times before.

The crunch of bone sounded. Bellatrix said, “Don't defile their corpses.”

Sanguine paused, as the muscular demon had started to dismember a cultist with her claws, her teeth and tusks stained crimson. “Why not? It's a waste of tasty meat to leave 'em to the flies!”

“Because we're meant to be civilized,” said Bella with a roll of her eyes. But she knew since succubi evolved into many different forms, Sanguine had become a carnivore, and were she not sated with flesh she could try and take her fill from the bulls or Amazons instead. “Whatever. Go for it.”

“Thanks mistress,” she rasped with a boisterous cackle.

“But take it somewhere private,” added Bella, as she saw some of the observers visibly pale, Cerise in particular. A blood trail was left behind when the muscled demon pulled the carcass offroad. Thankfully, none of her other minions appeared to sate themselves in the same way. Although Kismet wasn't too different, as she casually picked apart a locust and chewed on it with a smirk.

Kismet slowed the crunch of her teeth when she returned Bella's look. “Want some, mistress?”

“No thanks. I don't have much of an appetite.”

“Suit yourself!” The nubile succubus hummed while she continued to chow down.

Nymphette tapped her foot impatiently near her, a bloody halberd in hand. “That was too easy!”

“Better than too hard,” said Xanuda, arms folded under her breasts. “I'm sure the worst is yet to come. Perhaps we should take the wands for ourselves, so we can—ouch!” She'd bent to pick up one, only for it to explode in her hand, which she shook. “Curse them, they're booby-trapped!”

“Lucky you didn't lose that hand~,” teased Nymphette with a snicker.

“Oh, hush up, beanpole. To think, my perfect skin could have been mutilated! Unthinkable!” She raised a pale hand to her forehead and moaned in despair as she mimicked a swoon.

“So melodramatic,” said Nymphette with bemusement.

“My sisters, please. We must return to the road soon,” said Bella, while the two armies cleaned up the mess around them and prepared to move on. It was decided the minotaurs would be cremated here, since there wasn't time to double-back and they didn't think it wise to transport the corpses around, nor bury them in the earth, where the cultists or swarm could always exploit them.

Beatrix nodded at their decision, as she solemnly immolated the collected pile of bodies in a funeral pyre. Less than a dozen lost, but it clearly weighed heavily on Moon Hammer, while Redrum kept a more reserved expression when they bore witness to the ritualistic sendoff. Reduced to ashes, they were collected in a basin, which the chieftain planned to return home after the war effort ended.

It was a compromise, since they didn't have time to observe a proper funeral. She wondered if Grayscale Carnifex himself, or one of his followers, would ferry their souls to the afterlife.

Then, they were back on the march. While some of the caravans were destroyed, or their engines wrecked, they could still be pulled, which a number of minotaurs and Chezka helped out with. Cerise too pitched in, determined to help out however she could with her now bovine body.

Unfortunately, they'd been set back, their speed cut more than half to move the procession.

*****

The royal crypt was abandoned by the followers of Chrysalis, who'd considered it unimportant in the moment, her focus instead on the ponies she'd enslaved. The traces of destruction still remained, since they hadn't had time to clean it up, and she strolled into the cooled chamber, its entrance bashed in. She noted most of the caskets were empty, if not demolished entirely.

“What a mess. I'll have to have someone clean it up later. Maybe some of the crystal maids and butlers that once stocked these halls,” she decided and exhaled, her nipples stiff in the cold.

She ventured further, curious whether anyone related to the ex-rulers were buried here. “Probably not,” she decided aloud, as she read the inscriptions on the sides of the slabs. “What's this?” She paused to stare at the tunnels that wormed below. “Ah, must be the handiwork of my mutants.”

Her eyes spotted the shimmer of a crystal pony in a coffin near the back. “What's this?” She crept closer, and saw the nude, unconscious form of Autumn Gem, a former maid here. Her hand brushed over the mare's breast, warm to the touch. “She's...alive? Just asleep? How?”

Bent over the coffin while she observed her, Chrysalis was unaware of her rhino beetle, which trundled in after her, in a manner more stealthy than an onlooker would think possible. She hissed in surprise with wide eyes when a bulk settled onto her back and pinned her. “Who dares-”

“Breed,” came the raspy voice, when the beetle's monster, mutant cock plunged into her unprotected cunt and sheathed itself uterus-deep with the first, brutal stroke. Unable to push him off when he started to hump away at her like his life depended on it, amidst the squishes and squelches of her pussy which spattered its lust around his dick, she lit her horn with a spell.

Another beetle was suddenly in her face, perched over the coffin, its pinchers poised to close around her horn and snap it off. “Don't resist. Or we take your horn,” it warned.

Chrysalis hissed, but powered down her horn while the beast continued to pound her into submission with an animalistic ferocity, the shape-shifter's birth canal stretched beyond belief, as she felt the massive member pulled at her slimy folds with each fearsome thrust. “W-who-”

“The sons of Sombra,” came the voice of a third one.

The one that violated her hissed, “Had to play dumb. Deceived even the cultists.” Shadow Haze, Shadow Bane, and Shadow Gloom had waited for this moment, as their leader had played the dumb beast and infiltrated the new batch of mutants the acolytes created with the dark arts, the transmuted drones kept in an equivalent of kennels until they were ready to be used.

Haze had slipped in, and awaited his chance, while he played the docile beast. When it came time for the acolytes to choose a rhino beetle that would be sent to the throne room, he'd made certain he was at the forefront, and to his relief Trixie and her two sidekicks had picked him, after all.

His mandibles lifted her up. Turned her around, his shaft still impaled deep in her, until she faced him, a sneer on her face as another pair of mandibles spread her black buns open to expose her asshole. “Gloom. Her ass is yours.” Gloom snickered, and started to push into her pucker.

“You worthless scum! I'll feed your cocks and balls to you! Glk--?” Bane, who approached and raised up, planted a mandible on her dome and pushed her head down, forced to swallow his cock, which bloated out her neck while she choked on it. Luckily for her, her insides shifted to better accept their intrusions, able to safely take all their dicks while they violently claimed her holes.

They stuffed her full, drove into her in a blur, as her soft flesh was rocked between them. Rendered helpless, their limbs molested her, their latest captured prey to sate themselves. Chrysalis knew that, even if she shouted for help and risked her horn, no one would hear them this far down. Sometimes, Haze and Gloom would latch onto her breasts, where they suckled and distended them.

Fury mixed with shame when she came all over them, reduced to their fucktoy.

Sometime later, with a final balls deep thrust at the same time, they unloaded into her. Cries of protest were muffled, since were she not a shape-shifter, she wouldn't have been able to contain their volumes of cum, her stomach expanded as excess erupted from her nostrils and around her stretched and filled holes. After they finished, they withdrew with pops and dropped her into a pool of cum with a splash, while she leaked more into it, draped on her side and half-soaked.

She cursed the fact that she'd never learned a teleportation spell, so rare and complicated that it took decades to master, and the secret was unknown to her. Her venom had impaired Cadence's ability to do so, but she feared the ex-queen would find a way, if left alone for some time.

The mutants crowded around her, determined to usurp her and claim their father's old throne.

Chapter 10

Chrysalis returned to the showers alongside Trixie, Lavender, Fuchsia, and the sons of Sombra. The witches allowed their robes to pool once more at their feet. “Acolytes,” said Trixie to a number of cultists on watch. “Make certain our new guests behave, will you? At the first sign of treachery, feel free to torche them! But you will behave, won't you?” Shadow Haze, Bane, and Gloom nodded. “Good! Because I'm sure there's plenty of mare pussy here you'd like to help yourselves too! But be sure not to harm them.” With that said, all of them wandered into the showers, where an orgy continued without end. Thankful she hadn't missed all the action, Chrysalis spread an evil smile.

“Dibs on the ex-queen,” rasped Bane, who trundled over to Cadance, brushed aside the pack of stallions she currently serviced, and mounted her, as she moaned and came upon his entry. The mutant hammered into her without mercy, her heart-shaped cheeks clapped into submission.

“Yes! Ruin all my holes!” The venom eroded every last inhibiton Cadance ever maintained, as she'd often fantasized that her whole nation would line up and fuck her absolutely senseless. The stallions, who'd usually cower before a rhino beetle, helped stuff her royal throat and fill her palms, as she reached out and stroked them off, while her aura vibrated to stimulate her empty asshole.

“What a slut,” rasped Bane, thankful that she, too, could comfortably take his beastly size.

“Damn. I'm the only one who hasn't had a taste of Cadance's sweet pussy yet,” lamented Gloom, who looked between all the available mares, hopeful he could find another to safely take him all.

Glares met him when Chrysalis saw his eyes pass over her. “Don't even think about it. You already had your fill of me, loser. And I'm afraid I've learned how to immunize myself to Protoquen venom, so don't expect me to submit like all these lowly, peasant sluts around us!”

Grumbles rose from Gloom, who instead picked a former crystal mare guard, somewhat of a rarity despite no laws against females in the military service here. He was happy to top the drugged-up bitch, to put her in her place and let all his stress out on her, reminded of how many of his brothers had been slain in his father's downfall. Joyous wails rose from the toned mare as he humped her deep as he dared, forced to take it slower and more careful than he'd like so he wouldn't split her.

Haze tried to take a more thoughtful approach. At least the aphrodisiacs didn't seem to dull the minds of him and his brothers much, since the mutant bodies also carried a certain amount of resistance, albeit it had left all three of the beetles painfully erect as their shafts throbbed for release. His concern was more about what Trixie shared, that their minds would devolve over time.

He didn't want to die a prisoner in this wretched flesh! But what else could they do now...?

Grunts escaped him when the musk of his fertile precum drew a number of mares to him, which he realized were Ocelus and the pair of coral pink crystal mares that she'd taken her new likeness from. On their knees, they beset his monstrous bitch-tamer, lapped at the dollops of precum that pulsed from his tip and slid down the pony-insect hybrid shaft, as it spurted precum all over their faces and tits.

A shame Ocellus was trapped this way. He could've milked her lust venom and weaponized it!

Nonetheless, he helped himself to their bodies, as he pressed Ocellus onto her back and buried his dick in her cunt. She mewled and wrapped her limbs around him, as her 'cutie mark' resonated with the brands that tattooed the hips and buttocks of Foal-Bearer and Wet Nurse, their pleasures amplified while the sisters furiously masturbated amidst desperate moans and moist schlicks.

“You're next,” he rasped to the slutty sisters, as they winked their pussies in anticipation, and felt his phantom cock fill them deep each time his measured strokes mashed his tip on Ocellus' cervix. Ocellus cast back her head and arched her buxom breasts, as her snatch drooled over her rectum.

By this point, some of the stallions were tapped out, as even with the venom's help a number of them couldn't release more than half-a-dozen times before their climaxes turned dry, or in some cases, painful. Guards, soldiers, and Wonderbolts tended to have far more stamina than civilians.

Without taboos to hold them back, lewd curiosity overtook the studs. Thunder Storm swept Moonlight into his powerful arms, lifted one of her feet, and rested it over a broad shoulder when he drove into her cunt. He played with a tit and buttock when he pounded her sideways and whispered into her ear, “Can't believe my boy hasn't put a few foals in this hot little oven.”

“W-we finally made love a few times,” she slurred with a moan as she bl;ushed and took his cock.

“Your daughter's nice and tight too,” said Fiery, who'd been Lightning over, pulled her arms behind her by the wrists, and savagely railed her with a grimace. Her plumage feathered out side, taken to the core each time the beefy, mustard stallion conquered her cunt with his own cock.

Midnight couldn't even speak, ridden by his mother, Snowy, while Moonflower's buns spread around his snout, surrounded it in warmth as he inhaled the scent of her pussy and devoured it while he squeezed her buttocks. Driven by a hyper-stallion's instincts to dominate and spread their seed, he'd made sure to cum deep inside every mare that was close to him, to claim them as his own. As Snowy mounted and bounced on him, she and Moonflower kissed above the stud.

He'd bulked up a tiny bit more with each mare he bred, almost able to match his father in size now. Instinct told him to shoot his load into every female here, in an attempt to override their seed with his own, which was now far more virile, but those closest to him pulled him back for another ride.

“Looks like we're stuck with the leftovers,” muttered Fuchsia, as the trio of witches stared at a number of unconscious stallions, as more-and-more mares were forced to share what was left a few at a time, wait their turn, or make love to each other. She rubbed her own slit in a frenzy, her pussylips stretched and mashed with a snarl, as she asked, “Shouldn't we prepare for the war?”

“W-we are,” replied Lavender, who rubbed her twat too. “Our order partly runs on lust!”

“Indeed,” said Trixie, who tweaked her tasty twat and tits. “The lust we induce empowers our masters! We live and die to serve them! So this does serve a higher purpose to our cause!”

“T-too bad that hyper-stud can't impregnate us,” whined Lavender, who blushed and huffed while the circles of witches played with themselves faster-and-faster, and released spatters of their lust which mixed and pooled on the floor, as they played with their tits and stimulated each other's assholes with their auras, their rectums spread wide, filled with translucent horsecock contructs.

“Doesn't mean we can't fuck him anyway,” said Fuchsia. “If those dumb bitches ever climb off him!” The stud, who'd creampied his mom, had the mares switch places atop him, Snowy's cunt cleaned by licks from Moonflower, who suked his load out and swallowed before they sat down.

Moonflower rubbed Middy's chest and whimpered, “Give my little Moonie a brother or sister!”

Snowy's own wide ass rode her son's face, and squeaked in surprise when a hand rested on her lower back, forced her forward, and Night Blade's fleshy sword sank into her unprotected sphincter, as her own voluminous cheeks clapped from his thrusts, and her teardrop breasts were groped by him. At this point, Thunder and Fiery had also exchanged Moonlight and Lightning, both mares locked in a mating press when their ankles were held around their heads and they were pounded into the wet floors to a chorus of moans. Time-after-time, horsecocks slammed into their cunts and wombs.

Chrysalis turned her own attention once more to Shining Armor, who was all too eager to drive his dick into his new queen. “Worship me,” she demanded, and their snouts connected while he lifted her up and slammed into her, her shapely ass slapped into the shower's wet walls.

Perhaps she'd let him fertilize her own next clutch. Maybe see if she could take all the cocks of the 'Four Swords into her cunt at once, and let a soupy mix of their sperm inseminate her!

She let him fuck her in front of Cadance, not that the love queen cared in her entranced state, happy to let any stallion, mare, or even those mutants run a train on her. Chrysalis would also order Cadance to crawl around and lick up any missed cum, which she happily obeyed.

“Get over here 'Four Swords',” commanded Chrysalis, where the rest of studs obeyed, Shining Armor's creampie fresh in her ravaged cunt. “Go ahead. 'Knight' your former queen!” Cadance, on her knees, was surrounded by her their fleshy swords, which rubbed across her stained features, slid into her slick palms, Fier's driven into her throat as they started to have their way with her.

The dark queen shifted her body, so that a pair of twin horse-and-insect hybrid cocks rose from her, when she slid behind Cadance and helped herself to her breedable holes. Guardsmen that weren't passed out formed a circle around her and jerked off, ready to submerge her in another bukkake, to mark and claim her. While Fiery's fists tightened in her mane while he ruthlessly facefucked her, and matched the pace Chrysalis set to ruin her holes, he'd sometimes weaken his hold. That allowed Cadance to suck off more of the stallions, to savor the flavor of their precum which she swished.

They smeared themselves across her face, all over her body, and a couple of them managed to slide their cocks between her titties, which she bunched up with her elbows to better squeeze the precum-slicked titflesh around them while she rubbed more presented dicks. She inhaled their musk, her entire world one of massive horsedick, while she winked uncontrollably.

Awash in the love queen's deluge of lewd nectar, Chrysalis rained her palms down with a sharp clap on the ex-queen's heart-shaped buttocks. “That's it, you pathetic slut! Squirt all over me! Scream and moan! I'm sure you've fantasized about the hard cocks of every stud here deep inside you!”

Cadance simply nodded with a dark blush, fuzzy-headed, the two mares knelt in a pool of her own lust which she drooled out. She wanted to share the love with all her ponies, hearts in her hazy eyes, and saw that ahead of her, the beetle mutants helped themselves to the wrecked pussies of the twins and Ocellus, their cutie marks ablaze as they squealed out their euphoria, conquered by the beasts.

Midnight continued to sample his childhood friend, her mom, his own mother, and twin sister, who all prostrated themselves for him. The pegasus knight wished he had more than one dick himself so they wouldn't have to take so many turns...and a potion levitated over to him by Trixie made his wish come true when he drank it, and a temporary second horsecock popped out.

It would dissolve eventually and burn out his reserves faster, not that he worried about it in the moment, as he drove himself into the more youthful mares at once, with a playful slap on the asses of the moms to remind them they were next in line. Cadance drooled around the horsecock in her own mouth, drawn back to the hyper-stud's, aware that he'd made a fine 'Fifth Sword' someday...!

Her uterus and belly swelled with the fresh loads fired up her ass and cunt. Drank down Fiery's load, as more painted her face and all over her body, her outstretched plume included. Her own desires were fulfilled when Fuchsia and Lavender shared more potions with the slumped about stallions to renew them, and they stirred back to their feet, ready to cum in and on their beloved queen!

But eventually, they would all tire, too. Chrysalis would have them all cleaned up, then returned to their rooms, any memories of what had happened here blurred, like some distant dream, after the venom wore off. Once more, seated on her throne, Chrysalis peered into her crystal ball, her enemies so close to their territory now they were practically on her doorstep. With the cult's aid, she'd have quite a show prepared for them, a final celebration before they too would fall!

*****

The would-be revolutionaries made camp a safe distance from the Crystal Empire. Their last stop, before the final march into the Crystal Empire, where it would be too late to turn back.

They took shelter in the woods, far away from any changeling pits they'd seen. The moon was out, in a crescent shape, which reminded Panna of a brooch in her mane, which she caressed. Gifted by her brother Cornelius, a constant reminder of him. Since the laughter, claps, and cheers of her companions made it clear they weren't worried about how much noise they stirred up, she took out her ocarina and played a melancholy tune, reminded of a misspent youth as a common thief.

“It's pretty,” said Chezka, as the centaur sat near her friend. She, too, reminisced about what little she knew about her own path. She couldn't remember a family of her own, as she'd lived a lonely life in the wilds of her world, a huntress who'd endured each day in a fierce battle for survival. When she'd met the Amazon Tribe, it suited her skills perfectly, and the sisterhood welcomed and accepted her. Satisfied by her new life, she'd dedicated herself to the cause, and to Panna.

They watched a campfire crackle in the distance, where Cerise and Beatrix danced some more, surrounded by minotaurs that clapped and whistled. Moon Hammer and Redrum shared a drink, while Zafire Heart also sat in to watch the show, as more bulls and Amazons kept watch.

Even the demons savored the atmosphere, as they reveled in the darkness and the chaotic cheer around the camp. What started as a friendly skirmish between 'sisters' turned into a wilder, drunken brawl, which forced Bellatrix to intervene before one of them killed another. Yet the succubus decided to work this into their training as she joined in, although in a more composed manner, as she offered to take them all on by their lonesome. Grins crossed their faces as they attacked.

For the most part, they lacked strategy, driven more by instinct and bloodlust as they attempted to overwhelm her with sheer brute force. Sanguine proved the most brutal warrior of the bunch, like she'd anticipated, at the forefront of the attack, while like she suspected Xanadu took the most cautious approach, as the sorceress succubus tried to pelt her with blackish-purple flames. However, Nymphette and Kismet were quicker learners than she'd assumed, as they tried to double-team her from behind with a sneak attack. Bella maneuvered away, impressed when they almost scored a hit.

“You're still amateurs...but you've improved a lot in a short amount of time,” admitted Bella, who'd taken to the skies. “I'm proud of you all, and will always love you like my own children.”

It wasn't like her to be so sappy. But she feared some of them could be lost in the war ahead.

Another woman's voice called, “Maybe you need to take your lessons to the next level?” Zafire, who could only watch Cerise and Beatrix dance for so long before she was too worked up, instead sought out a different sort of entertainment, the Amazon Queen still naked except for her war paint all over, her flaccid horsecock like another limb when it swayed below. “How about it? Overcome me, and I'll show you how to unlock a new level of power. Fail, and I'll have my way with you all.” What she didn't tell them was either way, the bet would end in sex, confident that surely, despite her failures to unlock Panna's and Chezka's true power, this would be different!

“Sounds like either way you win,” countered Bella, who nonetheless stroked her chin, intrigued by the contest. “But very well, I have no problem with that. How do the rest of you feel?”

“Bring it on,” said Sanguine, who pounded a fist to her chest. Her eyes were drawn to the crystal alicorn's horsecock with a lick of her chops. “Hell, pride aside, I'm almost ready to throw the match! Girls, look at that massive bitch-breaker, and it's not even hard yet! We have to taste it!”

“I can't deny that,” confessed Xanadu in her low, sultry voice. “But I don't intend to lose!”

“Me either,” added Nymphette, a hand on her thin hip. “Let's whip her sorry ass!”

“This'll be fun,” said Kismet. “And we'll be able to face her beside our mistress! Woohoo!”

Zafira chuckled, which shook her heavy breasts. “Excellent! But I have a condition. Since my most vulnerable parts are out in the open...” She slowly brushed her hands over her tits, down her hips, and brushed her penis and testicles. “I want to face all five of you fully naked, too!”

With a shrug Bellatrix said, “That doesn't bother me whatsoever. Nudity is a demon's natural state, especially a sex demon, like us succubi. I warred with other devils for over a thousand years in the Necronomicon without a stitch on.” She ripped her leather bikini off, with a bounce of her assets.

Her minions followed suit, their own attire discarded to flaunt their own supple bodies.

“Don't rush in-” Yet it was too late, as Bella's followers sprang into action, and a bemused Zafira knocked down Sanguine, the first to reach her, with an uppercut. The warrior devil growled and wiped her split lip, instantly back on her hooved feet, while Nymphette and Kismet repeated their trick of a back-attack, which the alicorn deflected with a shield her horn raised, much the same way she deflected the fireballs that Xanadu tossed her way. “Damn it!” Bella flew in to support them.

Zafire evaded most of the she-devil's slashes, but one raked across her breast, and the war paint over her torso shimmered to protect her, its color mildly dulled as the powerful blow weakened the enchantment. “Finally, a real challenge! But I'm afraid you're no match for me.” Bellatrix may have a thousand years of experience behind her...but that paled next to the ancient alicorn queen.

“You're quite confident,” said Bella, as the Amazon Queen released an arcane storm.

“And you're fucked,” taunted Zafira, as the mystical wave bowled over and tossed about the other demons, while she seized Bella by the waist from behind and pulled her in close, and her horsecock bobbed to erectness in anticipation to fuck them all, her shaft pushed over Bella's pussylips, forced to part a little and drip over her precum-stained flare and vein-covered tool. Groans rose from Bella, who thrashed in her arms but was unable to break free as a hand cupped one of her tits.

“I'm...not beaten yet,” hissed the she-demon.

“Submit,” whispered Zafira into her ear, as she toyed with her titty, driven to try and seduce the sex demon. She wouldn't take her by force...but she'd happily wear down her defenses, make her surrender to the pleasures of the flesh, conquer and dominate her until she fully surrendered.

Her aura applied pressure to the rest of the succubi, weighed down by gravity from her telekinesis which pressed down on them. At the same time, the Amazon's own toned bulk pushed down on Bella, who was forced down onto all fours, Zafira mounted atop her, the meaty pills still mashed upon the she-devil, ready to take her. Her hands pressed over Bella's to pin them there, while the feathered tips of her plume rubbed circles around Bella's areola, pulled and tweaked her nipples.

“Can't...let the mistress down...!” Nymphette tried to crawl on her hands and knees.

“But she's way too powerful,” whined Kismet, who'd also risen to sit. “What can we do?”

“Double-down!” Xanadu opened her palms, and released a concentrated wave of darkness. The beam struck Zafire from the side, and burned cold when it knocked her off-balance. With the queen's concentration broken, all of them were able to rise and renew their assault.

“Teamwork,” howled Sanguine, who bit into the alicorn's ankle. The weakened demons struck back with Bellatrix, who'd slipped out of Zafira's hold after the queen had been blasted. Zafire, who'd held back quite a bit until now, decided she would reveal more of her true power to them.

Of course, she still couldn't go all-out, or else she'd kill them! Nonetheless, she felt so alive whenever she warred or fucked, thankful that Bellatrix proved a worhty opponent.

Chunks of brimstone swamped in hellfire were summoned by Bella, and tossed at the Amazon Queen, who raised her mystic shield to deflect them and Xanadu's coldfire. Grunts escaped her when Sanguine's fist connected with her balls, as even the magic tattoos couldn't fully dull the pain. “Okay...you asked for it!” She seized the warrior demon, and tossed her into Xanadu.

Sensing another attempt at a sneak attack from behind, Zafira's wings scooped up Nymphette and Kismet, and cracked their skulls together, the she-demons slumping unconscious as she dropped them. Her toned arms deflected the swipes of Bella's claws, back to a one-on one-fight. She couldn't deny Bella was incredibly skilled...but unlike the succubus, the Amazon Queen lived and breathed war. Her own punches and kicks battered at Bella, forced back by the barrage of blows. “Give up,” she demanded, as she knocked Bella on her ass, then pressed her foot to her throat.

Bella heaved her breasts, soaked in sweat, when the bottom of Zafira's foot pressed her neck to the foot and applied a little pressure, which choked her. She tapped Zafire's ankle. “I...I yield.”

Zafria withdrew, and offered a hand, which Bella accepted. “You put on a nice show. All of you.”

“Thank you. But we all obviously have much to learn,” admitted Bella.

“No hard feelings, I hope?” The other succubi shot Zafire dirty looks and hisses, but a glare from their mistress shut them down. “It wasn't a fair contest, even with how much I held back. I do have thousands of years worth of experience. I may even rival Celestia herself!” She rested a hand over her heart and beamed with pride. “I can see the potential in all of you. And would like to awaken it!”

“Let me guess. With your cock,” assumed Bellatrix, who approached and ran a finger from the hilt to the tip of the shaft, which tickled and hardened it a little, a dollop of precum left on Bella's fingertip, which she tasted. “Mmm. I can't deny it's potent. Virile. And your musk is more powerful than any stud I've ever met. Yes, I'm sure numerous, fertile women would happily spread themselves open for you. But we are sex demons, and I can't deny this exchange wouldn't be one-sided, even if you aren't able to further empower us. I'm all for it, as we decided for the contest.”

Any resentment the succubi held turned to curiosity and arousal when they saw Zafira's crystal pillar harden and bob, smeared in l;ubrication. This time, they tackled the Amazon Queen for a different reason, determined to take that thick, powerful horsecock inside them first.

“You'll all have your turn,” assured Zafira, whose palms wandered all over them. Luckily, since they were already nude, she was afforded easy access. Yet she staked her claim on their mistress first, her meaty bitch-tamer driven into Bella's cunt after she mounted her once more on all fours.

Bella lost all sense of her usual, superior dignity when the bitch-breaker properly started to drill into her core. She howled in bliss, subsumed by her succubus instincts, her pussy wetter and hotter than it had been in some time. She rocked beneath Zafira, each time her cock carved deeper into her.

Around Bella, her succubi formed a circle and furiously masturbated to the ravishment of their mistress, shamelessly moaned and baptized the couple in lewd sprays from their abused squelches. The music of playful squeaks and squelches met their ears as they played with themselves.

Zafira triumphantly towered over Bella while she reared up and fucked her into the dirt, eager for a turn with each of them. The muscular Sanguine, the voluptuous Xanadu, the nubile physiques of Nymphette and Kismet. She licked her chops, prepared to pump her massive loads into their fertile wombs. She took her hard and fast, certain such an awesome she-demon could handle her!

“Don't...stop,” wheezed Bella, as she took a massive cock which split her open, over-and-over.

“Settle down bitch,” playfully taunted Zafira, who sharply spanked her ass, aware that the succubus usually wouldn't let anyone top her. But she'd won full access to all their fuckable holes in a contest of strength! One which she wouldn't waste, determined to fuck her seed and power into all of them. Her palms smacked Bella's asscheeks, while her plume tips played with her heavy titties. She was rewarded when Bella's cunt clenched around her cock, and sprayed its lust all over her.

Bella couldn't remember the last time she'd felt this full. Since the succubus was a shape-shifter, she could conform herself to whatever cocks she took into her, and milk them for all they were worth. Her spaded tail snaked up, and thrust deep into her own puckered asshole for further stimulation. Before her, Nymphette pressed her vulva into her face, and she started to eat her minion out.

She slithered her tongue into her depths. Licked at her folds, and drank up her feminine nectar. Each time her cheeks were clapped, she hissed and clawed into the dirt while she ass-fucked herself.

Unfortunately, Zafira didn't have all night to spend on her, not when she wanted to breed the rest of the succubi before dawn broke. “Here it comes!” Slammed balls deep into her, she fired off her first load of many. Bella moaned louder, continuously, her belly swollen as she was filled up. She drank down more of Nymphette's messy squirts, which saturated her features as they rode out a shared climax. The watchers burned with lust, desperate to take their own turns with the alicorn.

The Amazon Queen licked her lips. They'd soon be in for the ride of a lifetime...

Chapter 11

Dawn started to break over the campsite, which signaled they would soon move out. Not that it mattered much to the succubi, who needed far less sleep than a mortal and instead drew most of their strength from sexual contact and seminal fluids. Other than a sense of satisfaction and awareness she was full, Bellatrix Primadonna didn't feel any different. However, her fellow succubi cheered and started to practice their abilities, which Zafire Heart had strived to awaken.

Bella dipped a finger into her smooth slit, and scooped out the Amazon Queen's seed, which she stared at. “Why didn't it work on me? Is it because they're natural succubi, while I'm mere fiction?”

Maybe Grayscale Carnifex could answer that. Yet she spotted no hint of him.

Zafira beamed with pride at her apparent success. “It worked! But why now, when I've tried so many times with Panna and Chezka before? Did I start to doubt myself that much, after I lost so many of my Amazons? Nonsense! I'll simply have to try some more! But we're out of time.”

The succubi were engaged in a playful scrap, as they put their new powers to the test. None of them had bothered to redress, still stained in some cum that ran from them, still not so different from wild animals when they warred for dominance. Unfortunately, Bella too knew time was up.

Already, the minotaurs started to pack up in preparation to move out. Once they made the final cross into enemy territory, the assault would commence, with the objective to retake the Crystal Empire, restore Queen Cadance to power, and find the source of Chrysalis' personal hive.

“Last chance for anyone to turn back,” announced Moon Hammer. Like the chieftain expected, there weren't any takers, a number of his most loyal bulls, Redrum included, by his side.

“We're proud to serve beside you,” said Redrum, a fist balled to his chest.

“Me too!” Cerise Silhouette knew she really wasn't one of them, and hadn't seen a sole female warrior in the ranks of Hammer's army, as they apparently came from a very traditional, old-fashioned society, yet they accepted her help without question. Maybe the holstaurs simply weren't wired for combat in most cases, since they appeared to be very passive and docile?

With a flourish of her cape, Beatrix proclaimed, “Time to strut our stuff!”

Gathered around the crystal alicorn were her Amazons, ready to sacrifice themselves for their queen. At Zafire Heart's own sides stood her two lieutenants, Panna and Chezka. The real test of this war paint's enchantment awaited them, the battle ahead far beyond that skirmish with the cult.

Unseen by those below, Grayscale Carnifex kept his army of Valkyries at the ready. He'd seen so many tragedies play out across the multiverse, as he and his order silently bore witness to history as it unfolded. But now, he had no choice but to act. In every version of this Equestria, he'd seen it fall. Already, the cascade had started, and none of them realized the full implications.

Whole continents, erased by the cosmic storm. Celestia, Luna, the Mane Six, Discord, the Dragonlands, and so many other allies...none of them could come to rescue the Crystal Empire, even if they'd been aware, as the cosmic storm had either displaced them or wiped them out. The true horror was that anyone could have their memories erased or be wiped from existence in a moment, as the delicate cosmic threads were unraveled by unseen, likely eldritch forces.

He'd write a new history for this Equestria. Or rewrite it, to be more accurate.

*****

The coliseum in the Crystal Empire was packed, attendance mandatory. The one exception were the crystal ponies that hadn't matured, taken in secret to the hives below, where they would be kept prisoner until they were either fertile for mares, or proper sustenance in the case of stallions. By the time the ponies realized what had been done, it would already be far too late to mount a rebellion!

On a raised platform at the center of the arena, Cadance was placed in a stock, forced into a bent over state and denuded, like all the prisoners here. Chrysalis, too, sat naked in her perch above, and the machines that the cult provided amplified her voice around the area. “It's time the ex-queen was properly broken in! Worry not, you'll all have a turn with her! Guards, help them form a line!”

As usual, the 'Four Swords' would be first, led in by the drones that prodded at them with spears that poked at their chiseled butts to send them forward. Her husband was to be first, Shining Armor second-in-power to his queen, then the order would descend until the most 'lowly' ponies would fuck her raw. Directed to use her pussy, he reluctantly reared up and stoically mounted her.

“It's fine,” whispered Cadance when she felt his familiar, black horsecock slide into her velvet depths. “I'm relieved you'll be my first today, at least. Just pretend like we decided to roleplay.”

“Y-yeah.” He swallowed hard and started to buck, forced to perform before the masses they ruled. The last day was mostly a blur, as the aphrodisiac venom robbed their memories of how they'd all senselessly fucked in the showers, Cadance unaware of who's foal she'd potentially carry.

He wasn't allowed to leave until they both came. Eventually, she clenched up and moaned when she soaked him, and as her cunt milked him, he too cast back his head and fired off into her.

“Next,” ordered a drone nearby, as he was replaced by Thunder Storm. He also tried to keep a neutral expression, as his own dick split her open and he started to hump her. His palms rested on her heart-shaped asscheeks for support, unable to deny how wonderful she felt.

“Give it to me,” whispered Cadance. “The sooner you finish, the sooner we can move on.”

“I'm sorry we all failed you,” he lamented, even as her hot, moist insides welcomed his intrusion.

“No...I'm far more to blame. I deserve this. I only wish my ponies wouldn't have to share in the consequences.” She'd learned to hold back any tears, almost in a trance-like state while her twat winked around him, her more lustful side happy to take every cock that filled her fuckholes. She wanted to curse her more amorous state, a by-product of her cutie mark, which made her a nymphomaniac. Her cunt winked more dollops of love nectar on him, aware every stud would have a turn with her, perhaps a few, by the time the tyrannical queen bored of this charade.

Fiery muttered, “Does she plan to have the mares rape her too, with strap ons?”

“Probably with actual proper penises,” said Night Blade, who subtly nodded at the cult members that floated about on watch. “You know they have potions for that. Hm, you're almost up.”

Groans rose from Thunder when, with a final clap of her cheeks, he shot off into her womb.

“Damn it,” muttered Fiery, tempted to call up his flames and immolate as many changelings as he could before they took him down. But not only did they still have hostages, but the damage he'd do wouldn't be worth his sacrifice. Gruffly, he clambered up and drove himself into Cadance, too.

“Do it,” said Cadance, as he snarled and started to pound her soft cheeks like they were stress balls.

A drone nodded at Night Blade's hung equipment. “What's the matter? Can't get it up? Sure looks like it works.” He pointed a mandible at his flare, his urethra caked in a dab of precum.

“Just find this all distasteful,” he answered, even more disciplined than Thunder Storm proved.

“Maybe what you need is some inspiration!” The drone whistled, and a trio of mares were led from the stands above, Ocellus, Foal-Bearer, and Wet Nurse. In an almost robotic fashion, the crystal triplets dropped to their knees before him, and started to service him like pro fluffers.

He winced and hardened around their licks and kisses, aware that were he to blow his load all over them, he'd be punished and they likely would be, too. Thankfully, it appeared Fiery was already prepped to burst with how wildly he pounded into Cadance, who screamed out her euphoria.

The mustard-stallion seeded her, too. Then popped out and walked off the platform.

With Night Blade up, he repeated the process in a mechanical manner, and tried to think about his dear Moonflower instead, his love for the ex-queen different. “I'm sorry our reunion ended up like this,” he murmured as he slid in-and-out of her foal-hole, which clamped around him in appreciation. “And I'm sorry what's so cruelly taken from you can never be returned.”

“Thank you,” she whispered back. “But I...I can't afford to lose all hope.”

“You do your people credit. A true queen.” His face crinkled and he twitched, unable to deny the pleasure, or the baser urges which took hold and made his hips all but buck on their own. Her hiked tail swished back-and-forth, and wafted the saccharine musk of her pussy into his flared nostrils.

Grunting once he wasn't able to hold back anymore, he buried himself balls deep and came in her, his palms sunk into her hips and buttcheeks as she moaned and sprayed him, too. Yet even as he finished and withdrew, they were aware she wouldn't be able to rest with the next line up of studs.

From her perch, Chrysalis masturbated with one hand to the sounds of schlicks, while she watched the army at her doorstep from the crystal ball. “Almost here,” she heaved and played with herself more furiously. “Now, I'll be able to wipe out the Amazons and minotaurs at once!” Guards posted at the Crystal Empire's gates rushed to meet the first wave, backed up by the cultists. Yet since she demanded the crowds cheer whenever Cadance was ravished, no one heard the battle from here.

However, the drones perched at the topmost parts of the arena's rims buzzed, ready to fly into action. Given the same orders as always, they were to try and take all the females alive!

“Come closer,” she beckoned to the cadets she'd ordered Shadow Haze, Bane, and Gloom to herd her way. The faces of the ponies bristled in the presence of the dark queen, ready to spring into action, were they not aware of the consequences. “Midnight Blitzer, wasn't it? Mmm, you've become far more studly in a short amount of time! Curious. And these two are-?”

“Moonlight River,” said the thestral, her snout drawn in a line, fully nude like the rest of them.

“Lightning Spark!” The electric blue pegasus danced on her heels, and her wingspan tensed, prepared to launch into action, but a snap of the pincers behind the cadets made her freeze back up.

“Pony names are all so melodramatic. What really matters to me is your bodies!” The dark queen's aura surrounded Midnight, and lifted the stud up, until she sat him beside her. He cocked an eyebrow quizzically, then swallowed hard when the voluptuous ruler mounted his lap. “Go ahead. Split me open stud, and show me your secret! Otherwise, your friends will pay the price!”

Weight settled onto the backs of Moonlight and Lightning, forced onto all fours by the rhino beetles that also mounted them, Bane and Gloom. Blitzer shouted, “Get off them!” Groans were driven from him when Chrysalis rubbed her wet slit over his member, which hardened.

“Do what the queen commands,” warned Haze. “Or my brothers will sever the heads from their broodmares with their pincers!” Bane and Gloom split their snatches open, and the mares moaned, forced to take their mutant cocks. Lucky for them, the sons of Sombra dared not dive in too deep.

“D-don't look,” pleaded Moonie with a deep blush, as her breasts swayed below under each hump.

“What she said,” added Blitzer's twin, her own supple physique rocked by each piston into her twat.

Without any other choice, Midnight allowed his hyper-horsecock to slide into the royal pussy. He clasped her wobbly hips and voluminous ass when Chrysalis started to ride him. He tried to hold onto his sanity, but his hyper-stallion instincts already threatened to take hold over him.

She cackled as she bounced atop him. Pressed her snout to his, as she forced a deep kiss on him.

“By the holy shit of Celestia, this bitch is nice and tight!” Bane chortled while he rode the bat mare, pinned by his bulk and mandibles, which wantonly explored her pliable, toned flesh.

“This one too,” said Gloom, as his mutant cock also mashed on Spark's cervix. “I can't wait until our queen dumps her clutch in these slutty broodmares! I hope she'll let us inseminate them!”

Haze watched his brothers fuck the mares silly and rasped, “And what about me?”

“Mmmm~.” Chrysalis considered, then reached back with her palms and spread her asscheeks wide, to put her puckered asshole on display. “Help yourself. You've earned a reward for obedience!” He bristled at the idea they were merely her pawns now, yet he approached her anyhow.

He clutched at her midsection, reared up, and slipped his tool into her ass. It would be so easy, he realized, to assassinate her now. But to do so would be a death sentence. He tried to think up some way to turn this around, to stop the de evolution the brothers faced, Bane and Gloom content to simply wet their dicks in fertile mares. Yet the cult made him realize they were destined to die as lessers copies of their father either way, trapped in Sombra's shadow until death claimed them.

The mutants rode their mares with as much speed and force as they dared, careful not to break them, even while their monstrous cocks split them in half. “Bitch soaked me,” chortled Bane.

“Mine too,” taunted Gloom, as they forced unwanted climaxes from their breeders.

“Sh-shut up...!” Sparks blushed and snarled, even while she was raped and put in her place.

“W-we can handle it! Be brave,” cried Moonie, as her eyes fluttered from unwanted pleasure forced on her. Both mares winked and clamped around the intruders, betrayed by bodies that welcomed them in, driven a little mad from bouts of estrus awakened even after the venom had subsided.

Not helped, unknown to them, by the hyper-stallion's musk, as Midnight and Haze fucked Chrysalis between them. Grasping more firmly onto the dark queen's hips and ass, his thrusts rose to meet her bounces, as her massive breasts swung in his face and their tongues continued to wrestle, his eyes now partially whitened when his instincts screamed to knock her up!

“Yes! You're even better than your father,” she mused. “I wanted to see which of the 'Four Swords' was most worthy to inseminate my next clutch...but I think that delicious cock has answered that!”

“Sh-shut up,” he yelled between his own muffled moans, as he tried to hatefuck the murderous bitch into submission. His palms smacked down on her asscheeks, left with furious red handprints as he marked her and made her yelp and clenched harder around him as he thrust up into her.

The slaps of wet, tender flesh resounded. Cervices were battered by the flares mashed on them.

“Gonna blow soon,” rasped Bane, as he hammered hard as he dared into Moonie, his crotch and her knees below saturated in a puddle of the lust he repeatedly forced to messily squirt from her slit.

“Me too,” admitted Gloom. “They're so hot and wet, and milk us like a couple of bitches in heat!”

Haze continued to wreck the dark queen's pucker and said, “Why don't we fill these sluts all at once, brothers? I can tell the hyper-stallion's really close, too...” The sons of Sombra agreed, they prepared themselves for their release, as their swollen balls churned with excessive production.

Chrysalis, lost in the moment, milked the hyper-stud harder. “Cum inside me...!”

Gasping as he shuddered, Midnight lost it and fired off into her cunt, while Haze quickly followed and burst inside his queen's ass, while Bane filled Moonlight and Gloom dumped himself into Lightning. The force of their explosive cumshots drove more messy orgasms from their mares, as their overfilled uteri and bellies swelled from the insane amount of virile spunk they all released.

Joyous shrieks filled the atmosphere, the brains of the females almost broken by bliss. Not so different from Cadance below, as stallion-after-stallion ran a train on her heart-shaped ass. By this point Cadance had taken a couple dozen horsecocks, her belly wounded as cum sloshed in her.

She stood in a puddle of excess splooge and her own girly goo, which rocketed out of her slit as the latest stud once in her royal service pounded the absolute shit out of her. While most remained loyal to their fallen queen, there were a few that resented and blamed her, happy for the opportunity to 'punish' her, as they took her forcefully to relieve their stress into her cunt.

Chrysalis sailed onto the platform. “Move aside,” commanded Chrysalis, as the Sons of Sombra and the three cadets were instructed to follow and landed behind their dark queen. Grumbles rose from the stallion that had barely finished, but he stepped away as the formed line was broken.

Bane carried his 'conquest', Moonlight, over one shoulder, where he nuzzled her soft, upraised ass. “Does this mean we'll have a turn with lovebutt? I want to help put that bitch in her place!”

“Me too,” said Gloom, who carried Lightning in a similar manner as his mandible rubbed circles around a plush buttock. “We'd be happy to fill all the holes of this slut up at once!”

“Whatever our queen wishes,” said Haze, with no choice but to play along for now.

“Hmph. Why don't you play with those triplets?” Chrysalis nodded over her shoulder at Foal-Bearer, Wet Nurse, and Ocellus. Bane and Gloom dropped their cummed in mares like sacks of potatoes, where they beset the twins, while Haze followed to take Ocellus. The stallions stroked and sucked off by the triplets were driven away by the mutants, when they pinned and fucked the maids. Chrysalis instead led the hyper-stallion over to his former queen with an evil smile.

Midnight's hung member couldn't help but twitch when he saw his queen's pussy ahead wink, and her asshole pucker up, as her slit leaked and carried the scent of her pheromones. He was pushed forward by Chrysalis, so that he was lined up with Cadance, and ready to sheathe himself in her.

He swelled back to fullness despite himself, and his horsecock slid between the queen's pink buns, which drove a soft coo from her lips as his flare slid across her rectum and smeared the ring in his precum. The sensation was amplified each time his flare throbbed and her taut asshole pulsed.

“She won't admit it,” murmured Chrysalis. “But she wants you! No doubt because you're a stud~.”

Cadance wore a blush, and her teardrop breasts swung like pendulums when she swayed a little in her stocks. “Midnight Blitzer, is that you? I didn't expect one of the cadets would be up so soon. But you don't have to feel ashamed, or hold back. I won't put any blame on any of my ponies.”

He swallowed hard. “S-sorry about this! All I ever wanted was to be a hero!”

Chrysalis butted in beside them as she leaned on the side of the stock. “Maybe the boy needs some more motivation, hmm~?” In another flash, she took on the likeness of Celesita in all her glory and raised her arms to pose naked by them, the solar queen more voluptuous than any other mare, with her statuesque, feminine beauty. She then bent back over to lean on the stock, and her suspended breasts swayed below her when she reached out and started to fondle Cadance's titties.

The hyper-stud winced as his flare throbbed and spurted precum, which either dribbled down Cadance's asscrack or settled into her hot pink sphincter. He could feel her warmth radiate, smell her lust, her plume extended like his, her tail hiked up as she winked to welcome him inside her.

“Better hurry up,” reminded Chrysalis. “Or I'll let my entire hive take a turn with your family!”

The threat clear, Midnight repeated his apology while he drove his cock into his queen with a squelch, immediately enveloped by her warmth and wetness as her velvet-soft, pliable folds conformed to his size. His hands sank into her hips and buttcheeks as he started to piston.

“Very nice~,” said Chrysalis, still in the shape of Celestia, as she bent to meet his snout and kissed him. Cadance moaned her brains out, her amorous stirred up from the moment she'd taken her first horsecock today, let-alone a few dozen, her lust driven to its absolute limit as her cutie mark savored the arousal of her people, amplified by their nudity and their own desire for their queen.

While this went on, portions of her swarm around the arena took to the skies. The armies clashed around the Crystal Empire, while they made their way further in, breaking through the blockade the first waves of the swarm put up in the hopes to delay their entry. Since Chrysalis had captured numerous hives, her armies were made up from many types of insects, many also warped by the cult's magic. Weapons collided, and magical bursts filled the air. However, even with the war paint to enhance the Amazons, they and the minotaurs would eventually be overwhelmed by sheer numbers. Especially when the cultists moved in to aid the twisted armies of Queen Chrysalis.

As more of her minions hurled skyward from the coliseum, Chrysalis rolled her eyes. “I hoped they could hold off my enemies until the grand finale. But it appears we may have to cut this short.” Her aura seized Moonlight and Lightning, who she pressed into her sides, still in Celestia's shape while the molested the mares. She played with their tits, as she forced them to watch Blitzer breed Cadance.

Between moans as her ass was clapped, Cadance dared to hope. “H-has help arrived...?”

“More like lambs to the slaughter,” laughed Chrysalis. “All my enemies on this continent will be drawn here, and wiped out at once! A whole tribe of Amazons to serve as my incubators! Oh, I want to celebrate already! Thunder Storm, Fiery Kickstart! Get your studly selves over here!”

The two stallions approached. Fiery snapped, “What is it?”

“Watch the attitude,” she purred, as her palms played with the boobs of the mares, who blushed and tensed up with muted mewls. “Why don't you two wet your dicks with these two cuties~?”

Thunder visibly balked. “What? We can't do that! She's my daughter! Just leave her alone!”

“Would you prefer I hand them over to my hive? I'm sure they won't be so gentle,” warned Chrysalis, who nodded at the menagerie of different insects which came from a number of hives. “Besides, it wouldn't be your first time. You don't remember due to the venom's effects, bvut-”

“You lie!” An explosion like a sonic boom suddenly struck the area. The sound wave bowled over everyone on or around the platform, the stock that held Cadance split by the screech of noise. His eyes widened in shock for a moment, in realization he'd done that, before he tried to repeat it.

Chrysalis snarled as she'd risen to all fours and pointed at him as she shouted, “Stop him!”

“To hell with that,” shouted Fiery, convinced this was their only chance as with a flick of his wrist he summoned up a wall of hateful fire which weaved and crackled to hold the rhino beetles and drones back. He strained to control the blaze, as he immolated a couple more of her minions.

“Here!” Moonlight had picked up a spear from a fallen foe, and tossed another to Midnight, as they and Lightning soared into the air to join the assault. Around the arena, fights broke out all over.

Snowy Blizzard, too, chilled a few drones to their core, which enabled some of the guardsmen around her to pilfer the weapons from the frozen changelings. However, it was clear they were at a severe disadvantage, most of the crystal ponies naked and unarmed. She formed an ice slick around a stand where drones rushed in, and watched them slip and fall with subdued mirth.

“I can't let my children be hurt,” the curvy mare called.

“I'm with you,” whispered Moonflower, who'd managed to smuggle some of the flowers she'd taken with her in her mane. She crushed them to a fine powder, which she blew off her hand like a fine dust into a drone and knocked him out. “I taught my daughter some of what I know about botany, which included knowledge of certain poisons which she uses in her darts. Unfortunately, I couldn't hide much on my person.” She looked on in quiet despair at the bloody brawls nearby.

Snowy continued to subtly ice any drones she could, careful not to directly draw attention. “It's fine!” They took shelter behind a stand. “Can we obtain any more of those flowers?”

“Not here. They are preserved on Nocturne's Peak,” lamented Moonflower. She huddled naked and shivered, reminded of the ancient battle between Celestia and Nightmare Moon, where she and her husband bore witness to bloodshed and death on a massive scale, Night Blade partially responsible for the bloody conflict. The child he'd fathered on his mare had altered him for the better.

Hope swelled further when Shining Armor reactivated his shield, which he formed over the cadets to protect them. The paladin's men fell into line to protect him as he worked his spell.

A crystal sword twirled in circles when it fell from the sky, and with a thunk embedded itself into a drone, who screeched when it fell and died. Cadance barely hesitated to question it as she withdrew the blade, and with both hands leveled it at Chrysalis. “Face me, defiler! One-on-one!”

Chrysalis cackled. “We've done this before!” Yet she brushed aside the changelings that came to support her, aside from a heavy sword she also accepted from one of them. “But, very well! No one better interfere!” With the ex-queen's power neutralized, surely she was no match for her!

The two queens clashed once more, their blades crossed, aware that since they battled naked, any blow could easily prove fatal. But Chrysalis wanted to humiliate her further before her ponies! Clangs sounded when their weapons collided and sparked. Thrusts were met with ripostes, slashes were either evaded or bit into their skin with a nick, small slivers of blood drawn. Chrysalis knew she could batter her with her spells, too...yet she needed to prove to everyone she was superior!

Cadance, too, wanted to inspire her ponies, to prove to herself and them hope still lived. It didn't matter, she decided, whether her power as an alicorn had been robbed. She still had all her skills!

Fiery and Thunder placed their trust in their queen, and instead unleashed their elemental powers to aid those around them. The mustard-colored swordsman cried, “Let's scatter them like roaches!”

“I don't understand this power,” admitted Thunder. “But I'll do whatever it takes to save my home!”

Ocellus waved at the twins. “This way! We can't stay out in the open!”

“But we're trapped,” reminded Wet Nurse, as people traded blows everywhere. While the drones took care to subdue rather than slay any mares, some of them were trampled in the pandemonium like a number of stallions, amidst a stampede once a skirmish spiraled into an all-out brawl.

Foal-Bearer followed Ocellus' eye and said, “I see.” The three of them took shelter where Snowy and Moonflower were, up in the stands, where Night Blade had taken up a sword from a fallen foe and used it to help a number of soldiers protect Shining Armor as his shield spread over the cadets. Midnight, Moonlight, and Lightning also pitched into the battle, yet they were forced to take defensive measures to survive, since their opponents were armored and far more numerous.

“This may be a losing battle,” warned Night Blade. “But if we all must die today, we'll take as many of them with us as we can! We shed blood on behalf of our people, our nation, our queen!” He raised his blade, and cheers resounded, uplifted with a renewed sense of morale, bound by duty.

The sons of Sombra were the first to run from the arena, once Fiery summoned an inferno they knew could melt them with ease. Instead, they blundered past anyone that tried to halt their escape. Even most of the swarm parted to allow them to exit, aware their pincers, when they vibrated, could turn them to mush within seconds. Haze, Bane, and Gloom swiftly burst out into the open.

However, outside the coliseum awaited another clash between two armies. Zafire Heart, Moonhammer, and Redrum were at the forefront of the Amazons and minotaurs that thundered into the capitol, aided by the succubi, a witch, and a holstaur. “That's her,” said Bane.

Gloom studied the curvy cow and said, “The fruit of our father's loins? What was her name?”

“Cerise Silhouette,” answered Haze. The rhino beetles took shelter for the moment in an abandoned building, as they weren't about to throw away their lives for the changelings or the cultists. “We wait until she's near and mostly alone. Jump her and claim her for ourselves.”

Gloom twitched his pincers when he asked, “What about that witch-bitch?” His beetle eyes focused on her. “Wait a minute, she's practically the twin of that cult leader, Trixie Lulamoon!”

Haze mumbled to himself, “I wonder what that could mean? I have to find out.”

“We'll claim her sweet little cunt too,” chortled Bane with a rasp. Their plans fell silent when the sky darkened over the Crystal Empire. At first, it appeared to be an eclipse...until the blackness parted, and an army of winged women with a metallic sheen on their armor descended. They rode on horses that sailed the skies, and lanced the drones in the air, which spiraled as they fell and died.

Haze cried, “What are those? Where in the hell did they come from...?”

A similar curiosity and trepidation beset many of the onlookers, from the capitol to the coliseum. War cries screamed from the Valkyries, who only dived to attack the changelings and cultists, no mercy shown when their lances ran them through and they descended like a murder of crows. They were the scavengers of the battlefield, once tasked to collect the souls of the worthy. Yet the world they'd come from had fallen, collapsed like so many others as the multiverse unraveled.

Bellatrix recognized the new arrivals from knowledge gleamed when she'd been a prisoner in the Necronomicon. “Valkyries,” she murmured to herself as she led her fellow demons into battle. “This must be the help Grayscale Carnifex promised. Most likely, he's somewhere nearby.”

Guided by their mistress, her sister succubi reveled in the fray, with their newly awakened powers.

At her side Beatrix called, “Let's clear house and liberate the ponies here!” By this point, most of her power had returned, but she helped reserve some of it with the wand that the blacksmith had repaired. “Huh, wonder if Middy and Moonie are here? This is their world, after all!”

Cerise, who kept her distance as she aided them with her spear, paled. “Th-they're here? I can't let them see me like this! I don't want my future husband to think I'm a cow...!”

“I have an antidote,” reminded Bea. “But it's a one-time deal! You'll be at more risk as a pony!”

“I-I don't care! I don't intend to die here today! I'll return home and marry him!” A colorful cloud from a smoke bomb blossomed and enveloped Cerise and Beatrix, as the latter dropped one to hide them while they made a stealth retreat into an empty house not far from them. “Bea, wha-?”

“Your antidote. Ta-da!” Bea removed a tiny vial from her cape with a flourish. “Just drink up!”

“S-so this'll turn me back,” whispered Cerise, who absentmindedly ran her palms over her udders, rewarded with another small smile of pleasure as her touch milked out a couple droplets from the slits in her nipples, which were absorbed into her cow print bikini. “I'll miss this form...a little.”

“Maybe I can learn to replicate the formula someday? It's pretty advanced, plus I've never seen most of the ingredients before! Guess they're either extinct or never existed in most universes! Even so-” As Beatrix droned on nonstop, Cerise uncorked the vial and swallowed its bitter contents with a frown. A moment later, with a final moo, Cerise started to rapidly shrink back into a mare.

She clutched at her bikini, which threatened to slip off her charcoal curves, as her snout also shrunk back to its normal size and the small cow horns vanished from amidst her hot pink mane. Finally, she settled back into her earth mare form, aware she could always turn back into a thestral hybrid, thanks to her father's dark arts which he foisted on her when she was still a baby to protect her.

Around them, their surroundings shook from explosions outside, thankfully distant from them. A reminder that the siege continued, and their allies likely needed their help. Nonetheless, Beatrix helped the mare she saw like a niece to a couch. “Do you need a few minutes to rest?”

“Just a few moments,” she heaved, winded. “Mostly, I need some new clothes!”

“Maybe this'll help?” Bea wiggled her fingers, which appeared to be surrounded by magical dust, as she shrank the cow bikini until it conformed perfectly to the mare's physique. “Better?”

“Guess it'll do. Thanks, Bea.” Cerise put her mane back up in pigtails, and noted the small bandana with cow horns had mysteriously returned after she transformed back. “Time to head back.”

Beatrix bent over while she checked out a larder. “Shame, I could use a short nap and a snack!”

“You know we all have responsibilities,” reminded the princess, who leaned on her spear for support when she hefted herself back to her feet. It took a moment, but she readjusted quickly back to her usual form. “The sooner we save this nation, the sooner we can return home!”

“Sure, sure. It's another adventure!” Beatrix forced a chipper smile, despite her unspoken worries. “Here.” She handed over her wand. “This could save that cute butt, you need it more than me!”

Cerise accepted the unicorn horn wand. “Thanks...I think?” She shuddered at the tool, which she feared was cursed, its touch cool in her palm. A reminder of the cruel experiments her father had surely done, before he'd settled down to father her. “Just concentrate to work it, huh?”

“Pretty much! But stick to 'basic' spells, it's power is limited to whatever unicorn it came from! You know, telekinesis, elemental blasts, that sort of stuff. Shame we don't have time to practice.”

“Hope I'm a quick learner,” murmured the sheltered princess, but she'd seen her handmaiden and sometimes teacher, Somnambula, often perform a few simple spells of her own, able to work them with her hands and lips. She wanted to learn magic herself, but was warned it would take many years.

The spoiled sweet princess knew she'd never been that patient when it came to such things, a quality she'd found Beatrix shared, since the adventurous witch preferred to learn on the field, rather than with hours spent with her nose in a book. A weakness they needed to work on.

They started to head to the door, unaware of silhouettes with pincers that approached...

Chapter 12

A crash resounded when the front door and the walls around it caved in. Beatrix jumped and Cerise screamed, swarmed by the rhino beetle mutants that charged in through the rubble and dust. The fallen portion behind them blocked the exit as Shadow Haze shouted, “Block any escape routes! Cerise Silhouette! We are the sons of Sombra, and are here to claim you for our own!”

“S-sons of...?” Cerise's wrist was grabbed by Bea, who pulled her when they attempted to make a run for it. Gasps escaped them when one of them, Bane, blocked their path with his bulk.

“You're ours!” Gloom crowded them from another direction, as his pincers started to vibrate.

“Screw that!” Beatrix dropped more smoke bombs, and raspy coughs sounded when the colorful smoke clouded throughout the wrecked house. Glass shattered as their silhouettes moved amidst the miasma. Haze, Bane, and Gloom were instantly on the hunt, before the mists faded.

“Gotcha!” Bane's eyes had refocused, as his mandibles pinned the princess.

“Let her go! Or else I'll-” Bea froze up, as when her horn started to light up, Gloom's vibrating pincers hovered around it from behind, ready to snip it off and cripple her forever. A trickle of urine ran from her leotard, down her inner thighs, as the mutants chortled in triumph.

Cerise whimpered, “Wh-what do you want...? No!” The many mandibles of Bane gripped at her cow print bikini, and relieved her of the top and bottom pieces at once, as her medium-sized breasts jiggled into the open, her bright pink areola's perky pink tips dotted in leftover milk from her holstaur form which dotted the slits in her erect nipples. Immediately, he started to fondle her.

“Please...leave her out of this,” pleaded Bea, who shook and peed herself some more.

“Settle down bitches,” taunted Bane, who stood on two mandibles, while another pair played with each shapely buttcheek of the princess, sinking into the squishy, marshmallow soft flesh. His last set of mandibles mashed her milky melons. Jets of deliciously sweet milk rocketed from her nips.

Gloom's hardened member slid into Beatrix's leotard, where the flesh pillar traced over her smooth slit, and pulled on the fabric until it snapped. The mandibles he didn't use to stand seized her costume, and tore it away, as Bea's more buxom breasts were freed with a pendulous sway. Instantly, four mandibles were upon the witch, as they played with her tits and buttocks.

Moans were driven from the manhandled mares, their faces ablaze with dark blushes, as their pussylips swelled and moistened with anticipation to match their erect nipples. Haze made certain to strip away every last shred of clothing from them, other than Bea's gloves and boots, and the ribbons which held up Cerise's pigtails and the cow horned headband, in case they hid any more weapons or tools on them. Then, he tossed their junk into a corner, as his cock ached too.

“Make some room,” said Haze to Bane as he approached the princess.

“Not fair! I saw her first,” barked back Bane, who refused to release her as he felt her up.

“We can share her,” offered Haze to pacify his more thuggish brother. He'd noted Gloom was a bit smarter than Bane, but neither compared to him, their leader and most worthy heir to their father!

“...fine,” rasped Bane. “But I want her royal pussy!” Two of his mandibles lifted Cerise up by the waist, and spun her to face him as his mutant dick dragged across her wet slit and mashed on it, while another pair of mandibles settled on her black buns, and spread them wide open, her puckered pink asshole on display. “Do you think this slut princess can handle us both at once?”

“Let's find out,” said Haze, as he pressed his tip to her puckered rectum.

Beatrix cried, “Why don't you let me handle you three instead? I'll—ack!” Lifted by Gloom, he impaled her pony pussy deep as he dared, and she squirted on him, her belly distended with an outline of his hybrid tool as he'd mercilessly pierced open her cervix and claimed her uterus.

Whimpers rose from Cerise as she was skewered from both ends, barely able to handle their sizes even though they hadn't driven in too far, as a thin layer of flesh barely separated the duel cocks that practically touched when they mashed inside her and tried to further split their bitch open.

Gradually, the three mutants started to rhythmically hammer into their mares, fast and hard as they dared, with the constant threat of the vibrating set of pincers to keep them docile while their mandibles rolled circles around the tits and buttcheeks they squuezed, their lits rubbed, areola traced, and nipples pulled as breasts were fully distended them released with a wobble and a smack back into place, Bane and Haze rewarded with spurts of milk as they latched on Cerise's titties together and suckled. She winked, clenched, moaned despite herself, and came all over them.

“Got a couple of nice squirters,” chortled Bane, as he forced a deep kiss on Cerise.

“This one's nice and tight too,” said Gloom as he lifted Bea up-and-down, and slammed her back onto the mutant tool that impaled her. “Of course, all mares are, with our sizes! She too gripped and winked around his intrusions, as he milked more deluges from her twat as he fucked her raw.

The sound of the witch's and princess' cheeks clapped echoed throughout the caved in home, while the distant sounds of battle resounded outside as the armies continued to charge further into the capitol. Finally, the three of them came for the first time, as Bea and Cerise screamed out the pleasures forced on them, their wombs rocketed with such force by the hot volumes of spunk them squirted on the mutants and each other some more, as their bellies swelled to unbelievably sizes.

“Take it! Bear all our foals you sluts,” yelled Bane as they unloaded into them.

“You like that, don't you bitch?” Gloom hissed into Bea's ear, as his cock throbbed in her core.

“I think the poor princess passed out,” observed Haze, as she'd slumped between the rhino beetles as they continued to fire off into her, and the excess sluiced from her ruined fuckholes. “You'd better not be dead, princess.” He playfully slapped one of her tits. “We have such plans for you...!”

Outside the partially demolished home, the streets were mostly emptied by now, aside from the corpses strone about, most of them changelings and a few cultists, although a number of Amazons and minotaurs were lost, too. Roads were cracked or torn up, caked in blood as an eerie silence started to settle over parts of the mostly abandoned battlefield, as the armies thundered onward.

“It worked,” snickered Beatrix, as she and the princess peeked in from a window, unharmed. “Some of the old tricks my mom taught me! Mixed a few hallucinogens into a smoke bomb, and combined with some clever illusions,m and voila! The poor fools think they trapped us!”

“Creeps,” muttered Cerise with a shudder, as they witnessed Haze, Bane, and Gloom, trapped in their delusions, violently humped the furniture around them as they imagined their assertment of dominance over the mares. “I...I know my father did lots of bad things. But I hope he was better than this!” Silence fell between them for a moment. “We should move on. What do we do with-?”

“We'll burn down the house,” said Bea. “Finish them off! They're monsters. You know they'll do the same or worse to any mare they meet.” Gently, she asked, “Do you want me to...?”

“N-no. I'll do it.” Her hand trembled around the unicorn wand, which started to heat up at her will, until its tip crackled and smoked. “It's only fitting that another child of Sombra finishes them off.” They took a step back, as Cerise pointed the wand and funneled flames all over the building. The magic fires licked across the flammable surfaces of the structure, and quickly spread, directed by her will.

She winced when the tool burned crimson and started to crack and blacken, the reserve power of the dead unicorn that once bore the horn almost spent. She tossed the tool into the house, as the inferno spread to the furniture and enveloped the mutants. Her ears flattened at their shrill screeches, as they were immolated and blackened, and dark smoke clouds arose from a funeral pyre.

“Farewell,” she whispered with wet eyes, as Haze, Bane, and Gloom were consumed.

Beatrix held her 'niece', who returned the hug. “You're nothing like them. Your half-brothers, either. I really wish White Shadow Penumbra and Ashen Dunes were here. They'd be so proud of you! Let's help the others, okay?” With a sniffle and nod, Cerise set off behind her 'aunt'.

When they neared the entrance to the arena, three hooded and cloaked acolytes awaited. Beatrix pushed Cerise behind her, as her horn and hands lit up, her snout drawn for the battle ahead.

“Hello there my little hellspawn,” said the one at the center with a wicked, subdued smile, as their hoods were cast back in unison to reveal Trixie Lulamoon, Lavender Lace, and Fuchsia Blush.

“M-mom?” Despite her doubts, Bea knew this wasn't simply a Trixie, but it was her Trixie! The same mare who'd raised her, showed her all her tricks, and even bestowed her beloved hat on her!

“Join us,” said Lavender. “You, too, princess! You've proven your worthiness!”

“We can give you eternal peace. A sense of belonging that will unite the world,” said Fuchsia, as the three women open their robes to reveal their naked forms beneath, and from their snatches they partially 'birthed' a nest of tentacles that wiggled around the wetness that dripped from the lustful mares, as the eldritch entities attached to their wombs both empowered and enslaved them.

“Gross,” cried Cerise, who clutched her spear harder as she took a step backwards.

“Don't knock it until you've tried it, sweetheart,” said Trixie with a snicker, and the three mares moaned and their eyes temporarily rolled into their heads, clenched around the monstrosities inside them which rewarded them with a small climax that washed out of their pussylips.

“Just take one of these inside you,” said Fuchsia. “And your troubles will all disappear!”

“We'll spread this token of our mistress across the multiverse!” Lavender tittered between mewls.

“Go on,” shouted Beatrix, who suddenly tossed another smoke bomb at their feet. Immediately, everyone rushed into action, as the witch's prismatic beams collided with the trio's.

Trixie yelled back, “Those tricks won't work on us!”

Cerise hesitated only a moment, but placed her faith in Bea when she rushed into the coliseum, where the main action now took place. She'd find someone, Bellatrix maybe, and send help!

Behind her, there were repeated flashes while Beatrix attempted to hold off a troika of skilled mares.

*****

Chrysalis screamed at the sky. “Where did these bitches come from? Terminate them!” She shouted orders at her changelings around her, while she repeatedly crossed swords with Cadance, driven back by the love queen's skillful blows. Since Cadance had further polished her skills with the 'Four Swords' over the years, she was no slouch herself, Chrysalis barely able to keep up anymore.

Driven into a corner, she yelled, “Call in more reinforcements!” She didn't care whether she had to leave her hive undefended anymore, as she'd build a new, better one in the Crystal Empire!

Sweat poured down the bare, voluptuous bodies of the queens, who heaved. “Call them off and surrender,” demanded Cadance. “Or I'll take your head and put it on display atop a spire!”

“I'd sooner die! Everyone will either worship or scream my name!” The ground started to rip up around the coliseum, as marble fractured and caved in to reveal the torn up soil below, as more changelings swarmed into the scene, and parts of the arena collapsed inward. Screams filled the air when some stallions and mares were pulled into the pitch darkness below by more drones.

Once she'd seized power, the dark queen had her minions build more tunnels below. Just in case.

Now her plans paid off, since more of her swarm arrived to aid in battle, while they rose and flew up to match the Valkyries. They hoped to overwhelm them with sheer numbers, no unit a match for the Valkyries. The cultists, too, continually fired off spells with their horns, hands, and wands.

The earth quaked. Cadance pitched forward, her sword crossed with Chrysalis'. They tumbled into the abyss, unable to fully break their fall with their spread wings as they dropped their blades, their hands clutched in a shared, hateful snarl, while they vanished into the black depths below.

Fiery bellowed in fury when he saw the twins snatched up by drones that buzzed by. “Bastards!” He'd taken up a sword he'd set ablaze, and furiously cut down enemies as he tried to reach them. With a leap, he also sailed into the air, only to be swarmed by a thick mass of the changelings.

“I-I can't hold on anymore,” admitted Shining Armor, as his horn sparked and his shield finally crumbled. He took up a blade to help his fellow 'Swords' as they too were overwhelmed.

“It's not enough,” murmured Night Blade, as his saber dripped blood. “Is this how it ends?” The scene appeared Apocalyptic, not unlike the hellscape he'd seen before he'd been frozen.

Thunder Storm, too, felt his mysterious power wane, as did Snowy Blizzard's. His heart raced as he used his own blade to protect her, Moonflower, and the cadets. “No! At worst, the odds are even! Get the cadets inside, men! It's too dangerous out in the open with these craters around!”

“I don't think it's safe anywhere,” replied Shining, but he helped direct the cadets inside. He attacked the changelings with sword and spell, unable to conjure up anything more advanced than a basic beam attack, which nonetheless zapped a few drones from the sky to meet their swords.

A number of cadets were funneled inside the building as it rocked and threatened to collapse. Dust rose around them, as Midnight, Moonlight, and Lightning choked on the thick clouds, forced by the 'Swords' to abandon the field, even after they tried to slip past the soldiers and stay behind.

Lightning balled up her fists and cried, “This isn't fair! We can still help out! We-” They were forced to fly away in a blur, as the corridor they were led into crumpled with a thunderous boom.

“Great. We're trapped,” said Moonlight, once the cave in stopped and they saw piles of debris behind them, uncertain whether any of their fellow cadets or soldiers had been crushed.

Midnight tried to cover himself with his massive, feathered plumage. “Still naked, too! At least we picked up some weapons! Maybe we can find some uniforms in the locker rooms here?”

“Well, we certainly can't turn back.” Moonie exhaled as their footsteps echoed in the hallways. After all they'd seen and been forced to do, the mares barely minded their nudity anymore.

By contrast, the hyper-stallion noted how his body continued to develop with each mare he bred with. Appreciative looks often met the stud, who'd bulked up and couldn't fully hide his sizable, productive tool, a true virile specimen of masculinity that it was difficult for mares to resist. Even his sister wasn't immune, as the electric blue twin would steal an occasional look at his horsecock.

It didn't help that they were forced to inhale his residual musk, after he'd bred two of the most fertile mares, Chrysalis and Cadance, which made their taut mare pussies hot and sticky. They would squirm uncomfortably when they walked, with a wet squish as their lower holes clenched up.

“D-damn it,” muttered Moonie, as his presence started to put them back in a state of estrus.

Lightning also bounced on the heels of her feet, as a similar warmth spread throughout her athletic form. “Hey, what's that?” She pointed at a shadow which crossed by one of the corridors ahead. “Let's check it out!” Before they could stop her, she shot off ahead with her spear in hand.

A mare's shrill cry echoed. Her friends flew to help her.

“W-wait! I'm a friend!” Cerise raised her hands, a spearpoint pointed at her heart.

Sparks demanded, “How do we know you're not a shape-shifter? I sure haven't seen you before!”

“It-it's complicated. I'm Cerise Silhouette.” Her blush deepened when the other ponies arrived, the three of them nude, and she tried not to stare at her future husband in particular. I'm part of the liberation army that's come to save the Crystal Empire! But I had to slip away on my own!” She'd run into one of the succubi on her way in, Xanadu, and sent her to back up Beatrix with the assurance she'd be fine on her own. But the dancer was relieved she'd run into some old friends!

“Hmmm...suspicious,” she replied, as her eyes narrowed and her lips were drawn.

“I think she's on the level,” decided the bat mare, who relaxed her posture.

“Thanks, Moonie!” Cerise's blush darkened further.

“Huh? You know me? I don't believe we've met before?” Moonie quirked an eyebrow, her arms folded beneath her bunched up, medium-sized breasts as she studied the newcomer.

“S-sort of,” whispered Cerise, who looked away as the spear was lowered from her heart. “Like I said, it's complicated, and I doubt you'll believe me no matter how many times I explain it.”

“Try me,” said Moonie sympathetically. “But not here. Huh, let's see if this office is open.” When they found the door was locked, Midnight kicked it in, and they made their way inside. The found a desk with a chair, and shelves, but as they rifled about them no clothes were uncovered.

“This sucks!” Lightning klicked a drawer, then winced and bounced on the foot she stood on.

“It's not so bad,” admitted Moonlight with a grin. “I'm pretty used to it by now!” She wasn't certain whether it was her estrus, or all the sex around her, but she felt a certain exhibitionist streak.

“We do need some armor to fight though,” replied Midnight, who couldn't help but check out the mares around him, Cerise included, since she teased him with the scanty co bikini she wore. He used his plume to hide his crotch, as the scent of estrus from mare pussy made him swell up.

Cerise couldn't help but feel a little bad she was the only one dressed, but she hesitated to hand over what scant clothes she wore. “Guess I should explain myself.” She pulled up a chair and sat. “Um, where to begin? You've heard about how some people here are displaced, right? Well, I'm also from another world. My friends, too. Where I come from, I...I'm a princess, and the daughter of Sombra. I'd already met a couple of you there. Actually, Middy, we-we were about to be married.”

“Huh?” He furrowed his brow, his emerald eyes wide.

“S-so I don't win out in the end,” murmured Moonie softly, crestfallen.

Sparks inquired, “What about me?”

Cerise looked away and didn't speak for a moment. “...deceased, far as we know. Middy lost his entire family when the changelings invaded, according to what we've been told. I'm sorry. Maybe that's what we were sent here to prevent! My friend, Beatrix, travels about and fixes problems!”

“About that...” Moonie shifted her stance, arms still crossed. “We can't do much. We're still cadets. Middy here has bulked up whenever he, er, partook in some 'private time' with mares?”

“Y-yeah,” he admitted, and rubbed the back of his neck. “I do feel much stronger each time!”

A devious snicker left Lightning's lips. “I have an idea! But I'm not sure you all will go for it?” They turned to her. “You see, we have one stud here that can bulk it even more, and three mares...”

“Wh-wha...?” Cerise's face went fully red. “But you're his twin sister?”

“Pretty sure we already crossed that line thanks to the aphrodisiac venom or whatever that Chrysalis said she pumped us full of,” she confessed with her own dark blush, as her estrus made her inhibitions and any taboos she held break down further. “Th-this could be what we need to win the war!”

“Doubtful,” said Moonie, yet her own pussy winked at the idea. “Still, we may not have any other options. A stallion is supposed to protect his herd, and...and maybe we could pretend?”

His feathers and fur fluffed up when she caressed his barrel chest. All his instincts demanded he bend all the mares over that desk and take them, but reason still won out. “Only if you're all for it. I don't want to pressure anyone.” He smiled at Cerise, who appeared torn at the idea.

Cerise stood and said, “I...I'll do it.” She undid the string to her top, and allowed it to fall, as her medium-sized breasts, topped by wide pink areola, toppled out with a playful wobble. Her soulful eyes shyly turned aside when she stepped out of the bottom piece too, her body fully bared.

Sparks whistled with a smirk. “Wow, you're hot! Granted, we all are! So, who wants to bend over first?” She landed a sharp slap on Moonie's butt, which rippled, the mare sent forward.

“You're so crude,” said Moonie. “But I think you should be up, Cerise. You two are about to be married in that other world, huh?” Gently, she led the princess over to the desk, where she bent her over and with a subdued titter landed a playful spank on a shapely, supple charcoal bun.

“It-it does make sense,” admitted Cerise, since he'd already had a turn with them before. “I wanted to wait until we were married. But...” Grabbing her buttcheeks, she spread them wide open to present her lower holes to Midnight, who took his place behind the princess and mounted her. Inch-by-inch, he fed himself into her hot, moist depths, as the pair of them moaned, united.

“Give it to her,” teased Sparks, who landed another playful spank on Cerise's other bun, which rippled. The hyper-stud, who took Cerise by the hips and buttocks, started to pound her pussy. The electric blue mare asked, “Huh? Is that milk?” She squeezed a titty, which squirted lactation.

“M-moo~,” came an instinctive cry from Cerise, as old habits died hard and pleasure spiked in the tit. He clapped her cheeks with reckless abandon, as his hyper-cock punched past her cervix to claim her womb. Cerise didn't worry about that as her twat winked, sure Bea's potions would do the trick!

Grunts and snorts came from Midnight, as he rocked the desk each time he hammered into what he'd been told would be his future wife. Firm hands wandered all over her supple physique, pulled and squeezed at her tender flesh, as she moaned even louder and drenched his furry crotch.

“I can't deny this is hot,” admitted Moonie, as she started to furiously rub her twat with squelches.

“M-me too,” said Lightning, who also played with herself as she and Moonlight pressed their breasts into the sides of the hyper-stud, his eyes partially white as he inhaled musk from all their pussies.

The combined smell of all their musk simply made them even hornier, their heads fuzzy. Balls deep in his would-be wife, the hype-stallion's boldness grew since he wanted all of them in his herd. “Bend over,” he commanded, as his firm palms rained down on the asses of the mares at his side.

Titters escaped his twin. “Bold, aren't we? Well, I don't mind!” She leaned over the desk.

“Me either,” his crush admitted with a blush as she presented herself, too. They mewled when his fingers sank into their cunts, which spattered over his hands when he started to blast them in a blur, while the tips to his plume continued to feel up Cerise while he furiously railed her with a snarl.

Much as she enjoyed this treatment, Cerise hoped the payoff would be worth it. How much, she wondered, could one soldier do to help turn the tides? But she'd seen him in action back in her world, noticed his potential immediately, and had hit on him in fear another mare would lay claim to him first. She hadn't known about Moonie or her one-sided crush on him, at the time!

She never would have moved in on him, had she known. But she'd hoped to invite the bat mare into a herd once they were married, as the two mares quickly hit it off after they'd met.

The three mares moaned, rocked on the desk, their tails hiked and toned asses upraised. Any stud that liked mares would be happy to put a foal in them. With one last thrust, he fired off into Cerise. A continuous, euphoric cry escaped her, as the three mares squirted and marked their stud.

The princess felt her womb and belly swell with his cum, and wondered if they'd have foals someday. Not until they'd spent lots of time on romantic adventures, she hoped!

Gaped open when he popped out, her snatch oozed his seed. Moonlight and Lightning wiggled their butts in anticipation for their own turns, and he lined up with his childhood crush, and skewered her deep while she mewled, too. He went to town on her, as he bulked up more.

“Pound that pony pussy,” teased his twin as she rubbed her twat.

“You're next,” he reminded her, his voice a little deeper, his posture more dominant, and the mares were happy to submit to his sexual prowess when he spanked their bottoms like drums. Sharp cries met his ears each time a slap landed, his red hand prints imprinted on their wobbly buns.

A short time later, coated in Moonie's lust some more, he emptied his balls inside her.

Lastly, he moved on to his sister. All his hesitations had eroded. She spread herself open, welcomed him into her, It was like they were perfectly compatible, both unaware that in primordial times, when the hyper-stallions were at their height, they would often mate with their kin whenever there were a lack of females to preserve their bloodline, as his musk made it seem reasonable to them.

He finished up inside her, too. Her head craned to meet his snout as he filled her up.

After he'd taken a turn with them all, he certainly felt a little more powerful, almost worthy of a role as 'Fifth Sword', were he to master swordplay. “I-I feel it!” With wonder, he felt a hidden power in him awakened, which ran in his bloodline, as wind picked up around the room and fluttered about pieces of paper and their manes and tails. “What is this? The power of wind, huh?”

“Feels pretty nice~,” said his sister, both from the wind and his horsecock still buried in her. “Hey, we saw our father unlock a weird power too! Wonder whether I have some untapped potential?”

“We can't stick around to find out,” said Moonie, who sat on the desk, as more of his fuckslop mixed with female lubricant poured from her slit. “We've wasted too much time already.”

Cerise sat up too and embraced her. “Time with loved ones is never wasted. But yes, they need us!”

“I'm a one-stallion army,” boasted Midnight in a playful manner, as he removed himself from his twin with another wet pop, and manipulated the soft wind around them. “Whoa, I'll probably be able to tear apart a bunch of swarms with this stuff! Let's clean up and head on out!”

“Still no clothes,” lamented Moonie, who wiped her cunt with a napkin and threw it in the trash.

“Guess we'll have to hide behind our stud~,” teased Sparks, who wiped herself up too.

Guilty at their words, Cerise nonetheless wiggled her hips and bottom when she pulled back on the cow bikini bottom, then laced back up her matched top, which squeezed a bit more milk out which absorbed into the special fabric. They took back up their weapons, and headed back to help.

A pitched battle awaited outside. More reinforcements continued to pour from the craters of the torn up coliseum. By this point, a number of the Valkyries had fallen, as stingers made their way between the rifts in their armor, the armored women filled with toxins that paralyzed or killed.

Gales swept over the arena, and bowled a number of drones over. Midnight Blitzer was now almost the twin of his father, with his well-chiseled musculature and proud stature, as he took up a large, discarded sword and raced to defend the wounded like a chivalrous pegasus knight, followed by the mares that arrived with him. Unfortunately, a number of ponies had been pulled down into the hive. He focused the winds, causing the flyers that buzzed above to crash into each other.

“I'm proud of you son,” said Thunder Storm. “We could really use your help!”

“I'm on it,” he answered, as with his wind and blade, he helped dispatch their enemies. He noted the minotaurs and Amazons, who struggled around them to help the Valkyries. Behind him, his friend and sister both scavenged the fields for whatever clothes they could find, mostly mismatched armor which barely fit them. Thankfully most of his loved ones appeared okay. “Where's Fiery?”

“He descended into the hive to rescue the twins,” answered Thunder, as he cut down a foe. “Shining Armor, too! The queen fell deep down below while she was locked in a duel with Chrysalis!”

“Dispatch their queen and we've all but won,” surmised Night Blade, who helped dispatch their enemies in the skies. He'd recovered some armor too, but his body was lined in small cuts.

Gazes turned to what appeared to be a bottomless black pit, where an army constantly poured out. They would have to brave the hellish hive itself to claim the head of Queen Chrysalis. And they would either have to take Snowy and Moonflower with them, or leave them behind.

A shirtless minotaur with an axe soaked in blood marched up. “We'll look after them. Redrum.”

Thunder Storm furrowed his brow. “Look, it's not exactly easy to trust you, what with-”

“Enemy blood,” assured Redrum. “We're here to help. See her?” He nodded at Zafire Heart, in the midst of a pitched battle, with Panna and Chezka near her. “That's Zafire Heart, Amazon Queen, and former ancient ruler of the Crystal Empire. She trusts us, so I hope you can, too.”

“Guess we'll have to trust you,” said Thunder, aware they couldn't debate it in the middle of a war.

With that said, they left Snowy and Blizzard with their new allies, and descended into the hive...

Chapter 13

Beatrix valiantly faced the odds, outnumbered, and thanks to the eldritch monstrosities that enhanced the troika, ultimately outclassed in raw power. Sure, she'd surpassed her mother after various adventures, and while Lavender and Fuchsia weren't normally on their level, their indoctrination into the 'Cult of the Nemesis' had quickly advanced their mystical talents.

She was forced on the defensive, thankful Cerise was able to slip away, at least. With horns and hands, she weaved her spells and voiced a few with her lips to focus the arcane energies. Her illusions were nearly worthless on them, as Trixie had taught her sidekicks how to see through the deception. Their robes fluttered around their otherwise nude bodies as they floated around her in circles, cackled, and launched prismatic beam-after-beam, Bea barely able to fire back or raise a shield.

“You've improved a lot my little hellspawn,” noted Trixie. “But so have we!”

The invisible barrier Beatrix conjured blinked and faltered, unable to maintain itself under the strain of a constant barrage between the three of them. It burst like shattered glass, and she yelped, knocked onto her butt as they rushed in to surround her. Their horns lit, and translucent coils rose around Bea, snapped around her wrists and ankles, and lifted her up while she squirmed.

“Nuh-uh,” warned Trixie, who seized Bea's horn when it lit up. “Try it, and you may lose that horn!” Granted, she would likely lose her hand, too...but it was a risk she was happy to take!

With a sour expression, Bea powered down her horn. How could she escape this trap...?

Around her, the trio dropped their robes and allowed them to pool below. From their smooth slits slithered the nests of eldritch tentacles, moist and rubbery when they started to slid all over Bea's body.The tendrils slipped beneath her leotard, where they traced all over her shapely curves.

The tendrils violently yanked in all directions. Bea's costume and cape were torn away to leave her denuded, aside from her fingerless gloves and heeled boots, since her pointy, wide-brimmed hat had already fallen off. The tentacles resumed their molestation, while she squirmed and mewled.

A blush crossed her face when they wrapped around her tits, and encircled them completely as they spiraled around-and-around her titflesh, which squished between the tentacles when they pulled on her tits and nipples until they were distended. Groans rose from her, as her pussy dripped and winked, as more coils slipped over her slit and between her asscrack as they massaged her lower holes, which puckered up. Worked over, she breathed heavily, eyes crossed as more twisted around her horn, and slipped into her lips when she moaned louder, her bliss muffled as it swabbed her throat. “Suck on it,” commanded Trixie, and Beatrix bobbed her head to suck off the intruder.

“Time to make her one of us,” said Fuchsia.

Lavender said, “But we don't have another of these creatures! And without ours, we'll die!”

“Doesn't matter,” decided Trixie, who spread her daughter's thighs open further when she pressed their cunts closer together. “Our mistress has decided she's far more valuable than any of us, me included. She was meant to be our 'Dark Messiah'. Mmm~.” A small, messy orgasm rocked Trixie when she felt the entity attached to her womb walls squirm inside her. “It's ready to be birthed into a new host! So open up wide~!” Her thumbs hooked on the sides of Bea's labia, and parted the soft flesh to reveal the pink, moist treasure within, which shimmered and dripped down her butthole.

Gradually, the tentacle nest slithered into Bea's cunt, who cast back her head and moaned around the one stuffed down her throat, while more continued to stretch her titties about. The eldritch abomination prepared to detach itself from Trixie's womb, which would leave its hostess a shell that would eventually perish, and instead the symbiotic entity would instead bond with Bea's womb.

Trixie 'birthed' the monstrosity from one cunt to another, to bless her beloved hellspawn!

“Universal peace in eternal darkness,” murmured Lavender and Fuchsia in unison.

“D-don't...oh~...!” Bea's muffled words were lost in a deeper moan, when she squirted anew over the nest of tentacles that wiggled deeper inside her, and traced all over her sticky folds and spongy g-spot, while another tendril slid up her asshole. Indescribable pleasure threatened to overwhelm her when the tendrils widened her cervix, and the creature started to worm into her slippery womb.

“Almost there~,” teased Trixie, who held Bea's hips, and leaned over so that their nipple tips touched and their breasts mashed amidst the drenched tentacles that played with them. Once the entity fully detached from inside her, and entered Bea's core, she would be born anew!

Blackish-purple fire exploded around the witches, and burned cold when it collided with them. They screamed and were forced to withdraw, the tentacles withdrawn amidst a slurp from Bea's slit, and likewise her binds were broken as she landed on her bare butt with a cry of surprise.

“Step away from her,” warned Xanadu, as the succubi approached with a swivel of her hips. An inky blackness wisped around her, and formed a dress that appeared painted onto her curves.

“A demon,” cried Lavender. “Aren't they incompatible with our symbiotes?”

“Demons can't play hosts to them,” said Fuchsia. “But that doesn't mean they can't harm them!”

“Amateurs,” hissed back the horn she-demon, who swept about to evade the magical blasts and tentacles that fired her way. “Your naïve friend sent me! Are you able to stand, witch?”

“Y-yeah,” said Bea as she stumbled to her heels, and with a hand wave clothed herself. With the odds more even, Beatrix redoubled her efforts, as her own beam intercepted and collided with Trixie's, and the colorful explosion shook the area and tossed the pair of them apart.

Xanadu's obsidian 'dress' whirled about and whipped at the acolytes. Lavender and Fuchsia cried out when the lashes tore a strip from their bare skin and soaked them in blots of blood.

“She's too fast,” cried Lavender, who retreated from more lashes.

Fuchsia's hands and horns were ablaze with her aura as she replied, “So we keep our distance!”

“No, yelled Trixie. “We retreat! We've already missed our chance with our 'Dark Messiah', but there will be other times!” The three witches took to the air, and flew off back towards the arena.

Xanadu called over her shoulder, “Are you able to follow them?”

“Sure,” admitted Beatrix. “But I think we have other worries. Our allies could be in trouble!”

“True,” admitted Xandau, who exhaled sharply. “What a bother. My mistress and sisters can surely look after themselves fine, but you mortals are so fragile and sensitive. It's a wonder you've kept demon kind down over the millennia. It must be because we're always at war with each other.”

With a coy smile and nod, Beatrix followed the succubus back into the mess further beyond.

*****

Green illumination bathed the moist labyrinthine caverns, which pulsated in rhythm, like an uneven heartbeat. Even the cool air harbored a certain thickness. To the ponies that braved it to liberate their loved ones, it was like they'd descended into some alternate form of Tartarus itself.

“Watch out,” warned Thunder Storm, who brandished his sword at a stray drone. The creature skittered into the dank darkness, and he raised an arm to halt his allies. “Could be a trap.”

“True,” said Moonlight, thankful she at least had some ill-fitted armor to wear. “We have no idea what could await us down here.” She lowered her voice to a whisper, as their voices carried.

“You cadets should've stayed behind,” said Thunder. “But I knew we couldn't stop you.”

Night Blade, who beat his bat wings as he sailed close to the ground, nodded slowly. “It's why we let you come. You're safer by our side. But we expect you to keep up, and pull your own weight.”

“Yes, sir!” The three cadets took a stiff posture and saluted.

“At ease,” said Thunder with a somber chuckle. “There's barely a chain of command anymore.”

Midnight was at the forefront with his sister, and he looked more like his father than ever, especially after like the rest of them he'd scoured the battlefield for armor. “We won't let you down!”

Lightning beamed and laughed with her brother. “Yeah, especially with those cool new wind powers! Somehow, I have to learn how to tap into my own! They have to be part of our bloodline!” She'd tried to will back up power of her own since then, but with no results.

“Bloodline...does that mean I don't have one?” Moonie frowned.

Cerise squeezed her hand. “Who knows? Until a while back, I didn't know I could form crystals!”

Moonie forced a small smile. “Thanks, Cerise. Middy will be lucky to have you.”

Cerise smiled back. “It's too bad Shiny couldn't come too, what with his poor wife trapped down here! But I know it's more important he help protect the other cadets and mares.” A wet sucking sound arose when she stepped across the floors. “Yuck. It's kind of like this place is alive...”

“It could be,” admitted Night Blade. “Especially after the changelings have apparently made an alliance with demon worshippers. Foul, arcane corruption may have suffused this hive.”

They had entered a crater where the swarms didn't currently pour out of, in the hope it interconnected with the network of tunnels, and eventually lead them into the innermost depths of the evil queen's lair. Aside from their words and movements, the insides were eerily quiet, and it felt like more eyes observed them from the deepest shadows. Even so, they pressed on.

Of course, they were far from the first one to infiltrate the hive.

Fiery's ablaze sword lit the way, an intentional beacon to any enemies that dared attack him. He'd already cut down and torched many on his trek to locate his beloved twins. However, when he traveled the tunnels, which served as shortcuts across the interconnected hives, he was unaware they transported him about like teleportation, due to enchantments placed on them by the cult.

Due to this, he eventually came upon a chamber. Inside, he saw a clutch off eggs, which sat in small pits surrounded by slimy nutrients. He narrowed his eyes, as his boots crunched when he strode.

“W-wait!” A familiar, lovely face met him from the shadows.

“You're not them,” he barked cruelly, the Protoquen forced to wear the face of his lovers.

“N-no I'm not,” said Ocellus, whose nude, crystal mare form shivered. “But that doesn't matter! I know where Foal-Bearer and Wet Nurse are! Of course, I can't rescue them by myself!”

“Shut up! It's your fault this all happened!” The flames around his blade burned taller, hotter. “Every stallion that was tortured and killed, every mare that was raped and had your filthy kind forced inside them, you're to blame! I should carve you up from crotch to sternum, traitor!”

“I-I...” She took a step back and sniffled, unable to deny his bitter words.

“But you were never on our side, were you? You were never one of us.” He crossed closer, past the shells where new life waited to blossom. “Why did you come here? These are yours, aren't they?”

“Y-yes,” she whispered. “I...didn't want my queen to harm them-”

His free hand carefully scooped up a sphere, which was warm to the touch. “But you didn't care what the consequences would be for us. I don't know much about the eggs you bugs lay, but in my experience they're pretty sturdy. Takes quick a hard blow to crack one. Hell, they've even survived a toss off a mountaintop!” He raised it close to the flame. “But I wonder how well they'd cook?”

“Please don't! Do that, and I would've done all this for...for nothing!” She slumped to her knees, and tears spilled down her cheeks, her heart heavier than ever with the bitter taste of despair.

“Shut your mouth, you damned insect! How dare you wear the face of the mares I love! The ones you hurt and backstabbed! For that, I'd put you to death a thousand times over!” With that hateful bellow, he swept his flame sword across the chamber, and swallowed it within an inferno.

Ocellus screamed. She desperately ran to her clutch in an attempt to save them. The shells cracked.

For a horrified moment, she believed yolk spilled out of the fractures. Instead, the ovums burst. Yet what hatched from inside weren't what she expected, but instead a hybrid between her insect form and tentacled eldritch abominations, which squealed and buzzed when they took into the air.

Fiery took a swipe at one, forced to throw the sphere in his hand when it hatched. “What the-?”

“Ch-Chrysalis lied to me! She betrayed me!” Furious tears poured from Ocellus. “She must've handed my clutch over to that cult, and allowed them to perform their dark experiments on them!”

The creatures zipped out of the chamber, which burned around the pair. Fused with the dark arts, he wondered whether they would evolve into creatures similar to those rhino beetle mutants.

Ocellus whimpered and wobbed while she clutched an empty shell to her bosom. Her entire world tumbled around her, and her head swam, unable to think about what she'd do next. She looked to the fires...and closed her eyes with a sniffle, ready to let the inferno consume her.

“I should leave you to die...” Instead, he punched her in the midsection, where she doubled-over and he tossed her over a shoulder when he carried her out. “Don't pass out on me. Lead me to the twins and fast, or so help me, you'll wish I'd finished you off back there, you monster.”

Winded, Ocellus weakly pointed at a tunnel. He rushed on inside. Her beautiful bare butt bounced beside his head, which filled him with ambivalence, a constant reminder of the twins he adored...and her betrayal of them, now ironically trapped in their shape. She'd lost her identity, her children, and yet to him, it would never be enough punishment for what she'd done. He'd smoke out and burn down every hive, until he'd completely wiped her abominable race from Equestria...

*****

Back in her element, Queen Chrysalis had summoned her changelings to assist her. They were swift to overwhelm and web up Cadance, the alicorn helpless to resist with her magic neutralized. She led them to her throne room here, where she'd also trussed up a number of captive ponies, who were suspended by cobwebs above them. Then, she settled her wide butt onto her throne with a plop.

“Curious creatures, aren't we? Not quite ponies or insects. Hell, some hives have even taken on arachnid characteristics, as you can see!” She waved at the network of webs above them.

Glares shot back at her when Cadance was lifted and webbed up, too. “You won't win!”

A cackle met her. “Haven't I already? Just like last time, you've failed your little ponies! Look around you!” A number of ponies were bound around Cadance, the crystal twins included.

“You've become a flunky for that cult,” shot back Cadance.

Chrysalis rose from her throne, flew up, and backhanded the fallen queen across the face. “We're allies! I do not serve them! You hear me bitch?” She hissed and spit, as she seized Cadance's nipples, and twisted them until she cried out. “Don't worry! My minions have already knocked up a number of your mares, and you'll be next!” She pointed at the swollen bellies, which included the twins and Autumn Gem. “Gestation works faster than ever, thanks to that cult's efforts! Legends say that an alicorn can birth an endless supply of foals, so let's see how many clutches you birth, whore!”

“You're sick,” said Cadance, who could barely squirm in her binds.

“No. I'm a predator, and you're prey,” purred the wicked queen. “Do it,” she commanded her changelings, and a couple buzzed up and spread Cadance's thighs open, her glistening cunt exposed and ready to receive cock. Chrysalis shifted her crotch, until a twin pair of insect-and horsecock hybrids flopped out, thick and half-erect as they pulsed and oozed. “Get fucked, bitch!”

She drove her dicks into the alicorn's pussy and asshole, Cadance's head cast back with a sharp moan. Chrysalis held her conquest by the ankles, and started to violently clap her cheeks. “Do you feel me inside you? First, I'll pump my clutch into you with my ovipositor, then inseminate them!”

Rocked by her thrusts, Cadance's breasts bounced, rolled about, and smacked, taken so deeply Chrysalis swiftly punched beyond her cervix to dominate her womb. Her cunt winked when she messily came the first of many times all over her conquerer. Chrysalis buzzed and happily hummed while she fucked her into submission, once more determined to prove she was the superior queen!

Inspired by their queen, who nodded at them, her swarm rose around her in a buzz to rail the captive mares some more. The pony-insects drove their eccentric tools into the unprotected snatches, the twins and Autumn Gem included, reduced to more anonymous incubators.

The stallions were force-fed sticky nutrients to fatten them up. Evidence of their predecessors littered parts of the caves, in the forms of skeletons which were scattered about.

“Take it!” Chrysalis hovered her snout close to Cadance's,their breasts mashed as she leaned over the fallen queen, hands still around ankles as she pressed them around the sides of Cadance's head and violently hammered away at her pink ass and puss. “Feel my entire clutch dumped into you!”

Cadance squealed, and came harder than ever when the ovipositors rapidly started to deliver their payload. One sticky sphere after another shot into her uterus walls, which were forced to stretch to hold the sizable clutch, as Cadance's stomach swelled and she drenched Chrysalis more.

“It-it's too much...!” Cadance's eyes crossed, then rolled into her head, as her tongue drooped from her open snout amidst an uninterrupted moan that sounded more like a hysterical howl.

“Try not to melt your brain,” taunted Chrysalis, as she felt her own pleasure from her release. A prelude to what came next, as she dumped as many sticky spheres into her core as possible.

Given permission, a number of the drones implanted their own clutches in the mares. The cutie marks of the crystal twins shimmered in resonance with wet orgasms of their own, as the eggs stretched out their own wombs, unloaded into them by the drones as their bellies bloated.

“S-sister...!” Wet Nurse tried in vain to reach out to her as they climaxed.

“Hold...on...!” Foal-Bearer strained to touch her hand, as they winked and squirted.

They tried to focus on Fiery, when more forced orgasms were wrenched from them. Whenever one of them threatened to finish and come down from their euphoria, their shared feedback loop assured there was no escape, as they screeched out their unwanted pleasure, terrified they would dehydrate. Goo would be force-fed to the breeders, honey-like nutrients to nourish them.

“This is only the start,” warned Chrysalis, as her twin cocks throbbed. “Time for insemination!” They started to pound them anew, as the ovum rolled around their insides, ready to be cummed on. Fiercely, they claimed their holes, made them whimper and bounce beneath their movements.

It didn't take long before they all started to cum. Splooge rained over the eggs, which sloshed about in the further overstuffed wombs of the incubators, each primed to birth a new generation of changelings. Whatever losses Chrysalis suffered in this fight were about to pay off! Soon, her numbers would far surpass what she harbored before, a massive army ready to conquer Equestria!

“N-no~...!” Somewhere between a whine and a moan, Cadance came some more.

“Oh, yes, my dear! I can't wait to see the kind of foals we'll produce~,” taunted Chrysalis. She purred some more while her palms rolled lazy circles around Cadance's breasts. “I can't wait to see them swell with milk, where the foals will suckle at them, and once they mature fuck more clutches into this hot little oven~” One palm slid down to stroke Cadance's well-rounded tummy.

“Our precious~,” said an airborne drone, as they rubbed the swelled up bellies of the twins.

“Enjoy them,” purred the changeling queen. “Savor your conquests. Because they'll soon birth my new armies!” After she withdrew and flew away from Cadance, more of her followers beset the queen, where they swarmed her, drove themselves into all her holes, and humped into her face.

The fallen queen choked a bit around the cock stuffed down her throat, felt more of them spread her ass and puss, prepped to eventually be taken by the entire hive. Or would it be hives? She couldn't mount the slightest defense anymore, thankful her horn and wings hadn't been mutilated, at least. A small comfort with what she endured and what awaited her, her sole hope her 'Four Swords'.

Glazed over eyes weakly turned to Chrysalis, who rolled a hand across a crystal ball and parted the mists, as Cadance tried to ignore the savage cocks that skewered her from all directions and rubbed all over her voluptuous, precum and cum-smeared pink curves. From the sphere, they bore witness to the battles within the hives and above, where it appeared both sides were evenly matched.

The skies started to turn a prismatic shade. Hairline fractures appeared, then started to spread.

Chrysalis snarled and hissed, “What is this? The Elements of Harmony? Impossible!”

Cadance would have shaken her head, were she able. No, this was completely different...! Tears rolled down her cheeks while she watched her lovely nation crumble, unable to do more than take cock-after-cock, reduced to a broodmare like so many others that would swell up until ready to pop.

She winked around and dripped on the drones, who happily buzzed while they ravished her holes. Forced her to squirt and squirm like a mare that reached puberty and estrus for the first time. Pleasure threatened to melt her brain, yet she held on, determined to see out her world's end.

More images assailed them from the orb. Fiery Kickstart, with Ocellus on his shoulder, as his blazing blade carved apart anything that dared cross his path. Thunder Storm and Night Blade with the trio of cadets and Cerise, while they also battled their way in, on the cusp of imminent disaster, since the dark queen's numerous minions threatened to overwhelm the cornered warriors.

None of them could see Carnifex Grayscale observe them with a subdued snicker. The paradoxes he helped introduce across this Equestria continued to spread and multiply, yet he had to take care not to be too blatant, or else this universe would crumble instead. Beatrix Belladonna was the key, and she didn't even know it. Or more accurately, the Prima Materia she carried, which enabled the 'Wandering Witch' to influence reality subconsciously, and permanently warp it to better suit her. She was the pawn of his often unseen hand, an incarnate butterfly effect to enact his silent will!

To prevent total calamity, two thirds of this planet had already vanished, with it unknown whether they'd been whisked away to another universe or wiped out completely. The effects now reached the Crystal Empire. He'd make certain this universe survived its rebirth. But at a heavy price...

*****

The oceans rolled. Thunder cracked. Gales roared. The earth quaked. An apocalyptic scene which denoted this Equestria would soon reach its end. Blade in hand and his horn alight, Shining Armor attempted to protect the cadets with his men, barely able to believe what he saw. From the world's apparent imminent demise, to an ancient crystal alicorn, with her painted Amazon army. Not to mention the minotaurs and the Valkyries. “We can still win this,” he told himself with a snarl.

His heart ached beneath a breastplate stolen from the battlefield when he almost tripped over the body of a trampled student, little more than a boy. Another reminded of how he'd failed them.

Maybe Fiery was right. Maybe they should've charged into each hive and smoked them out long before it came to this! But they knew the sacrifices it would take, that thousands would perish in another nightmare war, not unlike when they'd overthrown Sombra! True peace appeared impossible, as the 'Swords' either turned away from a lifestyle of constant conflict or doubled down.

Zafire Heart's eyes widened when she yelled, “The cosmic storm...! Just like last time...!”

“I see it,” answered Moon Hammer. “But we can't overcome mother nature! We can only endure it! Take shelter!” Chunks of cracked marble above wore torn loose, and tossed about.

“There isn't much choice,” said Redrum, and nodded at the deep craters about.

“But that'll take us to...” Moon Hammer nodded with renewed determination. “Into the hives, everyone! We take our war to the queen herself! Today we put an end to this!” The bulls rallied their people, while the fallen ruler of the Crystal Empire and Zafire Heart did the same.

The masses warred with the swarms while they retreated towards the depths below.

Bellatrix battled above. “Return to me,” she ordered her fellow succubi, exasperated. Her demonic sisters wandered off on their own, and reveled in the bloodshed and pandemonium. At least the new power's awakened in the she-devil's paid off, as they dispatched a number of changelings and cultists. Nymphette and Kismet whirled by her in a blur, but she couldn't see the others.

She sailed next to them and called, “We have to take cover below! It's too unstable here!”

“Yes mistress,” answered the two in unison.

Bella turned to the bloodied demons and demanded, “Where are Sanguine and Xanadu? I warned them not to wander off too far! I don't want to restrict your freedom, but we're supposed to act as one unit! Remember what I drilled into you!” With a furious hiss, she rained hellfire and brimstone.

“Uh...I think Xanadu went to explore the arena,” admitted Nymphette.

Kismet swallowed hard and said, “Sanguine said she wanted to fight Queen Chrysalis herself! But I didn't think she'd really do it! She must've already slipped into the hive to seek her out!”

“Damn it!” Bella found herself torn, uncertain who she should seek out first. However, further concerns forced her to stop in her tracks when a cosmic bridge smashed its way through the torn apart skies, and the riders of the storm made their way into this universe. “No. We killed them all!”

Nymphette yelled over the winds, “Who are these freaks?”

Beatrix, who'd arrived with Xanadu into the coliseum, also found herself frozen when she set her violet eyes on the alien species that had wiped out entire worlds. “The Eldritch...” Garbed in pale hooded robes, they resembled some form of death itself, and arrived in eerie silence. Worshippers of entities beyond every dimension, they had mutilated themselves, their eyes and lips sewn shut.

They attacked the Valkyries with a psychic assault, minds scrambled when the warriors were struck.

“We have to run,” warned Bea. “We don't have much in the way of defense when it comes to psychic attacks! A powerful will can resist it for a time, but it can tear your psyche apart!”

“Sister,” called back Bella with Kismet and Nymphette by her. “And Xanadu.”

“How fortunate that I went off on my own,” said Xanadu, who nodded at the witch.

“We'll discuss punishment later,” snapped Bella. “Follow me into the pit! It's our only chance!”

Zafire Heart took the forefront, a wide sword taller than her leveled with both hands. “I'll hold them off! Everyone, escape below!” When the Eldritch floated closer to her, and battered at her psychic defenses with metal projections that probed at her brain, her horn blazed and she deflected their combined assault. They too operated like a hive-mind, their combined mental powers amplified.

She flew in. Swiped with her blade, and carved many of them apart. Cut in half bodies flopped. Their severed limbs moved on their own, which she also dealt with by sword and spell. Changelings and cultists also assailed her, and met the same fate, as she defeated their many numbers with ease.

With every Eldritch extinguished, their abilities would weaken. Yet more poured from the rift, anomalies pulled out of their time like Beatrix and her friends, to enact what they'd do to Cerise's Equestria, reduced to a barren wasteland before that world's Sombra helped Beatrix save it.

Behind the Amazon Queen, her allies retreated underground. Would history repeat? Another world collapsed, her people tossed about to new lands, their memories stripped away...?

It didn't matter. She would save them all, or perish in the attempt. Pride demanded it.

The Valkyries that survived rallied around the queen to support her, as their full body armor apparently also served to counteract the psychic attacks. The Eldritch nonetheless swarmed in.

They were no match for her, and yet by sheer numbers, she would eventually be overwhelmed. Even her powers were limited, and over the hours spent in constant battle, they were slowly whittled away. Worst, the elements threatened to tear her beloved Crystal Empire apart!

Meanwhile, when Beatrix and Bellatrix escaped to the depths below to face Chrysalis and her followers, the two of them shared a concerned look. Was their benefactor behind the Eldritch's appearance? All part of his masterplan? Would he sacrifice them all to see his aims enacted...?

Deeper into the darkness they descended, to seek out the heart of this madness. Changelings arrived from a network of tunnels which made up every interconnected hive, like a tidal wave that threatened to sweep the new arrivals away.

Chrysalis welcomed the Amazons in particular. To her they were nothing more than future broodmothers, born to be preyed on by her kind and bear their spawn like all lesser creatures!

Chapter 14

Dozens of the Eldritch endlessly spilled in from the dimensional bleed, and no matter how many Zafire Heart slaughtered, they were just as easily replaced. How could one hope to fight an entire race? One that, unknown to her, haad wiped out Cerise's Equestria, and reduced it to a post-apocalyptic wasteland before they'd finally been stopped? A barrage of psychic attacks assaulted Zafira's mental defenses, threatened to batter them down, and she realized that were they to win, a fate worse than death could await her...for their alien voices rattled inside her skull, weaved into her thoughts, and attempted to corrupt and drive her insane. They could see the overwhelming display of her raw power, and hoped to forcibly convert her over to their side, as she was consumed by madness. Blood-soaked and sweaty, she declared, “I will not die here! Nor will I submit...!”

An earthquake made the choice for her. The entire field cracked, and caved in, as her spread plumage allowed the crystal alicorn to sail safely into the series of tunnels below, while rocks and soil were tossed around her, and a number of more Eldritch were crushed by the collapse. The Eldritch able to follow her were cut off from the rest of their psychic link when a caved in parted them from their allies, leaving them easy prey when her two-handed blade cleaved them into halves.

She knew they wouldn't stop. That they'd seek out her vulnerable allies, too.

Unable to turn back, and aware it would be foolish to do so with the sky's collapse, she had no choice but to head further into the hive. Already, she'd exhausted much of her strength to hold back the invasion force, which they'd paid for with over a couple hundred dead at her hands.

Not nearly enough, she knew. Most of her Amazons lacked the potent magic defenses she maintained, and even the colorful war paint only provided so much protection. Another world faced its doom. She wondered if Panna's and Chezka's had already suffered a similar fate.

Rumbles sounded above, like birth contractions. Sediment rained around her.

“It doesn't have to be like this, my queen.” A feminine, almost musical voice carried across the cavern, matched by a voluptuous pair of womanly silhouettes, one with a plume.

“Wait,” said Zafira, who lowered her sword but kept it at the ready. “I know that voice!”

The pair of mares stepped out into the open, stark naked. Fluttershy and Tree Hugger, stark naked and with eerie smiles painted on their snouts, her top Amazon lieutenants before a dimensional unravel displaced them from her service, whereupon Panna and Chezka had taken their place.

“You're...alive...” Zafira swallowed hard. Gently, she heard tremors in the distance.

“Yeah~,” said Tree with a crooked smile. “We were like, saved by our benefactors! And you can be, too!” She shimmied her bare assets, which were almost a match for Shy's own ample curves.

“Join us.” Shy offered a hand. “Then, you can have us, and nay mare you desire here!”

“No,” she declared, with the realization of what must have happened to them. “What has that damned cult done to you...?” She seethed with a heave of her bosom, aware that once they were indoctrinated, there was no way to turn them back. More beloved Amazons, lost to her!

“Please~,” pleaded Shy, her arms wide open like her partner's. “We miss your cock...!”

“We want you inside us babe~,” said Tree, as they swayed their breasts and hips. “And we wanna be inside you, too~!” The pair of ex-Amazons partially 'birthed' out the eldritch nest of tentacles embedded into their uterine walls in a slosh and squelch, as their wet lust dripped from their slits.

“Never,” cried Zafira, sword leveled once more. “I'll set you both free!”

She flew at them, ready to strike the pair down and end their blissful nightmare...only to be pelted from all sides by prismatic blasts, barely able to raise her arcane shields in time. Other members from the 'Cult of the Nemesis' made themselves known, Trixie and her sidekicks included.

“Cowards,” she hissed at them, forced to land from the impact. Her sword arced, a couple of cultists cut in two by her swipe. “You think this will stop me?” She chopped down a few more in her fury.

“She's way too powerful,”cried Trixie. “We have to retreat! Level the tunnel so she can't follow!”

“You won't escape me!” Once more, Zafira took to the air despite the magical barrage on her shields, which weakened and started to dissolve. More of the cult members fell before her blade, while Trixie and her sidekicks fired at the tunnel, which thunderously caved in around them.

She tried to chase them, simply for a a buzz of a swarm to overwhelm her, Zafira's vision blocked by a black mass of a newborn changeling swarm, Ocelus' batch of offspring, dozens of them warped by the dark arts into small, bloated monstrosities. She bellowed and batted at them with her saber.

“Gotcha,” she yelled, her aura able to yank Fluttershy to her before the tunnel fell inwards.

“Oh no! Don't do unspeakable stuff to me~,” teased Shy, as the voluptuous, nude mare squirmed.

“Shut up,” cried Zafira, who swiped at the mass and forced most of them to part. Yet the crystal alicorn, blessed with the parts of both sexes, was also capable of fertilization and birth herself, her slit usually hidden beneath her penis and testicles. She cried out when one of the fat insects slammed into her cunt, parted it with its head, and started to squirm its way inside her labia lips.

Her eyes rolled into her head, and her hilt slipped from her grasp, overwhelmed by an unspeakable ecstasy when it burrowed its way inside her slick tunnel. With a pop it sank itself entirely into her womb, and rounded out her belly like she was with foal, as the parasitic entity overwhelmed her senses, and tried to pilot her body, even while her iron will rebelled at its dark influence.

Her nipples hardened to painful erectness, much like the barely concealed horsecock. She ripped her clothes away, and the swarm retreated into more holes in the hive to seek new prey, their work done as Zafira found herself overcome by animalistic need, left alone with a vulnerable, naked Fluttershy, who she pounced on. The mare squeaked but didn't resist, pinned by the Amazon Queen. Like a mare possessed, Zafira bent her bitch over a boulder and drove her dick into her slot.

“Oooh~...~ My queen~...!” Shy whimpered, her wide yellow buttcheeks clapped by Zafira. Palms fiercely rained down on her buttocks, her mane and tail pulled while she was railed raw.

Zafire's nostrils flared, overwhelmed by a mixture of aggression and animal lust. “Take it, you bitch! Tree Hugger is next!” She landed another sharp smack on Shy's ass and made her cry out, only have herself anymore due to the insect's dark influence, which drove her to mindlessly, furiously breed.

She needed to knock the uppity bitch up! To subdue and dominate her, put a foal in her fertile depths! Over-and-over, she rammed balls deep into her bitch, made Fluttershy scream her name!

“Zafire...! Zafire...! Ohh~...!” The needful Shy painted her queen's crotch in her viscous lust. Her plume fully outstretched, her titties rolled and bounced below with each fierce thrust. Wide pink areola topped her delectable mounds, the ex-Amazon born to become a very fertile mare.

“Gah...! Take it all...!” Zafira couldn't last as Shy submitted to her and clenched around her cock, which buried itself deep in her uterus and showered her insides with volumes of virile spunk. She bloated her belly, which sloshed and swayed about like Shy's pendulous, motherly udders.

She retreated from Shy's depths. Watched a mixture of their fluids spill from the ruined hole. Another mare she would surely knock up, had she not taken care to use contraceptive potions each time in the past. Were the alicorn to father a foal, she'd be quite selective about the mother.

“Th...thank you,” murmured Shy sleepily, as her pussy winked and squirted some more love nectar.

With release, came the return of a modicum of sanity. Evidence of Flutter's and Tree Hugger's 'survival' had been made clear, but what about Panna's brother, Cornelius? Or so many of her lost Amazons? Whatever the case, there was little she could do for them in their current predicament.

“You won't win,” announced Zafira, who stumbled back and fell onto her butt with a thump, her teeth clenched with a snarl when she started to push. The newborn drone attempted to stay buried in her womb, while her vaginal walls pushed and squeezed the monstrosity out, inch-by-inch, where it cried out, soaked in her fluids while her pussylips parted to force its exit from her depths.

Finally, with a pop it fired out from her cunt. She seized it with her aura before it escaped.

Staggering to her feet, Zafire recovered her blade with a melancholy look at Fluttershy, still bent over, soaked in perspiration while she heaved and oozed her seed. “I'm sorry,” whispered the Amazon Queen, her eyes moist. “But this is the best I can do for either of you.” Her foot crashed down. The insect squeaked, smashed to a pulp beneath her step. Likewise, her blade came down.

Fluttershy never even saw it coming. Another of her Amazons, deceased, Zafire making sure the eldritch entity inside her was torched by a spell, too. How many more would have to die at her hand? She couldn't let Panna and Chezka fall, too! Somehow, she had to save everyone left...!

*****

More tunnels collapsed from the quakes above. A continuous rumble echoed throughout the hive. Worse, the Eldritch had started to spill into the caverns, with murder on their mind. More targets so far as Sanguine was concerned, since the muscular-yet-shapely succubus, cheerily, culled a number of changelings and cultists alike when she cut a swatch across the enemy's hideout. “Die,” she shouted with a bloody smile, soaked from head-to-toe in the insides of her fallen foes.

She wasn't like her succubi sisters, a little less feminine, and more driven by bloody-mindedness. More skulls for her collection, especially since Zafire Heart had awakened their hidden potential!

She went into battle naked, with drenched hair that came to her muscled shoulders. “Surprise,” she yelled when a foolish drone attempted to lay hands on her, and her heavy breasts opened up into a set of jaws, which clamped down on mandibles and crushed them to a messy pulp while he screamed. Her cunt also snapped and drooled with razor teeth, while her assets swallowed up any opponents so foolish as to close in on her, swallowed up into the cannibalistic demon's body.

Crunches sounded. Bones were split and mashed, blood and marrow devoured as she smiled.

Before she'd been awakened by their mistress, Sanguine had preyed on her fellow demons, and kept their skulls as her trophies. She savored these battles, which she turned into her feasts, and from each body she swallowed up she'd become sturdier, more potent, a true warrior!

Much as she adored her succubi sisters, they were soft compared to her!

“Come on,” she taunted them, surrounded by piles of corpses while her breasts and pussy snapped their bloodied teeth. “I'll rip all of you to shreds! I've never felt more alive in my life!” She raised her toned arms with a war cry in triumph, while her thick tail lashed about with a club-like spaded tip.

So caught up was she in her warpath, Sanguine barely noticed the swarm of newborn changelings buzz into the cavern over the crunch of more bones while tongues shout out from the mouths on her breasts and snatch to snare more delicious prey. “What the-?” She turned to the black mass.

“Watch out,” came the voice of Xanadu, while she and her companions rushed onto the scene.

“Too late...! Save yourselves!” Kismet also cried out, as she batted at the beasts.

“Little freaks,” hissed Nymphette, as she too tried to evade the monsters that wanted to worm inside them. Over-and-over, they tore at any armor or clothes they wore, and attempted to force themselves up into their snatches, Bellatrix included as she came with Beatrix at her side. “So fast!”

“Keep your distance,” ordered Bellatrix, as hellfire-enveloped brimstone collided with one of the drones, slammed into a cave wall and immolated with a shrill screech as it perished.

“I'm almost spent,” admitted Beatrix, as she zapped at the swarm and hit one, which burned up. Her horn flickered with each spell, as the winded unicorn huffed, lined in a sheen of sweat.

A foulness suffused the atmosphere, the expanse slick with the fluids and innards of slain enemies. Dozens of cultists and changelings had fallen by Sanguine's teeth and claws, yet now these speedy insects threatened to overwhelm them in their weakened state as the emerald cave walls pulsated. A few more of the drones were snapped, but nonetheless they tore away their armor and clothes.

A sharp cry between shock and pleasure escaped Kismet's lips as she was invaded, the drone like a fat virbrator when it split her small slimy snatch open and forced its way inside with a buzz. “Get...out of me,” she cried uselessly, as the bat-like protrusions on her flapped, forced onto all fours and her pert rump stuck up in the air. Glazed eyes announced its possession of her, buried in her core.

“Dirty little bastard,” shouted Nymphette, as another fucked its way into her taut little pussy. Her nubile body was slammed into a soft, flesh cave wall, forced to bend over and invaded, too.

In desperation, Bellatrix released a hellfire inferno, which consumed several more of the drones. Nevertheless, it was apparent they would soon be overrun, as Ocellus' clutch had produced dozens of the little beasties, tainted by the darkness. She called, “I won't abandon you! I'll save you...!”

Xanadu lashed out with black tendrils and spellcraft. “Grotesque monstrosities...!”

“Try it,” taunted Sanguine, as whenever a bug tried to burrow its way into the demon, she laughed and chomped down on them with her many sets of mouths, reduced to ichor as she feasted. “Leave it to me, everyone! I'll deal with these freaks!” She lashed out more with her tail and claws.

Kismet and Nymphette rose into the air, piloted by the drones inside their cores as they attacked.

“This is bad,” mumbled Beatrix some more, as her horn flickered weakly. “Sister, we have to run!”

Bellatrix summoned more hellfire and hissed back, “And abandon my succubi sisters? Never!” However, she couldn't deny Bea was almost tapped out, Bella forced to divide her attention to protect her and Xanadu, who kept the insects at bay, for the moment. Unfortunately, Kismet and Nymphette also rained spells in their direction, which Xanadu barely blocked with arcane shields.

Golden eyes turned to a dim cave behind them, their only escape route from the insanity.

“Eldritch...!” Beatrix shuddered, as her lit horn made them visible. Gaunt, white-cloaked creatures stalked down the narrow tunnel, their ears severed off, sewn shut like their eyes and lips. They carried carved knives, made to rend skin from bone, as they moved in silence at them.

Bellatrix called to the warrior succubus, “Watch out! Sa-”

The knives arced down. Stealthily, the white mass slipped behind Sanguine, a couple of them struck down when her club-like tail lashed out, but more of them sank their daggers into the warrior she-demon. She screamed in pain and fury, bit and clawed into them, as more poured over her. Knife-after-knife sank into her flesh, carved into her while she tore apart more of the assailants.

“Get...outta my skull...!” Their alien voices echoed and reverberated in her head.

“No...!” Bellatrix cried out in frustration, forced to watch one of her sisters be repeatedly knifed by the white-robed aliens. Blood pooled around them, even as Sanguine ripped apart more of her assailants. With each stab, the she-demon's flesh shuddered and her movements slowed.

Soon, the warrior demon breathed her last, while the Eldritch withdrew from her corpse. Yet another carcass, not so different from the piles of them that surrounded her burial place.

Grief overwhelmed Bella, whose howl echoed around the cavern. Hot tears rolled down her face.

Beatrix paled and shook, unable to remember a time when she'd seen her sister cry. She'd always seemed too powerful, almost invincible, so to see her so vulnerable, her defenses stripped away...!

“You'll all suffer for this!” Bellatrix screamed out her own war cry, and redoubled her efforts to butcher all the monsters around her, so blinded by fury she was heedless to her own vulnerability. Her crimson knife, claws, spaded tail, and a mix of hellfire and brimstone tore into the Eldritch.

Relentlessly, she tore into the masses which had overwhelmed one of her sisters. Yet she was still forced to pull her punches when it came to Kismet and Nymphette, determined to save them.

“Stay behind me, witch,” said Xanadu imperiously. “I shall do my best to protect you!”

“Th-thanks,” said Beatrix, who could only summon weak beams to hold back the Eldritch and airborne drones. And she knew from experience her illusions were useless on them!

Yet with every split-second that passed, it became even clearer they would fail. Bellatrix, for all her prowess, couldn't help to overcome the odds no matter how many Eldritch she slayed. Their psychic intrusions and the arcs of their knives wore her down as she countered their attacks.

They wouldn't slay them, like the warrior demon, their bodies too precious to be wasted.

Instead, Beatrix yelped when a drone forced its way into her pussy, too, with a wet squelch as she soaked the beast that burrowed into her. Xanadu, too, found herself caught unawares and intruded into, the eyes of both women crossed with mewls of euphoria as they too were puppeteered. Like Kismet and Nymphette, their bellies rounded atop, rewarded with bliss as drones squirmed inside their wombs. Bellatrix, who seethed in a bloody mess, realized too late her companions had fallen.

“Sisters...! No, it can't end like this...! Not after...!” Bella, too, was swept up in the flood of the Eldritch, who tried to worm into her psyche. She'd killed a few dozen more before they'd finally claimed her, as one of the drones mashed into her pussy, and wormed its way into her hot depths.

Her eyes started to haze over, her own iron will pitted against the Eldritch and the changeling spawn. Yet it was clear her downfall was inevitable. Like Cerise's world, this Equestria too was destined to fall, only without her and Beatrix able to help recover the wasteland from its fate.

More victims, while the dominoes continued to topple across a doomed land.

*****

Fiery Kickstart's first instinct was to rush into the center of the hive and dispatch Chrysalis, hopeful that with their leader dead, her forces would start to fall apart. His rage burned hotter when he saw Cadance, Foal-Bearer, Wet Nurse, and so many other mares tethered by a series of cobwebs and slimed, their bellies rounded while airborne drones made free use of all their fuckable holes. Yet reason stayed his hand while he peeked out from a tunnel, aware it would be a suicide mission.

He didn't fear for his own life. But were there still a chance to save them...!

Ocellus breathed weakly, still propped naked over one of his broad shoulders. He burned with righteous indignation, as the flames he'd learned to summon and partially controlled built within him, until he started to glow. He cursed as his position was given away, and changelings that weren't currently buried in the mares snapped their attention to the intruder as he lit his blade.

“Wait,” purred Chrysalis, who rose naked from her throne, and her pendulous breasts swished back-and-forth with her ascent, her taut snatch on full display for him. “This one interests me.”

“Stay back,” he warned, as his free hand brandished an ablaze broadsword. “Maybe I can't take all of you out, but I can execute your queen before I'm finished!” Whenever he waved the flame sword around, the fires licked the air, and even his body started to radiate a heat which made Ocellus squirm. Unable to squash the anger he felt, it built within him until he threatened to meltdown.

“Oh? What's your plan?” Chrysalis approached in a swivel of her bared assets.

In truth, he didn't know. There seemed no way to save his allies and escape this hellscape. He dropped Ocellus to the soft and squishy floor and declared, “Let's finish this! For Equestria!” Like he expected, Chrysalis retreated like the coward she was, while her soldiers descended on him.

A flame sword arced and lanced out. Cut down and torched those closest to him.

Guards currently buried in mare cunts, assholes, and throats were forced to pop out and help their brethren, fire a natural weakness of their kind. Chrysalis wrapped Cadance in her aura, and forcefully yanked the ex-queen free of her web prison, as Chrysalis plopped her nude, wide ass down on her throne, forced Cadance onto her knees, and shifted a cock she stuffed down Cadance's throat with a gurgle as she choked around her meat. “Let's enjoy the show, shall we?” Grabbing her mane, she forced Cadance to bob her head up-and-down to take her hybrid cock down to the hilt.

Around her, Fiery battled valiantly in an inferno to burn and carve up his opponents. Despite the odds, the dark queen's minions weren't able to fully close in, as Ocellus scurried away.

“Mmm~. What a show,” purred Chrysalis, as she lazily fucked into Cadance's face, the fallen queen's belly fully rounded with a heavy clutch which sloshed about in a sea of excessive spunk. While she swabbed her love slave's throat, Fiery burned hotter, shimmered more brilliantly.

Playfully, she made Cadance suck her off, and held her there when she unleashed her first massive load, which bloated the ex-queen's cheeks and burned her nostrils as cum exploded from her nostrils, as she was unable to swallow it all down. The first of many releases, as she drove her face up-and-down some more, and bucked her hips into Cadance's messily smeared up expression.

Barely conscious, Cadance had surrendered to her lust so she wouldn't break completely, as her cunt winked and dripped, her heart-shaped clitoris swollen into the open as it throbbed. One of her hands reached down and rubbed the lovebud and her slit, her plume outstretched, her tail hiked up.

The foal she was destined to bear by her husband, Flurry Heart, would be corrupted by the darkness the moment she was birthed into the world, transformed into a hybrid not so far from what Ocellus' clutch had endured. One of many mutants she'd be forced to push out from her cunt.

Chrysalis pulled the alicorn off her cock, clutched her chin, and spun her when she yanked Cadance into her lap, the ex-queen's plush, heart-shaped pink bottom seated atop her when she pressed herself back into her wet sex and impaled her as Cadance moaned. “See this,” said the dark queen, who started to fuck her some more, hand still cupped on her chin as she forced her to bear witness.

“I-I see,” admitted Cadance, as her breasts rolled while she was fucked and watched her 'Sword' war to save them all. More mewls arose when Chrysalis molested her tits and ass, her pussy and asshole now filled by another cock Chrysalis shifted into place, as she lewdly dripped all over her shafts.

Over-and-over, she was bounced on her lap with a clap of her sizable buttocks. No matter how much she submitted to her, how humiliated she was, Chrysalis was never satisfied, determined to break her down further, to prove she was the most beautiful, powerful mare in all the lands!

Foal-Bearer and Wet Nurse, suspended above like the other violated mares, dripped their own fluids and cum from every ravished hole. Finally, the twins were able to weakly hold hands.

Their lover battled onward. From here, he appeared to be aflame. Screeches echoed across the moist caverns each time he felled another monster, and the air beneath swelled with heat waves.

“This is how one Equestria ends,” came a bemused, masculine voice. “And another begins!” Over the chaos below, his voice was unheard by Chrysalis, her minions, Cadance, or Fiery. Nor could they spot Grayscale Carnifex, who chose this moment to make his presence known to them.

Globs of cum Foal-Bearer hadn't been forced to swallow were spat on her breasts as she heaved and her eyes weakly focused on the robed drake. She murmured, “Wh-who are you...?”

“Grayscale Carnifex at your service,” He said with a meaty hand balled to his chest as he bowed.

Wet Nurse whispered, “Are you...the reaper...come to take us away...?”

Grimly, he considered his options. “Something like that. I've introduced a number of paradoxes into this Equestria to force a reset.” With a wave of a robed arm, he manifested a window into other portions of the hive, where Beatrix, Bellatrix, and elsewhere Cerise were revealed. “None of them were meant to arrive here yet, but I forced their hand and trapped them here. Unfortunate pawns to do my dirty work. The same with the Eldritch, who were meant to be wiped out!”

Foal-Bearer considered and questioned, “I don't understand? Are we delirious, or...?”

“No, I'm afraid this is all too real,” he answered. “Midnight Blitzer is the key component to this Equestria's fate. He's trapped in a perpetual loop, forced to watch his world fall before his eyes in numerous ways, but always to the mandibles of the changelings under Chrysalis! Unfortunately, he perishes in one invasion, and is reborn in another world, Eden, where Zafire Heart and Moon Hammer are also destined to end up. A sort of peaceful purgatory, resided over by another pair of twins, one of your many counterparts scattered across the delicate tapestry of the multiverse!”

Wet Nurse tried to take all this in. “S-so...will we end up there, too...?”

Gradually, he shook his head. “I'm afraid not. That set of twins will eventually make this way to Equestria, marry Moon Hammer, and take the names of Strawberry Moon and Blue Moon. Another set of twins were met by Beatrix inside an eldritch entity disguised as a manor, and become the servants of Bellatrix, who will transform them into half-succubi. Unfortunately, it appears you two are doomed to meet a dark fate, whatever the universe. I'm truly sorry about that.”

Wet Nurse quivered her lip. “Why tell us? What's the point of all this?”

“To bear witness, I suppose. I've tried to maintain order across history,” he explained. “With so many paradoxes, this universe will reset itself to preserve what it can. But the memories of everyone else that participated in this drama will be stripped away, and poor Midnight returned to the beginning of this latest loop, to tarry until the changelings invade and bring this Equestria low like always. Look at Fiery. Already he burns like a miniature sun, ready to explode in a nuclear holocaust! All I can offer you is a choice. To endure the loop, or let me put you to rest.”

Tears rolled down the faces of the twin sisters as they considered. More lifetimes where they'd be captured by Chrysalis, and forced to pop out clutches until they popped and expired. On the other hand, they would never see their beloved Queen Cadance anymore, nor possibly meet and love Fiery. An impossible choice, no matter how they looked at it, while Fiery battled onward.

His aura seized Ocellus and scooped her up, where she landed on her butt and bounced on a cobweb. “Wh-what...who are you?” She looked between them, barely able to meet their eyes.

“Grayscale Carnifex,” he repeated. “Head of the Order of Reapers and their founder. He quickly explained much of what he'd already told the twins to her, as Ocellus listened with wide eyes.

“S-so,” whimpered Ocellus. “Can my clutch somehow be saved? Can we prevent all this?”

“The loop will come soon,” he assured her. “No Equestria can endure this much instability. Unfortunately, not everyone survives each loop. In every cycle I've seen, you and Cadance always perish. What I've come to do is offer you the same choice. I can take all your souls, and preserve you, or leave you to this fated cycle. A few more paradoxes on the way to this land's termination.”

Ocellus considered as she watched the drama below unfold. “I...I want to remember! Always!”

“And all of you can, with me. I'll take you outside this dimension, to a more transcendent plain, where others I preserved bear witness to history! However, it's an offer I can only make to you once. Already, the hand I play threatens to draw the ire of the puppet masters behind this cataclysm.” He offered a scaly claw. “So, I ask you all once more...will you take my hand?”

Fiery shined with such brilliance he threatened to blind everyone present, primed to explode. Embers popped and bounced off his musculature, while his armor and sword steamed and melted down into a molten pool that bubbled and hissed amidst the intense heat he radiated.

A number of changelings around him screamed and burst into flames, which likewise started to consume the slimy, flammable area which surrounded him in the hive depths. Most of his attackers were unable to retreat in time, consumed by his hateful immolation.

Grayscale wasn't certain even he could survive close proximity to the equivalent of a localized nuclear explosion. His outstretched claw curled at the three mares. “Your answer! Now!”

Hands reached out to the scaled reaper. A massive, dome-shaped explosion swept the hive's core.

Chapter 15

A meltdown struck at the hive's heart. The ensuing explosion swallowed up most of the changelings at the center, vaporized in an instant and their screams lost in the blazing holocaust. A wide-eyed Chrysalis lit her horn and erected a magic barrier at full-force, while she scooped up Cadance, still buried balls deep in her lower holes, and with a buzz of her wings attempted to flee the fires. The blast rocked the caverns with a shudder, the dark queen and her prize knocked from the air amidst the impact. Fortunately, her throne took the brunt of the attack, warped and melted by flame.

The air continued to blaze above, the slime and cobwebs above aflame. Chrysalis remained hunched on all fours above Cadance, still lodged in her tight and wet confines, and didn't dare rise. “Don't worry, my precious prize,” she purred, and stroked her toy's mane and cheek. “I won't let anything happen to you! Mmm, but I underestimated how powerful your fanatical 'Sword' truly is...!”

She saw no sign of her captured mares, and assumed they were lost in the explosion. A small setback, since there were plenty more left! Slowly, she rocked her hips, and made the pinned Cadance moan out beneath her, skewered on twin cocks separated by a thin layer of fertile flesh.

Chrysalis sucked on Cadance's ear and whispered into it, “I won't allow our clutch to perish! I can still hear them and all that cum slosh around your womb,” she teased as Cadance's rounded belly rolled, and likewise her suspended breasts bounced and swayed amidst harsh, dominant thrusts.

Nonetheless, Cadance barely heard her, her eyes wet. So many of her beloved ponies, dead in an instant. Her precious twins,Foal-Bearer and Wet Nurse, a number she didn't know by name, even Ocellus despite her deception and betrayal, and...Fiery Kickstart? She hazily stared into the fires...

The stallion knelt nude, burst into flames, yet somehow, he appeared to still live...!

Anger turned to madness inside Fiery, who'd seen his beloved twins one moment, then they were no more the next, unaware that Grayscale Carnifex had spirited them and Ocellus away to the afterlife. His voice boomed deeper. “The ones I loved.... Gone.... All is lost...” He staggered to his feet, his spread plume also afire. He puffed his chest, arms wide, fists balled. “Chrysalis...~!”

When he stalked forward, flaming footsteps were left in his wake.

As he rounded the throne, Chrysalis tightened her grip around Cadance's chin while she continued to fuck her into submission and warned him, “Don't come any closer, or I'll snap her pretty neck!”

“You won't,” he retorted. “She's far too important to your plans!” With a sweep of his muscled arm, he formed a saber made from white hot fire in his hand, which he poised to assail her.

Chrysalis froze up, at a loss. She'd never learned how to teleport, her personal guards were all dead, and she dared not rise into the superheated air. Already, she could feel his mere presence feet away threatened to light the mares up. “Wait! Come any closer, and you'll consume your queen, too! The one the 'Swords' swore to protect! What's the point of you, if you can't even save her...?”

For the first time since his rebirth, he faltered. The intense heat that filled the cave died down.

“That's it,” taunted Chrysalis with a grin, while she rolled her hips and drove into Cadance, the pink mare lost to blushes, moans, and spatters of her juices while she was impaled. “Poor, lost little boy! Why not serve me, instead? You can have her when she's not in use by me! A harem of changelings and mares to do whatever you please with! Together, we can conquer the rest of Equestria!”

“No chance,” he barked with a snarl.

“F-Fiery,” whimpered Cadance weakly. “S-save as many ponies as you can...!”

With a nod, he raised his white sword once more, ready to strike a fatal blow. The inferno in the cavern started to sweep ever closer, and Chrysalis cowered, with no cards in her deck left to play. Before he struck, beams zapped in his direction, which rattled his nude, aflame musculature.

Unharmed but shaken, it was nonetheless the distraction Chrysalis needed to fly up with Cadance. He flew up to follow, while more mystic lasers zipped around the air, which he evaded.

“Stop him,” ordered Trixie, flanked by Fuchsia, Lavender, and more acolytes. The echoes of Chrysalis' cackles resounded while she continued to fuck Cadance in mid-air as she escaped. Her triumph turned to a pained scream when a sound wave swept over the pair of mares.

“Sorry my queen,” said Thunder Storm, careful to limit his powers so as not to harm her much. He arrived with a number of resistance in tow, his wife and children included. They had picked up every stray stallion and mare they could on the way there. Chrysalis and Cadance spiraled to the floor.

“We've lost control,”cried Fuchsia.

Lavender replied, “There must be some way to still turn this around!”

Both sides rushed into battle, surrounded by flames and the occasional shake of the hive, a reminder that the world would soon collapse. Stallion soldiers raised discarded wands they'd found scattered and discarded across the battlefields, and used them to counteract the cultists.

More changelings came to support their queen and the cult. Metal clashed and clanged, while Showy Blizzard used her power to snuff out the flames that licked near her family and friends. Unfortunately, nowhere was safe anymore, especially with the Eldritch further in the hive.

“You...came...,” whispered Cadance mutely, prostrating on her side. “Where's Chrysalis?”

“Escaped my queen,” said Thunder Storm, and offered a hand to help her rise. “We can't tarry. Too many need us. You're still compromised. Someone needs to stay behind and protect you-”

“I'll do it!” Midnight snapped a salute at them. “With these new wind powers, it should be a breeze!” He chuckled at his bad pun. “Moonie, sis, we have to protect the civilians, too, so let's do it!”

“Gotcha,” said his foalhood friend, who with the help of her mom Moonflower prepared some more toxin-laced darts. “We can win this! Cerise, you're still with us, aren't you?”

“Of course,” she answered, her spear at the ready.

Lightning Spark pouted with a hand on her hip. “Where's my elemental power already? It's so unfair that I'm a late bloomer!” Nonetheless, the Wonderbolt took her mission to protect them seriously. They helped form a circle around their queen, the last form of defense amidst the chaos.

Night Blade announced, “Leave this to us my queen.” He and Thunder Storm, alongside a number of commanders and their soldiers, were the first back into the conflict that carried on around them.

Shining Armor embraced and kissed his wife, tears in his eyes. “We'll fix this! Somehow!” With a pained nod, she waved him back into the war, aware others needed her far more than she did.

“Wait,” murmured Cadance to the hyper-stud, unable to deny how much he'd developed in such a short amount of time. She took a sword from one of her guards. “Midnight Blitzer, kneel and lower your head.” He quirked an eyebrow, but went to one knee before her as she raised the blade. “I hereby knight you as my 'Fifth Sword'. Perhaps some would say it's unearned, but we've seen your potential from a short time after you enlisted, and hoped you would succeed your father one day. Unfortunately, that time arrived sooner than expected. Now, prove I've made the correct choice.”

“I will, my queen. I swear it,” he said sincerely as the blade rested above his skull.

With the sword handed back to her soldier she commanded, “Rise, my 'Fifth Sword'. Go forth and uphold the code of chivalry in my name.” Perhaps she appeared undignified in her current state, her mane and makeup a mess, her belly heavily rounded, and completely naked soaked in her own releases and those that had ravished her, but she carried herself with all the pride she could muster.

Most of her troopers remained loyal as ever, and looked upon her with admiration.

Equestria's spiral out of control rushed on unabated. Grayscale Carnifex, who'd spirited a number of souls to the afterlife, warned the twins and Ocellus of their fate. “Anyone that perishes in a time loop doesn't come back," he explained. “While your names will be remembered by the survivors, they'll be a distant memory, and it's likely they'll assume you were lost in the invasion.”

He'd continued, “But there will be exceptions. Some of the fallen, those blessed with a special destiny, will be reborn on the planet Eden. Perhaps you'll be able to meet them, one day. Until then, it will be like you're in a deep, peaceful sleep, while you dream of a perfect universe!”

Unfortunately, to enact his plan he'd put Beatrix, and by proxy Bellatrix and Cerise at terrible risk. He rarely intervened directly, in fear it would draw out the puppet masters and render him vulnerable, but this was so out of hand he had no choice. He'd have to head into battle himself.

Of course, he couldn't do something so vulgar as to assassinate Chrysalis directly. Such a vulgar display of his power would act as a beacon to whoever threatened the multiverse. Yet the Eldritch were a different matter, creatures far beyond mankind, which he could dispatch without consequence. He descended back into the mortal plane, with his newest allies in tow...

*****

Earlier, the founder and leader of the Order of Reapers in question, along with his current companions, observed how all this drama unfolded. When the souls he'd claimed transcended their destroyed, physical forms, they reappeared, nude and translucent. “I'm back to my old self,” cried Ocellus in her phantasmal form, when she materialized beside Foal-Bearer and Wet Nurse.

“It all depends on how one perceives themselves,” noted Grayscale, while they were able to witness the Crystal Empire with their now enhanced vision. “You'll learn to form clothes, in time. But we have more pressing matters, do we not? The multiverse has started to collapse here, but anyone that is swallowed up by that dimensional rift will survive! We must try and protect them until then.”

Foal-Bearer snapped to attention. “Tell us what we can do, master.”

He chuckled. “You'll serve as my eyes. Guide everyone you can into the nexus!”

“We'll do our best,” said Wet Nurse, as she and her sister bowed. “Ocellus?”

“I...I'll help too. It's the least I can do...” Ocellus sniffled, aware that her clutch would be no more. But better off dead than warped into these murderous, ravenous monsters, she decided. “How much can they see and hear us?” She concentrated, and discovered she could float about freely.

“You'll be faint...but your voices should be able to reach them,” said Grayscale. “However, try and evade the cultists and especially the Eldritch. They can potentially perceive and snuff you out!”

“You released the Eldritch didn't you,” reminded Foal-Bearer. “And put everyone at terrible risk!”

Wet Nurse added, “Beatrix, Bellatrix, and Cerise aren't even part of this war!”

“A calculated risk for the sake of the multiverse. Remember, I'm not supposed to play favorites, and I have a responsibility to every universe! Beatrix is blessed and cursed with importance, much like Zafire Heart and Moon Hammer! Bellatrix and Cerise weren't supposed to be here...but even I made mistakes. Still, it's up to us to save everyone we can! So let's be off, shall we?” He sailed away.

In the present time, the cataclysm and war went on unabated. Beatrix, Bellatrix, and the succubi, invaded by drones warped by the dark arts, now were puppeteered to aid the cult and Eldritch. Trixie, Fuchsia, and Lavender cackled in triumph, certain they would be unstoppable now!

“We're finally reunited, my little hellspawn,” noted Trixie at Bea's side. “Hmm, but it's no fun when you're so doll-like! Or should that be zombie-like? Unlike the beautiful entities that have attached themselves to us, this isn't permanent!” The trio of witches allowed a moist tentacle to slide from their slits and swipe at the air. “Don't worry, we'll implant one of these in you once we've won!”

“Don't count our chickens yet,” reminded Fuchsia, who shuddered pleasantly with her companions whenever the creatures inside their hot cores squirmed to reward them with tremors of bliss.

“D-don't be so pessimistic,” faltered Lavender, as their eyes rolled into their heads and their snatches spattered a small puddle of their lust on the already murky hive floors.

Beatrix, like Bellatrix and the succubi, stared blank-eyed ahead, reduced to little more than meat to be piloted about. They lurched awkwardly, while the changeling grubs inside them adjusted to their new, unfamiliar flesh, yet soon found they could still call on the magic inside each puppet. More of the swarm searched out new hosts, a Protoquen like Ocellus able to birth hundreds at a time.

They were on the prowl, the newborn changelings not starved for choice with all the barely protected, fertile pussies around them, ready to be forced open and burrowed into. Warm, wet wombs would serve them well as new homes, their squishy, slippery insides not so different from the hive. Yet instinct drove them to not choose just any mare they crossed, but to seek out the most potent amongst them, strategic in their search to claim the most dangerous of the females.

Ones like Zafire Heart, who marched ahead, heavy sword in both hands. Her impressive magic turned upon her own followers, even their arcane tattoos unable to bear the brunt for long. Panna and Chezka were forced to take cover under the mystic assault that peppered the Amazons.

Chezka couldn't bear to fire on her. “My queen, why...?”

“She's been possessed,” cried Panna. “And we will be, too, if-!” She screamed when a swarm descended on them. Their repeated attacks from every direction stripped the protective runes from their curves, leaving their flesh exposed, as they desperately slashed and kicked at the black mass.

“N-no,” yelled Panna, as she saw one of the bloated drones force itself head-first into Chezka's horsepussy amist a wet pop, then felt another one squirm into her own stretched out pussylips. They squealed and writhed when the insects squirmed within them, and their eyes went blank.

“We're too late,” murmured Foal-Bearer, as the phantoms that arrived observed the fall.

“Two more of our allies down,” replied Wet Nurse, who held her sister's hand.

Ocellus went off on her own, despite the fact that the Eldritch could potentially locate and snuff even a specter out. Her main concern was Fiery, who she wished to somehow make it up to him. To tell him the twins were 'okay', that the imminent time loop would fix this unthinkable disaster.

Instead, what she spotted in the caves made her pause. Gasps were swallowed down.

A number of the Eldritch, which surrounded a fallen, muscled succubus. They appeared to be performing some twisted form of surgery on the corpse, with a mixture of tools and black magic, which funneled into the carved up carcass. For a moment, it appeared they'd dissect her. Instead, the white-robed aliens breathed a new form of 'life' into Sanguine, who shuddered when the jaws that covered her heavy breasts and snatch started to snap and drool, until she shambled to her hooves. Groans rolled from her bloodied lips, as she strained to form a coherent sentence.

“Must...kill...” Her meaty fist slapped a couple of Eldritch aside.

Yet her brain was warped by their psychic reconstruction. A similar feat they'd once performed on Bellatrix, to lure Beatrix into a trap, but while that succubus was recreated in a perfect manner, the she-devil warrior had her mind twisted to blame her old allies for what had befallen her.

“Rend...slay...crush...maim...” She stalked on, doused in blood, and Ocellus heaved and hid.

Eldritch turned in the direction of Ocellus, able to faintly sense her while they communicated by telepathy. She would've paled, were it still possible, and raced into the maze of a hive.

“We have to hold the line,” shouted Moon Hammer. Gore painted him, Redrum, and a number of minotaurs, who had showered the hive walls in the insides of the drones they encountered. Unfortunately, they were down to a few men, several of them lost from a war of attrition.

“This is suicide,” whispered Redrum near him. “But we're with you to the end.”

“Good. Because I still plan to return home with you,” he answered, as his war hammer crushed another drone's head to pulp with a splat. A number of Amazons and ponies aided them, but they too were spread thin, with enemies in every direction, and some slain by nature as the planet appeared to crash down around them. Caved in tunnels had further separated the armies.

His eyes widened and settled on the new arrivals. One of the succubi, further transformed into a monstrous, but still sensuous shape, with sets of razor teeth that snapped in her breasts and cunt. The Amazon Queen herself, eyes dulled and horn lit, ready to rain down destruction with her sword raised. Behind them, a number of cultists and more succubi, beside Panna and Chezka.

“Take care of that demon,” he ordered Redrum, who nodded. “Zafire Heart, face me!”

The Amazon Queen snapped to attention, and accepted his challenge, since even in this compromised form her pride remained. She charged to face him. Sanguine did much the same when Redrum stepped forward to stop the devil warrior, as the four champions clashed head on.

“Leave them to it,” yelled Trixie. “We have other threats to deal with!”

Another rumble resounded. Weapons connected, the wielders shaken from the impact. Zafire had finally found a worthy foe, and snuffed out the aura from her horn, to test her mettle as she battled flesh-to-flesh, steel-to-steel, her ancient prowess met by the youthful but powerful chieftain. Redrum hissed, one of his horns snapped by the teeth of his blood-crazed opponent.

“Too...late...,” muttered Redrum, knocked back to his butt as blood ran down his face. His eyes were instead on a prismatic brilliance that spilled into the hive while the surface cracked.

“Huh?” Sanguine spun her head at the light, which swept over a number of Amazons and cultists, who appeared to be vaporized in an instant, both unaware they were whisked away by the dimensional rift. “You die,” she bellowed, as her teeth sank into his beefy, leathery vermillion flesh...until they, too, were consumed by the brilliance, tossed into the void by the rift.

“No,” shouted Moon Hammer, while he redoubled his attack on the Amazon Queen. The heavy blade sank into his abdomen, as he choked up blood, and his wiry muscles shuddered when his two muscled arms crashed down his war hammer and collided with Zafire's skull with a crack, her horn split. Blood exploded from the pair of worn out leaders, who collapsed into a bloody pool.

The blacksmith's last thoughts were of his friend, his people, hopeful that whatever happened, their sacrifices would be worth it. That somehow, the minotaurs and holstaurs would always survive.

The blow that rattled Zafire returned a sliver of sanity to her. She used that chance to shove a fist into her cunt below her cock and balls, reached into her uterus, and ripped out the bloated insect. It squirmed and screeched at her, until she crushed it like a popped balloon that showered her.

Unfortunately, she sensed her time was near, too. Her fallen opponent was worthy, indeed.

“Sleep well my friend.” She closed Moon Hammer's eyes, before she collapsed next to his body.

Around them, the prismatic brilliance continued to sweep across the cavern, and consumed everyone that couldn't escape in time, the corpses of the defeated included as they dematerialized. Even in their compromised state, Chezka scooped up Panna to save her, but they were lost, too.

One-by-one, more from both sides were swallowed up, until this reality reassembled itself. Grayscale arrived himself, an executioner's sword in hand. He wasn't supposed to execute mortals before their time...but the Eldritch were another matter! He'd do his best to sacrifice them all!

With blade and elemental breath, which escaped the drake's maw, he started his Eldritch massacre. Their psychic assaults merely tickled the ancient predator, and likewise their spells, as he swooped into the madness, and each arc of his saber from muscled, scaley arms demolished them.

Rarely did he have the opportunity to let loose like this! To kill without mercy!

Some Eldritch attempted to attack his flank. His tail lashed out and skewered them. Barely threatened by them despite their numbers, he instead considered the fate of Moon Hammer and Zafire Heart, who would be reborn as fated on Planet Eden, to later be met by Beatrix, their memories of this encounter in this version of Equestria wiped away by the time loop...

*****

“It's quieter by the moment,” whispered Moonflower, who hunched down. “Are we the last ones?”

“No way,” said Snowy Blizzard with a shake of her head. “Our allies won't fall so easily!” The mares sheltered with the civilians, while the commanders and soldiers formed a phalanx around them.

“I'm so proud of our children,” said Moonflower to comfort her, as they watched them fight beside their husbands and Shining Armor to defend them, a compromised Cadance included.

“Me too,” said Snowy with tears in her eyes, too tapped out to summon another cold snap.

Gales below from each sweep of Midnight Blitzer's massive wingspan, the newly knighted 'Fifth Sword', who battled in the air beside Thunder Storm, Night Blade, Lightning Spark, and Moonlight River, while Cerise Silhouette aided Shining Armor and the other grounded soldiers. Over-and-over, they rebuffed the changelings and cultists, but on occasion more of their own numbers were thinned by a constant assault, the circle forced to close in as more allies were wounded or slain.

Cadance had taken up a sword. “If only I could still work my spells...!”

“You're too important,” reminded Thunder Storm, who shouted from above. The sound waves he unleashed proved effective to break the hive mind of the changelings, who were disoriented and scattered by the noises that pierced them, one of the few reasons they hadn't been overrun yet. But he too was at his limits, until with a pained breath he was forced to land, swathed in cold sweat.

Snowy came as close as she dared to the outer circle. “Sweetheart, are you-?”

“I'll be fine,” he reassured her, his sword shaky in his hand. “Stay back where it's safe! Please!”

“Y-yes,” she whimpered, her hands clenched as she felt so helpless. If only she'd practiced her powers more often! But she'd dedicated her life to her family, an honorable profession, as he told her.

Cerise kept her distance with her spear, which poked at the drones, surrounded by troopers that raised their shields to defend them. “Is this the end? Beatrix, where the hell are you...?” Her soulful pink eyes lit up. “Wiat, is that-?” A number of eyes focused on flames that burned ahead.

Fire immolated a number of the swarm. A nude, muscled stallion entered, ablaze.

“Fiery Kickstart?” Gasps rose as a number of onlookers voiced his name at once. He walked amidst an inferno he left behind in his wake, and wielded a sword formed from a white-hot blaze.

“The cavalry's here!” Lightning Spark did a loop and laughed, she and a number of the soldiers bolstered by his reappearance. With renewed fury, their blades cut a swath into the enemy.

Midnight beamed, too. “Now the 'Swords' are all together! We're unbeatable!” He used his winds to help fan the flames, which washed over the drones, and consumed dozens more of them. Unfortunately, no matter how many were slain, more crawled out of the slimy crevices.

“I'm...not safe...,” tried to warn Fiery, afraid he'd explode once more. That no matter how terrible Chrysalis and her minions were, he could prove even worse and consume them all.

Nonetheless, he turned his sword on the swarm, and reduced them to ashes. Said ashes were scattered to the winds by Midnight, who'd discarded his sword after it lodged itself within a cultist, and instead he used his new powers to form a blade from the winds. Ssaid weapon whirled at rapid speeds, and dessicated whatever enemies it carved into, reduced to mush in the whirlwind.

“All out of darts,” remarked Moonlight, who'd hurled the drug-laced weapons from her wingtips and knocked out whatever they struck. “Damn, too bad the changelings are probably immune to their own toxins! But they seem to work fine on the cultists, at least! As do these wands!”

Yet the next threat soon made their appearance. Those already claimed by the swarm.

Cerise called out, “Beatrix? Bellatrix? Wait, something isn't right...!” She met the glazed eyes of her fellow companions and the other succubi in the distance, flanked by more acolytes. The enslaved puppets attacked, and with a shocked yelp she barely manifested a crystalline barrier in time.

Gemstone pillars rose from the cracked earth and sparkled when they partially deflected spells cast in their direction. Cerise's twin-tailed mane whirled behind her when she summoned up more.

“That's some trick,” whistled Moonie. “Middy, Sparks, she needs some back up!”

“Gotcha,” said the twin brother-and-sister as one, while they and more soldiers moved to support the dancer. Gales ripped across the hive, more of their attackers tossed about like debris. Already, the elemental wielders started to sweat, unused to the barely controllable powers they manifested.

“I...can't keep this up,” warned Cerise, as her heart already started to hammer. “I-I only learned I have these crystal powers a short time back! I haven't had much time to master them...!”

“I can deal with them,” offered Fiery, his white-hot brand at the ready.

“Don't kill them,” pleaded Cerise. “I...I can neutralize them!” She didn't know whether that was true, but nonetheless she tried to summon up more crystal around the feed of the assailants. Unfortunately, while Beatrix was taken flat-footed, the three succubi descended into the air.

“Get that one,” shouted Trixie, who waved at the princess. “She's Sombra's child!”

“Yes mistress,” said Fuchsia and Lavender, their own horns and wands afire with the arcane.

Sweatdrops poured down Cerise while she concentrated. “Bea, you have to wake up!” She swayed unsteadily on her feet, and sleepily blinked, pushed to her limits by the unfamiliar power. One she felt would come naturally to her over time, were they able to survive and she practiced at it...!

Gems shattered into sparkly dust. The swarm funneled in.

Lightning Spark zipped in at the forefront, despite the warning cries of her companions, and suddenly an electric storm rippled across the area. Changelings and cultists alike were electrified by volts that surged throughout them, to the point where some smoked and blackened, while others toppled into seizures, left to thrash while the electric blue mare poured on a newly awakened power. “Take that,” she cried, as her twin's own winds worked in tandem to carry the electricity.

“Wow,” mumbled Moonie.

“She may have the most potential of us all,” admitted Thunder Storm. “But it's difficult to control!”

“Maybe I can help her,” considered Fiery, who'd had to learn how to master his own flames. While most eyes were on the electric storm, he tried to move in...and felt a soft touch at his sides.

His eyes shifted to each side, at the phantom, almost imperceptible and nude forms of Foal-Bearer and Wet Nurse. Their warmth and softness pressed into him, as they radiated in a seraphic manner, their ample, bare breasts crushed into the sides of his own nude musculature. He inhaled their familiar, subtle perfume, and felt the poke of their perky nipples when they started to lift him up.

“It's time to leave my love,” whispered Foal-Bearer. “The Eldritch are on their way.”

Wet Nurse also murmured, “This world's about to enter a loop! You have to survive it!”

“No,” he called, while they flew up with him pinned between them. “My war isn't over! I have to-”

Yet they had ascended far beyond their mortal limitations, thanks to Grayscale Carnifex, and were easily able to physically overpower his flesh. Not that he'd ever dare try and harm them. Ahead of him, another specter manifested, Ocellus, equally nude when she hovered a short distance away.

“Die now and this'll all be pointless,” proclaimed Ocellus. “The time loop will reset this all!”

Fiery realized that must be what the cosmic storms that flooded across Equestria meant. One world's ending, and a new one's beginning, for when the time loop settled, all of the surviving players here would be shuffled into new roles. Yet all they'd learned and experienced would be lost, too. Would he even meet the twins in his next life? Love them, after he'd lost it all...?

The choice would be taken from him. More of the hive caved in, and a prismatic pillar spilled into the cave, which the nude twins started to pull the mustard-colored stallion into.

Ocellus cast him a sad smile. “Relax, Fiery! We can fix this next time! We—ah~...! Her shrieks pierced their ears when a dimensional blade sunk into her back, and exited her breastbone. He and the twins called and reached to her, even while they rapidly faded from this plane of existence.

One of the Eldritch struck home. Typical weapons were useless on spectral creatures, so they had fashioned special armaments from the cosmic energies for such an occasion, aware that even Grayscale would be vulnerable to such an attack, were they able to close the distance.

A bittersweet smile crossed Ocellus, tears on her face when she took her last, strained breath. She dissipated out of existence at the hands of the Eldritch, everyone else unaware she'd even been there. Yet even had they known, there would be no time to mourn as the Eldritch spilled in.

Despite his efforts, Grayscale couldn't keep them all at bay, as his own desperate plan to force a time loop due to the introduction of so many paradoxes not threatened to end their lives.

Chrysalis hid and cowered from the chaos around her, aware she'd completely lost control. The cosmic storm continued to push across her hive, and swallowed up her enemies and followers alike without rhyme or reason. The wounded multiverse simply attempted to fix itself, however it could.

She hissed to herself, “Was this that damned cult's plan the whole time? I won't be used...!”

Chapter 16

So many Eldritch were dead at Grayscale Carnifex's scaled hands. The ancient dragon's own army, the Valkyries, were also all but wiped out in the conflict. Around him, more Amazons, minotaurs, and ponies fell on occasion, the reaper unable to defend them all, even when he wielded his executioner's sword and breathed a flurry of elements in cones from his wide open maw. Gray robes, a shade darker than his muscled scales, were soaked in the blood and innards of his foes. He flew above the cavern, bombarded the psychic aliens that tried to mount a suitable defense.

He'd have to clean up the mess he'd created, and hoped the introduced paradoxes that led to this latest, ahead-of-time time loop would potentially settle this Equestria into a better world.

The combined psychic assault wrapped around Carnifex, weighed him down with gravity, and slowed his movements. The Eldritch dragged him towards the moist earth. “Clever bastards aren't you,” he hissed when his sword carved into more of them. “Think you can...ack~...!”

A knife unlike the others sank into his back. A dimensional weapon, carved from the cosmos.

It bypassed his natural armor and barely missed his two hearts when he twisted to avoid it. Its touch alone inflicted his prophetic visions on him, made him aware that Ocellus had fallen at its edge, and the twins could follow a similar fate when they returned from the afterlife to save more people here. A reaper's wounds naturally healed..but this terrible weapon severed this ability.

He butchered the Eldritch closest to him. Noted more Eldritch wielded similar knives.

They'd rendered him vulnerable. Did he retreat now, and leave everyone to the whims of fate...?

What dripped from his wound wasn't blood, but a colorful, prismatic trail. The very substance that made up his spirt would bleed out until he found some way to seal the deep cut. Groaning when he seized a thick scale, he tore it off, patched it over his wound, and spat up molten spit to seal it in place. A temporary measure, at best, while more of his attackers closed in with knives out.

More visions crossed his eyes, which blazed white. Potential consequences, were his gamble not successful. The Order of Reapers, no more, him included. The Planet Eden, one more part of the multiverse swallowed up when it collapsed. This Equestria, also obliterated from existence...

*****

More crashes sounded, the crystalline barriers that Cerise struggled to raise anew penetrated. Wind and thunder rippled across the battlefield, but Midnight and Lightning began to tire, too, alongside the 'Swords which still remained on the field after Fiery's inexplicable disappearance. “Hold the line,” shouted Thunder Storm over-and-over while his sword cut a swath to protect his allies. “Hold-” He was cut off when a beam struck his chest, and his blade slipped from his hold.

The swarm moved in. Drove their weapons at them. He threw his body in the way.

“Dad,” cried his children in unison, when a number of blades sank into his torso. His fellow warriors, wife, and friends also called for him, their voices faint when his vision darkened. Over-and-over, they stabbed into him, while Thunder turned himself into a shield to defend them all.

With a final burst of effort, he strained to call on his powerful one last time. Released another sound wave ahead of him, which pushed their numerous foes back, before he collapsed, bloodied.

“S-son,” he whispered. “Save...them...Please...”

“Father,” the teary-eyed hyper-stallion answered, who squeezed his blade's hilt harder. “Grah~!” Gales roared out harder and louder from the sweep of his plume, even while his heart pounded faster in his barrel chest. His eyes turned white, reduced to his most primal sense of fury.

His winds produced an unexpected effect amidst the tremors. More tunnels collapsed.

“Middy,” cried Moonie in her attempt to reach him. “You'll tear the whole hive down! With us in it,” she reminded, yet he appeared not to hear her, as he furiously poured on more winds.

“Bro,” called his twin. “Cerise's in trouble! Listen!” When he didn't, she zapped him.

Midnight snapped back to awareness, and saw his father in a bloody pool once more, while a number of his allies cowered from the storm and a barely conscious Cerise slumped. At least the devastation he'd unleashed had pushed many of their enemies away, or buried them under the collapse and stone and soil, while more of the hive continued to rapidly sink around them.

“Let's find shelter,” he called, uncertain what else they could do anymore. Green eyes turned to an untouched tunnel. “That way, everyone! I'll watch your backs while you head inside!”

“Don't be a hero,” reminded Moonie, who pecked his cheek.

“You too,” he replied with a forced toothy smirk, despite the pain he felt. He didn't want to believe it, but his father was no more. Grief clearly dawned on the faces of Snowy Blizzard, Moonflower, Shining Armor, and Night Blade, too. He'd be forced to take the position of his replacement 'Sword' much sooner than expected, as Cadance likewise failed to hide the melancholy she wore.

His instincts were true. At the end of the tunnel, loomed a prismatic sea. All they needed to do was step into it, and they'd cross over into the unknown, saved by the latest induced time loop.

Yet he couldn't leave his father's body behind. He scooped Thunder Storm up, and carried him.

Unfortunately, in his bid to cover the escape of his allies, more of their opponents that hadn't been separated by the cataclysm closed in on him once more. His winds had started to die down.

The hyper-stallion brandished his blade and announced, “I swear to hold the line! Like my father did to his last breath! Like any of Cadance's fabled 'Swords' would sacrifice their lives for...!”

He puffed up his fluffy, feathered breast, and counter-attacked with the wind and his sword. Outnumbered many times over, he refused to turn tail and run, Thunder Storm's body placed beside him while he strained to hold back impossible numbers that overwhelmed him...

*****

Cerise huffed when she stumbled, pulled by Moonie when they ran ahead. “We have to turn back!”

“No way,” the other mare answered, despite her own moist eyes. “He sacrificed himself to save us!”

“My bro's not dead yet,” called his twin, even while her doubts played across her features. They ran down the tunnels, where a void shimmered ahead, the final destination into the unknown.

Moonflower pointed ahead. “What's that? Is it safe?” In answer, two familiar, nude coral-pink twin mares manifested at the end, and beckoned to them like a lovely pair of sirens. “Wait. These are-”

“Ghosts,” answered her husband, as they'd seen a similar phenomenon in ancient days. “Come to take us from this world. I believe we can trust them.” His wife nodded, as they held hands.

Snowy Blizzard asked, “What will happen when we cross over? Will we die, too?”

“No,” came the voice of the twins. You and the survivors will be looped into a new timeline.” The sisters appeared serene, their hands linked. “Please, hurry! Die here and you all may not be reborn!”

“We'll have to have faith,” decided Night Blade. “Something we're familiar with, when we served under Nightmare Moon. Remain here, and we'll perish for certain. Equestria appears at its limit.”

Cerise cried out, “But my future husband's back there! Not to mention Bea, Bella, everyone else...!”

With a pained frown Moonie faltered and admitted, “Maybe there's still a chance we can save them.” She too wanted to turn back, whatever the odds, and noted Sparks already started to!

“Please,” called Wet Nurse. “We already saved Fiery but lost Ocellus! We have to leave!”

“Seems like some of them have already made up their minds,” noted Foal-Bearer. “Not that I blame them. Do what you must, but once this world collapses entirely, it will be far too late.”

“The civilians first,” decided Night Blade, who helped the twins direct them into the colorful void which shimmered over the tunnel. Every time a pony stepped in, they blinked out of this reality.

Already, they'd started to split into two parties, one which would stay here, the other who'd return to back up the final 'Sword' despite the potential consequences. Among them were Cerise, Moonlight, and Lightning, while Shining Armor and Cadance helped ferry in more bystanders. One-after-another, more of them escaped the doomed planet, unaware they were watched.

“So they all plan to escape,” mused Chrysalis, who watched from her crystal ball. She knew these caverns intimately, and could easily find them with more mutant drones in tow. The rhino beetles started to tunnel away at her command, where they would soon link up with the dank cave.

From the crystal, she witnessed Snowy Blizzard and Moonflower disappear into the ether. Mere trifles compared to the real prize! Cadance still carried her clutch, and couldn't be allowed to exit...

*****

Cut off by the collapse, clouds of dust and sediment rolled around a number of acolytes and succubi when they'd landed in another section of the seemingly endless, underground hive. Almost like they threatened to descend into Tartarus itself, at Equestria's core. Trixie turned to her sidekicks. “Everyone okay?” Lavender and Fuchsia nodded. “How about you, my little hellspawn?”

Beatrix visibly paled, lined in a cold sweat. The drone embedded in her core stirred uneasily. She stumbled her way over to a mossy, smooth stone, and reclined on her back with a low moan.

Fuchsia asked, “What's the matter with her?”

Lavender offered, “Morning sickness? It took us a while before we were used to these creatures inside us, too! But these drones are different! They don't permanently attach to their hosts!”

“We'll replace it with a more permanent implant,” reminded Trixie. “When we have time!”

“I can help locate a few spares,” offered a lazy voice. Tree Hugger stepped fully naked out of the shadows, forced to escape when Zafire Heart had taken out her old friend, Fluttershy.She was from another chapter of their order, which was scattered across the multiverse to serve their cause.

“Go on then,” demanded Trixie. “Fetch them!” Yet another moan from Bea pulled their attention.

The denuded, violet mare spread her supple thighs wide open, and a black, inky slick mass started to dribble from her cunt. The excretion started to take shape, into tendrils, which pulled Bea's pussylips open and exposed the moist, pink interior of her glistening birth canal down to her cervix when her contractions began. She moaned and pushed, while everyone looked perplexed. Inch-by-inch, the drone embedded deep inside her womb started to be birthed out, head-first.

Lavender asked, “What's that black slimy stuff...?”

Gasps collectively rose from the acolytes, who watched wide-eyed. The Demiurge, all of them quickly realized, the cosmic eldritch entity that was among those they worshiped, with Beatrix Belladonna, cursed by the entity she housed, once destined to become their 'Dark Messiah'. Yet the creature, who'd formed a symbiotic union with the witch, now rebelled at its own fate, too.

The entity helped Bea push out the dark arts-warped drone that had invaded her core. With a pop, the bloated insect, covered in her feminine excretions, squeaked and practically fired out of her cunt. It buzzed and attempted to escape. The tendrils wrapped around it, squeezed until it was squashed.

“We've upset one of our masters,” declared Fuchsia, as they bowed in worship.

The black mass continually poured from Beatrix when she stumbled to her feet. Shaped itself into tentacle-like extensions, dozens of them, and whip-like the coils snapped around the cavern. None of the onlookers dared resist their 'Dark Messiah', scooped up and lifted, their clothes torn away.

The tendrils drove their way into their exposed fuckholes. Forced them wide open, took their mouths, pussies, and assholes like, driven to feed on their lust to further empower itself. Wet squishes and squelches filled the arena, while they were harshly ravished womb-deep.

Amidst this, the tentacles plucked out the insects from Bellatrix, Xanadu, Nymphette, and Kismet, too. These creatures were also popped, as the entity couldn't accept the lesser, rival parasites.

Over-and-over, the still doll-like Beatrix fucked her prey into submission, as their explored cunts spewed their lust all over the numerous tendrils that invaded their holes while they squeezed and molested their supple bodies all over. They moaned and squirmed, forced to submit to their mistress. Not that the possessed Bea showed them any mercy, now a slave to the entity inside her.

Yet the creature sensed the void that spilled across Equestria, ready to consume them all.

Thus, 'Beatrix' stalked her way down the caverns to find anyone still around, the tendrils that spilled from her twat still used to keep her prey lifted while she repeatedly drilled their stuffed holes. Bellatrix and her fellow succubi, woken up after their insects were removed and crush, were nonetheless helpless to break the iron hold of the tentacles that coiled around their breasts and buttocks, pinned them by the wrists and ankles, distended their throats like their cunts and rectums.

Bellatrix tried to weave her spells, only to have the tendrils envelope her hands, too. Her cries of distress were muffled, forced like her sisters to clench up and squirt while they were taken. The black tentacles explored all the females completely, while any men had their necks snapped before they were tossed aside, considered unworthy by the fiend which used its hostess like a vessel.

Beatrix, too, closed in on the place where the hyper-stallion made his last stand.

*****

The companions of Midnight Blitzer rushed back to save him. They were too late. The 'Fifth Sword', with his saber and air elements, had ripped apart a number of drones and cultists left behind before the weapons that stabbed at him and the beams fired in his direction struck home. The hyper-stallion was able to tank a number of blows, far beyond most stallions, but he too weakened.

“Gah,” he cried and spat blood when a spear sank into his midsection and he doubled over.

“Middy! No...!” Cerise, in desperation when they raced onto the scene, froze more changelings in solid crystal. Lightning and Moonlight sailed in amidst a blur, as volts fired into a number of acolytes and drones, who shook and cooked while the volts flooded across their bodies.

“Hold on bro,” cried Sparks, tears in her eyes.

Moonie whimpered, “Had a come with more toxins prepared...maybe then...!”

“Turn...back,” warned the hyper-stud with a mouthful of blood, barely able to stand after all the wounds he'd taken. Even so, his plume helped fan out more waves to knock down their foes.

“We never should've left you,” whined Cerise, who worked to freeze up more drones.

“Had to...save civilians,” he mumbled weakly. “Be with...dad soon...”

“Don't talk,” barked Moonie in desperation, while she impaled another drone on a claw. “Ah-!” A hurled spear slammed into her back, and she stared wide-eyed in shock when the tip exited her chest. She barely heard her friends cries, forced into a spiral as blood splashed from her.

“Hold on,” yelled Lightning when she raced to catch her, only to have one of the beams she weaved between crash into her side. Sent off-balance, she crashed into a rocky wall and screamed when a wing bent at an awkward angle and her bones cracked. Changelings raced to finish her and Moonie off, only for Blitzer's winds and Cerise's crystals sent in their direction to hold the horde at bay.

It all started to fall apart around them. Cerise screamed too, bashed by a shield a drone raised. “Ours,” he hissed in triumph, when his mandibles sank into her scany bikini and tore it away.

“Don't...touch them...!” The 'Fifth Sword' fallen, reached for his loved ones, the body of his father Thunder Storm nearby, who the drones started to beset with teeth bared, ready to feast on his flesh.

Salvation came from an unexpected source. An explosion rocked the hive.

Beatrix Belladonna appeared from the caved in portion, her horn and hands ablaze, while the inky tentacles that oozed out of her birth canal held her prisoners aloft and pumped in-and-out of them. She snapped up the female acolytes in the same manner, the females for her own use and the males slain, a fate which likewise befell the drones in her path which she dispatched with ease.

“Beatrix! Please! Wake up!” Cerise found herself scooped up too, tendrils violently forced up her fuckholes. Similar fates befell the wounded mares, their wounds blotted by the inky darkness pressed onto them. Limply, the weakened mares rolled in the tendrils, violated without mercy like every mare bundled up in the obsidian, cool oil-slick mass, while Blitzer started to black out.

Hot blood ran around him. Tears wet his emerald eyes when he muttered, “I've...failed...”

Before his half-lidded eyes, Grayscale Carnifex manifested, and the reaper offered a scaly hand. “It's not your time yet, poor boy. Like Zafire Heart and Moon Hammer, you'll be reborn!” Despite his attempt to impose himself on the scene, his muscular bulk was forced to hunch a tad.

The dimensional blade bled him out. The wound could be permanent. He'd be forced to hide. To try and heal, while he watched the drama continually unfold from the shadows.

At least he'd dispatched every Eldritch he'd come across, before he bowed out of this play!

He vanished before Beatrix could assail him. The 'Fifth Sword' smiled sadly, and drew his last breath. Someday, somewhere, he'd meet them all for the first time, to love and to lose.

Elsewhere, before everyone else could cross into the dimensional void, rocks split from the vibrations of pincers from the mutant rhino beetles. One of them ferried a nude Chrysalis, who straddled atop its shiny black carapace when they cut off the sole escape route.

“Chrysalis,” spat Cadance, who snarled in her direction.

“I'll handle this monster!” Shining Armor leveled his blade at her, the power couple of the Crystal Empire the only ones in the tunnel that hadn't left yet. Even the twins had taken their leave to make certain everyone else made their escape. The Paladin could barely stand.

“Your bitch is mine. She already carries my brood,” reminded Chrysalis, who slipped off the beetle's back. “Mutants, tear her husband apart. Slowly. Let the cunt watch while he screams and dies!”

“You sick...at...!” Cadance cried out, as she tried to work a spell on instinct, and pain rippled across her horn. Thankfully, she'd started small, or else she may have shattered her horn entirely!

“Pathetic slut. Your sole worth is as my broodmare.” Chrysalis licked her chops.

The mutants rushed them down. The Paladin lit his horn, and raised his sword to meet them.