No need for Equestria

by DemonWolf


No need for Demons

In Equestria may wayside hoses existed between major cities and towns. Way points for travelers and caravans. Many young folk would use them as they traveled Equestria looking for work that matched their cutie mark. The prancing pony inn was one such house that sat between Ponyville and Trottingham. Normally a quiet inn, the last few hours many strange noise had been emanating from the building, until slowly the sounds died off and the inn went dark.

“Now that was quite a meal.” a figure said with a smile as she left under the cover of night. In the house many stallions and mares lay passed out on the floor, their coats had turned grey and while they had smiles on their face, they were oddly all old looking, and looked malnourished.


“Bestla do you really have to do this?” Nuada asked, he was being held in place by some flexible robot arm, with some head band with lights on his head flashing.

‘Have I seen this before?’ Nuada thought to himself wondering how he ended up here in a towel.

“Of course it is, how else will I be able to figure out what you are unless I get a sample of everything,” she said laughing like a mad woman.

‘Oh crud I know what this is,’ Nuada thought as he remembered the old anime,  “now now, I already told you who and what I am what more do you want?”

“Well in the GXP registry we don’t have Humans or Juraians on file so you’re unique and new so I must learn everything about you.”

“Ushio should have breakfast ready can we do this later,” Nuada said trying to reason with her as she got a very perverted grin.

“But I need one more sample from you,” she said a shimmer in the air and her GXP uniform had been replaced with a long white doctor’s coat, a tight tank top showing off her ample bust, and a pair of spanks, leaving little to Nuada’s imagination.

“No you don’t!” Nuada cried as she advanced on him.

“Come on Nuada, I promise to be gentle,” she said with a grin, sliding a hand up his leg.

“Noooo!”

“Nuada! Bestla! Breakfast is ready, oh my,” Ushio covered her face as she blushed seeing the situation she walked in on.

With a nervous chuckle Bestla removed her hand, “Breakfast sounds good let's forget all about this and go eat.”

“Sister Bestla please leave Nuada’s innocence alone,” Ushio said with a bit of a glare.

“Yes yes,” Bestla said hitting a button on her control system. Robotic arms relaxed and Nuada fell to the ground. Taking stock of the cave turned into mad scientist lab Nuada felt exhausted. Ever since he decided that he was gonna let Bestla stay he’d been assaulted every day in some form by her, ‘looking for data.’

“Nuada can you take me to town today?” Ushio asked as Nuada hid behind a screen near by and dressed in his normal tunic and pants.

“Yeah I need to head that way anyway, apparently Rarity found out I was invited to the Gala and insists on making me a Tux,” Nuada explained rolling his eyes.

“How did she find out?”

“Twilight and I have been exchanging letters, this last month,” Bestla said remembering when Twilight and her friends stopped by just after she arrived.

“Oh you two hit it off so well,” Ushio said happily skipping as Nuada and everyone walked to his home.

“Yes now then, after breakfast Ushio and I will be taking off unless you wanna come Bestla?” Nuada asked.

“I need to stay here and work on the ship, if I don’t respond soon then my bosses will send someone to look for me,” Bestla grimaced. She had come clean to Nuada and Ushio that she had broken a few rules with coming down to planet side, and some of the damage to her ship was intentional, but something had caused it overload more than she planned and now she really was stuck here.

“Okay let me know if you need help,” Nuada said as they sat down to eat.


After breakfast was done and the dishes cleared Nuada grabbed his bag and a few bits from his quickly dwindling supply, he may have to rethink his spending plans, Duncan hadn’t made it to him yet and he didn’t have a way to call Mistress Change beyond going through LtC Sparkle, who he didn’t really want to bother, right now, she had a galaxy to save after all.

‘Nuada you there?’ asked the mare in question as the medallion around Nuada’s neck began to glow.

‘Yeah I’m here what’s up?’

‘Get me a clear spot Starswirl finished your communicator token.’

‘Okay come on over,’ Nuada tossed his medallion high into the air and watched the multidimentional blue stargate form, before shooting out the puddle jumper. Waving to the ship Nuada caught the falling token.

“Ah fresh air, I miss forests,” Sparkle said walking off the ship in her n7 pony variant armor, helmet off.

“Sparkle welcome back, that took longer than expected,” Nuada said hoof bumping the mare.

“Time dilation and Gage was really particular on the programming, I swear she was in her room for three weeks coding that thing.”  Sparkle explained, “Ushio, how are you doing, sorry I couldn’t swing by sooner has Nuada been mean to you?”

“No miss Sparkle, Nuada has been really nice since then.” Ushio beamed, “he even is letting another person stay here, even though she can be a bit rude.”

“Oh?” Sparkle raised an eye at Nuada.

“Bestla is a member of the Galaxy Police whom were after Katago, we saved them some work. Anyway she came down to investigate what happened and got stuck. I decided to let her stay till she got her ship working.” Nuada said shrugging, “Ushio and I were going to town to see Rarity wanna come with?”

“Sounds good I have some time to spare, Commander told me I needed to take a break before I broke.”

“I can see that, how goes the good fight?” Nuada asked.

“The Collectors are eluding us, Commander has a plan it seems, but we need to reinforce the Normandy if we’re to do that.” Sparkle said leading Nuada and Ushio into the puddle jumper, “by the way how are you doing, after the last time?”

“Better, Ushio has been helping me in my dreams deal with what happened. I can’t imagine you did much better the first time?” Nuada asked.

“I was worse, I had lost my magic when I first arrived, and only got it back when I saw the Geth attacking my new friends. I kinda annihilated them all, it took the Commander and Garus three hours to get me to stop crying long enough for the Doctor to give me a physical.” Sparkle said grimacing at the memory, “After a while and some encouragement I got better.”

“Never gets easier?” Nuada asked his heart tightening.

“More like you grow numb to it, than anything, I still struggle with it as violence is against everything I was taught but, in this case it is Us or Them and I like my new friends.” Sparkle explained, “I focus on that.”

“Thanks.” Nuada said leaning back.

“Ushio how has things been going, all settled in?” Sparkle asked.

“Yes everyone has been very nice to me, Miss Applejack keeps giving me extra apples when Nuada and I go shopping.” Ushio said happily, “and Mister Spike has taught me so much about cleaning and cooking, though some of his receipts are a little strange.”

“That’s good to hear.” Sparkle said drifting the ship slowly down to the edge of town. When the doors opened, Ushio excused herself saying she would meet them for lunch at Sugarcube corner.

“So Rarity’s?” Sparkle asked replacing her helmet.

“Yeah, why the helmet?” Nuada asked.

“Less confusion,” Sparkle said her voice slightly modulated through helm.

“Okay, but I think you look better without it.” Nuada said.

Sparkle glared at him, though glad the helmet covered her blush.

“So you’re into ponies?” Sparkle asked trying to get him back.

“I’m into life,” Nuada stated, “I spent over a hundred years here before my entombment, I came to appreciate beauty in all forms.”

Sparkle noticed that Nuada’s body tensed at the mention of entombment, and a spark of dark red energy arced across his fist.

“What happened?” Sparkle asked.

“Sigh… Short Story, I grew up with the Princesses and was Betrayed by Nightmare-”

*Clang*

“Moon, and sealed for a thousand years.” Nuada said ignoring the shovel to the face.

“I see, but Luna--”

“I know that here,” He said point to his head, before moving his hand to his heart, “but it still hurts here.”

“I’m sorry,” Sparkle said looking away, “I can’t say I know that feeling of betrayal.”

“Lets leave it for now, We’re here.” Nuada said pointing to the gaudy dress maker’s shop.

“Of course.”

Nuada and Sparkle walked into the Carousel Boutique causing the bell to ring and “just a minute to sound,” from the back of the building.

“Take your time,” Nuada called back.

“So what have you been up to while I was gone?” Sparkle asked, “besides getting a new roommate?”

“That would be the highlight of the last few months, Ushio regularly joins me with that dream device you let us. The nightmares re-manifest when she doesn’t and leaves me exhausted and withdrawn the next day,” Nuada explained.

“I see well keep it till you get better,” Sparkle said her helm turning away from him.

Nuada was about to ask her what was wrong when a very tired looking Rarity walked in from the back, “Thanks for waiting, oh Nuada how nice to see you here finally, oh and you brought Miss Sparkle along.”

Sparkle looked at him and he felt her raise eyebrow.

“I’ve been busy,” Nuada coughed looking away.

“I’ll say your clothes look far worse than last I saw you a month ago.” Rarity commented a look of disgust on her face. Nuada looked at his tunic, the hand spun wool was unraveling, stained with sweat and dirt, and a  large line of off color thread held the front together where Pinkie had managed to tear it.

“Once I got my house and stuff fixed I was going to make a new one,” he said in defence and heard a snicker from Sparkle.

“I’m sure my dear, I don’t understand why you don’t just have me make you some clothes it would be fun, Ushio really likes the ones I made for her.” Rarity said thinking back to the dresses she made for Ushio. The young bunny girl had ended up with quite a closet full of them, she got one almost every time she was in town.

Nuada looked at her slightly hurt expression and sighed, “look I don’t like fancy looking things. I can wear a suit and dress up but I don’t like it, I need more practical clothes for my day to day.”

“Well my dear I can do that though not today, may I ask what brings you here today?” She asked adjusting her sewing glasses.

“Ushio said you wanted to help me with getting a suit for the Gala ready.” Nuada said taking more notice of the mare realizing how exhausted she looked. Her mane was in dire need of brushing, her coat was dirty from sweat, bags were under her eyes. Nuada began to question if this was as good time.

“Of course dear, if you’ll give me a moment we can get your measurements.” Rarity said her horn glowing as a cloth tape floated over, her magic flickered and died dropping the tape on her as she started to faint.

Sparkle caught her side as Nuada knelt down.and picked the tape up off of her.

“I’m sorry about that.” Rarity said regaining her footing.

“Rarity are you making Gala dresses for the girls?” Sparkle asked.

“Why yes how did you know?” Rarity asked.

“I’ve been through this once before.” Sparkle said.

“Right crazy dimensional time stuff.” Nuada said, “I think I’ll wait on suit till you get some free time.”

“Oh no I couldn’t do that, you came all the way out here from the forest, I couldn’t just turn you away.” Rarity said.

“How about I measure Nuada for you, I’m familiar with humans like Nuada, and I learned about sewing from one of my Displaced friends,” Sparkle asked holding the tape in her magic, “you take a break and eat something while we use the workroom.”

“But-”

Rarity was cut off as Sparkle held an armored hoof to her face, “I insist, you need to take a break, I promise that I will get what you need for measurements and you can start on the Tux after the girl’s dresses are done.”

“Okay, I suppose I can take a break.” Rarity said, “but just to eat something.”

“That’s all I ask,” Sparkle said pushing her towards the kitchen in the back. Rarity left and Sparkle led Nuada up stairs.

“You can sew?” Nuada asked confused as he stepped into the messy work room.

“Fluttershy taught me on Starswirl’s ship, I was making a flag for the Squad and couldn’t make it look right. So Fluttershy showed me some tricks. We kinda rebonded over that, and she even helped me with some other projects.” Sparkle explained, “now strip.”

“What?” Nuada asked as Sparkle held the tape measure in her magic.

“Strip, to get accurate data I need to measure you without clothes. Other wise the tux could be loose in some areas and rub wrong.” Sparkle said calmly, “This is professional and nothing more.”

“Um well.” Nuada fidgeted.

“Look I know humans have a thing about clothes, but do me a favor and just drop your shorts already.” Sparkle said grabbing his clothes in her magic.

“Hold on, there-” Nuada fell over as his clothes were taken from him.

Sparkle’s eyes glazed over and her body went stiff.

“-is something you should know.” Nuada said with a sigh as he set about removing his loincloth, this was very clean at least as he had made a couple dozen of them. Grabbing his clothes and piling them on a chair, he proceeded to knock on Sparkle’s helm until her head shook.

“What just happened?” She asked seeing the now naked Human.

“Freak out, a condition in this world.” Nuada stated, “for some reason undergarments seen on the body cause those attracted to that gender to ‘freak out’ and go into a catatonic state. I take it that’s not actually something you have in your Equestria?”

“Um no, that’s a very strange effect.” Sparkle said picking the tape measure back up and grabbing a scroll and quill.

“We have a couple, back in the day Tia and I came up with a theory with Starswirl, if this world was made by these incarnations of power from his book, then just maybe they also established some of the rules. Such as how the Sun and Moon must be moved by magic instead of by physics.” Nuada explained as Sparkle measured him.

“That’s fascinating, do you know where that book is?” Sparkle asked, “I would love to study this world’s history and compare it to my own. Oh you lived in Classical Equestria right, can you tell me about that?”

“It sucked.” Nuada said, “Nobles sucked, bandits sucked, villages sucked, and sleeping on rocks sucked. I will send a letter to Tia, and see if she still has Star’s old books somewhere, mind you the book can be difficult to read, seeing as it was written in Tartarus.”

“Tartarus? Interesting, once I help the Commander take out the Reapers, I need to come here and study for a while, the demons of Tartarus in my world had no written word, and never did they travel between our worlds unless criminals.” Sparkle paused and Nuada heard her voice strain a little.

“Anyways you’ve measured just about everything.” Nuada said as the tape had been floating around him along with Sparkle, “can I put my pants back on?”


Nuada sat to the side thinking, talking about the old times had brought back painful memories. Sparkle and Rarity had begun talking about the Tux. Sparkle displayed some images on her Omni-hoof tool of what the humans of her world wore, and pointed out the military ones may be more appropriate for Nuada.

Rarity loved it and made some quick sketches before a knock came to the workroom door.

“Rarity I had an idea.” Twilight said through the door.

“Yes dear, please come in.” Rarity said with a sigh and a forced grin.

“Oh Nuada you’re here, and You!” Twilight pointed a hoof at Sparkle, “why are you here?”

“Vacation.” Sparkle said nopony could see it but, she held a glare on her younger self.

“Oh oh this is so great, can you come over, and we can discuss Magical theory, oh we can go over what books are in your world.” Twilight started to bounce.

“I’m busy with some other thing.” Sparkle said getting up and leaving the room.

“Was it something I said?” Twilight asked confused and a little saddened.

“No, I don’t think it’s anything you did specifically.” Nuada said getting up himself, “I need to go meet Ushio for Lunch, we’ll talk later.”

“Okay, take care. Now Rarity, how about constellations…” Twilight’s voice was cut off as Nuada left. Looking around he saw the sulking alicorn solder heading to Sugarcube corner.

“Are you okay there Twilight?” Nuada asked putting a hand on her helmet.

“I’m fine. Look there is Ushio.” Sparkle said brushing him off and trotted over to the bunny girl who was holding a big bag in her arms.

“What’s that?” Nuada asked seeing it.

“Some supplies,” Ushio said happily.

“Okay, let’s eat.” Nuada said walking into the bakery. Pinkie greeted them from behind the counter as she helped a customer. Sparkle removed her helm to eat, but sat with her back to the room, and ignored everypony around her. Ushio had tried to start a conversation but it fell flat like the air around her.

“Awe what a group of gloomy gusses, you should cheer up.” Pinkie Pie said popping up with three cupcakes. One purple with a pink star, on with white frosting and sprinkles, and one with pink icing and a cherry.

“Oh carrot cake, my favorite.” Ushio said grabbing the white frosting one.

“Thanks Pinkie.” Nuada said grabbing his cherry one.

Sparkle stared at the cupcake, she already knew it was Snozzberry her secret favorite. Replacing her helm she got up, and with a quiet sorry she left the building.

“What’s wrong with Sparkle?” Pinkie asked.

Nuada slapped himself in the face, “Of course she’s home sick.”

“Huh?” Ushio and Pinkie asked.

We were doing great at Rarity’s till Twilight showed up, and asked about ‘her world’. I think Sparkle is home sick for her Equestria.” Nuada said getting up. “Sorry Pinkie, I’ll see you later, Ushio can you meet me by the ship?”

“Yeah.” Ushio said giving Pinkie a hug and grabbing her bags, “see you later Pinks.”


Nuada found Sparkle staring at the Golden Oaks library, and sat down next to her.

“Sorry I should be happy, I’m on vacation, hanging out with new friends, and here I am sulking.” Sparkle said.

“I use to cry myself to sleep.” Nuada said in reply, “must have been around about six months after I got here that I would cry every night.”

Sparkle looked at him.

“I was alone and everypony I met thought I was some monster. I was alone, traveling the countryside, foraging for food, hunting, and stealing to get by. I spent a winter in a cave near a town where I would steal food from ponies. Every night I would cry myself to sleep, and wish I was home in my world. I missed my family, and friends.” Nuada kept talking to her.

“One day I came across a cave in the late spring, in it I found two fillies, and I was greeted with mostly open arms. One distrusted me for a while, but the other one she saw me and wanted to be my friend. I was amazed, what kind of pony was this filly that she would trust something so strange. We decided to travel together, I knew deep down that if I had left them, they would have died in that forest. But I think they knew that if they let me go, I would have died of loneliness. Soon I stopped having nightmares, and no longer did I cry myself to sleep. To this day I still miss my old world deep down in the bottom of my heart, but it’s thanks to those fillies that I now can say that this world is my home, and I even got to meet my current friends and family thanks to them.” Nuada finished his story.

“Thanks Nuada, that helped some.” Sparkle said, under her helm a small smile formed.

“The horror! The horror!” A pony screamed as loud commotion started their way.


A stunning unicorn mare walked down the Main road of Ponyville, her crimson coat shined, and her orange hair glowed looking almost as though it was fire, but the thing that held every pony's eyes was the very daring black lingerie he wore over her plot. Stallions and mares all around her had their faces glazed over, drool dripping from the mouth of some.

“Mwahahahaha, good come now bee my slaves!” She laughed as some of the ponies began to follow her like zombies. Some ponies saw this and panicked fleeing.

“Yes your lustful eyes I can feel them, give me your power!” She said as more stallions and mares fell under her power.

“Now you hold there ya varmin.” A pony in a stetson stood in front of her.

“Oh my what a delicious looking pony. Why don’t you be a dear and come here.” The mare said beckoning her over.

“Not gonna work, now then you release those ponies and give up a fore I make ya.” The orange pony said pawing the ground.

“Not even if I do this?” The mare said as her body shifted and grew. Her hair shortened and muscles grew fuller, and the lacy black panties began to shift and loosen into shorts with little apples on them.

Applejack felt her mind going blank.


Nuada and Sparkle arrived to see a mob of ponies surrounding a single stallion, in…

“Sparkle cover your eye!” Nuada said looking at his companion. Saddly he saw her stiffen up and then start walking towards the mob and joined the group.

“Hey you what is the meaning of this?” Nuada asked muscling his way through the crowd.

“Oh my another slave.” The stallion said his body began to shift. However much to it’s surprise, Nuada had vanished from its sight. Then she felt a breeze on her rump and saw her underwear was missing.

“Look shapeshifter, I need you to drop your magic right now.” Nuada said holding the lacy black panties in his hand, blushing slightly.

“Oh how daring removing a lacie’s underwear, such perversion.” She said giggling, “I like you, I think I’ll let you live as my slave.”

“I only grabbed these so you wouldn’t freak me out, now let everyone go!” Nuada said trying to hold back a blush.

“I’m afraid I can’t do that. I need them to give me all their lusty magical power.” She said, “why not come just come peacefully to me?”

The mare had invaded his personal bubble and was stroking his chin with her hoof, while batting her eyes.

“Never.” Nuada said slapping her away.

“You bastard.” She said fire coming out of her mouth as she began to shift again. Her horn split in half and migrated to the sides of her head, curving back along her skull before making a quick turn to point straight up. From her coat a pair of wings grew, the bat like wings sharing a color with her coat. Lastly her tail twisted together forming a long thin tail ending in a spade.

“Well well a Succubi, I haven’t seen your kind sense Celestia made that pact with the King of Tartarus.” Nuada said taking a battle stance.

“How surprising somepony old enough to remember back then.” She said with a sneer, “however after I break you and make you my slave my next stop is to make Celestia ‘withdraw’ from that stupid treaty.”

“I can’t let you do that.” Nuada said as he punched her in the face.

The world spun as she tried to remember if she saw him move. Channeling magic she began to strengthen her body. It was a problem seeing as she needed as much as she could get, but already could tell this creature was no pushover. Whipping her tail around she caught Nuada in the chest as he approached from above.

Landing on her hooves, she turned and managed to dodge a kick from Nuada aimed at her head. Flipping her tail up she caught his leg and tossed him into the fountain. A splash later, she turned and saw him standing up, not wanting to give him time, she flew forward and drove her hooves into his chest. Nuada fell as the creature knocked him under the water. He was surprised to find her tail around his neck choking him.

Nuada ignored the pain as he rolled her off him with a well placed punch to the barrel. Surprised the mare tumbled and her tail loosened around his neck. Grabbing the offending appendage Nuada yanked hard pulling her towards him as he head butted her plot. Not giving up the advantage Nuada used his free arm to put her in a choke hold while locking his legs around her barrel keeping her wings pinned. Sitting in the fountain he held her as she struggled however her hooves found no purchase, and soon her body went slack.

Nuada tossed her out of the fountain and climbed out just as the mob from before started coming to their senses. Around the same time, Twilight and Rarity arrived with Spike. Sparkle muscled her way over and summoned ropes to bind the Succubus.

“What happened here?” Twilight asked seeing the soaked Nuada, tied up pony, and group of confused ponies.

“One of the Succubi ponies came up from Tartarus for a visit.” Nuada coughed rubbing his neck.

“But isn’t Cerberus guarding the gates?” Spike asked.

“Yes no pony should have been able to get out.” Twilight said concerned, “Spike take a letter we must alert the Princesses.”

“AHHHHHH!” The bound pony cried in pain as her flank began to smoke.

“What’s happening?” Rarity asked seeing her writhe in pain..

“ARGH!” Nuada fell over holding his right shoulder as it too began to smoke.

Sparkle removed his tunic and held his hand away. The skin was burning in the pattern of a small flame around a heart. The burning stopped as Sparkle watched and Nuada stopped fighting her.

“What just happened here?” He asked examining the slightly tender brand.

“Nonononononononononononono.” The succubi said looking at her flank in a panic. Right where a cutie mark should have been was the same brand as Nuada’s arm though larger.

“Does anypony know what’s is going on here?” Applejack asked from the crowd.

“I’m not sure, AJ can you disperse the crowd we’ll have Mayor Mare send out a bulletin on what happened as soon as we know.” Sparkle said holding the bound pony in her magic. “Library?”

“Library.” Twilight agreed leading Nuada. Spike excused himself to go with Rarity to gather the rest of the girls.