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"Get a sodding light over here, you blithering idiot!" shouted one of the guards above, trying to be heard over the downpour. Rain pelted the muddy ground, sending torrents of water cascading down around Broken and Derpy. They were lying belly-down in a makeshift storm-drain running along the length of a field, just out of sight of the guard above.

"I'd have the light if someone didn't decide he was going to use it to read his newspaper," his female companion shouted back sarcastically, shortly followed by the sweeping of a light beam over their makeshift hide. The female guard trotted back onto the road, sweeping the torch over the field and gutter, following a rudimentary search grid pattern. Broken tried to signal Derpy, indicating she should move lower into the water. His electric-blue mane was soaked and camouflaged by the muddy brown water, and only his muzzle poked out of the water for air.

Broken heard Derpy whimper behind, but couldn't do a thing to help her. That beam was still sweeping back and forth, trying to pick them out amongst the swirling, dirty water. A serene, peaceful calm settled over Broken, brought on by the helplessness of his situation. All he could do was wait, and prevent himself from sliding further into the narrow drain entrance sucking the water away.

"Are you sure you saw something? Could've just been something blown around by all this wind, couldn't it! I'm not standing out here, searching for another one of your bloody false alerts," the stallion shouted at her, poking his head over the ledge and looking directly down onto Broken. Hopefully the brown, muddy water had disguised his muzzle enough that he wou-

"Oh, shut up! How many runners have you caught again? Oh, that's right, none! Better to be safe than sorry, isn't it? 'specially when Applejack is stepping up security 'round here. Still, anything down there should've been sucked into the drainage. Stupid bastards always try hiding in the gutter. Remember that farmer that broke both his legs?"

"Screaming for hours," her companion laughed, trotting away from the narrow verge. Broken almost let out a sigh of relief, before remembering that he would be inhaling water before he could even say 'Derpy!' He lay there for a few minutes, muscles straining against the pressing water currents. The guards might come back to finish the job, or another patrol might show up. He noticed the currents slow slightly, just before Derpy crashed into him. Broken almost lost his grip from the shock, using one hoof to hold Derpy while the other struggled to maintain a hoof-hold.

"Derpy!" he spluttered over the water, "What in Luna's name are you doing?"

"My leg," she muttered hoarsely, trying to keep her head above the water. "I think something cut it, but I can't see!"

Broken was momentarily overwhelmed, trying to power against the onslaught of water. The currents this far down were a lot stronger than a few metres upstream, which he hadn't anticipated. How were they going to get back onto the road or near the field? It looked like the only way they could go was...

"Derpy! I need you to hold really, really tight, ok?" The grey pegasus nodded shakily, clutching onto him for dear life. He took a few steady breaths, before letting go of the hoof-hold. The water swept them away instantly and pushed them towards the massive surge drains. That's what Broken was hoping for. Once they were in the sewers, they had a slightly better chance of surviving. He was contented with that thought until he noticed a massive, rusty iron grille covering the drain through the murky water.

'Oh buck...'

Even before he had a chance to warn Derpy, they were sucked under and slammed against the grille, the sheer force of water pressing down on them forcing the air from their lungs. He could feel Derpy shifting next to him, trying to prevent her wings from being torn off by the powerful deluge. 'Now would be a great time for this grille to turn into jelly,' he thought desperately, trying to force the onset of his shifting. Nothing happened. A sudden release of adrenaline flooded his system and made his thoughts sharper and more coherent. He couldn't force the shifting, so all he could do was wait for the inevitable.

As he began to focus on drowning rather than shifting, he felt the familiar warm glow build up inside him. Finally! The pressure against his back suddenly disappeared, and both ponies entered water-assisted freefall once more. The drop lasted about five seconds, before they were spat out into another whirling pool of water. Broken struggled, forcing his way to the top of the lake and drawing several massive breaths, before coughing up muddy water everywhere. Hopefully Derpy hadn't seen that. Derpy! Where was she?

"Over here Broken!" she heard Derpy shout fearfully from behind, so he began to swim towards her voice. The chamber was pitch black, with a dank chill permeating the air. Eventually his forehooves hit concrete and he hauled himself up onto dry land. "Are you ok?" Derpy whispered, somewhere to his left.

"Fine. How's your leg? Did it actua-"

"It's fine, Broken. A bit sore, but nothing cut or snapped." Her hoof connected with his coat, and he noticed that Derpy was very, very cold. The afterbuzz of shifting was still flowing through his veins, warming his body, but the same couldn't be said for her.

"Come on Derpy, we need to find somewhere dry to wait for a bit. We're safe down here, I think. It'd probably be best if we grab some sleep while we can, and then we can work out where we are in the morning."

"You sure they're not gonna send someone down after us? How do you know we're sa-"

"Don't worry Derpy, we'll be fine. I overheard them talking about how they don't bother searching for ponies down here. That grate would have killed us, remember?"

"I... I guess so, yeah. What're we gonna do now, Broken?" Derpy whispered, still keeping one hoof firmly placed on Broken's side.

"Well, I think we need to look for light, somewhere. There's got to be an access tunnel in here somewhere, and there'll probably be lights there. Can you remember the layout of this place?" Derpy rubbed his side reassuringly.

"Yeah, I think so. There should be a door just up here! I hope, anyway..." Derpy led Broken deeper into the darkness, occasionally pausing to reconsider her bearings. They were in a massive underground chamber, a cistern of sorts, and there was a very large path around the side. Broken considered this as he shuffled across the concrete, following Derpy's instincts.

"Okay, it should be just over he- Ow!" Derpy jumped backwards, knocking Broken back onto his hind quarters.

"Are you ok?" he asked hurriedly, clambering back onto his hooves and reaching out for the mare.

"Y-yeah, I accidentally walked into the door. Found it though!" Broken assumed Derpy was smiling, but couldn't see for himself in the murky darkness. He spent a few seconds feeling around the rim of the door, noticing rust that had collected on the hinges.

"Ok, I think one good kick should knock this door down. Get ready to run if there's anything on the other side, though."

"O-okay," Derpy gulped, moving further behind Broken.

"Okay, three... two... one!" Broken leapt up onto his front hooves, pivoted around and released the coiled-up momentum in his back legs, landing a solid kick against the rusty iron door. It creaked but didn't fall, although he heard small chunks of plaster landing on the floor. "One more time..." he muttered, spinning around and delivering another kick. The attempt was finally successful and the door slammed down onto the floor. Both ponies winced as a bright, electric bulb flooded the room with stark light, bombarding them through the door.

"This must be a way into the tunnels under Ponyville! Come on!" Derpy said enthusiastically, shaking herself off again to get rid of the water still clinging to her. "We can find somewhere down here to hole up for a while, and see what we can find tomorrow, right?"

'She is both the cutest and craziest mare I have ever met!' Broken affirmed in his mind, before nodding happily. "Yeah, it'll be nice to find somewhere warm. Maybe we can find a generator room, or something else that gives off a bit of heat."

"Good idea, Broken! I'll try and remember if there are any hidden rooms, or any out of the way! Apparently you can find all sorts if you crawl through the air vents, assuming we find any down here," Derpy whispered slyly, sneaking into the tunnel. It wasn't as decrepit as the cistern they had just left, but the evidence of damp on the walls was clear to see and smell. Every so often a bulb would flicker and die, before coming back to life a few seconds later. The duo made good progress, until they reached a small junction in the tunnel.

"Huh... which way should we- Agh!" Derpy exclaimed, as Broken raised a hoof over her mouth. They both lowered slowly to the floor, before Broken pointed out the flicker of a torch in the distance. The lightbulbs had died in this corridor, so the torch was easy to follow as it moved down the corridor, flashing into every room.

"Be quiet, Derpy. We can't let them find us, or they'll shut the tunnels and hunt us down! Just watch where the guard goes, and if he leaves any rooms unchecked. We might be lucky and find a maintenance cupboard, or something." The guard progressed down the tunnel, checking every room but three or four. Before reaching the junction he coughed, yawned loudly, and started moving back up the tunnel.

"Them Apples are slave drivers, makin' all the hard-workin' folk like us guard their town while we don't get nothin' in return..." the guard grumbled, before trotting away again.

Silently, Broken helped Derpy to her hooves and began to lead her back up the tunnel, quietly stalking the guard. Eventually they reached the first door he had ignored, and Broken looked up at the sign. "Live generators, danger of death, eh?" he whispered, running a hoof over the door. This one seemed fairly stable, and certainly didn't look like it would give in to a kick. "Damn."

"Huh? Whazzat? Whoever you are, you ain't gettin' away from me!" the stallion shouted, turning his torch to face back down towards them. Broken instinctively slammed Derpy against the wall, hiding behind a support pillar embedded in the wall. The torch swept up and down the tunnel once more before the hoofsteps began to get closer.

"Ya've got nowhere to run, so you might as well make this easy!" The guard did one final check of the tunnel and began to pick up his pace, moving ever closer towards the pair.

"Broken, now would be a great time for you to shift us into that room..." Derpy murmured fearfully while pushing herself even further against the wall. Broken grunted, desperately trying to trigger the gift.

'Come on, come on...'

"I've had enough of you little bastards running around my tunnels! You'll get the firin' squad this time, I swears!" The guard starts cantering down the tunnel while rattling off more insults and threats. Derpy simply rested her hoof on Broken's side, and the physical contact was all he needed. The warmth began to burn inside him. He took a deep breath, grabbed hold of Derpy, and fell backwards through the thick steel door, as if it were nothing more than a patch of slightly denser air. Broken lay clutching onto Derpy until he was certain the guard had passed, before rolling onto his front and retching.

"Broken!" Derpy whispered fearfully. "Are you alright? P-please be ok..." She immediately rushed to his side, trying to find some way to help. In his mind, Derpy being next to him was help enough, indeed.

"I'm fine Derpy, just a bit... exhausted. Shifting twice in a day will do that to a stallion..." Derpy nodded in agreement, the tones of concern still on her face. "Have a look around while I catch my breath, ok?"

Derpy trotted around the small generator room, making a mental list of the helpful and not-so-helpful items littering some rusting, metal shelves. However, her eye was caught by more than a few forgotten wrenches or a paint bucket. There was a small table in the corner; food and drink rested on it, along with a stack of playing cards. This generator room was obviously the secret haunt of a bored technician. Not secret enough it would seem, illustrated by the blood stains behind the chair. The poor technician must have been surprised, and executed on the spot for incompetence...

"There's p-plenty of stuff around, Broken! Do you want food, or blankets, or pillows?" Derpy winced, feeling that the descriptions she gave them were slightly... off. Food was the remnants of the technician's long-forgotten lunch, blankets were bundled-up dust sheets and there were a few, thin pillows acting as seats around the card table.

"Yeah Derpy, those would be nice... It's going to take me a while to get back to strength, I think." Broken grunted as he rolled onto his side, watching Derpy's progress. She quickly gathered the supplies together, making a small den in the corner for them. It was a modest affair; a pile of dust sheets covered with another, slightly thicker one, lined with pillows and with the food and drink to one side. She watched Broken with concern as he quickly looked over her work.

"I know it's not much, Broken. You deserve a five-star hotel after doing that!"

"Derpy, it's fine. No, it's amazing you could make something as comfortable as that out of the leftover rubbish in here..." Broken smiled with a pained look on his face as Derpy helped him across to the makeshift bed. She passed him over a tin of... something edible, and he rewarded her with a beaming smile. "You're a great mare, Derpy! Come on, let's have something to eat. Don't know when we're going to have to move again, do we?"

The two ponies sat in almost-silence, eating their meagre meals as the generators hummed alongside them. There were a few wire-caged light bulbs to light their dinner and the heat from the generator itself was enough to keep them warm. Still, the meal was anything but comfortable. "What'd you get?" Derpy muttered miserably, still swallowing down whatever was stored in her food can.

Broken grinned, licking some sauce from his muzzle. "Dumplings and sauce, you?"

"Beans. Cold baked beans," Derpy sighed, following Broken's idea and licking the tomato sauce from around her lips. "Hey, it was a meal though, right?"

"Yeah, I guess it was! Thanks for finding the food Derpy, I feel a bit better now." Broken crawled onto the bed, yawning a bit. To his surprise, Derpy crawled up next to him and wrapped herself under one of his forelegs. "Umm..."

"It's called a cuddle, Broken! Ponies do it when they're close, and it's really comfortable! Thought you might like having me close, seeing as I'm just like a big teddy bear and all, and I thought you'd like to cuddle me! I mean, I could cuddle you if you want, but you're a bit bigger than I am, so..."

"No, this is... this is nice, Derpy, thanks." Broken sighed as his head hit the pillow. Derpy was acting a little funny at the moment, almost as if he were one of her own close friends. 'Well, we have been through a lot together, but I thought cuddling was couples. Does... does this mean Derpy's in love with me, or does she think I'm in love with her?' He took a few, steady breaths to calm himself down. 'You're over-reacting Broken, it's just a cuddle. It's not like she wants to have se-'

That was the magic phrase. Broken began to panic as he felt his crotch begin to warm. 'Oh no, not now...' Derpy was lying directly in front of him, pressed up against his chest. Every few seconds meant another rise, and it would only be a few more seconds bef-

"Uhh, Broken, what's that?" she asked curiously, reaching a hoof around to feel what was poking her in the flank. "O-oh," she whispered, quickly withdrawing her hoof. Both ponies blushed at the same time, and Broken's mind was already firing off excuses and apologies.

"Oh Celestia, I'm so, so sorry Derpy. It was just the cuddle, and how close you were, and..."

"H-hey, it's ok! You didn't even exist - properly - until a few days ago, so I guess being this close to a mare is a new experience, right?" Derpy rolled over, looking Broken curiously in the eyes as she tried to avoid glancing at his now-erect penis. "It's not your fault, anyway. I... I just... erm, you've never been 'close' to a mare before, have you Broken?"

"No... I didn't know that would happen, I swear!" Broken tried to push himself away from her, but her hoof caught his.

"I... I could do something about that, if you want. I mean, you saved my life twice today, and... well, you deserve something for it. If that hurts and you've never been intimate with a mare before, I could, erm, do some stuff to help you relax! O-only if you want me to, I mean."

Broken was torn between his choices. One one hoof, he had always seen Derpy as his closest friend and staunchest ally. He didn't want to risk losing her, and the prospect of whatever she was implying seemed to worry him. On the other, his erect member was aching, and he desperately wanted some relief from it. Also, it was unlikely he'd ever have this chance again... "Ok, Derpy. If you... if you think it'd help, you can, erm, try what you wanted to try."

Derpy just smiled at Broken, whispering, "You're going to love this." Her head dipped down towards his stallionhood, her eyes meeting with his suggestively.

'Wait, what does she mean by th-' Broken gasped as he felt her soft lips brush the top of his erect penis. A quick glance from her to check his reaction ensued. "D-derpy, that was..."

"Oh? That was nothing, trust me," she answered silkily, dipping her head back down. Her wings began to stiffen, flaring out by her sides. Broken felt his shaft slide into her mouth, slowly being caressed by gentle strokes from her tongue, which was making the pressure grow even more. He looked down at her, grinning like a fool. She caught his eye and lifted her mouth from his erection, sucking  gently as her lips left it.

"So, do you like that?" His nod of assent was all she needed. She wrapped her lips around it again, cupping his balls with one hoof as she began to work her way up and down, massaging every inch of his throbbing member with her tongue. Broken moaned as she increased the speed, her head bobbing up and down as she focused on her task. Every so often she would slow down, lift her head to check Broken's reaction, and begin the slow routine over again.

After a few minutes of this he began to thrust his hips in time with her. "Ahhh... Derpy, that... it feels amazing!" She looked up with a smile, brushing her mane out of her face. A small string of saliva connected Derpy's mouth to the tip of Broken's penis, and she let out a small giggle.

"Wanna try something else? I guarantee you'll love this! And I will too," she looked down at Broken's throbbing member, "judging from the size of it..." He blushed furiously. "Aw, lighten up Broken! It's not fun if we don't talk dirty to each other, right? Go on, say something to me..." she finished silkily, batting her eyelashes at Broken.

"You... uh... looked so sexy Derpy while you were... sucking my penis?" She nodded slowly, rolling Broken onto his back and clambering on top of him. From that view he could see her perfect, delicate, dripping marehood presented in front of him. Of course, he'd caught a few glances of the pink flesh while Derpy was fighting or running, but he'd never paid any attention until now. "A-are we going to have sex, Derpy?"

"Uh-huh," she whispered breathlessly, raising herself above Broken's erection. She leaned down and kissed him softly, before gently lowering herself onto it. His eyes widened as he felt the warmth of Derpy's slit wrapping around his sensitive tip, slowly sliding further down until he was entirely inside her, and her groin was pressed against his. "H-how does that feel Broken?" He simply groaned in reply, letting the new feelings rush through his system. He could barely register the fact that Derpy was sat atop him, and he was buried inside her. "T-that good, h-huh? Well, this is the f-fun bit!"

She slowly lifted herself up, causing Broken to moan with pleasure again as he felt her warm, wet tunnel massage his own shaft. Eventually she reached the top, and it was only the tip of Broken's cock buried inside her that kept her balanced on top of him. She then repeated the motion,sliding back down. Her juices began to coat his glistening shaft, providing him with a breathtaking view whenever he worked up the strength to lift his head. He subconciously began thrusting into her, meeting her as she slid back down his shaft.

"Oh Broken, t-this is amazing..." she whispered, closing her eyes. After a few more thrusts, she began to whimper and moan, increasing the speed slightly. Broken rested his head back into the pillow, focusing entirely on the new sensations coursing through his mind. Every so often she would duck down, kissing him with a fiery passion.