Passion and Pet Training

Malice and Dash were seated at a table in the dining hall, staring at each other.

Just then they heard a loud groan as Surprise walked over to them. "Are you two still fighting?" She asked, sitting down with them. "We're a team now. BE FRIENDS!" She yelled, wrapping her arms around both girls and pulling them close.

Malice let out a growl as the right side of her face was pressed into the mare's left breast. "Let me go...

"Same," Dash said, not seeming to mind having her face in the mare's breast.

Malice tried to pull away, but couldn't. "Wow, you're strong..." she grunted.

"You two need to be nice to each other and be loving and caring!" Surprise said, still going on as if she was making an announcement. "You're on the same team and you're fighting... Are you happy where you are right now?"

"I'm pretty happy..." Rainbow replied, totally thinking about something else.

"Well, you shouldn't be," the white mare said, looking at her. "What caused this anyways?"

"She tried to kill us..." Dash said, eyeing the girl.

"And, you shot me in the leg..." Malice growled back.

The white mare's grip loosened enough at hearing this as Malice finally slipped free. She then began to leave, a slight limp in her step.

"I like that girl... She's cute," Surprise said with a smile, before looking down at Dash. "Why'd ya go and shoot her in the leg?"

"What?" Dash asked, caught off guard by the question. "B-But she... She tried to kill us!"

"She's only a little girl, Dashie," the white mare cooed. "You don't shoot little girls."

The cyan mare sighed with annoyance. "Whatever..." she mumbled.

Twilight was sitting on the couch in her room, wearing white panties with a small bulge and a white bra. Eyes closed and humming to herself, she soon felt a nuzzle on her bulge. Opening her eyes, she saw Aqua laying on the couch beside her, gently nuzzling the bulge in her panties.

"Hey, Aqua," the purple mare said with a smile.

"Mistress..." the blue mare cooed before giving the bulge a lick.

"Does someone wanna taste their mistress' cock?" Twilight asked with a smirk.

"Oh, boy, do I..." Aqua moan before wrapping her lips around the bulge.

Just then there was a knock on the door, making Twilight sigh. "Damn..." she groaned. She then leaned and kissed Aqua on the lips. "Later..." She then got up and went to the door.

Aqua curled up on the couch and watched her open the door.

"Lightning?" Asked Twilight, seeing the turquoise mare dressed in a tight shirt with a button-down middle and short shorts.. "Where's Trixie?"

"In our room," Lightning cooed.

Twilight gave a little smirk. "Any particular reason why you're dressed like a slut?"

"Oh, this little get-up?" The pegasus asked as she looked herself over. "You like?"

Twi smiled, remembering when she and Midnight had sex with Lightning and Trixie. "I think you look better out of it, but... yeah... Looks cute."

The turquoise mare stepped up to Twilight and put her hands on the mare's shoulders, gently rubbing. "I dressed like this just for you..." she cooed as she leaned in and gave Twi's neck some kisses.

The purple mare reached up and gripped the top of the doorframe with her fingertips. "Did you?" She then asked. "Why?" She already knew the answer. She just wanted to hear this mare say it.

"Isn't it obvious?" Asked Lightning, before kissing down Twi's shoulder to her left breast.

"Not to me," the unicorn replied with a chuckle, watching the mare as she enjoyed the spontaneous attention.

Lightning gripped the left half of the bra and pulled it below the breast, exposing the mound. "I wanna be your pet, too... Like Trixie..." she said, before wrapping her lips around the nipple and sucking.

"Mmm..." Twilight moaned, liking the feeling of the mare's lips and tongue on her nipple. "You'll have to do much better than that... to be my pet..."

Lightning smiled and gave Twi's nipple a love bite. "I know..." She then got to her knees, trailing kisses down the mare's chest and belly before kissing the panty bulge. "I wasn't finished..."

The mare then gave the fabric a lick, making Twilight bite her lip. The bulge then began to grow until a massive tent began to form. After a bit more growing, the panties snapped back as the purple cock sprung out.

"Oooh, there it is..." Lightning cooed, gripping the cock and licking up the shaft.

Letting out a soft moan, Twilight looked down the hall to Chrysalis step off the elevator. The Changeling looked over at them and just stared. Twilight moaned and smiled at her.

Chrysalis hesitated a bit longer before turning and heading towards her room. Once at her door, she opened it and entered, looking around.

"What the hell?" She asked, seeing lit candles everywhere and the shades drawn with the lights off. Closing the door, she stepped into the middle of the main room and looked around. "Um... Fluttershy?" She asked.

"Coming," the shy girl's voice sang out before she stepped out of the bedroom.

Chrysalis stared in awe at her, the mare looking absolutely beautiful. She was wearing a black Satin Plunge Skater Dress, black high heels, and had a black flower pin in her hair on the left side.

"Fluttershy?" Chrysalis asked, staring at the beautifully-dressed mare. "Wha..."

"You like?" The pegasus asked, walking towards her. "I bought it this morning..."

"Of course I like it, but... why the goth look?" Chrysalis asked, gently holding Shy's arms.

The shy mare smiled and looked into her lover's eyes. "I just like how it looks, is all..."

The Changeling smiled and rubbed her arms. "But, what's with all the candles? And this sexy outfit?"

Fluttershy hesitated before sniffling, her lip quivering. The Changeling let out a soft gasp and quickly pulled the mare into a tight hug.

"I don't wanna lose you again!" Fluttershy cried out.

"Shh shh shh..." Chrysalis cooed, rubbing the mare's back. "You'll never lose me... Never..."

"B-But, you w-went with that-that... that monster! It could've k-k-killed you!"

"It was a big risk, yes... and knowing that I could've lost you... made the decision that much harder... But, I trusted Twilight to come in time."

"D-Don't do that again... P-Please!" Fluttershy begged. "I can't lose you," she whined, burying her face in the Changeling's chest.

Chrysalis hesitated, upset to see her girlfriend like this. She then nuzzled Shy's head and nodded. "I promise, sweetie..."

Twilight slammed Lightning into the wall and used her magic to close the door. She then gripped the mare's shirt with both hands and ripped it open.

"No bra?" She asked, gripping the exposed tits.

Lightning let out a moan and shook her head. Twilight then pulled off the ripped shirt and threw it aside. After gripping the mare's breasts again, she pulled her way from the wall, turned around, and threw her onto the couch. The pegasus let out a cute grunt as she landed on her butt on the couch, looking up to see Twilight's cock in her face. Opening her mouth obediently, Twi then pushed her rod inside. Letting out a moan, she grabbed Lightning's head and began to fuck her mouth.

As she did, Dust looked to her right to see Aqua crawling towards her. The blue mare then leaned in and began licking Lightning's right breast.

"Meet my first official pet," Twi said with a chuckle as Lightning moaned loudly. "She can be real slutty."

"I just wanna make you happy, mistress," Aqua replied with a smile.

"That you do..." Twi said with a smile before reaching between her own legs and rubbing her dripping pussy.

She then held her hand out to the blue mare, who gently took her wrist and began sucking on her fingers. Lightning looked between the mare's legs to see her leaking quite a bit. Then, out of nowhere, Twilight gave a shove as her cock hi the back of Lightning's throat, making her gag.

"You gotta learn how to deepthroat," Twilight said with a chuckle as she returned to normal thrusts. After a little longer, Twilight smirked, getting an idea. She reached between her legs with her right hand this time, rubbing quickly and moaning. "A-Aqua. Rub your pussy and get your hand nice and wet. You, too, Dusty..."

Without hesitation, Aqua began rubbing away as Lightning watched them both, licking around Twi's shaft with her tongue. After a little longer, Twilight pulled her cock from Lightning's mouth and began to rub her pussy juices on it. Seeing this, Aqua began doing the same, both mares covering Twi's cock in their juices. Afterwards, Lightning reached up and stroked Twi's dick, getting her own juices on it.

"Now," Twi said, eyeing both mares. "Both of you... Enjoy." As she said this, both mares lunged forward and began licking all over the meat pole, moaning as they enjoyed the mixture of fluids. "Mmm... Good girls..." Twilight cooed, licking her lips. "Good girls..."

Fluttershy backed up towards the bed as Chrysalis entered the bedroom, closing the door. Shy then pulled the straps off her shoulders before letting them go, the top part of her dress falling down to expose her breasts. The Changeling smiled and pulled off her tube top, tossing it aside. She then walked up to Fluttershy and gently sat her down before kneeling in front of her. Taking her left foot, she slowly removed the high heel and set it aside.

"Wow... Pink toenails..." Chryssie cooed in awe, noticing that Shy had pink nail polish on. "That's so sexy..."

The queen then leaned in and gave the foot a few kisses before setting it down. Afterwards, she took the other foot and slowly pulled the shoe off, setting that one with the other one. After giving that foot a kiss as well, she set it down.

"I love how gentle you can be," Flutters said with a smile, wiggling her toes as Chrysalis gripped the bottom of her dress.

"Always with you..." the Changeling replied, returning her smile before pulling the dress up a little so the yellow cock was visible. "Mmm... I love this thing..." she cooed, gripping it.

Fluttershy let out a cute coo, before gasping. "Wait. I-I'd like to... play with yours first... I-If that's okay, that is..."

Chrysalis gave a light chuckle before standing up. "Anything you want, sweetie."

The butter mare blushed happily and stood up before pulling her dress down all the way. After stepping out of it, she folded it nicely and set it on the bedside table. Meanwhile, Chrysalis had lit up her horn before changing her crotch area into that of a herm. She then removed her half-skirt and set it with her tube top.

Once both girls were ready, Chrysalis sat down, legs spread, while Fluttershy knelt in front of her. The pegasus gently gripped the throbbing, dark grey, Changeling dick and started to stroke it slowly. The queen moaned softly and leaned back, placing her hands on the bed behind her for support.

Twilight let out a grunt as Lightning Dust slipped the cock into her mouth and began bobbing her head. As she did this, Aqua leaned in lower and began licking the purple balls.

"You girls are amazing..." Twi cooed, arching her back a little and making her exposed breast jiggle slightly.

Lightning smiled and gripped the base of the meaty dick and sped up her bobbing.

"Oh, you fucking..." Twi groaned before grabbing Dust's head and pulling her onto her cock.

The turquoise mare then felt a huge load of warm, sticky cum shoot into her mouth and down her throat. Lightning made audible gulping noises as she swallowed. Once the orgasm ended and Lightning swallowed the last bit, she gasped for air and pulled off the cock.

"Damn, Twili-- I-I mean... Mistress..." she said, correcting her mistake. "That was a lot."

The unicorn smiled and grabbed her by the waist, standing her up before turning her around.

"Now, bend over," the purple mistress commanded as she gripped the pegasus' pants.

Lightning obeyed and bent over, grabbing the back of the couch for support. Afterwards, Twilight pulled her pants down and let them fall to her bare feet. After Dust kicked them away, Twi reached a hand out and cupped her crotch.

"Such a lovely backside you got..." the mistress complimented. "I can see why Trixie loves you."

She then gave the ass a slap before gripping both cheeks roughly, making Dust groan in pleasure. She then aligned her cock to the mare's pussy and rammed it in. Seeing no blood, Twilight tilted her head.

"Had a cock before, huh?" She asked, ignoring the sharp gasp of Lightning.

The pegasus panted and shook her head. "No... Trixie fucked me... with her wand... one time..."

Twilight let out a chuckle and began moving her hips back and forth. "Kinky..." she cooed, slamming her hips against Dust's.

Leaning in, Shy began licking up the ball sack, making Chrysalis coo happily. After nibbling on each side of the sack, Chrysalis stood up.

"Huh?" The butter mare asked, confused.

"Stand up," the Changeling said, holding out her hand.

Flutters it took and slowly stood up. "What are we doing now?"

"Making this about you," Chrysalis said with a smile. "This is your moment..." She then turned and bent over the bed, ass pointed at Fluttershy's rod. "I want to make you happy..."

The pegasus stared at the queen's sexy ass and smiled. Gripping her cock, she aligned it with the Changeling's pussy... but hesitated. Deciding to try something new, she moved he cock to the queen's backdoor and pushed her way inside.

Letting out a sharp gasp, Chrysalis looked over her shoulder. "Ooh, Fluttershy... Trying something new, are we?"

"Uh-huh," Shy cooed, before gasping softly. "I mean no. I mean... if you want to..."

Chrysalis giggled and nodded. "Keep going... Use my ass as you want."

Flutters smiled and began moving her hips back and forth. "Oh, wow... S-So tight... So much... tighter than a... vagina!"

The Changeling gripped the bedsheets and moaned out cutely. "Oh, fuck, that feels good..."

Twilight sped up her thrusts, making slapping noises as her balls slapped Lightning's crotch. Letting out a loud moan she rammed all the way inside, firing off a few big spurts of cum before pulling out. Quickly stroking her tool, she covered the mare's back in her warm, sticky cum.

"Mmm..." Twilight moaned, licking her lips. "That felt good..." Lightning moaned and lowered her ass before turning to face the unicorn's cock. She then leaned in and began to lick all over the rod, cleaning it. "Oooh... So obedient. You'll make a great pet, Lightning," she said with a smile as she gently rubbed the mare's head.

Aqua crawled over to them again and began licking the cum off Dust's back.

Fluttershy moaned out loudly and gripped the Changeling's ass before firing her load deep inside her. Pulling out, she shot a bunch directly at the queen's hole, splattering cum all over her thighs and ass as some shot over and landed on her back. Feeling her lover empty her balls all over her backside made her own cock twitch before squirting cum all over the floor.

"W-Wow..." Fluttershy cooed as she watched the green Changeling cum hit the floor. "That's a lot..."

Chrysalis chuckled and stood up, turning to face her. "Well, you made me feel really good..." she cooed, stepping up to Shy and puling her into a hug. "I love you... so much... And, I'll never... ever leave you..."

Flutters smiled and sniffled, hugging back and nuzzling the queen's neck. "I love you, too..."

A now-clean Lightning Dust stood up and stretched. "Mmm... That was amazing..."

Twilight chuckled and pulled her close to her body. "And, you were quite the obedient little pet..."

"Well, you seem like a fun and caring mistress," Lightning cooed and leaned in, kissing Twilight's neck. "Well... I'm gonna go back to Trixie now, okay, mistress?"

"As you wish, pet. But, first..." Twilight then waved her hand as Dust's ripped shirt began to repair itself. "There."

Lightning smiled as she watched the thread mend itself back together and the buttons reattach themselves. "So, that's how you fixed Trixie's wand..." she said as she went over and started getting dressed.

"Turns out a mistress needs to repair clothes every once in a while," Twilight said with a shrug.

Both mares then giggled as Lightning opened the door. "See ya later, mistress," she cooed, before leaving and closing the door.

Twilight crossed her arms and smirked. "What a nice piece of ass..." Aqua then crawled in front of her and began to suck on her cock, making twilight gasp and moan. "A-Alright, girl... W-We can play now," she said with a giggle.

Hospital Visit

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Twilight left her room, wearing shorts and a black low-cut tank top and running sneakers, heading for thqe elevator. Once there, she hit the button and waited. As she did, Trixie left her room, making her way towards the elevator. Seeing Twilight made her stop for a second before smiling, continuing her approach.

"Hey... mistress," Trixie cooed with half-lidded eyes as she stood beside the purple mare. "Did Lightning Dust come see you?"

Twi smirked and nodded. "Mm-hmm... I think she liked it."

"Well, she was practically drooling when she came back."

The purple unicorn let out a chuckle as the elevator doors opened. "I seem to have that effect on people." The two then stepped inside. "I wonder why..."

"It's because you seem to care about who you're having sex with. It may not be love like what you have with Midnight... but, you care."

The purple mare smirked as she hit the button for floor 1. As the doors closed, she placed a hand on Trixie's chest and held her against the side of the elevator. "I do care..." she cooed, sliding her hand lower until she slipped it into the mare's panties. "I care a lot about all my pets. Aqua, especially..." she said as she began rubbing.

Trixie moaned out and flattened herself against the wall, looking into Twilight's eyes. It was true. There wasn't a hint of malicious intent in there... She did only want to make her pets happy... And that she did.

"You know the best part of being a mistress to you girls?" Twi asked all of a sudden.

The blue mare moaned and shook her head. "N-No... Wh-What?"

Twi smiled widely as she kept rubbing. "Seeing your lust-filled and happy faces... Am I making you happy?"

"V-Very," was all Trixie could manage to say.

The purple mare smiled and ran a single finger up Trixie's wet folds. "Good," she cooed, pulling her hand out.

Trixie's panting stopped suddenly as she felt her pleasure begin to fade. "Wh-What? Wh-Why'd you stop?" She asked.

"I don't want you having an orgasm in the elevator, Trix," the mistress said with a smile as she brought her fingers up to Trixie's mouth and pushed them in. "And, I don't wanna bring you to the edge 'cause then you'll feel irritated."

Trixie began to suck on the fingers in her mouth before the purple unicorn pulled them out. "Thank you..."

"Anytime," Twi said as she gently gripped the mare's left breast and leaned in, kissing her on the lips. Trixie kissed back before her mistress pulled away after a few seconds. Just then, the bell dinged as the doors started to open. "Here's our stop," she said, smiling at the blue mare and made her way out.

Trixie stayed against the wall, panting with a blush as the doors began closing again.

As Twilight made her way to the front door, she spotted Surprise leaving the Dining Hall. "Oh, hey, Surprise," she greeted.

"Hiya, Twi-Twi," the mare greeted in response.

"Where ya off to?"

"I'm gonna go pack a few things. Ginger and I are goin' on a trip!" She cheered, raising her arms up high.

"Oh, you're... actually going somewhere?" Asked Twilight. She was only making conversation and was surprised to here that the white mare was actually going somewhere. "Where are you going?"

"Manehattan," Surprise sang, skipping passed Twilight for the elevator. Once there, she pushed the button. When the doors opened, she saw Trixie up against the wall. "What happened to you?" She asked as the doors started to close. "And, why does it smell like--"

Twilight couldn't hear the rest as the elevator doors closed. Chuckling, she made her way out of the hotel.

Chrysalis knocked on Celestia's and Luna's room, waiting with a worried expression. The door soon opened, revealing a sweaty Luna in a dark blue bra and panties.

"Chrysalis," the blue alicorn said, noticing her worried look. "Something wrong?"

"I need to talk to you and Celestia... It's important."

The blue mare nodded and stepped inside, letting the Changeling in before closing the door. As she did, Celestia left the bedroom, wearing a white bra and panties... and also sweaty.

"What is wrong?" The white mare asked.

"The mare who helped me take over the city..." Chrysalis began. "The last thing I heard her say was... Be prepared... The Apocalypse is coming..."

"The apocalypse?" Asked Celestia. "Did this mare tell you how she planned to do this?"

"No..." the Changeling replied. "She didn't."

"Did you see what she looked like?" Luna asked.

"No, she wore a hooded cloak."

"What about her voice?" Celestia asked, sitting at her desk. "Did you recognize it?"

"Yeah," Chrysalis said, eyeing her and Luna. "She sounded like a mare. I've probably heard about twenty mares in this hotel that sounded like her. Point is, she's out there somewhere and could be anyone."

"I see..." Celestia said, eyeing her sister before looking at Chrysalis. "We'll send out search parties to see if they can see anything suspicious."

Chrysalis nodded. "Good... If I can help in any way..."

Luna smiled. "We'll let you know."

The queen smiled back and headed for the door, opening it and leaving. Luna then looked at her sister.

"The apocalypse, sister?" She asked. "Sounds like a pretty big threat from one mare."

Celestia nodded and leaned back in her chair. "Either this mare is crazy... or she has help..."

"Perhaps eyes in the city?" Luna suggested.

"Most likely..." Celestia muttered, before looking at Luna. "Tell everyone to keep an eye out. We can't lose any more of us..."

"Of course, sister," the blue alicorn said as she left the room.

Celestia watched her leave before turning and standing, walking to the large window. "The apocalypse... Why can't we have a peaceful week for once?"

Twilight entered the hospital room where Rogue was being kept. The black mare was staring at the ceiling. Smiling, Twilight walked over to her. As she approached, she noticed the chair that she sat in on her last visit hadn't moved. This mare has had no visitors.

"Hey," she said, feeling bad for the mare.

Rogue turned her head to look at her and smiled weakly. "Twilight. You're back."

"Of course," the unicorn said, sitting down in the chair. "Why wouldn't I?"

"Well... You were my only visitor..." Rogue explained, sounding a little upset about that fact. "And, I thought your last visit would be your only visit..."

"Don't be ridiculous," Twi said with a smile. "I plan on visiting you until you're better."

The black mare hesitated before smiling. "Thank you..."

"You're welcome," the unicorn said as she leaned back in her chair. "So, what's new with you?" She asked as a nurse came in.

"Oh, hello, ma'am," the white nurse said with a smile. "Come to see Rogue again?"

"You bet," Twilight replied with a smile.

"Oh, that's good... She doesn't get any visitors so it's nice to see someone checking in on her," the nurse said as she went to Rogue's EKG monitor. "Looking good," she said, writing the info down on a clipboard. She then looked at both mares. "Can I get you anything?"

"Um... Iced tea..." the black mare said with a blush.

Twilight eyed her, curious as to what the mare found embarrassing about iced tea. "Same..."

The nurse smiled and left as Twilight looked at Rogue. "I don't think iced tea is something to blush about."

This made the mare blush harder as she eyed Twilight. "It's not the drink..." she said. "It's the--"

"Here we are," the nurse cooed as she entered the room, holding a large plastic cup of iced tea and in her other hand was a carton the size of a large juice box. "Two iced teas."

The nurse set Twilight's cup on the bedside table near her before taking the straw off the iced tea box. "Alright, Rogue. Time to drink up," she cooed, pushing the straw into the box and standing beside Rogue opposite Twilight.

Realizing why the black mare was now blushing, Twilight held out a hand. "Wait. I, uh... I wanna do it."

Rogue quickly looked at her, a surprised expression on her face as the nurse smiled. The white mare then held out the box to Twilight. The unicorn took it before the nurse began to walk away.

"T-Twilight?" Rogue asked, still in shock.

"Hush," the purple mare said as she held out the box so that the straw was near the mare's lips.

Rogue hesitated before drinking. One she had a few sips, she began to pull away. Twilight smiled and set it on the table.

"So, what's the nurse's name?" Twilight asked, taking her own cup of iced tea.

"Redheart."

"Redheart?" Asked the unicorn. "Fitting name."

"You mean... like how Twilight Sparkle fits a unicorn?"

"Or how Rogue fits a mare who goes off on her own?"

Both mares smirked before chuckling. The unicorn took a sip before setting her cup down.

"This is nice..." the black mare said with a smile. "It's been lonely here... No one to really talk to..."

"That's a pretty weird thing for a rogue to say..."

"Hey, rogues can get lonely..." the black mare said as she eyed her tea box.

The unicorn followed her gaze and smiled, picking up the drink. "More?" Rogue hesitated before nodding. Twilight then leaned in and held the box so the straw was by the mare's lips. "So, any idea when you'll be out of here? It's been about a week..."

Rogue took a few more sips before pulling away from the straw. "Seems like my bones aren't healing as quickly as they thought... "

Twilight sighed and set the tea box back on the table. "I'm sorry..." she said sympathetically.

"It wasn't your fault, Twilight... I--"

"I kicked you off the edge of a platform..."

"I was trying to kill you," Rogue said with a chuckle. "Stop feeling so guilty all the time... It's no always your fault..."

"I guess you're right..." Twi sighed, taking her own iced tea and taking a sip. "Still... I could've... I dunno... tripped you and then punched in the face until I knocked you out..."

Rogue stared at her for a bit before speaking. "Yeah, I would've preferred that..." When Twilight looked at her with an apologetic look, Rogue chuckled. "Kidding. What happened, happened. Stop worrying about it. I'm healing, just... slowly."

The unicorn nodded and smiled, taking another sip as Nurse Redheart returned with a bucket, washcloth, and a towel draped around her shoulders, making Rogue blush harder than before.

"Bath time," the nurse sang. "You may leave, Twilight."

"No, stay," Rogue said, almost immediately after. "Actually... Um..."

Twilight let out a chuckle and looked at the nurse. "I'll take care of it."

Redheart nodded and set the washcloth in the bucket before setting the bucket down beside Twilight. "You two must be pretty close friends," she said as she removed the towel from her shoulders and set it on the foot of Rogue's bed.

"We... have a history," the unicorn said with a smirk as Rogue smirked back.

Redheart smiled at them before turning and walking away.

"So, how does this work?" Asked the purple mare. "With your broken bones, and all..."

"The nurses managed to mend a lot of the bones in my back with their medicine," Rogue explained. "I'm able to move a little if you need to wash my back... Just... be gentle... And use your magic..." she said, sounding a little nervous.

"Hmm..." Twi said, thinking as she picked up the towel. "They can heal bones? I didn't think medicine could do that so quickly..."

"The head nurse can make special medicine. It doesn't heal you completely, but it helps," the black mare said as Twilight pulled the sheets down. The black mare had on a hospital gown that tied in the back. "I couldn't make out her name, though... I think it started with a Z, or something..." she said as her blush grew.

Twilight smiled and reached around, untying the gown and pulling it off, revealing the mare's bruised body. "Oh, my..." Twi said, looking over the bruises. "So many..."

She then wrapped Rogue in her magic and gently lifted her up, being sure to not mover her limbs in the slightest. Using her hands, she slid the towel underneath her and then gently set her down.

"Wow, Twilight..." the black mare said with a smile. "I didn't feel a thing. You could be a nurse."

"Nah..." the unicorn said as she took the cloth from the bucket. "It'd get boring for me..."

She then began to gently wash the mare's body, running the cloth over and between her breasts and then down to her belly. All the while, Rogue blushed and watched in silence.

Rainbow Dash lay on a couch in the lobby of the hotel, staring at the ceiling when Gilda walked passed, eyeing her. Tilting her head, she looked at her and walked over to the couch.

"Rainbow..." she said. "You look depressed."

"Depressed?" Dash asked. "What if you had feelings for someone who chose another?"

The griffin nodded. "Been there."

"Who did you like?" The cyan mare asked.

"Midnight..." the griff replied.

Dash went slightly wide-eyed and looked at her. "Midnight? Strange. I liked Twilight."

Gilda let out a chuckle. "So, both our dream girls picked each other instead of us, huh?"

Dash smiled. "Yeah, I guess so."

The griffin reached out and patted Dash on the shoulder. "See ya around, Dashie..."

"You, too, Gilda," Dash replied as she watched the griffin walked away.

Helping A Sister Out / Sending A Message

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Elementals' Hotel...

Celestia sat at her desk, waiting patiently. She was wearing a white tank top and white shorts. She had summoned two Elementals to take part in the first patrol. She didn't have to wait long as her door suddenly opened. An orange mare with ass-length yellow hair and a gray colt with short, black, spiky hair entered the room. The mare had on a black tank top and blue jeans. The colt had on a yellow short-sleeved shirt with black shorts.

"We came as soon as we could," the mare said as she and the colt ran up to the desk.

"Citrus... Blitz..." Celestia said as she got up. "I need you two on patrol. Search the city and look out for anything suspicious."

Blitz nodded. "Yes, ma'am. Anything else?" He asked.

The alicorn nodded. "Call me as soon as you find something. We are already a few steps behind... I would hate to fall behind any further... Also, be discreet. Don't let anyone know you're with the Elementals and keep casual. We don't want whoever's out there to target you."

"Of course," the mare said as she patted the colt on the back. "Let's go, Blitzy," she said with a smile and ran out of the room.

Celestia let out a little chuckle. "Do you ever plan on telling her?" She asked, knowing full well how the colt felt about the mare.

"I'll tell her when the time's right," Blitz said, smiling as he looked towards the door. "I want her head in the game... and not in the clouds..."

"Good choice," the alicorn replied as she sat back down. "Do not let her slip away, though. As soon as this problem is resolved, I want you two together."

The colt gave her a smirk. "Yes, ma'am," he said, saluting jokingly.

"Dismissed," Celestia said with a chuckle. Get out of here."

Blitz let out a chuckle of his own before running out of the room.

Celestia then heard Citrus yelling from down the hall. "Come on, slowpoke! I'm gettin' old out here!"

The alicorn smiled and used her magic to close the door. Letting out a sigh, she leaned back.

"Oh, Blitz..." she cooed. "Such a procrastinator... I guess some things never change..."

Bit & Bridal...

"Come down from there," Jade whined as she held a brush with a long handle. "I'm trying to clean up there." Ruby stuck out her tongue as she simply sat there. Jade was wearing nothing but an apron as Ruby wear her trademark... nothing. "Come on, sis. I have to get this place cleaned before Flog and Sterling get back."

"But, this is way too much fun," the red mare chuckled, her tail swishing behind her in happiness.

Jade sighed and wiped her forehead. "Already back from the dead and you're pulling this?"

The ex-succubus leaped from the ceiling and pinned Jade to the floor, the brush rolling out of her hand. "Not having fun, sis?"

The green mare frowned. "I'm trying to clean."

"Wow... You really are their pet, aren't you?" Ruby teased as her tail gave a little flick.

"Of course," Jade said with a smile. "They treat me well and I love them."

Ruby giggled. "Wow..." She couldn't believe how her sister simply accepted the idea of belonging to another for sexual purposes.

"Hey, you're their pet, too, ya know?" Jade snapped back.

"Nope," Ruby cooed, leaping to the ceiling and clinging to it. "I'm nobody's pet."

Jade chuckled. "Don't let them hear you say that. They may kick you out."

"They'd never kick me out. I'm your siste-- AHH!!!" Ruby exclaimed, falling off the ceiling and hitting the floor, hard.

The green mare gasped, afraid something was seriously wrong with her sister. "Amber!" She yelled, rushing to her side and rolling the mare on her back. "What's wrong?"

"I feel... weak..." Ruby groaned.

"Weak?" Asked Jade, remembering their fight at New Horizons a couple days ago. "You haven't had sex in a while..."

Ruby eyed her. "Shit, this hurts..."

Jade looked her over before blushing hard. "Oh, you gotta be fucking kidding me."

"Please, sis!" Ruby groaned loudly as she clawed at the floor.

Her wings then shot out and began flapping wildly, knocking Jade back as she began squirming.

"Oh, fuck," Jade gasped, looking around. "Flog! Sterling! My sister needs sex!" Not hearing a response, she looked down at Ruby. "But... you're my s-sister..."

"GODDAMMIT, FUCK ME!!!" Ruby groaned, louder than before as a tear rolled down her cheek.

Jade gasped and bit her lip before climbing on top of the mare, holding her arms and legs down. "Fine... But, just this once..." She said, reaching between the mare's legs and rubbing her slit.

Ruby stopped squirming and arched her back with a moan. "Mmm... That's better... K-Keep going..."

The green mare bit her lip before pushing two fingers inside, making Ruby moan out some more.

"This feels so wrong..." Jade muttered as she kept fingering her sister.

Even though Amber had technically died and Ruby took her place, mentally, she was still her sister. Her memories and her mannerisms had been carried over when the New Horizons scientists used Amber's brain tissue and DNA to create Ruby.

Jade simply sat there and fingered her sister, not really enjoying it and feeling pretty awkward about it.

Ponytropolis...

Citrus and Blaze drove through the city in their car, looking around for trouble.

"See anything?" Blitz asked as he kept most of his attention on the road.

"No... Nothing yet," Citrus replied as the colt eyed her.

"I hope this is a waste of time..." Blitz muttered, looking at the road again. "I would like some peace for once..."

"I hear ya..." Citrus agreed. "Maybe when this is all over we go to the park. And hang out."

"The park?" Asked the colt with a smile. "Sounds peaceful. You're on."

This was perfect, he thought. The park. Such a romantic place at sunset...

"Take a right up here," Citrus said, pointing at an upcoming intersection.

"Anything for you..." the colt muttered.

The mare eyed him. "What was that?"

"Oh... Nothing..." Blitz said as he eyed her quickly before looking at the road again, a light blush on his face.

Bit & Bridal...

Jade was kneeling beside her sister as she moved her fingers back and forth inside her sisters pussy.

"Feel better yet?" Asked the green mare, sounding nervous about fingering her own sister.

Ruby shook her head. "Uh-uh! Need more!"

"Wh-What do you mean by more?"

The red mare quickly sat up and pushed her sister onto her back before crawling between her legs.

"The hell are you doing-- OHH!!!" Jade moaned out, cutting herself off as she felt her sister's tongue slide deep inside her. "H-Holy fuck..." she moaned, arching her back. "I-I can't... be... enjoying this..." she groaned as she panted with arousal.

Jade kept moaning as she felt her sister's long succubus tongue deep inside her, licking around inside her as the red mare made slurping noises.

"Holy fuck, sis!" The green mare moaned out as she tried to grip the floor. "Y-You're really... g-going at it..." she moaned out loudly before feeling close to an orgasm. "Shit! So close!"

Ruby smiled and licked away deep inside her, quickly making the mare reach her climax. Letting out a loud moan, Jade arched her back as she squirted into her sister's mouth before collapsing.

The green mare then gasped, sitting up. "Wait... Don't you have to kill your partner after the sex?!" She asked, going wide-eyed.

Ruby sat up and tilted her as she licked her lips. "Hmm... Apparently, it's... either kill or... have twice as much sex."

Jade hesitated before sighing and falling onto her back. "Of course it is..."

"What's with the long face?" Asked Ruby. "Round 2!" She yelled, leaping on top of her sister.

Jade went wide-eyed again. "Holy shit, sis!"

Ponytropolis...

"You know, it feels good to be able to wear whatever I want," the colt said as he turned right at a T-intersection. "Got sick of seeing purple everywhere."

"I liked the purple," the mare replied with a smile as they drove passed a bowling alley. "Besides... it's our team color. Show some respect."

"Oh, I respect the color," the colt said, eyeing her. "I just got tired of seeing it."

As they passed an alley, the mare looked in and gasped. "Blitz! Go back!"

The colt slammed on the brakes, causing a car behind them to swerve around them, honking the horn. Blitz then back up to the alley and parked on the sidewalk. Both then got out and entered the alley.

"Is that..." the mare began as she and Blitz approached text spray-painted onto the wall.

It read The Apocalypse Is Near in bold, bloody lettering. Beside the bloody graffiti was the body of a colt, his stomach cut open and his guts spilling out.

Citrus put a hand to her mouth and gagged. "I think I'm gonna be sick."

Blitz pulled out his cell phone and called Celestia, waiting for an answer. It wasn't long before he got one.

"Hello?" The alicorn asked rather quickly, as if she was sitting around and waiting for her phone to go off.

"Ma'am... It's Blitz," the colt replied. "We found something."

"Where is it and what is it?" Celestia asked, sounding urgent.

"In an alley a few blocks down from the bowling alley. Someone wrote The Apocalypse Is Near on a building using the blood of a mutilated colt... I think someone's trying to send a message..."

The alicorn let out a sad sigh. "Oh, my... This is very bad. Keep looking for more and let me know as soon as you find something."

Blitz nodded. "Alright, ma'am," he said. "Anything else you need?"

"No. Just be careful."

"Always," he said with a smile. "See ya later, ma'am."

"See you, Blitz," Celestia said, sounding like she was smiling.

He and Celestia both hung up before he looked at the mare.

"Come on," he said as he headed back to the car.

"What do you think?" Asked the mare, eyeing the colt. "Think this whole apocalypse thing is real?"

Blitz shook his head in disbelief. "I'm not sure... I was doubtful at first, but... seeing that..." he said, pointing at the corpse. "I'm not so sure anymore..."

"Well, I for one would like to believe this is all bullshit," the mare said with a sigh.

Both climbed back in as Blitz turned the key to start the car. There was a click noise before the car exploded into a fireball, car parts flying everywhere as smoke billowed into the sky. Accompanying the explosion were the screams of others walking by.

Mystery Killer

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Elementals' Hotel...

Celestia let out a sigh when her phone rang. She picked it up and held it to her ear.

"Hello?" She asked, before going wide-eyed and letting out a gasp.

She then quickly hung up, grabbed her jacket from the coat hangar and took off out the door.

Ponytropolis...

The alicorn drove up to the site of the explosion in her sleek, white car, before slamming on the brakes. Quickly getting out, she ran over to the burning car. A small explosion from the burning car made her stop and put a hand to her mouth.

"No!" She yelled, muffled by her hand as tears fell from her eyes.

On the other side of the burning car were a couple parked police cars. One of them was empty as its driver was most likely in the alley. Celestia quickly made her way around the car and into the alley, spotting Spitfire.

"Wh-What happened?" She asked, wiping her eyes.

The orange mare looked up from the corpse. "I figured you'd be involved..." she said, before looking at the alicorn. "This doesn't seem like a normal crime." She then pointed to the bloody text on the building.

Celestia walked over to her and looked at the words. "The apocalypse is near..." She then looked over at the burning car. "I... I sent them out... on patrol..."

The pegasus eyed her before walking passed her and out of the alley. "Alright, boys!" She called. "Move out!" She said before getting into her own car.

Celestia left the alley to see the cop cars driving off. After they left she spotted a familiar car speeding towards her.

Earlier, Hospital...

Twilight pulled the wet towel off the bed before setting the dry black mare down onto the bed.

"There," she cooed, setting the bathing items aside before putting the hospital gown back on the mare.

"Thanks, Twilight," Rogue said with a smile before Twilight's cell phone rang.

She smiled at the mare and quickly answered it. "Hello?" She asked. "Wait, what?! I'll be right down," she said before hanging up.

"Duty calls?" Asked Rogue with a light smile.

The purple mare nodded and leaned in, kissing her on the forehead. "Get better... If not, I'll visit you again..." She then pulled the covers back over the black mare before running out of the room.

"Thank you!" Rogue yelled.

After a couple seconds, Twilight stuck her head in the doorway. "You're welcome," she said quickly before taking off again.

Ponytropolis...

Twilight sped down the road as three cop cars passed her. "Almost there," she said, spotting Celestia standing near the alley. It wasn't long before she arrived and slammed on the brakes, quickly getting out. "Celestia! What happened? You really shouldn't be out in the open when--"

"I... I killed them..." was all the white alicorn said, cutting Twilight off.

Twilight looked at the burning car before looking back at Celestia. "Um... What? Who?"

"Citrus and Blitz..." Celestia said as tears ran down her face again. "I sent them... on patrol... I sent them to their death..."

"No, no," Twi said as she put a hand on the mare's shoulder. "No! You didn't do this! It was them!"

The alicorn sniffled and rubbed her eyes. "B-But, if I hadn't--"

"There's no way you could've known," the unicorn said, trying to calm down her leader. "Now, let's stop and think... How can we catch these assholes?"

Celestia sniffled some more and looked around. "The cameras..." she said. "Every street and intersection has them."

Twilight nodded and headed back towards her car. As she passed the burning wreckage she skidded to s top. "Wait..."

"What is wrong, Twilight?"

"Car bomb," she said, pointing to Citrus and Blitz's car. "We have to check ours first."

The alicorn quickly pulled out her cell phone and dialed, before putting it to her ear. "Yes. Tech? It's Celestia. Get over here with your bomb detection kit. Use the smoke to find us."

Twilight pulled out her own phone and dialed, holding it to her ear.

"Ponytropolis Police Department. How may I direct your call?" A female voice asked.

"Is Brass Star available?" Twi asked. "It's urgent."

"One moment..."

A moment later, another voice answered. "This is Brass Star."

"Hey, it's Twilight. I need a favor."

Elementals' Hotel...

Sunset Shimmer knocked on the door to Trixie and Lightning's room. After a moment, she received a response.

"Who is it?" Trixie called out, muffled by the door.

"It's Sunset."

There was a brief moment of silence before Lightning spoke up.

"Come in!" She called. "And quickly close the door!"

Shimmer tilted her head. "Alright..." she said, gripping the doorknob. She then quickly opened it, entered, and quickly shut it. "There," she said, turning to face the two mares. "I just..." she started, stopping when she saw both mares naked. Lightning was sitting on the couch with Trixie in her lap. It looked as though they had just been making out. "You two at it again?"

"We can't help it," Lightning cooed. "We're in love."

"And, Twilight made me so horny..." Trixie whined with a pout as she leaned in and began kissing Lightning's neck.

"Look, girls, I..." Shimmer said, as she walked over and sat beside them on the couch, leaning her head back and staring up at the ceiling. "I wanted to apologize... for how I treated you when you were in my gang... I raped you for all to see as your punishment for failure... I was never kind to you... But, now that we're all back together again... I just... I feel really bad about it, and I-- What the fuck?" She asked, looking down as she saw Trixie with her face between her breasts. "I'm trying to apologize."

"I know..." the blue unicorn replied. "But, like I said... I'm horny right now..."

"Come on, I... I actually want a boyfriend..." Shimmer said as she watched Trixie reach her hands up and grip her mounds, making Shimmer gasp sharply.

"Then, let's have one final fling," Lightning cooed watching them.

Sunset eyed her and then looked down at Trixie. "Oh, fine... One last round."

Trixie smiled as she gripped the bottom of Sunset's shirt and pulled it off, throwing it aside before pulling her bra above her breasts and then sucking on the left nipple.

"So eager..." Dust said with a chuckle as she began to finger herself, watching her lover enjoy the body of their former boss.

Ponytropolis...

Tech pulled up beside Celestia's car as the green colt quickly hopped out with his laptop. "I'm here," he announced, heading around to the trunk of his car and setting his laptop on it. He then eyed the burning car. "Oh, god..." he said, before shaking it away and opening his laptop. "Let's see..." he said as Twilight and Celestia headed over to meet him, the unicorn still with her phone to her ear.

"What do you plan on doing?" The alicorn asked.

"Well, I can hack into the police database and get access to every cam in the city," the colt explained.

"Do it," Celestia said, leaning in.

"Wait," Twilight said, speaking up as she held up a finger. "He's here," she said into her phone. "The access code, please?" She asked as Tech smirked and pulled up the police database. Instead of hacking into it, he waited for the password. The unicorn then nodded. "490283641."

"490283641..." Tech repeated as he entered it in and then hit Enter. "Got it. We're in," he said, pulling up the street cameras.

"Thank you, Brass," Twi said with a smile.

"Just keep our city safe..." the mare replied, sounding nervous about this whole "apocalypse" situation.

"Not a problem, ma'am," Twi said before her and Brass both hung up.

Tech kept clicking on camera feeds until he found the camera on their current street. "Found it," he said, before rewinding a bit.

Celestia had to look away as they saw the car de-explode and Blitz and Citrus back out of the car and into the alley. Twilight eyed her with a sad look before looking back at the feed. A few seconds before the two backed into the alley, a sleek red and black car backed up into a parking space near Blitz and Citrus' car.

"Is that..." Twilight began to ask as a colt wearing a black trench coat, black pants, red shirt, a red bandanna over his mouth and nose, and black boots and gloves backed out of the car. He also had on a black, large-rimmed that that looked similar to Dirge's. "Dirge?"

"No... We buried him," Celestia said as she kept looking, an angry look on her face as she saw the mystery colt approached Citrus and Blitz's car and then reach under the front of it. He then pulled out a black, circular device and then back up back to his car.

Tech then pressed play as the watched the footage in real time, seeing the colt place a device underneath the car and then leave as quickly and quietly as he came.

"This motherfucker killed them..." Celestia growled.

Twilight eyed her and gently took her hand. She then looked at Tech. "So?" She asked, wanting to know about what to expect.

"Well, it's clearly a car bomb... And no one else arrived afterwards so your cars are safe..." Tech explained.

The unicorn nodded. "Thanks... And, you should now have permanent access to the Police database. Just don't abuse the privilege."

Tech smirked and closed his laptop. "Don't they change it daily?" He asked, seemingly knowledgeable with how the police operate.

Twi chuckled. "It's your own personal access code so they know when we're in the system."

"I see..." the colt said as he picked up his laptop. "So... 490283641?" He recited quickly.

The mare smiled. "490283641, yes."

"Well, come on," said the alicorn as she began walking away.

Twilight watched her start to walk away when she saw a red dot on the mare's head. Letting out a gasp, she quickly pulled the alicorn towards her, before they all heard the sound of machine gun firing. The window on Tech's car shattered as holes began being blown in it. When Twilight caught the alicorn, she quickly pulled her around to the other side of the vehicle.

"Damn," Celestia growled as she gently pulled free from Twilight and sat up against the car with the unicorn and colt. She then quickly pulled out her cell phone and dialed her sister. "Luna!" She yelled, not giving the blue mare a chance to finish her greeting. "We are pinned down and need help now!" She yelled as bullets shot over the top of the car.

Street War

View Online

Twilight ducked as more bullets shot over the car.

"You gotta be kidding me!" The purple mare yelled. "We're so close!"

"Precisely why they are after us," Celestia said as she reached into her coat with both hands and pulled out two handguns with custom, elongated barrels. Twilight eyed her, surprised to see her leader with such fancy weapons. "What? Did you think I would come here without a weapon?" She asked.

Once the gunfire stopped, she stood up and began firing her left gun where she thought the sniper was. Once the clip emptied, she ejected the magazine. She then spotted a red dot appear on the rooftop of the building across the street, quickly dropping to her knees as more bullets shot over her.

"There you are," she said, leaning to the right and peeking around the side of the car. Firing her right gun, she managed to avoid the gunfire until she emptied her magazine. "It's no use," she said, reaching her guns into her coat. There was a clicking noise as she pulled her guns back out and slammed the butts together. Twi eyed her before eying her back. Celestia smiled, seeing this. "Something Tech invented. Automated ammo holder. Slides a new mag into place when the guns are reloaded."

"That is pretty bad-ass," Twilight said as they realized the gunfire had stopped.

The two mares and colt listened carefully when they heard a single gunshot, followed by the sound of running liquid. "He's aiming for the gas tank!" Twilight yelled before using her magic to throw the car at the rooftop. As it exploded, Twilight ran over to help Tech up before the three of them ran into the building the sniper was in.

"Good thinking, Twilight," the alicorn said as she looked around.

They appeared to be in a clothing shop filled with a dozen frightened shoppers, a lot of which were cowering in corners and under racks and tables.

"Everyone stay hidden!" Twilight yelled as she pulled out her gun. "We're here to help!" She then looked at Tech and Celestia. "To the roof." They then heard cars approaching outside followed by yelling and gunfire. The purple mare ran to the door and looked out with a gasp. "We have company..." she said, looking at Celestia.

The alicorn nodded. "You deal with them. I'll get the sniper," she said, before taking off to the back stairwell.

Twilight looked back out the door, to see the cars all parked in various spots in the street. Mares and colts wearing black cloaks then exited the vehicles. The colts had red shirts and shorts on underneath while the mares had red tube tops and thongs. There was about four per car, putting the enemy count at 24, all with machine-guns.

"Hurry up, Celestia..." Twilight said, as if the alicorn could hear her.

Celestia quickly ran up the flights of stairs, grunting as she pushed her stamina into overdrive. Once at the top, she burst through the door and aimed her guns where the colt was. Only, he wasn't there.

"What the hell?" She asked, before she was rushed from behind and knocked to the ground.

She quickly rolled over to shoot but the cloaked teal colt kicked her hands, knocking her guns away. The alicorn let out a yelp as she rolled over again to try and crawl to her guns. The sniper smirked and pulled out a hand gun of his own. As soon as he aimed, the white mare saw it and kicked him in the ankle, knocking him over as the gun went off. Celestia let out a gasp as a bullet hole appeared in the concrete beside her head, before quickly getting to her feet and backing away. The colt stood up and tried to aim when Celestia rushed him and grabbed his arm.

Holding his arm up, the colt accidentally fired off a couple rounds before the alicorn slammed her head into his forehead. As he was dazed, she hit his wrist hard, making him drop his gun before kneeing him in the stomach. Afterwards, she backed away and kicked him in the chest, knocking him backwards. Letting out a grunt, the colt reached into his pocket and pulled out a knife.

Twilight peeked outside to see the cars all abandoned as the cloaked mares and colts began to gather outside the shop and across the street. The purple mare then pressed her back to the wall beside the door, gun out at the ready. She could hear approaching footsteps approaching. accompanied by voices. Taking a deep breath, she waited until she saw the muzzle of the machine gun before grabbing it and spinning the mare around, the gun going off and taking out the other three with her.

She then forced the mare to walk forward where the others began firing at them. Now, with a meat shield, Twilight made her way to the left, making sure to use the mare's body for cover. As she neared one of the car, she moved her hand to the guns handle and pulled it free of the dead mare's grip and began firing it at the crowd, taking out two more.

Getting closer, two others ran around to try and flank her. Seeing them in time, Twilight held her own gun in her left hand and raised it, shooting them (16). Once they went down, she kicked the meat shield away before diving behind the car, taking cover as bullets shot passed her.

"Fuck!" She yelled as she ejected the mag in her machine-gun. "Not much left..." she groaned, sliding the mag back in.

She then dropped to the pavement and fired her machine-gun under the car, hitting a colt and a mare in the leg. As both fell down, she quickly crawled to the two she shot by the car and dragged them behind the car. Upon opening their cloaks she saw that both had an ammo belt on, each with a few left.

"Came prepared," she cooed, taking a magazine and loading it in.

She then stood up and fired at the two downed enemies, killing them both (14).

The teal colt lunged at Celestia, swinging his knife at her. The mare dodged before backing away from another swipe. When he went to jab her, she stepped aside and grabbed his wrist before forcing him to point it at his eye. Letting out a grunt, he grabbed her hands and began to push the other direction.

Both let out grunts of effort as they tried to push the knife towards the other.

"Give it up, Celestia..." the colt grunted, managing to force his hand to point the knife at the mare.

"I do no think so... you..." the alicorn replied as she forced the knife back the other way. "Oh, I have no time for this," she said, using her magic to grip the knife, which then flew out of the colt's hand and into his eye, making him stumble back and yell in pain. The alicorn quickly ran to one of the guns before shooting him three times in the chest. When he finally fell, Celestia sighed and gathered her guns. "Asshole," she grunted, walking to the edge of the roof and looking down.

The remaining fourteen enemies all took cover behind their vehicles. Celestia took careful aim and managed to shoot one in the head.

Twilight heard the gunshot and peeked out of cover to the colt go down. Looking up, she spotted Celestia and smiled. Just then, a couple of the enemies began firing at the roof top, making Celestia duck for cover.

The unicorn then growled and peeked through the car door window, able to see out the other side. She then lit up her horn and held her fist out to the side, sticking out her middle and index fingers. As she did, one of the enemy cars became alit with a lavender glow. The mare then lifted her fingers up, the car following suit as everyone watched it. The unicorn then smirked and rotated her fist, palm down and fingers spread, before slamming her hand on the pavement. The car then slammed into the ground, exploding and sending car parts everywhere.

Celestia looked down the side of the building to see a fire escape beneath her. Climbing over the edge, she dropped down onto it and began taking the stairs down. Once she was about a floor off the ground, she jumped and landed with a grunt. Holding out her guns, she began circling the burning car as she shot the enemies that survived.

Twilight then ran over to join her as she took out another couple enemies, before it seemed like they were all dead.

"Good work, Twilight," Celestia said with a smile as they both looked over at the clothing shop to see Tech emerge and look around. "I will go check on him," she said as they both heard the sound of approaching cars.

Looking down the road, Twilight saw about five Elemental cars coming their way, one of whose was Dash's.

"Here comes the cavalry," the unicorns sighed, about to put her gun away when she spotted something.

I trail of blood led from the enemy cars and into a nearby convenient store. Narrowing her eyes, she followed, gun still out as she stepped inside. The customers who were inside shopping had taken cover behind the shelves and the cashier had ducked behind the counter. Looking to her left, she saw a cloaked, white mare with long silver hair. She was sitting up against the wall with her right leg stretched out. Sticking out of it was a rather large glass shard.

Seeing the unicorn made the mare gasp. "Oh, no..." Twilight raised her gun and aimed it at her, making the mare gasp even louder. "No! P-Please, don't!"

The purple mare tilted her head and looked her over, before hearing the screeching of tires outside. Before long, Rainbow ran into the store to see Twilight aiming her gun at the mare.

"Are you gonna do it, Twilight?" She asked, pulling out her own gun. "Because, if not--" she started, looking rather pissed.

"No," Twi said, cutting her off as she put her left hand on Dash's chest. "Hold up. Killing her would be such a waste, wouldn't it?"

Dash eyed her before looking the white mare over, her eyes falling on the mare's tube-top-covered C-cups. "Waste..." she said, before shaking her head and returning to reality. "But, her team killed Citrus and Blitz! They also tried to--"

"I know what they did!" Twi snapped back, before looking at the mare and kneeling down. "But, I was thinking her punishment should last..." she cooed. "Don't you?"

Rainbow hesitated in confusion before chuckling, putting her gun away. "Of course, Mistress Twilight."

"M-Mistress?" The white mare asked.

"Well, you're off to a good start, aren't you?" The purple mare joked with a smile. "So, here's the deal..." she said, leaning in as her tone expression became serious, making the mare extremely nervous. "I will spare your life... if you become my pet."

"Y-Your pet?" Asked the mare. "Wh-What?"

"My pet," Twi repeated. "Now, let me be perfectly clear... You won't have it easy. Not at first. You have to earn it. And my girlfriend and I will fuck you day and night. Whenever we see fit." She then grabbed the mare's wrist, pulling her hand into her crotch so the white mare could feel her bulge. "I will fuck you with my cock... and my girlfriend will fuck you with a strap-on. We will pound that ass of yours until you're barely able to walk as we cover you in our juices. You will be our bitch. Our plaything..." She then pressed the barrel of her gun to the mare's neck. "Do we have a deal?"

The mare whimpered and looked the mare in the eyes, seeing she was serious. "I-I..." she said, sniffling. "W-Well, when you... p-put it that w-way..." she said with a nervous smile.

Twilight smiled and put her gun away before leaning in and kissing her roughly on the lips.

"Mistress at work again," Dash cooed.

The purple mare then pulled away and sat beside her, looking at the glass shard. "Rainbow? Could you find a piece of cloth?"

Dash nodded and rushed off to find something to bandage the leg with. As she did, the mare looked at her new mistress.

"Th... Thank you..." she whimpered.

Twilight quickly turned on her side and grabbed the mare's throat. "Thank you... what?" She said, glaring into the mare's eyes.

"U-Umm..." the white mare whimpered. "Oh! U-Uh... M-Mistress! Thank you, Mistress!"

The purple mare smirked and moved her hand to the mare's cheek. "Good girl... But, don't thank me yet."

"I-It's better than dying..."

Twi smiled and ran her hand down to her chest. "Would have been a shame to waste such a body..."

Rainbow then came back with a roll of bandages and knelt down by the white mare's leg.

"So, what's your name?" Asked Twilight as Dash took some of the bandages to wrap around her hand.

"C-Cauliflower..." The mare whimpered as Dash gripped the glass shard.

Rainbow then yanked the shard out, making Cauliflower yell in pain as she quickly covered the wound. The cyan mare then unraveled the bandages on her hand and wrapped them around the mare's leg.

"I'll just call you Collie," Twilight cooed. "My little bitch."

Dash soon finished. "That should do it for now. It still needs to be cleaned and dressed better, though."

Twilight nodded and put her arm around Cauliflower. "Now, get up. I'm taking you home."

Collie Training

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Twilight led Cauliflower out of the convenient store, Dash taking up the rear. As they walked around the burning car, Celestia spotted them and began walking towards them.

"What are you doing with her?" Celestia asked with a growl as Twilight held out her hand to stop her.

"Relax, ma'am..." Twi said reassuringly. "I got this. Death would be too quick for her... I'll make her suffer."

The alicorn stood in front of her and crossed her arms. "Suffer? You do not seem like the torturous type, Twilight."

The unicorn chuckled and backed up to the white mare, putting her arm around her. "I have my own ways to torture someone."

Celestia thought for a moment before sighing and rubbing her forehead. "I sure hope you know what you are doing..."

"Always do," the purple mare replied with a smile as she began leading Cauliflower back to her car.

Once there, Twilight gave the mare a shove. Letting out a grunt as she hit the car, Collie looked over her shoulder at Twilight.

"Get in," the purple mare ordered, pointing to the back seat.

Cauliflower nodded and quickly opened the door before climbing in. As she did, Twi leaned in and rested her hand on the door. "Stay here and don't... fucking... move..."

The white mare bit her lip and nodded, backing away into the opposite seat to get away from the mare. Glaring at her, Twilight closed the door and stood up, sighing.

"That make two now?" Asked Dash as she walked over and leaned against Twi's car.

"If you don't count Trixie, Lightning Dust, and you... then, yes. Two," the unicorn replied with a smile.

"Think she'll be easy to break?" Dash asked, looking in the window at he white mare.

"I think she doesn't wanna die," Twi said as she eyed the cyan mare. "What's she doing?"

"Cowering."

"Good," Twi said as she headed around to the driver's side door. "I'll meet you back at the hotel," she said, before looking over at Celestia. The white alicorn was standing by the burning wreckage of Blitz and Citrus' car again, Tech standing beside her. "Make sure she gets back safely," Twi said, before eying Dash. "Even if you have to drive her back."

"Of course," the cyan mare replied with a nod.

Twi smiled and opened her door, climbing in and turning on the engine. After buckling up, she looked in her rearview mirror. "Buckle up, pet. I don't want you damaged just yet..."

Cauliflower gasped and quickly buckled up before Twilight sped away, heading back towards the hotel.

Later...

Twilight opened the door to her room and forcefully led Cauliflower inside. After using her magic to close the door, she made her way to the living room area and threw the mare onto the couch. Collie let out a gasp as she hit the furniture and rolled onto her back.

"Good position," Twilight said with a smirk as she went over to her closet. "Stay just like that," she cooed, pulling out a bag and heading to her bedroom.

Cauliflower watched her leave and sat up, sweating nervously as she looked around the room. She soon sighed and accepted the fact that even if she could escape she wouldn't get very far before Twi found her again. She simply waited for the mare to return as she kicked her legs back and forth. Luckily she wasn't wearing much as she would've most likely been pulling at her shirt collar.

It wasn't long before Twilight returned with her mistress get-up; a latex corset which revealed the breasts, knee-high boots, and elbow-length gloves. Her meaty cock hung limply between her legs as she wasn't ready for it to be hard yet. Cauliflower gulped as she watched the unicorn approach her.

"Meet your mistress," Twilight cooed, gripping a riding crop as she stood in front of her. "Now... show me your ass."

"Wh... Wh-What?" Asked the mare, scooting back more into the couch as if she expected to be able to escape that way.

Twilight frowned and slapped her hard across the face, making the mare yelp. "Show me... your fucking ass!" She demanded.

Collie whimpered and slowly turned around, resting her top half on the couch and placing her feet on the floor.

"Much better," Twilight cooed as she placed a hand on the mare's ass, feeling it over. She then gave it a smack with the riding crop, making Collie gasp. "Time for your punishment. You've been a bad girl, haven't you?"

"No..." the mare whimpered.

What?" Asked Twilight, smacking her again.

"No," the mare repeated.

"Sorry?" Twi said before smacking her even harder.

"Ahh! Yes!" Collie yelled out.

"Say it," the mare growled, rubbing the crop against her reddening ass.

Collie whimpered and sniffled. "I... I've been a..."

"Spit it out!" Twilight yelled, whacking her in the ass, making the mare yelp.

"Ahh! I've been a... b-bad girl!" Cauliflower yelled out.

"Who's my bitch?" Asked Twilight, gripping the mare's ass.

The white mare winced as her ass stung like a bitch. "I... I-I am..." she whimpered.

"Say it," Twi said through her teeth as she smacked the mare's ass with her hand.

"Aahh!" Collie yelled out. "I-I'm your b-bitch!"

Twilight smiled and ran her hand over the red ass, making Collie wince. "Good girl..." she cooed before gripping the mare's red panties and pulling them down to her ankles. "Time for your first reward..." she said as she pushed two fingers into her pussy.

The white mare moaned out and arched her back as she gripped the couch. "Oh, fuck..."

Hotel on Parker Street...

Daisy flipped through a magazine as a brown colt entered the lobby. Looking up, she smiled and pushed her glasses up on her face so she could see ahead better. She then smiled with a blush as she saw who it was.

"Hey, Daisy," the colt said with a smile.

"Dune," the white mare said as she eyed her magazine.

"I told you everything would be okay if you helped us..." he said as she leaned on the desk. "And, sorry for not visiting earlier... A lot's been going on..." he said with a sigh. "Did you hear about that explosion?"

"Near the bowling alley?" Daisy asked.

"Yeah... That was Citrus and Blitz..." Dune said as he tapped the desk. "This new gang blew them up in their car..."

Daisy gasped and covered her mouth. "Oh, no... That's awful..."

"Our leader took it the worst... She feels responsible as she was the one who sent them on patrol..."

"That's terrible..." the mare said. "But, you'll find out who it was so they don't hurt anyone else, right?"

"One of our guys is looking over some video footage to try and track the killer down..." Dune explained. "Unfortunately, there are a lot of cameras in the city."

"Well, I hope he finds the killer soon, then..." Daisy said as she looked at her magazine.

"But, I didn't come here to deliver bad news," Dune said with a light smile.

Daisy's glassed slid to the tip of her nose before she pushed them back, looking up at him. "Oh?"

The colt smiled and nodded. "I came to see you, remember?"

The mare blushed and smiled. "Yeah..."

"When do you get off work?" He asked.

"M-My shift ends in, like... a half hour..." Daisy said, tilting her head. "Why?"

"Because... I'd like to rent a room here."

Daisy hesitated in thought for a moment before blushing. "O-Oh... Really? W-With... me?"

The colt dug into his pocket and pulled out his wallet. "How much for a room?"

The mare's blush grew before she quickly began looking up the available rooms on her computer. "U-Um... One-fifty per night..."

"One's all I need," Dune said, putting his credit card on the counter.

Daisy eyed it for what seemed like forever before she quickly took it and swiped it into the card reader. "Okay. R-Room 5B. Second floor..." she said, putting the credit card back on the counter before fetching the room key. "W-Would you like a duplicate?" She asked, holding up two identical keys.

Dune smiled and took one of the keys. "Keep the other one."

"R-Right... O-Of course..." the white mare replied, clearly nervous and excited.

Dune noticed this and reached his right hand out, placing it on her cheek and rubbing gently. The mare smiled and placed her left hand on his. After a brief moment, he pulled his hand away and took his card, heading off to his room.

Daisy watched him leave before looking down at her magazine with a huge blush. Her glasses slid to the tip of her nose before she pushed them back up again. "Oh, boy..."

Elementals' Hotel (Twilight's Suite)...

Twilight pulled out of Cauliflower's slit and brought her fingers to her mouth, licking them. "Mmm... You taste good, Collie," she cooed as she sat beside her on the couch.

The white mare looked up at her, panting. "C-Can I... s-sit down now?" She asked.

Twi frowned and leaned forward, smacking her ass hard. "Can you sit down... what?!"

The mare let out a yell of pain. "Mistress!"

"Sure. Sit between my legs," Twi said as she spread her legs, her cock hardening and stiffening.

Collie watched it with a blush, looking up at Twilight to see her glaring. Letting out a gasp, she quickly slid off the couch and knelt between her mistress' legs.

"Good..." Twi cooed. "Now, start licking."

Collie gulped and looked at the throbbing meat. She then slowly reached out and gently gripped it, feeling it in her hand and shuddering. She had never held a cock so thick before and was impressed by how big it was. "W-Wow..." she said as she stroked a little before leaning in and licking the tip.

Twilight shuddered and smiled. "You like my throbbing cock, pet?" She asked as she gipped the couch.

"Oh, yes..." Collie cooed before licking up the shaft. "I've seen cocks before, but... yours is... something special..." She then wrapped her lips around the tip and began bobbing her head.

"Mmm... I think I found your strong point..." Twi moaned out. "You suck good..."

The white mare looked up at her as she gave her mistress a blowjob, smiling lightly. Twi leaned back and moaned while placing her right hand on the mare's head and moaning.

Hotel on Parker Street...

Daisy walked down the second floor hallway wearing long blue pants and a purple, long-sleeve shirt. Letting out a few light breaths she approached the door labeled 5B. Hesitating, she took out her key and slid it into the lock, before slowly turning it. When there was a click, she opened the door and stepped inside.

"Hello?" She asked, looking around."

She then spotted light coming from the bathroom door as a voice called out, "I'll be out shortly!"

Daisy blushed and closed the door before heading over to the bed and sitting down on the edge. It wasn't long before the colt came out with black shorts and a black, short-sleeve shirt.

"Hey, Daisy," he said, walking over and sitting beside her.

"Dune," the mare replied with a blush. "So... H-Here we are..." she said, looking away shyly.

"Yep..." Dune said with a smile. "Here we are. Shall we get started?"

Daisy blushed heavily, taking a deep breath before gripping the bottom of her shirt. She really liked this colt ever since they first met. He seemed kind and gentle. The kind of traits she was looking for in a boyfriend. She then began pulling her shirt up, revealing her stomach before Dune gently grabbed her wrist. The mare stopped and looked at him.

"Little fast, isn't it?" He asked.

Daisy went wide-eyed and let go before covering her eyes. "Oh, right... I... I thought... I-I didn't..." she stammered, blushing hard as she was clearly embarrassed and on the verge of tears.

The colt put his hands on her waist and gently pulled her into his lap, making her remove her hands and grab his shoulders for support. "This your first relationship?"

Daisy nodded meekly. "Mmm..."

"I see... Well, first... we start with kissing..." Dune explained. "The other stuff comes much later," he said as he placed a hand on her cheek.

The mare smiled and nodded as she closed her eyes and relaxed her mouth, her lips parting slightly. Dune smile and leaned in, kissing her on the lips passionately. Daisy's blush grew brighter before she wrapped her arms around him and kissed back.

Elementals' Hotel (Twilight's Suite)...

The purple mare moaned out as she thrust her hips into her pet's mouth, grunting as she let out her entire load. The mare's mouth filled up as a lot overflowed and ran down her chin.

"Mmm..." Twilight moaned, licking her lips as she held the mare in place so she couldn't pull away. "Swallow it," she commanded.

Cauliflower blushed and began to audibly gulp the massive load entering her mouth. When she finally managed to swallow the thick load, she gasped for air and coughed as Twilight pulled out. Strings of saliva hung down from Collie's mouth as she coughed some more.

"Did I... p-please you, mistress?" The white mare asked.

Twilight smiled and nodded. "Good enough... Now, remove your top and hand me your clothes."

Collie nodded and slowly pulled her top off. She figured that since they just had sex, her taking off her top was child's play in comparison. This made it easy for her to strip and hand her new mistress her clothes. "H-Here..."

Twi smiled and took them, getting up and heading towards the bedroom. "Rest up, pet. Your training is far from over," she cooed, disappearing into the bedroom.

Cauliflower sighed and climbed onto the couch, lying down and closing her eyes.

Hotel on Parker Street...

Dune and Daisy broke the kiss as the mare smiled sheepishly.

"Th-That was my first kiss..." she said with a blush.

"And, it won't be your last," Dune cooed as he rubbed her back. "Now, it's getting late. Why not end this here and I can take you out on a real date tomorrow?"

"A r-real d-date?" The mare asked, blushing some more. "That sounds... That sounds lovely," she replied with a smile.

Dune chuckled and gave her a quick kiss on the cheek. "Then, go on. Go home. I'll see you in the morning, okay?"

The mare giggled. "I have my own room here. But, yes. I will see you in the morning..." She then climbed off his lap and began backing up towards the door. "Thank you for this... It was... lovely," she said shyly.

"Well, I'm glad you enjoyed it," the colt said as he watched her. "I really like you, you know..."

Daisy gasped as she backed into the door. "Oh, uh... I really like you, too..." Her blush grew at this before she quickly turned, opened the door, and left.

Dune let out a chuckle and lay back on his bed, staring up at the ceiling. "What a nice smile..."

A Day In The Park / Succubus Play Time

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The Park...

Sunset Shimmer entered the park, wearing a white shirt, jeans, and her leather jacket. She approached a bench and sat down with a sigh, looking around as she saw a couple others playing and enjoying the nice day.

As she relaxed, a red colt with short black hair ran by and stopped a couple feet away to catch his breath. He was wearing jogging shorts and a white sleeveless t-shirt. Sunset eyed him and chuckled, making him look at her.

"What?" He asked, wiping his forehead.

"Out of breath?" She asked, leaning back and crossing her legs.

"Out of breath? I've been jogging for almost an hour.

"Oh, an hour, huh?" Asked Sunset with a smile. "Not bad."

"Oh, and how long can you run?"

The mare gave a chuckle and sighed. "About an hour."

The red colt gave a light smirk at that.

Bit & Bridal...

Flog hummed softly to himself as he sat down at his workbench. It wasn't long before he felt a light tickle on the back of his neck. The colt gave a hum as he turned his head to glance back from his work. There was no one there. It was then he heard a faint, echoing giggle which could only be coming from one individual.

"Hello, little Ruby... Come to play today?" The colt cooed as he looked back at his work.

"Aww, how'd you know it was me?" Asked the mare's voice, her body nowhere to be seen.

"Well, you do have quite a nice voice. It's easy to pick out."

"Such a flatterer..." the voice cooed before the colt felt hands on his legs.

He raised a brow and looked down. The red mare was on her knees under the desk, looking up at him.

"Hey. What's up?" She asked with a wink.

"For you, my desk. For me, the ceiling," Flog joked, giving her a pat on the head.

Ruby giggled and rested her chin on Flog's crotch. "What are ya workin' on?" She asked.

"Oh, it's nothing much really..." the colt explained. "I'm just fixing up some of the more technological toys that came in."

Ruby smiled and buried her face in the colt's crotch. "What happened to good, old-fashioned rubber dildos?"

"Well, those are still popular. It's just now they've added ways to make it do more... Or keep it on and in as long as one likes."

"I don't need toys to make my partner cum..." Ruby cooed before giving Flog's crotch a gentle bite. "Mmm... I'm perfect without them..."

Flog chuckled, looking down at her. "And that's completely your choice, little Ruby."

The mare smiled and ducked down before popping up behind him, wrapping her arms around him. "Mmm... You know I can make any colt cum within mere minutes... Comes in handy when feeding..."

"I would imagine so," Flog said, glancing back at her.

The mare smiled at him and jumped up, landing on the ceiling before standing up upside-down. She then walked across the ceiling before standing in front of Flog. "Maybe I could show you some time," she said with a smile.

"Well, I wouldn't mind, so long as it was okay with both Sterling and your sister," Flog said with a smile.

"My sister only helps out when I'm starving... She doesn't like to have fun on a regular basis..." Ruby explained with a smirk. "So, that leaves only your sexy dragoness."

"Who I hope you are getting along with?" Flog asked raising a brow.

The red mare chuckled. "I may have teased her a little bit earlier," she said with a stifled chuckle.

"Well, so long as it's all in good fun..."

"Oh, I'm having some good fun," Ruby cooed as she laid on her back on the ceiling, looking down at Flog.

"Heh... Well, don't rile her up too much unless you're willing to deal with the consequences."

"Oh, what consequences?" Asked Ruby. "Is she gonna spank me? Fist me? Oh! Maybe she'll tease me?" The mare asked with a cocky smirk.

"Maybe all three... and more. Never know what she's planning sometimes.”

"Mmm... Sounds like fun," she cooed before performing a hand stand and dropping down into Flog's lap, facing him. "But, I've already had lesbian sex today..."

"Oh, did you? That's nice."

The mare then leaned in so their noses touched. "I'm still hungry..."

"Ahhh... I see," Flog said with a small chuckle.

"Would you like to make my red ass even more red?" She asked as she pressed her bare chest to his.

"I didn't know you liked spankings," Flog cooed teasingly.

"I'm a Succubus. I like everything," she cooed with a sexual growl in her voice.

"Well yes, but surely you have some fetish favorites, right?"

"Depends," said Ruby, wrapping her arms around Flog's neck, interlocking her fingers before leaning back in his lap. "For a mare, I like to slip my long tongue inside her pussy... or slide my tail all the way in there... For a colt, titty-fucking. But, if the colt were to do something to me... then, maybe... hard anal. With spanking."

"That's interesting," Flog hummed with a small smile.

"Is it?" Asked Ruby. "How is it interesting? Have you got... ideas?" She asked with a smirk.

"Perhaps..."

"Well, don't keep me waiting..." Ruby said with a smile. "What you got?"

"Well, if you're so set on a go with me then perhaps something like this... You in my lap and me in your rear, easy slapping distance," Flog cooed, giving her rear a light tap before holding up his phone In his other hand. "And Sterling just texted an OK if that's what you want."

"Mmm... Well, if the dragon says it's okay..." Ruby cooed as she lightly gyrated her hips against the colt's lap. "What are ya waiting for?"

Flog chuckled and gave her rear a slap. "Think you can get my shorts down on your own? Or do you need help?" He teased.

Ruby smirked and wrapped her legs around his waist before lifting her butt off his lap. She then reached down and undid his pants before using her tail to grab them by the belt loop and pull them down.

"I think I can manage." she cooed, wrapping her arms around his neck as her tits sat near his face.

Flog then smirked and give her rear another slap.

The Park...

"So, what do you do?" Asked the colt, sitting on the bench beside Shimmer.

"Well, right now I'm part of the Elementals..." Sunset explained. "I wasn't always, though..."

"The Elementals? Aren't they the ones who saved the city?" He asked. "Twice?"

The mare nodded. "Though, I was only part of the team the second time... And, even then I didn't really do anything..." she said, sounding a little upset about it.

"Well, maybe during the next threat you can do a lot."

Sunset let out a scoff and chuckled. "Oh, the next one... Right..."

The colt chuckled with her and then suddenly stopped. "Wait, are we being threatened right now?"

"Didn't you hear about that explosion by the bowling alley?" She asked.

"Well, yeah, but... I didn't think it was a gang attack..."

"Trust me, if anything goes boom around here... it's probably a gang attack..." Sunset then tilted her head and smiled. "Say... what's your name, anyways?"

"I'm Shade. Red Shade. You?" He asked, holding out his hand.

The mare smiled and took his hand. "Sunset Shimmer," she replied, feeling his firm grip.

Bit & Bridal...

Ruby giggled as she pulled his pants down and wrapped her tail around his rod. "Mmm... So hard... Though, I suppose being around sexy girls all the time makes it easy to have a boner..."

"Nah. I've just gotten used to standing at attention when called for," he cooed, giving her rear a rough smack.

The red mare cooed and giggled before aligning the colt's cock and dropping down on it. In less than a second, the rod was in deep as the mare let out a moan. "Oh, yeah! Right in the ass!" She moaned out.

Flog gave a smile, bucking his hips as he began rhythmically slapping her ass.

Ruby smiled and moaned arching her back. "Oh, yeah! Slap that ass!" She moaned out, rocking her hips. "Fuck me good!"

"As you wish," Flog cooed, doing as she said.

The mare giggled as she bounced up and down, making smacking noises every time she dropped down. Her tail then coiled around his leg as her wings shot out behind her, going stiff before flapping once. "Fuck, yes!" She moaned out.

As she did, Flog slapped her rear harder and gave her tail a small tug. "Mmmm... How's this for you, little Ruby?"

Letting out another gasp, Ruby giggled and tilted her head back as her wet folds began to leak out onto Flog's crotch as he gave a harder yank.

"My, someone's enjoying herself," he cooed.

Ruby leaned back as she looked at him with her piercing red eyes, like she was peering into his soul. "Mmm... Of course I am..." she cooed. "I'm getting it... in the butt..." she moaned out.

Flog let out a chuckle as he bucked his hips into her harder. "Indeed you are."

The Park...

Shade held up his wrist and looked at his watch. "Oh, I gotta go. I need to pick up a friend," he said, getting up. "It was nice to meet you, Sunset," he said with a smile before walking away.

"Yeah, you too, Shade..." she said, watching him break into a jog before sighing and looking up the sky, feeling slightly upset that this encounter didn't go anywhere.

However...

It wasn't long before she felt a tap on her shoulder, making her look to her left.

"You're at the hotel, right?" Shade asked. "The one with the purple E spray-painted on the side?"

Sunset smiled and nodded. "Yeah. You know where our base is?"

"It's not that hidden with the big E out front. Also that street fight in front of it sort of gave it away. The whole city knows where to find you."

"Well... That sucks," Sunset muttered.

"No, don't worry about it," Shade said as he backed away with a smile. "We all love you guys." He then turned and broke into a jog again as he left.

Shimmer smiled and sighed happily, looking back up at the sky again.

Bit & Bridal...

"That's it," the mare panted. "Come on... Let it out inside me," she moaned, letting her long tongue hang a foot from her mouth.

"As you wish!" Flog called as he pulled her down and pulled her tail extra hard as he came.

Ruby moaned out loudly before hugging the colt and kissing his neck. "Mmm... That's it... Fill me up..."

Flog chuckled as he emptied into her, idly pulling her tail and spanking her rear.

The mare let out a giggle and sighed. "That was great... I wouldn't mind being spanked every now and then," she said with a wink.

"Well, I'm happy to oblige, little Ruby," Flog said, reaching up and pushing a few stray hairs out of her face.

The succubus gave him a smile. "Good," she cooed, before jumping back off the colt's lap and onto the table. "Well, I think that's enough for now," she cooed, stretching her arms as she stood on the very edge of the desk.

"Glad to be of help, then," Flog said with a smile.

The mare then stepped off the desk, standing beside the colt. AS she left, she ran a hand over his chest as she hummed. "See ya lata..." she cooed, leaving the room with a reddened and white-streaked ass. Flog let out a chuckle as she left before returning to his work.

True Colors

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Chrysalis lay in her and Shy's bed, nude and staring at the ceiling in thought. After a while, she sat up and sighed, getting out of bed and heading into the bathroom. Fluttershy was laying in the tub with bathroom lights out. The only light came from a few candles. The Changeling stepped up to the tub as Shy looked up at her.

"Hey," the butter mare said with a smile.

The queen smiled and climbed into the tub, laying atop her lover with her head on her shoulder. "Hi..."

"What's up?" The shy mare asked as she gently rubbed the Changeling's back.

Chrysalis sighed. "I've just been thinking... about everything... About how the whole city still sees me as a threat... Every time I leave, I have to disguise myself to not attract attention."

"We'll find a way eventually," Fluttershy said with a smile. "Just give it time... Eventually, everyone will forget, anyways..."

"Yeah, I guess you're right..." the Changeling muttered. "You know, I... I think I'll go for a walk..."

"Are you sure?"

Chrysalis nodded. "Mmm-hmm... I need some fresh air to help clear my head..."

Fluttershy nodded. "Alright... Don't be gone long. It's getting late."

"I won't, Chrysalis replied as she gave Shy a kiss on the lips before climbing out of the tub.

She then grabbed a towel and wrapped herself up in it, sitting on the toilet lid as she leaned back, sighing. Once she was dry enough, she stood up and removed her towel, standing nude as she fixed her hair. Looking over at Shy, she saw the mare watching her with an erection.

"See something you like, sweetie?" Asked Chrysalis with a chuckle as she walked over to the tub again and knelt down.

"S-Sorry," Flutters replied with a blush. "You just looked so... hot... all wet and shiny..."

Chrysalis chuckled and reached a hand into the tub, gipping Shy's rod and stroking it. "Well, I know something we could do tonight..." she said, speeding up her strokes.

Shy let out moans and gasps as she arched her back. "O-Oh, yeah? Wh-What's that?"

"Some sexy foreplay..." the Changeling answered, rubbing the rod's head before going back to the shaft. "Then, maybe some gentle sex..."

"G-Gentle s-sex is g-g-good..." Flutters replied with a moan.

Chrysalis rested her arm on the edge of the tub before resting her chin on her arm, stroking the mare's cock while watching her. "Feeling close?"

Shy nodded before moaning loudly, thick ropes of cum shooting form her cock. Chrysalis watched as the pegasus' body and face became covered in jizz. While the cum on her body washed away from the water, the cum on her face stuck, making her shudder. Chrysalis then pulled her hand back and licked some cum off before leaning in and kissing Shy on the lips.

"Enjoy your bath, babe," she replied before getting up and leaving the room.

Shy weakly waved bye before panting heavily. "Wow..."

Chrysalis, disguised as a green mare with long black hair and wearing a white shirt with jeans, left the hotel and began walking down the sidewalk, looking around at the city she once tried to take over. After a while, she passed by a newsstand with a front page article that caught her attention. It had an image of her and beside it was a picture of the burning ruins of New Horizons. The article mentioned dangers and threats the city had faced and how the Elementals gang helped stop them. The disguised queen reached out and ran a hand down the image of her.

The colt behind the stand eyed her and then the article she was reading. "You know, this city owes a lot to the Elementals," he said with a smile. "If it weren't for them then that... thing would've take over..." he said as Chrysalis looked at the picture of her again.

"Changeling," she corrected. "And, yes... The Elementals are quite spectacular, aren't they," she said.

The colt started to say something but stopped short as Chrysalis turned and began walking away.

Letting out a sad sigh, the queen turned a corner and stopped, staring. Down the road a bit was a red and black car parked on the sidewalk. One black colt with short brown hair stood by the car wearing an opened black coat and black shorts. On his feet were black sneakers as he had his arms crossed and looked inside of a nearby shop.

Onlookers watched from all around, careful to not get too close as they seemed afraid. Two bodies lay in the street, blood leaking from bullet holes in the head.

"Hurry up!" The colt called. "We don't have all day!"

A purple mare with medium-length yellow hair then came out, dragging a brown colt and a young brown filly, who appeared to be about 8. "I found the shop owner," she said with a smirk. "And, look. He has a daughter."

"Perfect," the colt cooed, grabbing the young filly and pulling out a gun, putting it to her head. "What's the combination to the safe upstairs?" He asked. "The one my friend here found."

"P-Please," the dad begged, getting to his knees. "It's all we have. Business has been slow, and--" He was cut off as the colt cocked his gun and pressed it to the girl's head again.

"We won't ask again. What's the combination?"

"Daddy..." the girl whimpered, tears running down her face.

Her father looked at her and shuddered. "A-All right... I'll tell you, just... just don't hurt her..."

"Good," the mare cooed, getting to her knees beside the dad. "What is it?"

"F-Four... two... th-three... s-six..." the colt answered. "Now, please... Let her go..."

The colt smirked and shook his head. "Sorry. I lied," he said, starting to pull the trigger.

"Hey!" Came a voice, making everyone look over at the green mare. "I wouldn't do that."

The purple mare chuckled. "And, what do you think you're gonna do?" She asked, pulling out her gun and aiming it at her.

The green mare narrowed her eyes and began walking towards them. "Didn't you get the memo?" She asked. "No one fucks with this town."

Both the mare and colt chuckled and the colt turned to face her. He pulled the little girl in front of him, still holding the gun to her.

"Not another step," he said with a grin.

The green mare grinned back as she held out he hand. Both the mare's and colt's guns became engulfed in a greenish aura. The green mare then flicked her hand to the side as the guns flew from their hand.

"What the hell?" Asked the black colt as the little girl ran over to her father.

"I told you..." the green mare answered as she kept walking towards them. As she did, she became engulfed in a green, magical aura as she turned back into her true self.

The onlookers gasped as the mare and colt glared at her.

"You're that Changeling bitch," the purple mare growled.

"Yes," the queen said as she stepped up to them. "I'm the Changeling bitch."

The purple mare threw a punch before Chrysalis grabbed her fist, pulling her close. She then kicked the black colt in the stomach and then threw the mare into him. Both fell to the ground as Chrysalis reached her hand out to one of the guns. After glowing green, it flew into her hand before she aimed it and fired it at the mare and colt.

Hesitating, while still aiming at the attackers, she looked around at the large crowd before looking down at the father and daughter. "Are you two okay?"

The dad simply nodded as the Changeling lowered the gun and then tossed it onto the bodies. She then turned to leaved when she heard a few from the crowd gasp softly before she felt a small hand lightly grab her right hand. Stopping and looking down, she saw the little girl looking up at her. Hesitating only slightly, she knelt down to be at eye level with her.

"Thank you," the little girl said before wrapping her arms around the queen and hugging her.

Chrysalis let out a soft gasp as she went wide-eyed, a single tear falling from her eye. She then smiled and hugged the girl back. "You're welcome..." she said softly.

She then let go as the little girl smiled at her, reaching out and feeling her cheek.

"You're different," the girl said, feeling the queen's face.

"I'm a Changeling. Of course I'm different," the Changeling replied with a smile.

The girl then reached out and gently grabbed Chrysalis' left hand, lifting it up to look at it. "Cool," she said, before feeling the queen's talon-like fingers. "They're sharp."

"But, I can be gentle with them so I don't cut anyone," Chrysalis explained. "But, you think that's cool?" She asked as she changed into Twilight, then Applejack, Pinkamena, Fluttershy, and then back into herself.

The girl giggled and clapped her hands together. "Can you do my dad?" She asked with a wide smile.

Chrysalis chuckled and turned into her dad before turning back. "I can be anyone," she said, before turning into a copy of the girl. Her clothes also magically changed to match the girl's.

"Wow," the girl said with a giggle, raising her hands as Chrysalis did the same. Both then pressed their hands to the other's, comparing them. "You look just like me..."

"Neat, huh?" Asked the queen in the girl's voice, making her giggle.

Chrysalis then looked around at the crowd and then back at the girl as she turned back into her true self. "Come on... Let's get you back to your father," she said, standing up and holding out her hand.

The girl took it as Chrysalis began leading the girl back to her father. Once there, the father took his daughter's hand and gently pulled her close to him.

"Thank you," he said. "I guess... we were wrong about you," he said with a light smile.

"Mmm... No..." The queen replied. "You were right... and everything you heard about me was true... But, I've changed. I'm helping the Elementals now..."

"Clearly," the dad said with a smile. "Thanks to you, my daughter's still alive... and our money is safe."

"You're welcome," Chrysalis said as she eyed the crowd. "Though, you may want to change that combination."

The father let out a chuckle and nodded. "True," he said, holding out his hand.

Chrysalis smiled and took it, shaking it before applause broke out over the crowd. The queen flinched a little before looking around, surprised by the sound.

"Word travels fast," the colt said with a smile. "What's your name, anyways?"

The queen looked at him with a smile. "Chrysalis," she replied. "It's Chrysalis."

The Wet Mare, Re-Opening Night

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Vinyl and Octavia entered The Wet Mare and looked around. The place had been cleaned up and no evidence of a fight was anywhere to be seen.

"They sure did a good job fixing this place up," Octavia said with a smile.

"They sure did," Vinyl agreed. "Just took a few days for them to reopen..." She and Octavia then began setting up.

After a few minutes, Vinyl had her equipment set up as Candy walked over to them.

"Glad to see you back, Vinyl," she said with a smile, wearing her typical black tape over her nipples and black panties.

"Gotta pay the bills somehow, right?" She asked as she hugged the mare.

Candy smirked and slid her hands down to her butt. "You know I missed this, too, right?" She asked, giving the butt a squeeze before letting go.

"You missed more than that," Vinyl cooed. "I was thinking of doing one of my... special shows..."

Candy gasped and clapped her hands together. "Nude DJ?" She asked, eyes gleaming.

Vinyl smirked and nodded as Octavia rolled her eyes. "Yep," the Dj confirmed. "Figured it be a good way to bring in the crowd on our re-opening night."

"I'll go get the posters!" Candy yelled, taking off.

Octavia let out a chuckle. "You've played nude before?"

"Sure," the white mare said, turning to Octavia and placing a hand on the side of her neck. "It's strictly a look-but-don't-touch show... Though, Candy likes to cop a feel every now and then..."

"Every now and then?" Asked the cellist, raising an eyebrow.

"Alright..." Vinyl replied with a chuckle. "All the time. But, it's Candy. We love Candy."

"I know," Octavia agreed with a smirk. "But, just her, right?"

"Of course..." The white mare then slid her hands to her mate's waist and pulled her close. "You know you're my girl, right?"

"Mmm... I better be," Octavia said with a smirk. "I became a vampire for you, after all..."

"That you did," Vinyl replied with a smirk of her own, before leaning in and kissing the grey mare on the lips.

Octavia closed her eyes and kissed back as she wrapped her arms around the DJ. After a minute or two, Octavia pulled back and smiled.

"Better strip..." she said, before looking her up and down. "Show everyone that body of yours."

As the white mare began to remove her clothes, Candy came back in and saw them. She instantly began making her way towards them with a smile.

"Posters are up," she cooed.

The DJ had set her jacket on the back of her seat before tossing her shirt under the DJ booth. "You went out with just the tape on?"

"Yeah?" Asked Candy. "So, what?"

Octavia eyed her and smiled. "You really don't mind others seeing you like this, do you?"

The pink mare gave a little smirk. "Why? Should I?" She asked, turning sideways and running her hands down her body.

The cellist smiled and smacked her ass. "Go back to the bar." Candy giggled and ran off as Octavia gasped. "I just slapped her ass..."

"Blood lust," Vinyl said. "It's what gives you that euphoric feeling when drinking blood... It also makes you a bit more open to stuff like... ass slapping... or public displays of affection... Like this," she cooed, pulling Octavia close and kissing her neck. "Prepare to be a changed mare, Octi. It's not a bad thing. You'll just... feel more alive than ever before..."

"I suppose I could get used to this," the gray mare said with a chuckle as she ran her hands down Vinyl's back to her butt. The cellist tilted her head back and closed her eyes before letting out a gasp.

"What's wrong?" Asked Vinyl as she pulled away from her lover's neck to look her in the eyes.

Octavia chuckled and looked at her. "Um... I sort of had... sexual thoughts... Pictured myself with a bunch of... mares and stallions... All worshipping my body..." she said with a sheepish chuckle.

Vinyl smirked. "That's the feeling of dominance. It's quite common."

Octavia smiled as Vinyl pulled off her bra and tossed it under her DJ booth.

"Let me help with those," the gray mare cooed as she got to her knees and began undoing her pants.

"Whoa, babe..." Vinyl said with a chuckle, stumbling slightly as her lover pulled her pants down. "Getting into it, huh?"

"Of course," the cellist replied. "I never realized how fun it was to just... go for it..." she said, before planting a kiss on Vinyl's knee.

The white mare smiled and slid her feet out of her pants, kicking them aside. Octavia then ran her hands up and down Vinyl's right leg, gently caressing her lover's skin. She then reached up and gripped Vinyl's panties, pulling them down as the white mare stepped out of them. Staring at the pussy in front of her made her hot all over and she quickly leaned in and began licking away.

"Ho-oly shit..." Vinyl moaned with a gasp as a few mares and stallions entered the building, looking around.

They all immediately spotted the action and began heading over. Candy looked over from the bar and gasped, rushing over and leaning in close to Vinyl.

"Is this gonna... take a while?" Asked Candy.

Vinyl moaned and looked down at Octavia before looking at the gathering crowd. "Th-This might take a bit," she said with a smile as she placed her hands on Octavia's head.

Candy giggled and ran towards the front door. "Free re-opening night show!" She announced.

Vinyl chuckled and pulled off he bra, tossing it aside. She now stood fully nude with Octavia licking away at her slit. The cellist pulled away to lick her lips before looking over her shoulder at the crowd. Blushing, she felt her insides heat up. Her eyes fell on a white unicorn mare with triple-hued purple, shoulder-length hair. Her tail was cut short and she wore a white t-shirt with a purple vest that covered her C-cups. For pants, she wore really short jeans.

Octavia licked her lips at the mare's athletic body. Vinyl eyed her and smiled, kneeling down.

"You're free to have some fun and explore, babe," she cooed, kissing Octavia's neck. "Remember... It's all part of the job..."

Octavia smiled at her before standing up and walking up to the white mare, looking into her light purple eyes.

The white mare smiled back, eyes going half-lidded. "Hey..."

Octavia leaned in and whispered into her ear. "I would love to... explore your body..." she cooed, placing her hand on the mare's stomach.

The white mare chuckled and placed her hand on the mare's back. The cellist reached down to her crotch and rubbed, before letting out a gasp.

"You feel it," the white mare asked.

Octavia rubbed more and then looked the mare in the eyes. "I'd love to... um..."

The mare looked around at the cheering crowd, smiling and nodding. Octavia smiled back and dropped to her knees, quickly undoing the mare's pants and pulling them down. The crowd, as well as Octavia and Vinyl, all stared in awe at the white mare's thick cucumber.

"Wow..." Octavia said as she gripped it, stroking it before leaning in and sniffing it.

Vinyl chuckled and went to her booth. "Let's make this even better," she said, picking up a vinyl from under the booth and twirling it on the palm of her hand. She then slammed it onto her booth and turned up the volume as loud, rave music began blaring. "Aw, yeah!" She said, putting on headphones and bopping to the beat.

Octavia looked at her marefriend and then back at the thick dick in her hands. She instantly wrapped her lips around the tip before taking the whole length into her mouth. The white futa mare moaned and placed her hand on Vinyl's head, the crowd cheering them on as Vinyl watched them. Before long, Octavia gently bit into the mare's cock, making the mare moan in heightened pleasure before gasping and looking down at her.

Octavia went wide-eyed and looked up at her, pulling off of the cock and closing her mouth to hide her fangs. Seeing the mare was still wide-eyed, she quickly stood up and hugged her, moving her hands to her butt and rubbing to not make the audience suspicious.

"D-Don't say anything," she whispered so that only the mare could hear, sounding nervous as hell. "I'm not dangerous... I promise..."

"B-But, you're a, uh... You know..." The mare said, still in slight shock.

Octavia nodded and kissed her neck. "I would never hurt anyone. The biting is just to enhance your pleasure..."

The white mare ran her hands to Octavia's butt and smiled. "Then, you should advertise that... Folks would pay a lot to have someone like you service them..."

Octavia pulled back slightly and smiled. "You think?" She asked, still rubbing the mare's butt.

The futa nodded. "It felt really good when you bit into it..."

"W-Well... Maybe after the re-opening..." Octavia started with a smile. "we could find a room..."

"Perhaps," the mare replied with a smile. "By the way, my name's Magic Tricks."

"Octavia," the cellist replied, reaching down to stroke her cock again.

She then got to her knees once more and began giving the mare a blowjob again, swirling her tongue around the shaft before biting into it. As she gently rubbed the shaft with her left hand, she cupped the balls in her right and worked the tool rather expertly before Magic Tricks grunted and came hard. Octavia let go and took as much of the cock into her mouth as possible and began swallowing, not letting a drop escape her lips.

Once the orgasm was over, Octavia licked the cucumber clean of any traces of jizz before pulling the mare's pants up. She then stood up and kissed the mare briefly.

"Later," she cooed.

Magic Tricks nodded and smiled, panting lightly. "Yeah... Later..."

Candy smiled and walked over to the DJ booth and took the microphone. Vinyl lowered the volume as the pink mare began to speak.

"Round of applause for Octavia!" She called as the crowd cheered, the cellist blushing as she licked her lips. "And welcome everyone to the re-opening of The Wet Mare. Everything's the same so go on! Enjoy the shows! Have sex! Get wasted! All that good stuff!"

Everyone cheered again as the place now had tons more customers. As the crowd split off, Magic Tricks stayed behind.

Octavia eyed her with a smile. "Right now?" She asked.

The futa smiled and nodded, turning to head towards the back rooms. Octavia looked over at Candy, who was smiling back.

"Let her pay afterwards," the pink mare cooed.

Octavia smiled lightly and looked at Vinyl. "And, I thought I was getting out of this business," she said with a chuckle, before walking after Magic.

Vinyl watched her leave before looking up at Candy. "Yeah, she's trying to make classical music and get an album deal... It's, like... her passion."

"Well, I think she'll be good at it," Candy replied with a smile. "I seem to remember back when she used to play her cello. She was certainly a pro."

"Is," Vinyl corrected with a smile. "She still is a pro... She just needs inspiration..." she said, looking towards the back rooms.

The Military Warehouse

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A figure in black slipped through the fence to a warehouse on the east side of the city. Unlike the abandoned one that Chrysalis made a home out of on the west side, this one seemed to be populated as there was lights on outside and stallions in uniform patrolling the perimeter.

The figure hid in the shadows by the fence, watching the patrols. He then placed a finger to his ear.

"I got four on this side. You?" He asked.

Soon, a mare answered back through his earpiece. "Five."

"Alright... Go," he said, creeping towards the warehouse.

He pulled out a silenced pistol and shot a nearby spotlight with it. There was a guard near it who looked up when the light went out.

"Huh?" He asked, before being grabbed by the neck from behind.

The stallion in black pressed the gun to the guard's head and pulled the trigger before gently lowering him to the ground.

Magic Tricks sat on the edge of the bed as Octavia leaned in and kissed her on the lips. The white mare closed her eyes as Octavia began kissing down her neck and to her chest, rubbing her cheek on the mare's mounds. The gray mare then pulled the vest off, setting it on the bed before grabbing her white t-shit and pulling it up. Tricks raised her arms to make it easier for the mare to remove her clothing, leaving her purple bra exposed.

"Nice body..." Octavia cooed, running her hands up and down the mare's belly and chest.

"Still more to see," Magic Tricks said with a smile.

Octavia smiled and reached around to undo her bra, letting it drop before setting it on the bed. With the mare's C-cups now exposed, she leaned in and began licking the right nipple. The white mare watched her with a moan, feeling hot all over. The vamp then gently bit into her breast, sending a huge wave of heightened pleasure throughout the mare's body. She gripped the sheets as she let out loud moans.

The stallion in black took out another spotlight before pulling out another silenced pistol, shooting two more guards before slipping into the warehouse and ducking behind a crate. Waiting there was a mare in black. Both removed their masks and took a deep breath.

"Anyone see you?" Asked the teal stallion.

The blue mare shook her head. "No. All dead."

"Good," the stallion said as he crept around the boxes and looked around. "They must keep all the good stuff in the basement. Come on..." he said, moving towards a door at the back, the mare following closely as they kept to the shadows.

Octavia let go of the mare's tit and kissed it. There wasn't even any blood as the vamp kept kissing all over the mound. She then began trailing kisses down the mare's belly until she felt the fabric of her jeans. The gray mare kissed the belly button as she undid the short jeans and pulled them down.

"There it is," Octavia cooed before giving the white mare's rod a long, savoring lick. "Now, I can actually enjoy it," she cooed, kissing down the shaft and burying her face in the sack that hung below. "Mmm... What an addicting smell..."

Magic Tricks moaned a little and looked the mare over. "Hey, uh... Why aren't you getting naked?"

The cellist opened her eyes and smiled, pulling away from the sack. "Right... How rude of me..."

Tech came running into Celestia's room, carrying his laptop. "Ma'am, I..." he started, but stopped seeing that Luna was sitting her lap, topless as Celestia had her nipple in her mouth. "Oh, uh..."

Both sisters eyed him before Celestia pulled away. "What is it, Tech?" She asked, not sounding angry at all.

"I think our mysterious gang is attacking one of the warehouses in the east," he said, walking over to the desk and setting his laptop down, opening it all the way.

The alicorns watched the screen as two figures crept through the shadows of the warehouse and slipped into a door at the back.

"Why should we care about a warehouse?" Asked Luna, eyeing the stallion.

"Well, I made it a point to monitor all major locations in this city after... earlier events... Fire Station... Police Station... Military Base... And the warehouse. Underneath is a bunch of off-site servers that hold important info... like launch codes, military secrets... That sort of thing."

"Then, how do these two know about it?" Asked Celestia.

Tech sighed. "There might be someone on the inside..."

Celestia looked back at the laptop. "We have to let them know..."

"How?" Asked Tech. "They're military."

Celestia let out a sigh and rubbed her forehead. "We can not just... let whoever these two are have access to military records and files."

"We could always... send someone..." Tech suggested hesitantly.

Celestia suddenly went wide-eyed as an image of a car exploding entered her head. "No!" She gasped, standing up and making Luna stumble off her lap.

"I-I know what happened last time, but--" Tech started.

"No. I'm not sending anyone else out there," the white alicorn said sternly. "Not until this threat's over."

Tech could see she was frightened by the idea of sending someone else out there after what happened with Blitz and Citrus. He then walked up to her to look her in the eyes.

"Look, ma'am... Twilight and Rainbow Dash are already out there... Just... send them..."

Celestia bit her lap as she eyed the laptop. "But, they look... dangerous..."

"Oh, come on," Tech said with a smile. "Those two have been through worse. You know they can handle it."

Celestia hesitated in thought before smiling. "True..." She then let out a sigh. "A... A-Alright... Send them..."

Tech nodded and pulled out his phone, sending Twilight a text. "There. I sent Twilight the order," he said, before feeling a pair of breasts on his upper back. "Um..." he said, looking over his shoulder at Luna, who was smiling at him.

"My sister needs help relaxing," she said. "That's what I was doing when you walked in..."

"Uh..." Tech said with a blush, before looking at the white alicorn.

Celestia was eyeing his crotch as Luna wrapped her arms around the stallion. "Come on..." she cooed.

Tech could feel a bulge form in his pants as he blushed harder. "O-Okay..."

Twilight turned right at the next intersection as Dash looked out the window.

"So, how's Cauliflower?" Asked Dash. "She behaving?"

"She's fine, yes," Twi said with a smile.

"What's that make now? Two?"

"Well, if you count Trixie and Lightning Dust... Five," the unicorn said with a wide smile.

Dash eyed her. "Trixie and Lightning Dust, too?"

"They only come to me when they want some extra fun... " the mare explained. "But, officially, I have two."

"Planning on more?"

Twi chuckled. "Oh, yeah..."

Just then Twilight's phone vibrated and a chime was heard. Twilight then pulled it out of her pocket and checked it.

"What is it?" Asked Dash, trying to look at the screen.

Twi tossed it into her lap as she sped up and swerved passed cars and running a red light at an intersection.

Dash took the phone and read it. "Oh... But, isn't that just a warehouse?"

"We wouldn't have been told to check it out if it was, Dashie," Twilight said, eyes focused on the road. "Given the urgency, I bet it's not just a warehouse..."

It didn't take the two long to arrive at the front gate to the small eastern warehouse district, seeing two dead guards.

"Company," Twi said, pulling out her gun before turning off the engine before climbing out of her car.

Dash followed and pulled out her own gun, the two moving towards the gate. Once there, they found that it was open and entered.

The two moved silently across the ground towards the building, looking everywhere and keeping to the darker areas. Since the spotlights seemed to have been taken out, most of the area was dark anyways.

Tech moaned as he looked down as Celestia was licking his sack. Letting out a moan he looked over at his laptop screen, seeing Twilight and Dash enter.

"Looks like they're... inside," he moaned as Luna took a peek.

"I am sure they can handle it," she said with a smile, before pulling the stallion's face between her big chest mounds.

Twilight pressed her back to the side of the warehouse door, Dash getting beside her. Peeking inside, the mare saw no one. Only a bunch of boxes. She then quickly moved in, looking everywhere.

"Nothing..." she said, eyeing Dash.

The cyan mare scanned the room and noticed the open door at the end of the hallway. "Over there," she whispered.

Twi looked over and nodded, heading towards it with Dash following closely. As they got close, both mares pressed up against either side of the door; Rainbow Dash on the hinged side and Twilight on the other. Twi eyed her partner before slowly reaching for the doorknob.

Once she gripped the knob, she slowly turned it. Suddenly, the door burst open, knocking Twilight back a little. Just then the teal colt stepped out as Dash kicked the door. It hit the stallion, making him let out a grunt before kicking it open again. Twilight raised her gun to shoot him but the stallion kit her wrist. The mare grunted and kneed him in the chest before grabbing his shirt. She then pulled him out from the doorway, making him stumble and hit the ground.

"You go," Dash said, holstering her gun. "I got this."

Twilight nodded and bolted down the stairs. Once Twi was through, Dash kicked the door shut and ran at the stallion, who rolled out of the way as Dash slammed her foot down. The stallion kicked at her ankle, making her stumble as he stood up. He then reached down to his ankle and pulled up his pant leg, revealing a gun.

"Oh, shit," Dash gasped, scrambling to her feet and diving behind a box as the stallion began firing at her. "What's wrong? No time for a brawl?"

"Sadly, no," the stallion said with a sigh. "We have strict orders tog get in and out as quickly as possible."

Dash smiled and pulled out her gun.

Twilight arrived in the basement to find servers set up everywhere. Looking around, she raised her gun and cautiously moved further into the room. Looking around a server she saw a computer terminal in the center of the room. A blue mare sat at the chair and was typing on the keyboard. She was about to hit the enter key when Twilight spoke up.

"Touch that button and you're dead."

The mare stopped and smiled. "Twilight Sparkle?" She asked. "We were told you'd be coming."

"Back away from that computer," Twi demanded.

"Or what?" Asked the mare. "You'll shoot me?"

"I'll shoot you to stop you," the unicorn said, moving closer.

"You'll shoot me to stop me?" Asked the mare with a smile, standing up.

Twi moved even closer as the blue mare gently pushed her chair back with her foot. She then kicked her chair back into Twilight, making the purple mare gasp and catch it with her magic. The blue mare then quickly pushed enter on the keyboard. A chime was heard as Twilight tossed the chair aside. She then let out a gasp when she saw the computer screen. It read: Transfer Complete.

"No!" She exclaimed.

"Too late, Miss Sparkle," the mare cooed, turning to face her.

Dash used the boxes and crates to move around the room. She then quickly popped up from cover and fired her gun. The stallion wasn't there anymore. She tilted her head and looked over her shoulder. The stallion stepped out from behind a crate and fired at her. The mare ducked and dove to the side, taking cover behind a tall crate.

"You can't run," the stallion said, coming towards her. "I thought your job was to kill us?" He said with a smile, eyeing the crate Dash was hiding behind.

When he got to it he quickly stepped around it and fired, but the mare wasn't there. Just then the crate had holes blown through it as the stallion dropped to the floor, bullet holes in his chest. The cyan mare then stepped out from behind the crate.

"That's how you stealth, fucker..." she said, before rushing to the back door.

"What will you do now, Miss Sparkle?" Asked the blue mare. "Kill me?"

"No, I'm gonna take you in and interrogate you..." Twilight said, eyes narrowing.

"It's too late," the mare said with a smile. "My boss has the information... and there's nothing you can do about it..."

Just then Dash came running down the stairs, slowing to a stop when she saw what was happening. The blue mare looked over at her and gasped.

"What... What happened to my brother?" She asked.

"Brother?" Asked Dash, tilting her head.

"He's... He's dead... I-isn't he?" The mare asked, a tear falling from her eye.

Dash nodded as the blue mare dropped to her knees.

"We're taking you back to base now," Twilight said, stepping towards her. "Afterwards, I can help you quit this life and find a better one... You can put this gang life behind... or join ours instead..."

The blue mare hung her head and chuckled. "Are you trying to save me, Miss Sparkle? Trying to make me see the error of my ways so I will simply... open up and give you what you want? No... And, besides... I'm dead either way... and if our plan succeeds... you will suffer..." The mare then put a hand behind her back. "See you soon, brother..."

"What are you--" Twilight began before the blue mare pulled out a gun and out the barrel in her mouth. "No!" Twi gasped, lunging forward and holding a hand out.

There was a loud bang as blood sprayed the computer before the mare fell forward. Twilight went wide-eyed and kept her hand held out, shuddering from seeing the blood pool out from the mare's head. Floating right above the mare was a bloody bullet covered in a purple aura. As Twilight dropped to her knees, the bullet clattered to the floor.

The cyan mare holstered her gun and went over to Twilight, kneeling down. "Twilight, I..." She stopped and looked under the desk that the computer was on. She saw a large, rectangular with a number counting down from 15 seconds. "Oh, fuck..." the mare groaned. She then quickly grabbed Twilight's arm and began pulling. "Come on, Twilight!" She yelled. "We have to get out of here!"

The unicorn gasped and looked at the bomb. "Oh, shit," she said, scrambling to her feet as both mares ran towards the stairs.

Once back in the main area, Dash spotted a lightly bloody vest laying on the floor where the stallion was lying. Her eyes narrowed as she realized that he was still alive. Looking ahead again, she and Twi ran out of the warehouse just as the bomb went off. The building exploded in a huge ball of fire, launching both mares forward and sending both tumbling across the ground.

When they finally stopped, Dash held her ears. "Are you all right?!" She yelled.

"What?!" Twilight yelled, shaking her head.

"ARE YOU ALRIGHT?!" The cyan mare repeated.

The unicorn nodded. "Yeah!"

"Fuck!" Dash exclaimed, her ears ringing as she looked over at the burning building. "There goes our lead! Now we're right back to square one!"

As the ringing in their ears subsided, they heard engines and sirens approaching. In a matter of seconds, army jeeps and a van drove through the open gate and pulled up to the mares. Four stallions climbed out of the first jeep and aimed their guns at Twilight and Rainbow Dash.

"Well, fuck," Dash groaned.

The Military Base

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Octavia kissed Magic Tricks deeply as she grinded her crotch against the mare's hard-on. She then raised her hips and reached down, gripping the thick tool and aligning it with her wet pussy.

"Ready to feel the inside of a vampire?" The gray mare cooed.

Tricks chuckled. "You bet."

Octavia smiled and lowered her hips, quickly impaling herself with the white mare's tool. "Oh, wow, it's thick!" She moaned out before leaning forward and kissing the mare.

Magic Tricks kissed back and moaned as she felt the vamp ride her.

Tech let out a grunt as he came, looking down and watching Celestia take it all in her mouth. After letting out a content sigh, Celestia swallowed and pulled away.

"I think I will... rest now..." she said, standing up and placing a hand on Tech's shoulder. "Thanks for that," she added with a smile before heading to her bedroom and closing the door.

When she was gone, Tech looked at Luna's breasts. "There's something I have to show you."

"I am up here," the alicorn replied with a smile.

"Oh," the stallion said, looking up at her face. "Right. There's something I have to show you."

Luna giggled. "Yes, I heard. What is it?"

"This," Tech answered, turning his laptop to face her.

He then rewound the footage from the camera outside of the warehouse and played it. Luna watched as Twilight and Rainbow Dash were taken away by the military.

"Oh, shit..." she said, before eyeing the bedroom door. She then looked back at Tech. "Keep this from my sister. Right now, all we can do is hope that Twilight Sparkle and Rainbow Dash aren't in too much trouble..."

Twilight sat on the left bench in the back of the van and Dash on the right, both handcuffed. The unicorn was looking down at the floor before sniffling and wiping her eyes.

"Hey," Dash said gently, getting up and moving to sit beside her. "It's only the military. They aren't gonna kill us."

"It's not that..." Twilight whimpered. "That mare... I couldn't..."

The cyan mare leaned into her and nuzzled her. "You can't save everyone, Twilight... Some are too far gone..."

Twi sniffled and nodded. "S-Still..."

Dash kissed her cheek before sitting upright again. "I sure hope this doesn't take long..."

Octavia moaned as she kept thrusting her hips, licking all over Magic Tricks' tongue. She then pulled away and sat up before turning around, lowering her pussy to Tricks' face as she began to sucking on the mare's cock. Bobbing her head up and down, she let out moans. Soon, she closed her eyes and took the entire length into her mouth before gently biting into it. The sensation caused Magic to moan loudly and cum hard into Octavia's mouth.

The cellist licked all over and swallowed before pulling away. "Wow, that was a lot," she said with a smile as she felt Magic still licking away at her.

Outside the room, a nude Vinyl was listening with a smirk. "Mmm... Sounds like someone's having fun..."

Twilight and Rainbow Dash looked at each other before looking down at their wrists. Right now, they were sitting in chairs, their wrists chained to the armrests. They were seated at a rectangular table in an empty room, the door guarded by two stallions.

"Well, this is just great," Twi said with a sigh as the door opened and in walked a light brown stallion in an officer's uniform.

He walked over to the other side of the table and sat down in the chair. "What were you two doing at the warehouse?" He asked, his eyes narrowing.

"We were trying to stop a mare and a stallion from stealing the data on the servers," Dash explained.

"A mare and a stallion?" Asked the officer. "No bodies were found in the warehouse. I have a team looking through the wreckage now. "The only facts we have is that someone broke in, hacked our system, and blew up our warehouse. And , then there's you two. You say two are responsible. I agree."

"You don't understand," Twilight said. "They were part of a, uh... A shadow gang--"

"A shadow gang?" Asked the officer.

"Yes. There's a group working in secret to try and bring the Apocalypse. They already killed two of us and now they stole your data."

"And, you expect me to believe this?" The stallion asked, raising an eyebrow.

"No," Dash replied. "But, you can call the chief of police. She can vouch for us. Her and Spitfire."

The stallion hesitated before leaning back in his seat. "Spitfire?" He asked. "She trained in boot camp once... Didn't pass for being to aggressive and... not very good at following orders."

"Sounds like her," Twi replied. "Though, she's better at following orders now."

The officer hesitated in thought before standing up. "You two better hope you check out," he said, before leaving the room.

Dash eyed Twilight. "She'll vouch for us, right?"

Twilight eyed her and shrugged.

Vinyl knocked on the door to Octavia's and Magic's room. Seconds later, the door opened a crack as Octavia peeked out.

"Hey," she said with a smile. "What's up?"

"Mind if I join in?" She asked with a smile.

Octavia smirked and opened the door before the DJ walked in. Magic Tricks was laying on the bed, head resting on the pillows.

"Care for one more?" Vinyl asked, closing the door with her foot.

Magic Tricks smiled and nodded. "Oh, you bet. Are you... a..."

"Yes," the DJ replied with a smile, walking towards the bed and swaying her hips. "I'm sure you know by now that vampires are sensual creatures..." she said, running her hand along the white mare's leg and up to her left breast.

"That's for sure," Tricks said with a chuckle as she reached out to rub Vinyl's leg. "Wait... Will I have to pay double for two girls?"

"Mmm... No..." Vinyl replied with a smile. "Think of it as a Couple Discount..." she cooed.

"Oh..." Magic said with a smile. "Cool."

The DJ then climbed on top of her and began kissing her, using her tongue a lot as Octavia laid on Magic Tricks' right side. Both mares now began kissing her neck, their naked bodies rubbing together as Magic let out moans of pleasure.

"Oh, this feels so good..." the white mare moaned, licking her lips as the two vamps moved lower and gently bit into her tits, sucking on her nipples and flicking them with their tongues.

Magic gripped the sheets and gasped, moaning loudly as the two vamps began to grind their crotches against the white mare's legs.

The officer came back into the room and sat down across from Twilight and Dash, eying them. He then let out a sigh. "Well, she checked you out... Said you're part of a gang who's protecting the city..."

"It's true," Twi said. "We put our lives on the line every day to make sure this city stays safe."

"You sound like a cop," the officer replied.

"Cops are bound by law," Twilight explained. "We can go outside of the law and do what cops can't to make sure nothing bad happens."

"Like Black Ops," Dash added. "Only there's more of us and we aren't afraid to fight in the light."

The officer eyed them both before looking at one of the guards. "Uncuff them."

The guard came over and took their wrists, uncuffing them.

"That's it?" Asked Twilight. "We good?"

"One more thing..." the officer said, eyeing them. "You say you're here to help... Well, the data that was stolen is extremely valuable. You have to find whoever has it and get it back. Otherwise we could all be dead by tomorrow."

Twi shook her head. "I don't think that's why it was stolen. This mystery gang wouldn't go through all this trouble to simply use it. I mean, they call themselves the Apocalypse... and rigged a car bomb to kill two of us... I think they're gonna use the launch codes to take over the city with fear. No one would ever dare to retaliate."

The officer thought for a moment before nodding. "Makes sense... I hope you're right. Still... Keep looking and we'll do the same," he said, standing up.

Twilight and Dash stood up, too.

"Yes, sir," Twilight said with a smile before she and Dash headed towards the door. Once there, she turned around to face him again. "Oh, by the way... How else would those two have known about the serves if someone on this base isn't involved?" She asked, before she and Dash left.

The officer froze in place before looking at the two guards, hearing that there was a mole on base.

Vinyl and Octavia both let go of Magic Trick's breasts before kissing down her body and moving lower before they both began rubbing their faces on the thick shaft of the futa mare's cock. They then began licking up and down it before Vinyl gently bit into it, making Magic moan out loudly. Octavia then did the same to her side, both mares feeling the meat throb against their lips.

"This feels amazing!" Tricks moaned out as she gripped her own breasts, her back arching as she moaned out loudly again.

Vinyl reached up and rubbed the head of the cock as Octavia rubbed the sack. It wasn't long before Magic Tricks came again, her cum raining down on the vamps' faces. Both mares let go and then began licking the shaft before Vinyl took it in her mouth. After sucking and licking all the cum off, she pulled back and then kissed Octavia, the cum moving back and forth between them as some leaked out and ran down their chin.

"Holy shit," Magic moaned, watching them.

Vinyl soon pulled away and smiled, kissing Octavia's cheek before they both swallowed. They then crawled back up to the mare's face and kissed her cheek before they sat up. Tricks quickly sat up and began to feel their breasts, leaning in and licking Vinyls nipple. Letting out a moan, she switched over to Octavia's nipple.

"This is amazing..." the futa moaned.

The military van drove across the long bridge back to the city before stopping at the front gate. Twilight and Dash climbed out of the back and walked to the gate, seeing Spitfire standing by a cop car.

"Un-fucking-believable," the cop said as she narrowed her eyes at them, watching them approach her. "Are you trying to see how much it takes before your luck runs out?"

"Come on, Spits," Dash said with a smile. "We were just doing our job."

"Which you failed at, right?" The yellow mare asked.

"Hey, Spitfire?" Twilight said calmly, making the mare look at her. "Thank you."

The cop hesitated before nodding, heading to the driver's side door and opened it. "Can you make it back on foot?"

"Shouldn't be a problem," the unicorn replied.

"Good," Spitfire said, climbing into her car and driving off.

Dash eyed the unicorn. "She's a fun one," she said with a chuckle before heading down the sidewalk back towards the warehouses.

A Home For The Homeless

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Rainbow Dash drove down the road with Twilight looking out the passenger window, not saying a word. The cyan mare eyed her and then looked back at the road. The traffic had lessened as most were home asleep. Letting out a sigh, Dash eyed Twilight again.

"Are... you okay?" She asked.

Twilight nodded. "Yeah, I just... I just wish I could've stopped her in time..."

The pegasus looked at the road again. "You have to let that go... There was nothing you could've done."

"Maybe, but... I dunno..." Twi mumbled, watching an alley as they passed. She saw a blue mare in a torn, dirty hooded raincoat rummaging through a dumpster. The purple unicorn then looked at Dash. "Stop the car."

"What?" Asked the pegasus, slowing to a stop. "Why?"

"I may not be able to save everyone..." Twi started, opening her door. "But, I can save who I can," she finished, leaving the car.

The blue mare pulled out a can of beans and looked inside.

"No no no," she whimpered, throwing it aside before reaching back in. "Come on, please..." She then pulled out a can of cat food. Looking inside she saw bits left. "Better than nothing..." she said, reaching two fingers inside.

"Hey, there," Twilight said as she stepped into the alley.

The blue mare gasped and dropped the can, the bits spilling out. "No no no, please..." she muttered, kneeling down to try and scoop the food back into the can.

Twilight looked her over and gave a sympathetic look before kneeling down beside her. "You know, uh... I could help you..."

The mare eyed her and wiped her eyes. "H-Huh? How?"

Twi smiled at her. "I can gave you a place to live..." she said, reaching out and placing her left hand on the mare's right cheek. "I can give you food..."

The mare's eyes widened. "Food?" She asked, crawling up to Twi. "It's been s-so long..."

The purple mare wrapped her arms around her. "I do have to mention that I have a couple mares living with me who do sexual things with me... and each other..."

"Wh-What?" Asked the mare, pulling away slightly to look her in the eyes. "Like sex?" She asked.

"Well, they are sex pets," Twilight said with a smile. "But, I don't keep them trapped. They choose to stay as my pets because they enjoy it... And, I love them both," she explained. "However, I won't make you a pet... unless you want to. You could stay with me and see if you like it... If you don't, I can find you a room at the hotel I'm at. "

The mare nodded and thought for a moment. "Well... I think I would... feel more comfortable if... I stayed with you... for now..."

Twilight patted her side and smiled. "Come on," she said, standing up and holding out her hand.

The blue mare reached up and took her hand, slowly standing up and smiling. "Thank you..." she said softly.

Twi nodded and put an arm around her. "Come on," she said, walking her out of the alley. "When we get back, you can take a nice, warm shower...

The blue mare smiled widely. "That sounds nice..."

"By the way..." Twi said as they stepped up to the car. "I'm Twilight." She then opened the back door. "Twilight Sparkle."

"Azure Skies," the mare replied with a smile, before slowly getting into the back.

Twilight patted her shoulder before closing the door and climbing into the front passenger seat, looking at Dash. The cyan mare rolled her eyes before looking back at the mare.

"Rainbow Dash," the pegasus said. "Nice to meet you, Azure."

The blue mare smiled. "You, too..."

Octavia and Vinyl laid on either side of Magic Tricks, cuddling up to her and nuzzling her neck.

"We gotta do this again some time," Vinyl said with a smile.

"Yes, we must," Octavia agreed.

Tricks smiled and kissed them both before sitting up. "Absolutely," she said, getting off the bed and heading to her clothes. "You two getting dressed?" She asked, starting to dress herself.

Vinyl chuckled. "I have a nude show to put on..."

Octavia eyed her and smiled. "I think I'll join you for that."

The DJ chuckled and limbed atop the cellist. "If you want, babe..."

The futa mare smiled at them and finished getting dressed before putting the money on the bed. "See you two out there," she said, before leaving the room.

Vinyl slid off the bed and helped Octavia up, holding her close. "You really wanna do the nude show with me? I thought you wanted to go into music."

"Oh, I do... but why can't I have some fun on the side?" Octavia asked with a smile, giving the DJ's cheek a quick kiss.

Vinyl smiled, seeing her lover become this open to erotic situations, even if it was because she was a vampire now and she wasn't used to it yet.

Twilight opened the door to her room and stepped aside to let Azure enter. Once inside, the blue mare spotted Cauliflower on her back on the couch with Aqua atop her, licking her breasts. Blushing, Azure looked away. Twi eyed her and smiled, putting an arm around her.

"Head into the bedroom. You can use the shower in the bathroom to clean up, okay?" She offered.

Azure nodded and looked at the two mares on the couch again. Twilight followed her gaze and smiled.

"Aqua and Cauliflower..." Twi said. "Aqua was my first. I got Collie earlier today. She was on the enemy's side and is sort of being punished for it... Unable to reach orgasm until some time tomorrow," she said with a smile, before looking at Azure. Noticing she was staring, Twi tapped her shoulder. "What is it?" She asked.

"O-Oh, uh... N-Nothing," the mare said, looking at Twilight. "I just... haven't had that kind of experience in... a long time..." She then blushed and looked away. "I'll be in the shower," she then said quickly, making her way into the bedroom.

Twilight watched her leave before walking over to her pets.

"Mistress!" Aqua said with a smile as she pulled away from Collie's breast and sat up.

Twi leaned in and kissed her on the lips. "How's our new playmate?"

"She's doing good," Aqua said as she looked down at Collie.

The unicorn knelt down and smiled, leaning in to kiss Cauliflower on the lips. "Be a good girl and I'll let you cum tomorrow..."

The white mare nodded. "Y-Yes... M-Mistress..."

"Good," Twilight said with a smile as she stood back up. "Keep it up, Aqua," the unicorn said as she patted the aqua mare's shoulder.

She then headed into the bedroom as Aqua went back to kissing Collie's body.

Azure pulled off her rain coat and set it on the closed toilet lid, freeing her long black curly hair. Underneath her coat was nothing as she was unfortunate to have no other clothes. Wrapping her arms around her naked, dirty body, she moved to the shower and turned on the warm water. After the water warmed up, the mare stepped in and sighed happily.

"Oh, yeah..." she said, closing her eyes and letting the water wash over her.

As the blue mare washed up, Twilight slowly entered the bathroom, watching her. The unicorn hesitated before getting undressed as quietly as she could. After removing her clothing, she used her magic to make her cock disappear before walking over to the shower. Then, she slowly opened the shower door and stepped in. After closing the door, she stepped up behind the blue mare and wrapped her arms around her, hugging her close.

Azure let out a gasp and looked over her shoulder. "T-Twilight?!"

"Shh..." the unicorn cooed gently. "You don't have to be my pet and you can ask me to leave... I just... would like to give you that experience again... No commitment... I just want this night to be as best as it can be for you... So, what's your decision?"

Azure thought for a moment as she closed her eyes. She then looked at Twilight before turning to face her, their breasts squishing together.

"It has been... so long..." Azure said softly with a blush. "And, you sure this is just for... fun? No commitment?"

Twilight nodded and leaned in, kissing her neck. "Just for fun..."

Azure moaned softly at the kissing as she then did the same to Twilight, feeling the unicorn's back. Twi's hands ran across the blue mare's chest, rubbing the dirt off as she then felt the breasts. Twi then kissed down the mare's chest and got to her knees before giving her slit a few licks before pushing her tongue inside.

The blue mare let out a moan and arched her back as the purple mare licked inside the wet inner walls of the blue mare's pussy, enjoying her taste. The purple mare moaned and closed her eyes as she buried her tongue even deeper. After a few more licks and flicks she pulled back and stood up. Azure pulled her into a kiss and backed her into a wall. She then slid to her own knees and began licking away at Twilight's wet slit.

The purple mare moaned out and placed her hands on the mare's head, who was really getting into it. "H-Hold on," she said with a chuckle. "I-I have a... another way to... f-finish this..."

Azure pulled away and licked her lips. "Huh? How?"

Twilight smiled and got to her knees before sliding her right leg under Azure's right, scooting closer until their pussies touched.

"Like this," Twilight replied with a smile before rocking her hips.

Azure moaned out and rocked, too, both mares humping each other's pussy. Both moaned out loudly and arched their backs.

"Oh, w-wow!" Azure moaned out, anting and gasping heavily.

Twi gripped her own breast and squeezed as she tilted her head back. Both mares continued thrusting and rubbing before both moaned out loudly and sprayed each other's crotch with their juices. Panting, Twilight smiled and leaned forward, laying atop Azure and kissing her neck.

"How was that?" She asked.

Azure panted heavily and smiled. "Fucking... amazing..."

The unicorn giggled and kissed her cheek. "So, what's the verdict?"

"Well, as... you seem like you'd be a... nice, uh... master..." Azure began. "Maybe I could... try it?"

Twilight smiled and nodded. "If that's what you want."

"Well, first I'd like to get some food."

The unicorn let out a brief laugh. "Yes, well, I'm sure we can find you something in the dining room. But, first... get cleaned and dried up," she said, standing and helping the blue mare to her feet.

Azure smiled at her as the unicorn left the shower and grabbed a towel, drying off. Once she was dry, the purple mare grabbed her clothes and left the room. Azure watched her leave before getting the shampoo.

Sunbathing / Clover

View Online

Elementals' Hotel...

The sun shown brightly in the sky, casting warm light on the roof of the Elementals' hotel. Sunset Shimmer was laying on her back on a towel and looking up at the sky. She was wearing a red and yellow skimpy two-piece bathing suit with sun tan lotion and her phone beside her. On her face she wore sunglasses to keep the sun rays out of her eyes.

Shimmer crossed her legs and hummed as she interlocked her fingers behind her head. After a bit longer her phone rang. Letting out a sigh, she reached her hand out and took her cell, holding it to her ear.

"Yes?" She asked.

"Sunset?" Asked a male voice. "I have a stallion here... Name's Red Shade? Says he wants to see you..."

Shimmer hesitated before smiling. "Mmm..." she cooed, remembering the day before. "Rooftop," she said, before hanging up.

Hotel on Parker Street...

Dune entered the Parker St. hotel and smiled as he walked up to the desk. "Morning, Daisy."

The shy mare looked up and smiled. "Oh, Dune... Hey," she replied with a blush, closing her magazine. "Morning..."

The stallion stepped up to the counter and leaned in. "Come here..."

The mare smiled and leaned in before the stallion kissed her. She went wide-eyed briefly before closing them and kissing back. Dune waited for a few seconds before pulling away.

"I was thinking about you..." Daisy admitted with a blush. "And, uh... Um..."

The stallion smiled and placed a hand on her cheek and ran it to her shoulder. "And?" He asked. "What were you thinking about?"

Daisy hesitated with a darker blush. "Well... I know you said to take it s-slow, but... W-Well, I've never... A-And I'd like to... well..."

Dune nodded and slowly slid his hand to her left breast. "You want more?"

The mare squeaked softly and looked around. "Wh-What are you doing?" She asked, sounding afraid and nervous. "S-Someone could see..."

"Well, this is still a gang-owned hotel..." Dune said as he gently ran his index finger over her clothed mound. "Now, if you want... I can go the next step with you... Do the more... intimate stuff..."

Daisy blushed heavily and nodded, looking around to make sure no one was looking. Dune smiled and ran his hand across the desk top as he moved around to the other side.

"Wh-What are you doing?" Asked the mare, watching him.

The stallion leaned in and kissed her cheek. "Taking it to the next level," he said, getting to his knees and getting under the desk.

"What do you-- O-Oh!" The mare moaned, before quickly biting her lip. "O-Oh, god... Th-That's your tongue..."

Elementals' Hotel...

Shade opened the door to the roof and stepped out, immediately spotting Shimmer and blushing. The mare looked over at him and smiled.

"Hello, again," she said, lifting her shades up with her index finger. "You wanted to see me?"

Shade nodded and slowly began moving towards her. "I, uh... wanted to ask you out... on a date..."

"Oh?" Sunset asked, sitting up. "Well, why not... hang out up here?" She asked with a smile.

The stallion smiled back and knelt down beside her. "I wouldn't mind that..."

Shimmer reached out and picked up the sun tan lotion. "Here," she said, handing it out to him. As he took it, she rolled onto her stomach. "Go on... Put some on my back..."

Shade stared at her and blushed before squirting some lotion onto his hand. Setting the bottle down, he rubbed his palms together before placing them on the mare's back. He then let out a very soft gasp as he felt the mare's soft skin, rubbing the lotion into her back before getting some more. He then rubbed it into her lower back as the mare cooed softly.

"Don't forget to get everywhere the sun hits..." Shimmer said, eyes closed.

"Everywhere?" He asked, stopping as his hands hit her waist. Looking down, he saw her thin, skimpy bathing suit which showed off a lot of her butt. "A-Alright..."

He then got more lotion and hesitated before moving below her butt and rubbing the lotion into her legs and then feet. Feeling the stallion avoiding her ass, Shimmer smirked and waited to feel his hands on her behind. The stallion retrieved some more lotion and took a deep breath before gently placing his hands on Shimmer's butt, rubbing the lotion in. Shade blushed heavily and rubbed the rest of the lotion in before starting to pull away.

"Don't stop..." Sunset cooed, making the stallion blush even more than before as he began to sweat.

"O-Okay..." he said, placing his hands back on the soft ass of the mare, rubbing. "Um... How's this?"

Shimmer let out a soft coo. "Much better..."

Hotel on Parker Street...

Kyra entered the Parker St. hotel and took a deep breath as she walked towards the desk. The mare behind the desk let out a gasp when she saw her.

"K-Kyra!" She said, wide-eyed.

"Shh shh... Relax..." the red mare said calmly as she rested her right hand on the counter. "I came here to... apologize..."

"A-A-Apologize?" Asked Daisy, biting her lip and squirming a little.

Kyra tilted her head, noticing that the mare was acting a little strangely. "Yeah... Chrysalis is putting in the effort to... make amends as well as new friends, so... I would like to try that, too," she explained with a smile.

"O-O-Oh..." Daisy said, face as red as a ripe apple. "I-I see... Th-That's n-nice..."

The red mare hesitated before leaning in. "Are you okay?"

"I-I'm fi-ine..." the white mare stammered as she squirmed a little.

Kyra raised an eyebrow before sniffing. "Mmm... Ah... I see..." she said, standing upright. "Someone down there?"

"Wh-What?!" Daisy gasped. "I-I... Oh, g... Mmm..."

Kyra let out a chuckle and reached out, gently rubbing her cheek. "Go on... Let out a moan... It'll feel good, I promise..."

Daisy whimpered softly before opening her mouth and letting out a squeak, followed by a moan. She then rested her head on the desk and panted, tongue hanging out as Kyra gently stroked her hair.

"That's it..." Kyra cooed. "Well, you two have fun..." she said before turning and walking away.

Daisy curled her hands into fists and clenched them as she panted.

Elementals' Hotel...

Red Shade kept rubbing Sunset's ass as he stared at the mare's behind. Shimmer looked over her shoulder and smiled.

"You like?" She asked.

Blushing, the stallion nodded. "Uh... Y-Yeah..."

"Good..." the mare cooed. "Why not take off your shirt and lay with me? My towel's big enough for two..."

Red Shade hesitated before pulling off his shirt, exposing his fit chest. Sunset looked him over and smiled, scooting over to give him room. He then lay down on his back beside her.

"Here," Shimmer said, taking her sunglasses and handing them out to him. "If you're on your back, you'll need these."

The stallion nodded and took them, putting them on. "Thanks... I'll also need this," he said, taking the lotion.

The mare bit her lip before tapping his shoulder. "Let me..."

Hotel on Parker Street...

Dune slid out from under the desk and stood up, leaning in to the mare and kissing her cheek.

"Your moans are cute..." he said with a smile as he rubbed her back. "Now, come on... Time for that date."

Daisy panted a little before finally catching her breath. "W-Well, I... I guess I could take my... lunch break now..."

"Attagirl," the stallion replied with a smile. "Go on, babe... Get ready."

Daisy smiled and stood up, straightening her outfit. "Okay. I'll go let Clover know," she said, quickly walking away.

Dune watched her walk away and smiled as he licked his lips. He then went around to the front of the desk and waited. Shortly, a green mare with short, dark green hair walked up and sat down at the desk.

"Hello," she said with a smile. "You the one taking Daisy out for lunch?"

"Yes, ma'am, I am," Dune replied.

"That's nice... Daisy is such a sweet girl, isn't she?"

The stallion let out a light chuckle, taking it a different way. "Mmm... She sure is..." He then eyed the mare. "You must be Clover."

"And, you must be Dune," she said, leaning back in her chair. "You know, it's a weird thing... Working for one gang and then belonging to another..."

"I can't imagine business to have changed much..."

"No, but having a new boss is..."

"Weird?" Dune asked with a smile.

The mare let out a chuckle. "Yeah... Weird..."

"So, you aren't a civilian, are you?" Dune asked. "You were part of the Skulls?"

"That's right..." Clover confirmed. "Though, it's the Elementals now..."

"You sound like you don't approve."

"I am loyal to Kyra, and Kyra alone... However, she is now loyal to Celestia and Luna... meaning I am, too..."

"Sounds like we should keep an eye on you..."

The mare let out another chuckle. "No, I'm not an issue. I only run this hotel. I don't get into fights. In fact, I suck at fistfights."

"Well..." Dune said with a smile. "Whatever you choose, I guess..."

Clover smiled. "Daisy should be ready soon... You can have a seat over there," she said, pointing.

The stallion patted the counter with a smile and headed towards the chair. "Yes, ma'am."

Elementals' Hotel...

Shimmer kept rubbing Shade's chest as he eyed her.

"Um... I think you rubbed it in enough..." Shade said as he watched, and felt, the mare's hand on his chest.

"I know, but... You're so fit..." the mare said as she ran her fingers over the stallion's chest and abs.

Shade blushed and smiled before putting an arm around her, resting his hand on her shoulder. Smiling, she looked up at him before scooting closer and laying against his side, right leg over his as she gently rubbed his upper chest. The stallion laid his hand on her back as she felt her against him.

"Mmm... This is nice..." Sunset said as she closed her eyes.

Shade smiled and rubbed her back. "Yeah... It sure is..."

Vinyl and Octavia's...

Octavia sat at her desk, staring down at a sheet of paper with a few notes written on it. She was holding her head with her elbows on the table with bags under her eyes. Vinyl let out a yawn and slid out from under the bed, seeing Octavia at her desk.

"You still up?" The DJ asked as she crawled out from under the bed and stood up.

"I need to... finish this music..." Octavia said as she tiredly wrote down some more notes. "I, uh... I'm onto something... I think..."

Vinyl wrapped her hands around her and nuzzled her neck. "Come on... Let's go to bed... You can work this out tonight..."

Octavia looked over her shoulder at her and nodded, letting out a yawn. "Alright... I just... really need to make some good music pieces... Especially, if I want to get a studio deal..."

The white mare nodded and helped Octavia up and over to the bed. "I know, Octy... Sometimes, I wish I didn't have my club job so I can help you..." she said as she and Octavia got to their knees.

"No, Vinyl," the cellist replied, yawning as she laid on her chest. "You like that job... and it pays well... Don't worry about me..." she said, sliding under the raised bed and onto the soft mat.

Vinyl slid under the bed as well and onto the mat before pulling the sheet over them. As she cuddled up to Octavia, she smiled.

"I'll be here if you need me, Octy..." she said as she started to doze off.

Octavia smiled and closed her eyes. "I know you will..." she said, dozing off as well.

Emeralds & Diamonds / Comparing Muscles

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Twilight and Dash got into the purple mare's car as the unicorn sighed, letting her head fall back against the headrest.

"Well... We survived the night..." Dash said with a light smile.

The unicorn nodded and rubbed her forehead. "Yeah..." she said, sounding a little down.

"What's wrong, Twi?" Asked the cyan mare.

Twilight lowered her hand and looked over at her. "They're winning, Dashie... They have the launch codes... They could be taking this city over any minute-- a-any second, even..." She said quickly, stumbling over her words. "A-And, on top of that... I couldn't save that mare... Sh-She... blew her brains out... and I just... I just watched..." The mare then hung her head and covered her eyes with her hands.

Dash quickly put her arm around the mare and held her close. "It was out of your control... And, you did try... I saw you. You tried to stop the bullet. She was just... faster... And caught you off guard..." Twilight nodded against Dash's chest before slowly pulling away, wiping her eyes. The cyan mare looked her over and smiled. "Maybe I should drive?"

Twilight smiled lightly and nodded.

Ginger sat down in the dining room and set her tray of food down; Vegetable soup and a hay burger. As she began eating, Pinkamena sat down with her and smiled.

"Hey," she said, holding a drink.

Ginger stopped bringing her burger to her mouth and lowered it. "Um... Hi..." she said, taking a bite and swallowing.

Pinks took a sip of her drink and sighed. "Mmm... Food here's good, right?"

"I... guess so?" Ginger replied questioningly.

The pink mare tilted her head and took another sip. "You okay?"

"Yeah... I'm fine..." The brown mare said as she picked up her spoon. "Do I seem... not okay?"

"Well, you seem a little... hostile..."

"Hostile?" Asked Ginger, sounding as though she found it humorous. "No... I just... I'm a new place with people I don't know... and my girlfriend is in Manehattan..."

The pink mare nodded and took another sip. "Why didn't you go with her?"

"She said it was... a personal thing..." Ginger replied, taking another bite of her burger. "Something about making amends with an old friend..." she said, sounding like she was trying to remember exactly what her girlfriend had told her.

"Old friend, huh?" The pink mare asked.

"Yeah, I'm trying to remember who she said it was..."

"Were you... not paying attention?" Pinks asked, wondering how she could forget what her girlfriend told her.

"Yeah, but she told me last night while I was half-asleep. I swear, she has the worst timing... Anyways, her and this friend got into an argument back in the day and she decided it was time to make amends."

"Well, that's nice," Pinks said with a smile. "A broken friendship is a terrible thing. I'm glad she's making an effort to fix it."

"Me, too," Ginger said, smiling back as she picked up her burger.

Twilight looked out the window as Dash drove the car, the two patrolling the city and looking for more doom-bringers. As they drove, Twilight saw two mares being assaulted down an alley.

"Stop the car, Dashie," she said, pulling out her gun.

As Dash began to slow to a stop, Twilight climbed out of the car and headed to the alley.

There was a purple mare and a green mare, both wearing torn clothes and being held by the back of the neck up against the wall by the two stallions.

"Please, let us go!" The purple mare cried out, tears streaming her face.

"Quiet, you!" The stallion holding her yelled back, gripping her ass. "You two belong to us..."

The other stallion chuckled. "Yeah... And, we're gonna take good care of you..."

The green mare let out a cry and dropped to her knees.

"Get up!" Yelled the stallion, trying to pull her up by the hair.

"NO!" The mare yelled back.

The other stallion looked over and spotted Twilight walking towards them. "Hey... Who's this sexy mare?"

The purple mare had an emotionless expression on her face as she came closer. The second stallion looked over as well and smirked.

"Mmm... Come to join?" He asked, spinning the knelt green mare to face him before unzipping his pants.

In one quick movement, Twilight raised her gun and shot them both in the head, their bodies dropping to the floor as the two mares let out a yell of surprise. The purple unicorn stopped walking when she was near them and sighed.

"You two okay?" She asked, eyeing them.

The frightened purple mare nodded with a shudder before looking over at the other mare. Letting out a gasp, she quickly crawled over to her. "S-Sis!" She gasped, hugging the knelt mare closely. "Are you okay?"

The green mare nodded shakily. "U-Uh-huh..."

Twilight watched them before putting her gun away. "You two get home as quickly as possible," she said, turning and walking away.

The other purple mare looked up as she walked away, spotting the purple car parked by the sidewalk. She then let out a gasp when she noticed the cyan mare in the driver's seat.

Twilight climbed into the passenger's seat and closed the door. "See?" She asked emotionlessly. "I don't bring them all home..."

Dash smirked before putting the car in drive before looking at the alley and noticing both mares walking towards them, the purple one with her arm around the green one. The purple one smiled and waved at them before walking a little faster. "Uh... Twilight?" She asked, putting the car in park once more.

The unicorn eyed her. "Yeah?" She asked before spotting the mares.

"I think some strays wanna follow you home..." Dash teased.

Twilight sighed and climbed out of her seat and closed the car door, walking around to the two mares. "What's up?"

"You're with the Elementals, right?" the purple mare asked, looking hopeful.

Twi raised an eyebrow. "How'd you--"

"I recognize her," the mare replied, pointing to Dash. "I seen her going in and coming out of that hotel owned by the Elementals."

Twi looked over her shoulder at the cyan mare before looking at the mares again. "You need a place to live..."

The two mares both nodded eagerly, both with smiles. The unicorn hesitated before stepping up to the backseat passenger door and opened it. "Hop in..."

The mares both smiled widely and hugged her. "Oh, thank you!" the purple mare beamed before she and her sister climbed into the back. Twilight then closed the door and headed back around, opening the front passenger seat and climbed in, eyeing Dash as she closed the door.

"They only want a place to live," she told the smirking pegasus.

Dash nodded. "Uh-huh... Okay..."

Twilight then looked in the back seat. "So... Who are you two?"

"I'm Diamond," the purple mare said.

"And I'm Emerald," the green mare also replied.

Dash put the car in drive before heading back to the hotel. As she drove, Twilight pulled out her phone and speed-dialed a number, holding the cell to her ear.

"Yeah, Spitfire?" She asked. "I need to report a shooting..."

It didn't take long before the group arrived back at the hotel. Once there, Twilight climbed out and went around to the other side, opening the back seat door.

"Come on," she said with a light smile. "Let's go find you two a room..."

Diamond and Emerald both smiled and quickly climbed out of the car before following Twilight inside. Rainbow chuckled and climbed out, closing the driver's side door.

"They'll be yours soon, Twi..." she muttered, before heading inside, thinking a good workout sounded nice right about now.

Malice sat on the couch in her room, watching TV before Kyra walked in.

"Hey, sweetie," she said, closing and locking the door. "Whatcha watching?" She asked, walking over to the couch.

The little girl shrugged. "No idea... Something stupid..."

The red mare nodded. "Would you like to go out for a walk?" She asked with a smile.

Malice smiled back and shut off the TV. "You bet. I need to build up strength again in my leg, anyways..."

Kyra nodded and headed towards the bathroom. "Just let me change into something more comfortable for walking and we can head out."

As she closed the door, Malice eyed the TV and turned it back on. This time a new show was on, making her sigh. "This looks even dumber than that other one..." she muttered.

Rainbow entered the weight room locker room to see Gilda in bra and panties.

"Oh..." the cyan mare replied, heading to her own locker. "Hey, G."

"Dash," the griff said as she removed her bra.

The cyan mare began getting undressed as Gilda slipped out of her panties and slipped on a white tank top and white shorts. Dash slipped into a black training bra and black shorts. Once they were both dressed, they headed out into the weight room. Dash went to a horizontal bar by the wall and began doing pull-ups as Gilda went over to the bench press and laid down.

"Need a spotter?" Asked Dash, holding her chin above the bar.

"No, I'm good," the griff replied, gripping the bar and pushed it up.

She then began lifting and lowering it, her muscles now well-defined as she worked out. Rainbow watched her as she kept doing chin-ups, her own muscles pretty well-defined as well.

"Nice arms," the cyan mare commented with a smile.

Gilda eyed her as she kept pushing the bar up and lowering it to her chest, letting out a grunt. "Thanks... You like muscles, Dashie?"

The cyan mare smiled. "Of course. Have you seen mine?"

The griff stared at her a bit before smiling. "I see something. Those are muscles?"

Dash chuckled and dropped to the floor before walking over to Gilda, who set the bar back on the holders and sat up. Dash then knelt down beside her and flexed her arm.

"See?" She asked as the griff reached out and felt it.

"Not bad, Dashie... Now feel mine."

The rainbow-haired mare used her free hand to grip Gilda's arm. "Hmm... Nice..." she said, before moving her hand to feel Gilda's abs. "These are nice, too..."

"If you like those, check out my legs..." the griffin replied with a smirk.

The cyan mare slid over to Gilda's legs and felt the muscles. "Wow... You do a lot of jogging?"

"A ton of it. Now, how about yours?"

Dash stood up and lifted her foot up, placing it on the edge of the bench. "See for yourself."

Gilda smiled and reached out, running her claw gently over the cyan mare's leg. "Nice... I see we both have quite the set..."

"Seems that way," Rainbow confirmed as she watched Gilda feel her abs as well.

Celestia opened a door and turned on the light. "This will be your room," she said as Diamond and Emerald bolted inside and jumped on the bed. The alicorn let out a chuckle. "Try not to break anything, okay?"

"Oh, we'll be good," Diamond said, laying on her back on the bed.

The white mare nodded. "Well, Twilight said she will take you shopping for clothes either later today or tomorrow."

"Sounds great," Emerald cooed as she buried her face in the pillow.

Celestia smiled and turned to leave. After closing the door she looked at Twilight, who was standing beside the doorframe. "If you keep bringing in strays, Twilight... I doubt we will have much room."

The purple mare chuckled. "I already told Dash... These two I just wanted to help... They aren't for my collection."

"Oh, is that so?" The alicorn asked as she crossed her arms with a smile.

"Yes," Twi replied. "Besides, we're supposed to be helping this city. Taking in the homeless and giving them a shot at a real life should be high up on the list. And, besides... my girls are free to leave whenever they want, whether it means getting a separate room or leaving the building altogether."

Celestia nodded. "I see..." she said, turning and walking away. "No doubt you will be a better leader than I some day..."

Twilight went slightly wide-eyed at the idea of being in charge. She had worked her way up to have some power but all of it? She just watched the alicorn walk away before heading back to her own room.

Gilda followed Dash into the showers as both began to wash up. Each one occasionally eyed the other as the cleaned their sweaty bodies until both were finished. Dash was the first to exit with the griffin following close behind.

"Maybe we should've brought towels..." Dash said, looking down to see her trailing water.

"Yeah, no kidding," Gilda replied, before letting out a gasp as she slipped.

Her momentum carried her forward and pushed Dash against the lockers. Throwing her arms out, Gilda ended up pinning the pegasus to the lockers, their bodies pressing together.

"Um... Dash replied with a light blush. "Are you okay, G?"

The griffin nodded slowly. "Uh... Yeah... You?"

"Yeah, I'm... I'm good..."

Gilda and Dash just stared at each other for what seemed like forever until Gilda finally backed up a little.

"Let's get dressed," she said, as Dash nodded.

"Yes, let's," the cyan mare quickly replied, both heading off to their own lockers with huge blushes on their face.

The Savior / Dead End / Potential Leader

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Kyra and Malice headed into a little outdoor café near the park and sat down.

"How's the leg?" Asked Kyra, as a mare wearing shorts and a white shirt with a black vest approached them.

"Still hurts, but not as much," the girl replied with a smile.

"So, what can I get for you two?" Asked the waitress, holding a notepad and pencil.

Kyra looked up at her and smiled. "I'll have a coffee," she said, the mare writing it down.

"Same here," Malice chirped.

The red mare looked at her and shook her head. "You don't need the caffeine..." She then looked at the waitress again. "She'll have milk."

"Milk?!" Asked Malice with a cute squeak. "I'm not a kid! Besides, I was shot in the leg. I need the energy."

Kyra tapped the table in thought before sighing heavily. "Two coffees..."

Malice smiled widely. "Yes!"

Tech stared at the camera feeds on his laptop, examining each one as he followed the bomber's car backwards to try and find out where it came from. He was sitting at a table in the dining hall, a small tray of fries beside him and a chocolate shake. As he reached for the shake, Dune sat down across from him at his table.

"How's the progress coming?" He asked.

Tech eyed him and drank some of his shake before setting it down. "Well, right now I'm working backwards to see where the car came from..." he said as he kept looking. He then sighed and leaned back. "Shit..." he sighed.

"What's wrong?" Asked Dune, trying to peek at the screen.

"The rest of the cameras were down..." the green stallion said as he closed his laptop. "The bomber had a device with him that scrambled the cameras... It's a dead end..."

Dune sighed and stood up, stepping up beside Tech and patting his shoulder. "Don't give up. If anyone can figure this out, it's you," he said, before walking away.

"Maybe..." the green stallion mumbled. He then eyed Dune. "So... How's Lilly?"

Dune smiled and stopped walking, turning to face him. "Oh, she's fine..." he said with a smile.

"So, the date went well, then?"

Dune nodded. "I think she may be the one..." he said, before turning back around and walking away.

Tech watched him leave before leaning back in his chair and popping a fry into his mouth. "Shit..."

Four stallions watched Kyra and Malice from an alley near the café.

"There's two of them now..." the white one said. "What should we do? Kill them?"

"Kill them?" Asked the blue one. "Why? They look too delicious to kill."

The yellow one smirked. "Especially the little one..."

The green one left the alley, pulling out a pistol and holding it behind his back. The others did the same and followed, getting halfway across the street when a blue stallion with short black and blue hair, and wearing a leather jacket, ran into them. Everyone fell over with a thud as the green stallion growled.

"Hey!" He yelled as the blue stallion tried to get up. "Watch where you're going!"

"Oh, I'm so sorry," the runner said as he finally managed to get to his feet and back up.

The four held their guns so the stallion couldn't see as they all got up. The green one glared at the blue stallion before they began to head towards the café. The blue stallion walked away from them, stopping on the sidewalk before looking over his shoulder at the stallions.

Kyra chuckled as Malice quickly set her coffee cup down and began fanning her tongue wildly.

"What, is it a little hot?" The mare giggled as Malice took deep breaths.

"You could've warned me!" The girl protested.

"Hey, you wanted to do it."

The girl smirked before a yellow stallion stepped up behind her and pressed his gun to her back.

"No noises. Get up and follow my friends," he said, motioning to the other three behind Kyra.

The red mare glared at them before looking at Malice, who looked rather frightened. "Fine..." she growled, standing up.

Malice did the same as the yellow stallion bumped her back with his gun.

"Move," he commanded as she and Kyra did as told, following the three stallions back across the street.

Malice let out a whimper as they approached the alley

"Don't worry, sweetie," Kyra said as she looked over her shoulder at her. "It's gonna be fine."

"Yeah, don't count on it," the green stallion said as they entered the alley.

Once in an out of sight of the public, the blue stallion quickly pinned Kyra to the wall.

"Now, you're all ours," he said, forcefully kissing her on the lips. The red mare clenched her eyes shut tightly and squirmed before pushing him away. Scowling, the stallion backhanded her across the face, knocking her to her knees. "Behave, or we'll have to use the little one instead."

Kyra growled at him before hearing Malice whimper. Looking over, she saw the yellow stallion with his hand around her neck.

"Can't we use her anyway?" He asked, the little girl not moving a muscle.

Chuckling, the blue stallion eyed him. "Sure. Why not?" He then looked over at the green stallion. "I'll need your help with this one. She's feisty."

"I thought you'd never ask," the green one said as he approached Kyra, undoing his pants.

He was only able to take a few more steps before a gun went off and blood sprayed out of the back of the yellow stallion's head. As he fell, the other three looked down the alley to see the blue runner from earlier.

"You!" The white one growled, all three pulling out their guns and firing.

Each one was only able to get off a single shot before their gun was empty.

"What the hell?!" The green one yelled, ejecting his mag to fin it empty. Looking up, he saw the runner pull out four mags from his jacket. "How the fuck?!"

The leather jacket-wearing stallion threw his own gun and the mags aside before the white and green stallions charge at him. Green threw a punch but he blocked and kicked him away. He then ran at the wall at an angle, running up is slightly before kicking off and kicking the stallion in the face. Then, it White's turn to try as he charged the stallion, throwing a punch all his own.

Kyra watched as the unknown stallion blocked punches and delivered punches and kicks to his opponents. The blue stallion who had been trying to rape Kyra, reached into his jacket and pulled out a full magazine.

The black-and-blue-haired stallion kicked the white one away before kicking the green one's knees out from under him. As he fell, the blue stallion grabbed his head and twisted it, snapping his neck. As the white one ran at him again, he dodge a punch and grabbed the arm. After slipping behind the stallion, he jerked upwards on the arm until there was a snapping sound. As he fell to his knees, yelling in pain, the blue stallion grabbed his head and twisted it as well.

The last stallion managed to load his gun and step away from Kyra, aiming at the stallion. The red mare glared at him and thrust her arm forward, her bladed wrist chain shot out and penetrated the stallion's arm. The other blue stallion quickly looked over and charge at the stallion. Once he was close enough, he grabbed the stallion's face. As he did, a hidden wrist blade sprung out and stabbed the rapist in the neck. After holding it for a moment, the runner pulled out and watched the stallion drop dead.

He then looked over at Kyra. "Are you both okay?" He asked.

Kyra nodded before gasping and looking over at Malice, who was knelt down and wide-eyed.

"Oh, shit," Kyra said as she quickly ran over to her daughter. Kneeling down beside her, she quickly pulled her into a hug and held her close. She then eyed the stallion. "Who are you?"

"Night Skies" he replied. "I'd offer a ride home, but... I didn't use a car to get here..."

"No, it's... It's fine," the red replied with a smile. "Thank you. We were, uh... just trying to have a nice... mother-daughter day out..." She then looked down at her shaking daughter. "It's okay, sweetie..." she cooed softly. "Mommy's here..."

The blue stallion hesitated before taking a step forward. "What if I escorted you to the park? Made sure no one else bothered you?"

Kyra looked up at him and smiled. "Really?" She asked, before looking down at Malice. "How 'bout it, sweetie? Still feel like having some fun?"

The girl sniffled and looked up at her. "I-Is it safe?"

The red mare eyed Night and nodded. "Yeah... It's safe..." She then stood up slowly, taking Malice's hand as she helped her up. After brushing dust of the girl's legs, she turned to face Night. "Alright... We're ready.."

Nodding, the stallion began leading them out of the alley and towards the park when Kyra spoke up again. "A-and, thanks for... you know..."

Night looked over his shoulder at her and smiled. "You're welcome," he said, before resuming the walk to the park.

Twilight entered her hotel room and stretched, before sitting on the couch beside Midnight with a sigh.

"Tough morning?" The black mare asked with a smile as she lowered the volume on the TV.

Twilight looked at her and nodded, leaning in and gently kissing her on the lips. "I did, uh... save two homeless mares from... being raped and then I... gave them a place to stay," she explained between kisses.

Midnight smiled and broke the kiss, looking around. "Where are they?"

Twi giggled and nuzzled her neck. "I got them their own room here... If they wanna be my pet later, that's fine... But, I'm more concerned with giving them a good life," she explained as she ran her hand over Midnight's stomach.

"Oh, so you're saving the homeless now?" The black mare asked with warm smile.

"Everyone deserves a second chance," the purple mare said.

Midnight nodded as Twilight slid her hand under her shirt. "Well, it's certainly a great thing you're doing, Twi. Using your gang money to help others..."

"You know... Celestia said I may be a better leader than her some day..."

Midnight pulled back slightly to look Twi in the eyes. "Leader? You?"

"What, you don't think I can do it?"

The black mare chuckled. "No, I do... You certainly have what it takes..."

The purple mare smiled and rested her head on Midnight's shoulder as she kept rubbing her belly. "But, the responsibility..."

"I'm sure you'll do fine as a leader. A few of the others already see you as sort of a sub-leader..."

"Really?" Asked Twilight, lifting her head. "Who?"

"The whispers..." Midnight said cryptically. "I'm not sure, but it could be all of 'em for all I know..."

"Huh..." Twi said, laying her head back down. "Maybe, I can do it..."

It didn't take much longer for Twilight's phone to vibrate. Sighing, she took it out and answered it. "Hello?"

"Twilight Sparkle..." came Spitfire's voice.

"Oh, hey, Spits. What's up?" She asked.

"Spitfire," the mare corrected. "There's reports of gunshots. That you?"

"Gunshots?" Asked Twilight, standing up. "No... Where did the shots come from?"

Chrysalis' Past / Kyra's Past

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Fluttershy stood in the shower and let the water wash over her. Running her hands through her hair, she let out a content sigh before hearing the bathroom door open and close. Smiling, she tilted her head back and ran her hands down her neck, over her breasts, and down her belly.

It wasn't long before she heard the shower door open and close. After a brief moment, she felt a pair of hands wrap around her and gently rub her belly. The right one then went lower and gently rubbed the shy mare's flaccid cock. Letting out a soft moan, she tilted her head back and felt the left hand move up to her right breast, gripping it gently as a pair of lips kissed her neck.

"You're so... gentle..." Flutters commented softly as she kept her eyes closed.

"Of course..." came Chrysalis' voice. "I'm not a monster."

Both girls giggled at that before Fluttershy turned to face her, seeing the Changeling's veins glowing again. "I've always loved that," the shy girl said with a smile.

Chrysalis looked over her body and smiled back. "It's been so long... since I've felt this way..." she said as she placed her clawed hand on Shy's cheek, the pegasus not even flinching. "Usually, I'd have to steal this emotion..."

"What exactly happened?" Asked Flutters. "Back then... What was it like?"

Chrysalis hesitated before letting out a sigh. "It was... different... I was different..."

"Different?" Asked the pegasus as she wrapped her arms around the Changeling's neck. "How so?"

"I..." Chrysalis began as she gently held Fluttershy's waist. "I was... mean... It was like in the fairytales... only I was the evil one..."

Fluttershy let out a soft gasp. "Oh, no... So, you stole love from others?"

The queen nodded. "Left them on the brink of becoming an empty shell. In the beginning, I only did it to help my hive and I survive... stopping before my victims became empty shells... But, then I became lost in lust, and... I didn't stop..." she admitted, a tear falling from her eye. Fluttershy quickly hugged her closely as Chrysalis tightened her hold, sniffling. "All those stallions... All those mares..."

"That was in the past..." the mare cooed. "You're different now, right?"

Chrysalis shuddered and nodded. "Mm-hmm..."

"Then, that's all that matters," Fluttershy said as she began to lower herself into a kneeling position, bringing Chrysalis down with her.

Once the Changeling was on her knees, Fluttershy gently pushed her back into a prone position. Smiling, she laid atop her lover as the water rained down on them. Shy then slid lower on the Changeling's body before gently licking her wet lips.

Moaning, Chrysalis, tilted her head back and sighed, her back arching slightly. "Oh, Fluttershy... Yes..."

The shy pegasus smiled and kept licking as her hands ran up and down the Changeling's legs. The glowing and pulsating veins of the queen sure was a sight, especially how the faint glow lit up the water that hit her.

After a bit more licking, Chrysalis reached down and gently tapped Fluttershy's shoulder. "Come here," she moaned, before the butter mare began to crawl forward.

Her breasts dragged across the Changeling's body before her mounds rested on Chrysalis'. The two then kissed as the queen could feel her lover's meat against her crotch. Chrysalis slid her hands down Fluttershy's back and to her butt, gently gripping it while wrapping her long, serpent-like tongue around Fluttershy's.

The pegasus then lifted her hips and reached down, gripping her cock and aligning it with the Changeling's faintly glowing pussy. As she pushed inside and spread the lips, the glow became a tad brighter until the light was blocked by Shy's hips. She then started to move back and forth as the queen moaned into the kiss, gripping the mare's ass a little rougher while being careful not to hurt her.

Night Skies sat on a bench as he watched Kyra play with her daughter, scanning the area for any signs of trouble.

Meanwhile, Kyra picked up Malice and threw her into the air before catching her, both laughing as they finally managed to enjoy a day at the park. They played for a little while longer before taking a break, the red mare going to sit on the bench beside Night while Malice lay in the grass.

"Thanks for this," Kyra said with a smile as she watched her daughter. "She really needed this... Never really had much time for childish things growing up..."

"Really?" Asked the stallion. "How's that?"

"Well..." Kyra said, eyeing him. "I did some... bad things... I never left any proof of... anything... so I was never arrested..."

"What did you do?"

Kyra let out a sigh and leaned back. "I did some jobs for this psychotic mare... Each job left me covered in blood..."

"Covered?" Asked Night. "What did the mare have you do?"

"It wasn't the job that made me messy... It was me making the job messy... I... I liked it," she said, before looking directly at him. "The feel of it... The power... I couldn't wait until the next job..." She then let out a chuckle. "I even earned myself a title... Something others referred to me as..."

"Which was?" Asked the stallion.

The red mare smirked. "Demon."

Chrysalis let out a moan as Shy thrust into her before rolling them both over so she was on top. The Changeling moaned and moved her hips up and down before gripping Shy's right breast. Lifting the large mound, she wrapped her lips around the nipple and sucked, licking all around it as she rode the large piece of meat in her pussy.

After a bit more, Fluttershy let out a cute moan, her wings trembling a little before Chrysalis felt something warm and thick shoot deep inside her. Shuddering, she sprayed Shy's thighs as she experienced her own orgasm.

Letting go of the pegasus' nipple and leaning in, kissing her on the lips, Chrysalis let out a chuckle. "That was great, sweetie... But, we're not done yet..."

Fluttershy was breathing heavily as she blushed. "N-Not done?" She asked, trying to catch her breath.

Chrysalis smirked as she gripped both of the mare's breasts, squeezing them before sliding lower on Shy's body. Both of them felt the meaty dick pop free of the Changeling's pussy, dangling a tad limp as Chrysalis' breasts slid over it. Soon, Chrysalis was directly in front of the thick shaft. Running her hands down from Shy's breasts, she rubbed the shy mare's crotch a little before licking up the slightly flaccid dick from the base to the tip.

Fluttershy let out a moan and closed her eyes as she felt the Changeling's tongue run all over her rod, cleaning all cum and juices from it before moving lower to clean the big sack. The butter mare moaned softly and spread her legs as far apart as she could as she panted cutely.

Chrysalis eyed her and smiled as she licked all over the sack and then up the shaft once more before trailing kisses up the mare's belly. Once she got to the large mounds, she kissed all over both of them before licking up Shy's neck. Chuckling, she kissed the mare on the lips, the mare kissing back.

Twilight pulled up to the park, parking her car halfway on the sidewalk before quickly getting out. She then quickly walked into the park, slowing to a stop when she saw Kyra and Malice... and an unknown stallion. Moving a little cautiously, she moved towards them.

Seeing Twilight approach, Kyra smiled and looked at Night again. "Looks like my ride's here..."

Night looked at Twilight before looking at Kyra. "Right... Well... Bring a weapon next time..."

The red mare stood up and held up her wrist. "I got one," she replied with a smirk before heading to Malice. "Come, sweetie. Time to head back."

"Aww... Already?" Asked the girl, sitting up.

Kyra nodded and held out her hand. "We'll come back again... Promise."

The girl groaned and reached up, taking her mother's hand and getting up.

"You two okay?" Asked Twilight as she looked at both mother and daughter. "I was told there was a report on gunshots heard by the park..."

"We took care of them," Kyra replied, looking back at Night. "He helped us."

Twilight looked at the stallion and smiled. "Thank you," she said.

Night nodded back before getting up. "You two take care," he said, looking at Kyra and Malice before Twilight. "Nice meeting you."

Twilight nodded. "You, too..."

With that, the stallion turned and walked away. After watching him leave, Twilight looked at the mom and daughter. "Alright... You two ready?"

At the same time, Malice replied with a "No" and Kyra replied with a "Yes."

Looking at Malice, Kyra chuckled. "We're ready," she said, reaching out and messing up the girl's hair.

Malice gasped and began straightening her hair out again. "Not cool, mom!"

Twilight let out a brief chuckle at that as did Kyra. "Alright," the purple mare said, taking a step back. "Let's head back."

Malice crossed her arms as they walked. "Just when I was having fun..."

Kyra smirked and reach up behind her before, tickling the back of her neck. The girl let out a giggle and swatted her mother's hand away.

Chrysalis nuzzled Fluttershy's neck and sighed happily. "Ready to get out?" She asked as she placed her left hand beside the pegasus and propped her upper half up.

Fluttershy smiled up at her and shook her head. "N-No..."

"No?" Asked Chrysalis, raising an eyebrow.

Flutters smiled and blushed as she slid her right hand down the queen's body until she felt her pussy. "Your turn..."

The Changeling looked down and moaned, letting out a soft chuckle before looking the mare in the eyes. "Oh, you want that, huh?" She asked as she laid back down atop the pegasus. "What's turned you into such the... horny little mare?"

Fluttershy blushed and looked away. "U-Um... I-I don't mean to be that way... I-I just... I-I... I-I just want you to... b-be happy... I didn't--"

The Changeling placed her hand on Shy's cheek and gently turned her head to look her in the eyes. "Firstly... I was kidding," she said, making Shy sigh with relief and smile. "Secondly... I want you to be happy, too," she said, leaning in and kissing Shy on the lips once more.

The pegasus kissed back as she felt a meat stick about as big as hers form between the queen's legs. Smiling, she kept the kiss going as she reached down again and rubbed the meaty shaft. Chrysalis let out moans of her own before the two broke the kiss.

"Roll us over," Shy cooed with a giggle before biting her lip cutely.

Relationships

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Trixie was seated at a desk in her room, staring down at her wand and one of Lightning's guns. She was wearing a black bra and panties. Nothing more, nothing less.

"Alright..." she said, rubbing her legs. "Here we go..." She then lifted her right hand and held it over the gun. "Simple levitation... Should be easy..." After concentrating, she tried to push her energy into the pencil. "Come on," she said with a grunt. Her fingers sparked a little before she pulled her hand away. "Damn..."

"What's wrong, babe?" Asked Lightning as she wrapped her arms around the mare from behind and rested her chin on the blue mare's shoulder.

"I can't seem to control my magic properly..."

"What do you mean?" Asked Lightning. "You did a very good job before..."

Trixie looked over her shoulder at her. "Oh, I can do magic without my wand," she said before raising her first. "Would you like some confetti?" She asked, flashing her palm to the mare as a small burst of confetti shot out. "You like that? Would you like some more?" She asked, firing off more confetti. Lightning tilted her head and wiggled her nose as a piece of confetti slid off. "I've always been able to do magic," Trixie said, getting up and walking away a few steps before crossing her arms. "As a kid, I could always do these little things with my magic..." She then let out a sigh. "I suppose that's why they named me Trixie... Because all I can do without my wand... is magic tricks..."

Lightning was listening the whole time, hearing her lover's troubles before walking up behind her once more. Her hands slowly found their way to Trixie's waist as she leaned in and nuzzled the side of her neck. "That's not true... There's so much more you can do... I've seen your potential firsthand..."

"Potential..." Trixie scoffed. "I had a shitty wooden stick for a wand when I did my tricks for the kids in my neighborhood... The wand I have now was given to me by my father before he died... I think he was trying to help me with my magic..."

Lightning Dust looked over at the wand before nuzzling Trixie's neck again. "I think you're right... but for a different reason..."

"Huh?" Asked Trixie, looking over her shoulder at Dust. "What do you mean?"

"I think he wanted to inspire and motivate you... not use the wand for the casting itself..."

"Y-You think so?"

"Of course... Look... You told me what happened on the roof with Twilight... When you thought of your dad... Use it. Use the emotions, not the wand. Try and feel the same way you feel when holding the wand..."

The blue unicorn nodded with a smile, wiping her eyes before turning to face the table. Lightning moved behind her to get out of the way as the unicorn slowly lifted her hand, aiming her palm at the wand. As she let out cute grunts of effort, Lightning watched as the mare's body start to glisten with sweat. Dust gently rubbed the mare's hips and smiled.

"Relax... and feel..." Lightning said with a smile.

Trixie nodded and took a deep breath before exhaling. Slowly closing her eyes, she began thinking of her father and her past. She soon began to feel a small surge of power when, suddenly, the wand flew from the table and into her hand. Opening her eyes, she let out a gasp, before giggling.

"I did it!" She cheered.

Lightning hugged her tightly. "I knew you could do it..."

Trixie smiled and looked at her wand. "Thank you," she said before feelin lips on her shoulder. Looking over, she saw Dust kissing and licking her shoulder. "What are you doing?"

"Sorry, babe, but... your body is amazing..." Dust explained between kisses. "...and with the addition of your glistening sweat..."

Trixie smirked and began rubbing the wand's tip against her own crotch. "Got a thing for sweat?"

"I just love the way sweat makes one's body shine... It's showing off your curves lovely..."

The unicorn eyed her wand and held out her hand, watching it float back to the table. After letting out another giggle, she quickly turned around and wrapped her arms around Dust's neck. The two smiled at each other before diving in for a kiss. Lightning then began walking forward, backing the unicorn into the wall.

Trixie leaned more into the kiss while Lightning slid her hands up to her breasts, pushing the bra up and gripping her mounds. Letting out a moan, the blue mare reached back and undid her bra, pulling it off and throwing it aside. The turquoise mare moaned before moving lower and wrapping her lips around Trixie's right nipple. The blue mare moaned as she felt her nipples being sucked, placing her hand on the back of the mare's head.

It wasn't long before Lightning got to her knees and pulled the unicorn's panties down.

"Mmm..." Lightning moaned, licking her fingers before rubbing the exposed pussy. "Such a cute pussy..."

Trixie moaned out and tilted her head back, her back arching as she spread her legs a little. Her toes curled and curled before Lightning pushed her four fingers inside. Trixie let out a loud gasp as a small burst of juices splashed out.

"Little wet, are we?" Lightning teased as she quickly moved her hand, quickly fucking her marefriend with her fingers.

Trixie moaned out loudly and nodded. "Fuck, yes, Trixie's wet!"

Twilight parked her car outside the hotel as she, Kyra, and Malice all climbed out.

"Thanks for the ride, Twilight," the red mare thanked as she led her daughter inside.

Twi smiled as she watched them. "You're welcome," she said, before heading towards the front door.

As she entered, she let out a sigh and headed into the car garage to the left, heading through the large, metal double-doors. A bunch of stallions and mares in mechanic uniforms were busy working on various cars, either improving them or painting them.

It didn't take her long to spot Sunset Shimmer under a car. walking over, she knelt down and smiled. "Workin' hard?"

Shimmer stopped what she was doing and slid out from under the car. "Hey, Twilight," she said, sitting up. "What's up?"

"Nothing... I just saw you and figured I see how you're doing... Still weird being pat of our gang?"

The orange mare chuckled. "A couple of the others kept thinking I was putting a bomb under here. Took me forever to make them believe me."

"I suppose a few of us are still a little on edge... From before and now with this new gang out there..."

"And, what do you think, Twilight?" Sunset asked.

The purple mare tilted her head. "What do you mean?"

"About us joining your team..."

Twilight hesitated for a second before smiling, gently patting Sunset's shoulder. "I trust you," she said, before standing up. "Keep up the good work." She then turned and began walking away.

Sunset watched her leaved before going back to work on the car.

Twilight turned down the hall to head to her room when she heard a door open. Looking over, she saw Trixie leave her room and look at her, a smile creeping onto her face.

"Hey, Twilight," she said, closing the door. She was wearing her black tube top and panties and nothing else.

Twilight smirked and eyed her up and down. "Trixie..."

"So, I finally managed simple levitation," the blue mare said as she approached Twilight, swaying her hips slightly.

"Really?" Asked the purple unicorn, leaning against the wall. "Does that mean... you want a treat?" She asked with a chuckle.

Trixie giggled and stepped up to the mare, pressing her chest against Twilight's. "Sure..."

The purple mare quickly grabbed Trixie by the waist and spun around, holding her against the wall. "Does the naughty mare want a treat for being a good girl?"

The blue unicorn smiled and slid her hands up the wall. "What does master have in mind?"

Twilight chuckled and ran her hands up the mare's body, pushing her tube top out of the way as she gripped her breasts. "Oh, you'll see... And, I think you're gonna love it," she said before leaning in and kissing over Trixie's left breast.

The blue mare looked down the hall both ways to make sure no one was coming as she let out stifled gasps. She then slid her hand lower and began rubbing Twilight's bulge. It didn't take long for her to slip her hand into the purple mare's pants, rubbing her warm shaft directly.

"You like it, don't you?" Twilight asked, moving to the other breast.

Trixie moaned softly and nodded before pulling the meat out of its fabric prison. Twi smirked and gripped Trixie's panties, pulling them down only slightly before pushing her cock inside. As Trixie was about to let out a loud moan, Twilight covered her mouth and began to move her hips.

"You enjoying the thrill of fucking in the open?" Twilight asked with a smile as Trixie moaned with a nod.

Twilight kept moving her hips and keeping the mare's mouth covered as she let out a soft gasp of her own. After about a minute or two, Twilight heard a noise coming from her right. Looking over, she saw Diamond coming down the hall and stopping short.

Letting out a gasp, she saw Twilight with her hand over Trixie's mouth and began to back away. "No... You're no better than the ones who tried to rape my sister and me..."

"Diamond, no, it's not what you--" Twi began before Diamond turned and ran.

"Shit..." Twilight muttered, teleporting away.

Trixie let out a gasp and dropped to her knees, looking down the hall. "B-But... Trixie's not finished..." she panted, pulling up her panties and fixing her top.

Diamond was about to call out for help when Twilight suddenly appeared in front of her and covered her mouth, using her magic to make sure she couldn't move.

"Shh, shh, shh..." she urged as Diamond tried to pull away. Twilight quickly pulled up her pants and put her dick away with one hand while holding her hand over the mare's mouth with the other. "It's not what you think, and, if you promise not to scream, I can explain. But, you really, really can't scream. Do you promise not to scream?"

"Mmm-hmm!" Diamond squealed.

Twilight sighed and slowly removed her hand as Trixie came jogging down the hall. Twilight and Diamond looked over at her before Diamond returned her attention to Twilight.

"Are you two... dating?" She asked.

"Dating?" Asked Trixie, slowing to a walk. "No no no... I'm going out with Lightning Dust."

"And, I'm going out with Midnight," Twi replied with a smile.

"So, you're cheating?" Diamond asked, her voice raising.

"No, it's not like that," Twi said quickly. "We just... have an arrangement... Midnight and Lightning Dust are a part of it."

Diamond raised an eyebrow. "What sort of arrangement?"

Gilda entered the large indoor pool on the first floor of the hotel, towel over her shoulder and wearing her yellow, two-piece bathing suit. When she spotted Dash sitting on the edge of the pool, legs dangling in the water and wearing a blue top with blue bottoms. After hesitating, Gilda went closer to the pool and laid her towel near Dash's.

"Hey," she said with a light smile.

Rainbow looked over at her and smiled. "Hey, G."

The griff looked at her as she sat down, finding the way Dash was looking over her smooth shoulder at her both adorable and sexy. Blushing lightly, she looked at the pool.

"Been in yet?" Asked the griffin.

The mare shook her head. "I only got here about a minute or so ago. Though, I plan on going in."

Gilda nodded before laying on her back on the pillow. Rainbow eyed her up and down before looking away.

"You know..." Dash started. "I've been thinking about that... moment in the weight room..."

Gilda quickly sat up and looked at her. "You, too?" She asked, before chuckling lightly. "That sure was, uh... interesting..."

Dash nodded and looked at her again. "Think we could... do it again sometime? I mean... I like your... muscular body..."

The griff watched her blush before smiling. "I like yours, too, Dashie..." she said, scooting closer to the cyan mare. "And, uh... I have to say... you look great in that bathing suit..."

Rainbow smiled and looked down at her body. "Thanks," she said, before looking over at Gilda's outfit. "You look pretty good, too... What's it made out of, anyways?" She suddenly asked. "It looks smooth."

"It's silk," Gilda said with a smile, like she was proud to have a silk bathing suit. "Go on, give it a feel."

Dash tensed up and eyed her, slowly reaching a hand out. As her fingers pressed against the bikini, Gilda blushed a little heavier than before. The cyan mare eyed her before placing her entire palm over the right half of the top.

"Feels very smooth," she said, looking Gilda in the eyes before giving a gentle squeeze.

Letting out a soft gasp, the griff quickly pulled Dash into a kiss. As she did, Rainbow leaned in before forcing the griff on her back. Laying atop her, Dash kept the kiss going, her hand traveling down to Gilda's hip as she felt a claw on her athletic ass.

Both soon stopped when they got the feeling like they were being watched. Opening their eyes wide, they booth looked towards the far corner of the pool and saw Nala. The Changeling was wading in the deep end, watching them with a blank expression.

When she was spotted, she casually climbed out of the pool, revealing her very skimpy black tube top and bottom. The only covered the nipples, leaving the rest of her mounds exposed. After standing for a moment, dripping wet, she headed around the pool and disappeared into the changing room.

"Well..." Dash said, before looking at Gilda again. "That was odd..."

"You don't think..." Gilda began. "You don't think she's the one..."

"The one?" Asked Rainbow, looking back at the changing room doorway again. "You think she's the leader of the new gang?"

"Well, we never see her... Where does she go?"

Both then looked at each other before chuckling.

"Hey," Dash suddenly said as she got an idea. "How about we continue this later... and I have Twilight fix me up with a nice, hard cock?" She suggested with a smirk.

Gilda hesitated in thought, wide-eyed as if she found the idea to be extremely hot. "Your room or mine?"

Diamond was seated between Lightning and Trixie on their couch while Twilight stood in front of them.

"Soooo..." Diamond began. "Let me get this straight... You four have sex with each other... because you wanna be Twilight's pet?"

"Well, it's different for each of us... sort of..." Lightning said with a smile. "Trixie and I are sometimes in the mood to be dominated, and... we trust Twilight... Besides, Trix loves a big piece of meat."

The blue unicorn gasped and looked over at her. "Lightning!"

"Well, it's true, isn't it?"

Trixie hesitated before nodding. "Yeah..."

"And, Midnight knows that I only love her... That the others are just for fun. Like a hobby."

"Others?" Asked Diamond.

"Yeah... I have a couple mares that stay in my room with Midnight."

"And, let me guess... You view them as simple toys, right?" Diamond asked with a raised eyebrow. "Disposable pleasures?"

"What?" Asked Twilight, looking genuinely hurt. "No... I see them as family. And, I have hopes that each of them will eventually find a future for themselves."

Diamond nodded and sighed, standing up. "I guess if you're all okay with it..."

The purple mare held out her arms with a smile. "You trust me enough to hug me?"

The lighter purple mare hesitated before slowly moving forward, wrapping her arms around the unicorn. Twilight hugged back, holding it for a few seconds before letting go and pulling away.

"Sorry for... accusing you of... rape..." Diamond said with a blush as she rubbed the back of her head.

"Hey, no harm done," Twi replied, placing a hand on the mare's shoulder. "It did look pretty bad from your perspective..."

Diamond smiled lightly and began heading towards the door. Without a word, she opened it and left.

"Think she'll be okay?" Asked Lightning.

Twilight nodded. "I'm sure she'll be fine..."

Trixie eyed Twilight's crotch and smirked. "You know... we still haven't finished..."

The purple unicorn looked down at her with a confused look... before smirking. "Oh? Still hot and bothered, are we?"

"You know..." Lightning began, gipping her own breast. "Now that you mention it... I'm feeling a little hot, too..."

Twi chuckled and pulled down her pants, lightly stroking her rod. "Alright, you horny sluts. Get over here."

Later...

Vinyl and Octavia both let out a yawn as they crawled out from under the bed.

"We must find a better way to sleep at night," Octavia groaned, standing up and stretching.

Vinyl nodded and stretched as well. "You're probably right..."

After feeling awake and well-stretched, Octavia let out a sigh. "Well, better get ready for work."

"Work?" Asked Vinyl, raising an eyebrow. "You got a night job?"

"Of course," Octi cooed, leaning in closely. "The Wet Mare..."

"The Wet Mare?" Asked the DJ, surprised. "You're actually planning on taking that job?"

"Sure! They love us, Vinyl," Octavia said with a side smile. "Besides... Magic Tricks* might be there..." she said as she turned and headed into the bathroom.

"I admit that her dick was pretty amazing," Vinyl began, following Octavia into the bathroom. "But, is that really the job you want?"

Octavia nodded as she pulled off her shirt. "Only fun job during the night. Though, I'm going to have to find a way to get to the record company before they close..."

"Not gonna happen," Vinyl said as she watched her lover slip out of the rest of her clothes. "You'd have to go out in the daylight for that."

"Then, uh... maybe that's what I'll do..." the cellist said, sounding uncertain.

"Oh, sure. Let's go out in the sun. You'd last about a minute before burning up."

"I'll wear a cloak."

"It's too risky."

Octavia let out a sigh. "I'll be careful," she cooed, stepping up to Vinyl. "Trust me..."

"I trust you, Octi..." Vinyl replied, sounding much calmer. "It's just... I don't wanna lose you..."

The cellist smiled before leaning in and kissing the DJ on the lips. Vinyl then kissed back, both mares wrapping their arms around each other.

New Experiences

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Diamond entered her room and closed the door a little rough, making Emerald, who was standing in the small kitchen area, jump with surprise.

"Oh... Diamond..." she said. "What's wrong?"

"Nothing, I... I just saw Twilight... doing it with Trixie..." she said, sitting on the couch.

Emerald tilted her head, even more confused. "You saw two mares doing it? I guess that would be... surprising?"

"It's not just that..." the older sister said suddenly. "They aren't even dating. In fact, they both have a marefriend of their own..."

This got Emerald curious as the younger sister came over and sat beside her. "So, they were cheating and you feel like you should tell the others?"

Diamond shook her head. "No... All four of them... They know... Trixie and Lightning sometimes go to Twilight for some fun when they're feeling... submissive..."

Emerald went wide-eyed. "So, Twilight's... like a mistress?"

"She is a mistress... She has a room with three other mares..." Diamond said, sweat running down her body. "And, the weird part is... they all like it... Those three mares are choosing to be with Twilight... And, Midnight, Twi's marefriend... is a part of it, too... She even helps... take care of the girls..."

"Wow..." Emerald said with a blush. "So, there's, like, a sex dungeon right down the hall from us?" Diamond nodded. "Well, I suppose that's a good reason to be weirded out by it..."

"I'm not weirded out..." the older sister admitted. "I just feel bad for accusing her of raping Trixie... Truthfully..." she said, rubbing her arm. "I-I'm sort of... curious..."

"Curious?" Asked Emerald. "Come on, sis. You can't be thinking of going to Twilight to be... dominated... right?"

"E-Everyone else loves it!" Diamond all but shouted, standing up and chuckling crazily. "It must be good, right? Wh-Why else would three-- n-no... s-seven mares love it?"

"W-Wait... Seven?" Asked Emerald, becoming confused again.

"Rainbow Dash and two mares at the city's sex toy shop..." Diamond said, covering her face. "So tempting to just go down the hall and ask..."

Emerald watched her sister deal with her conflicting emotions before standing up. "Then, go. It's the only way for you to be sure that you like that sort of thing... I mean... the others trust her, right? So, she must be gentle..."

The older sister spread her fingers, eyeing her sister before sighing. "Alright..."

Twilight sat down on her couch with a sigh. "Ohhhhh..."

"What happened?" Asked Midnight, leaving the bedroom wearing only her underwear, adjusting her bra as if she had just been doing something naughty.

The purple mare eyed her. "Know those new girls I brought in?"

"Yeah?" The black mare said questioningly as she sat down beside the unicorn. "What about them?"

"The older one, Diamond... She saw me fucking Trixie against a wall so we had to explain everything..."

"How'd she take it?"

"She seemed a little... weirded out? I just hope she understands..." Twi said, before smiling and leaning against the black mare. "that I love my Midnight."

The mare chuckled and nuzzled Twilight's head. "And I love my Twilight..."

Twi then noticed the mare was in her underwear. "What were you doing in there?" She asked.

"Relaxing," the black mare replied and smiled.

"Relaxing?" The purple mare asked, raising an eyebrow. "How?"

Midnight smirked as Aqua emerged rom the bedroom, leash in hand with the collar attached to Cauliflower. The white mare crawled out on all fours, looking rather exhausted.

Twilight sat up and let out a chuckle. "Bring her over," she said, motioning to Aqua.

The blue mare nodded and began walking the white mare over to her mistress, Collie crawling beside her with a blush on her face as she looked up at Twilight. The two made their way around the couch and in front of the purple mare.

"Learned your lesson yet?" Twi asked the white mare with a smile.

Cauliflower whimpered and nodded. "Yes, mistress..."

The unicorn smiled wider at that and looked at Aqua. "You may remove the collar..." The blue mare nodded and removed the dog collar, carrying it into the bedroom as Twilight smiled at Collie. "Now let's reward you, shall we?" She asked, pulling her pants down and letting her meaty shaft spring free.

Cauliflower hesitated for only a second before leaning in and placing kisses all over the unicorn's love pole. Twilight smiled and patted her head. "Good girl..." she cooed as Midnight slid to the far end of the couch.

The black mare then reached her hand inside her panties and began to finger herself as she watched. After about another minute or so, there was a knock on the door. Twilight eyed Midnight before looking at the door.

"Who is it?" The purple mare asked, letting Collie continue with her kisses, which soon turned to licks.

"I-It's, uh... Diamond..." came a nervous-sounding voice.

Twilight went wide-eyed and looked down at Collie and then at Midnight. "U-Uh... Hold on a minute," she said, about to tell Collie to stop before the mare on the other side of the door spoke up.

"I-If you're, um... doing that then... y-you don't have to stop..."

Twilight eyed Midnight, who simply shrugged, still fingering herself as Twilight looked at the door again. "Alright, then... Come in..."

There was a brief moment of silence before the door opened and Diamond stepped in. Twi had to use her magic to make the door close as Diamond was too nervous to remember to do so. The mare then stood there awkwardly, not saying a word.

"So..." Twi started as Diamond's eyes went to Collie and Twi's cock. "Why, uh... Why are you here, Diamond?" She asked, watching the mare's face to see her reaction to all this. "Not that you aren't welcome... But... why'd you--"

"I-I wanna learn," Diamond squeaked out, eyeing Collie before seeing Aqua at the back of the room talking casually with another, slightly lighter shade of blue, mare.

"Learn?" Asked Twilight, sounding confused. "Learn what exactly?"

"N-Not learn, uh... Understand," Diamond corrected. "Why do these girls... uh... W-Well..."

Twi tilted her head in thought before smiling. "You wanna know why they trust me and why we do what we do the way we do it?"

Diamond nodded. "Mm-hmm..."

The unicorn smiled and patted her chest. "Up, Collie," she said, as the white mare stopped her cock licking and climbed into Twi's lap, facing her. "Well, I suppose the fact I saved all of them from the street helped... I then gave them a choice... and they wanted to be with me."

Diamond eyed Aqua at the back. "That true?" She asked, getting the blue mare's attention. "You had a choice?"

Aqua smiled at her. "I was a thief..." she said, walking closer. "Stole from anyone in order to survive... Couple stallions I was with, and me, stole from a friend of Twilight's. He killed the stallions I was with, but... Twilight spared me and took me in..." she explained, standing behind the couch and smiling down at the purple unicorn.

Twilight smiled back at her. "My first one..."

Aqua reached out and gently rubbed the unicorn's shoulders. "You wanna know why we stick with Twilight?" She asked, looking at Diamond. "She isn't rough and abusive like you'd expect most mistress' to be... She cares about us and is very gentle... And, the sex feels sooooooooo gooooood..." she said, practically moaning the last part.

Diamond blushed hard before watching the white mare in Twilight's lap begin to place kisses on her mistress' neck. "W-Well, uh... Um... C-Could you... maybe... sh-show me?" She asked nervously, visibly avoiding eye contact with anyone.

Twilight hesitated before smiling, leaning in close to Collie's ear. "On the couch," she whispered.

The white mare nodded and rolled off the mare's lap, sitting beside her. Diamond eyed Twilight's dick as the mare got up. Twi then pulled up her pants and moved towards Diamond.

"So...in order for me to show you..."Twi started, stepping up to the nervous mare. "I'll need full access... to your body... You know that, right?"

Diamond hesitated before nodding with a blush. "Y-Yeah..."

Twilight gave her a reassuring smile as she placed a hand on her cheek, rubbing gently. Diamond closed her eyes, feeling the soft hand of the mare against her cheek, feeling a tad bit more comfortable. If the mare was this gentle then this should be fun.

The purple mare then stepped right up to her so their chests pressed together, before leaning in a giving the mare a quick, brief kiss. Diamond went wide-eyed briefly before feeling the mare pull away. Twi then waited to see what the mare's reaction, watching her lick her lips.

Twilight smiled and leaned in, slowly moving her lips towards the mare's lips in order to give her chance to pull away. She did nothing. Their lips touched again and, this time, Twilight held it for a little longer before stopping. She didn't pull away, though. She kept her mouth inches from Diamond's, before feeling the nervous mare kiss back. Twi smiled and kissed back, the two going slowly as both closed their eyes.

Midnight watched them with a smile as she slipped her hand in her panties. As she did, Collie looked over at her. Smirking, Midnight pulled her panties down and patted her wet slit. Cauliflower smiled and crawled over to her.

Twilight slowly moved her hands to Diamond's hips, slowly moving them to her ass. The mare flinched only slightly before relaxing. as the kiss went on, Twilight moved her right hand up Diamond's body and towards her breasts. When her fingers grazed the mounds, the mare let out an "eep".

The unicorn quickly pulled her hand away as the broke the kiss.

"S-Sorry..." Diamond apologized. "I guess I'm still... a little uncomfortable with... someone else touching my body..."

Twilight nodded and smiled. "I understand... But, you... still want to know what it's like?" She asked, recieiving a conformational nod from Diamond. "Then, what if you got a shower started, got undressed and all... and then I come in? Would that work?" She asked gently. "It'd also be private..."

Diamond smiled and nodded. "Where's the, uh..."

Twi pointed at the bedroom. "In there."

The nervous purple mare smiled and quickly made her way into the bedroom. As she did, Azure watched her before looking at her mistress.

"You like seducing mares in shower?" She asked with a smile.

Twilight chuckled and turned around to face them. "What's hotter than a wet, sleek body?" She then spotted Collie with her face between the legs of a moaning Midnight. Smiling, she walked over to her and leaned in. "Enjoying yourself, babe?" She asked, gripping Midnight's breasts.

The black mare gasped and moaned, nodding. Twi chuckled and reached behind her, undoing her bra and pulling it off. "Aqua..." she began, before leaning in and giving each nipple a quick suck.

"Yes, mistress?" Asked the blue mare as she walked around the couch to stand beside her.

"Help Collie make my sexy girlfriend feel really good, huh?" She said, before standing up and patting the back mounds. "Start with these."

Aqua smiled widely and nodded, taking Twilight's place at Midnight's breasts as the purple unicorn headed into the bedroom.

Twi then waited until she heard the shower turn on. After waiting a tad longer to make sure the mare was inside, Twilight made her way to the door. Opening it and looking inside, she saw Diamond in the shower, right arm over her breasts and turned slightly so Twilight couldn't see between her legs. She didn't make any move to run and she didn't look threatened. Only nervous.

Twi gave her a reassuring smile as she pulled off her shirt. She then made her way to the counter and set her shirt down, back to the shower. Closing her eyes, she slipped out of her pants and set them on the counter with her shirt, humming to herself. Afterwards, she removed her bra and set it with the rest of her clothes. She didn't have any panties on as she currently had her futa cock.

Turning around, she half-expected Diamond to be gone... but, there she was; watching her undress. Smiling, the unicorn walked towards the shower and opened the door, climbing in. After shutting the door, she took a step towards the nervous mare and stopped.

"It's okay..." she cooed gently, smiling as she took another step closer. "Show me your body... I won't touch anything, I promise... You just need to get used to being exposed to me..."

Diamond nodded shakily, her arm twitching lightly before she slowly removed it from her chest. Twi watched as the mare's C-cups came into full view while their owner blushed heavily, not able to make eye contact with the unicorn.

Twi smiled and stepped up to her. "You have an amazing body..." she cooed. "But, that can wait... First, let's try kissing again, okay?"

Diamond eyed the mare before nodding. Slowly and gently, Twilight reached out her left hand and placed it on the mare's cheek. The darker purple mare shivered at the gentle touch before looking Twi in the eyes. A few seconds passed before the space between their lips disappeared, both closing their eyes and enjoying the moment.

After a minute or so had passed, Twilight stepped closer to the mare so their breasts squished together. Diamond let out a soft gasp but kept the kiss going. Then, to Twilight's surprise and joy, Diamond stepped closer until Twi's cock was sandwiched between the mares' stomachs. The darker purple mare shivered when she felt the hard shaft against her skin but made no attempt to stop.

The kiss went on for what seemed like an hour before Twilight slowly broke it. She then began trailing kisses down Diamond's neck, who kept her eyes closed and tilted her head back.

"Th-This feels... r-really good..." she said with a smile.

Twilight chuckled softly as she moved lower, needing to back up so she could reached the mare's chest. "Do you see why the others like me?" She asked, kissing the tops of the mare's breasts.

Diamond shuddered from the pleasure and nodded. "Oh, yeah..."

Smiling, Twi continued to kiss over the left breast before giving the nipple a few licks. As she gripped the right breast, she began sucking on the left nipple, making Diamond moan out. As she sucked, Twilight soon felt a hand on her cock and looked down. Diamond had reached out to feel it before pulling away.

"S-Sorry..." she apologized.

Twilight giggled and stood upright, letting her rod stick straight out. "No worries. Get a closer look if you want..."

Diamond hesitated before eyeing the throbbing meat pole, slowly getting to her knees with a blush. After eyeing the tool for a few seconds, she reached out and gently gripped it.

"W-Wow..." she said in awe. "So hard... and warm... And, it's throbbing..." She then looked up at Twilight. "Does it hurt... when it goes in?"

The unicorn smiled warmly at her. "Only at first and only for a little bit... Then, you're filled with pleasure..."

The kneeling mare nodded and gave the cock a stroke. "I know that... some mares... like to... um... s-suck on 'em?"

Twilight nodded. "Yeah... But, you don't ha--" She was cut off when Diamond leaned in and started licking the shaft. "O-Oh, wow... Getting into it, are we?"

Diamond nodded with a pant before slipping it into her mouth. Her blowjob was quite sloppy as it was her first time, however she didn't fail to pleasure the lighter purple mare. Twi let out moans and tilted her head back.

"Oh, Diamond, that's good... Sloppy... but, good..."

It didn't take long for Twilight to become horny as she gently grabbed Diamond's waist and helped her to her feet, her cock slipping out of the mare's mouth with a pop.

"Wh-What now?" Asked Diamond, looking a little upset to have been pulled away from Twi's dick.

"Next is the big thing..." the unicorn declared. "I penetrate you." Diamond gasped and blushed, covering her pussy. Twilight then smiled and leaned in, kissing her cheek. "Trust me... I'm gentle..."

The darker purple mare nodded and removed her hand. "O-Okay... I trust you..."

"Good..." cooed Twilight as she aligned her cock with her hand. "Get ready..."

Diamond bit her lip as she felt the rod poke her slit. After a bit of playful pushing and rubbing, Twi gently eased her way inside. Diamond gasped and let out a deep moan as she leaned forward, resting her head on Twi's shoulder.

"Relax..." the unicorn cooed as she pushed further in until their crotches met. "There... All the way in... How's it feel?"

"H-Hurts a little, but... I-I'm starting to feel... good..."

Twilight smiled and gently held the mare's hips. "Then, let's begin..."

She pulled out almost all the way before giving a gentle thrust back in, making Diamond moan out with pleasure.

"There it is..." she moaned, panting lightly as Twi gave another thrust. "Th-That feels good..."

"Told ya," Twilight whispered before doing a steady rhythm of light and gentle thrusts.

Diamond wrapped her arms around the mare and moaned, her sot fingers pressing against Twilights athletic back. Both mares continued to get rained on by shower water as Twilight let Diamond feel what sex was like for the first time.

As time passed, Diamond's moans increased as Twilight's speed picked up. After a bit longer, Twilight gave a couple hard thrusts before cumming deep inside the mare. At the same time, she felt a splash of orgasmic fluids from the mare and her own pussy.

"Wait!" Diamond gasped, panting heavily as she rested her head on Twilight's shoulder again. "W-Won't I get... pregnant now?"

Twilight gave a small giggle as she gently and lovingly held the mare. "No, silly... I have a magic cock. A spell that I was taught from one of our leaders... I can choose whether or not my orgasm is fertile..."

"Oh..." Diamond said, before letting out a breathy chuckle. "Good..."

"So..." Twi started with a smile. "How was that?"

The darker purple mare closed her eyes and smiled. "Incredible..."

Good Kitty (feat. KittyLava)

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Twilight led Diamond out of the bedroom, both still nude as the darker purple mare had her right arm over her breasts and her left hand over her crotch. Aqua, Azure, Collie, and Midnight looked over at her. Blushing heavily, Diamond eyed Twilight, who gave her a smile and a nod. Diamond looked back at the others before slowly removing her arm and hand, exposing her entire body.

Aqua beamed and ran over to her, quickly wrapping her arms around her and pulling her into a hug. "New buddy!"

Twilight chuckled as Diamond blushed heavily, but didn't pull away. Aqua soon released her and took a step back.

"Go on..." Aqua said with a smile. "You can touch me if you want."

Diamond hesitated and looked at Twilight, who simply smiled at her. The darker purple mare looked at Aqua again before slowly reaching out. When her fingers grazed the mare's breast, she pulled away slightly. She then went back in again and, this time, she gently gripped the mound, making Aqua gasp softly.

After giving it a few squeezes, Diamond gently gripped the other breast as Aqua smiled at her, gently placing her hands on the mare's hips. The purple mare looked Aqua in the eyes as she fondled her breasts, starting to feel a certain feeling coarse through her body. She then gripped tightly, making Aqua let out a soft moan before the blue mare leaned in and kissed Diamond on the lips. The purple mare kissed back as she was gently backed up against the wall. Aqua moved her hands to the mare's butt as the two kept kissing.

Twilight took a few steps back to watch them. "Looks like Diamond's enjoying herself."

Just then there was a knock on the door. "Uh... Twilight?" Came the voice of Emerald. "Is my... sister in there?"

Twilight eyed the door before walking over to the make-out session, leaning in slightly. "Diamond? You mind if your sister comes in?"

The purple mare quickly shook her head as her right hand moved to grip Aqua's butt. Twi smiled and turned away, heading to the door.

"Think she'll wanna join her sister?" Asked Midnight.

Twilight eyed her with a smile. "Her decision... Though, I'm pretty sure she'll go for it..."

Café by the park...

Amanté, the sleek, black mare with silver hair down to her shoulders, sat with Deva at a café table. Deva, herself, had darker silver hair that went down a little passed her shoulders.

Amanté was wearing her red bra, which covered her lovely D-cups, and red panties with an open silver jacket that went down to her knees. On her feet were black high-heel boots.

Deva had on her black T-shirt which covered her C-cups. On her legs she wore her black jeans, ripped at the knees and torn at the bottom. On her feet were black boots that went up halfway between her ankles and knees.

"Can you believe this shit?" Asked Deva, hands on her forehead as she rested her elbows on the table. "We're helping the Elementals now?"

"It is how it used to be, sister..." Amanté said as she tilted her head slightly. "Or have you forgotten?"

"No, I haven't forgotten..." Deva snapped. "It was just way more fun... being bad..."

"I admit things have gotten slow," the slightly taller mare said as she crossed her legs.

Deva quickly eyed her legs before looking up at her. "Slow? It's barely crawling along..."

"If you're bored... we could always have some fun," Amanté said with a smirk.

Deva smirked back and got up. "Cause a scene?" She asked, walking up to the black mare before kneeling beside her.

"Go for it," Amanté said with a giggle.

Deva nodded and gently held Amanté's left leg, before leaning in and giving a long lick from the boot, up the mare's smooth leg, and to her panties. A couple mares and stallions walking by went wide-eyed as they spotted them. When they had left, Amanté and Deva chuckled.

"Did you see the looks on their faces?" The black mare asked, watching the passer-bys pass by.

Deva nodded. "So, sis... What should we do next?" She asked, giving the mare's leg a few more kisses and licks.

"Well, I suppose we should head back to the hotel... Kyra is still technically our leader, after all... I'm sure she's probably wondering where we are..."

The dark silver mare nodded and gave her sister's leg a few more kisses before standing up. "Alright... Come on..."

Later...

Twilight left the hotel, stretching as she looked up at the moon. Not wanting to stay out too late, she began her walk immediately. As she did, she felt her pocket, making sure she had her gun in case she was attacked. She did. After a few minutes of walking, she heard a noise coming from a nearby alley.

Deciding to investigate, she made her way toward the alley, hand on her gun grip. Once there, she stepped in and gasped, spotting a black mare sprawled out on top of some cardboard boxes, resting. She looked rather hungry and weak.

"Oh, my..." Twilight said, sounding upset to see someone like this.

Near the mare was some tattered and torn up boxes being engineered into what seemed like a makeshift house. The times looked a bit rough for her as she seemed somewhat skinny, too. She appeared to be asleep or, at least, hadn't noticed her visitor yet.

Twilight walked over to he and knelt down beside her, looking her over with a smile. "What a cutie... I should take you back with me..." she said, running her fingers through the mare's hair.

Releasing a cute cat imitation, the mare started to stir, pawing the air with one hand. "N-Nyaa... F-Five more minutes, mommy." On the bright side, she was partly asleep now.

Twilight bit her lip as her mistress side started to take over. Smiling, she gently place her left on the mare's cheek before moving it down to her neck, rubbing gently. "Keep sleeping if you want, cutie..." she cooed.

"N-Nyaa? W-Wait... Who's there?' She asked, releasing a cute yelp as bit by bit the mare awoke further. Shivering slightly, both wings spread out upon awakening this way.

Twilight smiled at her and moved her hand to the mare's stomach. "Mmm... A friend," Twi cooed as she gently felt the mare's skin with her fingers.

"U-umm... I don't recall meeting you before. W-Where exactly did we run into each other before?" The mare shivered, shuddering underneath her touch as if she were wearing silk in very breezy winds.

"Oh, we never met," Twi said with a smile. "But, you look like you could use a good meal and a place to live..." She then leaned in and sniffed the mare's neck. "And maybe a bath. I can give you all these things..."

"W-Well, I suppose a bath would be nice... Though, may I ask what the catch is?" She asked defensively.

The unicorn smirked. "I would like you to become my pet..." she said as she leaned in, kissing the mare's neck. "And, don't worry... It's not as bad as it sounds..." she cooed with a smile.

"N-Nyaa... I-I guess that doesn't sound too bad... Is a collar required?" The mare asked, both wings having pomfed open earlier from her surprise kiss.

Twi chuckled. "If you want..." she cooed, moving her left hand up to the mare's right breast. "You're quite a cutie, you know that?" she asked, gently gripping the mound.

"U-Umm... M-Maybe one with a bell?" She cooed softly with a purr. A blush formed across her cheeks as light moans escaped from her mouth as she pawed teasingly in the air.

"Oh, you're gonna be a fun one..." Twi said with a smile as she gently slid her hand under the tube top and gripped her breast. "And I can get you one with a bell," she said as she kissed the mare's cheek, not caring if she smelled bad.

"R-Rawr..." Offering up light giggles, it wasn't too hard to tell she was trying to be playful.

Twilight smiled at her and pulled her tube top above her C-cups and leaned in, licking and sucking the nipple skillfully as she used her other hand to grope the other breast. The black mare let out squeals as her Mistress explored her chest. She then closed her eyes while shuttering, making the pleasure more noticable.

Twilight then smirked and pulled away before standing up in front of her. She then undid her pants and pulled them down, her thick, purple, meaty futa cock springing free. "What do you think, pet?" she asked, her dick throbbing in front of the mare's face.

The mare released a cute yelp and blushed. She then raised her hands, slowly starting to stoke Twilight's cock with her cheeks teasingly rubbing up against the head. "N-Nyaa... It's big..."

Twilight smiled and rubbed the mare's cheek. "Of course... How else will I pleasure my pets to the fullest?" she asked with a smile as she licked her lips. "Mmm... You're such... a cute one..." she cooed as she made her cock twitch against the mare's cheek.

"N-Nyaaaa..." Blushing further, she began to skillfully stroke Twilight's cock, her muzzle opening as she took the tip inside. Her tongue gracefully ran across its rims before coiling slightly, helping guide the rod inside her mouth.

Twilight let out a gasp and bite her lip as she held the mare's head and pushed further inside until her rod hit the back of her throat. She then began moving her hips back and forth as she let out moans of pleasure. "Such a sexy and... willing pet, you are..."

Sliding her hands downward, Lava gently rubbed Twilight's balls. Her muffled moans would vibrate that pleasurable member inside her muzzle, occasionally bobbing her head. It was always nice to get a little treat to help her feed, though she had to be carefull about it.

Twilight let out a moan at the rubbing and sighed happily. "Mmm... I'm so glad I found a sexy and obedient pet..." she cooed as she gave a thrust into the mare's mouth. "Keep this up and I'll be cumming in no time..."

With cumming as her desired goal currently, Lava was all to eager to suckle upon Twilight's member. Her hands occasionally switched between stroking her balls and whatever part of that member that wasn't fairly deep inside her mouth.

The unicorn moaned out loudly. "Holy shit!" She gasped as she felt the mare rub her junk all over. "S-So eager for cum, aren't you?" She moaned as she felt her orgasm approaching. "Just a little more..." she cooed as she panted heavily.

Hearing those words leaving Twilight's muzzle was all she needed. Spreading her wings, it was time for a little pegasus tease. Using her wings' feathers, Twilight soon felt her balls being tickled all over. Lava also used her hands to stroke Twilight's shaft.

The unicorn held the mare's head gently as she leaned forward. "A-Are you... using your wings?" Twi asked her before standing up again and chuckling, her cock twitching and throbbing in Lava's mouth. "Th-That tickles but... I-in a g-good way..." she said as she tilted her head back. "Damn... I'm about to burst!" She moaned out.

Readying herself whilst still unleashing her pleasure assault, Lava looked up. Twilight then let out a loud moan before thrusting into Lava's mouth, filling it up with her cum and then some. A lot was spat back out and some even came out of the mare's nose. The purple mare gasped and panted until her orgasm ended, sighing deeply as she patted the mare's head.

"Good girl..." she cooed.

Swallowing part of her treat, it was quite surprising to her the volume of cum released. Well, at least, she was going to have plenty of cum for later. However, she was going to require that bath more than ever with all this cum coating her.

Twilight sighed and pulled out of her mouth, cum dripping from her tool. "There... Did you like that?" She asked, looking down at her pet as she reached out and gently stroked the mare's cheek. She then scratched underneath her chin.

"Y-Yes Mistress," Lava replied with a blush, after feeling more cum sliding out and over her body. "U-Umm... Mistress? Could I occasionally have a bowl of cum to drink out of from time to time?" Sure, that question may have been unusual, then again given what normally happens around this city, might be somewhat normal in comparison.

Twilight chuckled and knelt down. "I'm sure I could arrange that," she said, wiping off some cum from around the mare's mouth. "You like my cum?" She asked, holding her finger against the mare's lips.

"Nyaa... Yes, Mistress," she giggled, going to lick Mistress' cum off her finger.

Twi smiled. "Come on... Round 2?" She asked, slipping her finger out of the mare's mouth and sitting beside her against the building, her cock sticking straight up and twitching.

"Nyaaa... Kitty is going to take it doggy style?" She purred, going to teasingly nuzzle Twilight, although there was a chance some cum may have gotten over her clothing.

"Does Kitty want it Doggy?" Asked Twilight. '"Or would you like to hop on and ride it?" She asked, rubbing the mare's breasts gently with her left hand, not caring if her clothes got dirty.

"Hmm... What does Mistress want to do with Kitty?" Purring softly, she giggled, rubbing one of Twilight's breasts with her right hand.

Twilight thought before smirking. "We'll do both... in one round... First, hop on," she cooed as she gave the mare's nipple a pinch before letting go.

Blushing hard, Lava yelped in response before complying. Shifting into position, she gave her mistress full control, wondering what she wanted done first. Twilight smiled and grabbed her ass, lifting it up so her cock's tip was pressing to the mare's folds. She then pulled Lava down onto her rod, hugging her close and licking her cheek.

Unleashing one yelping moan, her folds wrapped around Twilight's member. Shivering slightly, it would seem she was trying to hold her wings back from pomfing open.

The purple mare chuckled and held her butt as she began thrusting upwards. "Does Kitty like how her mistress feels inside her?" She asked as she gave the mare's neck a lick and a kiss.

"N-Nyaaa... Y-Yes, Mistress," the charcoal colored mare moaned out, squealing out. It wouldn't be too long before both wings pomfed, body shuddering as she gave in.

Twilight giggled and kissed Lava deeply on the lips, slipping her tongue into her mouth as she trusted harder. She was about ready to switch positions but she just wanted to taste the mare's tongue first.

As she made out with her mistress, her moans were being muffled by Twilight's mouth as she blushed bright red.

Twi smiled and pulled away. "On your hands and knees, pet," she cooed, giving the mare's lips a lick as she winked at her.

Getting up for a moment, she bent over, tail moving aside as she assumed the doggy position. She was partly excited and blushing still, feeling quite flustered, too.

Twilight knelt behind her and rubbed her butt. "Hmm..." Twi said with a smirk as she rammed her cock into the mare's pussy. "Mmm... You got a cute ass," Twi said, giving her butt a light slap.

Yelping as her blushing grew, both wings pomfed upon receiving Mistress' slap. She then shuddered whilst gripping that member below by tightening her folds. "N-Nyaaa..."

Twilight moaned and smiled as she gripped the mare's ass and kept pumping. "Such a good girl..." she moaned, panting as she leaned forward a bit. She then reached around with her left hand and gripped Lava's left breast.

Captivated with pleasure, mixed with humility, Lava panted in between her moans. Her body arched slightly as she readjusted paw positions as well.

Twilight gave her ass another slap before gripping it. "Mmm... Such a lovely body..." she moaned out as she felt close to an orgasm. She then pumped her hips faster and faster before pulling out and sitting with her back against the alley. "Now, hop on and ride it," she cooed, her cock twitching and throbbing.

Moaning in response, she gradually grew somewhat light-headed as she almost squealed from the teasing and denial whilst lust took hold. She then glanced at the purple mare. "Y-Yes Mistress," she cooed obediently.

After shaking her hips teasingly, she turned around and got up. She then climbed into Twilight's lap, her folds teasingly rubbing against Twilight's member's tip. Lava's breasts lingered near Twilight's face before the mare began thrusting downward, beginning to ride Mistress's cock.

Twilight moaned and held Lava's hips as she felt the mare move up and down. She then leaned in and gently bit the mare's left breast, letting out a moan. She then licked up from the mound and began to kiss the mare's neck lovingly as she felt her rod throb inside her new pet.

Soft moans and pants escaped from the black mare's lips, her needy clit clamping down upon Mistress's cock. Closing her eyes, not only was she getting close herself, but Mistress just seemed to know how to toy with her perfectly. With one final deep thrust, Lava squealed out as juices rained down upon Mistress's cock

Twilight held the mare close to her body as she gave a hard thrust before filling the mare's wet insides with her cum. Grunting sexily, Twi fired off more cum as a lot splashed back out onto her crotch. "Damn..." she moaned as she moved her hands to the mare's butt, holding her in place until she felt the last bit leave her. She then let go and panted. "Wow... That was amazing..."

Resting against Twilight's body, panting whilst being tired out, Lava was worn out. Plenty of cum stuffed both her muzzle and folds below. She now simply nuzzled Twilight's cheeks gently and tiredly.

Twi smiled and rubbed the mare's back, feeling every inch and every curve of her body. "Once we... rest up... we can head to the... hotel..." she said as she smiled at the nuzzling, loving how cuddly this mare seemed to be.

"Y-Yes, Mistress," Lava softly purred, cuddling up against the mare tiredly with eyes shut. Eventually, both wings started to close, folding up as she fell asleep in Twilight's lap.

Twilight smiled and kissed the mare's cheek before looking at her face. "Aww, you're so adorable," she cooed, her rod softening and going limp as it plopped out of her pet's wet folds. She then let out a sigh as she used her magic to pull their clothes over. Afterwards, she simply rested with the mare on top of her. "That's it..." she cooed, giving the mare's cheek a lick. "When you awake, you'll be home..."

Pet Sandwich / Rainbow's New Tool

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Twilight carried the passed-out black mare into the hotel. As she passed a stallion, her turned to her and smirked.

"Another one, Mistress Twilight?" He asked.

The mare chuckled as she headed to the elevator and pushed the up button. "You bet," she replied, turning to face the stallion when she heard the ding. "And, she's all miiiiiiiine," she cooed, backing into the opening elevator.

The stallion let out a chuckled of his own as he watched Twilight leave.

When she arrived on her floor, Twilight carried Lava down the hall and up to her door, using her foot to knock. "Open the door, girls," she called. "It's me."

She heard quick scampering before the door opened, revealing a nude Emerald.

"Mistress," the green mare said with a smile. "Who's that?" She asked, seeing the black mare.

Twi smiled and stepped in, using her foot to close the door. "Hey, sweetie," she said. "This here's Lava. She's a new pet," she said, bringing the unconscious mare to the couch and laying her down on her back.

"She looks like a cutie," Midnight said as she walked over to her.

Twi smiled and eyed her. "Not as cute as you," she said, before pulling the mare into a kiss.

Midnight smiled and kissed back, the two making out for a few seconds before breaking.

"Who is she?" Asked the conscious black mare.

"Lava. Another homeless mare. This one I found asleep on a bunch of cardboard boxes..."

"Poor thing..." Midnight said sympathetically as she reached a hand out, gently stroking the other black mare's mane.

Twilight sat down on the couch with a sigh, tapping her knees. "Oh, what a day..."

"Well, you did manage three mares today..." Midnight said with a smile. "I'm sure you're exhausted."

"I am..." Twi replied, looking at Emerald.

Smiling, she began to remove her pants. As she did, the green mare watched her with a certain look in her eyes. When Twilight slipped out of her pants and kicked them aside, all she had to do was spread her legs before Emerald quickly knelt in front of her.

The green mare then began to lick at the mare's shaft, moving lower to the sack that hung beneath. Twilight let out a moan at the mare's eagerness when Diamond walked over.

The purple mare let out a chuckle. "She sure is enjoying this..."

Twilight nodded and looked at her. "She sure is," she said, holding her hand out. "Come... We can have some fun, too..."

Diamond nodded and quickly sat beside her. "You know, this is more fun than I would've thought..."

"Mmm... Why is that?" Asked the lavender mare, leaning in to kiss her on the cheek.

"You're not... uh... ravaging us?" Diamond said questioningly, not sure if she was using the right word or not.

"Oh, I'll ravage you, alright," Twi said, pulling the mare into a kiss, before both ended up chuckling.

"See?" Asked the purple mare. "You're fun."

The two then went back to kissing as Emerald continued to lick the lavender mare's sack. A few minutes passed before there was a knock on the door. Twilight let out a sigh and tilted her head back.

"Twilight?" Asked a familiar voice. "It's Rainbow Dash."

The lavender mare's ears perked as she looked at the door, smiling. "Come in!" She called, before looking at Emerald. "Keep licking..."

The door opened as the cyan pegasus entered, eyeing Emerald before closing the door. "I got a favor to ask."

"A favor?" Asked Twilight. "Such as?"

"Well, I... I'm kinda seeing Gilda now, and... well, I kinda would like... a..." Dash stammered.

The unicorn smirked, knowing what the mare wanted. "You want me to give you a dick?"

"Could you?" Asked Dash, eyes going wide in hope as she took a step forward.

Twilight looked down at Emerald. "Sit beside me," she said, as the green mare stopped the licking and did as told. Twilight then hovered her hands over Diamond and Emerald's crotch. Then, with a flash of purple light, both mares had grown quite the thick tool and an accompanying sack. "It only lasts for 24 hours, though... Unless I take it away of course..." She then gripped the two rods, making both sisters shudder and gasp.

"24's all I need!" Dash beamed with a wide smile.

The purple mare jerked off the two mares as she eyed Dash. "First... I want you to suck mine."

Rainbow smirked before shaking her head. "Sorry, Twilight... If it were any other time, I would, but..."

The purple mare nodded as she kept stroking her pets. "Gilda's the lucky girl?" Rainbow nodded with a wide smile. "Ah... All those feathers... She soft?"

"Oh, yeah," Dash replied with a smile.

Twi smiled back and gave both her pets' rods a hard jerk, making them gasp sharply. "Stand in front of me. Also, pull your pants down. The magic needs direct access to your pussy for this to work."

Dash nodded and began undoing her pants as she stepped up to Twilight. The lavender mare smiled and let go of her pets' rods to grip Dash's pants. As she pulled them down, she licked her lips.

"I'm sure gonna miss that delicious pussy..." she said, before placing her hand on it. Dash then felt a surge of strong magic course throughout her crotch. She closed her eyes and let out a grunt before feeling two hands on a new part of her body. "Perfect," Twilight said as she gave Dash's cock a jerk.

Rainbow moaned and opened her eyes. "It worked?"

"Definitely," Twi confirmed as she kept a hold on the blue cock. "Gilda's gonna love it," she added, slowly removing her hands before gipping her pets' rods again.

"Thanks, Twilight," Dash beamed with a smile before quickly pulling her pants off and taking off out the door.

Twilight stared at the open doorway with a sigh. "Why do they always forget?" She asked, using her magic to close it herself. She then smirked. "I could really go for a pet sandwich... How 'bout you, babe?" She asked, eyeing Midnight.

The black mare smiled and nodded. "Sounds delicious."

Twi then looked at Emerald. "Hop on my dick, facing away from me."

The younger sister smiled and climbed into her lap, back to her chest. The unicorn then gripped her butt and made her lift it up before aligning her cock. She then gently pulled her down, her rod sliding into the pet's ass.

Emerald let out a groan as she slid down before she felt her mistress begin to thrust her hips lightly. "S-Soooo gooooo-oood..."

Smiling, Twilight eyed Diamond. "Get in your sister's lap with her cock in your ass."

Diamond nodded and went to stand in front of them. "May I do something first?" She asked.

The lavender mare nodded before kneeling. She then leaned in and began to lick the tip of her sister's rod.

"O-Oh, s-sister..." the younger mare moaned as she felt her sister lick her cock while her mistress fucked her ass.

Twilight smiled as she kept thrusting before Diamond slipped the rod into her mouth and began bobbing her head.

Rainbow entered Gilda's room and smiled, seeing her laying on the bed in wait... in her underwear. "I have it."

The griff smiled and patted the spot beside her. "Don't keep me waiting."

Dash nodded and pulled off her shirt, leaving her bra and shorts on as she headed over to the bed. Once there, she climbed up and scooted up to the griff. The two then leaned in and kissed, Rainbow's hand finding its way to the feathery belly of the griff.

"You know, for being such a toughie..." she began, before kissing Gilda's neck. "You're quite the softie..."

"Oh, ha ha," Gilda replied with a smile as she watched Dash kiss down to in between her breasts.

The cyan mare then gripped the piece of clothing and pulled it up and over the mounds before leaning back in. Gilda moaned out when she felt Rainbow wrap her lips around her left nipple and suck.

"Oh, Dashie..." she panted, her panties getting wet. Dash then slid her right hand down and began rubbing the wet spot, making Gilda moan even more. "D-Don't make me wait..." she groaned, moving her talon-hand to the mare's crotch and feeling her bulge. "Let me see it."

Rainbow chuckled and sat up, kneeling on Gilda's lap before pulling her shorts down. When she got them down as far as she could, her hard cock sprung free and stuck out at an impressive 12-inches and was almost as thick as a can of Red Bull.

"Oh, Dashie," Gilda gasped, sitting up as she stared at the cock. "That's a great-looking dick... And, it works?" She asked.

Dash chuckled as she wiggled out of her shorts and kicked them off. "You bet," she said before the griff gripped it.

"I can feel it throbbing..." Gilda said with a smile. "And, it's warm..."

Dash smiled and reached down, undoing her mate's bra and tossing it off the bed. "How about we get down to business?"

The griffin nodded and stroked the rod a little. "Definitely."

Rainbow then gripped her panties and pulled them down before aligning her cock. Once she was lined up, she pushed her way inside, both letting out a moan as Gilda gripped the bed sheets.

"S-So filling!" Gila moaned, stifling a screech. "And big..."

"Careful of your sheets, Gil..." Dash warned, noticing her lover's claws digging into the bed.

Diamond climbed into Emerald's lap backwards, pushing her butt into the thick rod with a moan. "Mmm... I can feel your thrusts, Mistress..." she cooed.

Twilight smiled and wrapped her arms around both mares as she kept thrusting her hips. Midnight let out moans of her own as she watched and fingered herself. It didn't take long for her to get bored with just watching as she got up and went over to them. Once there, she knelt down and began licking at Diamond's rod, making the purple mare moan.

"Wow..." Aqua said as she watched them. "They're really going at it..."

"You can say that again," Collie agreed as she stepped up beside her.

The blue mare eyed her. "So... One of us now?" She asked with a light smile.

The white mare looked over at her and smiled back. "I would... say so... Twilight seems nice when you're on her good side... I hope I..." She stopped as she licked her lips. "I'm gonna show her that I'm hers..." she said before walking up behind Twilight.

Aqua smirked and crossed her arms as the white mare leaned in, head beside the unicorn's. Twi's eyes darted to her when she noticed something out of the corner of her eye. When she saw it was Cauliflower she smiled. Collie smiled back before leaning in, both mares kissing as the lavender mare kept thrusting.

Gilda rolled both her and Dash over and began moving her hips up and down. Rainbow moaned and panted as she felt her griffin mate's feathery body against hers.

"S-So soft..." she moaned, grabbing her ass.

Gilda smirked and moved her hips faster before Dash let out a loud grunt. Eyes going wide and mouth going agape, Gilda felt her insides fill up with semen as her pussy squirted some juices onto Dash's crotch. After both had orgasmed, Gilda collapsed on Dash, both panting heavily.

"D-Damn..." moaned the griff. "That was... That was..."

"Amazing," Rainbow finished, receiving a nod from her mate.

"Y-Yeah, that..."

Twilight stood above an exhausted Diamond and Emerald, cum leaking from their asses as Midnight wiped some cum from around her mouth.

"They sure came a lot, huh?" Asked the black mare.

Twi chuckled and nodded, eyeing her. "I'm gonna go check on Dashie..."

Midnight nodded and stretched. "And, I'll take a little nap."

The unicorn nodded and kissed her on the lips before grabbing her clothes. "See you in a bit."

Midnight smiled and began making her way to the bedroom. "Don't be long..."

Smirking, Twilight finished getting dressed and then left the room.

Lava's Interrogation (feat. KittyLava)

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Later...

Slowly awakening, Lava rubbed her head first, soon brushing closely by her eyes. Light purrs escaped out of her muzzle as she had no idea where she was.

"Oh, you're awake," came a voice that wasn't Twilight's. The black mare soon realized she was laying on a couch as a dark purple mare was knelt beside her, leaning forward and looking down at her with a smile.

Several yelps escaped her muzzle as she glanced up at the other mare. Her wings still resting around her body as she flustered-ly skimmed the mare over with her eyes to try and get some idea who she was. Then there was the unfamiliarity of where she was currently at.

"N-Nyaaa? Who are you?" She asked.

"Diamond..." the mare said. "One of Twilight's newest pets. Are you a new playmate, too?" She asked with a smile as she sat upright, giving the mare some space.

"One of Twilight's pets? How many does she have?" Lava asked, purring softly and nervously glancing around the room.

Looking around, she saw a few other mares. There was a green mare making out with a white mare, both nude. There was also a blue mare laying on her back on the floor wearing sexy, skimpy bra and panties. The purple mare, herself, was wearing a white tube top and panties.

"More than a couple," the mare answered with a smile.

A blush formed as Lava's eyes looked around. From what she could tell about her new Mistress; that mare had a longing or desire to gather other mares. Given their mostly skimpy, or lack of clothing, wasn't too hard to guess what exactly they might be for. Deciding to examine herself, she'd quickly note how clean her body was. She then noticed that all she wore was a pink thong, immediately blushing quite harder.

"Why so shy?" Diamond asked, gently rubbing Lava's bare belly. "You're among friends now... Relax..." she cooed gently.

"N-Not entirely used to waking up like this," Lava purred softly, unaware her tail changed into something more feline-like. "I-it's quite flustering, to be fair, waking up to all this. D-Does this sort of wake up happen often?"

"You mean do most pets feel like you do? Not sure. Me and my sister... That green mare, Emerald, over there... We're the newest additions. But, we owe Mistress Twilight so much. She saved us from the streets. From being raped. Did she save you from the streets, too?"

"W-Well she did pull me off the streets, though is it normally this mischievous around her room? Or home?" Tail shifting around, Lava glanced around at the mares again.

Diamond smiled. "It's usually like this for her pets. Her girlfriend sometimes plays with us, though she seems to wanna be with her lover more. Which is fine by me because Mistress plays with us enough..."

Looking partly surprised, attention drew back to Diamond whilst her kitty ears started to pop out. "M-Mistress has a girlfriend? She didn't mention that at the time, though she did get me partly flustered, though."

"I heard from Aqua that Midnight, the girlfriend, had sex with her to see what Mistress found so enjoyable in having sex pets... She then became okay with the idea and let us all stay here... And, like I said, sometimes plays with us..." Diamond then slowly moved her hand up to Lava's left breast and gently rubbed it. "You'll like it here. Trust me. We all do. Much better than being out there."

"S-Sounds like Midnight goes to inspect us at times," Lava purred softly, before one moan escaped outward. A blush formed across her cheeks... and both her kitty ears poked upward in surprise. She then shifted her hands upward in an attempt to hold them down, wanting to keep them hidden in her mane. "N-Nyaa?"

Diamond went wide-eyed. "Um... You have... cat ears?" She asked, not sounding as surprised as she should but sounding surprised enough.

"U-Ummm, might just be part of a costume?" She hesitantly replied, hoping the mare would buy it. Then again, she's probably stuck with it out of the bag. "Are they really that unusual?"

Diamond smiled and reached out, poking the ears. "It's not the strangest thing to happen in the city..." she said. "Changelings... A Succubus... Vampires... a werewolf... But... why do you have cat ears?"

Lava blinked a few times, both ears twitching. Changelings weren't that unusual to her, having played with a few before. But when it comes to everything else mentioned, one would wonder what the heck kind of city they were in.. "U-Ummm, do I have to answer that?"

Diamond leaned in close and slipped her hand in the cat mare's panties, rubbing. "Mmm... What if I asked you nicely?" She asked. "I'm really curious..." she cooed.

Lava shivered lightly as soft "eeps" escaped outward, her chicks bright red with her hands shifting into that of black furred kitty paws. She quickly pressed them against her muzzle to try and cover her moans. This was embarrassing enough, but now she was growing damper between her legs.

"So, you're a cat?" Asked Diamond, noticing the paws as she kept rubbing. "A cute kitty?" She cooed.

"N-nyaaa? N-Not exactly?" Lava purred softly, more moans escaping from her mouth.

Diamond then slid her fingers inside and wiggled them around as she kissed Lava's cheek. "I wanna see how much of a kitty you become..."

Lava eeped as she became fully exposed just as the mare desired. Two full sets of kitty paws were present, tail, her ears, and one very red pair of cheeks. "N-Nyaa... A-Are you s-satisfied now?"

Diamond nodded. "But, now I want some fun with the kitty..." she cooed, moving her left hand to the kitty's tail. "Sit up, please..." she said with a smile.

"Wh-What are you planning?" She asked nervously, eeping this time from something brushing up against her tail. "P-Please tell me she isn't going to find out about this?"

"Who, Twilight?" Asked the mare. "Why don't you want her finding out? Also, sit up, please," she repeated with a smile, biting her lip.

"U-Umm, she doesn't really know about this?" She replied before nervously sitting up.

Diamond gently pulled the Kitty's panties off before sitting beside her and pulling her into her lap. "But, why don't you want her to know? Are you... embarrassed?" She asked, looking the cute kitty in the eyes as she rubbed her butt.

"M-Maybe... I'd just rather not have everyone know I'm Cheshire-- U-Umm... Forget I said that?" She said, sounding rather nervous.

Diamond nodded and kissed her neck. "I love this look, though... You're so cute," she said, rubbing her butt before her right hand lightly stroked the tail.

Yelping softly, moans trailed outward as Lava attempted to avoid eye contact. "G-Get the feeling you or her might keep me this exposed with vibrators and chastity..."

"That how it works?" Asked the mare, using her hand to grip the cat's breast. "When you're aroused, you turn into a cat?"

"N-Not exactly, b-but a few things can make me lose control o-of which is revealed or hidden. O-Oh, buck," She moaned out, glancing nervously back at the mare.

Diamond smiled and kissed Lava's cheek, rubbing her breast. "I see... Well, I like it..." the mare cooed as she then kissed the black mare on the lips..

Releasing flustered moans, Lava gave into her situation as she likely wasn't going to be getting out of this one. At least she didn't have to worry about Twilight discovering her secret. "N-nnyaaa..."

Diamond smiled and laid Lava down on the couch before climbing atop her. Pressing her breasts to the kitty's, she smiled. "Mmm... Giving in, are we?" She asked, leaning in and kissing the mare's neck some more.

"N-Nnngh... D-Don't have much choice, do I?" She replied with soft purrs whilst tilting her head towards the side and tail swishing excitedly. "N-Nyaaa... W-What are you plotting to do with... K-Kitty?"

"Plotting?" Asked Diamond with a chuckle. "That sounds like I'm... the bad guy, or something... I'm simply having fun with Twilight's new pet... Her new... kitty..." The mare then slid lower and began to lick the black mare's nipples.

"N-Nyaaaa... S-Seems like it's train the kitty, instead," Lava moaned out, squirming weakly whilst letting the mare have her way.

Diamond smiled and gripped both breasts, squishing them together. "Did mistress use her thick cock on you?" Diamond asked with a smirk as she moved lower and kissed the kitty's belly.

Squealing softly, she nodded, rather embarrassed yet not desiring to outright say it.

"Did you like it?" Diamond asked as she moved lower and gave the kitty's pussy a few kisses.

"N-Nyaaa... D-Do I really have to answer this in front of the others?" She moaned, blushing hard but likely answering it indirectly.

Diamond chuckled and nodded. "One of the things Mistress' pets have to learn is to be open... Look around as the others have sex right on the floor. They don't care who sees or hears them. I don't. Neither should you. Now, moan it out for me. What do you think of Mistress' cock?" She asked again before giving the kitty's wet lower lips a lick.

Just then, Lava could hear Twilight's voice coming down the hall. Once she was close enough, the rest of the girls heard her as Diamond smiled. "Looks like she's gonna find out..." she cooed.

"N-Nyaaa, d-do I really have to b-be revealed th-this way to h-her?" Lava gulped as she squirmed cutely, light moans escaping outward as it seemed her fate was sealed.

Diamond sat upright, pulling Lava up with her. "Doesn't matter how you appear. You don't have time to hide your cat traits," she said as Lava could hear Twilight step up to the door.

The kitty yelped cutely as she was too distracted to hide her feline features.

Just then the door opened up and in stepped Twilight, her eyes falling on the black mare. "Um..." she said, before walking towards her. "Lava?" She asked. "Something you're not telling me?"

"U-Ummm... K-Kitty costume?" She quickly stuttered, quite noticeably tense and nervous as sweat began forming.

The purple mare stepped up to her and looked her over. She then turned and headed to the ouch before sitting down. "Sit," she said, patting her lap. "Facing me..."

Lava gulped as she nervously get up slowly, crawling on the couch before sitting upon her Mistress's lap, facing her. Her tail swished as her kitty ears lightly twitched.

Twi then put her arms around her. "What's really going on?" She asked. "You can tell me," she said, gently rubbing her hand up and down the kitty-mare's back.

"N-Nyaaa... D-Do I really have to say i-it?" She purred softly, body shuddering and her ears occasionally twitching.

"Well, you're clearly not normal. Seems you're part cat. What, exactly, are you?" She asked, still only rubbing the mare's back as she looked her in the eyes.

"N-Nyaaa... D-Does Kitty really have to answer that question?"

Twilight frowned. "Still need some training, huh?" She asked before pushing Lava onto her stomach on the couch, before unzipping her pants and pulling out her dick. She then climbed atop the black mare and leaned in close to her ear. "This will go on until you tell me..." she said, before pushing her way inside of the kitty's ass with a grunt, forcing several yelping moans from the mare.

Diamond casually stepped up next to Twilight and bent over 90-degrees, whispering into her ear. The purple mare nodded and gave her a brief kiss in the lips before looking at Lava again. She continued her thrusts into the kitty-mare's ass as she leaned in once more. "Diamond here... said you started to... say something earlier," she said between groans. "Chesh-something... Care to explain?"

Squealing under continuing thrusts by her Mistress' desire for answers, two minutes passed before answering when it was harder to resist or think. "A-Ahhh! Ch-Cheshire... I-I'm a C-Cheshire..." She spoke in escaping moans with cheeks cherry red, her folds leaking all over Twilight's couch.

Twilight smiled and pulled out, waving her hand over hr cock to clean it before grabbing the mare beneath her. After flipping the cat onto her back, she gently pushed into her pussy. "Mmm... Much better..." she cooed, leaning in and kissing Lava's cheek. "So, you're a Cheshire Cat, huh? I'll have to add that to the list of new species I've encountered..."

Humiliated by her confusion without any idea how this may go, she soon figured it out when Twilight flipped her around for another session, letting out a yelp of embarrassment. "N-Nyaaa... K-Kitty's kind of ,umm..... A-A little bit u-unique, M-Mistress..."

"I'll say," Twilight cooed, before lifting her head to look he mare in the eyes as she slowly rocked her hips into Lava's.

"N-Nyaaaa!!! D-Does K-Kitty have to c-confess another one of h-her secrets?" Lava spoke up between panting and moaning, both wings pomfed opened within her flustered state.

"Why?" Asked Twilight with a smile. "Do you have any other secrets?" She then slowed her thrusts as she leaned in again and kissed the mare on the neck.

"U-Ummm, K-Kitty is somewhat of a... m-mean... shot with a sniper rifle... O-Occasionally hired before you, umm.... Well, you probably know, Mistress," Lava gulped as those words escaped outwards rom her mouth.

Twilight's ears twitched before she stopped her thrusts. "You took jobs for Kronos?"

"U-Ummm, y-yes..." She replied as she was still uncertain about whether she was in trouble or not.

The purple mare hesitated for what seemed like forever before she slowly began moving her hips again. "Well... I'd say it's a good thing Kronos is with the Elementals now... But, in a way, we cut off your funds and... caused you to live in the alley, huh?" She asked, sounding like she felt bad as she moved her hips very slowly.

"I-It was more along the lines of... me being hired occasionally by them, and other groups at times. S-Somepony really didn't like the Elementals... And Kitty sometimes was permitted to have a bit of... fun at times with captives before turning them over..."

"You're saying you... raped Elementals before sending them to their death?" Twi asked, stopping her thrusting and leaning in close.

"N-Not to their deaths... At least, I don't think so... Well, except for a few they wanted Kitty to snipe in the field..." She then gulped nervously.

Twilight scowled before pulling out of the kitty with a growl and standing up, quickly moving to her coat on the coat rack and pulling out her gun, ejecting the mag to check the ammo before sliding it back in and cocking the gun.

Diamond went wide-eyed and walked over to her. "Twilight, what are you doing?"

"She's the enemy," the unicorn said, using her gun to point at the black mare. "She's a rapist and a murderer... The very kind I rescued you from, lest you forget."

"We haven't forgotten..." Diamond replied quickly, almost cutting Twilight off. "But, she's not the same..."

Pants escaped outward from Lava's muzzle, leaving her vulnerable. She was quick to gulp from nevousness and fright as she stared at the pistol's barrel, knowing how this may end.

Twilight eyed Diamond and then Lava again before pushing passed the mare in front of her. She then climbed atop the black mare and pressed the gun to her head. "What do you know about the Apocalypse?!" She yelled. "This mystery gang! Know anything about them, huh?!"

Blinking a few times, it appeared the name wasn't familiar to the mare as she was both terrified and confused at the same time. "U-Ummm, who? K-Kitty may be f-freelance a-and mischievous at times, but never h-heard of them before."

Twilight was breathing heavily before she took a deep breath.

"Sh-She doesn't know anything, m-mistress..." Cauliflower said as she spoke up, sounding nervous as she was new to this as well. "I've never seen her before..."

Twilight eyed the white mare before looking at Lava again. Diamond stepped up to her and tapped her shoulder.

"You don't need that anymore..." she said, holding out her hand.

Twilight eyed the gun and sighed, placing it in Diamond's hand, who went to put it back in her coat pocket. The unicorn then looked down at Lava again. Fear not yet fading as the pistol was eventually removed, Lava's body was tense like she was about to pass out on the spot.

Twilight sighed and nuzzled her cheek. "You can relax now..." she cooed. "I'm not gonna hurt you... You are with me now, after all... Right?" She asked, kissing Lava's neck.

Either by mixture of fright and exhaustion, or just mostly fear itself, the charcoal colored pegasus mare passed out before Twilight.

The unicorn let out a sigh and stood up. "She sure is an unstable one."

"Unstable's putting it mildly," Diamond said as she looked down at the black kitty-mare. "What'll you do with her?"

Twilight shrugged. "Train her like I trained Cauliflower."

"You used my full name," the white mare said with a smile, sitting up and looking at her.

Twi looked over at her and nodded. "You earned it."

Blushing, Cauliflower smiled wider before Emerald wrapped her arms around her neck.

"Come back here," the green mare said before pulling the white mare back down into a kiss.

The lavender mare then stretched. "Well, it's getting late. I'll see you girls in the morning," she said, heading towards her bedroom. AS she passed by Aqua she stopped and smiled. "You may sleep with us again if you'd like," she said, before entering the bedroom.

Aqua gasped happily and ran in after her.

The Firestarter

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Early Next Morning...

Tech stared at his laptop with bloodshot eyes, watching the multiple different camera feeds. "Come on... There has to be something..." he said, carefully watching each one. He then let out a gasp, remembering that some feeds cut out when the killer drove passed. "That's it..."

He quickly got up from his desk and ran over to a bookcase, full of various types of books; story books, history books, but mostly tech books, and even a few maps of the city. The latter of which he grabbed and headed to his bed. After unfolding the map of the city, he laid it out on his bed.

"So, the explosion was... here..." he said, using a marker to circle the spot where Blitz and Citrus were murdered.

He then went back to his laptop and rewound all the city cameras in the area to the exact time and hit play. When one cut out, he paused and marked it on the map, connecting the two points with the marker.

"Oh, I do think I'm onto something," he said with a smile.

Sunset Shimmer left her room on the 4th floor and rubbed her eyes, making her way towards the stairs. It was early and she wanted breakfast in the Dining Room. As she neared the stairs, Ginger bolted passed her.

"Hey, what's the rush?" Asked the orange mare.

The brown mare turned 180-degrees and ran backwards, a big smile on her face. "Surprise is back!" She cheered, before turning back around and running out of the hotel.

Sunset chuckled and shook her head. "Crazy couple," she said as she made her way into the Dining Room for some food.

Tech burst into Celestia and Luna's room. "I know how we can find the one behind all this!" He shouted. The room was empty. Sighing, her ran over and opened the doors to their bedroom. "I know how we can find the one behind all this!"

Both sisters, let out soft yawns and rubbed their eyes as Celestia sat up, the bed sheets rolling off her bare breasts.

"What is it, Tech?" She asked.

The stallion, stared at her before snapping back to reality. "I know how we can find the one behind all this!" He repeated for a third time.

The alicorn went wide-eyed. "How?"

"Call a meeting in the garage," Tech said with a proud smile. "I need to set up." He then ran out of the room.

Twilight let out a yawn as she woke up and stretched.

As she was getting out of bed, Rainbow burst through the door. "Twilight!" She exclaimed, making Twilight yell and fall to the floor. "Garage! Quickly!"

Letting out a groan, Twilight looked at her. "Rainbow!"

"Tech may have found the leader of the gang." Dash then took off.

Letting out a gasp, Twilight stumbled to her feet to get ready. As she did, she heard Midnight get up as well.

"They find the killer yet?" She asked.

Twilight shrugged. "Maybe. This could be the break we've been waiting for."

"Well, I'm coming, too," the black mare said as she began to get dressed as well.

All the commotion had awoken Aqua, who let out a cute yawn. When Twilight and Midnight had finished getting dressed, Twilight looked over at her first pet. Her eagerness faded as she began to think about what if something happened to her while she was out fighting.

She then looked at Midnight. "Get going. I'll catch up." Midnight nodded and took off as Twilight made her way to the blue mare. Sitting down on the bed, Twilight took a deep breath. "Aqua?"

The mare rubbed her eyes and sat up. "Yes, Mistress?"

"I'll most likely be going out now to... fight this new gang... And, if anything happens to me..."

"Nothing'll happen to you," Aqua said with a reassuring smile as she rested her head on Twi's shoulder.

"We know nothing of this gang. Who knows how tough they are? Bottom line, if anything happens to me... I want you to watch after the girls... Okay? Keep them safe..."

Aqua looked into Twilight's eyes and saw she was serious. Nodding, the two hugged.

"It's been fun, mistress..." the blue mare said with a sad-ish smile. "Please, come back..."

"Oh, I have no intention of leaving you girls..." After another second or two, Twilight pulled away. "Well, be good," she said with a chuckled before getting up.

Aqua smiled back. "You bet."

The two locking eyes for another second before Twilight ran off after Midnight.

Twilight ran into the garage and found a spot in the group beside Midnight. The present members were Chrysalis, Dune, Flora, AJ, Pinkamena, Celestia, Luna, May, Dawn, Rainbow Dash, Trixie, Lightning Dust, Kyra, and Twilight and Midnight. A table was set up in front of them all and Tech was standing on the other side.

"We're all here now," Celestia said, seeing Twilight arrive. "You may begin, Tech."

The stallion nodded. "Alright, well, I watched all the cams and every time one lost its feed I marked it down on this map," he said, unrolling the map to show a route had been drawn out. "The scary thing is, if we follow the line back to the starting point, we find ourselves here. At this hotel."

Twilight went wide-eyed. "So, it has to be an Elemental?"

"Yes," Tech said with a nod. "But, don't worry too much. Everyone in this room are trusted the most by Celestia and Luna. But, the next step is finding out who the killer is, which... I can also do," he said as the garage door opened and Surprise walked in, looking around.

"O, I don't think I've been in here before..." she said, spinning around as she looked at all the cars.

Ginger ran in after her. "Damn, your fast."

The white mare then saw the group and gasped. "A group meeting!" She cheered, quickly running up and standing behind Twilight.

The purple mare eyed her before looking at Ginger with a shrug. The brown mare shrugged back and stepped up beside Surprise.

"So, how do we find the killer?" Asked Celestia, eyeing the two newcomers before looking at the stallion.

"All we need to do is look at the first cam to go off and match that time with the camera in the lobby of this hotel and bingo. We got us a killer."

He then began pulling up the hotel camera feed on his laptop as Dune spoke up.

"Celestia, ma'am?" Asked the stallion.

"Yes, Dune?"

"I'm getting kinda bored just standing around... May I do a quick patrol around the block?"

The white alicorn hesitated and bit her lip. "Uh... Just, uh... Do not leave your car and do not stop unless you have to..."

Dune nodded and leaned in to Flora. "I know you're bored, too. Come with?"

"Oh, hell, yes," the mare replied, following the stallion to his car.

"We'll text you if we need you, okay?"

Dune nodded as Flora climbed into the passenger seat. "I'll keep my phone on," he said, before getting into the driver's seat.

The garage door opened up before Dune and Flora drove off. Meanwhile, Tech was looking at the lobby camera feed, rewinding it a little nd playing it. He soon let out a gasp and went wide-eyed.

"What?" Asked Celestia, getting worried. "What is it?"

Tech eyed her before turning the laptop to face her. It showed Dune about to leave the hotel. The time's matched up.

"No!" Celestia yelled, running to the garage door and out into the street. The others followed her as she held her head. "Shit!"

"We're going after him," Twilight said, putting a hand on the alicorn's shoulder. "We need a way to track him, though..."

"Already on it," Tech replied, carrying his laptop over to them. "The camera's are still up so it's pretty easy. Looks like he's headed to the mall." The group began to head to their cars when Tech gasped. "He's got Flora."

Everyone stopped moving before Tech looked at Twilight. "I'm riding with you," he said, quickly making his way over to her.

"And, we're coming, too," Surprise said with a smile.

"I don't think so..." Dash said as she stood by Twilight's car.

Applejack then remembered how the white mare was able to shoot the exact same spot at the target with three different bullets. "Let her come... And, give her a gun."

"Are you insane?" Asked Dash. "Give her a gun?"

"I already have one," Surprise sang, pulling hers out and aiming it at the sky.

"Whoa, careful with that," Ginger said, quickly grabbing her mate's arm and forcing her to lower it. "Where'd you get that, anyways?"

Twilight rubbed her head and sighed. "We're running out of time. Let them come." She then looked at the two alicorns. "You two have to stay. Nothing can happen to our leaders..."

Both sisters looked at each other and nodded.

"You are right," Celestia agreed. "Luna and I will wait here."

Twilight smiled and ran to her car. As the group drove off, Rainbow punches the ceiling of the car.

"Hey," said Twilight, eying her. "Careful."

"How could we let this happen?!" Yelled Dash. "It's bad enough that it's one of us, but... the one we were looking for was right under our nose this whole time!"

"Don't worry," replied Twilight. "He won't get away with this."

The cyan mare covered her face with her hands and sighed. "How could he kill Blitz and Citrus? A-And then act so normal?"

Tech could barely watch the feeds on the laptop as he was extremely nervous. Reaching into his pocket, he pulled out his cell and began typing up a text.

Looking back, Dash gasped. "Tech, don't!"

"But, I have to warn her!" He yelled.

"If Flora's phone goes off, Dune'll know it's us. He was just at the meeting."

"But, she's my sister!"

"Dash is right," Twilight agreed. "And, don't worry... Nothing'll happen to your sister... I won't let it."

The group soon pulled up to the mall, spotting Dune's empty car by the sidewalk.

"He's here," Dash said, getting out and cocking her gun.

As the Elementals began to disembark from their vehicles, a stallion stepped out of an alley across from the mall. Twi spotted him first and gasped when she saw him raise a rocket launcher.

"Everybody, move!" She yelled.

The group all began scrambling to get into the mall as fast as they could when the stallion launched the rocket. May got out of the car first and an away, looking back.

"Come on, sis!" She yelled.

Dawn quickly got out and began running when their car exploded. Pieces of debris scattered about as a large metal piece bounced off Dawn's head. The mare collapsed as a trickle of blood ran down her face. The stallion who fired the rocket smiled and disappeared into the alley.

"No!" Yelled May, running over to her. "Sis?!" She cried, kneeling down beside her.

Trixie watched them before looking at Lightning Dust. "You go with Twilight. I'll help them," she said, receiving a nod from the pegasus. She then ran over to May and knelt down, quickly grabbing Dawn's wrist. "Oh, thank god... She's still alive. But, we have to get her to the hospital right now."

"W-We'll need to take your car..." May said through tears.

Trixie nodded with a smile. "That was the idea."

May smiled back and scooped up her sister, following Trixie to her car. Lightning watched them drive off before looking at Twilight. The purple mare gave her a light smile before heading towards the mall.

"This is it, everyone," the purple mare replied, pulling out her gun. "Don't let your guard down... Anything can be waiting inside for us..."

"Great confidence boost, Twilight," Dash said as she raised her gun.

Twi took a deep breath before the group entered the mall.

The Apocalypse (feat. NightSoul)

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The group entered the large main area of the mall, immediately spotting Dune near the center. He was holding Flora in front of him with a gun to her head.

"So, you finally figured it out..." Dune said with a smile.

The entire group raised their guns.

"You fuck," Dash spat.

"Oh, I wouldn't do that, unless you want Flora's brains all over the floor..." Dune replied with a smirk. "And, uh... no magic either..." he added as a few other stallions and mares with guns left the mini departments and aimed their weapons at the Elementals.

Twilight growled and lowered her gun. "You heard him. Guns down."

Everyone was hesitant, but ended up doing as told. Rainbow took the longest to lower her weapon, her eyes fixated on Dune. She eventually did as told.

As she did, a stallion on the other team approached Dune from behind. "So, what next?" He asked. "We kill them?"

Dune eyed him with a smirk. "Why don't you ask the boss?"

The stallion raised an eyebrow. "Aren't... you the boss?"

"Yeah!" Dash agreed. "Aren't... you the boss?"

Dune shook his head before looking at Rainbow. "No, Rainbow Dash. Not me."

"Then, who the hell is?!" The cyan mare yelled.

There was an unsettling silence before everyone heard a giggle.

Just then, Surprise skipped out of the group and spun around. "Surprise!" She cooed, before shooting Dash in the leg.

The pegasus let out a yell and dropped as Twilight knelt down with her.

"Surprise?!" Yelled Applejack. "Are you fuckin' serious?!"

The white mare smiled and backed up near Dune. "Are you... surprised?" She asked with another giggle. "Show of hands! Who saw this coming?!" She asked loudly, raising her own hand.

She then heard a scoff from one of her own. Looking over her shoulder, she saw it was the stallion who had walked up to Dune.

"You're our leader?" He asked.

"Oh... Is there a... problem?" Asked Surprise as she turned to face him.

"Oh, there's a problem, alright. I was hoping for someone strong and tough. Not some loud-mouthed, air-headed, crazy bitch! I'm out..."

"Oh, I'm... so sorry to hear that," the white mare said, placing a hand on his shoulder. "But... if you wanna go..." She then pulled out a knife and stabbed the stallion in the chest. He let out a grunt of pain before the mare jerked upwards on the knife a few times, cutting him open. Letting out a few blood-curdled gasps, he fell to the floor. "Then, go..."

The Elementals stared in shock as the white mare took a few deep breaths.

"Oh, that was exciting," she said with a smile, turning back to the group. "But, to answer his question, no... I'm not gonna kill you. You're still of use to me. Though, I'm no stranger to games... so let's have some fun," she said, crossing her arms, still holding onto the bloody knife. "But, in order to play, I have to kill one of you. Get over here, Tech."

The stallion and Flora gasped. "What?" Asked the stallion.

"You're not killing anyone!" Twilight yelled.

"Well, it's either him or this bitch," Surprise said as she grabbed Flora by the neck and threw her to the floor. "Make a choice," she said, stepping on the mare's neck.

"Sis!" Tech exclaimed, tears falling from his eyes. He then nodded and made a move forward.

"Tech, don't," Dash said, grabbing his arm.

He pulled away and sniffled. "She's my sister..." he said, before making his way to the white mare.

"Good choice. Now, kneel," she demanded.

Tech nodded and got to his knees, his eyes locked on Flora's, and hers on his.

"Nice to know some out there can follow orders," she said before aiming her gun.

"Wait!" Yelled Twilight, throwing her gun aside and stepping forward. "Take me, instead."

"Twilight, no!" Yelled Midnight. "What are you doing?!"

"Trying to save Tech..." the unicorn replied. "If anyone doesn't deserve to die, it's him..."

Surprise smirked and nodded. "Come over here, then," she said.

Twilight sniffled and ran to Midnight, the two hugging.

"Don't do this..." Midnight whimpered. "I love you..."

"I love you, too, but... I have to..." Twilight said before kissing the mare on the lips.

She then backed away, tears running down her face before turning and walking over to Surprise. Once there, she knelt down beside Tech.

"You don't have to do this, Twilight," he said. "Go, be with Midnight..."

Twilight eyed him. "The team needs you... You have to help them protect this city."

"Oh, enough of the sappy shit!" Surprise yelled, raising her gun and shooting Tech in the head.

The gunshot made Twilight jump before she realized what happened. "T-Tech?" She asked, looking down at him, and covering her mouth.

"NO!" Yelled Flora. "You bitch! You fucking bitch!"

"If it's any consolation, Twilight, I was planning on killing you both."

The unicorn looked at her, a pissed-off expression on her face as her horn began to glow.

"Hmm... Are you trying to use magic on me?" Surprise asked. "So sorry!" She sang, smashing Twilight's head with the butt of her gun. The purple mare let out a pained grunt and clenched her eyes shut. "Any last words you'd like to say before I finish you off?"

"Yeah..." Twilight began, slowly looking up at the mare. "Go... to--"

Before she could finish, Surprise raised her gun and fired. A stunned silence fell over the Elementals as they watched Twilight's body collapsed to the floor. Midnight felt her heart shatter in her chest as Dash began crying.

"FUCK YOU, SURPRISE!!!" The cyan mare yelled. "I'LL FUCKING KILL YOU!!!"

"I'm letting the rest of you go," the white mare said with a smile, picking Flora up by the neck and throwing her at the group. "So, best be off before I change my mind."

Pinks caught her and stopped her from falling before hugging her tightly.

Applejack quickly went over to Dash and Midnight. "Come on, you two... We need to leave..." She noticed Midnight staring at Twilight's body. "I'm so sorry, Midnight... But, we won't do the city, or ourselves, any good just standing here..." Midnight still said nothing, like she was in shock. "Midnight!" This got her attention as the black mare looked at her. "We have to go..."

Midnight sniffled and nodded before the group left the mall. Once outside, the group saw most of their cars on fire. Dash then saw the rocket launcher-toting stallion in the alley, aiming at him and firing. The stallion's aim was thrown off as he fell to the ground, the rocket firing and exploding against a building.

Jade immediately stopped mopping the floor of Bit & Bridal and ran outside, smelling smoke. "Wh... Uh... Sterling! Master!" she called.

The two stepped out and stopped, staring. "... That's..." Sterling trailed off, seeing the smoke pillar by the mall.

Flog wordlessly went inside and came back out with his keys. He gave a whistle towards Jade as he unlocked his van, getting in with Sterling hastily getting the passenger's seat.

Jade then climbed into the back and closed the doors. "Okay, go!" she urged, sounding extremely worried.

Flog nodded, driving off towards the mall.

Dash limped towards the remaining cars, sobbing as the others followed behind her. When she saw Flog's van approaching she waved to him.

The stallion pulled up towards them, coming to a stop as Sterling practically flew out the van, looking around the group before her eyes fell on Dash, asking herself a silent question.

The cyan mare ran up to her and hugged her, crying into her shoulder. "Sh... She... She's dead..." she sobbed.

Sterling let out a gasp, not sure if she heard right. Though, seeing Rainbow Dash, it was clear that she head correctly. She then began to cry as well, hugging Dash tightly. Flog stepped out of the van, a first aid satchel over his shoulder as he looked over the rest of the group.

Dash looked over at him and wiped her eyes. "No time for that..." she said, sniffling. "She's only giving us a few minutes to get away..." she said as Surprise stepped out of the building, watching them with a smirk.

"Alright, then. Get in... Dash and Sterling, shotgun. The rest of you pile in back!" Flog called, going back to the van.

Chrysalis, Flora, Rainbow Dash, Lightning Dust, Kyra, and Midnight began climbing into the back as Dash looked over at the white mare, who simply smiled and waved back. "I'm gonna kill that bitch..." she growled as she began limping towards the van.

Sterling picked her up and quickly got in, just in time to see Flog toss the first aid bag back to the ponies. He then set his revolver back into a holster on the back of his seat before staring the van.

AJ and Pinkamena found their car still intact and climbed in.

"I-I can't believe.. sh-she's dead..." AJ stammered, wide-eyed. "Her and Tech..."

Pinks started up the car before wiping her eyes. "And, Tech's been with us for so long... I-I hope Flora's... you know..."

AJ nodded and looked out her window at the mall. "This is far from over..."

Dash cried some more into Sterling's shoulder before looking in the back of the van. Midnight was curled up in the corner and crying buckets as Flora sat in the other corner, tears staining her face but not making a sound. It was like she was dead inside.

Sterling eyed the mares before she got a few things from the first aid kit. "I... Is the bullet still in?" She asked, looking at the wound on Dash's leg.

Dash shook her head. "N-No... A-All the way through..." she said, sniffling.

Sterling nodded as she began patching the leg up.

Surprise smiled and pulled out her phone. "Time for the next phase..." she said, speed-dialing 4.

The Elementals then heard a loud explosion as Pinks looked out her window. "The hotel!" She yelled, driving off.

Dash saw it, too, and gasped loudly. "The hotel!"

"What about it?" Asked Chrysalis, moving up behind the front seats and looking out, eyes going wide. "Fluttershy!"

Flog slammed on the gas, following Pinkamena and AJ. Both groups speeding down the road when a large armored truck pulled out into the intersection.

"Fuck, we're being blocked off!" Pinks yelled, taking a right.

Flog, a little behind, followed best he could. When Pinks and AJ sped through the next intersection, another large truck pulled out.

"Oh, come on," the stallion groaned before taking a right to avoid hitting the truck.

Surprise went around to Dune's car and climbed into the passenger seat, the stallion getting into the driver's seat.

"To the hotel. Time to collect our trophies."

Dune smiled and nodded. "Yes, ma'am."

AJ looked back and didn't see the van. "Where the fuck did they--"

She was cut off when a garbage truck rammed the side of the car, knocking it onto the sidewalk. When the driver got out, Pinks quickly raised her gun and shot him.

"Shit... Our car's fucked..." the pink mare groaned.

"Guess it's on foot now..." AJ said as she opened her door and climbed out.

Flog kept driving to try and find a way to the hotel but every route was blocked by either a large truck or a ton of mares and stallions with machine-guns or rubble from a nearby building.

"They're everywhere," Chrysalis growled. "We won't be able to make it back to the hotel... We have to hide out..."

"Hide out?" Asked Dash. "What about Fluttershy?!"

"YOU DON'T THINK I KNOW THAT?!" The Changeling yelled, tears streaming her face. "B-But, we can't... make it back..."

Rainbow hesitated before sighing. "The docks... Your old place."

Chrysalis eyed her before nodding. "Left at the next intersection... if you can..."

Dune pulled up to the hotel and Surprise got out. There was a large 18-wheeler out front and a ton of enemy gang members. They had already round up a couple of Elementals when Aqua emerged from the front door, leading Diamond, Emerald, Azure, and Cauliflower out. All had a cut or two and looked quite dirty.

Surprise smirked and licked her lips. "Get those mares to their knees!" She shouted, pulling out her gun.

Dune left his car and followed her. "You heard the boss! Get those sluts on their knees!"

Aqua gasped as a few stallions ran over to them and grabbed them from behind, forcing them to their knees.

"Wh-Where's Twilight?" Asked Aqua.

"Twilight's dead," Surprise said with a smile. "I killed her."

The blue mare gasped before Emerald began crying.

"No, mistress!" The green mare yelled.

"Oh, be quiet," Surprise groaned. "It's not that bad. You can all come with me and be my pets."

"No!" Yelled Emerald. "I want Twilight back! I want my mistress!" She cried, tears streaming her face.

The white mare stared at her before sighing. "You wanna be with Twilight so bad? Then, be with her," she said, raising her gun and shooting the mare.

Diamond gasped and caught her sister. "Emerald?! NO!" She then gently lay the mare down before lunging at Surprise.

The white mare knocked her aside and kicked her before aiming her gun at her. Before she could fire, Aqua ran over to her and grabbed her hand.

"No, please, don't!" The blue mare begged.

Surprise growled and grabbed Aqua by the neck, pressing the gun to her head. "Please," the blue mare whimpered, tears running down her face. "I promised Twilight I'd protect them... Please..."

Surprise hesitated in thought. "Keep them under control," she finally said. "Make sure they don't get out of line."

"I will..." Aqua said with a nod.

Surprise then let her go, the mare dropping to her knees and coughing before going over to comfort Diamond. The white mare then spotted Cauliflower, who seemed quite nervous and afraid.

"Well, if it isn't the fucking traitor..." Surprise cooed, walking towards her.

"P-Please, I... I'm sorry..." Collie whimpered. "D-Don't kill me..."

"You get to be my personal pet," Surprise said with a smirk, holding out her hand. "Come and apologize."

Cauliflower whimpered but nodded, crawling forward a bit before kissing the mare's hand and licking her fingers. Surprise smiled and let out a chuckle.

Good girl," she cooed, before looking at her own gang. "LOAD 'EM UP!" She then pulled out her phone as the girls began to get pulled towards the 18-wheeler. "Time to finish off the rest of this pathetic building."

"No, please!" Aqua yelled. "Some were trapped on the top floor! And more at the end of the hall on the 4th floor!"

"Is that so?" Asked Surprise. "Then, I sure hope they've made peace," she said.

"Please, don't!" Aqua pleaded, before being thrown into the back of the truck with the others.

"THE APOCALYPSE... IS HERE!!!" Surprise yelled, pushing a button on her phone before the rest of the building went up in flames.

Surprise held out her arms and sighed happily. "Oh, what a beautiful day!" She then started whistling a happy tune as she made her way back to the car.

As she got in, so did Dune. "What about that other pet?" He asked. "The black one she recently got."

"Probably dead now," Surprise said before picking up the walkie-talkie in Dune's car, changing the channel. "Bring the prisoners and my pets back to the mall. And, don't forget to use the horn rings I gave you..."

"Scattered...

Alone...

Afraid...

Twilight's gone and our team has been scattered throughout the city. Surprise has taken over the mall and is using it as a base. Stupid bitch thinks she's won... She hasn't won... Not by a long shot. As long as there is breath left in our bodies we will not give up. We will not surrender...

She may have won the battle but the war continues...

This isn't the end...

This is not over..."

~Rainbow Dash

To Be Continued...

Ponytropolis III, Part 1

by Pinkamena666

Passion and Pet Training

Hospital Visit

Helping A Sister Out / Sending A Message

Mystery Killer

Street War

Collie Training

A Day In The Park / Succubus Play Time

True Colors

The Wet Mare, Re-Opening Night

The Military Warehouse

The Military Base

A Home For The Homeless

Sunbathing / Clover

Emeralds & Diamonds / Comparing Muscles

The Savior / Dead End / Potential Leader

Chrysalis' Past / Kyra's Past

Relationships

New Experiences

Good Kitty (feat. KittyLava)

Pet Sandwich / Rainbow's New Tool

Lava's Interrogation (feat. KittyLava)

The Firestarter

The Apocalypse (feat. NightSoul)