Scattered

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Surprise looked out the window of the car as Dune drove them back towards the mall. "I have a stop I gotta make before we head back..."

Dune eyed her. "As you wish, boss..."

Rainbow Dash sat at the end of the docks, looking out at the water. "Please, don't be dead..." She said, thinking about both Twilight and Gilda.

She then heard a commotion coming from inside and got up before quickly walking back to the warehouse.

Chrysalis kicked a box across the room and yelled. "Just when I was finally happy!"

Lightning ran up to her and held her shoulders. "There's no evidence that anything happened to her, right? It's quite possible she's still alive and we will find her, but I really need you to keep it together. We can't let Surprise win, okay?"

The Changeling took deep breaths and nodded. "You're right... She wants us to fall apart..."

Rainbow sniffled as she watched, before eyeing Chrysalis. "Tell me that was a Changeling..."

Lightning gasped as Chrysalis eyed the cyan mare. "No..." she said. "I would've felt it..."

Dash sniffled again and nodded, looking away. "I-I'm sorry..."

The Changeling hesitated before walking over to her. The pegasus clenched her eyes shut tightly before feeling the Changeling hug her close. Rainbow hugged back as both tightened their hold on the other.

As Dune parked his car in front of Vinyl and Octavia's Surprise pulled a necklace with an oval pendant. She then put it around her neck and got out.

"Come on," she said, heading to the building.

Dune turned off the engine and got out as Surprise kicked the door open. "Open all the curtains down here," she said, seeing all the curtained off windows.

Dune nodded and made his way around the bottom floor, opening the windows before rejoining Surprise and heading upstairs. When they got to the upper floor, Surprise gently held her pendant before heading to a nearby door.

After hesitating for a few seconds, she kicked the door open. As she did, she was greeted by Vinyl who lunged at her. The white mare smirked and quickly held up her pendant, a bright light beginning to shine from it. Vinyl stopped dead in her tacks and covered her eyes before diving back under the bed.

"Not a fan of UV light, huh?" Asked Surprise with a smile. "Open the curtains, Dune, while I keep our friends at bay."

The stallion nodded and went to open the curtains in the room, filling it with light. The only shadowed areas were the corners of the room and under the bed. The white mare then stepped up beside the bed and smiled, tossing her glowing pendant underneath. When she heard painful hissing, she gripped the bed and flipped it over.

When the sun hit the two vamps they immediately dove into the nearest shaded corner with Vinyl covering Octavia as best she could.

"Now, that I have your attention..." Surprise began as she scooped up her pendant and sat down in the sunlight.

"Who the hell are you and what do you want?" Asked the DJ.

Surprise giggled and ran her hands through her hair, starting to flatten it out. "Well, I now control this city which would be amazing if it weren't for all you vamps, werewolves, and Changelings out there... However, I don't really wanna kill you two, either..." she cooed, crawling towards them. "After all, vamps are quite the seductive creatures, aren't they?"

Vinyl glared at her. "So, you want us to not make any attempts to kill you during the night... That it?"

The white mare sat down directly in front of them. "I'm not worried about that. I'm having spotlights set up on the roof of the mall... Ultraviolet lights... I just want you to know who's in charge around here. Now, just because I'm letting you live doesn't mean I won't kill you if you try and cross me."

"Kill us?" Asked the DJ with a smirk. "A mortal versus a vampire... I know who's winning that fight..."

"Do you?" Asked Surprise before back-handing Vinyl, who let out a grunt of pain. "Unfortunately for you, I've done the research. After a vampire is hit by sunlight they're weakened for a few minutes." She then grabbed the DJ's neck. "Don't think I didn't come prepared. I'm no idiot... Now... are we in agreement?"

"Fuck you," Vinyl growled.

"Fuck me..." Surprise repeated with a sigh before right-hooking Vinyl in the face and grabbing Octavia by the neck. She then yanked the cellist away and stood in the center of the room, using her body to keep the sun from hitting the vamp. "Last chance or you can watch your mare friend here burn alive..."

"No!" Vinyl yelled, attempting to move forward before the sun hit her. Letting out a screech of pain, she jerked backwards, hitting the wall. "Okay, just... give her back to me, please..." she said, sniffling. "I-I can't live forever without her..."

The white mare smirked and leaned in, kissing the choking vamp's cheek. "You're a lucky mare," she said, before shoving Octavia towards the DJ.

On her way through the sunlight, Octavia screeched in agonizing pain before Vinyl pulled her into the shadows. The cellist then whimpered as she had a large burn on her cheek.

"Now, you two get to sit there until sunset," Surprise said with a giggle. "Should be about... ohhh... over 12 hours, at least," she said with a smile, before turning and leaving the room. "Come on, Dune. We have two more stops to make."

The stallion nodded and followed, leaving the two vamps cuddled up in the corner.

Applejack peeked out of the alley and saw a tank roll by on the street.

"Shit... They got the tanks..." she groaned, before ducking back behind the building.

She and Pinks had found a small open area behind a nearby restaurant. Looks like where the chef goes to dump out the trash from the kitchen.

Pinkamena was pacing back and forth in the idle of the small area. "We need to regroup with the others... And, hopefully, find a few of us who managed to make it out of the hotel... Celestia, Luna, Shining Armor, Cadence, Gilda... F-Fluttershy..."

AJ eyed her and sighed. "We'll find them... We just have to make sure Surprise or her gang doesn't find us first."

"Easier said than done..." Pinks replied with a scoff. "She has eyes across the city... We don't stand a chance..."

"Hey..." AJ snapped quietly. "We have to focus. We can't give up."

"Oh, for all we know the others are d--"

"DON'T SA..." AJ shouted before quickly lowering her volume. "Don't say that... They're fine."

Pinks raised an eyebrow and sighed. "Fine. Let's assume everyone's alright. What's it matter? What can we possibly do?"

"We can hold on..." AJ said, eyes fixated on the pink mare. "Hang in there. Use the alleys to move. Shoot any cameras we see... We're survivors, Pinkie. You above all should know about survival..."

Pinks eyed her with a dark look before sighing. "Maybe you're right..." she grumbled.

"Ah know I'm right. Now, let's go huntin' fer our fellow team members," AJ said with a smile.

The pink mare smiled back lightly and nodded. "Alright... Lead the way..."

Dune had parked his car across the street from Bit & Bridal, both he and Surprise waiting before they saw a car coming down the road. It's left half was blue and the other half, green. It was a sleek-looking car with a computer chip texture design, giving it a real retro, computer-y look.

"There they are," the white mare said with a smile as she got out of the car. "Wait here," she said to Dune before closing the door.

The blue and green car pulled up beside her and screeched to a stop. Both doors opened and, from the blue driver's side, a green unicorn mare with short, spiky blue hair stepped out. She was wearing a blue tube top and blue shorts with a black vest and boots on.

From the green passenger's side, a blue unicorn mare with short, green spiky hair stepped out. She was wearing a green tank top and black denim shorts with a pair of black sneakers.

"You must be the new leader," the green mare said as she closed her door.

"I've been the leader this whole time," Surprise said with a smirk as she folded her arms. "Problem?"

"Oh, no," the green mare said with a smile, shaking her head. "Truth be told I... like it... when a mare's in charge."

The white mare smiled back. "I can tell I'm gonna like you..." She then eyed the other mare who was moving around to the back of the car. "Your sister feel the same way?"

The blue mare looked over at her and nodded. "Oh, yes, of course. I much prefer mares in charge than stallions."

Surprise let out a chuckle. "So, did you bring it?"

The blue mare nodded and pulled out two think-looking black gloves. "Here they are," she said, walking them over to Surprise.

The white mare took them and put them on. "Very nice."

"So, how did the necklace do?" Asked the blue mare, reaching out and gently running a finger over the pendant.

"It did fine," Surprise replied with a smile, reaching up and placing her hand on the mare's, gently forcing her to place her entire hand on her upper chest. "Now, which one of you is Bit... and which is Byte?"

"I'm Byte," the blue mare replied with a very light blush, her palm just above the white mare's breasts.

"And, I'm Bit, of course..." the green mare said before opening her car door. "Anything else, boss?"

Surprise's grin grew as she looked Byte in the eyes. "No, that's all for now," she said, sliding the mare's hand down and over her breasts before letting go and heading towards the sex toy shop. "Head back to the mall and wait for me there." She then stopped and looked back at her. "And, if you see a black filly with silver hair... responds to the name Malice... keep her safe for me until I get back." She then turned back to the sex shop and kept moving.

Byte hesitated before nodding. "Yes, ma'am." After watching Surprise leave she quickly headed around the car and climbed into the passenger's seat. Bit eyed her as she closed the door.

"What's up with you?" She asked, putting her hand on the key.

"She ran my hand over her chest when she... walked away..."

"Wait, so... you felt her boobs?" Bit asked, receiving a nod from her sister. Letting out a sigh, she turned the engine on. "Lucky..." she muttered, before driving off.

Surprise entered Bit & Bridal and looked around. "Oh, Ruby!" She sang. "Come out, come out, wherever you are..."

She stopped at the counter when the red mare stepped out from the back room, completely nude.

"My, my, Ruby..." Surprise cooed, looking her over. "Don't you ever wear clothes?"

"Where's the others?" She asked, crossing her arms.

"The... others?" Asked Surprise, playing dumb as she placed her right index finger on her lips.

"I heard you out there..." the succubus said as she narrowed her eyes. "The new leader... You're the cause of all this, aren't you?"

The white mare smirked. "Oh, no... You got me."

"Where's the others?" Ruby repeated.

"The others..." Surprise said with a sigh as she tilted her head back. "Hmm... I dunno... All I know is that Tech, Emerald, and Twilight are dead."

Ruby's expression didn't change. "I didn't know them that well... All I care about is my sister."

"Oh, well, like I said... No clue where they are... Though, it shouldn't take too long to find them..." Surprise then tilted her head. "As for why I'm here... I'd appreciate it... if you stayed the fuck out of my way. This is my city now and everyone will do as I say."

"Oh, really?" Asked Ruby. "Why don't you make me?"

The white mare let out a chuckle and clenched her gloved right hand into a fist. "Gladly." The succubus smiled and disappeared in a blur. The white mare then looked around the shop with a smile. "Interesting..." she said, listening carefully. "You know I read your file at New Horizons... And, I read something rather interesting..." She then picked up a long metal dildo from a nearby shelf, looking it over. "Your brain isn't as stable as you think..." Her ear twitched when she heard a light creaking sound at the other end of the room. Smiling, she continued talking. "The part that controls your ability to ignore pain, to be precise... A strong electrical shock..." she started, before hearing a creak behind her. She quickly whipped around and thrust the dildo forward, stabbing Ruby in the chest. "...would make the brain forget how to ignore pain."

Ruby growled before a strong electrical current coursed through the metal dildo and into the mare, who let out a blood-curdling scream.

"And, that's no teleportation..." Ruby said with a smirk. "Just super speed." She then grabbed Ruby by the neck and pulled the dildo out before throwing her into the wall. "Not so tough now, are ya?" She asked, the succubus coughing up blood and coughing, sparks still shooting off her.

Surprise then walked over to her and knelt down, placing the metal dildo underneath the mare's chin and forced her to look her in the eyes. "I'm in charge now. So, do me a favor and behave, okay? Having a sex-crazed pseudo-demon around'll be fun. But, cross me and I'll kill your sister in front of you when I find her... before killing you, too..."

"And, if... you don't find her?"

Surprise smirked. "Then, I'll make your death much more painful, kay?" She said cheerfully.

Ruby glared at her but nodded. "Fine... But, if I was a real demon--"

"Oh, if you were real..." Surprise began. "I would've had to find a way to kill you. This way, though, I can keep you around. Now, stand up."

The succubus glared at her before doing as asked, getting up on wobbly legs as she was still recovering from the shock. The white mare looked over and smirked.

"Nice body... Now, turn your back to me and place your hands on the wall."

Ruby's eyes narrowed even more before doing as told. "How'd you beat me?"

"I've been training my body and my senses for about 15 years to prepare for this..." Surprise cooed before ramming the dildo in the succubus' ass.

The mare let out a grunt and winced. "Ffffffuck..."

The white mare smiled and began moving the metal dick back and forth. "Nice ass..." she said, giving the mare's butt a smack. "Now, I gotta go... but it's been fun..." she said, smirking as she turned and walked away.

Surprise climbed back into Dune's car and closed the door.

"How'd it go?" He asked.

"It went perfectly well."

"Good to know New Horizons kept accurate records," he said, turning the engine on.

"I admit, I was weary at first," Surprise said as she eyed him. "Though, my trip to Manehattan confirmed their accuracy."

Dune chuckled and put the car in drive. "So, you found them?"

Surprise nodded. "I found them..."

Amanté and Deva were seated against the side of the sewer tunnel, staring at the dirty sewage water.

"I'm starting to miss the hotel..." Deva said with a sigh.

The taller mare eyed her and nodded. "Same. It was a much better place than the sewers..."

Deva leaned against her and groaned. "What happened? Who fucked us?"

"No clue, sister..."

Deva let out a longer sigh before eyeing Amanté's legs. "Well..." she started with a smile. "At least I still have these..." she said, reaching out and rubbing her sister's right leg.

The taller mare smirked and stuck her boot in Deva's face. "If you want... you can have some fun with them."

The dark silver mare smiled and quickly pulled off her sister's high-heel boot and grabbed her ankle. After licking her lips she stuffed Amanté's toes into her mouth before they heard a noise in the tunnels.

Deva stopped and eyed the direction the sound came from. "Wha wa at?" She asked, her question muffled by her sister's toes.

Amanté shook her head. "No idea... Sounded like a voice..."

Deva eyed her before quickly removing her mouth from the foot and standing up. "It could be an enemy."

"Or it could be one of us," Amanté said as she put on her boot.

When the tall mare stood up they began heading down the tunnel towards the voice.

Surprise entered the hospital which was already crawling with Apocalypse gang members. "Remember, boys!" She cooed. "Keep the nurses alive!" She then went over to the front desk and smiled at the frightened mare. "A mare came in with her sister. Which room?"

May was seated beside Dawn's bed as she watched the sleeping mare. Down the hall she could hear a bunch of yelling from mares and stallions.

"Please, wake up, sis..." she whimpered.

She suddenly heard the elevator ding and open.

"You boys haven't even touched this floor yet," Surprise with a sigh as she left and saw a bunch of nurses being cornered by Apocalypse gang members.

When one nurse broke free and ran a stallion pulled out a gun and shot her. Surprise quickly pulled her own gun out and shot him in the leg, getting the attention of the others.

"Are you stupid?!" She yelled at the downed stallion, who was clutching his leg and yelling in pain. "I bet you wish you had a nurse to help you now, huh?!" She yelled before shooting him twice in the head. She then looked at the nurse that was shot and walked over to her, finding her breathing heavily. She had a gunshot wound in her side. "One of you nurses get over here now!" Surprise yelled, placing a hand over the wound to stop the bleeding.

They hesitated but a nurse finally made her way over to the white mare. "Y-Yes?" She asked, sounding quite nervous.

"What's your name?" Asked Surprise.

"R-Redheart..."

"Well, Redheart... Can you help her?"

The mare looked down at the wounded nurse and knelt down. "Doesn't seem to have hit any vital organs... We should be able to patch her up."

"Do that," Surprise said before getting up.

Redheart quickly put her hand over the wound as Surprise went back to the other nurses. "Stop cowering like pussies and help her."

The others started moving slowly before rushing to help Redheart. Surprise then looked at the other gang members. "We need them to survive, you FUCKING MORONS!!!"

"But, ma'am, we weren't gonna--" a stallion began.

The white mare raised her gun at him. "Shut the FUCK up!" She yelled, making the stallion take a step back. "If any of you kill another nurse... I will rip your balls off, cut off your dick, and FEED THEM TO YOU!!! And, then I'll probably kill you! Depending on what MOOD I'M IN!!!" Once she saw they had all gotten the message loud and clear she turned and headed down the hall. "Carry on... and make sure that nurse gets better!" She sang cheerfully as she began skipping.

She stopped when she came upon May and Dawn.

"You gonna kill us, too?" May asked, keeping her eyes on Dawn as she held her hand.

Surprise looked at the gun in her hand before holstering it. "No, I don't think you'll be any trouble..." She then turned away from the room and kept skipping down the hall.

Rainbow Dash walked over to Flog and Sterling. "You two should head back... This isn't your fight."

"It became our fight when Surprise killed Mistress--" the dragoness started to argue.

"Please, Sterling... You have your own group to worry about... And Jade should be with her sister..."

"She's right," Flog agreed, heading back to his van. "Come on, you two."

Jade quickly joined him as Sterling hesitated. "Once we leave, you'll have to move..."

"I know," Dash replied with a sigh. "And, I promise... Surprise will pay for what she's done."

The dragoness pulled her into a tight hug before letting go. "Be careful," she said, before turning and heading towards Flog's van.

Rainbow watched them load up before walking back to her group. "Alright. Time to move..."

Sewers

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Earlier...

Trixie entered the hospital room with May as a nurse rolled Dawn over to the bed. Once the mare was on the bed, the nurse quickly left to prepare for some x-rays as May quickly sat in a chair beside her bed. She then gently took Dawn's hand and nuzzled it.

"Please, sis..." she said softly, sniffling.

Trixie put a hand on her shoulder. "She's gonna be okay... She's a tough one..."

May smiled with a nod. "Yeah... She is..."

The blue unicorn left them and walked over to the window, looking out. She went wide-eyed when she saw a bunch of red and black cars pull up outside the hospital.

"We got company..." she groaned.

"You should go..."

Trixie looked over at May with a puzzled expression. "Wh-Why? And leave you here to die?"

"My sister is all I have... I have to stay with her. But, you? You need to get back to Lightning..."

Trixie hesitated before nodding. "Good luck..."

"You, too..." May replied softly before Trixie ran out of the room.

The blue mare quickly ran for the stairs and burst through the door. As she made her way down she tried her best to keep her balance as she skipped a few steps. When she got to the bottom floor a stallion with a handgun entered the stairwell and aimed at her.

Trixie gasped and raised her hand, using her magic to push the stallion into the wall. She then rushed him, grabbed him by the head, and snapped his neck. Afterwards, she made her way down to the basement. Looking around, she spotted a grate. Pulling out her wand, she fired at it, creating big hole which lead to the sewers.

"Sorry, Twilight... No time to learn..." she said softly, before jumping down into the sewers and hitting the railing. Letting out a grunt of pain, she rolled off onto the sidewalk and coughed. "Fuck..." she wheezed, holding her leg.

As she crawled away, she used her wand to levitate all the debris and used it to block the hole. She then let out a groan as she put the wand back in her pocket and got to one knee. Wincing, she managed to get up and limp away, leaning against the wall for support.

"And I just left the hospital..." she muttered. "Stupid irony..."

She walked for quite a distance before hearing voices. Letting out a gasp, she began moving towards the source. She had to cross a bridge over the sewage to get to the other side in order to continue on. Trixie rounded a few more corners, the voices getting louder before stopping.

Listening carefully, she moved slower before a mare jumped out in front of her. Letting out gasp, she fell backwards on her butt.

"Trixie?" Asked Deva, lowering her gun as Amanté came up beside her.

"Oh, am I glad to see you two..." Trixie panted, holding her leg. "It's chaos up there."

"We know," Amanté replied, sighing. "The hotel's gone."

"Gone?" Asked the unicorn. "Gone, how?"

"It blew up," Deva said as Amanté holstered her own weapon.

"Wh-What?!" Trixie gasped. "It blew up?!"

Deva nodded before walking passed the downed mare. "We need to keep moving so we're not found out."

Amanté nodded and followed her, Trixie watching them. The blue mare then tried to get up to her feet but ended up falling to her knees with a light yelp of pain. The two other mars both stopped and looked back at her.

After hesitating for a few seconds, Amanté turned and headed back to her.

"What are you doing?" Asked Deva. "She's only gonna slow us down."

"We are Elementals now, little sister," the taller mare said as she knelt beside Trixie. "We help each other."

Deva groaned as Trixie put her arm around Amanté. To her surprise, the black mare scooped her up off her feet and stood up.

"Whoa, you're strong, but... you don't have to carry me like this..." Trixie said with a light blush.

"How did you hurt your leg, exactly?"

"I... shot a hole in the hospital's basement floor... and dropped down... landing on a railing... and then hitting the walkway..."

"I'm carrying you," Amanté said plainly before walking back to Deva.

"I hope you know what you're doing..." the gray mare said before starting to walk.

Trixie eyed them both as they walked. "I take it that... you two are... unhappy with the, uh... merger?"

"Not particularly fond of it given our current situation..." Deva said darkly. "If we were on the other team we'd be winning..."

Trixie nodded and sighed. "I know what you mean... but, that white bitch killed Twilight... My mentor... who taught me how to control my magic... She was my friend... And, I intend to set things right... For her..."

Surprise stood in the stairwell of the hospital, looking down at the dead stallion. Eyes narrowing, she made her way down to the basement to find the floor had a hole in it. Though, it was blocked by debris. She then went back to the stairwell and whistled loudly. Didn't take long for a stallion to open the door on the 1st floor and look down the stairs at her.

"Ma'am?" He asked, before seeing the dead stallion.

"Get me Redheart," Surprise said, before heading back to the basement.

Deva and Amanté continued to walk through the sewers, the taller mare still carrying Trixie. The unicorn eyed Amanté, who eyed her back.

"Ugh, this place reeks..." Deva groaned, turning down a side passage.

"Yes, well, this is a sewer, sweetie," Amanté cooed as she looked at her sis. "I would think it rather odd if it smelled good..."

"If only were on the other team..." Deva muttered.

"No!" Trixie blurted out, making Deva stop and look back at her. Amanté simply had to look down. "This was all Surprise's fault! If it weren't for her, none of this would've happened! We'd all still be up there living somewhat of a normal life!"

The gray mare said nothing and, after what seemed like forever, turned back around and kept walking. "

"You might have a point," Amanté finally said.

"That's a pretty big might," Deva commented as she kept looking ahead as she walked.

Redheart stumbled into the basement and looked at Surprise. "Uh..." she said, smoothing out the wrinkles in her gown. "You wanted to... s-see me?"

"Yes..." the white mare cooed, pointing at the blocked hole. "Where's that go?"

"Th-That?" Asked the nurse, looking at the rubble. "I-I don't know... There's nothing beneath us. This is the basement. B-Bottom floor."

"Why don't you think real hard..." Surprise said as she narrowed her eyes. "Someone escaped through here. Now, where... does it go?" She asked, slowly walking towards the nurse.

Redheart shook her head quickly. I-I don't know, I... I-I, uh--"

She was cut off when the white mare grabbed her by the neck and lifted her a couple inches off the floor. "I won't kill you but that doesn't mean I won't hurt you..."

"W-Wait, there... Th-There might be something..."

Surprise raised an eyebrow. "Go on..." she said, loosening her grip slightly.

"I-If it goes deep enough... I-it would hit the sewers..." the nurse choked.

"The sewers?" Asked Surprise, getting a nod from Redheart.

"Yes... It runs under this part of the hospital..."

Surprise let go and let the mare collapse to the floor, trying to catch her breath as she coughed a little. The white mare then ran into the stairwell again.

"Hey!" She yelled.

A stallion once again opened the door on the first floor. "Yes, ma'am?"

"Get a team down into the sewers, now!" She ordered. "Bring me anyone you find alive! Only kill them if you absolutely have to!"

The stallion nodded and left.

"Stop..." Deva said as she stopped moving and leaned against the wall. "We need to rest up."

Amanté nodded and knelt down, laying Trixie against the wall before standing back up. The unicorn let out a little grunt as she repositioned herself to feel more comfortable.

Amanté went over to Deva, placing a hand on her shoulder. "Do you know where we are going, exactly?"

"I have an idea, sis," Deva said, eyeing the taller, thinner mare. "But, anywhere's better than here..."

Amanté nodded. "True... Though, we must have a plan for when we emerge on the surface. After all, we cannot stay down here forever."

"You're right about that," Deva said with sigh. "I'm getting sick of smelling shit."

"So, we are in agreement, then?" Asked the taller mare with a smile. "Neither of us wants to be down here?"

Deva nodded, smiling back. Trixie watched them talking, feeling a bit left out and wishing they'd acknowledge her at least a little.

All three mares then let out a gasp when they heard a sewer grate move, followed by echoing voices.

"Shit," Deva gasped. "We have to get out of here," she said as they could hear the voices getting closer.

Trixie looked in the direction of the voices and then looked back at the two sisters, who, to her shock and fright, had begun to run away.

"Wh-What about me?" The unicorn asked, looking at them with begging eyes.

Amanté stopped first and looked back at her. Deva stopped next and looked back.

"They're down there!" They heard a voice yell.

"Sis, what are you doing?" Deva asked.

Amanté then ran back to Trixie and quickly knelt down. "Hold on," she said, trying to scoop the mare back into her arms. Trixie let out a pained gasp and a stifled yelp. Amanté gave her a sympathetic look as she heard the voices come even closer. "I am sorry..."

"Amanté?" Asked Trixie. "What are you--" She began to ask before Amanté got up and began running back towards her sister. "Amanté?!" Trixie gasped. "Amanté, please! Don't leave me here!"

"I am sorry!" The tall mare repeated, both her and Deva high-tailing it out of there.

"No!" She yelled, tears running down her face as she felt betrayed and helpless as she looked towards the voices to see four stallions come around the corner.

"Well, look at what we have here..." The first one said with a smile. "Surprise was right. There was someone down here..." He then eyed the other three. "Get her and bring her back to the boss," he said, kicking Trixie in the hurt leg.

She let out a loud yell of pain and gripped her leg. "Fuck!"

The stallion smirked as the others came over, two of them grabbing her arms and forcing her to her one good leg. As she stumbled about, the third stallion held her neck.

"What's wrong?" He asked. "Can't stand up?" The others gave a chuckle as Trixie spat in his face. Letting out a growl, he back-handed her across the face. "Bitch. Let's bring her back..."

They all turned to leave when the first stallion stopped.

"Wait..." he said. "Who was she talking to?"

Just then a mare ran up behind the stallion in the back and wrapped her arm around him as she grabbed his gun. She then shot the two holding Trixie, making the mare collapse with a yelp. The fourth stallion then shot the meat shield in the head, the dead weight throwing Amanté's aim off as she shot the wall.

The last stallion and her then aimed at each other and fired at the same time. Both stood there for a few seconds before the stallion collapsed. Letting out a gasp, Amanté dropped to her knees and held her shoulder as Deva came running back

"Sis? Did you get hit?" She asked, kneeling beside Amanté. "Nothing too serious, right?" She asked, sounding really worried.

"I am fine, but..." the taller mare started, showing her sister the wound. "I can not carry Trixie anymore..."

The blue mare gasped and sniffled, knowing she'd be left behind again.

"Then, she's on her own. Now, let's go."

"No, please!" Trixie begged. "Don't leave me here!"

Deva sighed and went over to pick up the stallions' guns and help her sister up. "Come on," she said, walking away.

Amanté eyed Trixie and mouthed another apology before following. Trixie sniffled and began crying as she watched them walk away. Deva began tucking the guns into her pant pockets as Amanté stopped moving.

"Sis..." She said.

Deva stopped and looked over at her. She didn't have to ask. She could tell by the look on her sister's face what was wrong. After hesitating for a moment, she pointed to the wounded shoulder.

"Was that worth it?" She asked plainly.

Amanté hesitated before nodding. "Yes. It was."

Hesitating some more, Deva finally turned and headed back towards Trixie. As she approached, the unicorn looked up at her, not sure what to think at the moment. The gray mare then knelt down and put an arm around her.

"Put your arm around me," Deva instructed. Trixie sniffled and did so, smiling with a quivering lip. As they stood up, Deva pulled out a gun and put it in Trixie's other hand. "You're my shooting arm... So don't fuck up."

"I won't..." Trixie sniffled. "I-I promise..."

Deva stared her in the eyes for a few seconds before helping her limp back towards Amanté. "Let's go, sis."

Amanté smiled lightly and followed, clutching her shoulder.

Surprise's Past

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"You sent HOW MANY??!!!" Surprise yelled as she grabbed the stallion by the throat and threw him through the hospital's front doors and outside. "When I asked you to send others down into the sewers..." she started as she slowly walked out of the building towards the stallion. "I meant a big group... Like 20. NOT FUCKING 4!!!"

"I-I'm sorry..." the stallion pleaded. "I-It won't happen again."

"Yeah..." Surprise sighed, pulling out her gun. "It won't." She then aimed at the stallion's head and fired twice. "Is it too hard to ask for my team to use their fucking heads?!"

An Apocalypse stallion walked down an alley, gun drawn.

"Any Elementals hiding back here?" He asked, leaving the alley and standing in a slightly larger opening. A dumpster sat near the back door to a nearby building, a bunch of trash bags around it as well. "I saw your shadow! No use trying to hide!"

Just then there was a whimper coming from behind the trash bags and dumpster. The stallion smirked and quietly made his way towards the noise. Aiming his gun, he licked his lips. He then kicked the bags away to reveal a cowering Fluttershy.

"I knew it," he said. "Now, come with me or I'll be forced to kill you."

Fluttershy whimpered and covered her eyes, shaking her head wildly. "No!"

The stallion sighed and aimed his gun, hesitating. "You know... On second thought... It'd be such a shame... to waste such a great body..." he said, moving towards her with a grin.

Flutters gasped and clenched her eyes shut tightly. "No, please!"

Just when the stallion was about to reach out and grab her, a figure dropped on top of the dumpster and kicked him in the head, knocking him over. Letting out a grunt, he scrambled to get back up before feeling an arm wrap around his neck. His attacker than gave a jerk, snapping his neck, before letting his body fall to the floor.

The mare then looked over at Fluttershy and gasped. "Fluttershy?" She asked, quickly making her way over to her.

The pegasus opened her eyes and sniffled. "S-Sunset?" She whimpered.

The orange mare smiled and knelt down, hugging her. "Oh, Flutters... I'm glad I found someone still alive..." She then looked around before looking back at Shy. "Where's Angel?" In response, Flutters' lips quivered as more tears began to run down her cheek. Letting out a soft gasp, Sunset pulled her into a tight hug. "Oh, I'm so sorry..." she whispered, comforting the crying mare.

Rainbow looked over at Kyra as the group entered an alley a ways away from the docks. The red mare slowly walked over to a crate and sat down with a sigh, before covering her eyes with he hands. Rainbow walked over to her as the others found a place to rest.

"Apart from the obvious..." the cyan mare began as she sat beside the red mare. "What's wrong?"

"Malice..." Kyra said softly, sniffling. "She's out there somewhere..."

Dash hesitated before placing a hand on the mare's back. "She's a tough kid... I'm sure wherever she is... she's fine..."

Kyra nodded and rubbed her eyes. "Yeah..." she said with a light smile. "She's always been a fighter..."

"Takes after her mom, huh?" Dash asked, receiving a smile from the red mare. "She'll be fine," Rainbow said, hugging her as Kyra hugged back. "We're gonna find her... I promise..."

The back of the van opened as its occupants were pulled out one by one. When they got to Malice, she leaped at the stallion on the right and kicked the other in the face. Afterwards, she jumped of the stallion and began running towards the open garage door.

One of the stallions sighed and pulled out a gun, aiming it at the filly. "They never learn..."

Just then there was a gun shot as Malice stopped running, panting lightly. She then slowly turned around to see the stallion with his gun aimed at her. It didn't take her long to see the blood pouring from a bullet hole in his neck. There was another gunshot that left another hole in his head, making him drop.

Malice stared at him before looking at the shooter. It was Bit.

"Boss wants her alive!" She called out as she approached Malice, who turned to run again. "Hey!" She yelled, firing her gun. Malice stopped when the bullet shot passed her head and hit the floor ahead of her. "I don't got a problem shooting you in the leg!"

Malice gasped and looked down at her leg, remembering the pain she was in from when Dash shot her there. She soon felt a hand on her shoulder and spun around. The green mare knelt down and smiled.

"You know, you're a cutie," she said, running a finger over the girl's cheek. "If you behave... maybe we can be friends," Bit said as she stood up. She then holstered her gun and stood behind Malice, placing her arm around her. "Now, come on. I'm sure Surprise would want me to make sure you're nice and comfy."

"Why does she care?" Asked the girl, looking up at the green mare with a confused expression.

"Not sure... But, she seems to have taken a liking to you... You should feel lucky."

Malice scoffed and looked away. "Lucky... Sure..." she muttered, looking back at the other captives and spotting Cadence and Shining Armor being pulled out of the van.

Vinyl kept stroking Octavia's hair as the two remained cowered in the only dark corner of their bedroom.

"What are we gonna do?" Asked the cellist.

Vinyl shook her head. "Stay out of it..."

"Stay out of it?" Octavia asked, surprised by the answer as she lifted her head to look her lover in the eyes. "We're vampires. Can't we just swoop in at night and take her out--?"

"Octi..." Vinyl said, almost cutting her off. "Even vamps have things to fear... I have encountered a few Hunters in the past... Most were well-equipped to finish me off... If Surprise knew about us... and has that UV necklace... I'd imagine she's prepared to deal with us an I can't risk losing you." Octavia opened her mouth to be speak but said nothing. She simply closed her mouth and nodded. Vinyl then pulled her into a hug and kissed her cheek. "Don't do anything reckless..."

Octavia nodded and nuzzled the DJ. "I won't..."

Surprise left Dune's car after the stallion parked it in the mall's huge storage room.

"Well, I see you've all got the party started," the white mare sang as she skipped over to the van, seeing a large group of Elementals surrounded by a larger group of Apocalypse.

She then peeked into the back of the empty van before scanning the crowd.

"Looking for Malice?" Asked Byte as she approached Surprise. "My sister took her to the furniture department."

"Furniture?" Asked the white mare.

Byte nodded. "Beds. She's trying to keep Malice comfy until you arrive."

Surprise smiled and nodded, patting the blue mare's shoulder. "I think you two are my favorite," she said before walking passed her.

Byte blushed as she watched Surprise leave, before smiling lightly.

Surprise entered the furniture department and made her way passed various desks and cabinets before arriving at the beds. When she got closer, she saw Malice laying on one of the beds with Bit sitting in a chair beside it, facing Surprise's direction.

"Ma'am," she said with a smile, making Malice look over at her.

Surprise smiled and kept walking over to her. "Malice... Sweetie," she cooed, before kneeling beside the bed. "How are you?"

"How am I?" Asked the filly, narrowing her eyes. "You blew up my home and took me from my mom!"

"Your mom?" Asked the white mare. "You mean the one who has teamed up with the mare who shot your leg?" Malice let out a soft gasp and looked away. "Tell me, did she ever yell at Rainbow Dash for shooting you? Did she ever mention anything?" Malice closed her eyes and covered her ears, not wanting to hear. Surprise, however, grabbed the filly's wrists and leaned in with a somewhat crazed smile. "But, I did, didn't I? I shot her in the leg... Just like she shot you. Don't you see, Malice?" She asked as the filly tried to pull away. "I did that for you. To teach that bitch a lesson."

Malice eyed her as her struggling faded. "Wh-Why do you... care?" She asked.

"What do you mean, sweetie?" Asked Surprise as she ran a finger through the filly's hair.

"You seem to be... obsessed with me... Why? What's going on?"

Surprise hesitated before her crazed smile faded into a blank expression. She then stood up and rubbed her forehead. "Malice... Please..."

"Why?" The filly asked again. "Tell me why. If you're planning on keeping me, then I wanna know why!"

The white mare was silent for a few seconds before sighing. "Fine... I can't say no to that face," she said with a light smile, which soon faded. "I had a daughter once... and this fucking city took her from me..." she explained with a look of hatred. "That's when I ultimately decided... Fuck the city. Before that, I was actually considering cancelling my plans but after my parents when I was a kid and then my own unborn child..." She then crossed her arms and looked away.

Malice let out a soft gasp and slowly stood up. "H-How? I-If you don't mind me asking, that is..."

Surprise eyed her, hesitating for a few seconds. "I was beaten in an alley... After I left the hospital, I hunted them down one by one and made them suffer..."

Malice stared at her before sitting on the bed. "Sorry, I didn't--"

"You didn't know?" Asked Surprise. "Someone doesn't get to be like me unless they experienced something tragic in the past. Don't you know about conditioning?"

"Yeah, I figured something happened, but... that?"

"It doesn't matter anymore," the white mare said before smiling and kneeling down. "I have you." She then leaned in and hugged the filly.

Malice went wide-eyed slightly before slowly, and hesitantly, hugging back.

Sunset went over to Fluttershy and sat down beside her against the building. "They're everywhere out there," she said, looking over at the mare. Shy had her knees pulled up to her neck and was hugging her legs close to her body. Shimmer put an arm around her and nuzzled her cheek. "Relax... I won't let them harm you... And you will see Chrysalis again... We just have to avoid Surprise's gang and find the others, okay?"

Fluttershy sniffled and nodded. "O-Okay..."

"For now... let's rest..." Shimmer said as she leaned her head back against the wall. "We need our strength of we're gonna survive..."

Chrysalis looked down an alley at the main street and sighed, crossing her arms.

"Hey, Chrysalis?" Asked Rainbow, coming up behind her.

The Changeling looked over her shoulder. "Yes, Dash?"

"I was thinking..." she said, stepping up beside the queen. "Couldn't you just turn into one of them?"

"I've been considering it... But, if they are on the lookout for a Changeling I am wiling to bet that they're prepared for something like that..."

"Maybe..." Dash said with a sigh. "Shame, though... If it had worked, you could've scouted ahead and found our friends..."

Chrysalis nodded and thought for a moment before gasping. "Wait... There might be a way..."

Out To Lunch

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A white bunny hopped out of an alley and almost hit a mare. She stopped and took a step back, looking rather worried. It seemed like Surprise was allowing everyone's everyday lives to continue. The bunny tilted its head before hopping away, finding another alley to dart into. Once inside and out of sigh, it became engulfed in green flame and grew.

Chrysalis looked over her shoulder once the green magic faded away to see if anyone saw her. Seeing that the coast was clear, she moved further down the alley until she arrived at the other side. Peeking out, she saw a large armored truck roll by and park by a large building; the bank. The back opened up and a bunch of Apocalypse got out, followed by Byte.

The blue mare seemed like an interesting combination of tough and shy. "Alright, boys!" She called, pulling out a briefcase. "Boss wants access to everyone's back accounts! Let's give 'em to her!" She then closed the back of the truck and followed them inside.

Chrysalis narrowed her eyes. "Shit..." She growled, hitting the wall in anger. The urge to stop them was rising but she knew that she had more important things to be doing right now.

She turned back into a bunny and took a right, hopping down the sidewalk and away from the bank.

"Ah, what a view," Surprise said as she walked towards the edge of the mall's roof, Malice right beside her on her right.

The girl looked out and shrugged. "It's alright..."

"Alright?" Asked the mare, looking down at the filly. "All of what you see belongs to me. Isn't that... I dunno... impressive?"

Malice looked out again. Most of the buildings around the mall were taller than the mall itself.

"Well, I don't see much, so..."

Surprise gritted her teeth. "You're killing the mood..." she said, through clenched teeth. Turning around, she eyed the snipers she had set up on the roof while a couple others were setting up UV lights. "I'm making this place my fortress. After all, I'll need a base of operation for when she--" She cut herself off when she saw a red stallion walking towards her. "What you got?" She asked.

"Wait... She?" Asked Malice.

"All in good time," Surprise replied with a smile, eyeing her before looking at the stallion. "Have you found her yet?"

"Not yet, but we think we're close," he said, pulling out his phone and pulling up a picture.

Holding it out, Surprise took it and looked it over. "I do believe you're on the right path," she said with a smirk, handing the phone back to the stallion. "Keep it up."

The stallion nodded and walked off as the white mare looked down at Malice. "Come on. Let's go get something to eat," she said with a smile.

Rainbow Dash let out a sigh and stood up. "I can't just sit here anymore..."

Lightning looked up at her, the rest of them sitting in the shadows. "What are you doing? You can't go out there."

"Well, I'm not sticking around to wait for Chrysalis..." Dash said, eyeing her. "And, that's if she comes back."

"She's better than you give her credit for..." Kyra added.

Dash eyed her before sighing and moving to a nearby alley. "I'll be back..." she said, before slipping into the connecting alley.

Kyra watched her leave but did nothing, only hanging her head and looking at the ground.

Bit parked the red and black Apocalypse van near the outdoor café before the side doors opened. Surprise stepped out and smiled, followed by Malice.

"Ah, one of my favorite places..." she cooed.

The place was empty apart from the waitress, who looked rather frightened. It seemed word was spreading about who was responsible for the current state of the city. Though, the red-and-black coloring of the van was probably a giveaway.

The white mare led Malice and Bit over to one of the tables and sat down. After a brief moment, Surprise looked over at the waitress, who was still staring at them. When the white mare glared, the waitress let out an "eep" of fright and quickly came over.

"U-Um, hey..." she said, both hands shaking as she held her notepad and pencil. "What can I-I, uh... g-get you--"

She was cut off when Surprise stood up and smirked at her. "Why so nervous?"

"W-Well, uh..." the waitress stammered. "A-Aren't you with the, uh... the ones that..."

"That took over the city?" Asked the white mare with a chuckle. "I'm the fuckin' boss, sister," she said, reaching around with her left hand and grabbing the mare's butt, pulling her close. The mare let out another "eep" as she came face-to-face with the mare. "So believe me when I tell you that you are perfectly safe. We aren't here to kill everyone..."

"O-Oh..." the mare whimpered. "Then... why are you--"

"Don't worry about that..." Surprise interrupted, gently pulling down on the mare's shirt with her finger, exposing some of her bra.

"What about Ginger?" Asked Malice.

"Ginger?" The white mare asked. "What about her?"

"Well, isn't she your... girlfriend?" The girl asked, getting a look from the white mare. "Isn't it... disrespectful to... get with someone... other than your girlfriend?"

Surprise raised an eyebrow before looking at the waitress again. "I suppose that's true. Which means I have no use for you." She then pushed the mare onto the ground before pulling out her gun.

Malice went wide-eyed before getting out of her seat and rushing in front of Surprise. "No! I didn't mean shoot her!"

"But, then what possible use is there for her if I can't feel her up?" Malice tilted her head with a confused look. Surprise then burst out laughing and put her gun away. "I'm just fuckin' with you," she said before gently pushing Malice aside. She then knelt down and reach out gently taking the crying waitress by the hips and helping her up. "Three hay burgers, please," she cooed, rubbing the mare's cheek.

The waitress sniffled and rubbed her eyes. "O-Okay..."

"Hey..." the white mare cooed, putting a finger under the mare's chin and making her look her in the eyes. "Relax. I'm not gonna hurt you, okay? In fact, when the time comes, I'll be sure you're one of the ones that makes it."

The waitress hesitated, sniffling, before nodding hesitantly. "I-I'll just, um... g-get the... b-burgers now..."

Surprise nodded and sat back down, watching Malice do the same. "You need to have more trust in me, sweetie..."

The little girl watched the waitress head into the building before looking at the white mare. "Forgive me if I... expect you to shoot someone in the head..."

Surprise sighed and leaned back in her chair. "You think I go around shooting random mares and stallions in the head?" Malice raised an eyebrow and crossed her arms, making Surprise chuckle. "I only killed Twilight to forward our plans. A means to an end... And, maybe a few of my own who failed me... I don't take failure well."

"Speaking of your plans..." Malice started. "You keep taking like there's something big coming..."

"Oh, don't worry," Surprise cooed. "You'll be one of the ones I save."

The girl nodded hesitantly. "Ooooookay..." She then felt a stinging pain in her leg. "H-Hey, uh... C-Can I take a little walk?"

Surprise hesitated before smiling lightly. "Your leg acting up?" Malice nodded and reached down to rub her leg. "Sure, sweetie. Don't go to far or--"

"Or what? You'll shoot me in the leg and drag me back?"

The white mare tilted her head, confused. "N... No... Have Bit use her magic to pull you back... And, then I'd--"

"Beat me?"

"Punish you," Surprise corrected, leaning forward. "By--"

"Tying me up?"

"Dammit, Malice, no!" Yelled the white mare. "Send you to your room. Do you really think that little of me?"

"Well, you... You did kill Twilight..."

Surprise frowned, before leaning back in her chair. "You want that walk or not?"

The filly nodded and got up, wincing slightly. "Yeah, uh... Sorry... Still getting used to... my new life..."

"It's fine, sweetie," the mare cooed.

Malice smiled lightly back before slowly heading down the sidewalk. "Ah... Damn..." She groaned, the pain in her leg acting up a little. "Come on... Heal, you bastard--"

"Malice?" Came a familiar voice from an alley next to her.

The girl looked over and gasped. "R... Rainbow Dash?"

The cyan mare had her back pressed to the side so as not to be seen by Surprise. "I-I can't believe I found you... You've gotta come with me now."

"I can't," Malice said, leaning forward and rubbing her leg, making it look like she wasn't talking to anyone.

"Why not? Your mother's worried sick."

"I can't go," the filly repeated. "With me around, Surprise seems more... subdued... Not as insane... Gives you and the others time to make a plan of attack."

Rainbow hesitated, biting her lip as she slid into a seated position. "A-Are you sure about this?" She asked, sounding very concerned with this plan. "We've been separated and scattered across the city... Are you sure you're okay with... staying with Surprise until we can regroup?"

Malice hesitated in thought, going over the situation in her head before nodding. "I can do this. You just make sure you and the others find each other..." Dash nodded as Malice stood up. "Also, you should run. In order to not blow my cover I'll have to let them know you're here. Got a place to hide?"

Rainbow Dash smirked and pulled out her gun. "There's a manhole in one of the alleys I went through..."

Malice nodded and stretched some more before looking at Dash again with a gasp. "Rainbow Dash?!" She then turned to Surprise and yelled, "ELEMENTAL!!!"

The white mare got up and pulled out her gun, quickly moving around the table and heading towards Malice. As she let the café Dash popped out from the alley and fired a couple shots at her. The white mare pressed against the building to avoid getting hit before firing back. Rainbow quickly ducked back into the alley as Surprise let out a growl.

"It's that bitch, Rainbow Dash!" She yelled, before running after her.

As she passed Malice and entered the alley, she asked, "Did you see where she went?" She asked, finding the alley empty.

The girl shook her head. "No... I didn't," she replied, hands over her ears. As she lowered her hands Bit ran passed her.

"Anything?" Asked Bit.

Surprise shook her head. "She could be anywhere by now. There's so many connecting alleyways in this city and she knows it." Holstering her gun, she left and headed back towards the café. "Come on, you two. We got burgers waiting."

Parts Of The Whole

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Rainbow Dash smirked and pulled out her gun. "There's a manhole in one of the alleys I went through..."

Malice nodded and stretched some more before looking at Dash again with a gasp. "Rainbow Dash?!" She then turned to Surprise and yelled, "ELEMENTAL!!!"

Dash looked over to see Surprise get up from her chair and pull out her gun. "She looks pissed," she said with a chuckle, waiting for her to get closer before popping out and firing at the white mare.

Malice covered her ears, the gunfire being a tad too loud as she watched Surprise fire at Dash before taking cover. A bullet shot through Dash's firing shoulder, making her yelp and duck back into the alley.

"Fuck..." she groaned, holding her shoulder.

"Dash..." Malice said as she eyed Surprise. "She's planning something big... You have to get the others..."

Rainbow looked at her and nodded. "You just be careful," she said, before holstering her gun with a wince and taking off into the alley.

The girl nodded and watched Dash run to the end of the alley and kneel down, grabbing a manhole cover. Letting out a pained grunt, she shakily pulled it up enough to slid it over.

"Fuck..." Dash whimpered, gripping her shoulder before dropping down. She then reached up with her good hand and slid the cover back over the hole.

She then dropped to her knees and kept her hand over her shoulder, taking a moment to relax before getting up and heading through the sewers.

Pinks slid down against the side of a building and groaned. "Shit..."

AJ looked over at her before walking over to her, kneeling beside her. "What's wrong?"

"That crash..." the pink mare said with a sigh. "I'm still... sore all over... I hope no-nothing's broken..."

AJ nodded slightly. "Lemme check," she said as she gripped Pinks' shirt and gently pulled it up to just under her breast. She then gently ran a hand over the mare's bare stomach, seeing if she could feel any signs of broken bones. "Ah don't... feel anything..." she said, about to pull away.

Just then, Pinkamena placed her right hand on AJ's. "Don't stop... That feels... nice," she said with a smile.

AJ hesitated before smiling back, placing her other hand on Pinks' side and gently rubbing her. The pink mare closed her eyes with a smile, as if the gentle rubbing was making her forget about her aches and pains from the car crash.

Pinks then raised her arms above her head, stretching them out with a light grunt. AJ eyed her before looking at her bare stomach, biting her lip. Then, with a smile and a blush, she leaned in and gave Pinks' belly a light kiss, making the pink mare look down at her.

AJ kept kissing the same spot before running her lips up a little bit before kissing her abs. Pinks blushed heavily but did nothing. She actually smiled and bit her lip as well. After a few more kisses, she reached out and gently rubbed the back of AJ's head, making the mare eye her while she kept the kissing going.

Without saying a word, Pinks smiled and gripped her shirt, pulling it off the rest of the way and setting it aside. AJ hesitated in thought before smirking and kissing higher before she was in between the pink mare's breasts. Pinkamena let out a soft moan as AJ reached up with both hands and gently gripped the mare's breasts.

"You know..." Pinks started. "They say relationships... based on intense... experiences... never work..." she said between pants.

"Fuck 'em," AJ replied before leaning in and kissing her on the lips.

The pink mare closed her eyes and kissed back.

Deva let out a grunt as she helped Trixie into a seated position. "Rest here for a moment," she said, before standing up and stretching. "Damn... My body's getting tired. I need to do something..."

"Like what?" Asked Amanté, coming up behind her.

"I dunno... Just something... I can't stand this wandering around."

"Well, we can't just head up there without knowing where we'd end up," Amanté pointed out.

Deva sighed and crossed her arms. "Well, I'm getting sick of this..."

Trixie watched them before hearing a faint noise from their right. Looking over, she caught the attention of the other two, who also looked where she was looking. To their right the catwalk they were on curved off to the right, making it impossible to see if anyone was coming from that direction.

"What is it?" Asked Amanté in a whisper. "Trouble?"

Trixie shook her head in uncertainty. "I-I'm not sure... I just... heard something..."

Deva eyed her before pulling out her gun. "Probably one of those fucking Apocalypse..." she growled, raising her gun.

Amanté raised her gun as well, the shuffling noise getting louder and louder until a figure suddenly came around the corner. Deva didn't hesitate to fire, making the figure drop to her butt both out of fright and to avoid getting shot. Deva then lowered her gun, noticing who it was.

"Deva?" Asked Rainbow Dash.

"Rainbow?" The gray mare asked in response.

The pegasus then looked at the tall black mare. "Amanté?"

"Dash?" The mare replied.

"Trixie?" Dash asked when she noticed the blue unicorn sitting against the wall.

"Dashie?"

"Alright, enough with the greeting," Deva said as she holstered her gun.

Amanté walked over and held out a hand. Rainbow reached up and took it, letting out a grunt as she was helped up.

"Shit..." she groaned, holding her shoulder.

"You, too?" Asked Trixie with a light smile, happy to see a friendly face.

Dash smiled and walked over to her, kneeling down. "I got shot. You?"

"Dropped down a hole... Whacked my legs on the metal railing," the blue unicorn explained, pointing to the catwalk railings.

Dash nodded and reached out, rubbing Trixie's cheek before leaning in and giving her a hug. "Good to see you're okay."

"You, too," Trixie said with a smile.

"Look, this is real touching but can we go now?" Deva insisted.

Rainbow nodded and pulled way from Trixie before standing up. "Follow me. I can lead us back to the others."

"I-Is Lightning Dust... with them?" Trixie asked, sounding hopeful.

Dash eyed her and smiled. "Yes, she is."

Surprise and Malice both entered the mall as the white mare eyed the girl.

"So, I had fun..." she said with a smile. "Apart from Rainbow Dash showing and shooting at us..."

Malice gave her a smile. "Yeah... Fun... We should totally do it again some time."

Surprise nodded and held out a hand, gently rubbing the girl's head. "Of course. For now, I think I'll go pay Ginger a visit. You do whatever," she cooed, before walking off.

Malice watched her leave before looking back at the mall entrance. Letting out a sigh, she turned and walked towards the escalators.

Surprise walked to the back of the sofa department where a little living area was set up. In the far corner was a bed. Beside it was a table and next to that was a dresser. A little ways away from the bed was a desk facing the wall and a swivel chair.

Sitting at the desk was Ginger, who was looking over a few blueprints of the mall. The white mare smiled and walked up behind her, leaning in and gently kissing her neck.

"Huh?!" Asked the brown mare, startled. "Oh..." she added with a sigh, realizing who it was. "Hey..."

Surprise smiled and kissed her briefly on the lips. "Hey... Whatcha up to?"

"Oh, just... figuring out how to set up our headquarters..." Ginger replied, looking down at the blueprints again.

Surprise eyed the papers before running a hand down from Ginger's neck to her belly. "I can think of much more fun things to do than that..." she said, making the brown mare look up from her work. "Why not take a break?"

Ginger looked over her shoulder at Surprise and smiled. "I guess I could use a break..."

The white mare stood up straight as Ginger spun her chair around. She then stood up and placed her hands on her lover's shoulder. Surprise placed hers on Ginger's hips before leaning in and kissing her. The brown mare kissed back before Surprise turned to face the bed before making Ginger walk backwards towards it. She then pushed the mare onto the bed.

Ginger smirked as she hit the bed on her back, running her hands along her legs. Surprise smirked back and pulled off her shirt, revealing her bare breasts. After tossing her shirt aside, she leaned forward and gripped Ginger's jeans, unbuttoning them and pulling them down.

"Panties?" Asked Surprise. "Why do you insist on wearing underwear."

"Not all of use are as free as you," Ginger said with a chuckle.

Surprise smiled and gripped the panties before pulling them down. "Mmm... Such a beautiful pussy..." she cooed, reaching out and rubbing it with two fingers.

Ginger tilted her head back and let out a soft moan. The white mare then dove in and gave a few forceful licks across the wet lips. Afterwards, she slid two fingers inside and began to pump, making Ginger moan out loudly. Once she felt like she had made her mate moan enough, she stopped and began crawling up the mare's body.

Ginger bit her lip as Surprise gripped the bottom of her shirt and pulled it up over her breasts.

"Bra... Figures," the white mare cooed, gripping it and pulling it up.

She then leaned in and wrapped her lips around Ginger's left nipple, sucking away. The brown mare let out more moans and gasps as she began to pull of her own shirt and bra. Once she was fully nude, she reached down and began rubbing Surprise's back.

"Oh, you're amazing..." she said with a soft moan.

Surprise smiled and gave the nipple a love nibble before pulling away. "Only because I love you so much," she said as she leaned in and kissed the mare.

Ginger smiled and kissed back, wrapping her arms around the white mare in a loving embrace.

Deva pushed the manhole cover open and slid it away before climbing out. Looking around, she saw that they were safe from view in an alley. Kneeling down, she held out her hand.

"Come on," she said, as Dash and Amanté helped Trixie up the ladder.

Once she was high enough, Deva helped her the rest of the way. Afterwards, Amanté climbed out and then Dash. Deva then slid the manhole cover back in place.

"This way," Dash said, moving down the alley as Deva helped Trixie up.

The cyan mare led the others through a series of alleys, avoiding the street at all costs until they finally made it back to the others.

When Lightning saw Dash emerge she stood up. "Did you find anything?" She asked with a hopeful expression.

Dash smiled and nodded, stepping aside. "Oh, yeah."

As she did, Amanté appeared and looked around with a light smile. "Nice to see other made it," she replied before Deva and Trixie appeared.

Lightning went wide-eyed and ran over, wrapping her arms around the blue mare. When the blue mare let out a yell of pain, Lightning quickly took a step back.

"Wh-What happened? What's wrong?" She asked, sounding extremely worried.

"Nothing," Trixie said with as sigh. "Just... my legs... They're killing me..."

Deva, who had barely managed to hang on during the hug, knelt down and helped Trixie sit against the side of a building. Dust knelt down beside her and leaned in, kissing her on the lips.

"I was so worried..." Lightning whimpered, kissing Trixie again.

Dash watched them with a light smile before looking over at Kyra. Taking in a deep breath, she walked over and gave a light wave.

"Hey," she said softly.

"What is it?" Asked the red mare, who was sitting on the ground with her knees pulled up to her chest.

"I... I saw Malice," Dash replied, getting a look from everyone, especially Kyra.

The red mare quickly stood up and grabbed Dash's arms. "Where?!" She asked, a single tear of hope running down her cheek.

Rainbow winced slightly but ignored it. "She's with Surprise."

Kyra's expression suddenly turned angry. "And you just left her?!" She yelled, her grip tightening.

"She had a good reason," the cyan mare replied calmly, trying to reassure the red mare though it didn't seem like it was working.

"A good reason?" Asked Kyra. "What reason could she have given to justify you LEAVING HER WITH SURPRISE??!!!" She screamed, tears of fright beginning to trickle down her face.

Rainbow looked her directly in the eyes and sighed. "She said that with her around... Surprise is more... tame... She's giving us a chance by distracting her... I'm sorry..."

Kyra sniffled and let go, putting a hand over mouth. "She must be so scared..."

"But very brave," Dash added, gently resting her hands on the mare's shoulders. "And, I promise, we will get her back..."

Kyra eyed her, hesitating before nodding, sniffling a little. "You're right... She's always been brave..."

"And, where do you think she gets it from?"

The red mare hesitated in thought before sniffling again, this time smiling lightly. "Her mother..."

"Exactly," Rainbow replied with a smile. "Now, be brave for her. I hope no one takes this the wrong way but the time for mourning is over... We have to start taking action. Otherwise, this city may become too far gone for us to save it."

Kyra nodded and wiped the tears from her eyes. "You're right... We're no good to the city if we just stay her and mope... Besides... Saving the city will make it easier to find the others."

Dash gave her a bigger smile and let go of her shoulders. "So, we all in agreement?" She asked, before looking around at the others, who all gave either a nod or a light smile. "Alright..." Dash said, looking back at Kyra. "Though, we should probably wait for Chrysalis to get back..."

"That's fine," Lightning said before looking over at Midnight, who was sitting down, facing a building and making no sign that she was actually listening to them.

Dash looked over at her too and let out a sad sigh. Everyone else still had hope of finding their loved one. Midnight, however, watched her loved one get shot in front of her. Rainbow slowly began walking over to her, kneeling down beside her. She didn't say anything, though. She simply stared at the brick wall, too.

Commandeering A Tank

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Pinks rested against the building with AJ laying atop her, both nude and sweating.

"That was fun..." Pinks cooed, kissing AJ's cheek.

The orange mare smiled and stood up, stretching. "It sure was, sugarcube..."

The pink mare slowly got up and stretched as well, a few of her joints making popping noises. "Oh, my body's feeling much better..."

"Good to hear," AJ replied, moving to gather up her clothes. "Now, we need to go and find the others."

"Any idea how?" Asked the pink mare, gathering her own clothes. "It's a big city..."

AJ nodded and thought for a moment, before letting out a chuckle. "We could cause some shit..." she suggested, stepping into her pants and pulling them up. "You know... Blow something up?"

The pink mare chuckled and nodded, slipping into her own pants. "We could do that. We'd just need something to blow up."

"And somethin' to blow that somethin' up with..." AJ added.

"You're not suggesting we try and steal a tank, are you?" Asked Pinks as she pulled her shirt on.

The orange mare gave a smirk. "Ya bet yer sweet ass I am..."

Sunset Shimmer was seated beside Fluttershy, the pegasus leaning against her with Shimmer's arm around her.

"Think we'll ever find the others?" Asked Shy softly.

Sunset eyed her and smiled. "Of course we will. And as soon as you're ready we can start looking, kay?"

Fluttershy nodded and smiled back. "Okay..."

The macaroni-colored mare nuzzled the mare's head before they both heard a soft tapping noise. Shimmer hesitated before pulling away from Shy.

"Wait here," she said, before pulling out her gun and slowly moving the corner of the building. She then slowly peeked out into the alley and went slightly wide-eyed. "Uh... Flutters?"

The yellow mare tilted her head and got up, moving over to Shimmer before peeking into the alley. She let out a loud gasp as she spotted a white bunny hopping towards them, who stopped when it spotted Fluttershy. The pegasus quickly ran over to it and scooped it up before rushing back to Sunset.

"Oh, Angel!" She said happily, hugging the bunny closer. "I thought I'd lost you!" She cried, nuzzling the bunny's head before pulling away. Seeing the bunny had a sad expression in his face made her confused and worried. "Uh... Angel?"

The bunny hesitated before it was suddenly covered in green flames. Fluttershy gasped as she let go out of surprise. When the flames cleared, Chrysalis was left kneeling in front of her, still with her sad expression. She then reached out and gently placed a hand on Shy's cheek with a light smile, a tear falling from her eye.

Fluttershy let out a gasp and lunged at her, tackling her to the ground as she hugged her tightly. "Oh, Chryssie!" She cried. "You made it!"

The Changeling smiled and hugged back, nuzzling the mare's neck. "I'm so happy I found you..." she said softly, sniffling as she and Shy just hugged for what seemed like an hour.

"But that means that Angel..." Shy said as she lifted her head to look Chrysalis in the eyes.

"I'm sure he's fine," Chrysalis said with a smile, holding Shy by the waist. "He's a tough bunny."

"You're right," Flutters said softly as she wiped her eyes. "I'm still so happy to see you..."

Chrysalis smiled up at her. "Me, too."

Sunset watched them with a smile before peeking into the alley, seeing a tank roll by in the street. "I hope the others are okay..."

Surprise opened her eyes and smiled upon seeing a sleeping Ginger beside her. Leaning in, she kissed her on the lips before getting out of the bed and stretching. As she did, a stallion came running into the department and stopping, staring at the nude mare.

Surprise eyed him and smiled. "Yes?"

"Um..." the stallion said, forgetting for a moment what the message was that he was supposed to be delivering. "Oh, right... I came to tell you that the... UV lights are set-up as are the speakers you requested be set up around the city."

"Good," the mare cooed. "How's Malice?"

"The girl? She's just been wandering the mall."

Surprise nodded and turned to fully face him. "Is Byte back yet?"

"Yes. She and the others came back about a half hour ago."

"Good. Send her up to see me. Bit, too."

The stallion nodded and left, moving rather quickly. Surprise smirked as she watched him before sitting back on the bed. Looking over at Ginger, she reached out and gently ran a finger down her back. After a minute or two, Bit and Byte came jogging into the department.

"You wanted to... see us?" Bit asked, slowing to a stop upon seeing the nude mare.

Surprise eyed them and smiled. "Yes. Come over here."

The two sisters eyed each other before moving closer. Once they were close enough, the white mare smiled. "You two have done well... Now..." she said, gently cupping her own breasts. "Come get 'em... I could use a quickie before heading out again."

Bit smirked and sat beside her on the left and leaned in, wrapping her lips around the mare's left nipple. Byte hesitated, watching her sister before sitting on Surprise's right. She then leaned in and began sucking on Surprise's right nipple.

"Oh, good girls..." the blonde-haired mare cooed gently, placing her hands on the mares' backs.

As the two sucked on her nipples she felt Ginger sit up behind her. After a second or two, she felt Ginger's lips on the back of her neck. Smiling, she looked over her shoulder as she and the brown mare kissed.

As Ginger broke the kiss, she smiled. "So, what's the next step, babe?"

"I was thinking of paying the Wet Mare a visit tonight..." the white mare replied. "Have some fun... Other than that, just do whatever, I guess. I mean, this city's ours. We could go streaking if we wanted."

Ginger let out a laugh. "Have fun. I think I'll keep my clothes on."

"Come on... Live a little," Surprise sang with a chuckle. "It's fun."

The brown mare rolled her eyes and began kissing Surprise's back. "Just relax and enjoy having three mares service you..."

Surprise smiled and closed her eyes, letting out soft coos.

AJ peeked out of the alley and looked both ways. Seeing no Apocalypse around, she ran across the desolate street and into another alley. Even though Surprise was allowing for civilians to go about their daily tasks no one seemed to want to be outside. Pinks then peeked out and ran across, joining AJ across the street.

"So, we're a ways from the mall now," AJ said as she led Pinks down the alley. "Meaning Surprise shouldn't be an issue for us." She then found a ladder that led up to a nearby rooftop. "Up here," she said, climbing up.

"You know this plan is crazy, right?" Asked the pink mare as she followed AJ.

"We need a tank, Pinkie. Otherwise, we might not make it."

Pinkamena sighed as they finally made it to the roof. "I guess you're right," she said as she stood up.

She and AJ then moved to the edge of the roof that overlooked the street.

"Now we wait..." AJ said as she sat down.

"How do you know a tank will come by here?" The pink mare asked. "Of all the roads in the city..."

"Look at the pavement," AJ said, pointing down at the street. "There's cracks in it as well as the sidewalk. Some of the sidewalk is even destroyed. Crushed as if by..." she said, eyeing the pink mare.

"Something heavy?" Asked Pinkamena. "I guess it's safe to assume it's from a tank but it's still an assumption..."

"Best lead we got right now..." Applejack said as she laid down on her back.

The pink mare watched her before laying beside her. "I'm surprised Surprise didn't have snipers on the roofs here."

"It's still early into her takeover," AJ said, eyeing her. "She probably hasn't full set up yet."

"I guess..." Pinks then stared up at the sky, watching the clouds go by. "So peaceful up there, isn't it?" She asked. "In the clouds... It's almost like nothing's changed..."

Applejack eyed her again before looking up, too. "We'll get there again... Ah'm sure of it..."

"Yeah..." Pinks said, sounding unsure but also hopeful.

After a brief moment of silence, the two heard the sound of an approaching vehicle coming down the road.

AJ rolled onto her stomach and peeked over the edge. "Shh... I think..." she said, looking down the road and smiling. "Tank. Bingo."

"A tank?" Asked Pinks, crawling up beside AJ for a look. "Good call."

Applejack then crept back to the ladder and started crawling down. "You know what to do, Pinks. Let's do this."

Pinkamena gave her a thumbs up before looking at the tank again.

When AJ got to the bottom, she moved to the end of the alley and peeked out. The tank was getting closer but appeared to be turning down another street.

"Shit," AJ growled, pulling out her gun and firing at the tank. The large vehicle stopped as the turret turned to face her. "Shit," she gasped, ducking back into the alley before the tank fired.

Pinks covered her head as part of the building next to the one she was currently on exploded. Debris fell down as AJ managed to get away safely. She then aimed at the street and fired to let the tank know she was alive.

The pink mare watched as the tank turned and began rolling closer, the engine getting louder and louder. When it rolled up to the alley where AJ was, it turned its turret to face it. After some hesitation the hatch opened up as a stallion with a machine gun appeared, aiming down the alley.

AJ stuck her head out from a side alley and fired at them. The stallion flinched before firing back.

Pinks took a deep breath before running to the edge of the building and jumping down onto the back of the tank. The stallion stopped firing and spun around, the pink mare grabbing the barrel of his gun with a wince of pain before shooting him twice in the head.

She then grabbed the gun from his hand and pulled him out. Afterwards, she dropped down inside and fired at the remaining two inside.

Letting out a deep exhale, she began to carry the bodies to the ladder and pushing them out. After she pushed the last one out, AJ dropped down and smirked.

"Good job," she said, the two fist-bumping.

Octavia looked at the window, seeing the light getting a tad dimmer.

"It's after noon now..." she said.

Vinyl nodded. "Only a few more hours left..."

"We still going to the club?"

"Yes, Octi. If anyone's there it's my job to provide the music and I guess it's now yours to provide the entertainment... This city needs some fun after today..."

Octavia nodded and sat up. "What happens if we see Surprise?"

Vinyl hesitated in thought for a moment, clearly considering on ripping the mare's head off. "We... can't kill her... If what she said was true than what's the point? Not to mention she has that necklace... If we get too close and do something she doesn't like then boom... We become weakened and then she'll probably kill us..."

"So, we do nothing?"

"Just be natural, Octi... And be extra fun tonight... As I said, the city needs this..."

Octavia smiled and nodded. "Okay, Vinyl. I'll do my best."

The DJ smiled and gently rubbed the cellist's cheek. "I know, babe," she said before kissing her on the lips.

A Night Of Fun

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That Night...

AJ drove the tank down to the docks, parking it beside the road and sighed.

"It's getting late... We need rest," she said before rubbing her forehead.

"Then we should sleep in turns," Pinks suggested as she came up behind AJ's seat. "You first."

"Are ya sure?"

The pink mare nodded with a smile. "Go on. Get some rest. I'll keep an eye out."

AJ nodded and got up from the seat, moving to the one in the back and sitting down. She then closed her eyes and rested her head as Pinks sat in the driver's seat.

"Let's see..." she cooed softly as she turned the turret towards the street, watching out for enemies or friendlies.

Vinyl and Octavia climbed into the DJ's van as the white mare started the engine.

"Is this a good idea?" Octavia asked, sounding nervous.

"We already talked about this," Vinyl said with a sigh, gripping the steering wheel as she backed out into the desolate, trash-ridden street. "This city needs this..."

"I know..." the cellist said as she looked out the window, the buildings beginning to move as Vinyl began to drive. "I hope Surprise doesn't show..."

"If we start playing music and drawing in a crowd... you can bet she'll be there... And, like we discussed earlier... if we see her just act natural. We don't want to cause trouble and accidentally getting someone hurt... or killed..."

The gray mare hesitated before leaning her head back on the seat's headrest. "I suppose you're right..." After a brief moment's hesitation, she smiled lightly and looked at Vinyl. "Nude DJ?"

The white mare eyed her and smirked.

Surprise opened the door to one of the mall's smaller storage rooms, revealing four dirty mares who had their hands tied behind their back.

"How're my sweet little pets doing?" The white mare asked with a smile.

Aqua looked up at her and let out a cough. "We've been in here for hours..." She said, sounding weak. "When are ya gonna let us out?"

"When I come back," Surprise cooed as she walked over to her and knelt down. "One by one, though... No sense in rushing things--"

"Then, me last," Aqua said, almost cutting Surprise off.

The white mare raised an eyebrow before chuckling. "Oh, the noble one, huh?"

"I promised Twilight I'd protect them..."

"Well, maybe next time you don't make promises you can't keep. You'll be the first one out." Aqua glared at her as the mare stood up. "See ya soon, girls," she cooed, turning and leaving the room.

Vinyl pulled up to the Wet Mare and took one of the reserved parking spaces. She and Octavia then began to unload the DJ's equipment and bring them into the club. As they entered, they looked around to find the place dead silent.

Candy looked up at them from the counter and smiled lightly. "I wouldn't expect too much action tonight..." she said sadly.

"We'll see about that," the DJ said with a smirk as she and the gray mare began setting up.

Candy watched them before getting up and walking over to them. "You really think you can get people to come? After everything that's happened?"

"I got a feeling," Vinyl said with a smile as she pulled out a vinyl disc and set it on the machine.

She then turned up the volume and spun the disc, sending out a loud blast of music out of the speakers.

Cloudchaser's ear twitched as she sat up in bed, rubbing her eyes. Getting out of bed, she moved to the window and looked out. Down the street from the apartment complex where she and her sister were staying was the Wet Mare.

"Flitter?" She asked, before running to the other side of the bed and shaking her sleeping sister. "Sis!"

The mare stirred slightly before sighing, slowly opening her eyes. "Huh?"

"Get up. There's music coming from the club!"

"Music?" Asked Flitter, rubbing her eyes and sitting up. "You sure?"

Cloudchaser nodded happily. "Come on! I could use some fun. How about you?"

Flitter hesitated before smiling. "Mmm... You bet..."

Vinyl bobbed her head as she spun her discs. Both Octavia and Candy watched her with smiles until they suddenly heard the front doors open. Turning around, they saw Flitter and Cloudchaser enter the building. Flitter was wearing a long shirt that went down passed her waist and hopefully really short shorts. Cloudchaser, however, had on a shirt that stopped above her belly and short spandex shorts.

"Girls!" Yelled Candy happily, running towards them.

"Hey, Candy!" Cloudchaser greeted as the pink mare threw her arms around her.

They were soon joined by Octavia, who eyed all three of them. "Are we ready to show this city that we can still have some fun?"

The two sisters nodded and began making their way towards the changing rooms.

"Oh, this is gonna be so great," Candy cooed, turning to the cellist. "It was a good idea you two had."

Octavia scoffed lightly and looked over at the DJ. "It was all Vinyl's idea... I just agreed..."

Candy nodded and patted her back before heading back towards the bar. AS Octavia began making her way back to Vinyl, she heard the door open. Turning around, she spotted two mares and a stallion.

"Is... this place open?" Asked one of the mares.

Octavia smiled and nodded. "We're just setting up but, yes... We're open."

The mares and stallion smiled and entered before Octavia turned and headed over to Vinyl.

"Keep it up, Vinyl," she said with a smile. "First three customers."

The DJ smiled and kept spinning her discs. As she did, Candy left the bar with a tray, carrying drinks over to the customers.

"Come on," she said with a smile. "On the house."

Bit drove down the road with Surprise in the passenger seat, checking her phone.

"So, what do you plan on doing?" Asked the green mare. "Cause some trouble?"

"Trouble?" Asked the white mare. "Nah, I'm just gonna fuck with Candy a little... I've had enough action for one day. For now, I'd just like to relax and have fun."

Bit nodded with a smirk as they suddenly heard booming dance music coming from the club.

"Hear that?" Asked the green mare.

Surprise leaned forward in her seat, listening. "Well... I was expecting to screw with Candy but it seems like they got the whole thing going..." The white mare then smirked. "Mmm... Looks like I'm gonna have a lot of fun, tonight..."

Within the hour, the club was packed with those looking to blow off some steam after the events of earlier. Candy happily passed out free drinks while Cloudchaser and Flitter did their thing up on stage. Octavia stood beside a nude Vinyl as the DJ spun her discs and altered the sounds to create one rocking beat.

As the music filled the room, no one heard the front door open. The white mare looked around before smiling, letting the door close behind her.

"Ah, the night life..." she cooed, making her way towards the crowd.

As she did, she began slowly clapping. Clap. Clap. Clap. Everyone slowed to a stop as the DJ began to stop the music. When silence had fallen and all eyes were on her, Surprise smiled.

"Hello, Ponytropolis," she cooed as she walked over to Candy, taking a glass from her tray and winking seductively at her. When the pink mare looked away, Surprise smiled wider and looked at the crowd again. "I have to hand it to all of you... Good job! Ready to party even after this morning... Rather impressive, to be honest..." She then took a sip, letting out a sigh after she swallowed. "Mmm... Also, you don't have to be afraid of going outside. Our fight is not with you! That's over and done with!" She sang, setting the empty glass down on the tray. "Now comes the fun!"

As she finished, she heard a noise behind her. Quickly turning around, she found a green mare about to stab her in the back. Quickly grabbing the mare's wrist, Surprise squeezed harder and forced her to her knees as she pulled out her gun. She then placed the barrel of her gun right next to the mare's head, making her whimper and gasp with sharp pain.

"Dewy Meadows..." Surprise said, seemingly knowing the mare. "I suggest if you ever want to see your daughter again you drop... the fucking... knife..." she said darkly, the mare obeying as the knife dropped to the floor. The white mare then looked around the room. "I'm not here to fight but if you so wish it I will kill every one of you... Otherwise, let's cool the shit and have some fun!"

She then put her gun away and gently took the mare's arm, helping her up. As she did, the mare sniffled and quickly left the building, probably to go see her daughter. After a brief moment of extended silence, the music started back up again.

"That's more like it..." the white mare cooed as she made her way towards the DJ booth.

Octavia was watching Vinyl spin the discs when she realized Surprise approaching them. She then tapped the DJ on the shoulder, who looked up to see the white mare.

"Hey, you two," Surprise cooed. "I see you got this place feeling lively again..."

"It's sort of our job," Octavia said as Vinyl said nothing.

The white mare smiled and nodded. "So, it is..." A smirk then spread across the mare's face. "So how much for you?" She asked, running a finger down Octavia's arm. The gray mare pulled away slightly, getting a sigh from the white mare. "I'm not up to anything..." she said, crossing her arms. "I just want a fun time with a vampire. I'll even pay."

Octavia raised an eyebrow as Vinyl watched them.

"If she goes, I go," the DJ said, sounding defensive.

The cellist held up her hand. "No, Vinyl... I got this. You just keep playing your music."

Vinyl hesitated, looking at Surprise before looking back at Octavia. "Fine... If you're okay with it... Just be sure to call for help if you need it."

"Oh, relax..." Surprise cooed as she held out her hand. "I'll be gentle..."

Octavia hesitantly reached out and took her hand. "That, I'd like to see..." she said, clearly not believing that this mare had the capacity to play nice.

The white mare smirked and began leading her away from the DJ booth towards the side hallway where all the rooms were. When they found an empty one, Surprise opened it and stepped aside.

"After you," she cooed.

The gray mare eyed her before backing into the room so she could keep her eyes on Surprise. The white mare then entered and closed the door.

Chrysalis rubbed Fluttershy's back, who was leaning up against her and nuzzling her neck. The Changeling's eyelids began to get heavy as she let out a yawn, gently nuzzling the top of Shy's head. The pegasus let out a yawn of her own, eyes closing and breathing calmly.

The Changeling smiled down at her before looking over at Sunset, who was seated next to them against the wall. She had her knees pulled up to her chest, trying to keep warm as she sat against the side of the building. Hesitating only slightly, Chrysalis reached out and took the mare's shoulder, pulling her over.

Sunset let out a gasp of surprise before Chrysalis put her arm around her, holding her close. The orange mare looked at Chrysalis, giving her a light smile. The Changeling smiled back before all three mares began to doze off.

Surprise gently lay Octavia on her back on the bed, both mares now completely nude. The white mare then crawled on top of her and began trailing kisses up from her belly to her neck.

"How's this?" Asked Surprise.

"Admittedly, not that bad..." Octavia confessed as she let out soft coos at the kisses. "Why not take off that necklace? Do you always wear it?"

"Only when I'm around Vampires," the white mare said with a smile, moving lower and giving the mare's right nipple a lick. "With it on, I'm untouchable."

"Untouchable, huh?" Asked Octavia, sounding like she didn't believe that. "What if you're caught off guard?"

Surprise smirked and lifted her head. "Fine... Let's test it out," she said as she sat up. "Try and rip my heart out."

Octavia went wide-eyed, not sure if she heard correctly. "Sorry, come again?"

"Rip out my heart. I bet you can't do it."

"Well, it's... not that I can't..." The cellist said as she sat up, too. "And I really want to, believe me... But, if this is to prove that your necklace does what you say it does... Well... Wouldn't you be expecting it?"

"Just catch me off guard," the white mare replied with a smirk.

"But, you're expecting--"

"Come on, Octavia, while I'm y--" Surprise interrupted before Octavia thrust her hand forward in an attempt to tear out Surprise's heart.

As her fingers hit the white mare's body, the amulet opened up, making the vamp screech and jerk away in pain. As fell off the bed and scooted back against the wall, the door burst open, revealing Vinyl.

"The fuck?!" She asked angrily, clearly hearing what happened.

"Vinyl..." Surprise started as she got off the bed. "Chill..."

"Chill? You said you'd take it easy!" The yellow-haired mare ignored her and knelt down next to a cowering Octavia. "What are you doing?!" Vinyl asked loudly.

"I said chill..." Surprise repeated before gently taking the back of Octavia's head and pulling her face to her neck. "Go on... Drink."

Octavia hesitated, letting out a light sniffle before biting into the mare's neck, slowly drinking her blood. Surprise closed her eyes and tilted her head back. The more blood that was drained from her, the more strength Octavia got back. When she felt back to her normal self, she pulled away and licked her lips.

"See?" Asked Surprise, smiling at Octavia. "I told you it worked."

Vinyl raised an eyebrow, confused by what she just heard. "What? You mean you... you were just..."

"Just showing her how my necklace works, yes. I wasn't hurting her to hurt her..." the white mare said before smirking. "Why not join us?" She asked, winking at Vinyl before leaning in and kissing Octavia's neck. "The more the merrier, right?"

The DJ crossed her arms, hesitating before sighing. "Fine..." she said, before closing the door.

Reunited

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Surprise sat up and stretched. "Mmm... Well, that was fun..." she cooed as the two vamps remained on their backs. "We should do this again some time," she added before climbing out of bed.

"Yeah... Definitely..." Vinyl said forcefully, clearly not meaning it at all.

The white mare eyed her before grabbing her clothes. "Oh, you liked it and you know it..." she said with a smirk, slipping her shirt on. "I know I sure did..."

After she got dressed, she gave them a wave before leaving. Both mares eyed each other before the DJ sighed.

"At least now I can get back to work..." she said, getting out of bed to get dressed.

Surprise left the club and stretched as Bit came over to her.

"Did you have fun?" The green mare asked with a smile.

"Mmm... I sure did," Surprise cooed before turning to face her. "Now... Why don't we head back t--" She immediately stopped talking as she caught sight of a mare slipping into a hotel down the street. A purple mare. "Fuck," the white mare growled, pulling out her gun and running after the mare.

"What the hell?" Asked Bit, turning around and watching the white mare take off.

Surprise ignored her and ran into the hotel, looking around. She heard the faint sound of footsteps near the top of the nearby flight of stairs. Running up to the second floor, she arrived just in time to see one of the doors close.

"I'll kill you for real this time, you bitch..." she growled, quickly moving to the door.

Without hesitation, she kicked the door open, making the mare inside gasp. She was about to flick on the light switch before Surprise stormed up to her and grabbed her neck.

"Get over here," she growled, pulling the mare over to the bedside table before grabbing the mare's head. "Bend the fuck over," she added, slamming the whimpering mare's head into the table.

Surprise then pushed the barrel of the gun into the mare's mouth. "I'll fuckin' make you eat so much lead you'll wish I had killed you the first time..."

The purple mare kept whimpering as she stared wide-eyed at her attacker, waiting for the gun to go off and paint her bed with her brains. Surprise's eyes narrowed as she looked her over.

"Wait..." she muttered, reaching up with her free hand and clicking on the bedside lamp. It was then she realized the mare was not who she thought it was. Similar mane but most definitely a different mare. "Shit..." the white mare sighed, pulling her gun out of the mare's mouth.

"Are you alright?" Came a voice.

Surprise let out a startled gasp and spun around to see Bit. "Oh... You... Um... Yes... Yes, I am..." the white mare said before looking down at the scared mare again.

The purple mare stared up at her, still wide-eyed in shock, expecting to be dead by now. Surprise holstered her gun before gently putting her hand on the mare's shoulder.

"What's your name?" She asked calmly.

"A-Amethyst..." the mare whimpered.

Surprise nodded and patted her shoulder. "My bad..." she said, before turning around leaving. "Let's go," she said as she passed Bit.

The green mare eyed the traumatized purple mare before leaving as well.

The Next Morning...

AJ sat up in the driver's seat of the tank and interlocked her fingers, cracking her joints before grabbing the controls.

"Let's fucking do this..." she said with a wide green, making the tank roll back onto the street.

"Where we striking first?" Asked Pinks, pulling out her gun and ejecting the mag to check her ammo.

AJ just shrugged. "Let's find some place crawling with Apocalypse and shoot their shit."

"Sounds like a plan," the pink mare cooed, sliding the mag back into the gun.

Chrysalis peeked out of the alley at the bank. "There it is," she said as Sunset came up next to her.

"The Apocalypse took it over?" Asked the orange mare.

"Something about them hacking into everyone's bank accounts..." Chrysalis explained as the van was still parked out front.

"Bank accounts?" Asked Sunset, eyeing the building. "That's a shit-ton of money..."

"My money," the Changeling replied. "My gang's money-- My..." She quickly stopped talking as her gaze fell to the ground. "M-My children's... money..."

Fluttershy came up behind the queen and gently wrapped her arms around her, gently nuzzling her back. Sunset watched them as she thought back to the fight where it was everyone versus Elementals.

Chrysalis placed her hand on Shy's as she looked over her shoulder. "No one fucks with my money..." she said, before changing her form into that of Byte.

Fluttershy let go of her before her ears twitched. "Wh-What's that?"

The disguised Changeling listened carefully before looking down the road away from the bank to see a tank in the distance. "Damn... A tank..."

"A tank?" The orange mare asked, taking a look for herself. "What do we do?"

Chrysalis simply shrugged in response.

Byte's eyelids twitched before opening slowly. Letting out a yawn, she sat up in the front seat of the van and stretched. Rubbing her eyes, she opened the door and got out. It wasn't long before she spotted the tank coming towards her.

Just then, to her surprise, the tank fired and hit the side of the bank.

Letting out a gasp, Byte dove into the van and turned on the engine. As she took off the tank fired again, hitting the road behind the van. The explosion caused the back of the van to lift up off the ground. As it fell back down Byte lost control of the wheel and slammed into a lamp post.

Chrysalis and Sunset eyed each other before stepping out of the alley. The tank slowed to stop before the hatch on top opened. Not long after a pink mare climbed out and smiled, waving at them.

"Sunset!" She called, before the Changeling changed back. "And Chryssie!"

"Pinkie?" Asked the orange mare. "Anyone else with you?"

"Me and AJ!" Pinks called back.

Fluttershy smiled as she left the alley, too. "Our group just got larger," she said as she saw Pinkamena.

Surprise stared at the ceiling as Ginger lap atop her, both nude in their bed at the mall. The brown mare let out a yawn before lifting her head to look the white mare in the eyes.

"Did you get any sleep?" She asked.

Surprise eyed her and exhaled through her nose. "A bit..."

"What's wrong?"

Surprise hesitated before looking up at the ceiling again. "I thought I saw... Twilight..."

"Twilight?" Asked the brown mare, rubbing her eyes as she was still waking up. "Didn't you kill her?"

"I did, yes... But, she's still haunting me..."

"You'll get over it, eventually..." Ginger said with a smile. "Just give it time... You did just kill her... It's still fresh in your mind."

The white mare kept silent before smiling. "Yeah, I suppose you're right..."

Just then Bit came running into the department.

"Ma'am!" The green mare yelled. "Someone's attacking the bank!"

Surprise went wide-eyed and sat up, making Ginger sit in her lap. "What?!" She yelled.

"Byte's there!" The mare said, backing out of the department. "I-I have to..." she started before taking off, looking more worried than she's ever looked before.

Surprise growled before looking at Ginger. "Looks like we got work to do..."

Rainbow Dash got to her feet and ran to the end of the alley her group was in, spotting a plume of smoke in the distance.

"Anyone else here that?" She asked.

"Hear what?" Asked Lightning Dust.

The cyan mare turned to look at them. "An explosion. At the bank."

This got Kyra's attention as she looked up at her. "The one my gang robbed before?"

Dash nodded and looked at the smoke again. "Looks like it."

"That's not that far..." Kyra replied as she got up and walked over to Dash. "What if it's some of ours striking back?"

Rainbow eyed her before nodding. "We should check it out... This could be our chance... Spread the word..." she added, looking at Kyra.

The red mare nodded as she left to get the others ready.

The tank fired at the front of the bank again as Pinks cheered loudly.

"Come on, ya fuckers!" She yelled, firing at the front door as Apocalypse members ran out.

Sunset pulled out her gun and fired at them, too. "Not so tough when we have the tank, huh?" She asked as she managed to kill a couple escaping Apocalypse members.

Soon, they stopped coming out. Probably realized they were safer inside. After the enemy gang members had been dealt with, Chrysalis and Sunset began walking towards the bank, guns out in front of them. Behind them, AJ made the tank roll forward as they closed in on the bank.

"This seems too easy..." Sunset pointed out as she looked around.

Chrysalis eyed her when she spotted two vans approaching in the distance. "You just had to say that, didn't you?" She asked, before taking cover behind a nearby car.

Sunset followed suit when a stallion leaned out of one of the vans and fired at them with a machine-gun.

"They have autos!" The Changeling yelled.

The pink mare's ear twitched as she turned to look behind her. Letting out a gasp, she saw two more vans coming up behind the tank.

"We'll be overwhelmed in no time!" She yelled.

AJ looked over at her before turning the turret around. "Sunset and Chrysalis can handle the others... Ah got these ones..." she said, smirking as she fired at the tanks.

The one on the right exploded in a fireball but the second one kept coming.

The first two vans parked a block down the road as the backs opened and out came seven mares and stallions from each one, totaling 14.

"Why can't we ever have the autos?" Sunset muttered as she quickly popped out and fired at one, killing him before the others began firing at her.

Letting out a gasp, she ducked back into cover as Chrysalis looked over at her.

"You get hit?" She asked.

Shimmer shook her head. "No! But, it was close!"

"Even with the tank, we're outnumbered!" Chrysalis called out. "Perhaps this was a bad idea..."

"It wasn't ours!" Sunset pointed out with a light chuckle.

AJ aimed the turret towards the other incoming van and fired. The driver, however, managed to swerve to the side and avoid a direct hit. Instead, the explosion knocked the van to the side into a parked car. Pinks smiled and climbed back into the tank, picking up one of the machine-guns that the previous occupants had.

She then climbed back out and began running down the back of the tank, jumping off and landing on the pavement.

"Come on, fuckers!" She yelled, cocking the gun. "I'm ready for ya!" She then raised her gun and began firing towards the van.

The seven in the van began to get out, though the pink mare managed to take out 3 before the others smartened up and took cover behind the van.

"Idiots..." the pink mare said with a smirk as she reached up and patted the tank turret.

She then climbed back ono the tank as it fired, blowing up the van and the four Apocalypse members that were using it for cover. As she was about to climb back into the tank a familiar white mare dropped down from aa nearby rooftop, landing on top of the tank before kicking the pink mare in the face.

Pinks let out a grunt as she landed on the back of the tank before looking up at her attacker.

"You fucking Elementals..." Surprise growled, fists clenched tightly. "You're like cockroaches," she said as she jumped down next to the pink mare. Pinks attempted to kick her but the white mare blocked it with her arm before kicking her hard in the side. "You refuse to die..."

She then grabbed Pinks by the collar of her shirt and lifted her to her feet. "But, like with any good bug... all you gotta do... is squash 'em..." she cooed, before throwing the mare at the turret.

The pink mare let out a grunt before rolling off the tank and onto the ground. Surprise was about to go after her when her ear twitched. She quickly spun around to block a punch from Applejack.

"You made a mistake showing up here, Surprise..." the orange mare said with a scowl.

"How?" Asked the white mare. "I'm stronger than all of you..." She then kneed the are in the stomach, making her stumbled back.

The white mare then threw her own punch but AJ managed to grab her fist with a grunt. Surprise smirked and attempted to knee her again. This time, though, AJ was ready and blocked it with her fist. Afterwards, Surprise pulled back and threw a few punches, AJ using her palms to deflect them all before kicking the white mare in the chest.

Surprise stumbled back and chuckled. "Not bad, AJ..." she said before she felt a hand grab her ankle.

Letting out a growl, she looked down to see Pinks holding her legs in place. Looking back at the orange mare, she received a few punches to the face before grabbing AJ's fists and pulling her close. She then slammed her forehead into AJ's before grabbing her by the neck and throwing her off the tank.

As AJ hit the pavement hard the white mare slammed her foot into the pink mare's hand, making her gasp in pain and let go. Surprise then threw her foot backwards, kicking Pinkamena in the face and knocking her over,

"You two are pathetic..." Surprise said with a chuckle. "You can't beat me..."

Just then the sound of a load of gunfire could be heard near the bank. Whipping around, Surprise saw bullets flying as Rainbow Dash's group appeared, helping kill the remaining Apocalypse members.

Growling through clenched teeth, Surprise looked down at AJ and Pinks. "This isn't over," she said, reaching into her inner jacket pocket and pulling out a hand grenade.

Pulling the pin, she dropped it into the tank and jumped off. The pink mare went wide-eyed and grabbed AJ by the arm, the two scrambling to get away before the tank exploded. The force of it sent both mares tumbling across the pavement.

"Ah, fuck..." AJ grunted, rubbing her forehead before looking back at the burning tank. "She got away..."

Pinks sat up and coughed. "Don't worry, AJ... We'll kill her eventually..."

"But the tank..."

Applejack nodded and sighed. "We don't need it..." she said as she stood up, reaching a hand out to help Pinks up as well.

Bit opened the door of the crashed van and gently pulled out an unconscious Byte. "I got you..." she said softly, cradling the mare in her arms before carrying her to her car.

Once the fight had ended and all Apocalypse members were dead, the Elementals gathered in front of the bank.

"Looks like the gang's all here..." AJ said with a smile.

"Apart from a few of us..." Rainbow pointed out.

"If Surprise has Malice, who's to say she doesn't have more of us?" Kyra pointed out. "Maybe Cadence and Shining Armor and Gilda..."

Rainbow's expression suddenly turned sad as she looked worried. "Hopefully... Them and Celestia and Luna..."

Kyra nodded as AJ walked over to Flora, who had been silent since all this started.

The orange mare then leaned in and hugged her. "I'm glad to see yer alright..." she said, getting no response from the mare.

Midnight watched them before the group suddenly heard a crackle over the loudspeakers Surprise had set up around the city.

"Elementals..." came Surprise's voice, echoing through the streets. "It appears more of you have survived than I thought... and I can not allow this to continue. Come to the mall... turn yourselves in... or I will kill Twilight's brother and sister-in-law..."

Rainbow gasped before looking at the group. "How can we know if she's telling the tr--"

"I am also aware that you probably want proof I have them..." Surprise said before the sound of struggling could be heard. "Fucking say something..." There was no reply. Just then there was the sound of a loud slap and a yelp. "SAY SOMETHING!!!"

"Leave her alone!" Came Shining Armor's voice.

The group gasp as Rainbow Dash clenched her hands into tight fists.

"It would be wise to turn yourselves in... Because I might turn my attention to Twilight's pets afterwards... if you do not... Have a nice day..."

After the announcement ended, the Elementals all looked at each other.

"Rainbow?" Asked AJ, sounding concerned. "What do we do?"

The cyan mare eyed her and shook her head. "Not much choice... We turn ourselves in... She might keep us imprisoned with the others..."

"That's a pretty big might..." Midnight pointed out.

"It's still a better option than all of us dying..." Dashie said before hesitating in thought. "Besides, once we're in the mall... maybe we'll get an opportunity to start some shit," she said with a smirk.

The Mall

View Online

Rainbow Dash looked down the road at the mall. "Everyone ready?" She asked, looking back at the others.

No one said a word, looking uncertain. It was apparent that none of them had any hopes this plan would work.

"I know there's no choice..." Midnight started. "But, this feels... wrong... All the things we've been through... All the effort to get this far... If we turn ourselves in, it would've been for nothing, right?"

"If we don't turn ourselves in... she'll kill them," Dash reminded her. "Cadence, Shining Armor, Gilda, Aqua, Azure, Diamond, Collie... All dead. At least, this way, there's a chance. Plus, it gets us inside."

The black mare hesitated before nodding. "I suppose that makes sense..."

Surprise stood in the café located at the top of the main escalator, eyeing her captives. Cadence and Shining Armor both had a magic suppressing ring on their horn to prevent them from using magic. With them was also Gilda and Twilight's pets, all with their hands tied behind their back.

Shining eyed his wife, who had a large red mark on her cheek from where she was slapped. Ever since then, she was completely silent.

"Are you still gonna kill them?" Asked Bit, walking over to her.

The white mare eyed her and shook her head. "I already told myself I'd let them live if the others turned themselves in... If I lied to myself, who could I trust?"

"That's an... interesting philosophy," Bit replied with a light smile.

Surprise gave her a smirk. "If the others turn themselves in, they'll be imprisoned... but spared. If not... everyone dies. Now, where are they?"

Bit shrugged. "I didn't see them when I came up..."

"Well, they'd better get here soon or I'll have to make a mess of the nice floor..."

The green mare nodded and headed back towards the escalator. "I'll keep a look out," she said as she stepped on the moving stairs.

"Oh, Bit?" Asked the white mare, looking over at her.

Bit looked back at her and tilted her head as she was brought lower and lower. "Yes?"

"How's Byte?"

The green mare smiled. "She's fine... Thanks..." She then disappeared out of sight as the escalator brought her down to the first floor.

Surprise then looked back at the captives, pulling out her gun. "You better hope they show before I get bored..."

"Why are you doing this?" Asked Aqua, who looked rather nervous. "Y-You said we could l-live..."

The white mare smiled and walked over to her, kneeling down. "That was before your friends forced my hand... If it's any consolation you and the other pets will be killed last... Gives you a better chance of surviving."

Aqua hung her head and sniffled, thoughts of dying flooding her head. Not something she was particularly fond of thinking about. The white mare smirked and gently stroked the mare's head.

"If you'd like I could keep you company until the end," Surprise cooed, leaning in.

"Leave her alone!" Gilda shouted.

The white mare's eyes narrowed as she looked over at the griff. "What's the matter?" She asked darkly as she moved over to Gilda. "Feeling left out?" She then grabbed the griffin's neck. "We all know how you like it rough..."

"I'm not... afraid of you..." Gilda choked out.

Surprise smirked and stood up, moving to the escalator. "Bit!" She called out. "Do you see them yet?!"

The green mare looked up at her before looking out the front door. "I don't see them!"

The white mare let out a sigh. "Shame..." she said as she turned and headed back to the griffin. "I'm bored..." She then pulled out her gun and knelt down. "Open wide!" She growled, punching her in the stomach hard.

Gilda let out a screech of pain, eyes clenching shut before she felt the barrel of a gun forcefully enter her beak.

"Any last words?" Surprise asked with a grin. Gilda simply glared at her, making the white mare chuckle. "Oh, right... You have a gun in your mouth... My bad... I guess no speech for you..."

As she was about to pull the trigger, she heard Bit's voice.

"They're here!" The green mare called. "I see them!"

Surprise's eyes slowly narrowed before she pulled the gun out of Gilda's mouth.

"What's wrong?" Asked the griffin. "Upset you couldn't do it?"

The white mare growled before pulling her hand back before back-handing Gilda across the face as hard as she could. The griff let out a screech as Surprise stood up and holstered her gun.

"You'll soon learn to shut that beak of yours..." she said darkly before moving to the escalator.

As she stood on the moving stairs, a few of the Apocalypse members opened the front doors and let in Rainbow Dash and the others.

"Ah, girls!" Surprise said with a wide smile, holding her arms out as she was lowered on the escalator. "Welcome!"

Dash looked over her shoulder before looking around at all the enemies with machine-guns and shotguns. She then turned her gaze to the descending white mare, stopping in front of the escalator. When she did, Surprise stepped off and stood directly in front of her.

The white mare smiled and stared Rainbow in the eyes before looking up at he large ceiling window. "Mmm... Nice view, isn't it?"

Rainbow hesitated before looking up. "If you like the sky," she said, before looking at Surprise again.

The white mare smiled and leaned in. "How badly... do you want to kill me?"

Dash's eyes narrowed. "Very..."

"And how does it feel..." Surprise continued, beginning to circle the mare. "to be this close... and unable to do a thing?"

Dash looked over her shoulder at her. "Don't push me..."

Surprise smirked and grabbed the mare's ass, making Rainbow flinch as the white mare leaned in close to her ear.

"Try anything and you'll all die..." the white mare cooed. "Do nothing... and you'll live..." Dash clenched her fists in anger as she felt the mare slip her hand into her pants. "Mmm... Nice ass..."

"Enjoy it while you can," Rainbow growled through her teeth.

Surprise smirked before looking over her shoulder at Kyra. "Oh! I have a present for you!" She sang, before snapping her fingers.

After she did, Bit nodded and left the area.

"A present?" Asked the red mare, raising her eyebrow. "What sort of present?"

"Oh, it's a... surprise..." the white mare cooed as she slid her other hand up Dash's shirt.

Rainbow's fists clenched even tighter as she felt Surprise's hand on her left breast. Right when she thought she would strike back, Bit returned... holding Malice's hand.

Kyra let out a gasp and went wide-eyed. "Sweetie?!"

The girl gasped and pulled her hand away from the green mare, taking off towards the red mare. "Mommy?!"

Bit raised her hand and the girl was engulfed in green magic, struggling to free herself and failing.

Surprise let out a low growl and pulled her hands off the cyan mare, turning to face the girl. "What are you doing? I thought you were with me!"

"She's my mom!" Malice yelled, before letting out a gasp upon the realization that she just blew her cover.

"But, she can't protect you like I can," the white mare said, pointing at her leg. "Remember what happened when she took you on the bank heist job?"

"I don't care about my leg! I just want my mommy!"

Surprise narrowed her eyes once more and sighed. "Fine. Then, you'll be locked up, too..."

Kyra smiled lightly, hearing that even though they'd be locked up... they'd be locked up together. Surprise eyed her and let out a scoff. "Separately... This'll be the last time you ever see each other until our plan is complete!"

Kyra and Malice both went wide-eyed as Bit took Malice by the shoulder.

"No!" Malice yelled as Bit began pulling her away.

"Sweetie!" Kyra cried, tears running down her face.

"Cut the drama!" Surprise yelled, grabbing Dash by the shoulder and shoving her back towards her group. "Get her out of here!" She yelled, looking at Bit.

The green mare nodded as she kept pulling the girl away. In her flailing, however, Malice managed to kick her in the leg. Bit let out a grunt of pain as Malice saw this as an opportunity and took it, quickly turning around and punching her in the stomach.

"Fuck..." Bit grunted as Malice took off towards her mom.

Surprise let out a yell and pulled out her gun.

"No!" Yelled Kyra, fearing the worst.

Instead of shooting, Surprise threw her gun at the girl's legs, making her trip and fall to the floor with a grunt. The white mare then walked over to her and grabbed her by the neck, lifting her up off the floor.

"What the fuck is wrong with you?" She asked. "We could've been something and you had to throw it all away for a mother who has failed to protect you at every possible moment..." She then eyed Bit, who had finally recovered.

"L-Let me... g-go..." Malice whimpered, choking.

"Of course..." Surprise said, before throwing her at the green mare.

Bit let out a gasp of surprise and used her magic to catch the girl, pulling her close. "GET HER OUT OF HERE!!!" Surprise yelled. "I'LL PUNISH HER LATER!!!"

Bit nodded and began pulling away a crying girl as Kyra's face was stained with tears.

"NO!!!" The red mare yelled. "LEAVE HER ALONE!!!"

"SILENCE, OR I'LL GUT YOU HERE AND NOW!!!" The white mare shouted. Just then there was a low rumble and an explosion outside. "WHAT THE FUCK WAS THAT?!"

Right after she asked that the window above her shattered and glass rained down.

"Shit," she grunted, diving out of the way as the glass hit where she stood. She then stood back up and growled. "WHAT THE FUCK IS HAPPENING OUT THERE?!" She then looked up and saw a figure standing on the roof, looking down at her through the broken window. "Who the f..." She then remembered the one mare who was unaccountable for. "Rogue..." She growled. "THAT YOU, ROGUE?!" She yelled. "THINK YOU CAN FUCK WITH ME??!!! WHY DON'T YOU COME DOWN HERE AND FIGHT INSTEAD OF HIDING LIKE A PUSSY??!!!"

The figure hesitated before dropping a rope down. Whoever it was then grabbed hold of it and slid down. Surprise watched the figure get closer and closer before going wide-eyed and taking a couple steps back.

"No..." she gasped as the figure landed in front of her.

Rainbow took a step forward, her and the others all going wide-eyed. Midnight ran passed Dash but quickly stopped before she got to far from the group.

"T-Twilight?" She asked, tears starting to run down her face.

The purple mare kept glaring at Surprise as the white mare shook her head.

"No..." Surprise growled. "Impossible..."

Revenant

View Online

BANG!!!

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!!!"

"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.

"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!"

Surprise looked out the window of the car as Dune drove them back towards the mall. "I have a stop I gotta make before we head back..."

Dune eyed her. "As you wish, boss..."

The white mare pulled out her cell phone and dialed. It didn't take long before she got an answer.

"Bit," she cooed. "Have they disposed of Twilight's body yet?"

"Yes, ma'am. Some of the boys just left to dump her off at the, uh... Well, the dump."

Surprise smiled and looked out the window. "Good... Today's the day the dump incinerates all the trash so Twilight is no longer an issue..."

A red and black van pulled up to the dump as a stallion climbed out of the passenger seat. He then went around back and opened the van's back doors. Once open, he pulled out Twilight's body and carried her over to a pile of trash before tossing her onto it.

"Good riddance..." the stallion muttered with a smirk before turning and heading back to the van.

Once he was back in his seat and the driver drove off Twilight let out a loud of pain, tumbling off the trash pile. Landing on the ground with a grunt, she held her bleeding forehead and released another pained scream, tears running down her face.

After taking a few deep, shuddery breaths, she lit up her horn and grunted through clenched teeth. After about a minute, the bullet left the hole in her forehead and flew into her hand. She then curled up on the ground, blood trickling from her forehead as she clenched the bullet in her hand.

Once she had recovered slightly, she shoved the bullet into her pocket and found a piece of cloth in one of the trash piles. She quickly took it and ripped a strip off before tying it around her head. She then kept searching until she found a discarded cloak.

Near the cloak were other discarded clothing. Twilight let out a groan and held her forehead before grabbing the clothing and changing into them. Now, she wore a dirty, ripped blue shirt and torn red skirt. Afterwards, she pulled on the cloak before walking away from the dump.

Rogue opened her eyes and rubbed her head before she saw a nurse rush by with Dawn on a stretcher, followed closely by May and Trixie. Letting out a groan, she sat up before hearing the mares talk in the next room.

"We got company..." Trixie said.

"You should go..." May replied.

Rogue raised an eyebrow and walked over to the wall, pressing her ear to it.

"My sister is all I have..." May continued. "I have to stay with her. But, you? You need to get back to Lightning..."

There was a brief moment of silence before Trixie could be heard again. "Good luck..."

"You, too..." May replied softly.

Rogue soon heard the sound of running footsteps before she quickly moved to the doorway, looking out. She managed to catch a quick glimpse of Trixie as she disappeared into the stairwell. She then ran over to her window and looked out, seeing Apocalypse gang members enter the building.

"Shit," she muttered. "What the hell's happening to this city?" She asked herself before opening the window.

Looking out and to her left, she saw a drain pipe and then a fire escape staircase. Taking a deep breath, she climbed out onto the ledge before leaping onto the pipe. She slipped a little as a pain shot down her arms. She managed to regain her grip just in time.

Taking a moment for the pain to go away, she used every ounce of her strength to climb up the pipe with just her hands. When she was about halfway up, she looked over at the fire escape, getting ready to jump. Without much hesitation, she finally leaped off the pipe and landed on the stairs with a grunt of pain.

Laying on the stairs, she held her leg and groaned. "Dammit..." she muttered, wincing slightly as she slowly got to her feet.

The pain from her encounter with Twilight was still coursing through her body as she had to use the railing to help herself up the stairs. When she finally made it to the top, she stumbled onto the roof with a grunt. After taking a few more deep breaths, she turned and looked over the edge as she saw another red and black van pull up outside the hotel.

"What the hell's going on?" She asked.

"You were used..." came a voice from behind her.

Turning around, Rogue let out a soft gasp when she saw Twilight. "Twilight? What are you doing here?"

"Recruiting," the purple mare said as she walked up to the black mare and stood beside her, looking down at the vans.

"Recruiting?" Asked Rogue. "For what and why would I help?" She then looked at what Twilight was wearing. "And, why the hell are you dressed like a bum?"

"A lot has happened..." the purple mare said, before looking at Rogue. "Surprise has taken over the city and used all of you to do it..."

"What?" Asked Rogue, sounding rather disappointed. "I was told we would all rule the city and that it would belong to all of us..."

"Perhaps if Chrysalis were in charge... however Surprise was the one who set Chrysalis up to begin with... So, if you won't help me to help me... then help me so that Surprise can pay for what she's done..."

Rogue tilted her head before crossing her arms with a slight wince. "Mmm... I guess..." She then thought for a moment before eyeing Twilight. "Where's Chrysalis?"

Twi shrugged. "Not sure... Everything sort of went dark after I was shot in the head."

The black mare went wide-eyed. "You were... shot in the head?"

The unicorn nodded and held her bandaged forehead. "I had a split second to deflect the bullet when the gun's muzzle flashed... Unfortunately, I didn't stop it in time and it went through my skull and grazed my brain... Though, I suppose it could be worse..."

"Fuck, Twilight, you need a doctor..." Rogue gasped, before looking down at the building they were standing on. "Oh..."

"No time for a doctor!" Twilight growled. "Surprise has to pay for what she's done!" Rogue seemed taken aback by the mare's sudden outburst. Twilight's expression soon softened before she felt a pain in her forehead. "Mmm... I guess I do have a side effect..."

Rogue hesitated before placing a hand on Twilight's shoulder. "You know, technically... I do owe you for all those times you visited me in the hospital..." she said with a smile.

Twi smiled back and nodded. "Like when I bathed you?" She asked with a smile.

Rogue kept smiling before taking a step back. "So, what's the next move, boss?"

Twilight chuckled and looked down at the street. "Recruit more help..."

"Any ideas on who to get?" Asked the black mare.

Twilight thought for a moment before smiling. "Oh, I have a few in mind..."

Recruitment, Part 1

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A black-grey pegasus looked out her living room window, watching a tank roll by. "What the hell's going on?" She asked in a somewhat deep, intimidating voice.

"What's that noise?" Asked a dark blue unicorn mare in a soft, gentle voice. "It sounds like a..."

"Like a tank?" The darker mare asked before turning to face her. "Good thing we decided to hang out before all this started..." she said with a smile as she went over to the couch, sitting down beside the unicorn.

"What's happening, Blade?" The unicorn asked, sounding slightly worried. "Why is there a tank out there?"

Blade put her arm around the mare and smirked. "Don't worry about it... You're safe with me around." Just then they heard a noise from upstairs. Blade looked up before looking at her friend. "Wait here," she said before getting up from the couch.

She quickly moved to the stairs, listening as she heard the shower turn on. Eyes narrowing, she crept up the stairs and slipped into her bedroom, moving to her closet in one single motion. It was as if she was gliding across the floor.

Opening her closet, she pulled out two kukris, holding the left one upside-down before slipping out of her room and moving to the bathroom. Upon slowly opening the door, she saw a purple mare she did not recognize undressing. She smelled like a dump and didn't look too intimidating. Also, she was now naked so she didn't have any weapons.

As she was reached into the shower to test the water, Blade received a nice view of her backside and grinned. She then swooped in behind her and pushed her against the wall. Twilight let out a grunt before she felt a blade against the back of her neck.

"I don't know who you are but you broke into the wrong house..." she cooed, before tossing her the kukri in right hand aside.

She then gripped the mare's ass, making Twilight gasp.

"Oh, you're a frisky one..." Twi said with a chuckle.

Blade quickly moved her hand to her pants and began unzipping them. She then pulled out her thick, 10-inch cock.

Twilight looked over her shoulder and smiled. "You have one, too?"

Blade gripped her cock, ready to ram it in when she stopped and eyed the mare. She then reached around and felt the mare's crotch, feeling her thick purple cock.

"Who the hell are you?" Asked Blade, moving her hand back to her own cock.

"Twilight Sparkle..." the unicorn replied with a smile. "Are you gonna take me?"

"You bet..." Blade said with a smirk as she rammed her cock into the purple mare's pussy.

I let out a loud gasp of pleasure and smiled, biting her lip as she felt Blade begin to ram her hips into her own quite roughly. Twilight closed her eyes and let out grunts as she was fucked rather roughly. Blade reached around with her hand and gripped Twilight's left breast.

"I sure wasn't... expecting this..." Twilight moaned as she felt her breasts being fondled.

"Oh, what were you expecting?" The dark pegasus mare asked.

"Well, I... came to ask for your he-elp..."

"Why would I help someone who just broke into my home?"

"In my defense... I only broke into your home to use your shower..." Twilight moaned, looking over her shoulder. "I was sort of... left for dead at the dump... and I would love it if you'd let me use your shower..."

Blade's eyes narrowed before she pulled out and pushed Twilight towards the shower. "Get in..."

The purple mare nodded and stepped inside, smirking before she felt Blade enter behind her.

"Now, lay down..." Blade ordered, grabbing the back of Twilight's neck.

Letting out a chuckle, Twilight laid down on her back, letting the water hit her body before Blade straddled her. Aligning Twilight's cock with her own pussy, she let herself drop down on it with a moan. Twi let out a moan of her own before Blade began to furiously ride the unicorn's cock.

"So fucking big..." The pegasus moaned as she repeatedly lifted up and then slammed back down.

Blade had her hands on Twilight's breasts, causing her arms to squish her own breasts together as she rod the mare's dick. After a little while longer, the darker mare let out a loud grunt as she shot a huge load of cum into Twilight's face, completely covering it before Blade felt her pussy fill up with Twi's cum.

"Oh, fuck..." the pegasus moaned out, feeling the combination of being filled up and ejaculating.

Twilight smiled and licked her lips as she watched the pegasus pant heavily. Then, something caught her eye. The mare had yellow eyes which appeared to look different than a normal pony's.

"You have very unusual eyes for a pony..." Twilight pointed out.

"That's sort of... what happens when you're a... quarter bat pony..." She panted. "Now... g-get out of my--"

"Bat pony?!" Asked Twilight, eyes lighting up. "Oh, I have got to study you later!"

"The fuck is wrong with--"

"So, how 'bout it?" Twi interrupted. "If you help me... you'll be... helping to save this city. Not to mention the... combat and all those you could kill with... those blades of yours..."

"They're called kukris and... you are telling the truth, yes?"

"Of course... You saw that tank out there, didn't you?" The purple mare asked. "There's a few of them across the city and they work for Surprise... She's the one in charge..."

"And, why should I believe all of this? How do I know you're not the one behind all this?"

The purple mare chuckled. "If I'm lying I'll let you kill me..."

Blade hesitated for a bit before sighing, getting off the unicorn and standing up. "If you really are trying to save this city... then I'll help... But, if you are lying I will kill you..."

Twilight smiled and gave a single nod. "Great..." She said as she got to her knees and took the mare's cock in her hand. "Now, let's finish cleaning up..." she cooed as she licked up from the mare's balls to the tip of her dick.

"Oh, damn..." Blade muttered as she leaned against the side of the shower.

A gray unicorn stallion wearing a gray trench coat with red and green lining was walking down the sidewalk before a couple red and black vans sped passed. He stopped moving and watched it turn right at the next intersection.

"Did I miss something?" He asked.

"Apparently quite a lot..." a black mare said as she stepped up next to him, watching the vans drive out of sight. She was wearing slightly torn, skin-tight, black spandex pants that went down to her ankles. She also wore a shirt, also slightly ripped, with sleeves that went down to her wrists. On her hands, she wore thin gloves of the same material as well as thin, knee-high black boots. Around her waist was a belt that held a large knife as well as two empty gun holsters on the back.

The stallion eyed her up and down with his heterochromatic eyes; one red and one green. "Do you know something I don't?" He asked, turning to face her. It appeared that the mare's look peaked his interest.

The mare eyed him and smiled. "A bit..."

"Like what?"

"Like those vans belong to a mare who's taken over the city..." The black mare explained. "I'm with a group who's gonna save the city... And, we could use some help. Can you fight?"

The stallion smirked and crossed his arms. "Who are you?"

"Name's Rogue," the mare said, holding out her hand.

The stallion took it and the two shook hands. "I'm Crimson Clover... And you bet your ass I can fight..."

A light gray unicorn mare and light gray pegasus stallion were seated at a table at the outside café. They had their chairs side-by-side as they drank their drinks. The stallion had blonde, mid-length hair and short tail with a red streak while the mare had long hair and tail of the same colors.

The stallion was wearing a zip-up white hoodie, a gray shirt, and black jeans with a belt. The mare was also wearing a zip-up hoodie but hers was pink and a little larger and she, unlike the stallion, had her hood on. She was also wearing a blue shirt and blue jeans.

When they were about to finish, a cloaked mare sat down at their table. "Hello, there..." she greeted with a smile.

The mare leaned in close to the stallion as he eyed the newcomer.

"Who are you?" He asked, eyes narrowing.

"Name's Twilight," the cloaked mare replied. "I need your help..."

"Our... help?" The stallion asked, confused.

"Not sure if you've noticed but this city is under siege..." Twi explained. "I'm putting together a group of fighters to help take this city back..."

The stallion looked at the mare beside him before looking at Twilight again. "My sister isn't much of a fighter, but she can hold her own..." He hesitated for a moment before leaning back in his seat. "You're really putting a team together to help save the city?"

Twilight smiled and nodded. "You're the third one to ask for clarification... But, yes."

"How many have joined you?" The mare asked somewhat softly.

"I've recruited two but I have another helping me recruit others... So, what do you say?"

The mare and stallion eyed each other before the mare spoke up. "Well, as long as we can stay together, we'll help," she replied with a smile.

"Good..." Twilight said as she leaned in slightly. "So... What do I call you?"

"I'm Blitz Shot," the stallion replied. "And, my sister is Mirage Shot."

The mare waved hello as Twilight nodded.

"Well... welcome to the resistance," the purple mare said with a light chuckle.

A light, mint green unicorn mare was walking down the sidewalk when she was pulled into an alley by an Apocalypse stallion. He had his hand over mouth and his other arm around her waist, holding her from behind.

"Hey, babe..." he cooed. "If you're quiet and do as you're told... I'll talk with my boss and see if I can have you spared..."

The mare's eyes narrowed before lunging backwards, slamming the stallion into the side of the building. He let out a grunt, letting go of her before she elbowed him in the face. She then turned to face him and backed away. As he started to lunge at her she kicked him in the chest, making him drop to his knees. She then kicked him in the head and knocked him out.

Hearing a noise behind her, she whipped around and threw a punch, having it caught by a black mare wearing all black.

"Calm down, girl," the black mare cooed.

The unicorn's breathing returned to normal before pulling her fist away. "Who are you?"

"I'm Rogue..." the black mare replied. "My... boss... is putting a team together to help save this city from, uh... the same kind of scum who just tried to rape you..."

The unicorn looked back at the unconscious stallion before looking at the mare again. "There's more of him?"

Rogue nodded. "Tons more... They call themselves the Apocalypse... and their leader is some mare called Surprise..."

"If what you say is true, then I'll gladly help..." the unicorn said as she punched her left palm with her right fist. "This city doesn't belong to scum like this..."

Rogue smiled and nodded, walking over to the downed stallion. "So, what do I call you?" She asked, pulling out a knife from her belt.

"Mocha," the unicorn replied. "Chai Mocha..."

"Mocha, huh?" Asked the black mare before stabbing the stallion in the head, before pulling the blade out and wiping the blood off on the now dead stallion's clothes.

Chai watched her stand up before smirking. "So, when do we start?"

Recruitment, Part 2

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A vibrant dark green pegasus mare sat down in the steam room of the city's spa, letting out a sigh as she closed her eyes. Her hair was long, black, and straight with a green stripe down the middle. Part of her hair hung down over her right shoulder. After a couple minutes, she heard the door open and close. Opening one eye, she saw a purple unicorn mare walking towards her.

"Hello," the unicorn cooed, sitting beside her on the bench.

The pegasus eyed her and smiled. "Hey..."

The unicorn let out a sigh. "Crazy out there, huh?"

The green mare let out a soft chuckle and leaned back against the wall. "At least they aren't making us stay indoors..."

"What if we took the city back from them?"

The green mare sat up and looked at her. "Who are you?"

The purple mare smiled. "Twilight Sparkle... You?"

"Bolt Strike..." the pegasus replied. "What do you mean by... take the city back?"

Twilight smirked. "I'm putting a team together... We're gonna take this city back... And I could use your help..."

Bolt hesitated in thought before shrugging. "Hey... It's something to do, right?" She asked with a smile.

Twilight nodded. "Sure is," she said, leaning back against the wall, her towel parting slightly near her waist.

Bolt eyed her and noticed part of her cock as visible under the towel. "How, uh... How many have joined so far?"

Twilight followed her gaze and smirked. "Five... One of them is recruiting for me so add in the ones she recruits..."

Bolt nodded as Twilight slowly used her left hand to pull the towel apart slightly, revealing her tool.

"That's, uh... quite the group you got..." Bolt said, focusing too much on Twi's crotch.

"Something catch your attention?" Asked the purple mare.

The pegasus eyed her and chuckled. "Sorry, but... I-Is that real?"

Twi smirked and nodded. "Oh, yeah... You can touch it if you want..."

Bolt eyed her before looking back at the rod. She then slowly reached out and gripped the shaft, feeling it grow rock hard in her hand. "Oh, wow..."

Twilight smiled and put her left arm around the mare, scooting closer. "You like?"

The pegasus nodded and began to move her hand up and down, giving Twilight a gentle handjob. The unicorn let out a soft coo before Bolt looked up at her.

"Shouldn't you be... recruiting others?" She asked, still stroking the cock in her hand.

"I think I have time for a quick handjob," Twilight replied with a wink.

Bolt smiled back before looking at the dick again. "You know... I've seen some things on the street... like brawls and alley fights and whatnot... And I think I can help you with the recruiting..."

Twilight raised an eyebrow before smiling. "Oh?" She asked, sounding very interested. "Then, in that case, I think we can go a little further..." she cooed, using her right hand to open her towel all the way and letting it fall around her. "Since there'd be three of us doing the recruiting..."

Bolt smiled and jerked a little faster as she eyed the purple mare's breasts. "Sounds like a deal..."

"But, I ain't gonna be the only naked one here," the unicorn said as she reached over and undid Bolt's towel, watching it fall around her and expose her body. "Nice..." she said as she reached over with her right hand and gripped the green mare's left C-cup breast.

Bolt let out a soft moan as she kept stroking the purple dick. Both mares were sweating quite profusely from the heat of the steam room and the heat of the moment. Bolt then got to her knees between Twi's legs and leaned in, giving her shaft a sniff. She then stuck out her tongue and licked up from the base of the shaft to the tip.

Twilight let out a moan and closed her eyes as she felt her shaft get licked over and over. Soon, the green mare moved a little lower and began licking away at the dark purple testicles.

"S-So, these... ponies that you know..." Twi began. "A-Are they fighters?"

Bolt eyed her and smiled. "You bet... And, one's actually a griffin..." She then wrapped her lips around the tip and began to bob her head.

"Oh, fuck..." the purple unicorn moaned. "A-A griffin, h-huh?" She asked. "I could use a griffin..." Bolt smiled around the shaft and kept bobbing her head. "Sh-Shit... Get in my lap..."

The green mare nodded and pulled away with a gasp before getting to her feet. She then straddled Twi's lap and aligned her pussy with the purple dick before dropping down.

"Oh, shit!" She gasped, making Twilight tilt her head back in pleasure again.

Twi then grabbed the mare's ass and began to thrust into her while the pegasus began to move up and down. Bolt's wings suddenly shot out as her moans increased. The unicorn ran her right hand up and down the pegasus' sweaty back before grabbing her ass again.

Both panted and moaned loudly before Twilight gave one hard thrust and both mares felt the green pegasus' pussy fill up with cum.

"Mmm... That was good..." Bolt moaned before leaning forward against Twilight's chest.

The purple mare smirked and kissed her on the lips. Bolt kissed back as she breathed heavily into Twilight's mouth, clearly exhausted.

A dark lavender mare was seated on a park bench as she watched a tank roll by. She then sat up straight and looked around, noticing a couple red and black vans driving down the road along with mares and stallions wearing red hooded cloaks.

"What the hell?" She asked, standing up. "What's going on?"

She had long cobalt hair with crimson swirls and had heterochromatic eyes; left being green and the right, blue. She was wearing a black tank top with a skull and cross bones, black cargo shorts, and dark gray running shoes.

"What's it look like?" Asked a black mare, stepping up next to her. "City's under attack..."

"Under attack?" Asked the pegasus, eyeing the mare. "Who are you?"

"Name's Rogue," the mare replied with a smile. "So, tell me... What would you say if I told you I'm part of a resistance group planning on fighting to take the city back?"

"Resistance?" Asked the pegasus. "Have things gotten that bad?"

Rogue nodded. "Now may I ask your name?"

The pegasus hesitated before smirking lightly. "Blood Rain."

"Blood Rain, huh?" Asked Rogue, a smirk appearing on her face. "You a good fighter?"

The pegasus nodded and clenched her fists. "Just show me who to punch."

The black mare let out a chuckle and patted her shoulder. "Oh, I like you."

Twilight stared at the ceiling as the green mare rested in her lap, leaning against her and panting. Both mares had worked up quite the sweat as the purple mare ran her hand down Bolt's back. Her fingers trailed over the soft back of the pegasus, the tips of her fingers brushing up against her wings.

"We should probably get moving now..." Twi said with a sigh, wiping some sweat from her forehead.

Bolt lifted her head up and nodded. "I guess you're right..." she agreed, before getting off the unicorn's lap and standing, letting out a groan as she stretched. "So, you continue your search and I'll work on mine, yes?"

Twilight smiled and stood up, grabbing her towel. "Remember... I need fighters. Good ones. We have a huge fight ahead of us..."

The pegasus smiled and waved her hand. "No worries... I got this..."

Twilight left the steam room's changing area and looked around the main room. There were various mares and stallions getting massages on tables or getting their hair done. One mare caught her eye; she was a white pegasus with long blonder hair done up in twin ponytails. Images of Surprise began to flash before her eyes as she let out a soft groan. As she did, Bolt walked passed her, heading for the door.

"Wait..." Twilight said as she gently grabbed her arm and leaned in slightly. "I've taken up too much time..." she whispered. "I'm supposed to meet up with my other recruiter near the toy store..." Bolt listened but said nothing, acting casual. "I want you to go in my place... She's an all black mare... Name's Rogue... Go quickly... I'll meet up with you two at the warehouses near 50th Street... Go now..."

Bolt nodded and casually left the building. Twilight eyed the white pegasus mare again before leaving as well.

The dark green pegasus mare made her way down the sidewalk to the city's huge toy store. Upon arriving at the front, she looked around. There weren't that many out and about due to the takeover of the city but she still couldn't find the mare she was looking for.

Letting out a sigh, she walked over to the building and leaned against the side. "Maybe Rogue isn't here yet..." she muttered to herself. "I hope Twi--"

She was cut off when a hand came over her mouth as a black mare stepped in front of her.

"Quiet," the mare said quickly, looking around as she slowly lowered her hand. "Follow me and act casual."

"Act casual?" Asked Bolt with a smile. "No problem."

The black mare eyed her up and down as if she was trying to figure her out. She then moved away and headed to the alley beside the building. Bolt hesitated, looking up at the sky before following at a casual pace. As she entered the alley she looked at the black mare, who was standing a few feet away.

"You Rogue?" Bolt asked as she looked behind her, making sure she wasn't being followed.

"Who are you?" Rogue asked, crossing her arms.

Bolt stepped up to her, getting in close. "Bolt Strike. Twilight sent me."

Rogue raised an eyebrow at that. "Twilight? Where's she?" She asked, sounding suspicious.

"She said that she was taking up too much time and had to go," Bolt explained.

"Mmm," Rogue said, looking away. "We still need more help..."

"That's where I come in," the green mare said with a smile. "I'm helping her find others, too."

The black mare eyed her. "Alright. Did she say anything else?"

"We're supposed to meet her at the warehouses near 50th Street."

Rogue gave a nod before leaning in. "You better be legit or I swear I'll--"

"Heeeeey," Bolt said, holding her arms out. "I'm super legit."

Rogue hesitated before turning and walking away. "Then, let's get moving. We got more work to do," she said as Bolt turned and began walking in the opposite direction.

Recruitment, Part 3

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Magic Tricks was leaned against the side of a building, watching a tank roll by. As she watched it roll down the street a stallion came up beside her wearing a red hooded cloak.

"Hey," he said, before grabbing her by the waist.

The mare went wide-eyed and struggled as she was pulled into a nearby alley. "What the fuck?"

The stallion then held her against the wall with a smirk. "I'm sure you know what happens next?" He asked, leaning in to kiss her neck.

Magic hesitated before smirking. "Mmm... Oh, I think I know what you want..." she cooed, reaching down to undo her zipper.

The stallion pulled away to watch her with a smile. "Oh, an obedient one, huh?"

Magic smiled back as she opened the flaps of her short jeans. "Aren't you gonna get ready, too?"

The stallion nodded and began to undo his pants. Magic watched as he slid his pants down along with his boxers, his rock hard cock springing into view.

"Mmm... Nice," Magic cooed as she pulled her pants down, exposing her futa dick. "But, mine's bigger."

The stallion went wide-eyed as the mare grabbed his arm and slammed him into the wall, getting behind him and holding him in place.

"You picked the wrong mare to mess with..." she said as she gripped her cock.

She then aligned it with his ass before thrusting forward. The stallion let out a grunt as he placed his hands on the wall.

"You... fuck..." he grunted.

Magic smirked, placing her left hand on his shoulder as she rocked her hips back and forth.

"Well, isn't that a hot sight..." a voice cooed from nearby.

Magic stopped her thrusting and looked over, seeing a black mare standing at the entrance of the alley.

"Who the hell are you?" The white unicorn asked as she resumed her thrusting.

The black mare smirked as she walked towards them. "I'm Rogue. And I think we could use your help."

"My help? What for?"

Rogue tilted her head and leaned against the side of the building, next to the grunting stallion. "We're taking this city back from scum like this," she said, eyeing the stallion.

Magic smiled and began to ram her cock into her rapist repeatedly as she neared orgasm. "That sounds like fun... When do we start?"

Rogue smirked and looked down, watching the white meat slip in and out of the tight ass hole. "Soon..."

The white unicorn let out a grunt before a sigh, a stream of white cum leaking out of the stallion's ass. Her cock hung limply, still half-hard.

"Well, I'm ready when you are." The black mare nodded and looked down at the white meat pole, starting to reach for it. "You know, I... did just fuck this little shit in the ass..."

"Yeah, I'll wait," Rogue sighed, pulling her hand away. "Speaking of which," she said before grabbing the stallion's head and snapping his neck.

The white unicorn took a small step back, a bit surprised before smiling. "So, what next?"

Rogue watched the stallion's body fall to the ground before looking up at her. "I'm supposed to meet Twilight and the others at the warehouses tonight. Figured I'd recruit another before I do."

Magic smiled and nodded, pulling up her pants. "Lead the way."

Twilight pulled her hood on as she stepped out onto the sidewalk. She kept her head low as she walked, looking around to see of any Apocalypse were around. Eventually, she found her way to a deserted street. The only things visible were trash and cracked asphalt.

As she began walking down the street, something in the distance caught her eye. Ducking into an alley, she peeked out and saw AJ doing the same in an alley about a block or two away. She quickly stepped out of sight as AJ looked her way. After waiting a bit, she peeked out again, seeing Pinkamena run across the street.

The purple mare then looked up at a nearby rooftop, spotting the thin muzzle of a sniper. "Shit..." she whispered, quickly moving towards the building.

Arriving at the building, she found a fire escape that led to the roof. Stepping back a little, she ran at the wall and kicked off, grabbing the ladder and climbing up onto the staircase. Moving quickly, she bolted up the stairs, careful to make as little noise as possible.

Once she had gotten to the top, she stepped onto the roof, seeing a stallion laying on his stomach and looking through his rifle's scope. Smirking, Twilight began walking towards him.

"Peek-a-boo," she cooed, making the stallion look back at her. She then kicked him the face before wrapping her arm around his neck. "Those are my friends you're planning on shooting," she said as she gave a jerk.

A crack was heard as the stallion fell limp. She then rolled his body away before laying down in his place, looking through the scope. She saw Pinks and AJ on a rooftop and smiled.

"I got you girls... Don't worry..." She then scanned the nearby rooftops and spotted another sniper. Aiming carefully, she took the shot. There was a soft ping sound as the sniper dropped dead.

Applejack laid down on her back. The pink mare watched her before laying beside her.

"I'm surprised Surprise didn't have snipers on the roofs here," said Pinks, looking up at the sky.

"It's still early into her takeover," AJ said, eyeing her. "She probably hasn't fully set up yet."

Twilight waited until AJ and Dash had rolled away in the tank before climbing down off the roof. Once back on the ground, she made her way towards 50th street. It was a ways away so she figured she'd get a heard start.

As she walked, she continued to keep her head down. She had been walking for quite a while until a particular mare caught her eye. A purple mare, color similar to her own, walking in the opposite direction on the opposite side of the road. Looking around for any sign of the enemy, she crossed the empty street, heading towards the mare.

When they were about to pass each other, Twilight held out her hand and placed it on the mare's stomach. As she did, the mare stopped suddenly.

"H-Hey, what're you--" she began.

"Shh..." Twilight cooed. "I need your help."

"What? Listen, I don't know who you are, but--"

"Twilight Sparkle. That's not important right now. What is important is that I--"

"Wait, Twilight?" Asked the mare, leaning forward so she could see the unicorn's face better. "Wait... Weren't you involved with that, uh... Changeling attack a while ago?"

Twilight looked around as she nodded. "Yeah, that was me. But, I--"

The mare's eyes lit up. "Twili--" she started before Twilight covered her mouth and forced into an alley.

"Shhh!!!" The mare urged. "No one can know I'm alive. Surprise, the one behind this takeover, believed she had killed me when she shot me in the head."

"Right, that explains the, uh..." the purple mare said as she pointed at Twilight's bandage. "Looks like you got it wet..."

"I was in a steam room earlier," Twi explained briefly. "Now... What's your name?"

"Oh, uh... Amethyst. Amethyst Star."

"Well, Amethyst," Twilight said with a smile. "I could really use your help."

That Night...

Rogue and Bolt stepped off the sidewalk and headed into the large area of warehouses near 50th Street, looking around. They made sure not to call out so as not to attract any unwanted attention. It didn't take long for them to start hearing a light tapping noise.

Looking over, Rogue saw Twilight standing beside a barrel near one of the warehouses. Upon eye contact, Twilight slipped inside the warehouse, out of sight. Rogue smiled and motioned for Bolt to follow. The two then crept over to the warehouse and slipped in through the partially open door.

"Were you followed?" Asked Twilight, who was sitting on a box with Amethyst sitting on another nearby.

Rogue shook her head. "No. No on saw us."

"Good." Twilight then stood up. "Now, you both told those you recruited what I told you, yes?"

"About tomorrow morning?" Asked Rogue. "Yeah. I did."

"Same," Bolt said with a smile."

Twi nodded. "Good... When they gather, have them wait for my signal..."

"What about me?" Asked Amethyst, rocking back and forth slightly on her box.

Twi eyed her and hesitated before walking over to her. "You have... a rather risky job..."

Amethyst's smile faded slightly, looking nervous.

Twilight and Amethyst stood in an alley overlooking the Wet Mare.

"There she goes..." Twilight said as they watched Surprise enter the building. "Remember what you're supposed to do?"

Amethyst nodded and rubbed her arm. "Mmm... Do I have to?"

Twilight turned to face her and sighed. "If this works, we can avoid the fight tomorrow... Eliminate the chance of collateral damage..."

"What if she kills me?"

"I won't let that happen," Twi said as she put her hand on the mare's shoulder. "Trust me."

Amethyst nodded hesitantly. "O-Okay..."

Twilight watched as Surprise left the club and stretched. "There... Now, head into the hotel and go to the room we talked about..."

Amethyst nodded and gulped, leaving the alley and making her way towards the nearby hotel.

"Did you have fun?" Bit asked with a smile.

"What the hell?" Asked Bit, turning around and watching the white mare take off.

Surprise ignored her and ran into the hotel.

Twilight was about to run after before she saw Bit starting to move. "Shit," she growled under her breath. Once Bit had entered the hotel, she ran after them. Following Bit up to the second floor, she pressed against the stairs, getting low to avoid detection. She then saw Bit enter the room and took this opportunity to creep into a dark corner.

She then suddenly heard Surprise let out a gasp of surprise, making her smile. "Mmm... So, you aren't perfect after all..."

About a minute later, Surprise and Bit left and headed down the stairs, the white mare looking really worked up. Twilight then ran down the hall and into the room to see the purple mare on the floor, looking extremely terrified.

Twi ran over to her and knelt down. "A-Are you okay?"

"Mmm... Sh-She put a... a gun in my... my mouth..." Amethyst whimpered.

Twilight went wide-eyed slightly before pulling her into a hug. "I'm sorry... I wasn't thinking about that green mare..."

Amethyst kept whimpering as Twilight comforted her, the shock of what happened not going away as quickly as either would hope.

"Well..." Twilight started. "At least I found out how to kill Surprise," she said with a smirk.

Recruitment, Part 4

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Twilight led Bolt, Rogue, and Amethyst through the sewers, stopping when they arrived at a sewer cover.

"So, they're all there?" The unicorn asked.

Rogue nodded. "They should be."

"Well, let's go and say hi," Twilight said with a smile as she climbed up the ladder.

Using her magic, she slid the cover off and away before climbing out. The hole had led them into a rather large opening behind a building near the mall. As she stood, she looked around and saw a bunch of stallions and a few mares she hadn't seen before.

"Well, this is certainly more than I was expecting," she said as Rogue climbed out.

"You said you wanted an army," the black mare said as she helped Bolt and Amethyst out.

"Mmm... Implied," Twi corrected before taking a few steps towards the group. "Well, they certainly look capable..." she said as she started walking over to a Navy Blue stallion with medium-length, light blue hair and short tail. "What's your name?" She asked.

"Sundowner," the stallion replied.

"How good are you in a fight?" She asked.

"Well, I'm most familiar with street brawling... and fighting dirty."

Twilight smirked. "Good... I hope you're prepared for the biggest street brawl of your life..."

"You bet," he replied with a smile.

Twi smiled back and moved on to the next. This one was a dark grey unicorn stallion. He had red hair with black and blue streaks and wore casual clothes.

"And, who are you?" Twilight asked, standing in front of him.

"Lightning Strike."

"And, are you a good fighter?" She asked.

"I'm pretty good."

Twilight tilted her head slightly. "Don't talk much?" The stallion simply shrugged. "Hmm... Well, glad to have you onboard," she said as she moved on to the next.

This one was an interesting one. It looked to be a stallion only its body had nice curves and was wearing a tight-fitting t-shirt with crossed daggers on the front. In addition to that was a gray hoodie, a baggy pair of bondage pants, and gray sports shoes.

Twilight stopped moving and eyed the body up and down. "Uh... Name?" She asked.

"Steel Masquerade," the stallion replied.

"Oh, so you're a... stallion..." she said as she heard his voice.

Steel gave her a smile.

"Don't, uh... Don't get too beat up, okay?"

"Don't worry," the stallion said. "I'm not that bad in a fight."

Twilight nodded, giving him a smile back. "Good..."

She then eyed the rest as her eyes fell on Mirage Shot and Blitz Shot. Walking over to them, she stood in front of Mirage.

"You ready?" She asked with a light smile.

The light grey unicorn mare smiled back. "I'm sure I'll manage..."

Twilight nodded and put a hand on her shoulder. "If it gets too rough I want you to run." She then took a few steps back to look at the whole group. "That goes for all of you! No one's dying on my watch! If you get overwhelmed then get somewhere safe!"

"T... Twilight?" Asked a familiar voice from behind her.

The unicorn's ears twitched before she turned to see Celestia leaving a nearby alley and stepping into the clearing.

"Celestia?" She asked, before walking over to her.

The two quickly hugged each other, holding it for a moment before parting. Looking passed her, Twi saw Luna.

"Both of you made it," she said with a smile.

"Of course," the blue alicorn replied. "It is going to take much more than a few bombs to get rid of us."

"You created an army?" Asked Celestia, looking at the large group.

Twilight looked over her shoulder at them and nodded. "Surprise dies today. But, she isn't alone and I can't do this by myself." She then looked at Celestia again. "I wish there was another way, but..."

"No, Twilight," the white alicorn said, looking down at the purple mare. "You have done good. In fact, when this is all over... I was wondering if you would not mind... taking over as leader?"

Twilight let out a gasp. "R... Really?"

"A lot of the others already look up to you as a leader... Why not make it official?"

"But... What about Luna?"

The blue alicorn gave her a smile. "I will be too busy keeping my sister company... and helping her through this..."

"Through..." Twilight said aloud, trying to figure out what she meant.

"That incident with the, uh..." Luna began before stopping and eyeing her sister.

Celestia let out a sigh and closed her eyes. "The car bomb... I still see them... when I close my... my eyes..." she said, her voice starting to crack.

Twi let out a soft gasp. "Right... Um... Okay, I... I'll do my best," she said with a smile as Luna put a hand on the white alicorn's shoulder.

"I am sure you will," Celestia replied as she looked at her sister.

Twilight eyed them both before turning to face the small army. "Okay, um... I'm sorry I can't speak with each of you individually!" She announced. "We will, however, have time afterwards should you choose to be a part of our gang! Unfortunately, there's... quite a few spots open..." she said, her voice quieting before looking at the ground.

Her hands began to clench into fists as feelings of guilt flooded her mind. Celestia noticed something was wrong and stepped up to her, putting a hand on her shoulder. Twi let out a gasp and looked at her. The white alicorn gave her a light smile, which Twilight returned. The purple mare then looked back at the group.

She was about to say something when she heard voices. Quickly running to an alley which led out into the street, she looked out to see her friends walking towards the mall.

"What are they doing?" Asked Rogue, coming up behind her.

"Surprise's announcement..." The purple unicorn said before turning and heading back towards the group. "They're gonna turn themselves in. We have to strike now before Surprise has the chance to kill them."

The group and split up, heading don various alleys as they began to covertly surround the mall. Celestia and Luna, along with Rogue and Amethyst, followed Twilight as she went over to a ladder. Climbing up, they arrived on the roof of a building across the street from the mall. Patrolling the streets were a few armed stallions and mares while the others were out searching the city for the Elementals.

"We need those weapons..." Twi said as she turned and ran towards the edge of the building.

Jumping over the alley, she landed on the adjacent building and kept running. Getting to the edge of this building, she looked down into the alley to see some of her group; the black griffon with white feathers, the light gray stallion with brown hair in a buzz cut, and the blue pegasus stallion with spiky sky blue hair. She then pointed at the armed stallions. The group then ran out into the street as Twilight jumped down off the roof. They all then ran at a different Apocalypse member.

The black griffon lunged at the Apocalypse stallion and reached around and digging her claws into his throat. Closing her eyes, she pulled away and let his body drop.

The light gray stallion grabbed the Apocalypse stallion's head and snapped his neck. Looking over, her saw the blue pegasus stallion do the same to the other stallion.

Twilight ran at the Apocalypse mare with a rocket launcher, who let out a gasp and turned to face her. The purple mare dropped to the pavement and kicked her legs out from under her. She then wrapped her leg around her neck and squeezed tightly before jerking and breaking her neck.

The purple unicorn then grabbed the rocket launcher and walked over to the blue pegasus. "What's your name?"

"Bladechaser," the stallion replied.

Twi smiled. "Blades... Good with guns?"

"I'm not bad," he said, returning her smile.

"How about rocket launchers?" The mare asked as she held out the weapon.

The stallion took it and nodded. "With just the target in the way, sure. With civvies or allies in the way, no bucking way. Tear gas will work just as well if there are hostages."

Twilight gave a light smirk. "Good," the unicorn said before looking at the mall.

She then ran over to the roof access ladder used for maintenance. Climbing up the ladder, she peeked on the roof and saw a sniper at the far end. Smiling, she climbed up onto the roof and quickly, but quietly, ran over to him. Before he knew what was happening, she grabbed his head and snapped his neck. She then caught his body and gently lowered it.

Letting out a sigh, she reached out and took the stallion's sidearm, checking it for bullets before putting it in her pocket. Afterwards, she got up and walked over to the skylight to see Malice being choked by Surprise.

"L-Let me... g-go..." Malice whimpered, choking.

"Of course..." Surprise said, before throwing her at the green mare.

Bit let out a gasp of surprise and used her magic to catch the girl, pulling her close. "GET HER OUT OF HERE!!!" Surprise yelled. "I'LL PUNISH HER LATER!!!"

Bit nodded and began pulling away a crying girl as Kyra's face was stained with tears.

"NO!!!" The red mare yelled. "LEAVE HER ALONE!!!"

Twilight let out a low growl as she clenched her fist tightly before she looked up to see a tank coming down the street. It fired off a round which struck a building across the street from the mall, just missing the black griffon. Bladechaser then aimed and fired the rocket launcher. The rocket met its mark as the vehicle blew up.

"WHAT THE FUCK WAS THAT?!" Twilight heard Surprise yell.

She then went over to the sniper's pack and pulled out some rope, tying it to a nearby vent, before firing her gun at the window. Stepping up to the open skylight, she saw Surprise looking up at her.

"THAT YOU, ROGUE?!" Surprise yelled up at her. "THINK YOU CAN FUCK WITH ME??!!! WHY DON'T YOU COME DOWN HERE AND FIGHT INSTEAD OF HIDING LIKE A PUSSY??!!!"

Twilight smirked before tossing the rope down. She then grabbed hold and slid down, landing gently as she came face-to-face with the white mare, whose eyes widened in shock.

"No..." Surprise gasped as the figure landed in front of her.

Rainbow took a step forward, her and the others all going wide-eyed. Midnight ran passed Dash but quickly stopped before she got too far from the group.

"T-Twilight?" She asked, tears starting to run down her face.

The purple mare kept glaring at Surprise as the white mare shook her head.

"No..." Surprise growled. "Impossible..."

Warzone

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Surprise looked surprised as she stared at Twilight. "B-But, you're dead... I shot you!"

"Yes, you did," the purple mare replied, eyes narrowing. "But, I have magic, remember?"

The white mare nodded as she put her hands in her pockets. "I'll remember that for next time..."

"Next time?" Asked Twilight, getting ready to raise her gun. "What makes you think there's gonna be a next time?"

Surprise smirked. "Because, you haven't shot me yet..." she sang, pulling her hands out of her pockets.

Twilight let out a low growl before raising her gun, just as Surprise dropped a few small, round objects on the floor. The unicorn let out a gasp and looked down while the white mare turned and away. The objects exploded in a cloud of smoke, blocking Twi's view of Surprise. Letting out a yell, she fired her gun through the smoke.

Rushing through the smoke, she saw an Apocalypse member drop dead from being shot. Looking over, she saw Surprise standing by the wall of the mall.

"Love to stay but I got shit to do," the white mare cooed as she threw more objects at the wall.

These ones exploded, creating a large hole in the wall.

"Get back here!" Twilight yelled, rushing towards her.

Surprise smiled and jumped through the hole. When Twilight got there, she stopped and looked back at Midnight, the to locking eyes as the black mare sniffled. Twi smiled and mouthed "I love you," before running after Surprise.

Rainbow Dash placed her hand on Midnight's shoulder before hugging her. "She's back..."

Midnight nodded and hugged back, sniffling. "Yes, she is..."

As they parted, Celestia ran into the building with Luna following close behind.

"Oh, are we glad to see you all," Luna said with a smile, before noticing Midnight. Smiling, she went over and gave her a hug, too.

Celestia watched them before looking at the nearby escalator.

Suddenly, a familiar gruff voice called out. "Hello?! Could use some help up here!"

Celestia smiled and ran over to the moving stairs, riding them up to the next floor to see the other Elementals tied up.

"Oh, more survivors," she said with a smile, raising her hand as the ropes all untied themselves. She then noticed Cadence, silent with a red mark on her face. "What happened?" She asked worriedly as she went over to the pink alicorn and knelt down.

"Surprise hit her," Shining said as he rubbed his wrists before pulling the ropes off Cadence's wrists.

The white alicorn let out a soft gasp. "Cadence, sweetie," she cooed softly, placing a hand on her good cheek.

The pink mare slowly looked up at her, not saying a word as Celestia gently pulled her into a hug.

"You're safe now... You're with friends..." she said as she gently stroked the mare's back. "Just relax... Relax..."

Cadence closed her eyes and began to take long breaths as she attempted to calm down.

Gilda stood up as she ran to the escalator, looking down to see Dash. Smiling, she ran down the moving stairs, catching the attention of the cyan mare.

"Gilda!" Rainbow said happily. "You're alive!"

The to then ran up to each other and went in for a hard kiss, making Dash yell and pull back.

"Uh, beak..." she said, rubbing her mouth.

"Right..." the griff replied, hesitating before slowly sticking her tongue out.

Rainbow tilted her head before catching on. She then did the same before the two leaned in, touching tongues. They then slowly pressed their beak and lips together while their tongue wrestled wildly.

Meanwhile, Kyra was hugging Malice tightly, not saying a word as Luna looked around the group.

"Alright, everyone!" She announced. "Those prepared to fight... the city could use you! If you do not feel up to it, however, please sit this one out! Twilight's made it very clear that she does not want any casualties on our side!"

"Th-That was Twilight?!" Asked Aqua, running to the railing and looking down at Luna.

The alicorn looked up at her and nodded. "Yes, it was..."

Aqua let out a soft gasp as her eyes went wide slightly.

Twilight leapt through the hole Surprise had made and looked around, quickly spotting the white mare running through the warzone. She then quickly took off after her, ignoring everything else around her.

A golden yellow pegasus stallion took a couple steps back as he raised the pipe he was holding. Three Apocalypse stallions approached him, one of them having a knife.

"No way we can talk about this, right?" The stallion asked with a light smile.

The stallion holding the knife suddenly lunged at him. The golden pegasus stepped aside and grabbed his wrist while the other two ran at him. He quickly whacked one in the face with the pipe and then kicked the other. Afterwards, he twisted the stallion's wrist, making him yell in pain and drop the knife. The pegasus then grabbed the knife as it was falling and slashed the stallion's throat. He then stabbed the second in the chest before throwing the knife at the third.

"Thanks for the talk, guys," he said, before retrieving the knife.

A white-ish pegasus mare with a robotic jaw backed up until she bumped into someone. Looking over her shoulder she saw a crimson red unicorn stallion. The two were surrounded by a small group of Apocalypse.

"Let's take them out quickly so they don't have a chance to--"

She was cut off as the stallion yelled out, "Nil desperandum, fortes fortuna iuvat!*" and lunged at one of the enemies and punched him in the chest before elbowing him in the face.

The mare looked back around, just in time to duck under a punch and deliver a blow to the attacker's knee, making him fall over. She then wrapped her leg around his neck and jerked, making the enemy stallion fall limp.

Twilight raised her gun and shot two Apocalypse, dropping them and moving on. As she kept moving, she spotted Surprise again. The white mare was casually skipping through the fight as if nothing was wrong.

"SURPRISE!!!" Twilight yelled and raised her gun.

The white mare's ears twitched and she stopped, slowly turning around.

"Hey, Twilight!" She called back, waving her hand as if this was a casual reunion.

The purple mare began to walk towards her, murder in her eyes.

The white mare grinned before Twilight's ears suddenly perked. She then whipped around, seeing an Apocalypse colt who was trying to sneak up on her. She then blocked a punch and kicked his leg out from under him, forcing him to a knee. She then grabbed his head and snapped his neck, letting his body fall to the ground.

Surprise grinned and quickly raised her gun, firing it at Twilight. The purple mare let out a gasp, quickly turning around to see Aqua with her back to her. The blue mare slowly turned around, a blood stain growing on her shirt.

"T-Twilight?" She asked, before collapsing on the pavement. Surprise growled under her breath and lowered her gun as Twilight stared at the downed mare with wide-eyes.

"A-Aqua?" she suddenly asked, suddenly realizing what happened. She then quickly knelt down and rolled the mare onto her back, cradling her in a seated position. "Aqua!" she yelled, lightly shaking the mare as Surprise took this opportunity to casually walk away.

Aqua coughed and chuckled weakly. "Hey, Mistress... It's good to see you again..." she said, raising her hand and weakly placing it on Twilight's cheek.

The purple mare quickly grabbed her hand and held it closer to her cheek. "Don't you die on me, Aqua... You hear me? Don't die..."

"I don't... I don't think I... have a choice..." Aqua wheezed. She then coughed a couple times. "Did I do good, Twilight? I kept them... Kept them sa..."

"Y-You did great," Twilight replied, her voice breaking. "B-But, we'll get through this... A-And it can go back... to the way it was before..."

"That sounds like... a lot of fun, but... I don't think I'm gonna... gonna make..."

"N-No..." Twilight whimpered, holding her close and nuzzling her cheek. "You can't die..." she said, sniffling. "You were my first... My first pet," she said with a mixture of a whimper and a weak laugh.

Aqua smiled and coughed again. "Well, you were a first for me, too..."

"Well, I doubt you ever had a Mistress before..." Twi said as she tried to chuckle, but couldn't.

The mare smiled. "No... Being with you... It was the first time I was... happy... Thank you, Twilight..."

"No, don't you dare!" Twilight bawled, tears streaming her face.

"I'll tell Emerald you said... hello..." Aqua wheezed, her voice getting softer and softer as she spoke, her eyelids closing.

"A-Aqua?" Twilight asked, the mare lying still with a smile on her face. "Aqua!" Twi yelled, tears trailing down her neck and raining down on Aqua's face. "NO, PLEASE!!! AQUA-A-A..."

Twilight then hugged the mare close and cried loudly into her neck, letting out muffled yells of despair.

Surprise finally managed to exit the battlefield and turned back to face it. Reaching into her pocket, she pulled out her cell phone and dialed a number. Raising it to her ear, she began to speak.

"How many tanks are left?" She asked.

"Three," The voice on the other end replied.

The white mare smirked. "Bring them over and unleash everything you have."

"What about our own?"

"I can always hire others, now get those fucking tanks here NOW!"

A grey pegasus mare took cover behind a car with a grey unicorn stallion. Both of them quickly looked at each other before realizing the other wasn't attacking.

"Sky Dream," the mare said, holding out her hand.

The stallion shook it. "Raven Star."

After the greeting, the mare peeked over the hood of the car and saw three tanks rolling in from way down the road.

"Uh-oh..." she replied, making the stallion look.

"We have a plan for that?" He asked.

Sky reached into the pocket of her blue denim shorts and pulled out her cell phone. "I was given a number to call in case we needed back-up."

"Who is it?" Raven asked as the mare raised the phone to her ear.

"Not sure... but I was told he's a pilot." Sky then waited for a couple seconds before talking. "Hello? You the pilot? What sort of weapons do you have? Three tanks." She then lowered the phone and looked at Raven. "He hung up."

"Well, let's hope he can be trusted to hit his mark..."

One of the tanks fired, exploding part of a building near Twilight. The mare didn't even flinch as she was still cradling Aqua.

Sky and Raven both ducked and covered their heads.

"Good thing they're lousy at aiming," the mare said before both their ears twitched. "You hear that?"

Looking up, they saw what appeared to be a jet in the distance. It was coming straight towards the fight.

"That from the military base?" Raven asked as the mare shrugged.

"Must be... But who's flying it?" Just then Sky's phone rang. She quickly answered it. "Hello? That you?"

The dark grey pegasus pilot smiled and nodded. "Those the tanks?" He asked, flying a little lower.

"Yes, those three coming towards the fight in the distance. Take 'em out quick."

"You don't have to tell me twice," the stallion said as he fired off a couple rockets, which soared over the fight and struck the tanks, creating one, big explosion. "Name's Thunder Bolt, by the way. Yours?"

Sky ducked as the jet flew passed overhead. "Sky Dream. Welcome to the party."

Midnight stumbled out from behind a burning car, holding her arm when she spotted Twilight. She then let out a gasp when she saw Aqua.

"No..." she said, quickly limping over to her. Once there she dropped to her knees beside Twilight. Don't tell me she's..."

Twilight let out a muffled cry and nodded, sniffling as she sobbed. Midnight held her chest as she felt as though her heart stopped a few times. "H-How... How did she..."

Twilight's sobs slowed down and quieted when they suddenly turned to slow, heavy breaths. The purple mare then pulled her tear-stained face from Aqua, a look of rage on her face. "Surprise..." she growled. She then looked at Midnight. "You take care of Aqua..." she said, sliding back as Midnight quickly took her place, holding Aqua's lifeless body.

"O-Of course, but... where are you going?" the black mare asked.

"Where do you think?" asked Twilight, standing up and pulling out her gun. "I'm gonna find Surprise... And, when I do... I'm gonna fucking kill her... but, not before I make her pay..." she growled, walking away.

Playing Games

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Twilight blocked a punch from a stallion and kneed him in the chest before stumbling out of the battlefield. The white mare glared at her and quickly disappeared inside a nearby clothing store. Twilight ran up to the door and stopped, knowing full well that this mare was no normal enemy. She was smarter and tougher than anyone she's face so far.

The mare held up her gun and entered the building, looking around. There were clothing racks upon clothing racks. Not to mention the various pillars being used to hold up the ceiling. She could be anywhere in there. Twilight narrowed her eyes and headed in further.

Sky Dream left the cover of the car and ran back into the fight. Looking around, she saw one of their own being surrounded. Blocking a punch from a nearby enemy, she proceeded to kick him in the chest before running to help. As she ran, a stallion jumped out in front of her, raising a knife before his head exploded. As his body fell to the ground, the mare looked up at a nearby rooftop to see a white stallion with a sniper. Giving her the thumbs-up, he proceeded to shoot another one.

Sky gave a light smile before rushing to help.

Twilight stepped out from behind a clothing rack and aimed her gun down the aisle. Taking a few steps forward, she heard a noise behind her. Quickly turning around, she fired her gun a couple times. Upon seeing nothing, she narrowed her eyes.

"Come on out, you bitch..." she growled, moving towards the source of the noise.

As she neared a line of racks, she slowed her pace and proceeded more cautiously. Once she had taken a couple more steps, she leaped forward and aimed her gun where she heard the sound come from... only nothing was there. Kicking over the rack, she let out a yell of frustration.

"Stop playing games!" She yelled out.

She suddenly heard a giggle over the intercom. "Oh, Twilight... Games are so much fun. Maybe you'd lighten if we played some more..."

"I'm not in the mood!" The purple mare screamed out. "I just wanna kill you for all the things you did! For all those you killed!"

"Ooo, touchy touchy... Sounds like you'd do anything for your... team..."

"I would," Twi replied, circling a pillar. "I'd die for them."

"Why?"

"Because we're a family, you bitch!"

Surprise let out a soft chuckle. "Mmm... A family that lies together... dies together..."

"Lies?" Asked Twilight. "What the fuck are you talking about?!"

"You think Celestia's told you everything?"

Twilight stopped moving and looked around, trying to find where the office was. "What are you talking about?"

The white sniper kept firing until he heard a noise behind him. Looking back, he saw a stallion running towards him with a rather big knife. He quickly spun around and shot the stallion, the momentum carrying the dead stallion right into the sniper. Both tumbled over the edge as the white stallion managed to maneuver the enemy's body beneath him, using him as a cushion for when they hit.

Once they hit bottom, the sniper rolled off the corpse and pulled out two guns. He then stood up and began shooting.

"Bullshit," Twilight replied.

"Why would I lie?" The white mare asked over the intercom. "You know how much I would love to tear your team apart... What better way than to reveal the deep, dark, true secrets of your supposed friends?"

"Even if what you're saying is true... They're still infinitely times better than you'll ever be!"

"Oh, I doubt that..."

"WHY DON'T YOU CUT THE SHT AND COME ON OUT?!" Twilight yelled out in anger as she shot blindly a couple times.

"I'm not moving from this spot..." Surprise sang. "You just have to find me..."

Twilight growled and her eyes finally caught glimpse of the office at the back. "There you are..."

"Hello!" Surprise sang. "Come get me!"

Sky rammed into a cloaked stallion and snapped his neck before looking at the male zebra she had helped.

"You good?" She asked, before looking at the others closing in on them.

"I had him," the zebra replied before kicking back a charging enemy.

As he did, the enemy stumbled before getting shot in the head. The zebra watched the body drop before the white sniper ran over to them.

"Will this ever end?" He asked, shooting the others. he then looked at Sky. "What's your name?"

"Sky Dream. Yours?"

"Silver Chord." The stallion then looked at the zebra. "And you?"

"Zunrai," the zebra replied.

"Hmm... Well, Sky Dream and Zunrai..." Silver said as he tossed one of his guns up in the air. "I only have two so share."

With that, he proceeded to shoot some more enemies as Sky jumped up and grabbed the gun.

"Ha!" She cheered triumphantly before firing the gun. "I'm faster..."

"Yes, you are," the zebra said before going to fight hand-to-hand.

Luna and the others stood outside the mall, watching the fight.

"This is awful..." the alicorn said softly.

Celestia eyed her before noticing Midnight carrying Aqua's body.

"Oh, no," she gasped, taking a step forward.

She stopped when she saw a stallion about to attack the black mare. Raising her hand, she fired a bolt of light at the attacker, sending him flying backwards. Midnight was sniffling and whimpering as she carried Aqua over to them.

"Sh-Sh-She's d-d-dead..." the mare cried as she dropped her knees.

Celestia knelt down with her and looked at Aqua. "Midnight, I... I am so sorry... I know how much she meant to you and Twilight..."

Luna watched them before looking out at the battlefield. "Not to change the subject, but... where is Twilight?"

"Sh-She went off to fight Surprise..." Midnight answered, her voice breaking.

Chrysalis heard this and began thinking, before looking at Fluttershy. "I have an idea... but, you aren't going to like it..."

Fluttershy looked at her and hesitated before going wide-eyed. "N-No! You are not leaving me again, I... I-I just-- I..." she stammered before Chrysalis pulled her into a kiss.

The yellow mare soon relaxed before the two parted.

"I will come back for you," the Changeling said with a smile as she used her finger to wipe a tear off Fluttershy's cheek. "I promise..."

Twilight raised her gun at the office door, approaching it slowly. The closer she got, the better she felt in knowing that soon she was gonna put a bullet in the bitch's head. As she got to the door, she reached out with her right hand and grabbed the doorknob. After hesitating for a brief moment, she quickly turned the knob and flung the door open.

As she did, she noticed a small black device sitting on the office desk by the microphone. Then, only a few seconds later, the device exploded, sending Twilight flying backwards. After knocking over a couple racks of clothes she slammed into a pillar and collapsed to the floor.

You're My Pet Now

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Twilight let out a groan and propped herself up on her hands, her arms shaking. Letting out a cough, she held her forehead and winced. "Ah, fuck..."

"What's wrong, Twilight?" Asked Surprise as she walked up to the downed mare, dropping a walkie-talkie-like device in front of her. "Forgot I had two amazing techies on my team?"

Twilight glared up at her and tried to get up, her back acting up and sending a wave of pain throughout her body. "Shit..."

Surprise tilted her head and knelt down. "Come on, Twilight, you're making this too easy." She then stood up and kicked her in the side, making her yell in pain and roll onto her back.

"Bitch!" The lavender mare grunted as she clenched her teeth.

Surprise smirked and stood over the mare, squatting down. "You realize how easy it would be... to kill you now?" She asked, getting a pissed off look from Twilight. "Would be a very unsatisfying end for you... Especially after just coming back from the dead... So..." She then stood up and grabbed Twilight by the shirt, pulling her to her feet.

Twilight let out a yell of pain as she felt her hurt back straighten out as well as a shooting pain in her left leg. She gripped Surprise's wrist to try and pull her hand away but couldn't due to the pain she currently felt.

"Come on, Twilight..." the white mare cooed before backhanding her across the face and letting her fall to the floor. "Fight back."

A yellow pegasus stallion with spiky light green and red hair tackled a red stallion to the ground and started punching him as another grabbed him from behind. Just then a pale brown unicorn stallion with golden brown and light silver hair rushed the second attacker before snapping his neck.

The yellow pegasus then grabbed the head of the stallion he tackled and slammed it into the pavement repeatedly until the stallion stopped twitching.

"Not bad," the pale brown stallion replied, holding out a hand.

The yellow stallion took it and stood up. "Not bad yourself... What's your name?"

The brown stallion pulled out his gun and turned around before shooting an enemy stallion in the head. "Mystic Flare," he replied, turning back to face the yellow stallion. "You?"

"Starlight Comet."

"Well, Comet..." Mystic said as he looked down at the stallion with the smashed head. "Glad you're on our side..."

As they talked a white stallion with short black hair and a combed tail landed on his back near them. "Hey, guys," he said with a smile.

The two looked down at him.

"Um..." Comet started. "Hi... Who are you?"

"Name's Maverick," the white stallion said before quickly getting to his fight. "You guys having fun, too?"

Both Comet and Mystic eyed each other.

Surprise lightly rolled Twilight onto her back with her foot and straddled her waist. "I could let you live, ya know..." she cooed as she slowly laid atop Twilight, her right hand rubbing Twilight's forehead. Twilight winced in pain and gritted her teeth. "What's wrong? Can't use your magic? Hard to concentrate?" She asked before pressing her thumb against Twilight's bullet wound, making her yell loudly in pain. "Doesn't matter, anyways," the white mare cooed, running her left hand over Twi's left breast. "Magic doesn't work on me, remember?"

"I-I wonder why that is..." Twilight growled.

"My secret... Now..." Surprise said with a smirk, gripping Twilight's shirt. "About my offer to let you live..." She then pulled up slightly to expose the mare's belly.

Twilight went to punch her but Surprise grabbed her wrist with her left hand and pressed into the bullet wound again. Twi let out another pained yell as her hand clenched up.

"Bad pet..." Surprise cooed, leaning in and slowly licking up Twilight's cheek. "That's no way for a pet to behave..."

A grey earth pony stallion and light golden unicorn stallion stood back to back as there were two Apocalypse stallions charging them, one going for the golden stallion and the other for the grey stallion.

The two eyed each other before the grey stallion charged and the golden one simply dodged to the side. The grey stallion tackled the enemy as the other kept on dodging.

"Stop moving!" The Apocalypse stallion yelled at the golden stallion.

The stallion kept on dodging until suddenly there was a gunshot. The golden stallion looked over to see a dark cerulean stallion wearing a leather jacket.

"Stop playing games," Night Skies said as he walked over to the golden stallion. "This is serious."

"I was just having--" the stallion began.

"No time to explain," Night interrupted. "Have you seen a little filly around anywhere?"

"A little filly?"

"Yes," Night replied before raising his gun and shooting at an Apocalypse stallion. "Should be with a red mare."

The golden stallion shrugged. "I think I saw some still in the mall..."

Night immediately left, heading for the mall.

"Name's Lance Blazer, by the way!" The stallion called after him.

"And, I'm... Shear Edge..." the grey stallion added, wanting to get his name out there.

Surprise smiled at Twilight as she ran her left hand over the mare's slim and slightly muscular belly. "Mmm... Someone's been working out..."

"To kill fuckers like you..." Twilight said with a glare.

Surprise frowned and slapped her hard. "Manners, pet."

Twilight held her cheek and suddenly had a realization; if she were to regain the ability to use her magic, she'd need the mare to stop hurting her so she can concentrate. In order to do this, she'd have to play along to avoid being beaten some more. Otherwise this mare could win.

"S-Sorry... Master..." Twilight muttered through gritted teeth.

"What was that?" Asked Surprise, leaning in and smirking. "Say it again."

"Sorry... Master..." Twi repeated.

The white mare giggled. "Again."

Twilight's eyes narrowed but she obeyed. "Master..."

Surprise sat up and chuckled. "You are a quick learner." She then eyed Twilight's hands. "Hmm... I know a good place to put your hands so you won't feel inclined to use them..." She grabbed Twi's right hand and found that the unicorn wasn't resisting. Smirking, she proceeded to slip her hand into her pants. "Now, finger me..." she said with a seductive moan.

Twilight went wide-eyed. If this mare started doing sexual acts with her then that could make it so she'd lose concentration. The white mare then took Twi's other hand and slipped into the unicorn's pants. "And finger yourself at the same time."

Twilight gulped and began, letting out soft moans.

A white pegasus stallion with medium-length white hair popped up from behind a car and fired off two handguns at a couple of Apocalypse. Ducking for cover, he waited before popping back up to come face to face with a black unicorn stallion, who held up his hands.

"Whoa, don't shoot," the black stallion said. "Friend." He then ducked as a gun went off near them.

The white stallion nodded and motioned with his head to tell the stallion to take cover beside him. The black stallion nodded and took cover behind the car as well.

"Name's Lone Shadow," the black stallion said, watching the white one fire off his guns.

"Klondike Heart," the white stallion replied. He then took cover once more and eyed the stallion. "Don't seem like much of a loner..."

Shadow gave him a light smirk but said nothing.

Surprise let out a moan before pulling Twi's shirt over her breasts and grabbing them. "Mmm... No bra... What a slut..."

Twilight looked away, finding it hard to concentrate. She then eyed Surprise and slowed the rubbing of herself, now only gently rubbing the wet lips. She then smiled and nodded. "A slut? What gave it away? My pets?"

Surprise smiled and leaned in. "That was a giveaway, yes..." she cooed before kissing Twilight's neck.

The unicorn narrowed her eyes and looked over at a nearby clothing rack, trying to use her magic on it. Surprise then sat up and continued rubbing Twilight's breasts.

"You'll be a great pet, Twilight..." Surprise said as Twilight looked away again. The white mare smiled and reached behind her back, lifting up her shirt and gripping the knife she had concealed there.

Showdown

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Surprise kept rubbing Twilight's breasts with her left hand as her right hand gripped the knife. Twilight was way too busy concentrating on magic to notice.

"I would love nothing more... than to make you bend to my will..." Surprise cooed as she pinched Twilight's left nipple, making her gasp. "Unfortunately, I don't think you'll ever break... You're way to smart for that..."

Twilight opened one eye and looked up at her through gritted teeth, not saying anything. The white mare smiled back at her and leaned in, kissing her on the lips. Twi went wide-eyed before the white mare sat back up again, raising her knife as she grabbed Twi's neck.

"DIE, TWILIGHT!!!" Surprise yelled.

Twilight narrowed her eyes as her horn lit up and a clothing rack flew into the white mare, knocking her off the unicorn and tumbling into more clothing racks. Twi coughed and quickly scrambled to her feet before diving behind another rack. The white mare threw the rack off her and stood up with a growl.

"You better hide, you prick!" She yelled, pulling out a gun.

Mirage Shot let out a gasp as a stallion swung a pipe at her. She then punched him hard in the nuts and, when he bent over in pain, delivered an uppercut to his face. As he stood back up, holding his face, a kukri slide in front of his throat before slicing it open. Blood sprayed out before the stallion fell.

Mirage had covered her face to avoid getting blood in her eyes. When she opened them, she saw a Dark gray pegasus mare who looked part bat pony. "Who are you?" Asked Mirage.

"Swift Blade," the pegasus replied. "You?"

"Mirage Shot. Your name fits..." she said, pointing at the kukri.

Swift looked at her weapon and then eyed Mirage. "And, what about you? Mirage?"

The light gray unicorn smiled and pointed at something. Swift looked where she was pointing but saw nothing.

"What am I looking at?" Asked Swift, looking back at the mare.

"Me," the unicorn replied with a smile.

"Um..." Swift said before feeling a tap on her shoulder. Quickly spinning around, she saw Mirage again. "Huh?" Looking back, the other Mirage was gone. Looking back at the second, she raised an eyebrow. "What happened?"

"I'm good with illusions..." Mirage explained with a smile.

Swift nodded with a smirk. "Interesting..."

Surprise walked through the large room, looking behind pillars and racks as she passed them.

"Come on out, bitch!" The white mare yelled out.

She then stopped moving and closed her eyes, listening for any sound of movement. Eyes quickly shot open as she whipped around, raising her gun. Twilight ran up to her and knocked her arm aside as the gun went off, tackling Surprise to the floor.

Swift swung her kukri and slit a stallion's throat before ducking and slashing at another stallion's ankles. As he let out a yell and began to fall, Swift thrusted her blade upwards and stabbed the stallion in the jaw. She then pulled it out and kicked him into a group of stallions, making them all stumble. Throwing one of her blades at them, she hit one in the face before leaping at the others. Swiping at another, she hit his face before pulling the other blade form the dead stallion's face.

Using both blades, she slashed at the others while aiming for their throats. When they all dropped, she looked over to see a light gold unicorn male watching her. He had short and spiky chocolate brown hair, same going for his tail, and was wearing a light green, short-sleeve t-shirt and long black Jeans with sport shoes. He clearly was not part of the Apocalypse.

"Damn..." he said in awe.

Swift looked around to make sure there wasn't anyone trying to attack them. "Who are you?"

"Lance Blazer..."

"Swift Blade... You good to fight or ya just gonna stand there watching?"

The stallion pulled out a thin combat knife and a gun. "I can handle my own."

"Good... Show me..." Swift said with a competitive smirk.

Surprise kicked the unicorn off before getting to her feet. She then turned and saw the purple mare getting up.

"Not bad, Twilight," she said, before throwing a kick.

Twi caught it and pulled the mare towards her with a grunt. Surprise stumbled forward before getting her throat grabbed by Twilight. She then raised both arms and whacked Twilight's wrist, making her let go. She then kicked the mare in the chest, knocking her back.

"You're gonna have to do much better than that, pet," Surprise cooed, interlocking her fingers behind her back.

Twilight let out a growl and took a deep breath. She quickly used her magic to throw some clothes into the white mare's face before lunging forward and punching her hard. Surprise let out a grunt and pulled the clothes off her face, a trickle of blood running down her mouth.

"You... fuck..." the white mare growled through clenched teeth.

Lance ran at a stallion and swung his knife at him, slashing his throat before thrusting the blade at another, stabbing him in the chest. Placing the muzzle of his gun to the stallion's forehead, he pulled the trigger. Once the stallion's brains were gone and his body went limp, Lance pulled his knife from the body. Looking over, he saw more running at him, these one's had melee weapons.

One holding a crowbar swung at him. Lance dodge to the side and swung the knife, cutting the stallion's arm in half. Letting out a yell of pain, the stallion dropped to his knees before getting a bullet to the brain. As Lance turned to the others, two kukris flew passed his head and hit both stallions.

"Hey, I had them!" He protested.

Swift chuckled and walked over to them, retrieving her blades. "Too slow... Besides... I was getting bored... Good show, though."

Lance chuckled before running off to fight some more.

Twilight threw a rack into the wall with her magic, breaking it, before making a metal bar fly into her hand. "Come on, bitch," Twilight said as she pointed the bar at Surprise. "This is where it ends for you..."

The white mare smiled before quickly raising her gun. Twilight swung her weapon at it, knocking it out of Surprise's hand before the white mare grabbed the bar with her other hand. She then kicked Twilight in the chest, making the unicorn stumble backwards and lose her grip on her weapon.

"Now, I have the weapon once more..." Surprise sang.

Twilight growled and threw another rack into the wall, making another metal bar fly into her hand. She then ran at the mare with a yell and swung. Surprise blocked and delivered a kick. As the two bars bounced off each other with a metallic clang, Twilight raised her leg at an angle to block the kick.

The unicorn then dropped to her knees and swung at Surprise's legs. The white mare jumped up to dodge the attack while delivering a kick towards Twilight's face. The purple mare gabbed her foot in mid-air and pulled, making Surprise fall on her back. In her attempt to get up, Surprise felt a blow to her back and let out a grunt, kicking Twilight in the face with a grunt.

The hit connected as Twilight let out a grunt of her own, holding her face. Surprise then stood up and kicked Twilight in the side.

"Not bad, Twilight..." the white mare said with a deep sigh, reaching down and grabbing Twilight by the crotch and her shirt collar. "Let's end it," she said, before lifting Twilight up off the floor and throwing her into a couple racks near the door.

The mare let out a yelp as the racks fell on top of her. Smirking, Surprise began to walk towards her before she noticed a bunch of racks around her glow purple. When the racks began to fly at her, she quickly dodged to the side and narrowly avoided being hit. Letting out a growl, she went to retrieve her gun.

"That's it..." she said with a sigh, turning to where Twilight was. "No more games... You have to die..."

As she inched closer and closer, gun raised, another rack flew at her. Quickly stepping to the side, she saw Twilight pop out from one of the racks and run at her. Using her magic, Twilight quickly threw another rack at Surprise. The white mare ducked under it before raising her gun and firing.

The purple mare let out a yelp before clutching her chest and collapsing to the floor.

Gilda and Rainbow Dash stepped out of the mall.

"They don't need us at all, apparently..." Dash muttered.

Gilda let out a chuckle and elbowed her playfully. "Getting bored, Dashie?" She asked. "Planning on jumping in, guns blazing?"

"Perhaps..." the cyan mare muttered before they heard a horn honking.

Looking down the empty portion of the road, they saw a van speeding their way.

"Who the hell is that?" Asked Gilda. "And now of all times?"

Dash squinted her eyes and chuckle. "Huh... 'Bout time they showed up..."

The van pulled up beside them as the back doors swung open. Sterling, Ruby, and Jade climbed out as Flog rolled down the window.

"Apologies for the delay..." Flog said, looking at Dash. "We had some... business to take care of."

"No need for that," Dash said with a smile. "They could use your help."

Flog nodded before Jade got to all fours, her body contorting and changing into her wolf form. Letting out a roar, she lunged into the crowd, slashing and biting at Apocalypse members. Sterling punched her left palm with her right fist before heading off to fight. Ruby, however, just stood there.

"Twilight?" Ruby asked, making Sterling stop.

Turning around, the dragoness ran back to her. "What'd you say?" She asked, grabbing Ruby's shoulders.

"T... Twilight..." Ruby repeated. "She's here... I can hear her..."

"A-Are you sure?" Asked the dragoness, eyes wide with hope.

Ruby nodded and looked passed the fight at the clothing shop. "She's fighting Surprise..." she said, before suddenly vanishing.

Looking around, Sterling couldn't see her. "Ruby?!" She called, before running into battle.

Surprise walked over to the downed mare and raised her gun. "This has been fun... but I think it's time we wrap this up, wouldn't you say?" Twilight glared at her before smirking. "What? What is it?" Surprise asked.

She sudden;y felt a blow to the back of her head before everything went dark. As her body collapsed, another Twilight walked up to her.

"Game over, bitch..." she growled, kicking her in the head to make sure she was out. She then looked at the downed Twilight and knelt beside her. "I said distract her... Not get shot..."

The downed Twilight let out a chuckle and moved her hand, her shirt staining with green blood. "Distracted her, though, right?" She asked, before coughing.

The unicorn realized what was happening and went slightly wide-eyed. "No, you... you can't die... Not you, too..."

"Get Fluttershy..." the downed Twilight gasped as she slowly turned back into Chrysalis. "Hurry..."

Twilight nodded before looking at the doorway, seeing Ruby standing there.

"W-We're, uh... not too late, right?" She asked with a light smile.

Looking passed her, Twilight noticed Jade in wolf form tearing through Apocalypse members. She then looked back at Ruby. "Get Fluttershy over here, quickly."

The pseudo-demon nodded and ran off towards the mall. Twilight then looked down at Chrysalis, who had her eyes on her.

"F... Finish off Surprise..." Chrysalis choked out. "Before she wakes up..."

Twilight looked at the white mare before back at the Changeling. "I can't leave y--"

"You can," Chrysalis interrupted. "I'll be fine. Trust me."

After hesitating slightly, Twilight nodded and stood up, grabbing Surprise by the foot. After dragging her a few feet away, she grabbed a bar from a nearby rack and used her magic to bend it into a "U". She then placed both ends on either side of Surprise's neck and used her magic to push it into the floor. Now, the white mare was pinned to the floor by her neck with no way to escape.

"Now... we can end this..." Twilight said with a sigh, retrieving another metal bar and standing over Surprise's body.

Judgement

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Fluttershy ran into the clothing store and gasped, running and kneeling beside Chrysalis.

"Wh-What happened?!" She cried, looking more worried than Twilight has seen her before. "Y-You promised, you'd... You promised me you'd be careful!"

Chrysalis raised a hand as the crying mare began to simply shudder and whimper. "R-Relax..." the Changeling coughed. "Y-You need to listen to me..." She clenched her eyes tightly, letting out a grunt before opening them. "You have to kiss me..."

"K-Kiss you?" Fluttershy asked. "I-I mean I don't have a p-problem with that, but--"

"J-Just, hurry..." Chrysalis grunted, before Fluttershy dove in and kissed her.

Chrysalis began kissing back as she closed her eyes and her horn lit up with a green glow. Twilight turned from Surprise, who was still out cold, and looked at the two kissing. Chrysalis' veins began to glow green as she clenched her eyes. She soon found the strength to hold the mare close as her wound began to close. Her hold on Shy tightened as her kiss deepened and eyes clenched even more tightly. Breathing heavily, she kept the kiss going as her wound finally closed.

She quickly broke the kiss and laid back, her back arching as she let out a grunt. Fluttershy sat up quickly and gasped.

"Wh-What's wrong?" She asked, sounding afraid before noticing the wound was gone. "H-How..."

"Healing spell..." Chrysalis said with a grunt, letting out a deep sigh before laying limply on the floor, panting heavily. "One of... the most... exhausting spells... Both physically and... magically..." Chrysalis explained, panting heavily.

Fluttershy smiled and wiped away her tears. "Th-That's why you... needed me?" She asked.

"Love keeps... a Changeling's magic strong... My love for you is great and... vice versa... so I was able to pull it off..."

Fluttershy leaned in and hugged her again before Twilight looked back at Surprise. The white mare's fingers began to twitch slightly. Seeing this, Twilight gripped her pipe in both hands.

"If you two don't want to see this..." Twi said before looking over her shoulder. "I suggest you leave now..."

Fluttershy looked up at her before looking down at Chrysalis. The Changeling tried to get up but was too weak, letting out a sigh. Twilight looked back at Surprise, who started to open her eyes.

"Wh-Who the fuck..." Surprise groaned, before opening her eyes fully and seeing Twilight. Letting out a growl, she tried to get up but soon felt the restraint around her neck. "Fuck! Get this off me!" She yelled, gripping the bar.

Twilight slowly knelt down over her and smiled darkly. "Now, that I have you right where I want you... the fun... can begin..."

"Oh, the fun?" Asked Surprise with a chuckle. "Gonna shoot me? End it just like that? You don't have the balls..."

"Oh, I got balls alright..." Twi replied before slapping the mare hard across the face. "And, I'm gonna enjoy every second of this..."

Surprise let out a giggle. "Slap me to death? You think that hurt?"

"No..." Twi said, shaking her head as she stood up. "But, this might." She then raised her pipe and brought it down hard on the mare's left shoulder.

Surprise let out a yell as there was a loud crack. "FUCK!!!" She yelled. "You bitch!"

"Ooo, there it is..." Twilight said with a chuckle before stepping on her shoulder, making Surprise yell in pain. "Feel that? That's pain... Hurts nowhere near the amount of pain you've caused us..." She then removed her foot and raised her pipe again. "Shall we list their names?" Twi asked.

"Fuck you!" The white mare yelled, trying her best to hold back tears.

"Let's see... There was... Tech!" She yelled, whacking the mare's elbow.

"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!"

Surprise let out a yell as another crack filled the air, her elbow shattering from the blow. "FFFFUUUUUCK!!!"

Fluttershy whimpered and looked away. Chrysalis eyed Shy, before eyeing Twilight.

"Let's see... Who else?" Twilight asked teasingly. "Oh, yeah... Emerald!"

Surprise let out another yell of pain when she felt a hard blow to her wrist.

"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!"

1 Day Ago, After Surprise's Takeover...

Twilight ran up to the hotel, seeing it in flames with a body laying out front. Running over to it, she gasped and knelt down beside it.

"E-Emerald?" She asked, tears forming in her eyes as she held the limp body of her former pet. "Emerald?" Tears began to stream her face. "No!" She yelled, burying her face in the mare's neck.

"That fucking bitch?!" Surprise yelled, forcing out a chuckle. "You know she died screaming your name?!"

Twilight's face turned to a pissed off scowl before stomping on the mare's broken wrist repeatedly. "Shut... the... fuck... UP!!!" She yelled, wiping a tear away.

Surprise let out a loud squeal of pain that was stopped short when her voice cut out.

"Lightning round!" Twilight yelled, raising her pipe. "This one's for Aqua!" She then whacked Surprise's right shoulder, then her right elbow, and then her right wrist, making the mare yell out loudly. "This one's for me!" She yelled, delivering a blow to the mare's left and right sides, almost breaking her ribs.

Surprise let out yet another pained yell before kicking Twilight away. The unicorn stumbled but kept her balance

"No, I'm not done yet!" Twilight yelled, whacking Surprise's left and right ankles.

The white mare's eyes were now filled with tears as she couldn't find the strength to yell audibly.

"And, it may have been Dune, but... I'm blaming you... for Citrus and Blitz..." She said, pointing the pipe at the white mare. She then brought the pipe don hard on the mare's left kneecap, before going for the right, shattering both. Surprise tried to yell in pain but nothing came out.

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.

"Now, for the lightning round... EVERYONE YOU KILLED IN THAT HOTEL!!!" She shouted, before going wild and whacking each of the mare's four limbs randomly at random locations.

Fluttershy covered her ears, whimpering softly and clenching her eyes shut tightly, not wanting to hear the brutality of what was going on. After about a minute, Twilight stopped. Looking down upon the mare's mangled limbs, she let out a deep sigh and pulled out her gun.

Surprise was panting shallowly before weakly eyeing Twilight. "Nice... balls..."

Twilight raised her gun and aimed it at the mare's head. "Stop talking..." she said, firing three times.

Hesitating, she slowly lowered the gun and looked at the three bullet holes in the mare's head. Blood trickled out as the mare lay there limply. Not wanting a repeat of what happened with her, Twilight knelt down before feeling Surprise's neck. No pulse. Standing back up, she looked over at Chrysalis and Fluttershy, seeing the pegasus cowering.

Taking a step towards her, Fluttershy inched away with a whimper. Twi stopped, realizing that the mare was afraid of her now.

"I-It's okay, I..." Twilight started, before looking at the doorway to see Midnight and Rainbow Dash standing there.

Twilight stared at them, breathing heavily before looking down at Surprise's lifeless body. Dropping the pipe with a metallic clank, she began to cry. "I-I... I'm not..." she whimpered, before dropping to her knees. "I'm not like her..."

Midnight looked at Surprise's body and quickly ran over to the unicorn, kneeling don and hugging her. "I don't care what you did to her... She deserved it... But, never think that you're like her... Ever..."

Twilight sniffled and whimpered, nodding before hugging the black mare tightly. Seeing that the purple unicorn was busy, Fluttershy moved back to Chrysalis and laid with her, waiting for the mare.

Twilight's eyes shot open as her crying suddenly stopped. "L-Let go..."

"What?" Asked Midnight, pulling back to look her lover in the eyes.

"Let go..." Twi repeated, standing up. "It isn't over yet..." With that, she began walking towards the door.

As she passed Fluttershy, the pegasus cowered and closed her eyes. Twi eyed her before leaving, her hand gripping her gun tightly.

Epilogue

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Twilight left the clothing store, only to be pulled into a hug by Sterling.

"Oh, mistress, I'm so glad you're okay!" She said, her hold tightening. She soon let go and leaned in. "A-Are you okay? Wh-What happened? H-How--"

"Sterling..." Twilight said plainly, cutting her off.

"Y-Yes, Mistress Twilight?"

The unicorn leaned in and kissed her on the lips before pulling back. "We'll catch up later. Right now... I got shit to do," she said, before walking passed the dragoness, heading for the mall. "And, don't follow me!" She called without even looking back.

Sterling watched her walk away before smiling, seeing that the mare was still alive.

Byte lay on a bed in the furniture department of the mall, still out of it. Bit sat beside the bed in a chair, holding her hand.

"When the fight's over... I-I'll get you to the hospital, sister... I promise," she said with a sniffle, before nuzzling the mare's hand.

She then heard a noise near the entrance to the department. Bit took a deep breath and quietly crept towards the front of the shop, using the furniture for cover. When she was close enough, she jumped out and threw a punch. Twilight grabbed her fist and bent her hand back almost to the breaking point. Bit dropped to her knees as Twilight held her hand in place to keep her from attempting to move.

"You helped Surprise take over this city..." Twilight said blankly.

Bit let out a gasp when Twi aimed her gun at her. "No, don't!" She pleaded.

Celestia and Pinkamena ran up behind the unicorn.

"Twilight, stop!" Yelled Pinks. "It's over!"

"It's not over..." Twilight said emotionless. "These two could plot against us... Just like Surprise..."

"N-No, we're not fighters!" Bit cried.

"They could also help us!" Pinks yelled. "Not everyone is like Surprise!"

"I can't risk it..." Twilight said, starting to pull the trigger.

Pinkamena was about to protest when Midnight ran in front of her.

"Twilight!" Yelled the black mare. "What are you doing?!"

Twilight looked over her shoulder at the mare. "Ending this..."

"Do you remember what just happened, Twilight?!" Midnight yelled. "In the clothing store? You're not like her! You're better!" She said, tears starting to form in her eyes. "You're better than that!"

Twilight hesitated before looking down at Bit again, clearly trying to figure out what to do with her. Eventually, after what seemed like forever, Twi let go of the mare's wrist and holstered her gun. "Don't fuck this up..."

Bit held her wrist and rubbed it, looking up at the unicorn. Twilight then turned and walked away, not saying a word. Celestia and Pinkamena eyed each other before Midnight ran after Twilight.

"Twilight," Midnight said, running up beside her and putting a hand on her shoulder. "Hold up..."

The purple mare stopped walking and let out a sigh. "I've changed, Midnight... I'm not the same as I was..."

"This city does that," the black mare cooed as she stood in front of Twilight and gently held her cheeks. "But, we'll work through it... You... Me... The girls..."

Twilight said nothing for a few seconds before looking down at the floor. "Minus Emerald and Aqua..."

Midnight nodded and sighed. "I miss them, too..." she said with a sniffle, wiping her eyes. "But, we'll s--"

"I killed them..." Twilight suddenly said.

Midnight didn't know how to react this. She simply stared, open-mouthed, at the mare. "Wh... What?"

"I got them killed..." Twilight repeated. "She was screaming my name..."

The black mare felt a few tears fall from her eyes before she said anything. "I-It's not your fault... You gave them a place to live... You saved them..." Twilight eyed her, not saying a word. "Come on..." the black mare said, putting her arm around the mare. "Let's head, uh... Oh, yeah... Um..."

"We'll make do..." Twilight said, finally speaking up but not with any more emotion than before. "We'll rebuild... Make it better... No one will fuck with us..."

As they spoke, Celestia walked up to them. "Bit said they would... help..." the alicorn said, looking between the two of them. "And, I am sure that... many of the ones you recruited, Twilight... will want to join us as well."

"Well, we need all the help we can get, right?" Twi asked before looking at Celestia. "I mean, after all..." she began before her eyes narrowed into a glare. "Some of us don't live as long as others..."

Celestia let out a silent gasp before Twilight walked away, heading out of the building.

"What'd she mean by that?" Asked Midnight, turning her attention from Twilight to the alicorn.

"Huh?" Asked the white mare, clearly caught off guard by Twilight's question. "Oh, uh... Nothing..." she said, before heading out of the building as well.

Midnight raised an eyebrow before following them both.

As Twilight stepped back onto the street, Rogue came running over to her. "Twilight. We found this on Surprise," she said, holding her hand out. On her palm was a plain gold ring with strange etchings all over it.

Twi took it and looked it over. "Huh..." She said, before turning around to see Celestia leaving the mall. "Here, princess," she said, tossing the ring to the mare. "Recognize this?"

Celestia caught it and looked it over, eyes going slightly wide before looking at Twilight. "Where did you find this?"

"It was on Surprise..." Twilight said with a smile. "Looks old. What is it?"

The alicorn looked over the ring once more before shaking her head. "I-I do no know... I apologize..."

Twilight let out a scoff and turned back to Rogue. "Get everyone together... We need to start planning out our next move..."

1 Year Later...

Rainbow Dash sat down in a folding chair in the park. In addition to hers, there were tons others set up, all ready for the wedding that was to take place today. After looking around and seeing others sitting down, Twilight sat down beside Dash.

"Did you do it?" Asked the unicorn as she looked ahead.

Rainbow nodded. "But, I don't understand why you couldn't do it... You started it. It was your idea..."

"I don't have time for that... Not anymore..."

Rainbow let out a sigh. "No time for your friends' wedding gift?"

Twilight eyed her and shook her head. "I shouldn't even be here. I should be busy trying to monitor this city... and keep it safe..."

The cyan mare nodded and looked ahead. "I'm... sorry all this happened... It was a nice funeral , though, right?"

Twilight smiled lightly, thinking back to the day before when they had the funeral for Emerald, Tech, Aqua, Citrus, and Blitz. "Yeah..."

Dash smiled back, seeing that her friend wasn't completely dead inside. "Hey..." she said, leaning in. "I think Gilda and I are a thing now..."

Twilight eyed her and let out a very soft, very brief chuckle. "Heh... Keep that feathered ass to yourself."

"Hey, she has a nice feathered ass," Dash replied with a chuckle. "Very nice..." Twilight rolled her eyes and sighed. "So..." Dash started, changing the topic. "Did you see Fluttershy in that dress?"

Twilight nodded. "Beautiful..."

Rainbow suddenly let out a groan. "Oh, I can't wait to give them our gift..."

The unicorn eyed her with a light smirk. "Patience, pet..."

"Yes, master," Dash cooed, sticking out her tongue playfully.

Rainbow Dash led Chrysalis and Fluttershy out of the forest and into a clearing.

"Okay, Rainbow..." Chrysalis began, sounding rather annoyed. "It was along flight as it was... Did you really have to make us walk all this way?"

The pegasus nodded and pointed at a nearby cave. "Your gift is in there."

Chrysalis looked at the cave before looking at Dash. "You shitting me? Our gift is in a cave a bajillion miles from home?"

"Trust me," Dash sang, pointing at the cave with enthusiasm. "Go, look..."

The Changeling looked at Fluttershy, who simply shrugged. "Fine, we'll go look," Chrysalis said as she reluctantly made her way towards the cave.

Upon entering, she stopped and held her head, letting out a gasp. Fluttershy stopped beside and put a hand on her back.

"You okay?" She asked, before Chrysalis took off running.

Flutters ran after her as the two headed deeper into the cave. After turning down a couple branching paths, Chrysalis stopped in the entrance of a large cavern. Inside were about twenty Changeling drones. They all had the basic look of a naked dark gray mare with double-D breasts, appearing to be futa, and reptilian spines instead of a mane. Chrysalis stared at them with wide-eyes, dropping to her knees as they all looked over at her with their dim green eyes.

"Y... Y-You're..." the queen stammered, eyes filling with tears. "Y-You're alive?"

Fluttershy stopped running when she saw them and gasped. "Are... A-Are these..."

Chrysalis nodded before getting up and quickly running towards her children. They all gathered around her as she began to hug each one tightly. "I can't believe you're alive..." she cried, smiling widely.

The pegasus mare watched and smiled, happy to see that not all of Chrysalis' children had been killed in the fight.

Chrysalis and Fluttershy soon left the cave to see Dash leaning against a tree, arms crossed.

"Enjoy your gift?" She asked as the Changeling made her way towards her.

When she was close enough, she pulled Dashie into a tight hug. "Thank you..." she said softly, her face still a little wet.

Rainbow smiled and hugged back. "You're welcome, but... it wasn't just me..." she said, gently rubbing the queen's back. "Twilight was the one who tracked them down."

"H-How'd she do it?" Asked Chrysalis as she pulled back and wiped her eyes.

"Well..." Dash began with a smile. "After the fight, there were an increased amount of tickets sold for a plane out of Ponytropolis. Twilight followed the path and it landed her around her. Apparently, some of your children were afraid of getting killed and fled the fight... And, fearing you'd be mad at them for running away... they went into hiding..."

Chrysalis nodded and looked back at the cave'e entrance to see her remaining children standing there. "I'm not... mad..." she said, turning and walking towards them. Fluttershy followed as they stood in front of the drones. "I would've understood... You all mean the world to me... I know I used to show it along time ago... and then stopped when I came here... I'm sorry for that, but... I promise I'll be like I was," she said with a smile, putting her hand on one of the drones' cheek. Her children all smiled before looking at Fluttershy. Following their gaze, the queen chuckled. "This is Fluttershy. We're... We're married now," she said with a smile, trying not to cry again.

Flutters nodded and looked at her. "Happily," she said, before looking back at the drones. "Maybe Celestia will let us have a suite and we can have your children live with us..."

Chrysalis let out a chuckle and nodded. "I'd like that..." she replied before one of the drones stepped up to Fluttershy and hugged her. "I won't be the only one who'll need love..." Chrysalis pointed out. "They all looked drained..."

Fluttershy's ears perked as she heard this, hugging the drone. "They need love?" She asked. "So, I'll have to... With all of them?"

Chrysalis smiled and nodded. "Oh, yes... Won't be too much to handle, will it?"

Fluttershy blushed and looked at the drone who was hugging her, a light smile appearing on her face. "I guess I'd be... okay with that..." she said as her heart quickened pace, not expecting to be a sex mom for a bunch of Changelings. "But, if they're your children then that makes them mine as well... And, I'll do whatever it takes to keep them alive and happy..."

The drone who was hugging her smiled and moved her hand to Shy's breast. "Not now, sweetie," Shy cooed, gently taking the drone's hand.

"Flutters?" Asked Chrysalis, leaning in. "They may not have enough energy to change their appearance or fly, so... Now, might be the best time..."

The shy mare blushed heavily. "O-Oh... Right... Um..." she stammered, looking at the other drones. "Oh, boy..."

Twilight stood in front of the partially rebuilt hotel, holding a laptop. For all intents and purposes, it was safe to live in. There was just more to add on later to make it bigger. But, at this very moment, it looked like it did a year ago. Smiling lightly, Twilight entered the building and began making her way to the stairs when a voice made her stop. It was Celestia's.

"Twilight," the alicorn said as she walked up to her. "Where are you going?"

"My room... I have to monitor this city to prevent anything like this from happening again..."

"But, everyone's over at the other hotel..." Celestia replied with an upset look. "Please, Twilight..."

The unicorn let out a sigh and turned to face her. "Fine... If you can answer me this... If Surprise was so smart... and everything she ever did had purpose... then what did she do in Manehattan?"

Celestia hesitated in thought before shaking her head. "I do not know, Twilight..."

"Recruiting a back-up plan, no less..." Twi said before turning and heading for the stairs.

Celestia wanted to stop her but found it useless. As she made her way back towards the front door that question repeated in her mind:

What was Surprise doing in Manehattan?

1 Year Ago...

Surprise stepped off the bus, looking around as she now stood in the City of Manehattan. She was wearing shorts and cyan t-shirt with a backpack. As the bus began to drive away the white mare made her way into the city, which was significantly smaller than Ponytropolis.

After a bit of walking she came to an abandoned apartment complex, looking it over from the outside. Thinking for a moment, she entered the complex. It was run down but still looked like a good place for a fugitive, or three, to hide. She headed to the staircase and listened closely.

She quieted her footsteps as she got to the basement, walking silently and slowly down the hallway. Eyeballing rooms she passed, she saw that most of the rooms were for storage... which was odd as a room further down had light coming from it. The white mare tilted her head as she could hear giggling and moaning as she got closer. Smirking she silently walked up to the room, peeking inside.

Surprise smirked and looked at the room across the hall, noticing it was much smaller and had a table at the far wall with a jewelry box on it. Being curious, the white mare walked over to it and opened it up. Inside were three red jewels.

"Hmm... Pretty," she cooed, looking them over.

"Who the hell are you?" Asked a voice from behind her.

The white mare closed the jewelry box and turned around, seeing a macaroni-colored mare with poofy orange hair. She was wearing a thin night gown and holding it closed with her left hand.

Surprise simply smiled. "A friend."

To Be Continued...?

[BONUS SCENE] Fluttershy and Dash Help The Drones

View Online

The drone who was hugging her smiled and moved her hand to Shy's breast. "Not now, sweetie," Shy cooed, gently taking the drone's hand.

"Flutters?" Asked Chrysalis, leaning in. "They may not have enough energy to change their appearance or fly, so... Now, might be the best time..."

The shy mare blushed heavily. "O-Oh... Right... Um..." she stammered, looking at the other drones. "Oh, boy..."

The drone pulled back to look her in the eyes. Fluttershy looked into the drone's eyes before looking down at her penis. The shaft was the same color as her body but the head was green. Blushing, Fluttershy smiled and looked at Chrysalis.

"Sorry, I'm just... I'm not use to... having sex with more than one at a time... It sort of feels like I'm... cheating on you..."

"No need to feel that way," Chrysalis said with a smile. "This is normal... Sex is the fastest way for a Changeling to gain energy... It's also the most fun, so... Have fun. And pretend their me."

The pegasus nodded and ran her hands down to the drone's hips. "I'm not used to this..." she said to the drone. "So you may have to guide me a little..."

The drone nodded and gently gripped Fluttershy's shirt, lifting it up. The pegasus smiled and blushed as she pulled off her shirt herself, exposing her large tits. The drone gently held the right breast with both hands before lifting it slightly and wrapping her lips around the nipple. Shy let out a sharp moan as she felt her own rod twitch. As she enjoyed the sucking, a second drone came over and began doing the same to the other breast.

"Oh, my gosh!" Flutters gasped and out the knuckle of her right index finger in her mouth, gently biting it.

She then let out a gasp when a third drone got behind her and gripped her pants. As they were pulled down, Shy's thick cock sprung free as the pegasus blushed harder. The third Changeling then began to lick and kiss the shy mare's butt while a fourth one walked up in front of her.

"Oh, my..." Shy said with light moans, seeing the fourth one get to her knees.

The new drone then gently grabbed Shy's cock and began to stroke it. After a couple strokes, she leaned in and began to suck on the head. Flutters let out a loud moan as the drone took more of the cock into her mouth, licking around the shaft.

Rainbow bit her lip and gripped her own breast while she watched before looking over at the other drones. Two had turned to face each other and their breasts and cocks were rubbing together. Letting out a sigh, Dash pulled off her shirt and removed her bra.

"Fuck it," she said, getting the attention of Chrysalis, who simply eyed her with a smirk.

The cyan mare finished undressing before making her way towards the remaining 16 drones, specifically the two facing each other. As she neared them, they looked at her.

"If you need some lovin'..." Dash said with a smile. "I got lots to give..."

A few of them smiled as one came over and held her hips before licking up her cleavage to her neck. Dash let out a soft coo before chuckling.

"Lay down..." she said, making the drone stop her licking.

She then got down on her back, looking up at the cyan mare as Dashie stood over her. The mare then lowered herself so that her pussy was lined up with the Changeling cock before dropping down with a sharp gasp.

"Oh, that feels great..." she moaned out before rocking her hips.

Another drone made her way over and got behind Dash, holding the mare's shoulders before Dash felt something slide into her ass. She let out a soft grunt and looked back with a smile, rocking her hips some more as she enjoyed both holes being filled. As she did this, another came over and squatted down over the first drone's face, her pussy resting on the lying Changeling's mouth. She then leaned in and began kissing Dash's chest.

"Oh, you girls are amazing!" Rainbow moaned out and tilted her head back.

When she looked down again, she saw four more drones walking over, two on each side of her with their cocks throbbing and twitching. Dash smirked and grabbed of them before leaning in and taking on her left in her mouth. As she sucked and bobbed her head, she used her right hand to alternate between which cock she stroked while her left hand focused on the remaining dick.

Chrysalis watched both Shy and Dash as she, too, began to undress. "Better join the fun..." she cooed as she slipped out of her skimpy bra and skirt.

When she was all undressed, she looked at the 9 remaining drones. "Come to me, my children," she cooed as she held out her arms.

The other drones immediately came over, looking rather excited. Chrysalis gripped her own cock and smiled, stroking it lightly. "Five of you down here..." she cooed as five of the drones got to their knees, two servicing their queen's balls while two serviced the shaft and the fifth service the head. "Two of you on my breasts..." she said as to drones moved to her chest. "And the last two... take turns with this," she moaned, rubbing her own ass.

The last two smiled and moved behind her before one pushed her cock into the queen's pussy, moaning cutely as she began to pump her hips. The second watched and then leaned into the other drone, rubbing her breasts and kissing her neck. Her cock twitched and throbbed against the first drone's leg. When the first was ready, she pulled out and gave the second done a chance at the queen's backside. This time, the second drone took the ass hole while the first began to kiss the second's neck and chest.

Fluttershy felt her knees begin to wobble before looking over at Dash. Blushing, she looked at the drone sucking her dick. "C-Could you... lay on your back?" She asked.

The drone stopped sucking and pulled off of her cock before laying on her back. Fluttershy then dropped to her knees, aligned the cock, and lowered herself onto it with a moan. One of the others got behind her and poked her ass with her cock. Looking over her shoulder, Fluttershy nodded and the drone pushed her way in. Shy let out a loud squeak of pleasure and started rocking her hips like Dash. Looking at the remaining two, she smiled.

"One on each side, please..." she cooed as the drones did as asked.

Once they were in place, Shy grabbed both their cocks and began stroking them. Blushing hard and biting her lip, she leaned in to one and gave it a lick. It sort of tasted like Chrysalis', but that was probably the normal taste of Changeling cock. Flutters then slipped it into her mouth before sucking and bobbing her head.

Looking over at her, Chrysalis chuckled and let out moans of her own. After a while, Fluttershy's moaned increased more and more and became louder and louder before she stopped sucking on Changeling cock and stroking the other one to furiously stroke her own. The Changelings that were penetrating her holes pulled out and stood as Shy laid on her back. Letting out a loud moan, her cock erupted in a flood of cum, painting her face and chest with semen.

The Changelings around her smiled and knelt down before one began licking her face clean, another licking her left breast clean, the third licking her right breast clean, and the fourth licking her cock clean. As this happened, Dash let out a loud squeal and came hard, squirting juices onto the Changeling's crotch.

"Alright, let's finish this up!" Chrysalis called with a smile as all the Changelings stopped what they were doing.

Rainbow's Changelings helped her up and walked her over to Fluttershy, where she laid beside the mare, both panting heavily. The 20 Changelings surrounded them and jerked off their own cocks, stroking quickly as Dash and Fluttershy eyed each other with blushes. Suddenly, the drones began to cum all over the two mares, coating their bodies in their Changeling cum. When the cum shower had ended, a couple of the drones helped the two sit up as Chrysalis began to jerk off her cock.

"My turn..." she cooed, gently rubbing her cock on Shy's cheek.

She then let out a gasp as she shot cum all over the mares' faces, getting Dash in the mouth and Fluttershy in one of her eyes. With one eyelid closed, Fluttershy let out soft moans as she felt her face become covered in her wife's semen. When the queen's orgasm ended, she got to her knees and gently took Fluttershy's cheeks in her hands, leaning in and kissing her on the lips.

After a few seconds, she pulled back and looked at Dash. "Thanks for your help..." she said, kissing her on the lips as well.

Watching this, the drones paired off in 2's and began to kiss each other.

Ponytropolis III, Part 2

by Pinkamena666

Scattered

Sewers

Surprise's Past

Out To Lunch

Parts Of The Whole

Commandeering A Tank

A Night Of Fun

Reunited

The Mall

Revenant

Recruitment, Part 1

Recruitment, Part 2

Recruitment, Part 3

Recruitment, Part 4

Warzone

Playing Games

You're My Pet Now

Showdown

Judgement

Epilogue

[BONUS SCENE] Fluttershy and Dash Help The Drones