Roommates [Old Version]

by Papa Bear

First published 16th of December, 2014

Ever since humans began settling down in Equestria, Celestia has been pushing to merge both societies to learn from one another. For college sophomore Walter Barnes, this little "push" has caused more chaos than harmony.

Humans have been settling down in Equestria for hundreds of years now, starting with a few small colonies scattered here and there. Now, there are over a hundred-thousand humans living in Equestria. There were still obvious cultural barriers between humans and ponies, and so Celestia has been slowly pushing both human and ponies to merge closer and learn from one another... However, for Walter Barnes, this little "push" has caused more chaos than harmony. Living with six of the most popular and sexiest mares on campus doesn't make it any easier either.

Prologue: Goodmorning Sunshine

If I knew the right words to explain how I felt about this current situation, I would convey them to you in a heartbeat; however, I've looked in the dictionary, and so far nothing I've found matches the vigor of how I feel. Swift Rain, the academy director, informed me that this was some systematical error in the organization programming, and that there were no other vacant rooms available to deflate my predicament. So for now I'm stuck in this massive dorm with six of the most popular mares on campus, fighting for my sanity on a constant basis, and overall trying to survive.

It was little over a week ago when this whole scenario took place, and so far my life's been hectic as a fat boy in a candy store, or me when I 'find myself' in an all-you-can-eat buffet, now that's hectic. I had just moved to Ponyville from this small settlement Northwest of Apple Loosa, near the Everfree Forest. It was called Ricksford Village, one of the first human settlements in Equestria named after the two colonists that founded it; James Rickson, and Bernard Ford. We had our own technology with a little bit of a magic touch, literally; which meant I didn't have to quit cold turkey with my video game and internet addiction.

After about two years of settling down in Ricksford, I moved Southeast of Apple Loosa, working with a farmer who had the genius idea of raising crops in the crevices of Macintosh Hills, growing massive veggies and fruits in vast numbers. In the interest of time, I made enough money to buy my way into Sunny Rays Academy, where I hoped to get ahead in life and reach a few goals I've been following. I talked things over with the academy's director, and settled my registration with both Princesses, I was ready to make something of my life.

Then it happened.

I was making my way through school halls, trying to avoid contact with other people... Er... Ponies. I eventually found a directory that pointed me towards the dorms I was going to be staying at. When arrived at the dorm sector, I should have known something was off: I was a freshman who paid the minimum entry fee to enter this Academy, and the dorm sector I was assigned to was way too fancy for the likes of me, but hell I wasn't complaining. I continued to voyage until I found the right place; each building was equivalent to a single dorm room from where I come from, so really I was going to be staying in a dormitory mansion with just a few other roommates. Again, way too good to be true in my opinion, yet I wasn't going to complain thus far.

Once I reached my destination, I could immediately feel my heart thrashing violently against my chest, like a caged animal trying to escape its imprisonment. I should have gone with my gut and walked away, but something just drew me closer, I don't know what. I reached forward, planted my cumbersome index finger against the doorbell, and minutes later I was greeted by six of the most popular mares on campus: Twilight Sparkle, Fluttershy, Rainbow Dash, Rarity, Pinkie Pie, and Applejack. By the looks of it neither of us were expecting one another, and thus begins my story.

*Beep, beep, beep, beep, beep, SLAM!!*

I raised my hand from my alarm clock, groaning with frustration. I had got little to no sleep last night, Fluttershy having come into my room multiple times last night, claiming that she heard something outside the dorm. I would walk with her clung tightly to my arm, patrolling around the building for about thirty minutes before coming back inside. After dealing with Flutters, I was soon approached by a sleepwalking Rainbow Dash who would always come and lay in my bed with me. I'd carried her about five times to her room before she eventually stopped. Then, there came the sleepless Twilight who would talk to me about countless subjects while I just sat at the small stool at the bar of the kitchen listening to it all with dark rings under my eyes. Don't even get me started on Pinkie Pie's midnight raids in the kitchen, I swear that mare could eat enough food to last a family four a week and not gain a single ounce of weight. Last but not least, Applejack's and Rarity's snoring that could wake the dead.

Still half asleep, I raised my feet and migrated them to the edge of the bed, using my knees as leverage for my hands as I stood up. I began to stretch out, bellowing what sounded like a pride of lions roaring from the bottom of my throat while earning a satisfying series of cracks and pops throughout my body. I yawned, sliding my hand underneath my boxers, scratching an irritable itch on one of my backup singers as I lumbered my way into the kitchen. I switched up a brew of tea on the stove, setting it at a low temperature so it would slowly brew while I prepared myself for the day.

I began to lightly whisper a song while starting up the shower. I walked back to my room, yanking my toothbrush from a small plastic container I kept it in that rested on my dresser. I lined out some toothpaste onto my brush, cleansing my teeth of plaque that built up overnight as well as freshening my morning breath. After rinsing my mouth out with water, I shrugged off my boxers and tossed them into the hamper. Like usual, I bathed in cold water; my body was like a massive reactor, I generated heat out the wild zoo, and each morning when I woke up I was radiating an uncomfortable amount of warmth.

Having finished my shower, I walked out dressed only in a towel, entering the kitchen where my freshly brewed tea awaited me. I poured myself a glass, mixing in some sugar-cubes and a small ounce of milk; it was complete. I inhaled the scent of my green mint tea, smiling softly as my nostrils tingled with pleasant sensations, thanking me for have inhaled such a wondrous scent. I exhaled softly, taking a long sip of my morning tea with gusto. I let out a pleasant sigh, gazing out the window at the beautiful scene of Celestia's sun rising over the clouds of the golden rich horizon.

"Goodmorning Sunshine!" I heard a sudden loud and boisterous voice boom into my ears.

"FUCK BUCKET!" I cried out, throwing my tea in the air, causing the hot liquid to spill onto my head.

Before I could release a cry of pain from the hot liquid, the cup I was holding crashed down onto my head, smashing to smithereens. I held onto my head, groaning in pain, stumbling around before I could feel two sets of slithering fingers latch onto my towel. I glanced up from my hunched posture, noticing who it was that stood so blatantly prideful of her crude jump-scare, an evil smile perched on her cyan hued lips.

"Aw, sorry about that, here let me clean it up with this towel~" Rainbow Dash spoke with a sinister chuckle.

"Don't. You. Dare..." I spoke in a low growl, narrowing my eyes at the rainbow-maned troublemaker.

"Oh, I dare!" she replied with a tenacious smirk, jerking her grip backward, ripping my towel right off my waist.

"DASH!" I yelped, glaring at her while attempting to cover my groin area.

"Nice package, does it come with free shipping and handling~?" Rainbow Dash teasingly remarked, causing my face to light up with both rage and embarrassment.

"Oh... My..." I heard Fluttershy's voice softly drift into my ears before I could make a comeback at that snide little cyan pegasus.

I glanced over, noticing Fluttershy's timid posture standing ever so meekly behind the door to her room, her cyan eyes locked firmly down south, observing my south pole with a face hued a pure shade of crimson. I quickly grabbed a plate from the dry-rack by the sink, covering what I could of myself as I desperately tried to get my towel back.

"Come on, Dash, this isn't funny!" I growled, trying to yank back my towel while holding what little decency I had in my other hand.

"Nope~" she grinned, flapping her wings, hovering above me as I now leaped, trying to obtain my towel from her.

"Give it back!" I growled with even more fury, glancing between the towel in Rainbow Dash's grip, and the cream colored mare that had now retreated back into her room with a firm slam of her door.

"Make me~!" Rainbow Dash chuckled, sticking her tongue out.

I then noticed that Dash was only wearing her cut-off yoga shorts that reached about five inches from her crotch to her mid-thighs, and an athletic bra that held her decently sized cleavage firmly to prevent excessive motion of her breasts. It only made my situation worse, I could feel tension rising down in the south pole, so I did something extremely desperate. I winded back my fist, then thrusted it forward, landing a light jab that impacted her crotch, which caused her to gasp, blushing a dark shade of crimson as she fell to the ground holding her hands between her legs.

I quickly grasped my towel, wrapping it around my waist hastily, returning my gaze to the cyan troublemaker who was now on the ground holding her crotch with a dark crimson shade flashing across her muzzle. She gritted her teeth, glaring daggers up at me. Before I could react, Rainbow Dash jolted to her feet, darting forward with a powerful thrust of her wings, tackling me across the room.

Me and Dash would occasionally rough house, we were both acceptionally good athletes, Dash more than I in my honest opinion. Sure, I was a big guy, and I also was a member of a small wrestling club near the outskirts of Ponyville. But Dash, she was a professional athlete in my eyes; she could run faster than any human, she could fly faster than any pegasus, she could leap, she could climb, she could pretty much do anything better than anyone. Despite the wide variety of amazing athletes that Dash could compete with, she chooses to compete with me, I think she does it just to annoy the living shit out of me.

I let out a groan as Dash tackled me into the wall, knocking down a few picture frames. I retaliated by grappling her around the waist, performing a half-assed German Suplex, throwing her onto the couch. She let out a yelp, tumbling over the couch, knocking it over with a loud thud. I quickly turned around, facing the cyan mare as she bounded onto her feet with the aid of her wings, locking eyes with me. I got myself into a defensive stance, using one hand to hold onto my towel while using the other to defend my vital areas.

"What in tarnation is going on!?" Applejack exclaimed, bursting through the door.

While my attention was directed at Applejack, Rainbow Dash dive-bombed me, tackling me through the patio's screen door, causing me to lose my balance and fall of the edge. I let out a panicked yell as I plummeted off the edge, I thought I was dead until I felt a painful sting pulsate throughout my entire back, followed by a deafening slap. I was soon enveloped in water, having fallen off the second story into the pool behind the house. I groaned in pain, whimpering slightly as I rose from the water, climbing the steps leading to the wet concrete surrounding the pool.

"Holy crap! Walter, are you ok--" before Rainbow Dash could complete her words, a sudden wide smirk formed across her lips.

"What on Celestia's green Equestria were you thinking, Rainbow Da--" Applejack cut herself off mid sentence, her eyes widening, a bright crimson blush flashing across her muzzle.

"What?" I called up, frowning as I crossed my arms.

"How's the breeze down there, Walt?" Rainbow Dash snickered, perking a brow as her eyes looked me up and down.

I blinked, looking down in confusion. My heart stopped beating in the small moment I realized that I was stark naked, standing in the open air with nothing but what I inherited from my father dangling in the wind. I quickly covered myself, diving back into the water, hiding beneath the surface for a long period of time, or at least until Applejack threw me down another towel.

Author's Notes:

Sorry if the prologue is short, this is mainly a test to see if enough people like this story so far.

Chapter 1: It Tasted Sweet

"I said I was sorry!" Rainbow Dash groaned, floating a few inches from the ground behind me.

"Dash, bug off, I'm busy" I spoke sourly, heaving the bar above my chest, groaning in strain before setting it down, throwing more weights on.

"Uh, Walter?" Big Mac, the stallion working out beside me spoke up, tapping my shoulder.

"What?" I asked, glancing over at him.

"That's over four-fifty you're packing on there, pal. You need a spotter?" he offered, looking at me with slight concern.

"No, I'm fine" I replied stubbornly, as I began to pull the weight bar above my head slowly, letting out a slight growl of strain.

"Are you sure?" Big Mac spoke, dropping his weights, prepared to aid me.

"I'M. FINE!" I groaned out, causing the red stallion to respectfully back away, shaking his head with a sigh.

"If you say so" Big Mac sighed, returning to his set.

"Walter, you're being a stick-in-the-mud, it was just a small accident!" Rainbow Dash pleaded.

"Just a small accident?" I growled, tossing the set back onto the rack, shaking it tremendously, causing everyone around to flinch.

"Falling off the second story buck-ass naked into the pool is just a small accident? Need I remind you that you actually pushed me?" I spoke, causing a bunch of whispers to trail around.

Rainbow Dash rubbed her arm, letting out a sigh, her ears splaying back. I glanced back, thinking for a moment, sighing myself while I dried the sweat off my face with my workout rag. I then walked by Rainbow Dash, giving her shoulder a gentle pat. I knew she felt bad about what she did, I sometimes just let my anger carry me further than I really anticipate it to sometimes. Dash is a good friend, out of all the trouble she starts with me, she also helps me quite a lot.

I remember about a few days after I moved into the dorm, I had little to no stamina, as well as an eating disorder. I ate quite a lot, I'm not going to lie, I'm a big bastard. But, ever since Rainbow Dash started helping me, I've been getting a lot better results: more energy, less cravings, and I sure as hell felt a lot better too. Before I moved to Equestria from Earth, my family was rather poor. We never really had food, let alone a house; one-third of a bread loaf was considered an entire meal. After mother died, and father moved me to Equestria along with my little sister, he got a job and pretty much picked up a lot of what we couldn't carry back on Earth. However, once he started to reel the money in from his construction business, I began to pack on the pounds, scared of starving like I have before.

I still remember the day I told Rainbow Dash about my issue. Of course, she had a strong feeling about it, but how I came to tell her was rather... Well, dramatic.

I thrusted my fist forward, landing it on one of the four stallions' jaws, knocking a few of his teeth loose. I let out a roar of anger, seeing nothing but red as I mopped the alley with the four delinquents that were stupid enough to try and jump a guy nearly three times their size, underestimating me because I was human. The tallest one of the four stallions was roughly five foot eleven, which was way inferior to my six foot six physique. Growling, I reared back my arm, swinging it forward with tremendous force, clothes-lining two of them to the hard concrete ground with a loud thud.

The story behind this is, I was having a bad day, and these jackasses just strolled up to me and started pushing me around. I just hoped that they would talk shit for a few minutes then be on their way, but no, they wanted to start a fight. I tried my best to talk my way out of it, but after a few remarks about my size... I'll admit, I over-reacted.

I started the whole back-alley brawl by grappling the first stallion by the throat, lifting him up a good three feet into the air before throwing him at an angle into a dumpster, he landed against the edge, slamming his spine against the metal frame, falling to the ground in throbbing pain. While he recovered, his three goons jumped me, thus explains how it lead up to this point.

Sure, the upper hand was pointing at me for the time being. However, I didn't notice that the one I threw against the dumpster was now on his feet, and was approaching me from behind with a knife held tightly in his grip. The second I noticed the knife, there was a cyan flash followed by rainbow trail swooshing past me. Rainbow Dash tackled the stallion across the alley, sending him flying into a wall with a loud crash. I dropped the three I was currently pummeling, assuming that they've had enough since they lost consciousness about three seconds after Dash tackled the one with the knife.

"Walter..." Rainbow Dash spoke softly, her rose-hued eyes filled with concern.

"What...?" I glanced down at her, panting heavily.

"You're bleeding..." she spoke, pointing at a large gash along the back of my left shoulder.

"He must have grazed me when you tackled him..." I spoke, glancing at it, then back at her.

"Come with me, I'll get you patched up" she spoke tenderly, grasping my hands, pulling me along.

I glanced back, casting one last scowl at the scum I dominated in the alleyway, spitting in their direction out of pure hatred before returning my eyes forward. It was about fifteen minutes later when we both finally arrived back at the dorm. She removed my flannel long-sleeve that she held tightly to my wound to stop the bleeding, tossing it into the garbage, frowning at the amount of blood that had soaked my white undershirt. Ever so gently, she removed my undershirt, making sure not to bother my wound as she peeled the damp cloth from my flesh. She tossed it aside in the garbage as well, and began to clean my wound with a wet paper towel.

"So... What happened?" Rainbow Dash asked, her voice rather soft.

"They started it, I finished it... Well, you sort of finished it..." I replied, wincing as she began to apply peroxide to my gash.

"How did it all begin?" she pushed on, causing me to groan.

"They started talking shit, I figured I'd let them tire themselves out and move on... But they just kept going on and on, so, I lost my patience, and I threw one of them by the throat against a dumpster, the one with the knife" I replied, biting my lip, clenching my fists as I felt the sting of the peroxide.

"I see... Any deeper, and this cut would've required stitches" Rainbow Dash spoke, as she began to place bandages along the wound, wrapping gauze around my chest at a diagonal alignment so it would hold the bandages in place.

"Thank you..." I sighed, lowering my eyes.

"You're welcome..." she replied, gently resting her small gentle hands on my back.

"Walter... I heard what they said, I heard what started the fight..." Rainbow Dash spoke, as she gently began to lean forward, hugging me closely to her chest.

I blushed darkly at first, feeling her breasts push against me. Though it stung bandaged cut, I didn't really mind, they felt kind of nice. I looked away, hiding my red face from the cyan mare while her arms found themselves fastened around the barrel of my chest. She rested her chin on my right shoulder, pressing her cheek against my own stubble face.

"S-So what?" I replied, looking down.

"You seemed to have kept your cool until they mentioned your weight..." she replied, pulling my face up to meet hers.

"What does it matter?" I replied, my eyes becoming teary.

"Walter..." she sighed, staring into my eyes.

"It doesn't matter what I do, I just can't help it. You're beautiful athletic, healthy, you couldn't possibly understand what it's like... How the food eases your pain, even though it only makes me miserable in the end... I hate myself... I..." I continued to babble until eventually I just began to silently weep, lowering my head once more.

"It's alright, Walter... I'm here" Dash whispered into my ear, now hugging my head into her chest, sitting on the armrest to get a better position.

For what seemed like an hour, I laid there in her embrace, letting my tears soak her shirt. The next day after that, we started doing a few more things together; riding bikes, jogging on the track, swimming laps, and afterwards she would treat me to this nice restaurant a few blocks away from Sugar Cube Corner. It was a vegan restaurant, I wasn't surprised considering all ponies here in Equestria were vegetarian. It took me a while, but I eventually lost my junk-food addiction. I still took protein pills and drank protein shakes to feed my crave for meat, but overall, it was rather nice. That all happened during my first week here at the academy, and now, it seems she reverted back to her old troublemaker self.

Rainbow Dash glanced up from her guilty splay, her ears perking up as she noticed my smile.

"Hey, it's okay, really... I was just giving you a hard time, I'm sorry" I spoke, earning a warm smile from the cyan mare.

"Why don't you two just kiss and make up already?" I heard one of the other freshmen stallions call out, chuckling and snorting.

"Okay, sure" Rainbow Dash spoke, smirking.

"Wait, wha--" before I had much time to react, Rainbow Dash turned my face towards hers, used her wings to hover at my height, and pressed her lips firmly against mine.

Silence filled the room, every pony and every human in there dropped what they were doing and gazed in awe. One of the most popular mares on campus, and one of the most professional athletes in Equestria (as she so elegantly put it), kissing a freshman like me smack dab in front of the public eye. I could immediately feel my face burn a bright crimson red, this wasn't my first kiss, but god damn it was a good one! Her lips were tender and soft, her breath smelled like a cool refreshing mint breeze, even her saliva tasted sweet.

Her tongue explored my mouth, wrestling my own for dominance for quite a long period of time before she decided to pull away, and leave me standing there frozen in shock. She grinned, her eyes filled with tenacious mirth, giggling at my stupified visage. Whispers were audibly traded among those who witnessed it all as the cyan pegasus began to walk away, teasingly shaking her rump my direction, glancing back at me with a suggestive wink before leaving the gym. I could feel drool seep down my chin, causing me to snap out of my daze. I quickly wiped my mouth, hiding my face in embarrassment while I heard multiple footsteps approach me from all around.

"Dude! Rainbow Dash, the Cyan Bolt, the Rainbow Wonder, she just kissed you!" one stallion exclaimed, grasping my shoulder, speaking to me as if I looked like I was disoriented... Which I was, to a certain degree.

"Yeah..." I mumbled, my eyes wide open as I continued to try and processed what had just happened.

"How was it, how did it feel!?" one of the human guys asked, shoving his head into the small crowd that had gathered around me.

"W... What?" I asked, looking up, still a bit dazed.

"How was it!?" they all repeated for me.

"It... It tasted sweet" I replied, feeling my lips.

Chapter 2: Publicity Stunts (Part 1)

"Please?" Rainbow Dash begged, holding onto my ankle as I walked, dragging her along.

"No" I replied with a groan.

"Pretty pretty please?" she asked again with a whine, hugging my leg tighter as I tried to walk my way to my room.

"Dash, why don't you leave the poor fella alone?" Applejack asked, watching the scene along with Pinkie Pie and Rarity.

"I agree with Applejack, Rainbow Dash. I mean, you kissed him in front of the entire gym, pretty much embarrassing him" Rarity added on, drinking from a glass of tea while she put a bookmark in the hardback novelty she was reading.

"But this is serious! My club has never had the attention it does now if it weren't for the fact that the entire campus thought we were dating!" Rainbow Dash explained,as she then glanced up the pant-leg of my basketball shorts.

"Plus, the view ain't too bad from here~" Rainbow Dash teased, causing me to blush as I then reach down and pick her up by the scruff of her shirt, staring at her with a furrowed brow.

"Dash, I have an important meeting tonight, I don't have time to go on a strut around the campus and sit next to you at the club festival just to keep this publicity stunt going on far too long than it really needs to" I groaned, setting her down, crossing her arms.

"What meeting?" Rainbow Dash asked, causing a cold sweat to form on my forehead.

"Um... Nothing, forget I said anything" I replied, turning around, only to have Rainbow Dash tackle me.

"Tell me! You can't keep it from me forever!" Rainbow Dash pressed her breasts against my back, causing me to squeak a tiny bit before I then bucked my lower back, causing her to fall forward and roll off of me.

"Fine! I've got a business offer, and I need it to pay for my classes! I've got nothing else! No family, no parents to support me, I... I've just got myself" I replied, causing the atmosphere to suddenly shift to that of a more... Uncomfortable awkward vibe.

"What business offer is it?" Rarity asked, trying to break the ice.

"Something I'm not proud of, so... Just, please... I need to do this" I sighed, helping Rainbow Dash to her feet before venturing off into my room.

I couldn't tell them, there was no way I could tell them... Little did I know, shortly after I entered this academy... I had to pay to fund for my classes, to keep them up and running as well as to pay for the supplies we use. It's supposed to push unemployed students to get a job, and I get that, but who's going to hire a six foot six, four hundred pound ape like me? Nobody... Er, nopony, that's who.

So, in order to pay for my classes, I had to hone the skill I was born with... Brute strength. Just yesterday, I started fighting in this club called "Bedrock Bay", near the docks just outside of Ponyville. It pays me about fifty bits per minute, I usually make around five hundred bits per fight. You'd think I'd be rich by now, but no... Anti depressants cost a lot more in Ponyville than they do back in Ricksford...

Tonight, I was signing a contract that meant I worked for a single person... Er, pony: Prince Blueblood. I was a nervous wreck, I mean, this guy is royalty! I know he comes here to Sunny Rays Academy, studying mainly in politics and 'money-handling'. I swear that rich motherfucker doubled his wealth by betting in Bedrock Bay. He's especially been making money by making his victims owe debt, which basically will never dry out, I bet he learned that from mobster movies imported from Earth.

I needed this money, and Blueblood was the second richest person within a thousand mile radius, so this was a big deal to me.

My meeting wasn't until tonight, so I had enough time to train for the upcoming fight. The winner gets the contract, so I knew for sure that it was going to be challenging. I walked into my room, where Fluttershy was folding and putting away my laundry when she curiously picked up a... Black... Box... OH FUCK BUCKET!

"FLUTTERSHY NO!" I exclaimed, rushing forward, reaching for the box.

"Eep!" Fluttershy yelped, throwing the box as she jumped from my sudden outburst.

I quickly dived, trying to catch the box before it could fall and reveal its contents. I quickly grasped a t-shirt from the laundry basket that Fluttershy had set on my bed, quickly covering the box as it fell, blushing darkly as I looked up at the startled cream colored pegasus.

"Sorry Flutters" I spoke with a sheepish smile, Fluttershy simply blushed, processing what may possibly be inside the box.

"N-No, it's perfectly fine, I shouldn't of messed with it" she replied softly, stuttering here and there.

"R-Right..." I sighed, as I tucked the box somewhere in my closet.

"What's in the box~?" Rainbow Dash whispered into my ear, causing me to jump a bit.

"Nothing you need to know about, or anyone else for that matter!" I retorted, closing the closet door and blocking it protectively.

"Oh~?" she replied with a smirk, glancing back at Fluttershy.

"Flutters, close the door please~" Rainbow Dash spoke, the shy mare looked confused.

"Flutters, do--" Rainbow Dash cut me off, placing a hand over my mouth.

"Fluttershy, do it please~" Rainbow Dash spoke with an evil smirk.

Fluttershy simply squeaked, and closed the door slowly.

"Hey, what's going on in there?" Applejack called out.

"Nothing~ Just playing~" Rainbow Dash called back, as she then got town to her knees.

"So, you're going to block me from getting into the closet, eh?" she asked, her eyes glistened lewdly at me.

"Don't. You. Fucking. Dare" I spoke, my face losing color.

"Oh, I dare, it's my middle name after all~" she replied, as she then began to softly trail her lips up along my crotch.

"W-What the fuck!?" I yelped, blushing darkly.

"Hmm~ I bet whatever's in that box isn't as good as the real thing~" Rainbow Dash whisped, lolling her tongue along my crotch while she rubbed my thighs softly.

"F-Fuck, Dash, please stop this!" I spoke with a whimper, my legs squirming a bit as I bit my lip.

"Will you show me what's in the box~?" she asked, smirking.

I remained silent, pondering to myself. Would I rather risk getting violated in a prank gone too far, or get humiliated by Rainbow Dash exposing the contents of that box to the other roommates, and possibly the entire school. Nobody, nopony, must know!

"I take that silence as a no~" Rainbow Dash softly moaned, exhaling her warm breath onto my crotch as she began to grope my backup singers.

"EECK!!" I yelped, digging my nails into the wall.

"Fluttershy, come over here" Rainbow Dash instructed.

The meek cream colored pegasus complied, walking over with a dark blush on her face.

"Now, pull up your skirt, and show your plump ass to our friend here~" Dash instructed, causing me to blush extremely dark.

"D-Dash! that's taking it too far!" I spoke in a high pitched whimper, biting my lower lip.

"You're right, I've got a better idea~" the rainbow-maned pegasus smirked even more evilly as she then forced me to the ground, positioning Fluttershy on my lap as Dash forced her ass onto my face, resting her knees on each side of my head.

"MMMGGGGHHH!!" I groaned loudly, my face burning at this point.

"You like~? I know you have a thing for asses, so how's mine~?"

Just at that moment, Fluttershy let out a loud audible yelp, causing Rainbow Dash to glance down and notice that Fluttershy was now sitting on the large bulge in my crotch, a surprised look on her face, as well as a flustered one.

"What in tarnation is going on in he--" Applejack choked up once she saw the scenario, and simply began to back out at a slow pace, slowly closing the door as she tilted her Stetson's hat over her eyes, blushing darkly.

A silence fell over the room, it lasted for a good few minutes until I finally tapped on Rainbow Dash's thigh, causing her to stand up and look down at me. I inhaled deeply, my face dark red. I glanced aside, looking violated, lowering my eyes a bit.

"Fine... You can have my fucking box..." I spoke quietly.

"That wasn't so hard, was it?" Rainbow Dash asked, glancing down at Fluttershy who still seemed a bit out of it, staring down at the bulge resting between her ass cheeks.

"Right, Fluttershy?" Rainbow Dash asked, causing the cream pegasus to blink a bit before looking up.

"What?" Fluttershy blushed, looking down at me then up at Rainbow Dash before standing up quickly, hiding her face behind her mane.

"That wasn't hard, was it Fluttershy?" Rainbow Dash repeated with a smirk.

"It was hard alright" Fluttershy replied, causing me to blush darkly as I then slowly crawled under my bed, humiliated.

"Aw, come on, whatever's in your box can't be that bad!" Rainbow Dash spoke, opening the closet and picking up the box.

[Fifteen Minutes Later...]

"I can't thank you enough hubby, for coming with me to my club's stand at the festival~" Rainbow Dash chirped, hugging my arm as I simply stared down at her with dark rings under my eyes--not from sleep deprivation, but from being drained by this psychotic sex-crazed rainbow-maned pegasus.

"You know I'd do anything for you... Eck... Honey..." I grumbled, speaking in a monotone voice.

"Aw honey, you don't sound to good, does mommy have to make you feel better~?" she whispered into my ear, slowly trailing her hand down my happy trail.

"NOPE! I'M FINE! LET'S GO TO YOUR CLUB STAND SHALL WE!?" I yelped, grabbing her hand, darting through the crowd, nearly knocking a few ponies over before arriving at our destination.

"Damn it, and I planned on doing so much more too!" Rainbow Dash pouted quietly.

"What was that?" I asked, blinking.

"Nothing~!" she replied, giggling before walking around the table, picking up a paint brush.

"Do you mind helping me with something?" Rainbow Dash asked, smirking over at me, stars in her eyes.

"Aw shit... Uh... I mean... Sure honey!" I replied, speaking through my teeth.

I walked over, looking down at cyan mare with a fake smile, only making her smirk grow wider. She then turned to me, perking her butt out, curving her spine in the perfect 'U' shape to emphasize her ass to me. I blushed darkly, biting my lip a bit, looking away.

"Pick me up by the waist and lift me high enough to write something on the banner" Rainbow Dash instructed, smirking back at me with a lewd gaze.

"Why don't you use your wings?" I asked, looking down at her with a furrowed brow.

"Just do it!" she barked, bumping her ass into my crotch.

"Gck!" I groaned, gritting my teeth before I then grasped her tightly by the waist, heaving her high above my head at a fast rate, making her yelp a bit.

"High enough for ya!?" I asked in an agitated tone.

"Perfect~" Rainbow Dash spoke, as she then wrapped her legs under my biceps and pulling her self down to where her ass is resting right on my face.

She planned this all along... That fucking devil!

"Mphgck!" I grumbled out, stumbling a bit.

"Ahn~ Don't do such things to my butt~ You'll make me go crazy~" Rainbow Dash moaned out.

YOU'RE DRIVING ME CRAZY!

Rainbow Dash continued to purposefully grind her ass against my face, making me stumble and lose balance here and there, only increasing her 'benefits'. I couldn't hear talking or whispering going on, so I assumed everyone was still inside the school for the whole introduction of the festival that took place inside the gym. We were the only ones out here, for what I could tell... Dios salve mi alma...

"Ahn~ I won't be able to write if you keep on breathing on my ass~" Rainbow Dash cooed, grinding her taint on my nose.

"GGGGGNNNNRRR" my scream was muffled, but it was still audible.

"Almost~ There~" Rainbow Dash moaned, pushing her ass further and further against my face.

"GGAAAAAAAAAAAAAAAAAAAAAH" I screamed, only sending muffled vibrations into her ass.

"AHN~!" Rainbow Dash suddenly cried out, shivering a bit, her legs contracting, tightening around my underarms as I felt a moisture form from her crotch.

Was that... No... Oh... Fuck...

That certainly isn't sweat...

Author's Notes:

Just in case you guys are wondering, this is what Walter's physique looks like:

Type "Shaw" if you know who that guy is :3

PS: He doesn't share the same facial appearance, just the body.

Chapter 3: Publicity Stunts (Part 2)

"Walter! Come on, I promise you it was just sweat!" Rainbow Dash banged on the door to the men's restroom.

I opened the door, staring down at her with a face bright red and eyes wide as dinner plates. I simply took a deep breath in, furrowed my brow, then said the following:

"YOU VIOLATED MY FACE!" I barked, causing her ears to splay back from the loudness of my voice before returning to their normal perkiness.

"You're overreacting!" Rainbow Dash groaned, crossing her arms as I slammed the door in her face.

"Come on Walt! I just... I just got carried away in the prank is all!" Rainbow Dash pouted, a light blush on her face.

"Carried away?" I opened the door, pulling her in and slamming the door behind her.

"You call rubbing your taint on my face and cumming getting 'carried away'!?" I barked, locking eyes with her.

"Yeah?" she replied, standing her ground, placing her hands on her hips.

"Were you raised by wolves!?" I snapped, looking at her incredulously.

"What if I was!?" Rainbow Dash snapped back, getting closer to my face.

"You push me, you tackle me, you fucking violated me TWICE! What more are you going to do to me!?" I snarled, pushing my forehead against hers.

"This~" she replied, pressing her lips against mine once more, wrapping her arms around my neck, pulling me even closer.

"Mnnph!?" I blinked, my eyes widening.

She continued to wrap her tongue with mine, fondling the contents of my crotch with her nimble hand while she slowly began to raise my shirt, exposing a few of the many scars that covered my body. She slowly trailed her lips down my chest before she began to kiss the scars on my abdomen softly, looking up at me with mirthful lewd eyes. I blushed, looking down at her a bit dazed. Her eyes suddenly focused on one particular scar... One that wasn't there the last time she saw me shirtless.

"Walter... Where did you get this?" she asked, looking up at me with concern in her eyes.

I remained silent, looking down at her with a bit of shame.

"Don't tell me... This involves that business offer you spoke of this morning?" she asked, standing up now, letting my shirt fall back over the scar.

Silence.

"Answer me, Walter!" Rainbow Dash spoke, grasping onto my chest, looking up at me with her big rose-red eyes, her ears splayed back.

More silence, I simply backed away from her, lowering my eyes a bit as I let out a sigh.

"Walter, don't walk away from me!" Rainbow Dash spoke, hugging my waist tightly.

"Sometimes Dash... It is best to stay out of other people's business... Please respect my privacy..." I spoke calmly, placing my hands on her shoulders.

Before another word could be peeped out, Big Mac opened the restroom door, looking down at his phone as the restroom door closed by itself behind him. He stopped walking, looking up from his phone, his eyes widening slightly. The three of us stood there in utter silence, the red stallion's eyes trailing over the scene of Rainbow Dash holding me close to her in the privacy of the boy's bathroom, which obviously lead to a misunderstanding in Big Mac's eyes. Before I could even go to explain, he simply turned around and began to walk away.

"Nope" Big Mac simply sighed, exiting the restroom, leaving me and Rainbow Dash in complete silence.

"Now... Where were we?" Rainbow Dash asked, looking up at me with a blush.

"Nowhere, I'm leaving, I need to run into town and buy a stronger soap to wash your cum off my face" I grumbled, walking around Dash and towards the restroom door.

"I have your black box, remember?" Dash spoke, a sudden smirk appearing on her lips.

"You evil little she-devil..." I grumbled, glaring back at her.

"That's sexy little she-devil to you~" she retorted, approaching me, wrapping her arm around mine.

"Where do we have to go now...?" I spoke with a groan, looking rather drained of energy.

"Back to the stand, we have a few more preparations to do~" she replied as she nuzzled into my arm.

"If you use my face as a sex toy again I'm going to bite your clitoris off" I growled.

"Oh you~" she laughed softly, before grabbing a hold of my backup singers rather tightly, an evil look glimmering in her eyes.

"If you don't comply, I'm going to eat your testicles for breakfast~" she whispered into my ear with a sinister chuckle.

Fuck my life with a rusty knife... I inwardly groaned, sighing deeply as I allowed this psychotic cyan pegasus to drag me around like a six foot six rag doll.

The next few hours went pretty okay, despite the paranoia of Rainbow Dash violating me in some other sort of way, but in reality she was rather... Happy. She didn't tease me that much, or as extremely as she usually does, while we finished building the stand; the occasional bump of her hip against my leg and a wink here and there was all she did for the remainder of the festival. The thing that struck odd to me, was that she would always snuggle my arm, leaning against me whenever we had visitors and potential new club members. Yeah, they would ask if me and Rainbow Dash were going out, but that rainbow-maned devil would just giggle and say:

"It's a secret~"

At least that leaves the possible option that we weren't, but I highly doubt that people would assume we weren't dating, especially if Dash was leaning and hugging all over me. I let out a sigh, it was nearing the end of the day and I haven't got a lick of training in yet. Looks like I'll just have to limber up before the match so I would at least be prepared to get the shit kicked out of me. Rainbow Dash noticed my distraught exhale, and glanced up at me with concern.

"What is it, Walt?" Dash asked, her ears twitching a bit.

"Nothing, I was... Supposed to do some preparations for tonight" I sighed, crossing my arms.

"Preparations?" she tilted her head, confused.

"Do you promise to keep a secret?" I asked, looking down at her.

"Walt, I may enjoy pranking you, teasing you, and messing with you, but if you're serious about this then I promise I won't speak a word of it" Rainbow Dash replied, gently taking my hand.

"Well... You know that I'm in need of cash... So, tonight, I need to fight for a contract that would reward me with millions, possibly billions of bits. Of course, a large chunk of that money earned would be divided and given to the contractor, but what's left would still be a lot more than I usually make at Bedrock--" I cut myself off, Rainbow Dash's eyes widened.

"Bedrock Bay!?" she exclaimed, causing me to lower my head in shame.

"What's going on? What's Bedrock Bay?" Twilight asked, approaching the stand along with Rarity.

"Nothing, it's not important" I replied, attempting to turn away, only to be stopped by Rainbow Dash's grip on my hand.

"No, it is important, Walter is fighting for bits at a club called Bedrock Bay, it's a horrible place where very bad ponies gather around to bet against two fighters beating the living shit out of each other for money!" Rainbow Dash explained to them, causing the lavender and alabaster mare to gasp.

"Walter, is this true?" Twilight asked, concern in her voice as she and Rarity walked around the stand, approaching me.

"What if it is? What does it matter?" I asked, crossing my arms.

"It matters a lot! You're endangering yourself, why didn't you tell us that you were having trouble with money, the funds for the classes aren't even that expensive, why do you need so much money in the first place?" Rainbow Dash replied, placing her hands on her hips.

"BECAUSE ANTI-DEPRESSANTS COST MORE HERE, THAN THEY DO IN RICKSFORD!" I blurted out, causing all three of their ears to splay back, their pupils shrank to the size of pinpricks, I even attracted a couple of stares from a few bystanders.

"Walter..." Rainbow Dash softly spoke, reaching out for me.

"Don't, Rainbow Dash... I... I need... I need to go, it's about time for my match..." I sighed, lowering my head, turning around, and walking away.

(To Be Continued...)

Author's Notes:

Sorry this chapter is a bit shorter than the others, hope you guys enjoy nonetheless! :D

And by the way, here's my closest drawing depiction of Walter:

Chapter 4: What Are Friends For? (Mature)

Author's Notes:

Warning, this chapter contains graphic material and a sex scene, reader discretion is advised.

This is it... This is my moment... I could hear the music playing loudly over the speakers above. I inhaled deeply, fastening the fist-wraps around my hand, letting out a deep sigh. Sweat beaded down my face, coating my skin with a thin layer of glistening light that only emphasized my muscular detail. I wore only denim shorts that reached a few inches above my knees, with knee-pads and elbow-pads secured tightly to my limbs. I cracked my knuckles, then my neck; there was no turning back now...

"Mares and Gentlecolts! I am proud to introduce our first competitor!" the announcer howled into the mic, his voice booming over the music while the crowed cheered.

"Born in Lafayette Indiana, the United States of America, Earth; raised along the southern parts of Equestria until moving here to Ponyville; standing at six foot six inches, weighing in at three-hundred and ninety-eight pounds: Walter Barnes!" the announcer declared, as I began to make my way to the ring.

The crowd was cheering, but not for me, but for the bloodshed they wanted me to show them. I'm not proud of using my strength this way, I don't like it one bit. Sure, I enjoy wrestling, harmless rough housing where we help one another to our feet when things get a bit rough... But this was mindless carnage... At least nobody died... But there have been casualties before... I have no choice but to make sure I'm not one of them.

I trekked down the platform stage, making my way towards the ring as the music blared, the crowd screamed, and the cold eyes of my future employer staring at me with his judgmental gaze. Blueblood sat leisurely in a booth above the crowd, looking down at me along with the few large bodyguards he had with him. I casted a glance his direction, before returning it forward, only shaking the stare that spoiled moneybag was giving me, the best way I could describe it was hunger... For what, I'm not sure yet.

I adjusted my fingerless biker gloves, limbering my joints as I approached the ring. After I climbed in over the top rope, entering my side of the ring, I heard what sounded like somebody calling my name. I glanced around a bit, confused, before shaking my head and dismissing it as nothing.

"WALTER!" I heard a familiar voice call out from behind me, which drew my attention rather quickly.

"Dash!?" I called out, glancing behind me, noticing that not only did Rainbow Dash show up, but the entire gang.

"What are you guys doing here!?" I yelled, trying to talk to them over the loud noise.

"We came to talk you out of this!" Twilight called back, the others nodded in agreement.

"I can't turn back now! I can't afford it!" I replied, shaking my head.

"We can help you, Walter! We're your friends, you don't have to rely on yourself all the time!" AJ exclaimed, earning another round of nods from the rest of the crew.

"I can't walk out of this... You don't understand... I have to do this, even if I wanted to back out there's no way I can!" I explained, not seeming to really notice the announcer introducing my opponent as he approached the ring.

"What do you mean by that? What's so important about this match!?" Rainbow Dash cried out, frowning.

"If I win this match, I'll get a deal with Blueblood, I'll get enough money to pay for my school and for..." I trailed off, sighing a bit. "For my medicine" I continued on, causing all six of their ears to splay back.

"Medicine?" AJ asked, Pinkie Pie nodding in agreed confusion.

"I'll explain it later" Twilight responded, returning her focus onto me.

"Blueballs!? Really!? You're doing this to work under Blueballs!!?" Rainbow Dash snarled, anger flashing over her face.

"YOU DON'T UNDERSTAND!" I roared, causing Rainbow Dash to just shake her head before noticing Blueblood's booth above the crowd, a determined look sparkling in her eyes.

"I'll be right back" Rainbow Dash said to the others, before making her way through the crowd towards Blueblood's booth.

"DASH! WAIT! DON'T YOU DA--" before I could finish, the bell went off, and all the sudden I felt a blow land on the side of my head, making me stagger a bit before regaining my orientation.

I glanced over at my opponent, the bastard who was cowardly enough to strike me while I was distracted. I immediately felt my lungs fall to the pits of my stomach, making it hard to breathe for a moment. My opponent was a minotaur, standing roughly around seven or so feet tall, built like a fucking bulldozer! I was big, but this monstrosity was bigger... The chances of winning this thing is slim, but, I haven't been bench-pressing four-hundred pounds a day for nothing! The only time I didn't get a workout in was later this evening when Rainbow Dash was dragging me around, violating my face and what not.

The minotaur attempted to land another blow, but I blocked it with my forearm, before wrapping it around his assaulting limb and bending it into an arm-bar. The minotaur let out a pained groan as I landed a few good jabs to his mid-back region where the kidneys resided. The minotaur wheeled back his free arm and elbowed me directly in my face, causing me to release him. My nose was broken, blood seeped down my face. I could hear the girls in the crowd scream and gasp in horror as I battled against this mammoth abomination.

The minotaur growled, shaking its head before charging towards me, ramming straight into my chest, sending me flying across the ring into one of the corners. I cried out in pain, my back stung from the impact. The minotaur roared, winding up its hind legs before charging forward, aiming its head straight at me, attempting to plow into me while I was incapacitated.

I recovered quickly, getting out from the corner, lifting up my leg and impacting the bottom of my boot against my opponent's skull, the momentum of his charge only increased the power behind my kick. The blow I delivered sent the beast to the ground, groaning in pain while I got behind it. I leaped onto his back, locking my massive arms around its neck, putting it into a choke hold. Theoretically, I could snap the neck of a manticore based on my statistics, so making this big son of a bitch pass or tap out was an automatic victory for me.

"LET GO OF ME!" I suddenly heard Rainbow Dash shout near Blueblood's booth.

I glanced up, watching as Rainbow Dash was dragged out of the building by Blueblood's guards through a small walkway at the top of the bleachers leading from the booth to the emergency exit where staff members would usually go out and have a smoke break. My eyes widened, I could read the expressions of those guards, and I could just tell already that Dash was in trouble.

The minotaur suddenly bucked me off his back, sending me flying into the ropes. I quickly regained my footing, returning my attention to the bull for a brief moment. The minotaur charged, roaring with rage, planning on overpowering me in a single go.

"I DON'T HAVE TIME FOR YOU!" I roared, clothes lining him, making him somersault in the air a few times before flying outside of the ring, crashing onto the cement floor, blacking out instantly.

I growled, climbing out of the ring, the referee got a confused expression, watching me as I rushed over the blockades keeping the crowd from getting too close to the stage, plowing through whoever was in my way, sprinting through the door they carried Rainbow Dash out of. I kicked the door down, sending it flying off its hinges. I walked outside, walking down the fire exit.

"GAH!" I heard Dash cry out, as one of the guard's fists landed in her gut.

My eyes widened, time seemed to stop, especially when the guards noticed me standing above them on the fire escape. Rainbow Dash was bruised and scraped all over, two of the five guards holding her down while they did what the want with her. Some of her clothing was torn, her bra and panties were exposed... Which only lead me to believe they did something... Unforgivable...

In that instant, I had no more control over my body. I leaped from the fire escape, descending down upon Dash's assailants. My feet impacted with the skull of the one that punched Dash in the gut. I could feel a crunch as my boots slammed into that bastard's skull, sending him to the ground like a ton of bricks.

In a flash, I lifted up the two that were pinning Dash to the wall, crushing their windpipes instantly as my hands crushed their throats. I then slammed both of their heads into the wall, smashing their faces into the brick side of the building with a loud audible crunch. Their blood splattered against my face, and stained my hands, but I could give a fuck less at this moment. I suddenly felt something impact the back of my head, causing my head to jerk forward a bit before I slowly shifted my poisonous glare towards the remaining two.

"G-Get the fuck away from me you freak!" one of them shouted, holding a steel baton tightly in his grip.

I only walked closer towards them, my shadow slowly consuming their forms. The guard winded his arm back and attempted to strike me again with the baton, only to be met with my massive hand catching his wrist. I twisted his wrist like a flimsy twig, snapping it with ease. While that guard screamed in pain, holding onto his wrist, I yanked the baton from his grip, slamming it mercilessly against his skull, sending him to the ground.

"One left..." I growled, glaring over at the last remaining guard who only shivered, staring up at me with pure fear.

"P-Please... D-Don't hurt me..." he whimpered, holding up his arms to defend his face.

"Bend.. Over..." I snarled lowly, causing a look of confusion to come across his face.

"W-What?"

"I SAID BEND OVER!" I roared, kneeing him in the gut, causing him to fall to all fours.

I positioned myself behind him, ripping off his trousers and boxers, winding my arm back before thrusting the baton as far up his ass as possible. The guard screamed with extreme pain, crying for his mother. I only growled in annoyance, before raising my foot, and curb stomping his head into the wet pavement, silencing his screams.

"W-Walter..." Rainbow Dash softly whimpered, drawing my attention.

"Dash..." I spoke, my eyes lowering in shame.

"I... I'm sorry you had to see--" before I could finish, she ran straight into me, hugging me as tightly as she could, crying softly into my chest.

I didn't say another word, I merely just held her closely, resting my chin on her head, closing my eyes as I comforted her in my embrace. I stroked her ruffled rainbow mane gently as her whimpering softened to a steady course of breathing. After taking a moment to compose herself, Dash let go of me, clearing her throat.

Before much could be said, I suddenly heard clapping coming from behind me. Blueblood stood there, dressed in a white formal suit, smirking as his cold blue eyes locked with my own brown hues. As he came closer, the rest of the gang rushed passed him quickly, standing by me and Dash's side. Rarity took off her coat, and placed it on Rainbow Dash's shoulders so she wasn't as exposed. I walked toward Blueblood as he approached me, the both of us stopped inches from each other, staring intensely before Blueblood broke the silence with a clearing of his throat.

"Walter Barnes, you're an interesting specimen indeed... You defeated both your opponent, and my personal guards rather easily..." he began, his snob voice only eroding my patience.

"Your guards attacked my friend... They hurt her..." I snarled, breathing out my nose, a low growl forming in my throat each time I took a breath.

"Yes, they did, because I told them to" he replied, a smug smirk on his lips.

"Why you!" AJ growled, stepping forward, stopping once I raise my hand up.

"I needed to test your abilities... And since you proved worthy, I may grant you my contra--" before that snob could finish, I drove my fist hard into his crotch, causing the air to leave his lungs while his brain tried to process what just happened.

He fell to the ground, holding his crotch in utter pain as I stood above him, spitting on him before walking towards my friends. As he managed to lift his eyes up, glaring daggers at me, I returned a similar stare back at him, wrapping my arms around the girls, three of them under each arm.

"Go fuck yourself, Blueballs. You can take that contract, your self-indulgent shitface attitude, and ram it up your ass" I spoke with a wide smirk, before walking out of the alley, stepping on Blueblood's head before we made our way back to campus.

Hours later, after everyone was in bed, I entered the shower, letting a sigh escape my lips. So much for that contract, and the extra money to help me pay for both my classes and my medication, but it was all totally worth it. I don't know how they others feel about seeing the darker side of me, the side of me that I'm ashamed of, especially Rainbow Dash...

While I was stripping, preparing to get in the shower, I noticed the door open and close rather quickly. I glanced over, seeing Rainbow Dash standing there... Wearing nothing but a skimpy two-piece lingerie. I blushed darkly, looking down at her. She was patched up from the incident with the guards, but that didn't stop her beauty from illuminating off her voluptuous body. Dash slowly approached me, tenderly placing her hands on my chest while she leaned up and pressed her lips gently against mine.

For some reason, I just allowed her to do as she pleased, though I was still surprised and wide-eyed, my body somehow just allowed her to do as she pleased, wrapping her tongue with mine. She softly grasped each of my wrists, placing my hands on her plump and round ass, my hands sunk into them like putty.

"I wanted to say thank you... For protecting me" Rainbow Dash whispered into my ear after pulling away from the kiss, moaning softly while she rubbed her breasts against me.

"D-Dash, don't you think this is a little too much?" I asked, my face was redder than her eyes at this point.

She simply smirked, setting her iPod down on the towel rack, playing a song on it while she placed her finger on my lips, slowly trailing her fingers down and removing my boxers before guiding me into the shower, turning on the warm water while she kissed along my collarbone, clinging onto my shoulders. She then turned around, grinding her ass against my hardening member, moaning softly while casting me a lewd smile.

"Just shut up and enjoy it~" she spoke with a smirk, sensually moving her ass, pleasuring my stiff member more and more, making it throb anxiously, hungrily even.

For some reason I decided not to fight it, I don't know if it was just my riled up hormones, or if I actually wanted this sincerely. A whole lot of questions were racing through my mind, but when Dash suddenly pressed her rump hard and firmly against my stiffness, it dragged me out of my thoughts.

Dash slowly knelt down, grasping a hold of my member firmly, staring up at me lewdly while she began to slap my penis teasingly against her tongue, exhaling her hot breath onto it. I moaned, my muscles tensing up. Dash gently rubbed my thighs, chuckling with a smile.

"Relax, I want you to enjoy this~" she spoke, before slowly wrapping her lips around the head of my penis, suckling on the head before sliding the rest of the shaft down her throat, reaching down and fingering herself while she slowly began to bob her head, occasionally pulling it out of her mouth and teasing it with her tongue.

I trembled, moaning in short bursts, panting like I had just ran a marathon. After a while of suckling and twirling her tongue on the head of my cock, she suddenly deepthroated, causing me to gasp loudly as her throat squeezed on my throbbing shaft. My legs shook, I could feel myself reaching my climax.

"I-I'm about to cum!" I choked out, causing Dash to pull away suddenly, smirking while I gave her a confused look.

Dash quickly turned around, pulling her panties aside, exposing her tight pink asshole to me, rubbing it anxiously.

"Put it in here and cum~" she chirruped, shaking her rump teasingly while her wings fluttered.

"A-Are you sure?" I asked, my heart thudding loudly against my chest.

"Yes, just do it~!" she demanded, grabbing a hold of my cock, slowly guiding it directly into her tight virgin ass.

We both moaned out, her more than me as her tight back door was penetrated by my length. She tightly clasped my arms while she slowly pushed her ass further onto my throbbing member, whimpering here and there, her wings fully extended. Halfway in, she suddenly decided to thrust her hips back, pushing all of my length deep into her anal depths, causing both of us to gasp. Dash groaned a bit, whimpering before she began to move, bouncing steadily on my length, rousing my urge to climax.

"I-I'm cumming!" I moaned out, holding onto her hips while she thrusted herself harder and harder on my cock.

"Me too~! " Dash gasped, her body trembling as she reached her climax, as did I, my hot semen flowing deep into her anal depths.

Rainbow Dash moaned with a satisfied grin, holding my cock in her ass by tightly clenching her butt cheeks, milking my length of every drop of cum that it had, bucking her hips while doing so. I let out a smooth exhale once she finally released my length from its imprisonment inside her now gaping pink asshole that had hot cum seeping from it

"Mmn~ My ass feels so warm~" she cooed, before leaning her back against my chest, breathing heavily along with me.

After cleaning each other up, I managed to waddle my way back into my room, where Rainbow Dash followed me, both of us dressed only in towels. I let out a sigh, sitting on my bed, Rainbow Dash sat next to me, leaning against my shoulder. I glanced over at her, she smiled up at me, eyes filled with mirth.

"So, I guess we just had... Sex" I spoke, awkwardly scratching my chin.

"Yes, yes we did..." Dash replied, smiling.

"Does this affect our friendship?" I asked, earning a confused gaze from the cyan mare.

"Of course not, what I did in there was solely a gift for you saving me... We're still friends, what we did back there has no strings attached... However, next time we have sex, you're going to take responsibility and be my boyfriend~" Rainbow Dash replied, smirking with a soft giggle.

"So, I guess things go back to normal then?" I asked, looking down at her.

"Yep, just harmless flirting and horseplay from now on" she replied.

I sighed, relieved a bit. I wasn't ready to have a relationship, especially with a friend. Rainbow Dash suddenly placed the black box from before on my lap, smiling warmly at me before standing up. I looked down at the box, then up at her, blinking.

"You can have the box back, and don't worry, I won't tell anypony about the contents. Your secret is safe with me" she spoke with a smile, winking at me before walking out of my room, waving at me once more before going to her own room.

I blinked, slowly returning my gaze down at the box. I let out a sigh of relief, thankful for having this black box back. I stood up, walking over and closing my door, making sure nobody was peeking in through my window, shutting the blinds before I sat back down on my bed, opening the box slowly. From the box, I lifted a black pair of laced panties from the hallow prism, examining them.

"Chrysalis, you gotta stop sending me these..." I sighed, folding it up and tucking it back in the box before shoving it under my bed.

Chapter 5: Just Another Day

Walter, we're with the Lafayette Police Department... We have some bad news... It's about your brother...

I landed blow after blow onto the flaccid punching bag, my bare-knuckled fists impacting against the compressed leather exterrior that absorbed my blows, causing the entire bag to tremble violently at each thrust of my fists.

What is it, what's wrong, what the hell did he do this time!?

The chain suspending the bag midair groaned loudly under the strain of my blows striking the bag, layers of dust gathering while I continued my controlled pace of powerful jabs, sweat glazing my flesh.

Walter, your brother... Something happened to him...

Rage began to seep into my veins, my eyes saw nothing but red, my controlled and paced jabs grew more frantic and barbaric, the power behind each blow rose substantially.

Based on our evidence, he performed DNA tests pertaining to the validation if he was in fact the father of your niece... The results were negative... Thus is the reason we believe he...

"GRAAH!!" I roared, savagely thrusting my balled fists into the bag, I could feel the leather eroding against my knuckles.

WHY DIDN'T I STAY HOME!? I COULD'VE SAVED HIM!

I ignored the pain surging throughout my arms as I continued to mercilessly abuse this leather bag, leaving massive dents in the worn exterior material.

IT'S ALL YOUR FAULT, WALTER!

WALTER ARE YOU LISTENING TO ME!?

WALTER!?

WALTER!!

"Walter...?"

"GET OUT OF MY HEAD!!" I screamed loudly, slamming my fist in the center of the bag, snapping the chains that suspended it instantly, launching the bag roughly thirteen feet before colliding with the floor, sliding until it hit the other side of the empty room.

I panted heavily, falling to my knees, holding onto my head firmly before desperately reaching into the pockets of my exercise shorts, grasping the familiar orange container, pulling it out and popping it open hastily. I glanced up, seeing dark figures slowly beginning to surround me. I could hear, and even feel my heartbeat throbbing throughout my body while I reached for my water bottle, tossing a few pills into my mouth, washing them down with water, panting heavily as I watched the figures slowly dissipate into thin air.

"Walter, are you alright!?" I suddenly heard AJ's familiar voice call out, glancing over to see the concerned mare hastily pacing herself over to me, kneeling down and placing a hand on my back.

"I'm fine..." I replied, lowering my head.

"You're a horrible liar" AJ retorted, frowning a bit as she brushed hair from my face.

"Whatever..." I grumbled in response, keeping my eyes lowered to the floor.

"You forgot to take your pills, didn't you?" AJ sighed, wrapping her arm around my shoulders, pulling me into a side hug, her brows perked upwards in concern.

I remained silent, the absence of response only implicated to her that I had in fact forgotten to take my medication, which was the truth I, I just didn't want to admit it.

"Why do you do this to yourself?" AJ grumbled, helping me to my feet.

"You wouldn't understand" I sighed, pinching the bridge of my nose.

"Understand what, that you're torturing yourself?" she retorted, placing her hands on her hips, raising a brow.

"Look, just stay out of my business" I mumbled, turning to walk away, before I suddenly felt myself being pinned against a nearby wall.

AJ had pushed my back against a close-by wall, keeping one hand on my chest, and the other pinning my shoulder to the wall. I stared down at her, my eyes six inches above her own. I'll admit, she was way stronger than she looks. I'm almost a four-hundred pound guy, and for her to just manhandle me like that took a lot of strength.

"I am your friend, and your roommate Walter Theodore Barnes, and it is my business when somepony close to me gets off-set!" AJ exclaimed, poking my chin with her index finger before crossing her arms in harrumph.

"Look, it's something I'd rather keep to myself. Maybe some other time" I replied, rubbing my head with a tired expression.

"I won't force you, but eventually, you will tell me... Now come on, Pinkie Pie cooked us all breakfast, she said none of us could eat until you got back" AJ informed me, tugging on my arm, guiding me towards the exit.

"Fine, sheesh..." I rolled my eyes, sighing.

"She cooked something especially for you, a three-pound steak imported directly from Eart--" before AJ could even finish her sentence, I had suddenly lifted her up and thrown her over my shoulder, a determined look forming in my eyes as I dashed across campus, leaving a trail of dust and smoke behind me while AJ yelped in surprise.

"MEAT!!" I exclaimed, my voice carrying throughout the atmosphere while our dorm slowly faded into sight.

After the speed-run across the campus, I set AJ down who stumbled with a dazed cross-eyed look on her face. After orientating her senses, she casted a frown at me, pouting a bit before crossing her arms.

"You love meat more than a pretty mare, don't you?" AJ asked, crossing her arms.

"It's been years since I've had authentic, plump, juicy, mouth-watering beef... A man can only thrive so long on veggie-products and protein supplements. You wouldn't understand, being an herbivore and all" I replied, drooling a bit as the simple thought of the lucious meat dancing through my mind.

"Who says I'm an herbivore?" AJ remarked, causing a curious expression to befall my visage.

"Uh.. You're equine, are you not?" I asked, tilting my head.

"Yes, I am" she replied, nodding with a smirk.

"What kind of meat do you like?" I asked, raising a brow.

"It's a secret" she chuckled, curving her lips into a grin.

"Do you like it well-done, medium-rare, or rare?" I asked, crossing my arms.

"I like'm raw" she replied, causing my thoughts to become befuddled.

"Raw?" I looked at her quizzically, "Explain"

"Nope~" she cooed, chuckling as she walked passed me.

"Is it... Tuna? Sushi? Some sort of fish?" I asked, following behind her, only making her chuckles and giggles intensify over time.

"How about you buy me a drink sometime down at Moonshine Pub, and I'll let you in on my secret" she replied, a mischevious smirk on her face.

"Are you two gonna go on a date?" Dash suddenly appeared between us, wrapping an arm around both me and AJ, pulling us both in close to her.

"I, uh, what?" I blinked, confused, surprised, befuddled; it was not a good combination of emotions.

"Dash, get your head out of the gutter!" AJ laughed, giving Dash a friendly nuggie, prompting a small rough-housing session as the two of them walked beside me.

"I'm not good dating material anyway" I spoke with a sigh, chuckling a bit, earning both of their attention.

"Pardon?" AJ tilted her head, confused.

"You're grad A dating material, Walt; I'm sure as hell you can date any mare you like in Ponyville!" Dash exclaimed, pulling my head under her arm, my face mushed against her breast as she spoke.

"How?" I asked in honest confusion, the two mares simply blinked.

"Sugar-cube, until you came into Ponyville, my brother Big Mac was the only biggest stallion around, as well as the tallest. The average height of stallions here in Equestria ranges in around five foot seven to five foot nine. In case you haven't noticed, you're over six feet tall!" AJ attempted to explain to me.

"I'm also four-hundred pounds" I retorted, causing her to tilt her head a moment.

"So, what does a bit more weight matter?" AJ asked, tilting her head.

"Yeah, that just means there's more momentum in your thrusts when you fu--" I cut Dash off by nibbling the side of her tit, causing her to yelp and release me from the headlock she had me in.

"Oi" I mumbled, Dash casted a frown my direction.

"Oi, yourself, you big oaf!" she replied, mocking my slight English accent.

"Now you're mocking me?" I furrowed my brow a bit, staring down at the cyan mare.

"Are you even British?" she retorted, causing me to let out a sigh.

"I dated someone once who lived in London, England" I replied, causing both Dash and AJ to perk a brow.

"I thought you said you weren't good dating material?" Dash inquired, nudging my arm.

"So, what was she like, what was her name?" AJ asked.

"He was rather stubborn, witty, and overall lovable. His name was Leon" I replied, causing silence to deafen the atmosphere, the two of them stopping in their tracks as I approached the front door to our dorm.

"Wait, you... You were a colthugger?" Rainbow Dash asked.

"No, dumbass, I'm pansexual..." I replied, rolling my eyes.

"Pansexual?" AJ asked, confused.

"It means if he loves'm, he'll fuck'm" Dash explained, causing AJ to blush.

"Oi, it means I am open minded to any possible alternatives that may interest me in a given scenario... We met online, communicated a bit, and after a few months of dating some of his accent rubbed off on me" I explained.

"Giggity" Dash snarked, giggling a bit.

"Fuck bucket" I mumbled, opening the door the the dorm, walking in and kicking my shoes off.

"Welcome... Home?" Twilight spoke, glancing at the three of us as we made our entry into the dorm.

"What's wrong?" she asked.

"Nothing, just Dash being a coont" I replied, rolling an Irish accent off the top of my tongue.

"Don't tell me you dated a lad from Ireland too?" Dash snarked, giggling even more.

"No! I moved here to Equestria with my Irish Grandfather, he said one of the founders of Ricksford was an old relative of ours" I explained, sighing a bit.

"Wait, what's this about Walter dating a boy?" Rarity asked, hear head peeking out from behind a corner.

"Well, Walt here used to date a boy from London, England!" Dash explained, chuckling.

"Oh? What was he like?" Rarity asked, tilting her head.

"Well... To best explain it, he is kinda like you, Rarity" I replied, causing her brow to raise.

"Oh?" she asked, interest sparkling in her eyes.

"He was an amazing artist, designing dresses, drawing them on his beautifully sketched characters, he even planned on purchasing and building his very own dolls..." I replied, nostalgia seeping from my voice as I spoke.

"He sounds rather lovely" Rarity spoke with a smile.

"Yeah, he is" I replied, smiling as well, a sudden sad expression falling upon my face.

"What's wrong?" Rarity asked, looking concerned, along with the others who were present.

"It's nothing... Really" I replied, smiling weakly, sniffing up a sudden excess amount of nostril fluid building up in my nose.

"Did something happen to him?" Rarity asked, seeming concerned.

"I'm not sure... We just, drifted apart... He stopped talking with me, and when I last spoke to him... He just told me to find another love interest and move on... I could hear pain in his voice... To this day I'm still concerned about him..." I replied, sincere in my tone of words.

"Oh, dear..." Rarity spoke, approaching me, giving me a brief hug, squeezing me before glancing up with a smile.

"I'm sure he'll be alright, dear. You must have faith in him, and I know your faith is strong... Love never leaves your heart, once it's there, it never leaves... Even if you have moved on" Rarity spoke, causing a warm feeling to rise in my chest.

"Thank you, Rarity... Really" I replied, she nodded at me with a smile before walking off.

After that little incident, I began to make my way to the kitchen, where my eyes locked with Pinkie Pie, who was dressed only in an apron, her voluptuous pink ass perking in the nude, her breasts pressing tightly against the skimpy apron she wore. She wore a bright smile, seemingly oblivious to her indecency, waving at me while holding a spatula.

"Hiya Walter! I'm cooking that steak-thingy that you like!" she exclaimed happily, giggling as she opened the steak package, plopping the ripe juicy red meat onto the hot skillet, causing the raw meat to sizzle loudly as soon as it impacted the white-hot metal.

I don't know what I want more... The steak... Or Pinky's ass...

Chapter 6: Meat (Part 1)

Author's Notes:

CONTAINS MATURE CONTENT!

"How do you like that steak, Walter?" Pinky chirped, her breasts pushed to the back of my head, leaning on me as she continued to watch me eat.

"It's... Good" I replied, my face a bright crimson red while I lifted another piece of meat into my mouth.

EXPLOSION!

The meat's tender and soft thickness exploded with flavor and juices the second my teeth sunk into them. Its juice filled my mouth like a drink of water, stimulating my tongue with overwhelming delight. I'm not gonna lie... After years of crappy vegetarian burgers and protein supplements... To taste such a god-send... It brought tears to my eyes.

"Aww, Walter, you're crying!" Pinky spoke with concern, hugging my head closely between her breasts.

My head nearly disappeared between her tits, I could feel them firmly hugging my head more than her arms did. I continued to chew, tears in my eyes, Pinky's tits pushed against my head as she obliviously embraced me closer into her breasts, this was... This was heaven.

"Looks like you're enjoying yourself~" just like that, my bliss was ruined by that smug and snarky voice...

"Dash... Did you have something to do with this!?" I snapped, glaring over at her as she entered the kitchen.

"So what if I am, are you not enjoying yourself?" she retorted, perking a brow.

"I'm still debating that, but that's not the point!" I replied, blushing darkly.

"What's wrong?" Pinky asked, tilting her head in confusion.

"Pinkie Pie, why don't you come with me for a moment, we need to talk" Twilight spoke, sighing as she entered the kitchen.

"Okie Dokie!" Pinky chirped, bouncing happily along with Twilight, I couldn't help but stare at Pinky's ass as she walked... Bouncing up and down... It was hypnotic.

"Like what you see?" Dash remarked, causing me to straighten my gaze up to her.

"Shut it" I grumbled, returning my attention to the steak.

Dash smirked, walking to my side and leaning close to my ear.

"So... I take it the others don't know about today?" she whispered, gliding her lips against my earlobe.

"Eek!" I jerked my head away, blushing dark red, glaring over at her.

I glanced over to the living room. Rarity was distracted with reading her book, drinking some tea while she was at it. Twilight and Pinkie Pie were upstairs, and it looks like AJ had just left with Fluttershy, most likely to head to the store or something. I then returned my attention to Dash, standing up, dragging her further into the kitchen.

"Don't you dare tell them what day it is today" I spoke venomously, sharpening my gaze at her.

"Oh, why not?" she replied, forming a smug grin.

"Because I don't like parties" I replied, there was more to it than that, and Dash could obviously sense that.

"You don't like parties hm?" she smirked, leaning closer, pressing her breasts against me.

"I-I don't!" I replied, glaring at her, gritting my teeth.

"Alright... We'll see about that~" she replied, grinning widely before leaning up and licking my lips, causing me to recoil a bit.

"You're so funny when I tease you~" Dash snickered, grinning as she walked away.

"Fuck you" I growled.

"Okay" she replied, grinning.

"That's not what I meant!" I growled, looking at her with a deadpan expression.

"Sure, whatever you say babe" she replied, swaying her hips at me before walking to her room upstairs.

I just grumbled in annoyance, I could feel my face turning redder by the second, there was even a pulsating vein bulging in my forehead. I let out a sigh, pinching the bridge of my nose. I wasn't going to let her win this time... She may have won this battle, but she will not win the war. Defeated, I sat down at the table once more, resuming with the consumption of my steak.

"At least I have you, steak... For a while, that is..." I sighed, eating it with my eyes closed, enjoying the orgasmic meaty juices that exploded with flavor within my mouth. Once more, I shed a tear.

Moments later, after my steak was consumed, I laid down with a satisfied grin on my face. I just stared at the ceiling, my eyes half-lidded and glazed over. That was the best damn steak in my entire life. Period. I was snapped out of my haze however, once I felt somebody mount my waist. I blinked, looking down to see RD sitting just above my crotch with a smirk. My eyes widened, the fact that me and her were now the only current ones in the living room only installed more fear.

"Hey there birthday boy~" she smirked, leaning forward.

"Get. Off." I spoke with a deadpan look on my face.

"How old are you turning this year, you handsome young man~?" she asked, completely ignoring my demand.

"Knock it off, Dash, this isn't funny" I spoke, trying to lean my head back as far as possible to put distance between the two of us.

"Oh come on, you can't tell me you don't enjoy it~" she replied, slowly kissing along my collarbone.

"It's not that I don't enjoy it..." I sighed, looking away from her.

"Then quit complaining and enjoy~" she replied, making me face her, pressing her lips to mine.

I groaned a bit, my face turning red as our lips locked together. She was doing more of the kissing than I was, grinding her hips against me, I could already feel her moist nethers soaking against my shirt. I blushed, suppressing my moans to the best of my abilities while her hand reached down and began to massage my groin.

"That's about enough of that" I heard AJ suddenly speak up.

Suddenly, Dash was lifted up off of me. The cyan pegasus yelped in surprise as she was suddenly tied like a small calf at a rodeo, leaving her disabled in an awkward position. AJ glanced down at me, extending her hand with a smirk.

"AJ! No fair!" Dash pouted, struggling against her bindings.

"Oh hush up" AJ scolded, casting a furrowed brow to Dash.

"Thanks, AJ. You really saved my ass" I sighed in relief, blushing darkly.

"No problem, sugar-cube" AJ smiled, giving me a hearty pat on the shoulder.

"Untie me right now!" Dash growled, struggling against her bindings, a dark blush growing on her face.

"No can do, RD" AJ replied, curling her lips into a smirk.

"How about we go get a drink down at Moonshine Pub?" I asked AJ, smiling a bit.

"Sure thing, just let me get changed and I'll do so.

I hadn't noticed this before, but AJ was dressed in a... Rather sexy get up. She wore Daisy-Duke jean shorts that pronounced her ass, hips, and thighs in all the right ways with two red g-string straps resting on the edge of her hips. She wore a tie-off white tank top with a red bandanna tied around her neck. Lastly, she had work-gloves and steel-toed boots. AJ was like a buff version of Dash's physique. She had more muscle tone, yet her muscles were well toned to fit her feminine physique so it didn't look too bulky. Considering the fact she's a farm-girl, I'm not overly surprised that her body is well-fit.

"U-Uh yeah, I'm gonna get a shower in and throw some new clothes on. I'm still wearing the same work-out rags from this morning" I replied, dragging my eyes away from her bodies, focusing them on her emerald green hues.

"Sure thing, sugar-cube" she replied, winking at me as she left to her room upstairs.

"Walt, please, untie me!" Dash spoke, giving me the best puppy-dog look she could give me.

The infamous puppy-dog look; large watery eyes, and a quivering bottom lip, this would usually work on stallions here in Equestria, as well as many of the male human populace, however... I have built up an immunity over the years. I simply smirked at her antics, and gave her ass a nice firm slap, making her yowl in surprise and pain. She glared over at me, gritting her teeth.

"You'll pay for that, Walter!" she hissed, her rose-red hues sparkling with wrath.

"Sure thing, babe" I replied with a smirk, chuckling as I made my way upstairs.

As I made my way to the bathroom, I noticed Fluttershy exiting it with a hamper of laundry. She looked up at me, blushing faintly, casting me a timid yet gentle smile. I returned the gesture, smiling friendly at her as I approached.

"H-Hey there, Walter. You heading in the shower?" Fluttershy asked, looking up at me from her five foot four inch stature.

"Er, yeah, you need anything?" I asked, tilting my head.

"Um, I uh, would... Well, I can take your clothes you have on now if you'd like, I mean... After you entered the shower and all?" she spoke, blushing darkly.

"Uh sure, how about you just take my shirt and I'll toss my boxers and shorts into the washer after I'm out of the shower?" I spoke, noticing her dark blush.

"S-Sure, thank you" she replied, smiling sheepishly.

I then removed my large shirt drenched in the scent of my sweat and body-odor. It was quite musky, smelling like one would expect to smell after working out extensively. She took it, nodding at me as she placed it in the hamper, walking down the hall. I returned my gaze forward, entering the bathroom. Little did I know, I would never see that shirt again...

~~~~~~~~~~~~~~~~~~

After putting the laundry in the washer, Fluttershy quickly rushed upstairs with something tucked into her blouse. She darted quickly into her room, closing the door with a light slam, locking it before letting out a breath she didn't even realize she was holding in. Slowly, she removed what she had in her blouse, only to reveal Walter's large shirt.

"Ever since... I felt his... Fat cock... I... I..." Fluttershy whimpered, her legs quivering as juices flowed down her legs. She bit her lower lip, hastily throwing off her clothing, tossing it all aside as she then slid on Walter's sweaty workout shirt.

"Please forgive me, Walter... I... I just can't help it~!" Fluttershy quietly whined, laying down on the bed with her face in the pillows and her ass in the air.

Her wings were stiff, stretching out by each of her sides, quivering just like her legs as her pussy juices streamed down them. She wiggled her ass anxiously, allowing her imagination to take over.

Walter entered the room, a smirk spread across his lips. Fluttershy whimpered, shaking her ass anxiously at the heated cream mare.

"W-Walter, I feel so hot~" she moaned, looking back at him with her glazed cyan eyes.

"I can help you with that~" Walter replied, crawling onto the bed, resting his thick length against her plump ass.

"A-Ahn, Walter~" she moaned out, panting heavily, slowly moving her hips, grinding on Walter's thick cock.

"Good girl~" Walter cooed, stroking her wings, causing her to mewl blissfully.

"Please, W-Walter..." Fluttershy panted, looking back at him before suddenly grabbing the back of his head with a firm grip, grinning widely, her eyes narrowing.

"Fuck the shit out of me...

To Be Continued...

Chapter 7: Meat (Part 2)

I felt an odd shiver run down my spine. For some reason, my senses were telling me to keep a more keen eye out for a certain cream colored pegasus, however, I just shrugged that feeling off. Fluttershy isn't the kind of mare I should be wary of, at least I hope she isn't. I dropped that thought quickly, returning my glance over to AJ as she downed another shot.

"You're really muscling those things down" I chuckled, AJ just casted me a prideful smirk.

"Whiskey ain't got shit on Sweet Apple Moonshine-Cider. It's like I'm drinking milk from a bottle" AJ remarked, not even phased by the hard liquor that would usually knock a guy my size flat on his ass.

"I see that" I spoke with a smile, lifting up my glass of non-alcoholic sweet cider, exhaling in satisfaction as I set the mason jar back onto the bar.

"Why aren't you drinking?" AJ asked, causing me to glance over at her.

"I've had too many bad experiences with alcohol" I replied, scratching my hairy chin.

"Oh, you were a drinker?" AJ inquired, leaning in a bit curiously.

"No, I never drank that often. I usually drink some wine mixed with cranberry-grape juice to help me sleep" I replied, causing her to tilt her head.

"Have you ever gotten drunk?" she asked, leaning in more.

"Once, it's hard for me to get drunk, my immune system is off the charts" I replied, taking another drink of cider.

"It is?" she blinked, tilting her head.

"Yeah, I was sick all the time as a kid. I guess I just rode through it all at a young age so I didn't have to go through any of it at a later on" I replied, shrugging a bit.

"Oh, okay... So, tell me about the time you got drunk" AJ smirked, noticing the blush on my face.

"Well, I was around ten years old--" I was cut off by AJ choking on her drink.

"Ten!?" she gasped, staring at me.

"Yeah, it was when I worked on the farm down near Macintosh Hills" I replied, causing her to squint at me.

"I got into some cider I didn't know had alcohol in it... And, well... I..." scratching my head, I tried to fight back the blush on my face, licking my suddenly dry lips.

"You what?" she asked, smirking a bit.

"Well... I got into a... Intimate altercation with... Somepony" I replied, causing the mare to smirk and lean in closer.

"Who?" she asked, staring at me intently.

"The farmer's son" I replied, sighing, causing her to freeze a bit.

"What?" she blinked, a few other ponies in the pub glanced my direction.

"Honestly, I thought he was a mare" I sighed, scratching my head. "And he thought I was his age" I added on.

"Oh" she breathed softly, her expression unreadable.

"Well... Lets just say, he couldn't walk straight for a while... And I lost my job a few years later after the farmer found out" I replied, I could feel the eyes of a few mares... And stallions... Peer at me from behind, I could only guess what their intent was.

"That's interesting" AJ replied, blushing as she downed another shot of whiskey.

"Eeyup" I replied, looking down at my drink awkwardly.

"How about we go pay a visit to my farm? I mean, it's still the weekend, how about we go party there?" AJ suggested, placing her hand on my shoulder.

"Oh, okay, that sounds good. Will you be inviting anyone?" I asked, tilting my head.

"Sure I will" she replied, smirking softly.

"Well, alright" I exhaled, downing the rest of my cider. "Lead the way"

"Sure thing, sugar-cube" AJ nodded, standing up.

I stood up with her, walking towards the door after tossing a few bits to pay for my drink. As I walked, I noticed stares from a few mares and stallions lingering at me like a piece of meat. I couldn't help but blush from embarrassment, which only caused the hunger in their eyes to intensify. Quickly, I exited the pub with AJ, my face going pale as I noticed something... Odd. There was an odd formation of clouds just up above, it was a large mass of white as compared to the other puffy and small clouds. I stared at it suspiciously, before realization suddenly hitting me... Along with a cyan-rainbow blur.

~~~~~~~~~~~~~~~~~~~~~~~~

Rarity hummed softly, reading her book with a calm air surrounding her. She adjusted her librarian glasses once in a while, focusing her gaze on certain parts in her reading that interested her every so often. Her ears twitched as she heard an odd noise originating from Fluttershy's room, it sounding like Fluttershy's muffled voice and some other ruckus. With confusion and slight concern in her heart, Rarity stood from the recliner in the library Twilight had built in, walking upstairs to see what was going on.

Rarity approached Fluttershy's bedroom door, tilting her head in confusion, pressing her ear to the door. She could hear it again, only this time there was an odd buzzing sound. She bit her lip a bit, her confusion only rising. When she went to go knock, she heard a sudden scream emit from Fluttershy. Rarity's eyes widened, and quickly she ripped the door open, darting into the room.

"Fluttershy, are you--" Rarity's face turned a bright red, freezing her her tracks.

Fluttershy lay in a rather lewd position, her face mushed into the drool-soaked pillows, resting on her cheek, a 'fucked-silly' expression on her face. Her tongue hung out, her face was completely hued a dark crimson shade, her eyes rolled up into her skull. Her ass was stuck up in the air, and stuffed in both her ass and her pussy were multiple dildos, all of them simultaneously vibrating and moving inside of Fluttershy. There was two in her ass, three in her pussy. Her legs and the sheets below were completely soaked in her juices, the entire room smelled of a musky sex-stuffy stench that could melt titanium.

Rarity gawked in shock and surprise, her face nearly as red as Fluttershy's. It appeared that Fluttershy was... Out of it, unconscious in a way, Rarity let out a sigh as she covered her face for a moment. After taking a quick glance around the room, she noticed something odd. First, Fluttershy was wearing Walter's workout shirt from this morning, and second... There was a bunch of old dirty clothing belonging to Walter stuffed into a hamper in Fluttershy's closet.

Rarity glanced back at Fluttershy, remaining quiet as she slowly tip-toed over to the open closet, picking up one of Walter's 'borrowed' t-shirts that had a strong scent of Walter's sweat. A blush came across her face, and rather quickly... She stuffed Walter's sweaty tank-top into her shirt between her breasts, and quickly vacated the room, a small trail of liquid visibly trailing down her legs as she stealthily crept into her room.

~~~~~~~~~~~~~~~~~~

"RAINBOW DASH! THIS IS NOT FUNNY!" I yelled out, holding onto her tightly, my face was mushed into her breasts, but I didn't care.

"RAINBOW DASH! THIS IS GOING TOO FAR!" AJ called up from the ground, staring up at RD as she hovered high in the air with me clung to her.

"You know how hard it was to get myself untied!?" Dash called down to AJ, smirking with an amused expression on her face, as well as a blush.

"PUT ME DOWN!" I yelped, tightening my grip after feeling myself slip a bit.

"Apologize" Dash replied, crossing her arms, pushing my face further into her breasts.

"I'm sorry!" I tried to cry out, but my voice was muffled by her breasts.

"You're what?" Dash grinned smugly.

"I'm sorry!" I exclaimed, pulling my face away from her breasts.

"For what, tell me what you're sorry for!" she replied, grinning widely.

"For doing this" I replied, sliding down out of her grip, pulling down her yoga shorts, exposing her panties to the gathering crowd.

Dash yelped in surprise, her face turning bright crimson as she struggled to get her shorts pulled back up. Her face lost color though as she noticed me plummeting to the ground at a fast speed. She reached out for me, trying to catch me before I fell, however her shorts that were currently between her knees caused an imbalanced, causing her to crash in a nearby fountain. Her ass was sticking up in the air, the water of the fountain only made her ass more pronounced.

I let out a yelp as I suddenly felt myself being caught by someone... Er, somepony. Applejack let out a grunt, catching me with a strained expression before quickly setting me down. I let out a sigh of relief, wiping the sweat from my brow as I sat up. I gave a thankful nod to AJ before getting back to my feet, brushing the dirt from my clothing.

"Walter...~" I heard an eerie voice speak just above a whisper.

I gulped, turning around slowly, seeing Dash standing there, dripping wet, her shorts pulled back up. She had a very... Scary look in her eyes. She grinned widely, a look of... Lust, rage, and some other ominous emotion spread across her face. I took a few steps back as Dash's wings shot out on each side of her. AJ quickly grasped my hand, looking at me with wide eyes.

"RUN!" AJ exclaimed, taking off with me in tow, while RD chased us in fast pursuit, a sinister gleam of lustful mirth in her eyes.

Author's Notes:

DUN DUN DUN!!

Chapter 8: [Witty title that will grab your attention]

"Walter! Hurry up! You're slowing us down!" AJ called back, running with me dangling in her grip far behind.

"I'm fat! I'm not designed to run this fast for this long!" I retorted, she just her to roll her eyes and returned her gaze forward.

"Just shut up an run!" AJ groaned, mumbling a bit while dragging me along.

It has been a few hours since the chase began, at first it was just some horse-play, no pun intended, but it wound up escalating into this. The only thing that startled me the most that AJ was freaking out over RD's behavior.

The first thirty minutes of darting around town was rather hectic. I had gotten separated a few times from AJ, stumbling through the streets while trying to avoid Dash's dive-bombs. It was quite easy for her, considering I stood a good few heads over the average pony height, and considering that most of the population of Ponyville were female... I might as well be Godzilla.

I crashed into this rather peculiar mare, the mail-mare to be precise. I slammed straight into her while she was distracted, causing her to cling to me, too scared to let go. Her breasts were pressed into my face, causing me to lose one of my main senses until I was able to come to a complete stop and set her down with caution.

After that awkward situation was over, I met up with AJ in town square, Dash soon caught up as well, and thus lead to both me and AJ fleeing off into the small thicket of woods leading towards Sweet Apple Acres. The trees provided ample cover, which allowed us a small break from running while the cyan pegasus above combed the area.

"Jesus, she's persistent..." I grumbled, tying my hair back into a ponytail so it wouldn't get in the way the next time we had to make a run for it.

"It's odd... Spring swings shouldn't be this aggressive" AJ thought aloud, drawing my gaze over to her.

"Spring swing?" I inquired, perking a brow.

"Well... The season before a mare goes into heat, they tend to get premature flashes of heat... Which you know... Causes them to be a little bit forward with pleasuring themselves" AJ replied, scratching her chin a bit.

"Dash is always in heat" I remarked with a deadpan.

"I know she may seem that way, but she'd never chase us... Well, you, like this" she retorted, causing me to sigh.

"Well, won't she just find another unfortunate stallion to pleasure her?" I asked, raising a brow.

"Well... That's because when a mare's in heat, they're only drawn to the stallion that they love or have strong feelings for... In this case, you're that special stallion" AJ responded.

"Lucky fuckin' me" I grumbled, rubbing my temples.

"Well, at least I remember to take pills to prevent any premature heat cycles" AJ added on, smiling sheepishly.

"Oh, so if you weren't taking those pills you would be forcing your hands down my pants right now?" I asked, crossing my arms.

"No, I just have better self control" she replied, adjusting her cowboy boots.

"...Pardon?" I stared at her blankly.

"I have better self control" she repeated, tilting her head.

"So... Does that mean you didn't take the pills?" I asked, taking a cautious stance.

"You have a high immune system, yes?" AJ inquired, crossing her arms.

"Yes?" I looked at her confused.

"You can't get drunk, or be affected by drugs that easily, correct?"

I nodded.

"Well think of my self-control like your high immune system" AJ explained.

"O... Kay?" I looked at her quizzically, before shrugging it off. I kept a cautious air around me, just in case though.

~~~~~~~~~~~~~~~~~~

Fluttershy hummed softly, stepping out of the bathroom after a shower with a perky air surrounding her. She wobbled a bit, and winced here and there, but overall her expression was filled with satisfaction. She continued her way down the upstairs hall, venturing towards her room near the bottom of the steps close to Walter's when she heard an odd noise coming from Rarity's room.

Fluttershy tilted her head in curiosity, squinting a bit before she approached Rarity's door, placing her ear against it.

"O-Oh dear, yes~ Yes~ Yes~" she heard Rarity moan in a voice dripping with sultry.

Fluttershy blushed darkly, prepared to recoil away from Rarity's door to give her proper privacy when she heard something that caught her attention.

"Oh Walter~ Fuck me like the filthy mare I am~!" Rarity moaned out in borderline ecstasy.

Fluttershy tilted her head at this, her eyes widening slightly. Is she doing it with... With Walter? Fluttershy asked herself, unaware of Walter's location and scenario at the given moment. Fluttershy couldn't help but feel her nethers become moist once more at the thought of Walter. It felt as if her insides were becoming increasingly warm. Fluttershy bit her lip, knowing it must be the spring swings.

"I... I must take my heat pills..." Fluttershy instructed herself, whimpering silently as she attempted to pull away, but Rarity's moans only provoked her curiosity all the more further.

Fluttershy slowly cracked open Rarity's door, peering in with her curious cyan eyes. She blushed darkly, seeing Rarity bent over on her hands and knees, her ass being held up in the air with what looks like a large mannequin that closely resembled Walter. Fluttershy knew that Rarity makes her own custom mannequins for her special clients, and considering Walter can't really purchase any normal clothing at the stores in Ponyville, considering his size, Rarity custom-makes a lot of Walter's wardrobe. The mannequin even had a wig that was combed and trimmed to be an exact replica of Walter's thick shaggy long brown hair.

The mannequin thrusted deep and fast into Rarity's soaking marehood, rocking the bed at a steady pace as the mannequin's large and thick rubber 'penis' plunged further and further into Rarity's womb, making her tongue lull out of her mouth. Fluttershy took notice of how the mannequin was wearing one of the dirty sweat-soaked workout shirts of Walter's that she managed to stash in her closet. Rarity must have snagged one while I was unconscious Fluttershy mused, narrowing her gaze a bit.

Just then, Rarity's horn lit up with her magical blue aura, surrounding the mannequin, causing it to lift Rarity up into its grasp and sling her legs over each shoulder before thrusting into her at a rapid rate, causing Rarity to pant and whimper each time the mannequin's thrusts impacted her.

"Fuck it..." Fluttershy sighed quietly, before walking into the room, closing the door with an audible slam.

Rarity shot her gaze over to Fluttershy with a look of awe and embarrassment. She fumbled over her words, babbling a bit before falling out of the mannequin's grip and landing on the bed. Fluttershy simply smirked, removing the towel she had wrapped around her body, exposing her nude self as she approached.

"Rarity, mind if I try out that mannequin of yours?" Fluttershy spoke with a smirk, as Rarity's surprised expression turned to that of a sultry grin.

"Why of course Fluttershy, what are friends for~?" she replied, enveloping the mannequin of Walter in her blue magic once more, causing it to slowly move its blank emotionless gaze towards Fluttershy.

~~~~~~~~~~~~~~~~~~~

"Are you sure... That Rainbow Dash... Won't find us here?" I panted, glancing over at AJ while I attempted to regain my breath from all that running, selfishly gulping air as fast as I could.

"Sure thing sugar-cube, I made sure to mix up our tracks to make it look as if we were heading back to campus" Applejack spoke, panting softly, only slightly out of breath compared to my fish-out-of-water display.

"How long... Do we... Have to... Ah fuck..." I couldn't talk, all I could do is just gasp desperately for air.

"You okay Walter?" AJ asked, glancing over at me with concern, rubbing my back.

"I haven't ran that fast... Since... I was... Seventeen" I panted out, trying desperately to regain my breath.

"Oh? What was the occasion?" AJ asked, tilting her head.

"Booty call, believe it or not just two years ago I was quite the horn-dog" I replied, chuckling a bit as I was able to steady my breathing.

"Wait... Two years ago... Does that make you... Nineteen?" AJ asked, looking at me with wide eyes.

"Uh, yes, just turned nineteen today" I replied, before slapping my head for blurting that out.

"Today's your birthday!?" AJ gawked, her eyes wide open.

I just gave her a short nod.

"Doesn't that mean... You were eighteen before?" she asked, leaning in.

"Yes" I replied, sighing.

"Great Celestia... All of us girls are in our twenties... Rainbow Dash is twenty-four, and she's been grinding on you like a filly going through her first heat cycle! I mean you're in your teens for Celestia's sake!" AJ groaned, face-palming.

"It's fine, I'm an adult, I can make my own decisions" I replied with a sigh.

"Adult?" AJ tilted her head.

"Yeah, once you turn eighteen where I'm from you're considered an adult... Well, you can go off to war and die, you can star in porn, but you just can't have a beer... Stupid, isn't it?" I replied, chuckling nervously, trying to change the subject.

"Who was the mare that made the 'booty call' as you so eloquently put it?" AJ inquired, peering at me with squinted eyes.

"She... Uh..." I scratched the back of my head, blushing darkly, looking down at the ground.

"How... Old... Was she?" AJ inquired, taking a step closer.

"Thirty" I replied, causing AJ's face to go pale.

"THIRTY!?" she exclaimed, causing me to wince at her reaction.

"Yeah..." I scratch my chin, blushing darkly.

"Who was she?" AJ asked, placing her hands on my shoulder.

"Uh..." I looked away, blushing darker.

"Who!?" AJ pressed on, using her hand to force my gaze her direction.

"A mare called Chrysalis..." I replied, causing AJ to fall silent.

"So I'm guessing that's who the panties belong to?" a sudden voice spoke from nowhere.

Me and AJ turned to see who the voice belonged to, only to meet a blur of cyan and rainbow streaks. I yelped, feeling myself fly across the barn and into the hayloft. I then grunted as I felt something soft and plump land on my face. I groaned a bit, silencing myself once I heard a moan, followed by somebody mounting my groin.

"AJ, I know you haven't been taking your heat pills... I'm surprised you can last this long while close to Walter... So how about we just relieve ourselves now~?" Rainbow Dash smirked, leaning forward, pressing her lips to AJ's while she grinded her ass against my crotch, causing my member to stiffen.

"Da--" AJ was cut off by RD's lips pressing against her own. I could feel moisture gathering in AJ's crotch, considering her ass was sitting on my face.

"This is going to be fun Walter, don't worry... And I'll make sure this will be much more better than what ever Chrysalis did to you~" Rainbow Dash smirked, as she began to slowly remove my clothing.

"We'll just see about that" a sudden voice spoke.

In the blink of an eye, I was enveloped in what looked like a green fiery aura. I yelped in surprise as I was consumed by darkness, then yelped again once I fell from the darkness into the arms of someone... Somepony... That I was all too familiar with.

"C-Chrysalis!?" I gasped, gazing up at the toxic green eyes that stared deep into my soul.

The mare shifted my position in her arms, grinning widely as she leaned her face in closely.

"Oh Walter, it has been quite a while... And I've been so lonely without you~" she cooed, earning a few glares from AJ and Dash.

"Let him go, Chrysalis!" AJ and Dash spoke in unison.

"Tsch... How about we go somewhere more private, darling?" Chrysalis smirked, before snapping her fingered, cloaking the both of us in a fiery green aura once more, consuming us in utter darkness...

Oh God, why hath thou forsaken me...?

Chapter 9: Something Unexpected (Part 1) [ Revised ]

Author's Notes:

Sorry about the confusion, I was a bit loopy when I wrote the last version, this time I'll try to involve an satisfying amount of plot to the best of my ability.

I stared blankly at one of the changeling drones that stood guarding the door to the bedroom I was being held in. He stared back with a narrowed gaze, his blue eyes peering into my soul. After about ten minutes of exchanging eye contact, I slowly began to cross my eyes, causing the changeling to blink in confusion. I smirked victoriously and crossed my arms.

"Ha, you blinked" I grinned, puffing up my chest in mock boasting.

The changeling simply tilted his head and glanced over at the other changeling guard beside him, giving him an expecting look of confusion, as if silently asking the other if he had any clue what just happened. The other guard simply shrugged, returning the confused gesture. They both then returned their gaze to me, tilting their heads.

"Never mind, you're no fun..." I sighed, laying back on the bed I was seated on, staring at the ceiling blankly out of sheer boredom.

How long has it been, an hour? A half hour? What the hell is taking her so long!? I mulled with an aggravated sigh.

"Walter Barnes?" a changeling drone spoke, opening the door to the room, peering its head inside.

"Yes?" I replied, looking up from my prone display.

"The Queen will see you now" the drone said, opening the door the rest of the way.

"Well finally, what took her so long?" I thought aloud, standing up, towering over the changelings who only reached up just below my shoulder line.

The drone simply remained silent, watching me as I approached. Once I was close enough, it began to lead me out of the bedroom and through the corridors of the castle... Er, I guess I should say cave. I don't know much about the whole tension between ponies and changelings, but apparently it got to the point where the changelings had to go into hiding, thus explaining the whole reason why Chrysalis decided to build her entire castle/city within a hollowed mountain a few miles deep into the Everfree. I've only been here once, and this place was still under construction, it looks nearly completed now.

As I continued to follow the drone, I took a glance out the window of the castle hall, taking in the view of the vast city of changelings stretched for what looked like miles. I don't know if the mountain really was this big, or if Chrysalis had her changelings use some sort of magic to make things bigger on the inside than they were on the outside, for some reason that sounds familiar and I don't know why... Anyways, digression aside; the view was rather beautiful.

I saw a small series of houses, similar to that of the suburbs you would see back on earth. I could see families, changelings along with what appears to be... Humans? Yes, humans, such as I... From the looks of it, they had started families with the changelings, there even appeared to be children crossbred between human and changeling. The sight was... Heart warming. The changeling leading me must of noticed I was no longer following him, and turned around.

"Beautiful sight, isn't it?" the changeling asked, approaching me, smirking at the warm smile I had on my face.

"What--Oh yeah, yes... It is" I replied, glancing between the changeling and the view.

"You humans are quite the miracle workers" the changeling spoke, grabbing my attention.

"Oh?" I looked at him quizzically.

"Humans are filled with vast quantities of love, enough to keep this entire hive fed for many years to come" the changeling explained, causing me to raise a brow and return my gaze out the window.

"Yeah... Humans are rather strong in the field of emotion..." I replied, sighing as my gaze softened.

"May I ask a question?" the changeling looked up at me.

"Shoot" I replied, glancing down at him.

"Every human I've met so far is just leaking with love, with very little negative emotions..." the changeling began, tilting his head as he stared up at me dexterously.

"And?" I rose a quizzical brow.

"How come... All I see inside of you... Is darkness?" he asked, causing a long pause of silence to be held.

"Strong emotions are included with the possibility of certain flaws..." I replied, lowering my eyes for a moment.

"Flaws?" he questioned, tilting his head.

"Flaws you wouldn't understand unless you've lived on earth..." I replied, causing the changeling to simply look at me in confusion.

"I see..." the changeling looked at me as if he were trying to solve a puzzle.

"Lets hurry up and get to Chrysalis already, she must be waiting" I spoke, breaking the changelings train of thought.

"Oh, right, my apologies" the changeling quickly straightened up his posture and continued to lead me along the corridors of the castle.

About three minutes later, we arrived at the doors of Chrysalis' royal chambers. I glanced up at the large twin doors with a rather fancy choice of decor splayed all across the dark wooden planks. The changeling rapped gently on the doors, using one of the knockers that were resting roughly a foot above each door knob.

"Yes?" I heard Chrysalis' mature voice echo behind the twin doors.

"My Queen, Sir Walter Barnes has been delivered as requested" the changeling declared.

"He may enter alone" Chrysalis called back, the changeling simply nodded and gave me a salute before walking his own separate way.

I took a deep breath before slowly grasped the knobs of the twin doors, opening them slowly before walking in. I felt the doors slam shut behind me, the door knobs enveloped with a fiery green aura. I yelped a bit, jumping forward at the sudden slam, bumping into something rather soft and perky. I blushed darkly, looking up to see Chrysalis' amused expression peering down at me. I quickly pulled away from her breasts, scratching my chin a bit.

"Greetings, Walter darling" Chrysalis spoke, placing her hands on her hips.

"Um, hey Chryssie... It's been a while" I spoke, scratching the back of my head as I looked up at her.

"Yes, too long" she spoke, taking a few steps towards me before embracing me closely to her.

"Um... I uh..." I stuttered, tripping over my words, trying to form a sentence as she nuzzled the top of my head.

"You're flustered, I see?" Chrysalis smirked, pulling away from the hug.

"Well... It's not everyday the Queen of changelings comes by and snatches you up from two spring swinged mares" I replied with a nervous chuckle.

"Oh yes, those foals... I swear, it would be expected from the subjects of Celestia and Luna to have more elegance and grace... However, when it comes to the main six, I guess they stand out from the rest" Chrysalis spoke with a sigh, grasping my head, leading me towards the bed.

"Heh... They're still young, not as matured as you are. They're experiencing things that they're not yet quite used to, unlike you, since you're matured and all" I replied, causing a grin to form across her lips.

"Matured, hm? So I take it you like mature mares?" she inquired, causing me to blush.

"No comment" I replied, crossing my arms, this only made her giggle.

"Anyways, there is important matters I wish to discuss with you Walter" Chrysalis spoke, sitting down on the bed, positioning me between her legs while she rested her chin on my head.

"And... What is that?" I asked, looking up at her, my face a dark shade of crimson.

"I would like for you to be my husband"

To be continued...

Chapter 10: Something Unexpected (Part 2)

"The shit I put up with..." I sighed, grumbling while the surrounding changeling servents took measurments of my body.

"Oh hush now, you're making this sound like a bad thing" Chrysalis grinned, observing me with an amused gaze.

"It's extremely tiring, and I haven't had a decent night's rest since I was born" I sighed, holding my arms out as the servents measured my biceps and forearms.

"You still have sleeping issues?" Chrysalis asked, perking a brow.

"Yeah, it's driven me insane a couple times" I remarked, letting out a sigh.

"I see... Perhaps I can have my doctors look at you?" she approached, laying her arms on the top of my head, resting her chin on there as well, making eye contact with me through the mirror I stood in front of.

"I know what's wrong with me, besides, pharmacy sleeping medicine is all I need to pass out" I replied, looking at her with a raised brow.

"I know something that could get you nice and sleepy~" Chrysalis cooed, smirking as she began to rub her breasts against my head.

"Oi" I grumbled, giving her a scolding glare in the mirror.

"You're no fun, Walter~" Chrysalis spoke with a playful pout.

"Meh" I shrugged, watching the servents give a satisfied nod with the ample amount of measurement information they gathered from me before exiting the room.

"You're going to look so sexy in your new armor, Walter~" Chrysalis spoke softly into my ear, rubbing my shoulders.

"I'm not already sexy?" I replied with a smirk.

"You'll make the armor look sexy" she rephrased, chuckling a bit.

"Yeah right" I rolled my eyes, snickering as I let out a slight yawn.

"If you're tired, why not take a nap?" Chryaslis asked, tilting her head.

"I can't do that right now, I still have to let the girls know I'm fine" I replied, causing Chrysalis to perk a brow.

"Those foals might prove to be rather troublesome, we wouldn't want them disturbing the main event, would they?" Chrysalis spoke, crossing her arms.

"Yeah, also, I don't want them notifying Celestia and sparking a war" I remarked, giving Chrysalis a scolding gaze.

"What? It's not like I would be able to wait until those foals were done with you to ask, they would've kept you busy for hours, if not days" Chrysalis harrumphed, taking a seat on her bed.

"I could've stopped them any time I wanted to" I grumbled, blushing.

"Right, then why weren't you?" Chrysalis retorted.

"Touche..." I sighed, shrugging a bit.

"I'll be a moment" I pulled out my phone, taking a seat on the edge of her bed as I dialed AJ's phone.

It picked up.

"WALTER! SWEET CELESTIA ARE YOU OKAY?!" I heard her holler over my cell phone's speakers.

"Yeah, sheesh, I'm fine!" I replied, rubbing my ringing ears.

"What is Chrysalis doing to you, are you in pain, are you safe!?" I heard Dash's concerned voice blurt out.

"Chrysalis didn't do a damn thing to me, Dash, I'm fine. Where are you right now?" I asked, wincing a bit once I felt Chrysalis scoot up to me, wrapping her legs around my waist, massaging my tense shoulders.

God damn it Chrysalis! I mentally hissed, casting her a stare before returning my gaze forward.

"Heading to Canterlot to get Celestia" AJ replied, I could hear chatter in the background.

"NO! Good god, do NOT tell Celestia!" I pinched the bridge of my nose.

"We already did, we're meeting up with her at the Canterlot train station" AJ replied, sounding confused.

"AJ, whatever you do, do NOT go on a hunt looking for me. I'm fine, I'll be back soon, I'm just doing something for Chrysalis real quick" only a deafening silence came from the phone once I was done speaking.

"Hello?" I spoke, wondering if they hung up on me.

"Did I just hear you right, saying that you were doing a favor for Chrysalis?" I heard Twilight ask in a silent yet noticebly tense voice.

"Don't get your panties in a bunch, Chrysalis and I are... Uh... Are..." I trailed off, trying to think of something to say other than--

"Old lovers~" Chrysalis finished for me, a wide grin on her lips.

"...That" I sighed. I was so going to chew her out later...

"Is that Chrysali--WHAT!?" I heard Twilight, Dash, AJ, and pretty much the rest of the girls exclaim over the phone.

"I will explain everything and answer any question asked once this is over, so until then, all of you stay calm, and do NOT do anything irrational, do I make myself clear?" there was a pause of silence, then a few agitated sighs followed by Twilight clearing her throat.

"Very well, but I'm afraid it's Princess Celestia that'll want to talk with you more than us" Twilight replied, causing me to let out a tired sigh.

"Fine, fine... I'll see you guys later" and with that, I hung up, leaning back into Chrysalis with a groan.

"I'm sorry" Chrysalis whimpered with her ears splayed back.

"Don't be, it's fine" I replied, staring at the ceiling blankly.

"I pretty much forced you to come out here" Chrysalis spoke, twidling her fingers absentmindedly.

"Yeah, but I ain't gonna let some smug asshole marry you, if I have to pose as your husband, then so be it" I replied, glancing up at her.

"You're so sweet..." she smiled, laying back with me resting on top of her.

"Um... I've got to go to the bathroom, I'm a bit musky and grimey from the whole chase back in Ponyville" I spoke, blushing darkly.

"Oh sure, you can use my bathroom" she spoke, sitting up, guiding me towards the large wooden door that I assumed was to her bathroom.

She walked inside with me, showing me everything I needed to know before looking down at me with a strange smile. I tilted my head, looking up at her quizzically.

"I can't thank you enough for doing this for me" she spoke, placing her hands on my shoulders.

"It's not a problem, Chryssie. You helped me quite a lot back in the day, so I owe you one" I replied, smiling awkwardly.

"Did I help you?" she asked, her tone suddenly shifting to that of concern.

"What do you mean by that?" I asked, looking up at her.

"Don't act oblivious, Walter... I can feel your emotions, even taste them at times... You're in pain, Walter... So much pain" she spoke, looking at me with her big green eyes.

"I know I am, Chryssie..." I let out a sigh, letting her hands intertwined with my own.

"You know, physically, I'm thirty years old..." Chrysalis began, earning my attention.

"Oh?" I perked a brow.

"I'm hundreds of years old, Walter... And in those years, I've been cruel and bitter... Evil is an understatement. When humans came along, my hive began to thrive... I can feed my changelings, let alone I have the power to protect them, yet I still felt this bitterness in me... I was alone, and I hated it... To the point where I cursed my own changelings for having what I felt I never could achieve... That is, until I met you, Walter..." Chrysalis spoke, nuzzling my head.

~~~~~~~~~~~~~~~

Chrysalis scowled bitterly down at the scape of the small city that she ruled as it was slowly being constructed within the confines of this hollowed mountain. Her subjects were thriving, the love that these humans provided fed them greatly to the point where keeping a desired human form was just second-nature. Some changelings chose to take on human forms to be with their mates, some remained the same, it was a matter of their choice really.

Chrysalis stared venomously upon this sight, sure she should be happy that her subjects are well fed, and that she has more than enough power to protect them come the time of war, hell she could wipe out Canterlot and grant more land for her subjects... In fact, she even started her plans for the invasion. Something however just dug at her; something felt hollow,missing, empty.

Her absentminded scowling was interrupted by the approaching footsteps of one of her subjects, one of her guards. He stopped at the base of her balcony's steps, saluting her with a blank expression. Chrysalis perked a brow, she had not asked for any of her subjects to report to her presence immediately... There was nothing on her mind that was to happen today, so this was rather intriguing.

"What is it?" Chrysalis asked in a bland and aggrovated tone.

"My Queen, there is an issue" the changeling spoke, lowering his salute.

"What issue?" she asked with an annoyed stare.

"We caught a minor working amongst our construction crew" he spoke, causing Chrysalis to perk her brow.

"Oh, a foal acting as if they were a grown-up I see?" Chrysalis smirked with a furrowed brow, crossing her arms.

"U-Uh... He doesn't look like a child you see, when we asked for an ID, he made a run for it... It took twelve of us to corner him, and fifteen to keep him held down until we could put restraints on him" Chrysalis' furrowed brow rose into that of intrigue.

"I'm impressed... Where is he now?" she asked, walking down the steps, approaching the changeling guard.

"He is being held in an interrogation office, shall I retrieve him for you?" he asked, looking over at her.

"No need, I'll head down there myself and see this brat for myself" she spoke with an amused grin.

"A-Are you certain, my Queen?" the changeling asked, stuttering a bit.

"I am a grown mare, I can take care of myself..." Chrysalis spoke, halting in her tracks for a moment.

Her guard, stuttered... She could feel the intimidation dripping from his voice, the fear, the unsure concern for her safety, the Queen of Changelings, a force not to be trifled with. This only pushed her curiosity to more extreme heights, how intimidating could this adolescent be?

A few minutes later, Chrysalis was looking back on her words, rolling them around in her head with both doubt and confusion. 'How intimidating could this adolescent be?' He isn't an adolescent, he's a freaking hairless gorilla!

He stood around six foot five inches, weighing roughly four hundred pounds or more. He was husky, but she could see the muscle bulging in his biceps, forearms, legs, and from the collarbone up. Screw a brick house, this mammoth was a fucking steel fortress! His arms were hairy, along his his neck and upper lip. He was dressed in a tank top and denim jeans along with steel-toed work boots and work gloves. She could see his chest hair peeking out from the loose tank top, as well as a few other sole spots of body hair. His hair was long, shaggy, like that of a mildly unkempt mane. His skin was slightly tan, glazed in sweat, only emphasizing his muscular arms. His jawline could break through concrete. His brow was thick and bulky...

His eyes...

His eyes were gentle, vast, deep, and the most warming shade of a light golden brown that just looked into her very soul, as if she wore nore clothes at all and he was completely comfortable with that, as if he didn't mind the real her. His eyes were filled with understanding, patience, kindness, gentleness, care, love... But also something else that throwed her off completely...

Darkness...

Beneath the light of his eyes, lied the barely visible layers of thick blackness that held every negative emotion in the book; the strongest one being depression. Beneath his tender gaze, she could see the stare of a bruised soul, someone who is in constant pain, bearing a wound that may never heal. She saw monsters inside of him, she saw demons and creatures that even made her mentally cringe.

His anger...

His anger was controlled, yet it thrashed within its restrained like a rabid beast. She could feel his anger wanting to be unleashed, she could feel the possible wrath he could inflict if he were to leave his rage unattended for even the smallest second. It baffled her, to see such warmth in his heart and mind yet sense that morbid darkness that lies beneath it like a weed.

Her thoughts were interrupted when one of the guards opened the door to the room this young man was being held in. She cleared her throat, huffing a stray strand of hair from her face before walking into the room, taking a seat across the table before this young man. He simply gave her a look of shame and mild annoyance; annoyance aimed towards himself, not her or any of her subjects strangely enough.

"Your name" Chrysalis demanded, crossing one leg over the other.

"Walter Theodore Barnes..." he replied, often glancing up at her from his blank gaze at the ground.

"Your age" she pressed on, folding her hands together.

"Seventeen..." he replied, his voice deep and gruff.

"Odd, you don't look seventeen..." she replied, raising a brow.

"Thyroid dysfunction" he responded blandly, as if he'd heard that many times before.

"I see..." she replied, tapping her lower lip in deep thought. "What do you intend to gain from working in a job required for adults?" she inquired, tilting her head.

"The pay for jobs with my age limit is lower than dino-shit" he replied, crossing his arms.

"What a colorful way to put it" Chrysalis remarked with a smirk.

"Everyone, er... Everypony here in Equestria is racist anyhow. I can't get a decently paying job unless I'm bending over backwards..." he explained, his voice sounding tired.

"I see... Tell me, what are your interests in doing with the money you 'earn'?" she inquired, leaning further onto the table.

"College..." he replied, earning a quizzical stare from the Changeling Queen.

"College, you say?" she tilted her head.

"Is that surprising to you?" he asked with a furrowed brow.

"Most children your age--" she was cut off by a sudden burst of rage she felt from deep within him, as well as a bit of pain.

"I wasn't allowed to be a child, so don't call me what I'm not" he spoke in a stern tone, causing the guards in the room to gasp, even aim their weapons at him.

"Don't you dare talk to the Queen that way!" one of them exclaimed, however, this Walter boy just stared blankly at the spear, not phased or anything... If anything, he seemed welcoming to it.

"At ease..." Chrysalis spoke, raising a dismissive hand.

The guards hesitantly nodded before lowering their weapons.

"Tell you what, you scratch my back, I'll scratch yours..." she proposed with a smirk.

"Go on..." he spoke, raising one his of his thick furry brows.

"You become my servant, and I will pay you triple the amount they're paying you in construction, does that sound interesting to you?" she asked, tilting her head.

He paused for a moment, staring her up and down dexterously. His eyes pierced her like probes, to be honest, it made a hot feeling rise in her chest. Unlike most humans, he controlled the majority of his emotions. Usually, there would be humans with bleeding hearts or clingly personalities, or basically those with no emotional restraints whatsoever... But with him, he was calm, cool, and collected. He observed her and weighed his options logically, he acted completely out of his age... And it aroused her.

"Deal" he spoke, extending his hand.

"Glad to do business with you, Walter" she said with a grin, shaking the young man's cumbersome hand.

"Same..." he replied in monotone, unaware of the plans that Chrysalis had for him...

Chapter 11: Feed Your Queen

(Still in flashback)

"Servant!" Chrysalis exclaimed, folding her arms impatiently as she sat cross legged at the edge of her bed.

After an annoyed grumble was heard outside her door, Walter entered the room hesitantly, blushing darkly as he locked eyes on Chrysalis' form, which was currently nude, sitting on the edge of the bed with her crossed arms and legs being the only things covering her chest and nether region. Walter quickly shot around, covering his eyes with a long groan.

"Chry--" Walter began, only to be cut off by Chrysalis hissing.

"Do not call me by my name, Servant" she scolded, furrowing her brow.

"Milady, why are you naked?" Walter spoke through gritted teeth.

"Because I am waiting for my servant to dress me, and I'm getting cold!" Chrysalis snapped, tapping her fingers on her arm impatiently.

"You couldn't dress yourself?" he groaned, rubbing the temples of his head.

"That's your job" she replied with a snide smirk, standing up and walking over to him.

"You're a full grown mare" he retorted, grumbling.

"And you're my servant, you'll do as I say!" she retorted, grabbing him by the head and hugging it between her breasts.

"Unless, you want to serve your Queen in that way~" she cooed, slowly rubbing her breasts against each side of my cheek.

"I-I'll dress you! I'll dress you!" he yelped, bolting away from her quickly, keeping his eyes closed as he turned to face her. "Just... Tell me where your clothes are" he sighed, looking anywhere besides her direction.

"On my dresser to your left" she replied with a smirk, placing her hands on her hips victoriously while her eyes trailed Walter's motions in getting her clothing.

Walter sighed, gathering up her clothes, taking a deep breath as he stared down at them for a moment before cracking his neck a bit.

"Turn around please" he requested, keeping his eyes closed until she did so.

"Very well" she replied, turning around.

Walter then approached her; putting on her bra, undershirt. He then knelt down to put her panties on, but as he slid them up, she widened her stance, preventing him from going any further just as his face was aligned perfectly with her ass. He blushed darkly, gulping a bit before he quickly shot a breath of hot air onto her ass, making her yelp a bit, allowing him to quickly pull them the rest of the way up. After that, he put on her silky black dress with bright emerald trims along the collar and wrists. He then slid black heels onto her feet, standing up, folding his hands in front of him.

"You're no fun" Chrysalis groaned, rolling her eyes.

"Milady, I am sure if you have age restriction in the work place, then I'm sure that there's an age limit to whom you can rut" Walter replied, causing Chrysalis to smirk.

"Ah yes, thank you for reminding me... I'll change that today while I'm thinking of it" she replied, causing Walter to go stiff.

"You can't be serious" Walter breathed, looking at her incredulously.

"Maybe~" Chrysalis replied, she hadn't had this much fun playing with someone for a while.

Walter simply gave her a furrowed brow stare, then began walking towards the door while grumbling to himself.

"Where do you think you're going?" Chrysalis asked, perking a brow.

"To my quarters?" Walter replied, looking back at her with a 'what the fuck do you want now' kind of expression.

"My legs are tired, carry me to my office" Chrysalis spoke, assuming the 'about to be picked up' position on the bed.

"Are you fucking kidding me...?" Walter mumbled lowly.

"What was that?" Chrysalis asked, perking a brow.

"Nothing, Milady" Walter spoke with a sigh, walking over and lifting Chrysalis up into his arms, holding her bridal style.

"Good, now off to my office!" she demanded, smirking while staring him dead in the eye.

"As you wish" he replied, staring forward with an annoyed stare, something she has come to relish.

Walter kept a straight face forward while carrying Chrysalis through the corridors, unaware that her deep emerald eyes were locked onto him, an amused expression plastered on her face as she curved her lips into a "U" shape. She couldn't help but feel a blush flood across her muzzle as Walter carried her. She couldn't remember the last time a healthy, young stallion... Er, young man carry her in such a fashion.

Walter's broad muscular arms were like pillars of flesh and steel when he is using them for labor such as construction, but when he's not working them they're quite soft yet still kept a firm broadness. He was gentle, careful, and considered her comfort due to the shift in grip he did every so often. His chest was soft and firm as well, much like a mattress for a heavy set fellow such as him, yet he had just enough extra 'fluff' to contrast his muscle definition. It was like a walking pillow, with enough strength to kill a full grown bear.

Chrysalis blushed, feeling a warmth in her chest, as well as something else she was all too familiar with... Power. Power was growing inside her, she was absorbing the care and gentleness that he was radiating. It wasn't as filling as love, but it was sure as hell something noticeable. She continued to look deep into Walter's features, soaking them in, and once more... She saw it... that hidden darkness. What was he hiding? Was there something she didn't know about him?

Was he just like her?

It's been a little over four months since he has started working for her, as her servant that is, and she still hasn't gotten a peep out of him in regards to anything in his past, about what he's done and how he got here. All she can tell, is that there is something hiding deep within him... And she wasn't sure if she should be threatened, or attracted.

Walter shifted Chrysalis into one arm as he used the other to open the door to her office, walking in, using his foot to close the door behind them as he approached her office chair behind her desk, setting her down delicately. She cleared her throat, quickly wiping the blush off her face and formed a stern expression, crossing one leg over the other as she looked over at him.

"Is there anything else, Milady?" Walter asked, looking at her with a rather tired expression.

"Yes there is..." she replied, crossing her arms, smirking.

"What is it you desire, Milady?" he asked, she could just feel him mentally cursing, most likely at her.

"I want you to lock the door to my office..." she replied, causing him to look at her quizzically.

"What?"

"You heard me, lock the door, are you deaf?" she replied, her tone becoming impatient.

"No, of course not" he replied, rolling his eyes before reaching over and locking the door.

"Now, close the window blinds" she spoke, a sly grin forming across her lips.

"Uh... What are you--"

"Just do it, do not question your Queen's orders!" she snapped, causing him to droop his shoulders, sighing, and complying with her demands, closing the curtain blinds.

"Now..." Chrysalis climbed onto her desk, crossing one leg over the other, letting him get a good look at her panties.

"Feed your queen~" Chrysalis cooed, grinning at Walter's confused, horrified, and befuddled expression.

...TO BE CONTINUED!!

Author's Notes:

I can haz fanart? o3o

I will credit fanart to whoever makes it here, I might even use one of those fanarts as a new cover, who knows :) If you need reference material for Walter or any of the girls, just let me know by messaging me

Chapter 12: Washing Away the Stress

( still in the flashback :P )

Chrysalis knew what she was doing, alluring Walter like this. Her curiosity has been ebbing at her sanity for the past months Walter has been working for her, she could feel his dark emotions boiling under his normal ones. Secrets was something she did not enjoy, if other people held them of course. She wanted to know everything, and so far, Walter was doing a good job at keeping secretive... Until now.

Observing the amusing expressions and emotions emanating from Walter's stiff form, Chrysalis couldn't help but form a chuckle at his bemused visage, her grin only fattened with malicious intent as her toxic green hues locked with Walter's deep brown eyes.

"Wait, what?" Walter peered at her quizzically, a blush crossing his features.

"Do you not understand the subtext of my command?" she inquired, perking a brow.

"I-I uh..." he fumbled with his words, unable to form full sentences.

Chrysalis simply rolled her eyes and enveloped her magical aura around Walter's hips, pulling him closer to her, forcing his groin to impact with hers, rustling her nethers a small bit, causing a soft yip of pleasure to drip from her maw. Walter blushed darkly, watching as Chrysalis' folds firmly embraced the shaft like shape of his bulge through her panties and his trousers, generating warmth the longer they were pressed together. Walter opened his mouth to protest, only to be met with the wet tender lips of Chrysalis, whose slender and soft tongue invaded his maw and wrestled his thick and long oral muscle for dominance.

She could feel it, that all to familiar emotion boiling to his surface, that emotion she felt in plenty of stallions who have tried to chase after her magnificent flank... Lust... And it was strong!

After a few moments of hesitance and resistance, Walter gradually leaned into the kiss, wrestling her slender tongue with his larger and more thicker tongue, reaching around and pulling up her dress, groping her ass firmly, eliciting a cute moan from her occupied mouth, the sound rolling around in both of their connected mouths before they both pulled away to catch their breath.

"Get on your knees... And eat your Queen~" Chrysalis cooed saucily, her lids lowered halfway as a lewd smile forms on her lips.

Walter wordlessly complied with her demands, lowering himself to his knees, using his large teeth to peel away her soaking panties, dragging them low between her knees, exposing her moist sex as it gave a welcoming wink to him. Walter pursed his lips, she could feel his lust grow stronger, and it aroused her, especially when he gave a sexual growl before giving her marehood a gentle kiss as a greeting before he began his game.

Walter tenderly place his thumbs parallel to each side of her slit, spreading her southern lips, exposing the warm tender pink skin within her marehood. Juices secreted like drool, dampening the wood surface of the desk below. Tenderly, Walter leaned in and dragged the tip of his tongue along her open moist folds, eliciting a cute yip of pleasure while the changeling Queen began to purr ever so quietly.

With a flick of his tongue, he gave Chrysalis' clitoris a welcoming pat on the crown, twirling the tip of his oral muscle around the tender fleshy button that sat comfortably at the peak of her dripping slit, that Walter's cumbersome thumbs continued to hold apart. Tenderly, he slid both thumbs into her marehood, earning a gasp from the changeling Queen, causing her legs to buck ever so slightly.

"S-Servant, you are rather talented in this?" Chrysalis spoke with a pleased whimper, questioning his innocence while he gave her a quizzical look.

He simply tilted his head, giving her a shrug before resuming his antics.

"Have you done this before?" she asked, mewling softly in bliss as Walter worked his magic.

Walter paused, tilting his eyes up at her before pulling away.

"Once" he simply spoke, before returning to her warm dripping cove.

"Only once?" she inquired, receiving a nod of acknowledgement from Walter as he twirled his hot tongue around her clitoris before pulling her marehood apart with his thumbs deeply planted inside, leaving her fleshy pocket gaping, eliciting a yelp of pleasure from Chrysalis.

"Quite the talent for such little experience" Chrysalis remarked, her legs squirming a bit from Walter's lewd antics.

He didn't respond, he silently instead thrusted his long thick tongue deep as it could reach within her wet and humid flesh cove. Chrysalis tightened her legs against Walter's head, whirling her legs over his shoulders while his oral muscle dug deep within her sopping folds. She swayed her hips, grinding on him while Walter worked his game, sending powerful surges of pleasure and bliss throughout her nethers.

Aside from the strong lust, she could sense something else growing stronger too; darkness. His darkness was filling his thoughts, fueling the lustful whispers and instructions his conscious delivered to his body, delivering his talented tongue deep into her marehood. It was working, although it was hard to concentrate with all this pleasure, she could definitely sense his dark fervor broiling below the surface of his sturdy facade.

After a long stretch of minutes passed, Walter flipped Chrysalis over onto her stomach, raising her onto her knees so her voluptuous rump protruded into the air. She blinked, tilting her head in confused, shooting a quizzical stare at Walter as he positioned himself behind her. Ever so delicately, Walter's firm and massive hands rested on her ass cheeks, squeezing tightly, filling his gargantuan palms like water balloons. She let out a soft moan, swaying her hips anxiously for whatever he is plotting... Whatever it was, she wanted it now.

"Ngh!" Chrysalis yelped, catching her breath after gasping one or two times, feeling Walter's thick oral muscle penetrate her tight ass.

She was prepared to turn around and protest, when she noticed the strong clouds of dark emotions emanating from his eyes. She could tell that she was reaching her goal of alluring his demons just enough for her to snatch them by the horns and drag them out. She just continued to look back up at him, her brows curving upward, her glossy eyes glistening in the tinted blue light of the tubular bulbs above them. She let out an awkward moan here and there, mostly grunting and sometimes mewling in delight as her tight little naughty anal hole was rummaged by Walter's tongue, and to add icing to the cake, he began to fondle her marehood, thrusting on of his thick sausage like fingers into her sopping folds while he devoured her ass like a dry tongue to a glass of water on a hot summer day.

Surprisingly, it felt amazing, better than she anticipated. She had never had anything done to her ass before, so this new little experience tickled her arousal all the more along with Walter's facial hair. She let out hot pants and short gasps, the force of his tongue penetrating her tight and naughty ass made her jump forward every now and then. Walter's tongue moved like a snake without its head, making her jolt and shiver, goosebumps formed under her fur, he sure was being aggressive... Chrysalis sure wasn't complaining though.

If this goes on any longer and I can't draw out his darkness, I'll go crazy! Chrysalis mulled to herself, digging her nails into the wood of the desk's surface, gritting her teeth, a wide smirk spread across her lips as she looked back at Walter with her half-lidded gaze.

"Fuck me!" Chrysalis demanded, blushing darker, secretly surprised at her involuntary command, her eyes enlarged slightly as Walter pulled away, pulling the zipper of his jeans down slowly, exposing his thick and fleshy slab for her eyes to see.

She moaned lustfully, grinding her hips on his cock while he tenderly rubbed the tip and shaft of his fleshy rod against her drenched marehood, marinating his member with her sopping juices, driving the changeling Queen more and more crazy the longer he didn't plow his hot shaft deep into her womb. Then, he did something unexpected that caught her off guard... He went for her ass.

He was lubing his dry cock with her juices, preparing it for penetrating her hole of taboo, gasping as the head of his thickness prodded her anus that was still moist and relaxed from his tongue prodding it just moments ago. The slight sting of pain and pleasure shot through her anal ring as the helmet of his throbbing flesh slab began to push into her forbidden hole, making her jolt forward as the first few centimeters of his thickness pushed inside her hot ring.

"W-Wait! Why in my ass!?" Chrysalis exclaimed, looking back at Walter with surprise.

"Because, I think it's about time I give you payback for teasing me for the past few months..." Walter replied, a sly grin forming on his lips.

There it is... That darkness, it was strong in his eyes... Now all I have to do is-- AHH! Chrysalis' thoughts were interrupted once Walter's throbbing cock plunged deep into her ass, making her fumble forward, nearly falling off the desk as he toes cringed at the intense sting of pleasure and pain, the warmth of his fleshy slab filling her anal sleeve for about ten inches deep before her ass cheeks, which were held apart by Walter's firm hands, slapped loudly against the base of his groin, his backup singers rested against the the bottom of her marehood, slapping her damp folds with each deep and slow thrust he pumped into her.

She wanted to scream in ecstasy, however, Walter's hand reached around and clamped onto her muzzle, silencing her cries of pleasure and pain fused into one primal yell of bliss. He thrusted his fingers past her lips and into her mouth. Almost instantly, his thick fingers were greeted with her slender and soft tongue that wrapped and slithered around each one while her lips pursed against his thick feels as they invaded her mouth, sucking on them obediently while her tight, once virgin, ass was plowed by Walter's fat cock.

If Walter was a normal sized human, then perhaps she would be more durable against an assailing of her naughty anal ring, however, due to Walter's vast size and physique, the momentum of his substantial gut and bulky thighs provided much stronger and powerful thrusts. The only thing keeping her from flying off was Walter pressing his gut against her back, mounting her like a prize horse, fucking her like the bitch she was.

"Ha-...Jah-...Fah~!!" Chrysalis panted, moaning through the fingers that were kept within the warm chambers of her maw, her once half-lidded eyes now falling low, leaving only a thin line of white lied behind the coat of tears that formed from the sting of being penetrated, which was far gone now, and replaced by a burning hot pleasure that thundered rambunctiously throughout her body. If her eyes were open, one could see that they were rolled back into their sockets. She couldn't do anything, she was engulfed with pleasure, the only thing she could do right now, was lie there and take it, her tongue simply lulled out of her gaping maw while Walter's fingers fondled it between the tips of his feelers.

Walter grunted, gritting his teeth as his thrusts began to quicken in pace, increasing to immeasurable speeds. Chrysalis could feel about fifteen thrusts per three seconds. The sudden increase of vigor caught her off guard, making her yelp in both pain and ecstasy, her tongue lulling around haphazardly while her eyes rolled back even further. Her hips bucked wildly as she felt a thick syrup-like liquid trail down her legs. She had came, and her marehood juices were flooding into a small puddle below her. The hot wet slapping noises of her ass being ravaged elicited rapid-fire moans and yelps of bliss and ecstasy, she formed a wide grin on her face, her expression falling into the category of fucked silly.

Her bliss skyrocketed once she felt a sudden burst of hot thick cum fill her anal depths, pouring into her like a fire hydrant, filling her full of warmth and tingling pleasure. Walter grabbed her by the shoulders, pulling back, making her fall further onto his throbbing flesh slab as he released his seed into her. Desperately, she clenched her asshole and jiggly round ass cheeks, moving her hips in a circular motion in the attempts of milking his thick shaft of every drop of cum that his balls could provide.

"Are you still hungry?" Walter asked, sounding slightly winded, looking down at her with a prude smirk.

"No shanks, Ish full~!" she cooed back, suckling on Walter's fingers while he teasingly moved his hips in a circular motion, making all his hot seed slush around inside her while they both remained in that position for a few minutes trying to catch their breaths-- Chrysalis more than Walter.

( End of flashback :P )

"Those were some good times, weren't they?" Chrysalis chirped, humming blissfully.

"Uh, yeah... Sure" I replied, blushing darkly, lowering my eyes.

"What's wrong Walter, you seem flustered~?" Chrysalis purred, leaning down, breathing into my ear.

"Well... Yo--"

"How will you ever prepare yourself for today's events if you're so distracted~?" Chrysalis asked, interrupting me, running her hands along my chest.

"I would be able to get ready faster if you weren't fondling me" I deadpanned, grumbling a bit as I looked up at her.

"Aw, you're no fun~" she fake pouted, puffing out her lower lip.

"Yeah that's me, Mr. No-Fun-For-You, now can you please let me get out of the shower?" I grumbled, furrowing my brow into a light frown.

"Aw, I came in here out of pure generosity to wash your back though~?" she retorted, placing her soft hands on my shoulders.

"Then wash my back, with your hands this time!" I shot back, tightening my grip on the knot of the towel that gave me the little shred of decency I had left.

Chrysalis simply harrumphed, puffing out her cheeks in fake pout before grabbing a wash cloth and soaping my back with squirts of wondrously scented slime, basking it along my upper back with her hands before dampening the cloth with water. After the cloth was wet enough, she slapped it between my shoulder blades, rotating it her scrubbing diameter clockwise at a slow rate, circling around at a certain length for about five or seven strokes before increasing her range.

I let out a soft sigh of satisfaction, closing my eyes, letting Chrysalis work her magic on my back as I leaned against her slightly, staring up into nothingness with my closed gaze. Chrysalis hummed happily behind me, washing any grime or sweat that may have gathered on my back. While we were reminiscing, she had sneaked into the shower behind me, thus the previous conversation ensued.

I didn't really mind if she joined me, what I did mind however was her curious hands. I know back then I wouldn't hesitate to rut her brains out, but I just turned nineteen today. I needed to start thinking of future things, although I didn't mind harmless fun here and there, I needed to be more select with who I stick my dick in, and keep my lust firmly and strictly under control... The girls back at SRA or Chrysalis certainly didn't make it easy for me to do that though.

Speaking of which, I wonder how the girls are doing back home. They're probably worried out of their minds, considering how xenaphobic they are of most changelings, I expected them to barge into the room any moment dressed in fancy armor to rescue me like some damsel in distress. Hopefully, they were smarter than that... Hopefully.

"Something on your mind, Walter?" Chrysalis asked, slithering her fingers onto my shoulders, massaging the tension away from them.

"No, nothing important" I replied, keeping my eyes forward.

"I can sense that you're feeling concerned, anxious, and a bit flustered" Chrysalis spoke, wrapping her arms around me, her bare breasts pushing firmly against my soapy back.

"Hng!" I yipped, curling my toes a bit, blushing as I looked back at her.

"I thought I said--"

"Oh hush it, just tell me what's bothering you" Chrysalis spoke, flicking my forehead.

"I'm worried, for you, for all your subjects... Changelings in general, really" I replied, sighing as my gaze met the floor littered with a thin pool of water and patches of soapy suds.

Chrysalis paused for a moment, staring blankly into nothingness for a few brief moments before snuggling closely into my back, nuzzling my neck with her muzzle while she leaned against me.

"Where did that come from?" Chrysalis asked, closing her eyes, leaning into the one-sided embrace.

"I'm worried that the girls, Twilight and the gang, are going to do something stupid, even after I told them everything was fine" I sighed, causing Chrysalis to chuckle.

"They're mere children, they are bound to make mistakes" she replied, rubbing her cheek against mine.

"I'm younger than them, how does that make sense?" I inquired, looking over at her.

"The difference between you and those girls, is that you weren't allowed a childhood... You were expected to be a man since the day you were born... I wouldn't recommend it to new parents, for its no life for any child to withstand... However, from your misery, you've gain strength... I mean look at you now" she spoke, rubbing along my torso and arms.

"I may be big and powerful... But... I just feel so small" I replied, letting out a sigh.

"Walter..." Chrysalis spoke softly.

Just then, Chrysalis firmly grasped my by the shoulders, turning me around. Before I could open my mouth to question her antics, her lips were pressed against mine. My eyes widen in surprise, but gradually, I fell into the rhythm of the kiss, leaning closely, wrapping my arms around her as I pulled her in closer.

We both kissed and cuddled for quite a while, I could feel a familiar emotion boiling within my chest. I knew what I wanted to do, but I was hesitant to do so. Like I mentioned before, I needed to control my dick, I needed to segregate mindless lust from the control of my bodily function. I guess Chrysalis could sense this, because she pulled away. Instead of a sour reaction, I was surprisingly met with a smile, Chrysalis' eyes gleamed with mirth.

We stared into one another's gaze for quite a while, exchanging countless silent words within each others eyes, at least until we were interrupted by a series of knocks on the bedroom door. Chrysalis groaned, breaking her gaze away from me as I awkwardly stared at the ceiling while she stepped out. She wrapped herself in a silky red bath robe and made her way to the bedroom door, tucking her mane into a bun while she answered the door.

"What is it?" she hissed, mostly upset for our moment being interrupted.

"My Queen, we have finished Sir Barnes' armor" the changeling servant informed, bowing timidly.

"Oh... Excellent, bring it in!" she spoke, her voice changing from that of a stern and agitated to excited and joyful.

I couldn't see much of anything, since I was still in the shower. I simply rinsed the rest of soap off of my body and turned off the faucet, ceasing the water flow from the shower head. I stepped out of the ledge of the bath tub, shivering from walking through the invisible wall of cold air. I quickly grasped a few towels, wrapping one around my waist, using the other to dry my face, and the other to lay down on the floor so the bathroom tile didn't get slick.

After drying myself off, I slid on some boxers and a white tank top to provide ample decency as I stepped off into the main bedroom, not caring to close the bathroom door behind me as I approached Chrysalis, who had a strange rack looking device holding up a rather intimidating set of medieval looking armor, like something you would see out of the Game of Thrones, or some medieval RPG. I observed its features in awe, my mouth hanging open slightly as Chrysalis stepped to my side, smirking, observing the armor along with me.

"So then, lets get started" Chrysalis spoke, grinning widely.

Author's Notes:

I tried to make this chapter extra long in a way of making up for how long it took for me to post it, so sorry again for the delay >.<

Chapter 13: Off The Rails (Part One)

I narrowed my eyes down at the cell phone in my hands, I've had it shut off while I was working with Chrysalis, and so far it has not stopped flaring with that annoying notification beeping. I let out an annoyed sigh, watching as the small little screen on my phone was lit up constantly with messages from all the girls back at SRA. Sure, I've been friends with them for a few weeks, but god damn when did they become my mom? I honestly don't comprehend why they're so worried, sure Chryssie is a bit rough around the edges, but she's easy to warm up to once you know the mare.

I grumbled loudly, furrowing my brow. I cant take this shit anymore! I quickly flipped my phone around, undid the latch on the back of it, and yanked out the battery. I would cross their bullshit river once that time comes, but until then, I have other matters to concern myself with. For instance, this fucking chain-mail is pulling my body hair! I winced softly at the multiple pinches of hair being pulled by cold chain-link under-armor. I seriously can't wait to get out of this outfit, it's hot as fuck in here!

I used my hand to fan myself through the helmet's exposed areas, occasionally standing under the air vents just to cool down my body temperature to a manageable level. It wouldn't be that long until I could leave, I was just waiting for Chrysalis in the chambers she prepared for me during my stay here.

Just in case there's some confusion so far, let me clear things out by explaining the situation. Chrysalis brought me back to her hive to pose as her husband; take a few pictures, videos, enough evidence to get her mother off her back about marriage. I figured they could discuss it like adults, but apparently Chrysalis' mother is the kind of pony who would resort to physical violence if she can't win an argument, so I understand if Chrysalis wanted to use another route to avoid waking the horde.

I knew how my mother got sometimes, when she was still... Well, nevermind. I just rolled my eyes at the antics of the girls back in Ponyville, I knew sure as hell that I was going to get an ear-full from them once I returned. I honestly didn't get the whole conflict between ponies and changelings, and why Chryssie is such a 'bad pony'. I mean, sure when I first met her she was... Well, it's hard to put into words, but I knew for sure she wasn't a happy camper- at least until she started jumping in my pants from time to time. I guess that the only thing she really needed was a companion, and I apparently filled that gap for her.

Let me just say, that my relationship with Chryssie isn't entirely serious. Sure, we may act very 'close', but we both know that our relationship would prove more troubles than either of us could bear. I mean, I was under-aged when me and Chryssie first became... Intimate with one another. Sure, she's a monarch who can bend the rules within the confines of her hive, however, that doesn't mean it would sit right with her own subjects, or many of the civilizations around her. Plus, there was the whole unrest between changelings and ponies, and my sexual relations with Chryssie would only prove to be a disadvantage in the case that our intimacy gets leaked.

All-in-all, if it were a different time, different place, different settings; then perhaps me and Chryssie would have an open relationship, but unfortunately that's not the case, and we both solemnly accept this fact... Although she seems more torn about it than I. Now, regarding the fact that our sexual relationship would have to keep secret from the masses, I knew sure as hell that the girls wouldn't go blabbing their mouths over this kind of business, they would inform Celestia no doubt, but to avoid unrest, Celestia would keep this information secretive as possible.

After contemplating for a few moments, I was suddenly stirred by the abrupt opening of the chamber's doors. I saw Chryssie canter in with a happy expression on her face, smiling ear to ear. I couldn't help but give a confused yet sincere smile back, standing from my seated position on the edge of the bed, standing a few inches above her chest level, meeting my eyes with hers.

"So?" I inquired, allowing the mare to give me an affectionate peck on the lips.

"Well, I sent the pictures, videos, and so on all to my mother via teleportation, and it seems to me that she's satisfied!" Chrysalis chirruped, embracing me closely, involuntarily stuffing my face between her breasts... Or so I think.

"I'm glad to hear, I haven't heard much of your mother, but I know for damn well not to provoke a mother's scorn" I chuckled, giving her a firm squeeze before releasing her from the embrace.

"Yes, it's just unfortunate that you can't stay here longer" Chryssie spoke with a playful pout, walking over and laying on the bed with me, staring blankly up at the ceiling along with me as we spoke.

"Well, you know, you could send me invites whenever you feel lonely" I spoke, smiling over at her.

"I'll take you up on that offer~" she chuckled, returning a smile of her own.

"Say, I heard of the incident at Bedrock Bay, you doing alright? How's your nose?" Chrysalis asked, feeling my face gently.

"It's healed up well, I managed to break it back in place before I got to the hospital" I chortled softly, grinning at Chryssie's fondling of my face.

"I heard you fought against a minotaur, and against multiple other trained bodyguards that belonged to Prince Blueballs, I even heard that you gave him a small thrashing too?" Chrysalis chuckled, sounding quite pleased with my past antics.

"Royalty or not, I could give a fuck less; fuck with me, my friends, or anyone- or anypony, that I care and love- my wrath will not be too far away" I stated with a gentle sigh, running my fingers through Chryssie's blue-ish green hair.

"That's what I love about you~" Chrysalis chirped, snuggling closer to my chest.

For the longest while, me and Chrysalis talked and cuddled with each other, spending as much time as possible before my departure to the small train station that she was able to establish a while ago that connected to the small train route that stretched from Canterlot, to Ponyville, and straight to Ricksford village. We continued to lay there for the longest while, that is until Chrysalis recieved word that the train had arrived at the station. Me and Chrysalis shared our fair amount of X's and O's before finally departing.

I had a strange feeling when I boarded, it was incredibly silent, aside from the small fair-well party that Chrysalis, along with many of her guards were throwing at the station while the train left. I had the feeling that the guards had no other choice, either way it gave me warm feelings. I made sure Chrysalis and her array of guards saw the look of satisfaction on my face as I waved them goodbye out the small window by my booth. I then leaned back into my cushioned seat, letting out a sigh.

"That was a hand full..." I chuckled softly, smiling as I stared into nothingness.

It was hours later when I awoke from a brief nap when I realized something odd, nobody- nopony- was seated in any other booths other than the occasional staff member that would come by, offer me a few things then return to their duties elsewhere. Perhaps Chrysalis made sure I had my own personal train cart? I wasn't sure either way, but that's just what I assumed. After a while of utter silence, I became oddly paranoid, the reason: silence, pure deafening silence, other than the sound of the train moving along the tracks. If there were other passengers on this train, I would at least here muffled chatter of some sort... But I heard no such thing.

Needless to say, my curiosity got the better of me, and I immediately rose from my booth. I glanced around, becoming more and more unsettled the longer I soaked in the eerie silence. I shook my head clear, and moved my way towards the door that opened into another train car. However, when I noticed voices speaking behind the door, I slowly eased off to the side of the door frame so I couldn't be seen through the door's window, listening carefully to the muffled voices.

"I'm not sure about this, Rain Drop..." one human male spoke, his voice seemed very nervous.

"Listen to me Stewart, if we pull through with this, then we'll be paid enough to move on and settle down. Besides, Blueblood had given the bandits strict instructions not to harm staff, including us" the alleged Rain Drop replied, "Plus, you'll have more than enough money to pay for our daughter's treatment, just remember that" Rain Drop added, giving Stewart a kiss on the lips.

It wasn't too abnormal for human and pony crossbreeding. The human-pony offspring often resembled a normal pony only with more human features than average ponies, such as a shorter muzzle, canine teeth, and a lot more agility than both humans and ponies- considering human abilities spliced with pony abilities adds together to make quite the interesting specimen; however, that wasn't really important at the moment... What was important, is that something was completely off- the mentioning of bandits obviously threw up a variety of red flags, the mentioning of Blueballs made every single flag I could muster shoot up faster than a straight man sobering up after realizing he's in a gay bar.

I quickly backed away, unsure of what to do right now, my mind was racing. But before long, my thoughts were interrupted when the train came to a sudden screeching halt, nearly throwing me to the floor. I quickly regained my footing, and shot my face to the nearest window. I peered outside, and my blood nearly froze when I processed what I saw.

There was about thirty or more bandits, armed to the teeth with impressive high-grade weaponry, approaching the train with their weapons aimed directly at us...

Author's Notes:

Sorry for the short chapter after such a long time without an update. Long story short, life is being a cruel bitch to me right now, and it's taken all my strength just to get out of bed each day. I hope this can fill your bellies for the time being.

Chapter 14: Off The Rails (Part Two)

I narrowed my eyes, watching as the bandits approached. Out of all the times I practiced this kind of scenario in my head while thinking in the shower, why do I find myself utterly lost when something like this actually happens! Gah! And I sure as hell knew I had no time for a shower, that's for sure.

I quickly hid when I heard the door on the other side of the train cart that the human and mare were end burst open, followed by multiple bandits, and apparently their leader: a tall lean mare, perhaps six foot two inches; her body was well toned; she had a dark gray fur coat, a white mane, and cold silver eyes; she was dressed in a black cut off sleeveless tactical leather vest with pouches for small varieties of gear over a white tank top that reached just above her abdomen, exposing her well defined abs; she wore black military tactical pants with all sorts of compartments capable of holding clips of ammunition, knives, and multiple other varieties of gadgets; her gloves were black, leather, fingerless, and had small spikes on the knuckles that I wouldn't very much like to come in contact with any time soon.

My blood went cold when I realized what kind of weapons she had... Magnum Research IMI Desert Eagle 50. Cal, capable of punching holes through pretty much anything that isn't heavily armored, like a tank for example. This thing could shoot through a moose and possible through multiple other objects behind it, like me for instance. Strapped to her back was a F.G. 42, a machine carbine used by Germans throughout World War Two that shot 7.92-mm Mauser rifle ammunition. It may be an old weapon, but it sure as hell could do its job in cutting me in half. And before you ask... I'm a bit of a gun enthusiast.

I bit my lip, holding my breath, trying everything I could to keep myself hidden as the alleged leader of these bandits approached the human and the mare.

"Is this the bloke we're lookin' for?" she spoke towards one of her subordinates with a bit of a Scottish accent.

"I don't think so boss, this guy doesn't match anything from what we've heard from our employer" the subordinate she spoke to replied, a stallion with a simple chestnut brown fur coat, and a darker shade of brown mane along with grey eyes; he was dressed in casual merc attire.

"Hmm, how much do you think we'd get for him on the market? He doesn't look half bad" she spoke with a grin, making the human sweat profusely.

"T-That's not a part of the deal! The guy you want is in that train cart over there!" Stewart pleaded, pointing towards the door that led to my train car.

"Why would our employer care about measly sods like you? I know plenty of mares and stallions who'd pay to have a piece of tail like you in their hands, your girlfriend there as well" she chortled, causing the human to pull Rain Drop closely to him, glaring at the bandit mare with a look that could kill.

"Oh, looks like this sorry sod grew some balls, good for you!" the mare laughed, raising the large .50 cal handgun to the man's face, a wicked smirk crossing her lips.

I've had about enough of this...

I stepped back a few inches before raising my right foot up, and slamming it against the locked door, sending it flying off its hinges along with broken debris from the door as it flew across the way and skidded by the bandit mare's feet. She jumped back a few feet, quickly aiming her gun at me along with the four subordinates she had with her. I didn't show any of the nervousness that I was feeling, I kept an unreadable expression as I approached, towering over the bandit mare, and pretty much everybody- everypony- in the train car.

"I believe I'm the man you're searching for... So unless you want an unnecessary blood bath..." I leaned close to her face, wearing the the most ghastly expression I could. "Then I suggest you take what you were hired to take... Nothing else..." I growled lowly, as her eyes explored mine.

"Very well... What's your name? Our employer only referred to you as fat ass" she spoke with a grin.

"Walter Theodore Barnes..." I spoke, furrowing my brow. "And yours?"

"Call me Red, that's all you need to know" she replied, stepping closer, pressing her chest to mine competitively.

"Okay then Red, how about you dust the sand out of your cunt and actually take me away?" I spoke with an inane grin.

"Careful what you spew out yer mouth there boy, or I'll give you somethin' to occupy it!" she retorted, grabbing her crotch as a gesture as to what would occupy my mouth.

I simply scoffed, rolling my eyes before walking with her towards where she came from. However, my ears twitched when I noticed the clicking of weapons from the four subordinates. I quickly turned around, my eyes widened when I saw that the mercs were actually raising their guns to Stewart and Rain Drop, switching their weapons off safety. I gritted my teeth, and quickly rushed over, clotheslining the back of their heads, sending them to the ground. I quickly removed the two disabled mercs of their weapons, standard M4 carbines with miscellaneous attatchments. Before the other two guards could react, I whipped their jaws with the butt of each M4 I obtained, knocking them out cold. I then quickly turned around, raising the barrel of the M4 in my right hand to meet the face of the bandit mare, who in return rose her .50 cal hand-cannon to meet with my face.

"Did I fucking stutter?" I growled, narrowing my eyes.

"Heh, you're more better than I thought, where'd you learn to move like that?" she asked, an amused grin on her muzzle.

"Grand Theft Auto" I replied, causing her to pause for a moment, before breaking out in laughter.

"You're fuckin' hilarious, kid. Alright then, I'll leave those two sorry sods alone, so how about you lower the gun before my men turn you into Swiss cheese?" Red spoke, gesturing to the multiple mercs outside who had their sights aimed at me through the window.

I scoffed softly, tossing the two M4's I had onto the ground, never breaking eye contact with Red. I glanced back at the two whom I protected, noticing their eyes of surprise, confusion, and awe- as if internally questioning me why I helped the two people that assisted with my capture. I wasn't angry at them, I was just disappointed- doesn't mean they deserve to die. I returned my gaze to Red who know had a handcuff latched onto her wrist, and mine. Surprisingly, she had a rather impressive amount of strength to lug me around. I had to quicken my pace of footsteps to keep in a steady movement with her as she led me out of the train.

"Rain Drop..." Stewart spoke softly, looking over at the mare he loves.

"Yes... Stewart?" she replied, her expression matching Stewart's solemn stare.

"What have we done...?"

Chapter 15: Descent into Hell

I let out an audible groan, tumbling onto the dirt floor of my caged enclosure, casting a poisonous stare over at Red who stood at the entrance of the cell, closing the door behind her. There wasn't anybody necessarily around, aside from the guard that stood posted by the enclosure's entrance. The bitch kept making comments about weight, and so in return, I made a comment about her flabby rank vag... And so here I am, laying on the floor of an animal cage with some sadistic mare staring at me like it's lunch time.

"So here's the deal, kid" she began, walking towards me, twirling the handle of her whip around in her palm as she knelt down a few inches away from my face, grinning. "You're going to be fighting in the pit to earn another day of life, and if you lose more than four pit fights then that's curtains closed... And I would've been nice to allow you to have freshly cooked meals... However, since you have a big mouth, I've decided one thing... In order to eat food, you must eat me first... And your quality of food will be dynamic with how good you are at eating me... Understand?" she chortled, forcing me onto my back, straddling my chest, placing her crotch inches from my face.

"You gotta be fucking kidding me..." I mumbled, glaring up at her with disgust.

"Does it look like I kid?" she grinned, grabbing my hair, pinning my head down with one hand while she unbuttoned her trousers with the other, grinning as she tugged her trousers down a few inches past her knees, exposing that she only wore a black laced thong with pink stripes. I blushed slightly, then tried to look away but was quickly forced to return my gaze to the soaking wet panties.

"It's not everyday that I get some cocky sod like you, speaking back to me with such defiance, unaware of the many ways I can break you... I fuckin' love it... You make my cunt so moist you don't even realize it..." she grinned, her eyes having a psychotic gleam within them.

"Bitch..." I growled, only to earn a laugh from her.

"That's it kid, keep talking dirty to your new master!" she spoke, forcefully pressing her moist crotch against my face, making me groan in discomfort of how rough she was grinding on me.

"U-Uh, boss?" the guard at the front of the cage spoke.

"What is it, I'm busy here you know!" she snapped, glaring over at him.

"Um... You do know he's under age, right?" the guard stated, causing the boss to tilt her head.

"What's the legal age?" I was able to muffle out.

"Twenty one" the guard replied, while Red moved her crotch out of my mouth.

"How old are you?" she asked, peering down at me.

"Nineteen" I replied, trying to get that funky ass taste out of my mouth.

"Oh? So young and yet so big? That makes it even more arousing..." she spoke with a wide grin, placing her drenched crotch back onto my mouth, forcing me to take as much of I could of her crotch into my maw while she grinds against my face.

"B-Boss!" he spoke, looking sincerely shocked.

"Shut it, fuck head, just so you know we're bandits, I don't give a flying fuck if this oaf is under aged, I'm gonna make sure he gets what he deserves!" she barked, glaring at the guard.

"Y-Yes Boss..." the guard muttered, turning a blind eye, seeming completely uncomfortable with the whole thing.

"Now then boy... Go to work" she spoke, sliding her panties aside, exposing her dripping marehood that leaked onto my face.

(-)

I sat in the corner of the enclosure, staring blankly at the tray of food that sat before me. To be honest... I had no appetite, not after what that... Bitch did to me. I only used the water and a few spices from the tray of food to wash that wrank ass taste from my mouth. The longer I stared at the food, the longer I became disgusted for what I had to do to get it. Quickly, I used my foot to shove the tray away, hugging my knees closely to my chest as I stared blankly at the spot where the tray used to be.

"Oi, slave!" a guard barked, approaching my cage- I barely gave him any attention.

"Did I fucking stutter? Slave!" he banged his baton against the cage, drawing my attention towards him.

"The fuck do you want asshole?" I growled lowly, standing to my feet, towering over the guard by at least a foot.

"Watch your tongue, ape! It's time for you to earn the right to live another day!" he snarled, tossing shackles in through the gaps of the cage's bars. "Put those on!" he ordered, impatiently tapping the baton against his empty hand's palm.

I scoffed, not intimidated by this short little shit at all. I placed the shackles on, securing them enough to satisfy the short prick before he opened the door, and ordered me out of it. I complied, though I did in fact exchange a few colorful words with'm. I was brought through the entire camp, passing by a few other captives in cages that stared at me observantly- either to size me up or just out of curiosity, I couldn't tell either way.

Before I could get any more sight seeing, the walk was cut short when I noticed something out of the corner of my eye... There were multiple mercs, perhaps six or seven of them- hard to tell- gathered all around what seemed to be a griffin, struggling against them all. The mercs abused the hen, smacking her around each time she tried to push them away. When I noticed the shredded clothing, I pretty much knew what the fuck was going on.

"Hey, ape, did I say you can fucking stop!?" the small guard barked up at me, slugging his baton against my back, breaking it upon impact- a look of sheer horror came across his face once he saw his current abuse device shatter into splinters.

"My turn!" I growled, slamming my head against the guard's armored skull, denting the helmet inward, knocking the little fucker out cold.

I returned my glance to the six or so stallions forcing themselves on the griffin hen, only boiling my rage at a higher temperature. I quickly charged over, letting out a primal roar of fury as I slammed like a rhinoceros through a small pack of jackals, trampling them all to the ground faster than they could initially react. I stood defensively in front of the hen, glaring at the mercs as they slowly recovered.

"W-What're you doing!?" the hen choked out, whimpering slightly in fear as the guards rose up.

"Saving your hide" I retorted, narrowing my eyes at the rehabilitating stallions.

"W-Why?" she asked, looking confused.

"No time for questions, use your talons to cut the rope connected between my shackles!" I demanded- she quickly obliged, in fear of what might happen if my arms weren't free by the time the assailants reoriented themselves.

Just as the rope binding that connected my hands with iron shackles was cut loose, I was able to block a punch thrown by one of the mercs, catching it with the iron shackle, shattering his hand with a sickening series of cracks. He went down, screaming in pain as he held his broken hand. One down, five more to go. One of them raised their handgun, a M1911 .45 cal- it wouldn't be a pretty makeover if that thing landed a bullet in my face. I quickly grabbed the merc's arm, bending his wrist, forcibly dropping his weapon.

Before he could retaliate with his other free arm, I got a firm grasp of his forearm and rotated his elbow to the point where the bottom faced upward and the inner elbow faced downward. With a powerful blow, I was able to snap his arm into a V-shape. Before he could let out a cry of pain, I slammed my head against his, busting his muzzle inward, sending him to the ground unconscious.

Acting quickly, I yanked the 45. from the ground, bringing it up and shooting each of them quickly in the leg. My father was a gun geek like me, he would always bring me to the range and teach me how to operate a variety of weapons. I guess this is where I put my training to good use. I was able to pop off a few rounds into three of their legs, disabling them for the time being, now there was only two left. I raised the recently obtained pistol and kept it aimed firmly at the remaining two, who held up their hands, glaring poisonously at me.

My blood went cold when I suddenly felt an arm wrap around my neck from behind, and the sensation of a cold barrel pressed against my neck only roused goosebumps along my flesh. I slowly moved my finger off the .45's trigger, lowering it before disarming it and tossing it aside. I then felt two large flesh mounds press tightly against my back.

"Well look at this, you're getting so friendly with my men" Red awed in sarcasm, snickering softly as she trailing the barrel of her gun down into my pants, pressing it firmly against my business.

"I couldn't help myself" I replied with similar sarcasm, causing that satanic grin of hers to widen even more.

"I see your reputation proceeds you" I heard a familiar voice speak, causing my blood to boil all the more wildly.

"You..." I growled, glaring over at the pompous prick who hurt Rainbow Dash.

"Hello, Mr. Barnes... It's a pleasure to meet you again" Blueblood spoke with a grin.

Chapter 16: Calm Before the Storm

Close to a month has passed since Walter was taken away right before AJ and RD's very eyes by the notorious changeling monarch: Queen Chrysalis. Even though Walter had called later on in the day and alerted Twilight that everything was okay, and that he would return within a day or two- things started to seem off after a week passed and there was no sign of Walter. Even though she had promised Walter she wouldn't drag Celestia into this, Twilight along with her friends agreed that their alicorn sun monarch had every right to be involved in this matter, now that there was a missing person incident.

Twilight along with her friends sat patiently, yet eagerly, in the booth of the train that lead directly to Canterlot. Fluttershy hid her face behind her mane, hugging her knees while leaning against the back of her seat, her lip quivering. Rarity sat beside Fluttershy, embracing the solemn cream colored pegasus within a gentle hug, gently stroking her mane in comfort. Twilight was comforting Pinkie who was sobbing quietly, laying her head on the purple alicorn's lap. Rainbow Dash and Applejack sat on the booth across from Twilight, Rarity, Fluttershy, and Pinkie Pie, both of their gazes lost in the passing scenery outside their window.

Twilight, after a week of Walter's disappearance, had notified Celestia of the matter. Ever since then, Celestia has been turning Equestria inside and out with multiple search parties, pegasi combing units, all which yielded no results. The girls were losing hope little by little, however, Celestia had called them to Canterlot Castle, hopefully with some news about Walter.

"I should have tried harder..." Dash spoke under her breath, her gaze furrowing into a frown while she focused on her own reflection in the window.

"What'ya mean Dash?" AJ inquired, shifting her gaze to her cyan rainbow-maned friend.

"I mean... I was too slow, too weak... I couldn't save him from that bitch..." Dash obliged AJ with an answer; AJ gave RD a sympathetic stare before sighing softly.

"Dash, don't blame yourself for something that is completely out of our power..." AJ spoke, a look of concern adorning her features.

"I can't help it... I mean, he was right there, and so was she! I could have--" Dash was cut off by Twilight clearing her throat, drawing the cyan mare's attention.

"You could have what, Rainbow Dash?" Twilight asked, a stern look on her face.

"I don't know! Anything besides sit there with my mouth agape like some sort of scared little filly!" Rainbow Dash replied, gritting her teeth.

"Rainbow Dash, I admire your vigor- however, Chrysalis is a being far more powerful than you. She was capable of overpowering Tirek when he threatened her kingdom with invasion. She is powerful in every way, its safe to assume she may even rival Celestia's power. You couldn't of done anything alone, even with all six of us against her it would still be difficult" Twilight explained to her distressed friend, her gaze softening.

"Why Walter... Why him?" Rainbow Dash choked out, covering her mouth, hiding her teary eyes behind her rainbow mane.

"I'm not sure... From what it sounded like over the phone, Walter and Chrysalis have history with each other- long since before he met us it seems. But that's what confuses me... If Chrysalis and Walter share a close relationship, past lovers or just close friends- then why on Celestia's green Equestria would she have ill intentions for him?" Twilight spoke, a deep expression of contemplation yielded her features.

"Yeah, that's what I don't get either" AJ added in, moving over to sit next to Rainbow Dash, comforting her like Rarity comforted Fluttershy.

"There's something fishy going on... And I think Celestia's catching onto it since she called us out here to Canterlot" Twilight stated, gently rubbing Pinkie's shoulder as the solemn party mare- her mane deflated- slept soundly with her head rested on Twilight's lap.

Later that evening after arriving in Canterlot, Twilight and her friends were greeted by Celestia's hoof-picked royal guards, whom of which escorted Twilight and her friends through Canterlot, making their way towards the castle gradually. The main six's solemn air seemed to be infectious, for all those who passed by the six girls that noticed their saddened expressions, they also adopted a saddened visage, concerned for the notorious main six's well being.

Celestia greeted the main six at the front entrance of the royal castle, giving all of the girls a comforting embrace a mother would to her distressed children. They all accepted their alicorn monarch's embrace, a few sniffles were heard here and there. After the greetings were over with, Celestia gave them all a soft sympathetic smile.

"Come, girls... I will explain to you the findings my royal guards have uncovered over the past two and a half weeks" Celestia spoke, guiding the main six through the corridors of the castle, bringing them to a small conference room. After the door closed behind them, Celestia casted a silence spell on the entire room, meaning nothing could be heard outside that room. She then took a seat on the large chair at the end, comfortably settling her nearly eight foot stature within the large office chair.

"Please girls, take a seat" Celestia spoke, gesturing to the seats surrounding the large council table.

The girls all nodded and obliged Celestia's request, taking seats across from each other, directing their attention on the alicorn sun monarch before them. Celestia took in a steady breath, before narrowing her eyes in a serious manner.

"I've found out where Walter is, and who is keeping him captive" Celestia spoke, causing all six of the mares to gasp.

"What!?" all the girls shouted in unison, before quickly reforming themselves, a sheepish expression on each of their faces.

"Sorry about the outburst, but this is really good news! Where is Walter, who is holding him captive?" Twilight asked, speaking on behalf of her five other friends who nodded in agreement to Twilight's question.

"I think the one who informed me of this information is better suited to answer your question" Celestia spoke, glancing over to her right where a ball of green and black fire emerged, growing in size before dissipating, revealing the well known visage of the changeling monarch: Queen Chrysalis.

All of the girls went silent, their eyes widening. Rainbow Dash gritted her teeth, her eyes flaring with rage. Before any of the main six other than RD could react, the cyan pegasus had launched herself at Chrysalis, only to be stopped by Celestia's golden aura. All of the girls gasped at Rainbow Dash's hostile aggression, though Twilight didn't seem surprised.

"Control yourself, Rainbow Dash!" Celestia spoke, a stern look on her face.

"SHE STOLE WALTER FROM US! FROM ME!" Rainbow Dash cried, glaring poisonously at Chrysalis, baring her teeth like an enraged animal.

"Dash, let her speak!" Twilight spoke sternly, causing the cyan mare to glance back at the purple alicorn with disbelief.

"After everything she's done!?" Dash shot back, causing Twilight to grit her teeth a bit.

"You may not like it, I may not like it, hell all of us excluding Chrysalis may not like it- however, if Celestia brought her here, I have faith that she did it for a reason" Twilight explained, causing the cyan mare to contemplate for a moment before letting out a defeated sigh.

Chrysalis narrowed her eyes a bit, an almost sympathetic look crossing her features as the cyan mare returned to her seat, sitting down and crossing her arms, glaring aimlessly at the table. Twilight cleared her throat in unison with Celestia, both of them attempting to resume onward with the conference. The two exchanged a soft smile from their synchronized ice-breaker, before returning their attention to the matter at hand.

"You may speak" Celestia spoke, causing the changeling monarch to nod before shifting her attention forward towards the main six.

"First off, I'd like to clear something. My feelings for Walter are the same as your own feelings for him, maybe even stronger. I've known him for quite a while, longer than all of you, and I'm confident enough to say that he is the first man I've loved in hundreds of years" Chrysalis explained, causing a few hushed gasps to elicit from the main six, a surprised expression adorning Celestia's face as well.

"Now, with that being said, I want you all to know that I wouldn't do anything to hurt Walter. I had no idea that this would happen, and in my findings I've uncovered a few things. Number one, the location: Walter is being held somewhere within the confines of Rambling Rock Ridge east of the Everfree ruins where your encounter with Nightmare Moon was held. They hold their pit fights within the ridge, while their campsite is held within a small tuft of forest south-west of the ridge. I've had my scouts assess the camp, and from what they could gather there are about a hundred or so mercs gathered in the camp while another fifty of them are guarding the pit arena within the ridge. Walter has been spotted there, and he's alive so that's a good sign. But my scouts have also spotted somepony else who we need to be cautious towards..." Chrysalis explained, her eyes becoming sharp.

"Who?" Twilight asked.

"Scarlet Valentine, also known as 'Red Mistress', or just plain 'Red'. She is a half-breed of human and pony, making her excessively dangerous considering her already heightened senses were sharpened by four years of military training from her mother, who was a human that was once apart of Navy SEALS. After her mother died, her father brought her back to Equestria, where she was kidnapped and held hostage for two years by some cult that lived somewhere in Whitetail Woods. Who knows what happened to her, or what that cult did to her- but when she was rescued... She wasn't the same mare that her family and friends knew her to be. Based on what I know about the cult, they tortured her brutally and probably raped her, thus the explanation of her inane personality. She's extremely dangerous, and considering how Walter is... She might take interest in his stubborn rebellious attitude, considering she likes to break people the way she was..." Chrysalis explained once more, causing the main six to shudder, concern in apparent on their faces.

"What's our plan of attack?" Twilight asked.

"There are five-hundred royal guards, as well as two-hundred changeling guards waiting for the order. And since we got a new shipment of weapons from Earth, we should be well prepared to counter any of their own weaponry" Celestia explained, a confident gleam in her magenta eyes.

"On more thing..." Rainbow Dash spoke up, raising her glance to Chrysalis.

"Yes?" Chrysalis replied, shifting her gaze to the cyan pegasus.

"Were your scouts able to see how Walter is doing? I know he's alive but... I want to know how he's holding up" Rainbow Dash said, looking at Chrysalis with pleading eyes.

"Trust me..." Chrysalis began, her eyes narrowing, her teeth gritting. "It's better you don't know..." Chrysalis added on

(-)

"FUCK!" I roared in pain, flying across the pit, slamming into the concave concrete wall behind me, cracking it slightly before falling to the ground on me hands and knees, trying to catch my breath after taking that hid to the chest.

"What's wrong you fat fucking ape!? HAD ENOUGH OF THE BIG HOUSE!?" the minotaur before me roared, a maniacal grin spread across his muzzle. I spat blood at his feet, growling in anger as I tried to push myself back to my feet, only to result in having his fist connect with my jaw, nearly knocking me out cold.

"FUCK YOU!" I roared, forcing my body to produce more adrenaline, charging forward and slamming into the overgrown steroid fucker with the force of a semi, lifting him up off the ground with strain before performing a German Suplex on his horned ass, slamming him into the dirt ground, bending his neck at a slightly odd angle before letting go and rolling away from him.

I struggled to get to my feet and keep balance, blood seeping from my bruised and broken face. I wore nothing but torn off denim shorts that were once fresh jeans that Rarity had made me, and the striped boxers underneath. I breathed heavily, the metallic taste of blood invaded my taste buds, nearly to the point where it made me gag, but I had to stifle that reflex, for I had no time for it right now.

The minotaur struggled to free his horns from the blood-soaked, flesh ridden, rain-soaked dirt floor; groaning and snorting out of pure rage. I took this chance for a second strike. Wasting no time at all, I rushed forward and curb-stomped the back of his head, snapping his horns clean off his skull, causing the gargantuan bull to howl in pure agony, dropping onto his back and holding his head. I quickly yanked up the horns from the ground, gritting my teeth before locking eyes with the enraged minotaur.

"YOU FUCKING APE!" he roared, glaring at me like I fucked his mother or something.

"I'M GONNA TURN YOU INTO STEAK YOU FUCK!" I roared back, charging towards him as he charged me, meeting him halfway into the center of the ring before interlocking our arms.

I quickly got him into an arm-bar, twisting and turning it mercilessly, breaking the bone and tearing the tissue beneath his skin- I recieved a satisfying amount of screams from the bull while I did this. I couldn't help but form a sadistic smirk of victory, feeling that I had this fucker's life, like many of my other past opponents, in my hands. I forcefully twisted the bull's arm until it became limp and awkward, eliciting more pleasant screams from him. I launched a few disorienting blows to his jaw, knocking his teeth down his throat along with a stream of blood. Once I was certain he couldn't tell shit from pudding, I wrapped my arms around his neck from behind, lifting him up high above my head before toppling backwards, arching my back, shifting all the force of the fall onto the bull as he connected with the carnage-infused mud, knocking the wind out of him.

With one of the horns I broke from the bull's skull, I began to repeatedly thrust the sharp point of the horn directly into the bull's chest, penetrating his lungs, his heart, and basically everything within the range of his torso. I wheezed violently, snarling, growling, roaring with utter bloodthirsty rage, a grin spread wide across my face while my fallen opponents blood splatters across my flesh. Once the bull's corpse had been reduced to an overused pin-cushion, I tossed the horn aside, breathing heavily as I rose back to my feet, the deafening roar of cheers from the sadistic audience ringing throughout my ears.

"AND ONCE AGAIN! VICTORY GOES TO WALTER BARNES! MAKING THIS HIS FIFTY-SIXTH VICTORY!" the announcer declared, while a team of unicorn guards levitated me out of the pit with their magic, forming a gurney that lifted me up relatively safe onto the ground above the twelve-foot deep pit where the minotaur's corpse lies.

I panted heavily, forcing myself to my feet after I was lowered to an empty patch of concrete floor away from the pit, trying to regain what composure I had left as blood oozed from the wounds covering my body, including my busted face. I was escorted by two large stallions that were about Big Mac's size to a recovery tent where I would be magically patched up and ready for when my turn comes up again to be thrown in the pit with a new opponent.

I couldn't help but let out a sigh of relief once I was laid out on one of the soft beds that were splayed throughout the recovery tent. Despite those two large stallions being about as buff as me, it was surprising to see them be so gentle and careful- considering that I was a prized possession of Scarlet Valentine, aka: Red, it came to be no surprise to me. I had won her plenty of matches, and earned her bountiful loads of bits, so to say that the bitch was clung to me was a small understatement.

"How's my winner doing~?"

Speak of the fucking devil.

Red's voice crept into my ears like a small snakes burrowing into my skull through my ear holes. I shuddered as her hands rested on my shoulders, her crotch pressed firmly against the top of my head. She looked down at me, smirking, peering over her ample-sized breasts. I simply sighed, staring at her with one of my eyes being bloodshot. She closed the curtains surrounding my resting area, then used an enchanted charm to cast a silence spell around the enclosure, making sure nobody could hear what was going on.

"You were very hot just a moment ago, fighting that minotaur that was twice your size, how does a simple human like you pull off a victory with all the odds against you?" Red asked rhetorically, slowly mounting and straddling my waist, causing me to wince slightly from the pain of my sore muscles.

"Humans will do anything to live, and considering that you have been keeping me from my medication, my definition of 'anything' has been raised to extreme heights..." I replied, glaring poisonously at her.

"Aw, that hurts- you make it sound as if I'm the bad guy" she fake pouted, a wicked smirk trailing across her lips as she leaned down, grinding herself against my crotch slowly while she licked up the blood that stained my flesh- whether it was my blood or the minotaur's blood, I didn't know; nor did I think she cared.

"Do you have to do this every fucking time I win a match?" I asked with annoyance, grimacing at her sick display of lust.

"The fuck does it matter? I'm horny, and I've got a perfectly capable fuck toy at my disposal" Red retorted, grinning as she slid my torn denim shorts down, pulling my limp member from the small hole in front of my boxers, stroking it quickly to get it hard fast- and much to my protest, my member began to harden rather quickly under her firm grasp.

"You've grown quite more muscular since I first got you, maybe all this exercise has done you good~?" Red chimed, grinning as she trailed her eyes along my body.

I'll admit, I have be come a bit more toned since I've been in this hell-hole, though I still retained a bulky physique. I had pretty much lost a lot of my body fat after the first week, considering I ate so little and my body required quite a lot to maintain its large system. I refused to eat, but soon after hunger began to affect my survival skills in the pit, I had no other choice but to eat the grub that was provided, even though I still had to eat Red out to earn each meal- which would lead back to my loss of appetite, I don't know what the fuck is wrong with this bitch but somewhere along the line of psycho-bitch training she forgot how to wash her vagina.

The vagina she was now grinding my dick against.

I groaned slightly, the pain mixed with the pleasure of my dick being teased caused a mixture of sensations to dart through my spine, mainly discomfort. Red gave an amused grin, slowly lowering her marehood down onto my cock after it became hard enough to easily penetrate her sopping wet folds. I let out a loud groan of discomfort as he began to bounce, her moans drowned out my sounds of distaste. She forced my hands to grasp her breasts as she road me, her tongue lulling out of her maw.

It had been a few minutes, and now she was going hard and fast, sending tremors of pain and pleasure throughout my body. I felt a bit nauseous, and it took every fiber of my being to not barf all over me and that bitch Red- although the look on her face would be a sight to behold. I could tell by her sharp inhaling she was about to blurt out something, that is until the curtains of the enclosure was opened, revealing one of Red's personal guards, one of the guards that I knocked out on the train that one day.

"What the fuck is it!?" Red snapped, an impatient look on her face.

"Um, miss, we've prepared the meal that you... Er... Requested" the guard spoke, quickly looking away from the scene.

"What meal?" I inquired, panting slightly, still wincing in discomfort.

"Steak" Red simply replied, a sick smile spread across her face...

My face went pale as I realized what she meant by that one simple word...

Author's Notes:

Walter's new physique. He also has much longer hair and a bit of a beard going on now, forgot to mention that in the story so I might as well mention it here x3

Chapter 17: Conflict (Part One)

"Twilight," Celestia began, approaching the lavender alicorn after exiting her carriage that had just pulled up to the North West border between the Rambling Rock Ridge, and the North East border of the Everfree. "Have you sought out any enemy scouts that may give off our surprise attack?" Celestia inquired, dressed in a armored suit of gold, her ethereal mane tied back in a ponytail.

"Affirmative, Celestia" Twilight replied, gesturing to the two human men that arrived dressed fully in black.

"Who are these men?" Celestia asked, glancing over at them.

"These are members of the Human Embassy Secret Army" Twilight explained, "HESA for short" Twilight added on.

"Your Majesty" the two men spoke in unison, saluting Celestia with stone faces that would put the royal guard to shame.

"At ease," Celestia began, a slight smile purging her lips. "Who might you two gentlemen be?" Celestia asked curiously.

"Private Tom Castle, at your service" one man spoke. He was a tall drink of water, perhaps around Walter's size if not bigger. He had a lean and high dense muscular physique that bulged through the black combat attire that strapped to his body like a second layer of skin.

"Private Frank Clancy, also at your service" the other man greeted.

"Privates?" Rainbow Dash inquired, perking her brow after approaching. "Walter is foalnapped by extremely dangerous mercenaries and this HESA sends two privates?" Dash added, narrowing her eyes.

"I understand your confusion Rainbow Dash, however" Twilight paused, glancing over at the two men, gesturing for them to explain.

"Considering humans are at a high disadvantage due to magic and other sorts of advancements that we may not have- HESA was formed for the soul purpose of protecting human citizens of Equestria, as well as assisting in any situations pertaining to the request of royalty. Only certain HESA operatives are selected by genetically enhanced and or gifted subjects from confidential agencies back on earth, who are then trained from a youthful age in order to combat any forces that may rise, we are also immune to physical magic touch, which means any physical interaction with magic will not work on us" the older man, Castle, explained.

"So basically, every single HESA private has higher ranks than any ground land or sea operative on earth- just imagine how tough our superiors are!" Clancy, the youngest one added on.

"I'm impressed" Celestia spoke, a soft smirk on her lips.

"Thank you, your Majesty" the two HESA privates responded, saluting from respect.

"At ease" Celestia stifled a chortle, amused by their stiffness.

"If I may ask," Clancy began, clearing his throat. "Who is this Walter person we're rescuing?"

"A wonderful person with enough love and compassion to make any mare willing to see past his apposing demeanor fall in love with him almost instantly" came Chrysalis' voice, appearing behind the two men.

They both blinked slightly, unphased, except for Twilight and Rainbow Dash who jumped a bit.

"Oh?" Castle raised a brow of interest.

"He's that and many things," Celestia began, a soft expression rolling across her muzzle. "However, there is something else that has earned my concern greatly..." Celestia finished, narrowing her eyes slightly in thought.

"What could earn your concern about him?" Castle asked.

"His darkness... And the fact that Discord had manipulated Walter's darkness since he arrived here in Equestria as a young boy" Celestia replied, earning a gasp of shock from almost everybody except for Chrysalis and the two HESA privates.

"I'm not surprised, it was that strange chaos energy that attracted me to him in the first place..." Chrysalis explained, scratching her chin.

"So wait, Walter is involved with Discord?! I thought Discord was refined!?" Rainbow Dash exclaimed, earning a nod of agreement from Twilight.

"Unfortunately, upon Walter's arrival, Discord sensed something was wrong and immediately decided to investigate- he could sense that darkness all the way from Ponyville. Once he arrived at the small settlement Walter, his father, and his young sister moved to- he entered Walter's mind... And never came out" Celestia spoke, earning another series of gasps from Twilight and Rainbow Dash.

"It seems that Discord was consumed by Walter's inner demons, which are actually paranormal entities from Earth. So far, Walter has been suppressing them to the best of his ability with the aid of his medication, however one of the side effects of his medication was depression, which eventually brought forth his chronic depression. Now however, I fear of Walter's conditions since he most likely was stripped of everything he had when captured... If in fact he has been deprived of his medication for close to a month... His darkness will consume him... And then..." Celestia trailed off, an unreadable expression on her face.

"And then what?" Castle inquired.

"And then the power of the God of Chaos will be at the disposal of Walter's demonically influenced mind..." Celestia replied, bringing forth utter silence.

(-)

Out of all the things that Red could have gotten me to fight against... She and her fucking munchkins decided to catch a live fucking manticore! It seemed to be a juvenile, as well as a female. How could I tell it's gender? Sexual dimorphism; female manticores are much larger than male manticores during their juvenile state. However, now was not the time for science lessons, now was the time for...

SHIT!

I leaped out of the way, just as the manticore's scorpion tail lodged into the concrete surface of the pit's wall. If I were to get stung by that, not only would the puncture be critical, the venom it injects could kill a minotaur within a second- however lucky for humans that death timer is increased to five minutes due to complicated science explanations that I'm currently not going to fucking expla-- FUCK!

Once more I leaped out of the way, sliding across the muddy earth, slamming into the wall parallel from my old position. I scrambled to my feet, locking eyes with the enraged manticore's fiery orange dilated pupil slits. It bellowed a ferocious roar, bits of slobber flicking off of its monstrous incisors that seemed to aim directly at me each time the beast opens its ominous maw.

I let out a snarl of frustration, having basically no other weapons other than my fists. I tried to search for something to use while dodging the manticore strikes, getting caught a few times by that damn thing's claws. I let out a hiss of pain when the manticore attempted to tackle me from behind, dragging its massive claws from my left shoulder down to my lower back, leaving shallow gashes along my flesh. I groaned, my flesh burning and stinging with pain. My heart felt like a feral creature trying to escape the enclosure of my chest.

Then, I saw something from the corner of my eye, out of all the times I've been in here how come I never noticed this before? A stick about as long as my arm and thick as my wrist was lodged horizontally into the muddy dirt. I leaped for it instantly, grabbing it and ripping it from the earth.

I could feel the manticore's presence closing in on my quickly from behind, so I did the quickest thing I could think of. I fell onto my back, and lodged the rear end of the large stick into the earth while the other pointed directly at the manticore's open maw. As planned, the stick was lodged in the damn thing's throat.

While it gagged and tried to retaliate I began to deliver as many blows as I could to the manticore's skull. I slugged my balled bloody fists into its cranium, blow after blow, each strike jerking the head which ever direction my fist was heading when I connected each punch. I could feel cartilage and bone crunch under each strike, bursting a blood vessel that made the manticore's eyes become bloodshot.

I then delivered a roundhouse kick to the beast's skull, sending it flying to the ground on its stomach. I just wanted to get this over with, I wanted to get out of this pit and sleep for the rest of my life. But then... Something unexpected happened. The stick had flown out of the manticore's throat after I kicked it across the pit. The beast rolled onto its back, its tail tucked between its legs, releasing a series of whimpers that drew silence from me.

My beating heart went still, my eyes went wide... What was I doing? I was fighting endlessly in this forsaken bit of blood and carnage... I've taken so many lives just to preserve my own... And yet... I'm not disturbed by this? I actually feel okay about it!? WHAT THE FUCK IS WRONG WITH ME!? All this time I have been fighting, I didn't even hesitate during my first round in the pit! Dear god... I'm... I'm a monster.

Silence became deafening as I walked over to the now submissive juvenile manticore, the demands for blood quieted down significantly. My mind seemed to just drown everything out. The creature winced, trying to form itself into a ball, whimpering in pain and fear. I fell to my knees, my eyes burning, slowly leaning down and wrapping my arms around the beast's neck, embracing it closely to me.

I could feel that the beast was confused, as well as the entire crowd considering there were no more vibrations throughout the pit's walls. I held it tighter, but not enough to hurt it, tears flowing from my cheeks into the manticore's thick mane. I wept silently, gritting my teeth, my body trembling as my emotions took over my body.

"I'm sorry..." I whispered, "I'm so sorry...".

The creature focused its eyes on me, confusion and caution melting within its reddish orange eyes. It was almost as if it could hear and understand my words.

All of my pain, all of my sorrow; my fear, my confliction- it all came pouring out of me, making me hysterical. I continued to bury myself into the manticore's mane, even after the sound of unsatisfied audience members rang through my ears. After about ten minutes, they began to throw rocks, food, drinks, everything they could find down into the pit at me and the manticore. I didn't care, I shielded the poor creature with my body, figuring I've hurt the manticore more than it hurt me.

Everything went silent when I heard that familiar voice...

"What the fuck is going on here!?" Red snarled, standing at the top of the pit.

I remained silent, as did everybody else.

"What. In. The. Fuck. Is. Going. On. HERE?!" Red repeated, her tone a lot more vicious and venomous.

"The fight is over..." I replied, glaring over at her after regaining some of my composure.

"What!?" she hissed, marching over, grabbing me by the hair and yanking me to my feet.

"The fight is over, I win, you get your damn bits..." I mumbled, staring down at her.

"Oh really? If the fight is over then why isn't the manticore dead!?" she barked, pointing at the prone beast.

"It had enough" I replied sharply, getting annoyed.

"No it didn't! This is having enough!" She pulled out her Desert Eagle, shooting off around into my leg, causing my to drop to the ground, holding it in pain.

"Oh wait, maybe that's not enough, is this enough!?" she raised her gun to shoot me in my other leg, only to be cut off by distant gunfire in the distance.

"What the fuck is that!?" Red barked, holstering her weapon, glaring up at one of her subordinates.

"Boss! The Royal Guard lead by Princess Celestia and the Bearers of the Elements of Harmony are attacking! And it looks like they have assistance from HESA operatives and Queen Chrysalis!" the merc shouted down into the pit, panic in his eyes.

"FUCK!" Red roared, punching the concrete surface of the pit's wall, cracking it a bit. "Gather up our main forces! Use some of the slaves if you have to!" Red ordered, returning her venomous stare back down at me.

"You know what? If you love that worthless beast so much, you can stay here with it!" Red snarled, kicking me in the leg she shot, causing me to groan loudly, grasping my wounded leg.

And with that, Red flew out of the pit with her wings, flying off to counter the attack from the girls, Princess Celestia, the Royal Guards, and HESA- all of which I assume are attempting to rescue me- while I lie here in the muddy pit of death and carnage, with a beaten juvenile female manticore resting beside me...

Shit had hit the fan quite a long time ago when I was first taken... Now... Here comes more shit.

Author's Notes:

Part one of Conflict because I'm lazy

Chapter 18: Conflict (Part Two)

Pain filled my body, the full consequences of exceeding the limits of my physique was now catching up to me... Adrenaline was depleting, pain seeped into my very core, and the fact that I was bleeding profusely from my gunshot wound didn't make anything better, especially since I was starting to get groggy.

I laid there, the cold air chewing on my flesh, digging down into my muscle and bone. The only sense of warmth I had was the manticore I was now laying against, breathing weakly as my gaze locked with the skies above. Silence consumed the air around us, me and this beast both broken by sadistic captors.

"I'm sorry..." I spoke in a strained whisper, my eyes burning slightly.

The manticore raised its head, looking at me quizzically.

"I'm so sorry..." I spoke again, tears beginning to fill my eyes.

The manticore simply stared at me, examining me closely, its ears perked up in attendance.

"I wanted to apologize to the last living thing I hurt unlawfully before I perish..." I spoke as I began to stand up, panting heavily, wincing in pain as my gunshot wound shot immense pain throughout my leg.

The beast watched me as I stood, a cautious air surrounding it as I approached it.

"The least I could do... Is help you out of this mess..." I spoke, reaching down and grasping the beast around the waist.

As quickly as I could, I heaved the manticore's hind legs onto my shoulders, making it stand upright as I approached the wall of the pit. With my boost, the manticore should be able to stretch its way far enough to get a grip of the pit's ledge. The beast let out a surprised yip once I raised it off the ground, with struggle of course. The manticore weighed possibly five-hundred pounds or more, I could already feel my body screaming at me for this physical torture of lifting such a heavy thing. Seeming to comprehend my gesture, and clutched the ledge of the pit, gradually climbing its way out.

I smiled in relief as the creature climbed out. It looked down at me, examining me with what I would assume confusion. I simply gave it a smile, before laying flat out on my back, letting my body seep into the soft mud beneath me, finally able to relax my burning muscles at last. I closed my eyes, listening to the sound of the manticore run as far away from this hell hole as possible, which gave me a warm satisfaction within my chest- a sense of closure for this agonizing trial.

"Psst!" I heard a voice whisper from above the pit.

"Huh...?" I choked out, forcing one of my eyes open weakly, wincing from the light of the sun peering down at me.

"Hey, big guy!" I heard the voice again, it was effeminate yet still retained a strong tone.

As my vision cleared, I was able to make out a shape. It was that griffin from before, I believe her name was Verna.

"What... Are you doing?" I asked, my voice weak from exhaustion.

"Getting you out of here!" she squawked back quietly, rolling a sturdy rope latter over the edge of the pit's entrance.

"Where are all the mercs?" I asked, forcing myself up, wincing as I felt the bullet in my leg move around in my deep muscle tissue.

"They're all focused on Celestia's forces" Verna replied, watching me with concern as I struggled to pull myself up the latter, pain throbbing through my body like a heartbeat.

"Celestia's forces...? You mean she's raiding the camp!?" I asked in surprise, Verna gave me a nod of acknowledgement while helping me pull myself out of the pit, collapsing to the ground, breathing heavily.

"Jesus you're heavy" Verna groaned, trying to catch her breath.

"Most of the weight is in my dick" I simply responded, chortling softly.

"Shaddup" she grumbled, casting a glare over in my direction.

"Whatever..." I mumbled, letting out a sigh.

"So, any idea on where we should go?" Verna asked, glancing over at me.

"We? Don't you mean you?" I replied, causing her to cast me a confusing stare.

"What do you mean?" she asked.

"I'm losing a lot of blood as it is, I'm wounded, and I'm too exhausted to walk on my own... You'll get out faster without me" I explained, gesturing to the wounds inflicted to my body.

"You saved me from those creeps the first day you got here, you stood up to that psycho-bitch Red, I owe you!" she argued, slowly pulling herself up along with me.

"Consider you getting out safely a full payment of whatever debt you have pertaining to me" I replied, struggling to stand up right.

"Shut it, I don't give a damn what you say I'm getting us both out of here!" Verna squawked, glaring over at me before helping me towards the medical tents.

"The medical tents have some sort of healing spell casted on them right? You'll be able to heal if you rest there for a short while?" Verna asked, slowly setting me down on one of the gurneys inside the tent.

"Yeah..." I groaned, already feeling the magical tingling sensation flowing through my body.

I bit my lower lip, groaning in pain, clenching my fists as tightly as I could. Although this tent is designed to heal, it didn't do much for the pain. I nearly broke my own hand from clenching it so hard while the bullets that were lodged inside my deep muscle were slowly pulled out by the magic. Verna simply watched with a concerned expression, every so often she would glance around to see if there were anybody coming before returning to the gurney I was resting on.

As soon as I felt the last of my wounds close up, scarring over, I managed to force myself into an upright position on the gurney, wincing slightly. My wounds were sealed, the bleeding has stopped, and I could manage to walk on my own; however I have lost a good few cup-fulls of blood, which made me even more groggy than I usually am in the morning.

Verna helped me off the gurney, giving me a few pats on the back. "Lets get you to Celestia's forces, they'll fix you up better" she explained, giving me an encouraging smile before walking with me out of the tent, and towards the outer rim of the large campgrounds.

"I'm more concerned about getting you to safety" I spoke, chortling a bit softly.

"Oh shut your trap, just because I'm a hen doesn't mean I'm weak!" she harrumphed, narrowing her gaze.

"I never said that, I've had my ass handed to me plenty of times by a girl" I replied, a nostalgic smile crossing my lips.

"Who?" she asked curiously, raising a brow.

"My sister" I replied.

__________________

"Jessica?" Harold spoke, a smile worn on his aged face.

"Yes dad?" Jessica smiled, approaching her elderly father- a big human "V" of a man, but elderly nonetheless.

"I want you to take care of your big brother Walter now, you know how he has a thing for getting in trouble" Harold spoke softly, gently giving his youngest child a fatherly hug.

"I will dad, I'll be sure to send lots of pictures too!" Jessica spoke, a wide smile on her face as she returned the hug to her father.

"Alright then sweetie, you better get going to the station- I don't want you to miss the train!" Harold chuckled, giving his young daughter a kiss on the head.

"Okay dad, goodbye!" Jessica spoke, giving her father one more hug before taking off toward the train station.

After arriving at the train station, settling things with tickets and what not, Jessica relaxed into a booth where she gazed out the window to her right, watching as the landscape outside flies by her in a steady yet fast motion.

It has been a long time since Jessica has seen her elder brother Walter, ever since the eldest brother of the three siblings died, Walter and Jessica only had each other for leverage- although Walter seemed to carry most of the burden with him.

Jessica couldn't help but always feel concerned for Walter; as a young teenage boy Walter had left the human settlement to build a life for himself. Jessica couldn't remember a lot of the past, but from what she could recall Walter has always been the stray in the spotlight. He was the prodigy child that followed the rules and went with the flow most of the time, unlike the once oldest brother Michael.

Michael was the complete opposite of Walter; when Walter worked on his grades and expressed his creativity within the boundaries, Michael was... Well, not. Michael was known for his infamous toxic attitude, one minute he loves you and the second minute he wants to murder you- guess that's the outcome when you start drinking and doing drugs at the age of fifteen.

Although they were opposites, Walter and Michael still loved each other as brothers should- even though their differences caused more conflicts than wanted. As the years passed and age did its deal on Walter and Michael, Walter seemed to grow up faster than Michael- both physically and mentally. Walter had pretty much turned into the bigger brother who learned from his and others mistakes, while Michael... Didn't.

Moving on...

It has been many hours since Jessica boarded the train, and she had just arrived in Ponyville- where her only sibling resided. She had heard lately that he got into SRA, a very notorious school known for birthing all sorts of important ponies and humans. Since she was surprising Walter, she decided to track down SRA and find out where her big brother is. Her birthday was tomorrow, and she wanted to spend it with her brother; you only turn eighteen once, right?

Jessica arrived at SRA, and immediately felt like something was off. Everybody seemed... Gloomy. She glanced at a few on passers, before she stopped one for directions- a large stallion male with a red coat with a sandy blonde mane and green eyes.

"Excuse me, do you know where I could find Walter Barnes?" she asked, smiling up at the tall stallion.

"Who are you?" he asked with a thick southern drawl.

"I'm Jessica Barnes, his younger sister" she replied, smiling.

"Oh my Celestia..." the stallion spoke, his eyes becoming wide. "I didn't know he had a sister- quick, you have to come with me!" he spoke, taking me hand, leading me through the courtyard and towards what appeared to be a hospital in the distance.

"What? What's wrong?" Jessica asked, confusion slowly turning to concern once she spotted the hospital.

"It's your brother, Walter" the stallion replied, causing Jessica's heart to skip a beat.

"What about him?" she asked, fear rising in her chest.

"He's dying"

Author's Notes:

Sorry if it seems short y'all, I'm trying to shake off writer's block

Chapter 19: The Sacrifice

"You sure he's even here Twilight?" Rainbow Dash asked, glancing over at her lavender friend while Chrysalis and the two agents combed the surrounding area.

"Of course he is, why do you ask?" Twilight responded, glancing over at the disgruntled Rainbow Dash.

"Because it's already been an hour and still no sign of..." Rainbow Dash paused, her eyes widening in pure horror at the sight before her.

"What's wrong Rainbow... Dash..." Twilight paused as well, seeing the sight that her cyan friend was seeing.

The sight before them was gruesome: bodies strew about the ground and were also piled up in cages. They were all bloodied, bruised, malnourished, and had more holes in them than Swiss cheese. They were slaves; humans, ponies, minotaurs, and griffins of all ages. There were even a pile of rotting foals huddled up in a large cage, embracing each other in their final moments before they were peppered with bullets.

It appeared that Red and the other mercenaries had executed the slaves they had accumulated over time- they'd rather see their victims dead than have them rescued, they'd even go as far as to kill mere children.

Rainbow Dash fell to her knees, vomiting everything she ate that day onto the bloodied mud beneath her. Twilight remained frozen, staring blankly at the carnage before her. Tom and Frank approached them, Tom helped Rainbow Dash to her feet, comforting her the best he could. Frank placed his hand on Twilight's shoulder, snapping her out of her daze.

"Your highness..." Frank spoke softly, a solemn look on his hardened face.

Twilight gave a silent nod of acknowledgement.

"There are no survivors..." he informed her, causing Twilight to go pale.

"Is... Walter...?" Rainbow Dash managed to choke up, only to receive a head shake from Frank.

"There's no sign of Walter, other than an empty cage with traces of his DNA. He's probably nearby" Tom informed Rainbow Dash, giving her and Twilight some hope.

"Alright then, we better push on" Twilight spoke, raising her brow when she saw Chrysalis jogging up to them with an excited expression.

"It's Walter! I sense his emotions- he's in trouble!" Chrysalis exclaimed, coming to a skidding halt in front of them.

"Where is he!?" Rainbow Dash exclaimed, her eyes wide.

"He's near the southern part of the camp, it's about five minutes away!" Chrysalis replied.

"Then lets get going!" Twilight encouraged, taking off in a sprint along with Rainbow Dash and Chrysalis.

Frank took off running after them, however Tom stayed behind for a few seconds to say a few quick prayers for those who were massacred, a sympathetic look on his face. After that, Tom took off running after Frank and the other three mares in their group.

____________________________

"We're almost out of here big guy, just hang on a little longer!" Verna encouraged, jogging along side me as we hugged the sides of the camp, traveling behind the tents and structures to avoid being seen by anyone.

"I've never felt so tired and sore in my life, I think I'd have better stamina left over if I slept with a dragoness!" I exclaimed, wheezing as I jogged with Verna.

"Quit complaining! We're almost out of this hell!" Verna hissed, giving me a slap on the back.

"I'm not a fucking marathon runner!" I grumbled, furrowing my brows.

"No fucking duh Hercules, now get your ass moving!" Verna retorted, pushing me to move faster.

About five minutes later, I heard voices in the distance, which only made me and Verna run faster. However, I came to a stop once I recognized a few voices...

"WALTER!!?" Twilight cried out, cupping her hands around her mouth to amplify her voice.

"WALTER!!" Rainbow Dash exclaimed, doing the same as Twilight.

"WALTER!!" Chrysalis shouted, using her magic to amplify her voice.

"You know those mares?" Verna asked, glancing back where she and I heard the voices.

"Y-Yeah! They're my friends!" I spoke, a look of relief and joy crossing my face.

"What're they doing here?" the griffin questioned.

"I'm not sure, they must be the ones who got Celestia to raid this camp!" I responded, making a B-line straight towards the voices of my friends.

"Where are you going!?" Verna asked, jogging after me.

"We need to get to my friends! They can help us!" I called back.

With an agitated groan, Verna ran to my side and followed me as we both pursued the voices of my friends. Within moments, the sight of Twilight, Rainbow Dash, Chrysalis, and two men dressed in tactical attire drew closer. I came to a skidding halt once the girls all locked eyes on me. We all stood there for a moment, staring at each other, before the silence was broken by a deafening sonic boom. The next thing I know, I'm on the ground, Rainbow Dash on top of me, squeezing me tightly within her grip, burying her face into my chest.

It took a while for me to catch the breath that Dash knocked out of me, but eventually I regained the strength to hug her back, gently stroking her mane as she wept hysterically, her cries muffled by my broad torso. I was covered in dried mud, blood, greasy sweat and all sorts of other grime, but that didn't seem to stop the rainbow-maned fury from embracing me.

Twilight, Chrysalis, and the other two men quickly ran up to us. Twilight smiled brightly along with Chrysalis, tears in both of their eyes.

"Walter... You're alright!" Chrysalis cried out, helping me up, Rainbow Dash still clung to me.

"Sort of" I responded, wincing a bit. I was still sore from my recently healed wounds, and every inch of my body felt two times heavier than it really was, plus my muscles felt like pulled pork.

"Thank Celestia we found you!" Twilight sighed in relief, her along with Chrysalis and Rainbow Dash embracing me tightly.

"I didn't know you were a ladies man" Verna spoke, raising a brow.

"Me either" I replied, chuckling sheepishly.

"Who's she?" all three mares spoke in unison.

"Oh, she's the one that got me out of the pit, her name's Verna" I replied, glancing over at her.

"Look, could we save introductions for when we all get out of this hell hole?" Verna spoke, growing impatient.

"I agree, we need to get moving, all of us, who knows what remaining enemy forces a lurking out here" Frank spoke, narrowing his eyes as he examined the area.

"The sooner we get out of here the better" Tom spoke, motioning for them all to get moving.

"Right, of course" Twilight spoke, clearing her throat.

"Lets get moving then" I spoke, walking along with the group as we made our way towards the north side of the campgrounds.

____________________

"Your highness" a royal guard spoke, approaching Celestia, kneeling down.

"You may rise" Celestia responded, glancing over at the guard.

"We have received news from Frank Clancy, Walter is alive and secure, Frank's group is returning to this position as we speak" the guard informed Celestia, causing the alicorn monarch to purge a smile on her lips.

"That's wonderful news, please make sure to keep a look out for them" Celestia responded, returning her gaze to the battle at hand while the guard retreated to his post.

The battle has been long and grueling, having lasted over thirty-five minutes now, the longest raid Celestia has lead so far. She was growing impatient with the enemy's relentless retaliation, even if they had firepower from earth Celestia had even more advanced firearms developed here in Equestria. This battle shouldn't last any longer, especially since she knew Walter was safe and secure... She could go all out.

Celestia approached the front lines, where her royal guards were laying down fire onto the remaining enemy forces, who were pushing back with heavy fifty caliber return fire. Celestia cracked her knuckles, before concentrating on a massive shield. She casted this shield in the center of the battlefield, blocking all return fire from the enemy.

"ADVANCE! THEIR BULLETS CANNOT HARM YOU THROUGH THIS SHIELD! BUT YOURS CAN!" Celestia shouted, causing all of her royal guards to bellow a war cry before advancing as Celestia had ordered them to.

"Too bad you don't have your own shield" a voice suddenly spoke from behind Celestia.

Before Celestia could turn around, she was suddenly grabbed from behind, her arms being pinned behind her as a red dot slowly crept up along her form before reaching her center chest where her heart was. The person behind her was one of the enemy soldiers disguised as a royal guard.

What happened next was too fast to take in all at once. There was silence, followed by the crack of a sniper rifle firing its round directly at Celestia... Then the sudden large form of Walter coming out of nowhere, knocking the enemy soldier to the ground and shoving Celestia out of the way, as the bullet pierced his chest, and into his heart.

Walter collapsed to the ground as Frank and Tom came sprinting to the scene, executing the spy with a single round to the skull. Twilight, Chrysalis, and Celestia all froze in pure horror as the sight of Walter's limp body lying motionless on the ground with blood pooling beneath him. All that was heard next, was Rainbow Dash's shrill scream...

"WALTER!!!!"

Chapter 20: Red Painted Floors

"This... This can't be happening..." Pinky whimpered, tears welling up in her eyes. She along with Fluttershy have been sobbing constantly since they recieved the news of Walter's condition.

All six of the girls had showed up at the hospital the second they were informed about what happened. Immediately Fluttershy and Pinky broke down crying, both of them seeking comfort from Rarity who embraced them both, nuzzling their heads comfortingly while one of their closest friends Walter lies motionlessly and dying.

Walter's heart had been punctured by a 7.62 NATO round, which luckily passed clean through his body, however leaving behind all sorts of damage, including a hole in Walter's heart. If Celestia hadn't used a teleportation spell to bring Walter to the Canterlot Hospital immediately, he would've died in under a minute. The only thing keeping him alive right now is powerful forms of magic.

Walter's heart wasn't the only thing that was damaged; he had three broken ribs, a fractured forearm, torn muscles in his left leg, barely healed bullet wounds, a dislocated shoulder, and had lost three pints of blood out of nine that he has. It's a miracle that he survived long enough to push Celestia out of harm's way, let alone stay alive as long as he has after his heart was punctured.

His broken body lay motionless, multiple machines and powerful unicorns pouring everything they could to keep Walter from succumbing. Rainbow Dash and Chrysalis simply sat on both sides of Walter, each of them holding onto his hands gently, their eyes red with tears. Applejack stood at the foot of the hospital bed, an unreadable expression on her face.

"Walter... You'd do anything to help others... Even if it threatened your life..." Chrysalis spoke softly, kissing Walter's limp hand.

"Walter... You idiot..." Rainbow Dash softly spoke, her eyes hidden behind her rainbow-colored mane.

Celestia was not at the hospital, instead, she was in Canterlot sitting at her throne with a solemn look on her face. Her eyes were a bit red and puffy, moist from tears she had been shedding ever since the incident. She stared distantly out through one of the vast windows that align the large walls of the throne room. It was dreary outside, the sun was blocked by storm clouds, rain pelted furiously as if the sky itself was crying as well.

"I'm supposed..." Celestia paused, looking down at her hands.

"I'm supposed to be the one to protect my subjects..." she whispered softly, tears brimming in the corners of her eyes.

Celestia stared blankly at her hands, the image of her hands being stained by Walter's blood haunted her conscious. She simply closed her eyes, cupping her face as tears began to stream down her face.

Meanwhile, back at the hospital, silence consumed the hospital room where Walter lies dormant on the bed, surrounded by his friends. Before anybody could say anything, which is unlikely, the door to the room nearly flew off its hinges as a blur of flesh and golden blonde hair rushed inside, immediately darting to Walter's side.

Everyone jumped a bit at the sudden outburst of excitement, staring quizzically at the now weeping young woman by Walter's side.

"No! No no no no!" the young woman cried, hugging Walter's head closely to her chest, tears streaming down her face at the sight of Walter's bruised and bloodied face.

All the girls, excluding the strange girl crying by Walter's side, glanced at each other with confusion and uncertainty. Twilight then decided to clear her throat and make the first approach.

"U-Um, excuse me miss, who are you?" Twilight asked, catching the young human girl's attention.

The girl took a moment to collect herself, sniffling and stifling cries that were bubbling to the surface. Once she had regained her composure, the girl inhaled deeply and looked over at Twilight, her blue-green eyes glossed over with tears.

"M-My name is Jessica Barnes... I'm Walter's little sister..." she whimpered quietly, inhaling shakily as she directed her gaze back at Walter's unconscious visage.

"W-Wait, what!?" nearly all the girls exclaimed; mainly Rainbow Dash, Chrysalis, Rarity, Applejack, and Twilight- Fluttershy and Pinkie Pie were still grieving quietly to themselves, although they did perk their ears up- acknowledging that they were listening.

"I didn't know Walter had a sister!" Rarity declared, sharing a look of shock with the other girls- excluding Fluttershy and Pinky.

"Did you ask?" Jessica replied, causing the girls to pause for a moment before a sheepish expression touched their faces.

"That doesn't matter right now... I want to know... What happened to my brother?" Jessica asked, looking up at Twilight from her crouched position beside Walter's bed.

All the girls, excluding Jessica, gave one another a brief glance before Twilight took a seat along with Jessica, pulling their chairs up close to Walter's bedside.

"Over a month ago, Walter was foalnapped by mercenaries hired by an unknown client, we're still trying to find out who hired them in the first place. They brought Walter to their base camp in Rambling Rock Ridge, where he was put through unfathomable torture based on what information HESA's research has provided us. After discovering the location of the mercenary base camp, Celestia lead a raid on them in order to bring them to justice as well as save Walter... However" Twilight paused, looking over at Walter's unconscious form.

"However?" Jessica looked at Twilight, eager to know what happened.

"We did find Walter- or rather, he found us. After reuniting I teleported us near Celestia's position to inform her that Walter had been secured... That's when Celestia was caught off guard by a spy disguised as a Royal Guard. The spy managed to keep Celestia in one spot long enough for a sniper to get a clear shot at Celestia... That's when Walter shoved her out of the way, and the bullet pierced his heart..." Twilight explained, tears brimming in her eyes.

"Walter... Sacrificed himself... In order to save the Princess?" Jessica spoke, her eyes a bit wide.

"He's a true hero..." Rarity spoke, a sad smile on her face.

"The best hero..." Chrysalis added.

All the girls nodded in unison, agreeing with the statement. Jessica simply gazed at them all for a moment, before chuckling softly, a small smile purging her lips.

"Walter has always been like that... Protecting others at the cost of his own safety" Jessica spoke, standing up so she could reach over and place her hand gently on Walter's cheek.

"Could you... Could you tell us more about Walter, i-if that's okay with you?" Fluttershy managed to choke out, trying to pull herself together.

"Sure, I don't mind" Jessica spoke, a smile touching her lips as she returned to her chair, staring blankly out the window across the room.

It had been many hours later; Jessica spoke about Walter's past, the things Walter has done leading up to the point where he moved away from Ricksford and searched for his own independent life. After night time came, and visiting hours were over, Jessica along with the other girls all decided to get a hotel near the hospital so they could all come and visit Walter tomorrow.

Walter lies motionlessly on his bed, the sound of the magically enhanced life support machines beeping echoed quietly throughout the atmosphere along with his heart monitor.

Walter's expression cringed softly as he began to physically twitch and flinch in his sleep, an obvious sign of a nightmare...

----

The dark of night filled the halls of the hospital with utter blackness. There were many guards posted in several parts of the hospital- considering that the notorious mercenary known as Red is still at large. Silence engulfed the halls, minus the ambiance of heart monitors and quiet footsteps that approached the door of Walter's room.

There were two guards posted at Walter's room, both of them standing at the door outside. When one of the guards started looking around for the source of the footsteps, he and his partner were both stricken with sharp daggers to the back of their necks, the only exposed part of their armor other than their faces. They both collapsed, as a mare dressed as a nurse sheathed the blades used to kill the guards and entered Walter's room quietly.

"Where's my tubby play toy at~?" the mare spoke, removing the doctor's mask she was wearing to reveal her face; it was Red.

Only to find that Walter wasn't lying in his bed.

Suddenly, a needle was driven into her neck, and a fluid was injected into her system. All she could make out before she succumbed to darkness was Walter, cords from the heart monitor and other machines hanging off his body, blood dripped out of them. His skin was much more paler, darker, as if it was slowly loosing its color. His hair was disheveled and shaggy, his teeth were sharp and jagged... And his eyes, were blood red, and the white of his eyes was a pale yellow shade.

"I'm right here~" Walter cackled softly, his voice sounding like two voices speaking at once.

"Just relax my dear, the true fun is about to begin~!" Walter's smirk stretched unnaturally from ear to ear.

Whoever, or whatever he was now... It was no longer Walter... But something else entirely.

Author's Notes:

Walter's Sister: Jessica, in case anybody is interested.

Chapter 21: Angels and Demons

I feel... Heavy. More so than usual.

My limbs are aching, I feel like somebody lit them on fire and forced me to run a marathon.

My chest... It hurts. It hurts so much...

Everything hurts...

Where am I?

Walter...

Who's calling my name?

Walter?

What do you want from me...?

WALTER!

Where are you!?

Wake up Walter... It's time for the show to begin...

My eyes are open...

~~~~~~~~~~~~

I gasped sharply, jolting myself upwards as if I had just awoke from a horrendous nightmare. I let out a shrill cry of shock and disorientation. My mind was in a haze, my vision was a blur, I felt like I needed to get out of wherever I was and just run until my legs couldn't carry me anymore!

I stood up, and was immediately met with the grip of metallic shackles bound to my wrists and ankles. From the sudden force of me trying to stand up and run, the shackles pulled me back down into the metal throne I was placed on. I heard an array of muffled voices surrounding me. They were so close and yet they sounded like they were so far.

There were large blurry morphs surrounding me; multicolored, bipedal, and it seemed like they were all aiming something at me. I stood there in utter confusion, scanning the area around me, trying to narrow my eyes and see where I was with no such luck.

Walter, can you hear me? I heard Twilight's voice echo inside my head. I looked around quickly, trying to identify where Twilight was.

Was she here? Was she with me? Am I safe?

I suddenly locked my eyes on a purple bipedal figure standing between two other blurry morphs, they were possibly royal guards judging by the array of golden and blue shades that implied they were wearing armor.

"Twilight... Is that you?" I spoke, however my own voice was muffled and I could barely understand it, I could only hear my voice vibrate my throat and mouth as I said those words.

Yes, it's me Walter... Can you see me? her voice echoed once more inside my head.

"I... I can see what I think is you... Everything is so blurry... I can't clearly hear or see anything... It's like my head is underwater" I explained, hearing the tone of my voice mumbling incoherently from my impaired audibility.

I see... I can make you hear and see again Walter, but you must calm down. Do you promise to cooperate? Twilight's voice asked, I could see her violet form trot closer to me past the two guards standing at each side of her.

I swallowed the nervous lump that formed in my throat, before taking a deep breath and relaxing my limbs that were shaking every so slightly against my will. I slowly leaned back into the metal chair I was chained to, slowly but surely calming my nerves that were shaking like an autumn leaf.

"Of course I promise..." I responded, my muffled voice seeming to echo around the room for a few seconds until fading out.

Suddenly, Twilight's magical magenta aura invaded my vision. I could feel it wrapping around my head before slowly cleansing the impairment that has been keeping me from seeing and hearing correctly.

As my two major senses cleared, I quickly took in the scene that was placed before me.

I was in a holding cell, most likely one inside the Canterlot Dungeons. There were no windows, just a large square room with a single metal table and two metal chairs, the one I was placed in however kept me heavily restrained. Twilight was sitting in the other one, and on her side of the room there were two Royal Elite guards, each of them holding high-grade assault rifles, from the looks of it the weapons were modified versions of the IMI TAR-21 assault rifle that was redesigned to match the guard's armor: gold plating with blue accents.

Both of their assault rifles were pointed at me.

"What's... Going on?" I asked quietly and confused.

Twilight used one hand to gesture to the guards, signalling them to lower their weapons. The two guards glanced at her and then nodded, obliging her gesture and lowering their weapons, both of their cold stone facades directed at me.

I gave Twilight a confused and frightened stare, looking around me, then looking at my bound wrists that kept me chained to the chair.

"What's going on?" I repeated, looking up at Twilight.

"Walter, do you remember anything that happened that past few days?" Twilight asked, her tone was controlled, calm, and collected.

"No... I-I don't. All I remember is..." I paused, lowering my head, looking at my chest where I remember the bullet penetrating me.

"I remember getting shot while trying to escape Red's base camp..." I said, noticing that I was dressed in a pure white jumpsuit, the kind that either prisoners or mental patients wear.

"Is that all you remember?" Twilight asked, staring at me blankly.

"Yes, it is. I was trying to protect Celestia... Why am I being treated like some sort of criminal?" I asked, frustration growing in my chest.

"Walter... Do you want to know what happened over the past four days?" Twilight asked me, which made me pause.

"Yes... I do" I responded, although I was hesitant in answering.

"Walter... You killed Red" she explained, causing me to pause for a moment before my eyes widened.

"I... What?!" I exclaimed, looking at her with disbelief.

"I don't remember doing that! Even if I did, why am I being treated like a damn criminal?! Red was a horrible mare!" I exclaimed.

Twilight held up her hand, either giving me a gesture to calm down or giving her guards a gesture to stand down. I just deeply inhaled, before letting out a long sigh, shaking my head.

"Sorry..." I spoke softly.

"The reason you're here right now Walter, is because you killed somepony else too" Twilight spoke, causing my heart to freeze.

"Who did I... Kill?" I asked hesitantly, swallowing a lump in my throat.

"You killed Prince Blueblood" Twilight responded, causing the entire room to fall dead silent.

Author's Notes:

Sorry this is a short chapter guys, trying to come out of a writer's block. A lot of shit has been going on in my life lately, and it seems that it just keeps getting worse. The best I can do now is try to get my mind off things with writing, hopefully it'll work.