Shining's Force: The Legacy of Great Erection

by Dr Sharaz Jek

First published 3rd of December, 2018

Shining Armor must make a heavy sacrifice for the future of Equestria.

There's a secret in the bowels of the Crystal Empire known only to a select few, one Shining Armor will quickly become rather intimate with, in more ways than he could possibly imagine. But what he believes is simply one of his wife's kinky games turns out to hold the fate of Equestria at stake!

Will the noble warrior be reduced to little more than a sperm bank for the lucky chosen mares?

Some chapters will have more extreme fetishes which I'll try to warn the reader about at the beginning! Kinks: Non-con including male-on-female, female-on-female, and brief scenes of male-on-male, tentacles, impregnation, twins, bukkake, cum inflation, futa, bestiality, snuff, and tons more too minor to mention or that I've forgotten!

Maid For Pleasure

Darkness surrounded Shining Armor, who was led blindfolded deep into the recesses of a crystal palace, into an area known only to those who were sworn to complete secrecy. He followed the winding stairs deep down into the chambers below. A draft tickled his fur and made him bristle. His heart thudded ever faster in anticipation, uncertain why he was directed here, or what awaited him. But since it was a request from his beloved he knew it must be important indeed.

His trots echoed all the way down, hooves from a pair of unknown mares on his strong shoulders, as they directed him onward. Occasionally he would shoot them a casual question, but they either responded with short evasive answers, or decided to ignore him completely. He shrugged and cantered onward. While the Crystal Empire still harbored many secrets, he'd never pursued any real answers, content to let his lovely Princess handle such tiresome affairs.

Suddenly his small entourage pulled to a stop. "We have arrived," said a well-spoken mare. Gently she removed the blindfold from his eyes, and he blinked several times, his eyes coming into focus as he looked into a massive bedroom decorated in reflective crystals that appeared to collect small traces of light and store them. Ahead lied a massive bed complete with silk sheets and curtains, a heavy dresser and mirror were placed at its side, and the air smelled of perfume.

He swallowed hard, tried not to leer. "Uh...what is this?"

The pair of crystal ponies smiled at him. They wore maid headdresses to match their lacy costumes, complete with garter belts and high-heels underneath. The pair of twins bowed low. "We are here to serve you at the behest of Princess Cadance, master. I am Foal-Bearer."

"And I am her sister, Wet Nurse." The pair of earth ponies were like a rainbow of colors, curvaceous yet transparent and translucent. Their manes were neatly trimmed into bobcuts. He shivered as they draped himself upon him. He felt their warmth, listened to their heartbeats. "We aim to please."

He shook his head, unable to take his eyes off them more than a moment, no matter how hard he tried. "I don't understand. I know Cadance wants me to be happy, but isn't this a bit much?"

"Nonsense. We were selected by Princess Cadance herself to fulfill this sacred duty. We sacrificed our old names and lives to serve Equestra. And who says we can't take comfort and pleasure from the act? After all, you are an incredibly handsome stallion of immense status."

His chest swelled at such brazen praise. He couldn't deny a twitch from his nethers at the thought that they were willingly to bed him at his leisure. Even so he the idea of lovely mares reducing themselves to mere breeding stock simultaneously aroused and profoundly disturbed him. "But why? Did Cadance really set all this up simply to help keep our marriage spicy?"

The pair shook their heads in unison. "It's more than that. The Princesses foresee a war far off in the future that engulfs all of Equestria. In order to survive we require the best. You are a powerful and noble unicorn. Your innate magic will likely be passed to any offspring, especially once proper preparations are made. Your foals shall be raised to protect our homeland."

He shivered as they stroked his fur. "I'm not sure I'm comfortable with that. Children raised to be soldiers? I mean it's an honorable position, believe me, but will they have any choice in the matter? And besides, these are my kids! Will I even be able to visit them?"

Foal-Bearer nodded. "Of course. Granted this all must be kept a secret, but I assure you Princess Cadance has made all the necessary preparations to make certain they'll be well-educated and content. She's willing to make adjustments as necessary to make certain you're pleased."

Wet Nurse nuzzled his snout with her own. "Do not shame us. We want to bear your foals. Nothing would make us happier." The pair trotted over to the bed, and slowly bent over the side next to one-another, hooves used to raise their frilled skirts. Below were frilly panties that were partially transparent, and so thin their ponuts and vulvae were visible. Small moist spots were already forming about the crotch areas in anticipation. "Please, service us!"

Gradually the sisters started to make out. Their lips smacked as tongues danced and saliva was traded between them. Eyes heavy under makeup were lidded and their cheeks were flushed. His charcoal black cock twitched up-and-down as it started to push from its sheath.

A spark traveled throughout his horn which lit up in response to his spell, and he reflexively used his telekinesis to slowly draw their panties down the curve of their buttocks, at first to the point where their puckered anuses laid exposed, then their winking pussies, their swollen lower lips connected by a strand of marecum to the crotches of their now well-stained underwear.

It still wasn't too late to turn back. His wife would be disappointed but she'd understand and accept his reservations. Yet his muscular body seemed to move on its own, trotted closer as he lowered his snout, and breathed in the sweet musk of their exposed marehoods. "Okay," he mumbled with feigned reluctance and a dopey smile. "I'll do it!"

Wet Nurse's face twisted in need when she looked over her shoulder at him. "Take us in whatever order you like. We don't mind how. Use whatever holes you wish." The sisters used their hooves to spread each other's pastel pink pussies and assholes wide open. "Just make certain you finish inside us both at least once before the day has ended."

Precum dripped from his flared stallionhood as he playfully slapped it between the buttocks of Wet Nurse, only to deny her when she cooed as he did the same to Foal-Bearer. He rubbed his veiny penis against their holes, teased the sisters and himself, certain it would make their union all the sweeter. His tip smeared a bit of his clear excretions over their buttholes and labias.

Foal-Bearer shot him a desperate wide-eyed and open mouthed look. "Please, don't toy with us so much, master!" They swayed their hindquarters at him in a sensually subdued rhythm.

He slapped one hoof on Foal-Bearer's buttock and another at the same time on Wet Nurse's, smacked them so hard he left a red hoof-shaped mark as tender flesh wobbled under his touch. "Hey now, aren't I supposed to be the one in charge here?" An eep sounded from the twins as he spanked their cheeks about. They submissively lowered their front halves low as they could, stuck their asses skywards as they could, tails fully raised in submission to their Prince.

He couldn't help but smirk at the power he held over them. "Maybe I'll stick my thick, huge cock inside you sisters..." He groped their buttocks and continued to rub his shaft over their pert backsides. "But you've gotta do something for me too. I want to hear you beg for it."

"Please," the twins murmured. "Make love to us."

He shook his head. "Too formal. Too classy. I want to hear some dirty talk!"

They answered, "We need your cock inside us now! Give it to us!"

"I've started to feel a little limp." He smooshed their asscheeks. "Try harder than that!"

They simultaneously cried out in desperation, "Fuck us hard, master! Ravish us into complete submission! Batter our slutty foal-holes and shoot your loads deep into our fertile wombs!"

Unable to hold back anymore, he pushed Foal-bearer down by the head with one hoof into the sheets, while the other seized her maid costume, which he tore away in tattered shreds. She bit into a pillow as his member pushed into her folds in a small but messy spray of her liquids. Her swollen teats and well-rounded flanks bounced about as he started to relentlessly buck her, the bed shaking and squeaking with every motion of his vigorous hips.

Wet Nurse rubbed her clit and slit as she watched her sister be fucked hard. What the pair hadn't shared with their new master was their secret; ever since they acquired their Cutie Marks their sensations were always shared. Be it pain or pleasure they were in perfect tune with what happened to their counterpart, which enabled them to effectively double any carnal sensations.

The breeders whimpered as he traced their sphincters with his hooves to the point where they repeatedly clenched and unclenched in response. He draped his full weight atop the mare for the deepest penetration possible from this angle, felt his cock poke against her cervix with each frenzied thrust, felt his ears perk up while he listened to their euphoric lamentations.

Her lower lips started to needily suck on his well-buried cock in spasms, determined to milk his balls dry as the moist pink tunnel enclosed around his shaft. He seized up with clenched teeth and came a little on the spot, small plashes of his hot seed unloaded inside her.

Rather than let these sultry sirens win so easily, he seized her tail between his teeth and yanked it so hard she yelped, his sweaty muscular hips continuing to thrust hard as he could into her. The twins whimpered and squealed and freely wept tears of shameless joy. "I want your cum! No, I need it, master! Fill my fertile uterus with your powerful seed and inseminate me!"

He pulled her mane with a war cry and snort of his nostrils, sheathed himself balls deep, fired an explosive series of shots into her moist walls. Her love tunnel rapidly milked his vein-covered penis the entire time, for well over a minute until his throbs slowed down which left him dry.

"N-no fair, sister! Save some for me," whined Wet Nurse as the twins heaved heavy bosoms.

He smacked her derriere so hard she whinnied to put her back in her place. "Be patient. Master will handle that sweet little ass of yours soon!" He'd never spoken nor acted this way to his wife no matter how much she wanted it; he simply couldn't demean somepony he loved that way. However now proved a prime chance for him to fully cut loose at his leisure.

He sidled over to the cheerfully dazed Wet Nurse, poked the tip of his dick upon her ponut, then slowly sunk his way into her tight backside as he mounted her. He tore her costume away too like she was some wench from a cheap bodice-ripper novel. "Oh by Celestia's tits yes," she screamed blasphemously as he pumped into her. "Make your slutty toy take it up her ass!"

Foal-Bearer draped herself atop her twin, and her marehood continued to wink, which dripped a mixture of his fluids and her own onto Wet Nurse's tasty flanks. He drove himself all the way into her, felt her clench about his width, and a coo sounded from the twins who started to make out some more. Ever since their birth they had done everything together they could, from their showers to their first stabs at sexual experimentation. It's one reason why they had chosen this position once it was offered; it assured them a comfortable life where they never need part.

He wrapped a hoof around Foal-Bearer's swelled teat, and another about Wet Nurse's, rolled them about as he pinched and tweaked perky nipples. The latter lived up to her name as milk squirted from her pastel pink areola, beaded the tip which dripped over his masculine hoof.

His muscular buttocks were soaked in perspiration as he continued to slam into the maid. A part of him wanted to release inside her rectum, but he had a sacred duty to fulfill, one that the Princesses believed could lead to Equestria's salvation. He felt his stallionhood start to shudder anew, barely pulled free of her asshole in time, and hilted her pussy all the way as his dick found sweet release. His flared head painted her pink love tunnels white under a hot flood of spunk.

The twins whimpered and mewled, squirted all over each other and the bedsheets, which left a heavy stain that continued to spread, not to mention the sweet scent of their slimy pussies. He unsheathed himself from the second maiden, took a moment to admire his handiwork, as their vulvae continued to wink and drip in satisfaction. He possessively smacked their well-marked bottoms.

With all the potions they had taken to make themselves even more fertile there was no doubt he'd fathered more foals. Likewise they had taken similar substances to enhance the potency of their wombs, and better collect traces of his mystical nature, which would further enhance their offspring. He placed himself between them on his back, relaxed as they dreamily started to nurse his cock between them, determined to clean his dark shaft which still tasted of the horny pair.

He directed their heads up-and-down. Globs of semen flowed down his meaty altar to the point where he shuddered in satisfaction. They masturbated each other casually, licked, kissed, stroked, and suckled his royal cock, which twitched under their playful ministrations.

After they couldn't milk anymore from his dick, they started to swish and chew on all the spunk they'd lapped up, spit and drooled it into each other's mouth as they repeatedly traded his precious seed, savored its taste and texture like the potent mana it truly was. They opened their maws wide to show off his bubbly spunk and smirked as they happily swallowed it down.

His hooves cupped around their bottoms when he pulled them close to his barrel-like chest. They swooned and laid their heads upon his chest as they cuddled him. Slowly they drifted into a peaceful sleep. He stroked their manes as they quietly snored in his well-toned arms. But he knew they were merely the first of the breeders he would have to take care of.

To combat the darkness that was to come Cadance had prepared an entire harem of the most desirable volunteers to service the virile stallion. He would make it his personal mission to inseminate every beautiful mare on offer. After all the fate of Equestria was at stake. Who was he to say no in such a dire situation?

Author's Notes:

Just something quick I whipped up out of boredom. More will hopefully be forthcoming whenever time and inspiration permits! Not really one for making OCs, so just think of them more as generic background ponies that have been thrust into the limelight for a bit of clop.

Sunny Side Up

The next day Shining Armor was blindfolded and led back to the underground chambers once more. This time special potions were prepared that would not only make him even more virile, but also enhanced his magical potential, which could be passed on through his sperm. While the bubbly liquids tasted awful, he couldn't deny how invigorated he felt afterwards.

In truth he wouldn't be surprised if he had the energy to breed every mare in this country and still have some to spare. With a broad grin he tried not to let all his newfound perks go to his head. From what he understood there were likely dozens more who were in need of his service.

Cadance lived up to her reputation as Equestria's most amorous mare in more ways than one. She ordered the Crystal Empire decorated with subliminal, sexy advertisements aimed at the populace which would make them more likely to breed. After all they needed to build up their numbers.

"I'm probably the luckiest stallion alive," he said when they reached the bedroom. "Nah, more like the luckiest one that ever lived." The twin mares removed his blindfold as he continued. "Beautiful wife, lovely daughter, wonderful parents and sister, a whole country to call my own..." He rambled on aimlessly because the substances had made him incredibly hyper and lowered his inhibitions.

The twin maids parted and bowed low to welcome him inside. He trotted past the threshold and felt his heart race as he waited by the bedside. Who would he have to breed tonight? His imagination wandered over a myriad of possibilities, some rather far-fetched. He doubted Celestia or Luna would ever be on the table, but he was promised the best-of-the-best.

"Master." The sisters bowed low then quietly made their exit. He watched the saucy sway of their buttocks and teats as they slowly retreated in order to keep himself aroused.

Several minutes passed. Almost like the chosen mare wanted to intentionally build up his anticipation. He started to pace and fidget, much like the day when Cadance delivered Flurry Heart, felt his heart pitter-patter under his chest. He turned when a shadow fell.

He froze at the sight of the ravenous newcomer before him. He vaguely recognized her but struggled to put a name to that gorgeous demeanor. Thick red-and-yellow tresses fell rather fetchingly over one half of her face, which was lit up by a warm smile that matched her fiery appearance. "Um, hello. Twilight Sparkle told me her brother was handsome, but to actually see him in person? She almost sold you a little short!" The unicorn cantered over to him.

Shining Armor swallowed hard. "S-Sunset Shimmer?" He remembered she used to be Celestia's personal student, that she'd fled to some parallel world, and that his sister had helped her see the error of her ways. "Sorry, Twiley's told me a bit about you, but she never introduced us!"

"Probably worried I wouldn't be able to keep my hooves off such a sexy stallion!" She delivered it like a joke, but behind the laughter he knew it wasn't much of an exaggeration. She brushed his cheek. "Cadance sure is lucky! And she won't be the only one by the time this is over!"

He told himself to be patient and settle into the mood; nevertheless he wanted to take her then-and-there. His nethers throbbed at the mere idea that she wanted to be bred by him. "Well, from what I've heard you are one of the most powerful unicorns in Equestria. A natural talent, even."

"Flatterer. Not that I mind." She batted her eyelashes coyly at him. "The truth is, I..." She looked away. "It's not just for Equestria's sake. And sure, I am a bit curious what you're like in bed, but...but your sister asked me to do this for you, and I couldn't turn her down. Not after all she's done for me. Were it not for her, I would've continued down a bad path, or worse."

"T-Twiley asked...?" Every instinct screamed at him to mate with her but he shut it down. "Look, I'll be honest. Right now I'd love to sleep with you more than pretty much anything. However I don't want you to do this because you feel guilty or ashamed or whatever." He planted firm hooves on her soft shoulders. "It has to be mutual. Not something that you'll possibly regret later."

Sunset looked back at him as he wiped a tear from the corner of her eye. "Oh, I know I won't." She nuzzled her snout on his hoof. "I'm honored your sister asked me. Please, make love to me."

She was so warm and full of empathy. Not at all unlike his beloved. She stared wide-eyed at his mostly sheathed staff and almost drooled at its size even at partial mast.

Gently he lifted her into his muscular limbs, clasped her to his warm barrel-like chest as he kissed her head, and carried her over to the extensive bed. He placed her upon the silk sheets and she draped herself in a subtle but sensuous manner on her side to accentuate her curves. He started at her ankle, traced up her leg, felt the muscles below her skin as he caressed her foal-bearing thigh. She was warm and supple and continued to watch him with seductive eyes and a coy smile.

She took his free hoof in her mouth and suckled it, practically made love to him with her eyes, her playful stare locked with his own. "Mmm," she murmured. She moved his other hoof over his belly, placed it upon one of her breasts, and applied pressure so that he squeezed it. Her mound squished under his touch and he felt her pink nipple stiffen and brush upon him.

The unicorn laid on her back and slowly parted her legs. A small blush lit her cheeks as her closed slit and puckered anus were exposed to him. He traced her tight entrance and felt a trickle of moisture which dribbled from her lower lips only to fall over her asshole. her horn lit up as she used telekinesis to slowly part her folds which glistened a bright pink. Her clit swelled and winked in response. Likewise she widened her sphincter in case he wished to take her there.

He positioned himself over her, felt his stallionhood gradually emerge from its sheath, and its vein-covered underside brushed over her slick marehood where it rested upon her entrance. Precum beaded his flared tip as his shaft throbbed. All he needed do was alter his position a little and he would be buried inside her. His balls ached as they rested upon her meaty ponut.

She wrapped all her limbs around him and kissed his snout. Her flame-like tail swished about. "Don't make me wait anymore. I want to bear your foals. Ravish me." She threw her mane back with a hushed whimper when he started to slide his tip into her love tunnel.

"I have to make a confession. I've only made love to a human before. That's one of the creatures from the other world I visited. So in a sense you'll be my first." She shuddered pleasantly as he filled her to the brim. "It's wonderful. I've never felt so full before." Her cunt started to impatiently milk his dark cock instinctively, desperate to feel the warmth of his cum flood her fertile womb.

He strained not to burst on the spot. She pressed close as she could to him, to the point where her shapely teats squashed upon his underside, all her limbs constricted hard as she could about him, to the point where he bottomed out in her, and felt the his cockhead poke at her cervix.

He met her lips in a deep kiss, smooshed her buttocks between his hooves, and started to buck in-and-out of her. She closed her eyes and unleashed muffled whimpers as their snouts danced. The bed creaked and shook under his powerful thrusts. Saliva still connected their snouts when she pulled away to throw her head back. "Yes! Don't hold back, even a little! Make love to me!"

With a series of nibbles on her neck, he smashed into her pussy, which noisily showered him in her marecum. He breathed in the sweet musk of her pheremones which only aroused them further. His kisses peppered the mare. His snout broke into a broad smile. He strained as his loins started to quiver in unison with her own to announce he'd past the point of no return. "I...I love-"

Sunset placed a hoof over his mouth. "Careful," she huffed with a somewhat sad smile as he did all he could to hold back his seed a few moments more. "Or I'll almost believe you."

In truth she envied Cadance a little. Maybe they would have been perfect for each other under different circumstances, but she couldn't allow their relationship to transcend too much beyond the physical. Even so they could pretend a little whenever they met in private. Realizing he couldn't hold back anymore, she waited until he was sheathed balls deep in her, clenched her teeth and her pussy hard as she could to lock him in place, needily sucked him with her lower lips.

"Cum inside me. Inseminate me." It was a firm and passionate demand. The romantic look he returned her as he unloaded made her eyes water a little. She liked to think this was what Cadance saw every time they made love. Copious amounts of hot semen flooded her insides, even more than what usually should have been possible, his semen increased in volume and potency from the enchanted potions he took. She whimpered and came with him, felt her marecum shamelessly wash over his underbelly, his cum a leaky mess that sputtered down her rectum.

Their orgasms slowed, yet they remained locked together, as she refused to let go, nor did he wish to separate from her. He simply basked in the warmth of her watery love tunnel and was ashamed to admit he never wanted to leave. He mewled a little. While his mind told him he was treading a dangerous route, his heart knew he'd started to fall for her. Not that he ever could have ever left Cadance for entire the world; perhaps she simply reminded him too much of his wife.

Sunset finally released him, and he reluctantly pulled free in a mess of their mixed excretions, which connected their nethers. She rolled onto her belly, raised her ass so that it was level with her face, lifted her dock to leave herself completely exposed. "I hope you're not spent yet..."

He wasted no time, his partially limp dick prodded her back entrance, until he stiffened back up, and used his flared tip to trace the circumference of her ponut. "That kind of tickles," she tittered pleasantly. He kneaded her shapely buns, used a spell to encircle her nipples, which he tweaked until she moaned. A thin pool of marecum started to drip anew from her vulva as it winked.

Her mounds heaved with each strained huff, her cheeks now flushed a dark red. "D-don't tease me too much. From what I understand, your...your seed's mana has been boosted from all those potions, to the point where your mystic essence will fill a mare's uterus even more every time you cum inside her." She whimpered and started to messily stroke her weepy clit. "That means it's better for us both and our foals if you cum inside me as many times and as often as you can!"

Her asscheeks wobbled under his bucks, as he pulled her mane with his teeth. "Does that mean," he huffed and bristled. "I have to cum inside your pussy this time too?"

Sunset's eyes started to roll into her head. "N-no...it should be so potent I...I...!" She whimpered. "I'll be able to absorb it from anymore. Even if I have to drink it all from the source!" Her tongue lolled from her mouth as she lost herself in shameless pleasure. While the sex with Flash Sentry had been nice it couldn't remotely compare to a horse's swollen cock buried deep inside her.

Likewise the taboo aspect of anal play, combined with the way he could dominate her holes freely, only made her even more excited. She lowered herself much as she could in submission to the powerful stallion that mounted her and had impregnated her with his mighty seed. She surrendered herself completely to him, thankful she would soon be able to bear his foals.

"Oh...oh Ca-Sunset!" He quickly corrected himself, and she winced a little despite the sheer euphoria that practically shut down her brain, desperately wished she could be his wife. However she would have to settle on their shared bodies and fluids. She continued to erratically stroke her marehood which caused it to schlick aloud in rushes of marecum. He smacked her buttocks hard. Stretched her nipples far as he could with psychokinesis. Bellowed and blew his load in her ass.

They collapsed afterwards and he laid his entire bulk atop her. They breathed as one in a bundle of sweat, and she took a moment to admire the feel of his powerful physique pressed upon her, and he savored the soft and supple femininity below. "Sorry about that," he whispered into her ear. "My mind wandered for a moment. I must have missed my wife more than I realized."

Sunset's eyes watered as she smiled rather sadly. "It's okay." She tried to hide her disappointment. "It was wonderful." And she couldn't deny that was true. Even so her heart ached worse than ever. It was very unlucky she'd ever find a stallion that could match him.

He extracted his member from her backside with a plop, and his seed ran from her rectum over her slit. She scooped it up with her hoof and lapped it up. She didn't want to waste a solitary drop if she could help it. She used a combination of her hooves and psychokinesis to scoop the creampies from her love tunnels, savored the wads of hot stickiness she happily licked up.

His hooves stroked her mane as she swallowed his mana. "Just relax and allow me to take care of you. That's what your sister would want." Gently she pushed him back, lowered herself to his penis, and started to clean it with casually sensual laps. She locked eyes with him, peppered his shaft with pecks from base to tip, took his heavy testicles in her mouth one at a time.

Gradually she traced his length from bottom to top, took him all the way to the edge, only to hesitate as she slowed back down. Precum practically bled down his dark meat. He whinnied and whimpered as she toyed with him and refused to let him cum. He twitched and throbbed and wondered if this was payback for his little slip up? "P-please Sunny...can I cum already?!"

She stroked his stallionhood between her hooves. "I don't know," she murmured mischievously. "You really hurt me back there, bad boy. Maybe I should punish you some more?" She winked.

He turned to putty under her playful licks, kisses, and strokes, her eyes half-lidded seductively when she tended to him. She seemed to be an expert at this. Probably from her time in that parallel world where she tended to her boyfriend in a way that wouldn't have her knocked up.

His back hooves kicked restlessly. He whinnied and swished his tail about. "S-Sunny...! Ahhhh!" Suddenly she swallowed his shaft, took him all the way to his base, bobbed her head rapidly up-and-down. He exploded into her mouth with a shout. She cheerfully sucked his salty load down with a slurp. She messily licked the stray white specks from the corner of her lips.

With continual strokes of her mane he said, "Maybe you'd like to have a round with Cadance and I at the same time?" He patted her backside possessively. "I'm sure my wife wouldn't mind!"

Sunset averted her eyes. "Maybe." In truth she realized it would hurt too much to see the couple happily explore their married life. Sex was the easy part. It was the idea that she'd never have a relationship this special which made her ache all over. She laid her head upon his pale breast, felt him pull her closer, and basked in his warmth, thankful he couldn't see her quietly weep.

"You're so beautiful. I love you, Sunny."

She shook her head and tried not to choke on her quiet words. "You're simply happy. There's no need to feel bad about that. It's what your wife and sister would want."

Whatever she felt was lost on the stallion. He soaked up her presence with a broad smirk on his face, a hoof rested on her pert flank as he continually stroked her mane. He'd relished the company of plenty voluptuous mares, many who'd been personally selected by his wife, but this was the first one he came perilously close to falling in love with. Fortunately his heart ultimately laid with Cadance, and there wasn't anypony in Equestria who could alter that.

Wyrd Science

Author's Notes:

Warning: This chapter contains: Non-consensual sex, violence, incest, implied offscreen death.

By now Shining Armor's trips to the underground chamber had become a ritual. Normally he woke up early to make himself the best Captain possible for his soldiers; now it was in anticipation for whatever mare he would bed next. Of course it wasn't unusual for his wife to wake him up with a slow blowjob that brought him to the edge before he finally stirred, but to her disappointment she couldn't do that all the time since it would leave him rather drained.

The blindfold came off once he reached the bedroom. The twin maids bowed low and made their exit. After several minutes he tapped a hoof and started to pace about. He wished they would leave some porn here to work him up. Before he knew it an hour passed without incident.

"What's the hold up? Don't tell me I'll have to head home with a serious case of blueballs..." Not that he'd let that happen. The maids about the palace that were chosen by Cadance were always up for a bit of casual sex, the sole condition that they kept it discreet from the citizenry.

They'd giggled when he'd stuck away with some of them, taken them against a wall, over a table or railing, the thrill that they could be caught a powerful aphrodisiac. Granted he figured his fellow soldiers were aware, but they were too loyal to do more than simply cast him a cocky smile.

A rather smug and familiar voice called, "Why don't you lay back on the bed? I'll handle you soon." With a shrug he did as instructed. "Now spread all your limbs wide." He relaxed and splayed himself across the velvet sheets, staring down at his sheathed meat and balls.

Suddenly bindings emerged from all corners of the bed, and immediately seized around his extremities just under his hooves, binding him into place within an instinct. "What in Tartarus...?!" He growled and cursed and struggled helplessly, felt the bonds tighten even further.

A smirk painted Trixie's face when she trotted before him. "Well, well, well, what have we here? A handsome stallion completely at my mercy? Whatever should I do with him?" A cape fluttered behind her when she moved closer, face partially obscured by the wide-brimmed hat.

She crawled atop him, planted delicate hooves upon his chest, nearly straddled him. Her snout brushed his own. He felt his loins twitch a bit, smelled her sweet perfume. Her horn glowed when she used her magic to poke at his dick. "Naughty," she mused as it immediately flared to life.

Shining Armor felt like such a dope. Of course he could use his magic to break free at any time. This was simply one of her silly games. He'd let the sultry witch take charge for a while, let her think she was in control, before he broke free and put this cocky mare in her place with his cock.

Gradually she lowered herself with legs spread wide, until his shaft kissed the closed lips of her slit, until a bit of moisture dripped down his length. She grinded his dick in slow and deliberate rhythms that made his precum dribble and mix with her slippery feminine excretions. He strained and bucked his hips, desperate to enter her. She cackled maniacally.

"You're so easy. Too easy. Just like all stallions, you're a slave to your penis!" She leaned forward and took his horntip into her mouth. He shuddered with pleasure, and didn't even notice the sleight-of-hoof she did with ring, which she inserted into her maw. He moaned low when her snout swallowed his horn to the base. Sparkles exploded in her mouth and tickled it to the throat.

The ring was placed about the base and immediately constricted tight into place. His magic shut down in an instant. "What the-?!" He'd heard about such neutralizing devices, but they were supposed to be banned, since they practically rendered a unicorn helpless.

"Buckle up stud, because you're gonna be my bitch tonight!" She adjusted her groin and forced the entirety of his length into her folds with a pleasant full-bodied shudder that made her eyes roll into her head. "Fuck, it's so rare I meet a stallion that can fill me like you!" The bed creaked as she started to move her hips and bounced atop him. She brushed her squishy mounds over his torso.

"Y-you damn bitch," he whined with hate-filled eyes. He continually strained against his bonds to no avail. "Whenever I break free I'm-" He snarled. "I'll rape the absolute shit out of you!"

"Idle threats. Glad to see you're being a little more honest with yourself now, at least." She heaved and continued to ride him senseless. "You can't feel like a real stallion if a mare is on top!"

She lit her horn and cast a spell she'd devised and practiced for such an occasion. She x-rayed her insides to make her uterus, cervix, fallopian tubes, and ovaries visible, allowed him to intimately see his cock pushed in-and-out of her moist love tunnel. Her nethers started to suck on his shaft.

He grit his teeth and sweated in a futile attempt to hold back his building orgasm. "F-fuck..." The harder he tried to hold back his inevitable release, the more he whinnied and whimpered.

She slammed the entire weight of her hindquarters down on him, until he bottomed out in her, his stallionhood smushed upon the entrance to her cervix. Crazed eyes matched a salacious smile. "Cum for me bitch!" He cried out helplessly and watched his sperm shoot into her entryway. Strands of his hot and dense seed flooded into and filled her to such excess it sputtered free.

The sight of his ejaculation inside her aroused Trixie to such an extent that she came with him, a shrill scream of celebration escaping as she squirted with such force and volume it splashed all over him. Juices splattered his abdomen, torso, and face, the taste a salty-sweet mixture.

Her cunt continually milked his cock dry. "Oh, I can't wait to have your foals!" Her face was completely flushed. "Imagine the look on Twilight's face once she realizes you impregnated me!" She mischievously tittered and slowed the movements of her shapely hips to a reluctant stop.

His sweat-soaked muscles heaved as he watched his potent sperm settle inside her insides. Whatever witchcraft she had worked enabled him to see the tiny creatures swim about. A lone soldier battered down the barriers to one of her eggs and fertilized it. She squealed cheerfully and slowly pulled his wetted stallionhood from her marehood with a plop. "I've never been a mother before!" She planted both hooves on her somewhat rounded belly and lazily stroked it.

She used her psychokinesis to scoop his spunk out of her, opened her maw and tossed the wads in, which she swallowed down slowly with an audible messy slurp. Next she turned around, and lowered her now clean pussy to his face. "Ready to worship the Great and Powerful Ass?!"

"Don't you dare-mmmph!" His demands were cut off once her wide and supple buttocks smooshed as they settled onto his face. Her vulva and ponut parted a little upon contact.

He hated to admit it but he was practically in heaven. His shaft was quickly at attention once more, especially when she started to shift her hips, her folds parted until his snout sunk into her unbelievably soft wet crevice. She took his massive dick in her mouth and dreamily suckled on it.

Rather than fight it any longer, he lapped at her slimy nethers, and she shifted positions ever slightly, so that his horntip sunk into her sphincter. He trembled and managed a muted moan as her back entrance contracted about his unicorn pride. She pressed down her hindquarters harder onto him, until his mouth and horn were fully sunk into the mare. They pleasantly wheezed.

She picked up speed. Bobbed her head up-and-down faster-and-faster. Took him to the base until his shaft left a thick bulge in her throat. His muscles tightened as he felt a second orgasm start to build. While he wasn't able to move his hips much in this spread eagle position, he bucked hard against her mouth when he came, her eyes widening in surprise as his viscous foalbatter puffed her pinkened cheeks to fullness and erupted like an angry volcano from her flared nostrils.

Instead of resisting she simply accepted his powerful seed, and her nethers quaked as she came with him, her marecum a flood that washed over his face and into his mouth. He drank it down.

Afterwards they rapidly exhaled in a shared afterglow. A bubble of magic suddenly enveloped her, and she was casually lifted off Shining Armor, carried away and left to float a short distance from the bed. She tried to counteract the spell only for the neutralizing ring to vanish from his horn and reappear upon her own. "How in the-?!" Likewise she suddenly found their places traded in a brilliant flash, only she was placed belly down with her ass and pussy presented to the world.

He was delicately placed back on his hooves. A small shadow fell over them as he turned back to see the newcomer. "T-Twiley...?" While they had seen each other's privates thousands of times, it had never been in a context like this. He instinctively wanted to cover his still wetted and partially erect nethers but felt that would somehow make the situation even more perverse. "Uh, h-hiya!"

Twilight Sparkle smiled at him. "Hope you've been having fun, B.B.B.F.F! I know I have!" She narrowed her eyes at the blue unicorn. "But I think it's about time you lived up to your word and put the Fake and Pitiful Trixie in her rightful place! She's totally helpless, you know!"

He swallowed. "Y-you expect me to, um, perform in front of you? I can't do that!"

She cantered over to him with her chin raised. "You have to. For science! I want to see firsthand how the potions I helped concoct effect a stallion and mare."

"But we're brother-and-sister for Celestia's sake! I don't want you to see me, um, do the deed firsthand!" He blushed furiously. "Why do I have to be involved, anyhow? There are plenty of stallions you can run a test on! heck, I'll pick one out from one of my soldiers!"

Twilight shook her head. "No. It has to be the absolute best specimen possible and there isn't a male unicorn on your level in Equestria. Besides, think of this as an anatomy lesson." She casually looked over his nethers which made him shyly clamp up. "Any supposed perversion is all in the mind. Just take it casually while I scribble some notes. Remember, Equestria's at stake!"

"That's a low-blow, Twiley. Using my commitment to my duty against me. You really do know me better than anypony. Well, other than Cadance maybe." That's the sort of relationship they could never share. Nor did he want to. He hated to even think a stallion would breed her someday. Whoever the lucky colt was had better treat her like a Goddess or he swore to beat the shit out of him. He swallowed hard. "Can't we simply record this instead?"

Instantly he regretted the suggestion. Somehow the idea of making a cheap homemade porno his sister could watch at her leisure seemed infinitely worse. At least he could finish this quickly. "No, I'd rather see this play out naturally." He breathed an ambivalent sigh.

Trixie sneered back at them. "Enough of the stupid sibling rivalry, don't I get a say in this?"

"No," the pair shouted in unison. The witch cowered submissively before their shrill yell. He slowly advanced on Trixie and lined himself up to mount her. She shuddered and whimpered for mercy as his titanic form cast a heavy shadow over her helpless frame. Despite the circumstances, seeing such a beautiful mare rendered helpless before him made his dick quickly harden.

"W-wait," she pleaded with droopy eyes and cowered at the massive rod of meat which was about to be forced back into her. Somehow it seemed thicker and wider than ever. Was it simply all in her head or had it somehow expanded? It twitched. Droplets of precum fell on her buttcheeks.

While the physical need was certainly there, he needed to work himself up to motivate him, otherwise he'd never be able to perform in front of his sister. He reminded himself of all the trash talk she'd ever hurled at him, how he'd tried to hurt his little sister and even ravished him. He snarled. "Remember what I promised earlier?" He brushed his flared cockhead over her swollen outer labia. "Well my cock's ready to wreck that pussy like it's never been wrecked before!"

She whined and turned beet-red when he mounted her. For a moment he even forgot his sister was there as her folds gave way and reluctantly welcomed the intruder inside. She moaned low and dripped and her marehood instinctively winked even as her eyes watered.

He ripped the cape from her for a better view, slapped the pointy hat from her head, grunted as he sunk all the way into her bright pink funhole. He grabbed her mane with a hoof and her tail between his teeth. Her buttocks jiggled as he bucked into her hard as he could. His stallionhood battered her cervix and she shrilly cried out in response. But that simply encouraged him to hit her faster and harder. Her entire frame quaked in a mixture of pain and pleasure under his powerful thrusts.

His audience was now completely forgotten. A rage he didn't like to admit, let alone show came over him. Whenever someone threatened or insulted his wife or sister a certain darkness overtook him that betrayed the noble image he liked to project. "Is this what you wanted, you sadomasochistic slut?! You want me to rape you into submission and make you my bitch?!"

He bristled when his sister traced a hoof over his muscular back. She slapped his sweat-beaded muscular flanks to make him buck even faster. "That's it, ride that tender piece of meat until she collapses!" He shivered as he noticed her shameless leer and wondered what the heck was wrong with her. This was a side of her he'd never seen before. Not that he could really talk. But he liked to think that she was a complete innocent. That she lacked a perverse side unlike him.

Momentarily he snapped back to reality and wondered what had come over him. He'd never do this to another pony, not even one he had a love-hate relationship with. It's like a spell had come over him ever since Twilight Sparkle entered the room. But that was ridiculous.

It was too late to turn back now. Better to simply be done with it. His bucks slowed as he settled into a mechanical rhythm. Unfortunately the slow strokes only teased his penis even more, and he was ashamed as his face twisted into lewder and lewder expressions, which his sister tittered at as she relished the erotic show he reluctantly put on for her. "Oh...ah...I'm...I'm about to-!"

Without warning Twilight suddenly yanked his cock loose, and rapidly jerked it off between both hooves. He shouted, "Twiley-!" But he couldn't hold back the flood now and his body otherwise froze up as he showered Trixie's asscheeks with thick strand-after-strand of his foalbatter.

Twilight smacked the mare's ravished backside hard. "That's right, you don't deserve to have any more of my B.B.B.F.F.'s mana inside you!" She directed his cock to wipe the excess upon the pair of blue buttcheeks. "You're nothing more than a filthy cuntrag to wipe his leftovers away!"

Shining Armor pulled away once his orgasm came to a stop. "What the heck, Twiley?! This isn't like you at all!" Was she a changeling in disguise? No, that seemed rather unlikely, now that they'd placed wards about the palace to detect such a possible invasion. "I don't know what you're up to, but I need some time alone." He undid the bonds that held Trixie in place. Unfortunately no matter how hard he tried the neutralizing ring refused to budge from the horn. In fact she yelped as it enclosed even further around her in response. "Damn it, this isn't funny!"

Twilight shrugged and with a flash the ring was teleported to who-knows-where. "Well, I picked up all the information I needed!" He coldly retreated from the room, uncertain how he could ever apologize to Trixie after what he'd done today, and wondered how he'd be able to live with himself. He'd simply skulk away to sleep the trauma off and face tomorrow with a hopefully clearer head.

Small sobs escaped Trixie who simply lied there. "Are you happy now? Trixie knows one thing; your brother's right. I may not like you much, or heck, not at all, but you seem totally out-of-character today! What happened to you? Are you on drugs or something?!"

"Better. I'm not even the Twilight you know. You know that parallel world Sunset Shimmer talks about? Well I'm her counterpart from there!" A heavy book materialized in one of her hooves. on closer inspection Trixie's stomach turned; it was bound in sewn-together flesh and covered in screaming faces. "I used to be a weakling like the Twilight you know, until I discovered this!"

Trixie's bladder emptied on the spot. She was too tired and scared to feel ashamed now even as a warm spot formed under her. "That's the Necronomicon?! I-it's supposed to be a myth!"

The necromancer quietly chuckled. "Oh, I assure you it's no mere fable. I realized the limits of science and decided to delve deeper to try and understand the occult. I was merely a dabbler at first, mostly too satisfy my curiosity, but then I stumbled on forbidden truths and couldn't hold back anymore!" She pressed the tome possessively to her bosom.

Normally Trixie would have been furious. But she realized that the moment Twilight had read too deep into the Necronomicon she had effectively ceased to exist; her personality had been murdered and replaced by this vile creature. To her surprise she mourned for her.

She clumsily staggered to all fours, her sweaty mane a wild mess, determined to stop Twilight Sparkle here. Maybe she was no match for her, but she knew this monster had influenced Shining Armor to do that, and likewise had annihilated the soul of the mare who stood before her. At the moment she didn't care if the cost was her life. She'd avenge her and save Equestria.

However she failed to notice the silent ripple in the air as reality warped and tore. A portal formed directly behind her. Innumerable tentacles shout out and seized her so fast her shrill scream was cut off and left to echo about the chambers. Soon only her hat, cape, and stains from the earlier union were evidence that she'd ever been here. The necromancer cackled to herself.

She was the darkness the Princesses had foreseen. The very army now bred to stop her would lead to Equestria's downfall. But for the moment she needed to bide her time. To plan. To experiment. To let their forces be build up so she could ultimately turn them.

With a whistle she trotted into the portal which closed behind her. All was silence.

Hurt and Comfort, Sexual Healing

Author's Notes:

Warning: This chapter contains Mentions of non-consensual sex, narcotics, sex with a sleeping partner, temporary death.

A cold sweat enveloped Shining Armor, who tossed and turned in his sleep, memories of what he'd done weighing heavily on him. He'd betrayed everything he stood for. he wanted to run away from it all but knew he could never escape from himself. He reached for his beloved only to find an empty space where she normally would have resided.

Cadance was busy with her own duties. She sent him a number of mares to keep him satisfied sexually and romantically, but he needed to stand on his own no matter how hard it sometimes seemed. Dawn had barely started to break when he opened his eyes and stretched wide with a yawn. Oh well. He was used to waking up rather early.

He took a short trip to the bathroom, splashed cold water on his face, emptied his bladder in the usual morning ritual. His reflection in the mirror was haggard, with dark bags under his eyes, which made him flashback to the time when Chrysalis had enslaved him. He'd almost never forgiven himself for that unintended affair. Cadance had told him he'd been raped, that there was no reason to feel ashamed, but nevertheless he felt the weight of that unintentional betrayal even still. His wife's unbelievable tenderness had helped him heal.

So lost was he in thought that the light clop of hooves almost went unnoticed. He turned to see Sunset Shimmer standing in the doorway to the bathroom with a sad smile. "You look terrible." She covered her mouth at her bluntness. "Sorry, that came out wrong. What I meant is you could use some serious tender love and care."

He forced a smile. In truth he was happy to see her but his mind couldn't stop wandering. "Sorry, I'm not sure I'll be up for anything too taxing today. I need some time."

Sunset headed over to him, so close he could feel her warmth, soak up her mild perfume. "I understand. But we're all worried about you. It's been a few days."

"What? I've been asleep all that time? I'd better-"

She placed a hoof over his heart to hear its pitter-patter. "Relax. Follow me." She led him back to his bedroom, seated him on the bed, and sat behind him as she started to massage his tired shoulders. He moaned low despite himself. "That's better." She draped herself upon his muscular back, to the point where her mounds brushed upon him.

"It...it does feel nice," he admitted as his tense muscles relaxed. "Mmmm. Lower."

She smiled at his command and slid her hooves to his chest. Likewise she became a little bolder, casually brushed her teats and nipples over his backside, and his stallionhood started to peak out a little despite his weak protests. "Oh," he whined. "Ah."

Lower-and-lower she traced his musculature, down to his belly, then to his abdomen, until she hovered right above his crotch. She peppered his ears and neck into tender pecks and suckles. His partially erect penis started to twitch. She figured he was probably fantasizing about her giving him a blowjob about now. "Let's not rush this yet. I invited a couple of friends to help you recover. Hope you don't mind, but I'm pretty sure you need it."

The doors were telekinetically thrown open by the unicorn, the signal that her companions were to head inside. Fluttershy meekly cantered towards him, her face mostly obscured by a thick pink mane to hide her blush, and at her side came Tree Hugger, who in contrast smiled like she was completely comfortable with herself. His loins immediately stirred at the idea that he'd soon be able to bury his dick deep inside these beautiful mares.

"Heya. I'm Tree Hugger. You already know Fluttershy." With a laugh she playfully slapped the yellow mare on the butt to send her forward.

"Eeep," cried Flutters who rubbed her backside with a wing and practically tripped as she stumbled forward. She shook a little and kept her eyes pinned down. "H-hello."

"Equestria needs its best and brightest to help breed a new generation, and Fluttershy confessed she wanted to lose her virginity, so I figured two birds with one stone, you know? Oh, sorry." The hippie knew how her friend hated any sayings that involved animal harm. "Since it's her first time we'll start if off nice and chill. Well, relatively."

Sunset planted her hooves on his well-toned legs and gradually parted them so that Fluttershy and Tree Hugger could lower themselves before him. She slowly traced his dick which stood to attention after blood rushed into its dark length. The mares on his knees before him were positioned so close he could feel their hot breath fall upon his shaft. They stuck their heart-shaped asses into the air with tails raised to further entice him.

Fluttershy pushed herself to boldly kiss the head of his cock. She blushed even brighter and smiled when he whinnied low in appreciate and twitched so hard his dick mildly smacked her chin. "Oh my," she murmured as a bit of precum stained her lips.

"That's the spirit. Work it, you bad mare." Unlike her companion Tree Hugger had no reservations as she started to drag her tongue up-and-down one side of his vein-lined black shaft. Gently she laid a hoof on Flutter's dome and directed her to do the same.

Sunset continued to kiss and nibble on him, crushed her voluptuous breasts a bit more fiercely upon his powerful back, while the mares moaned low as they alternated their heads up-and-down his cock, now soaked wet in saliva and viscous precum. They stared dreamily into his eyes as he planted hooves on their heads and guided their movements.

Fluttershy whimpered. She and her companion winked and dripped onto the floor. She needed more. Desire overtook her to such a degree that shame seemed utterly pointless now. She opened her maw and swallowed his cockhead. While it was difficult to take him deep since this was her first time, she pushed herself hard anyhow, stuffed his meat down his throat so forcefully she choked a little as she proudly took him all the way to the base.

"F-fuck me," he wheezed as Tree Hugger slurped and pulled on his heavy testicles. Flutters rolled her tongue around his girth and Sunset stood so that he could take one of her breasts into his mouth. He nibbled and pulled on a nipple, tweaked the other with a hoof.

Sunset couldn't help but snicker at his lewd expressions. "I think he's close. Open wide!"

Fluttershy and Tree Hugger opened their mouths like commanded, and the trio of mares constantly stroked his length until it desperately quivered. The pair stuck their tongues out to better catch the strings of cum that fired so intensely over their faces they were quickly forced to shut their eyes. After several days without his usual release his seed had built up to unbelievable volumes, not helped by all the potions he'd taken to enhance its mass.

His splooge splashed into their maws and practically rained all over them. They happily showered in his emissions as he wailed under an intense orgasm that finally found release after several hard days rest. Sunset wrapped her snout around the base of his shaft and sucked hard to further help him finish. He came and came until he almost passed out.

The act nearly drained the stallion. His potent mana carried his virility. It now carried an addictive quality that made mares addicted to its taste and warmth. They wanted to swallow it and feel it swim inside them. Made them more submissive than ever as they desperately wanted to be bred by him in order to bear his unmatched foals.

Flutters and Tree Hugger exchanged a drawn out kiss, masturbated one-another, and swallowed down his hot load. Sunset meanwhile lapped up the excess that painted his penis and still swollen balls. Even after this session there was still an excess build up.

"Now now Captain, that's only the warm up. Don't let it all out before you've even put your dick in them," teased Sunset who delicately licked traces of excess cum from her hooves.

Tree Hugger put a limb around her friend's shoulder and turned them so that he had a spectacular view of their backsides. "Follow us. We'll take you to a place with vibes like you wouldn't believe!" They swayed their backsides as they sidled away.

Sunset Shimmer used her magic to open his wife's drawer of kinky stuff, levitated over a collar and leashed, and rather coyly attached the choker to herself. She allowed her thick bangs to fall over part of her face. "Let's go. You can take me for a walk."

He took the leash with a bold grin and smacked her jiggly flanks. "My little Sunpet Shimmer." He laughed at his own terrible pun and she teasingly rolled her eyes at him. Nevertheless she followed after the others mares contented to be his plaything.

Perhaps he could never love her and be with her in the way she wanted. But at least she could make him happy. That would have to do. She needed to feel needed. Validated.

They followed a series of labyrinthine secret passageways that were nestled below the crystal palace. This time they didn't bother with blindfolds, because after the initial sessions their plans had become less of a secret, the Princesses now almost ready to take this into the open. Even so they would merely request that the citizens breed more for the sake of Equestria's numbers; they dared not share news of potential disaster on the horizon.

Eventually the foursome arrived in a spacious room complete with a two-way mirror. From here they could view the breeding stocks, where mares volunteered to be placed halfway into holes in the walls, their tails tied so as not to obstruct the presentation of their nethers. Their breasts hung able to be played with as they stood lined up and ready to be mounted by the carefully selected stallions that would be chosen to inseminate them.

He drooled at the variety of asses, tits, and pussies on wanton display. He reminded himself to be patient, but he couldn't wait to stick his dick in the mares before him, especially when a round of soldiers wandered into the room and started to mount their broodmares. He knew they couldn't see or hear them. The trio of mares pressed their buns close together as they could when they lined up to take his engorged cock.

Sunset desperately wanted him to do her, but she knew it was their mission to save Equestria, that she likely already bore his foal. "T-take them first," she whined despite her insane need. "Make sure you cum inside both of them at least once!"

He mounted Fluttershy first who moaned and squeaked as he slowly pushed his stallionhood into her wet folds. She sobbed a little when he ruptured her hymen and a bit of blood mixed with her marejuices to trickle down her loins. "D-don't stop," she pleaded when he paused in fear he'd hurt her. "I-I can take it. It'll feel wonderful soon, I know."

And it did once he started to fill her. Pain was dulled by the onset of pleasure. She'd denied herself to such an extent all her life that she came almost instantly after his dick vanished into her. She was by far the tightest mare he'd ever taken, and her wings unfurled to their full span, her eyes closed as she opened her mouth in a long-winded euphoric scream.

Her nethers milked him so violently he came almost instantly too. He groped one of her yellow buttocks in one hoof and one of the heaviest breasts he'd ever seen in the other. It was more intense than anything he could remember. His sole disappointment was that it ended so quickly. Nonetheless he felt satisfied with their short union.

Flutters kissed him tenderly. "T-thank you kind stallion," she whispered and avoided his eyes, still embarrassed even after their most intimate union. "That was amazing."

"Do me now. After all, I helped set you and Flutters up." Tree Hugger shook her wide bottom back-and-forth. "I deserve a little lovin' too, you know?"

Shining Armor reluctantly pulled free of his current partner, but that quickly changed to eagerness once he savored what was on display. He took a hoof's worth of her dreadlocks and unceremoniously plunged into this new wet cavern. Unlike her friend he could immediately tell she was incredibly experienced, but he hardly minded that, especially not when she instinctively knew how to move her hips in order to better tend to his stallionhood. Instantly she started to soak him in a rather casual manner as he bucked her.

"Far out. I'm in the zone," she drawled as she lit up a joint she'd pulled from who-knows-where. Probably hidden within her dewrag he decided. She suddenly had a lighter in her other hoof, lit the doobie up, and breathed in so deep she almost choked.

Smoke blew from her nostrils and her eyes turned a little bloodshot and veiny. She cut her drugs with all sorts of stuff to give her an even quicker and more intense high. The pussy stuff most druggies baked themselves on didn't do it for her anymore. He almost felt a little insulted she'd decided to drift into another world while he fucked her, but had to admit it was hot in a different way, how her mind went so vacant she was little more than a meaty receptacle to take his dick. He freely molested her body as he pounded into her.

Her marehood reflexively milked him. Her eyes rolled into her head as she spaced out and nearly peaced out. "Oh...it's too much," she murmured as her limbs weakened and she sunk to the floor. She passed out from another one of her overdoses, and he continued to bang her anyway, unaware that she was constantly slipping between life-and-death. Unspeakable bliss was heightened to unreasonable levels under the influence of what she'd taken. Her supple body threatened to shut down, overwhelmed by all the sensations.

Her heart raced hard and then slowed to a complete stop as he continued to hammer away. He fiercely traced and squeezed and slapped her sweaty curves, oblivious that she really was no more than a piece of fuckmeat now. Her entire body spasmed until her watery marehood constricted almost as hard as Flutter's virginal hole had around him.

He sheathed his entirety into the maremeat and emptied into the still warm body. Despite her looser cunt she nearly matched her inexperienced friend. "Fuck yes," he wheezed.

"Oh my...she's fallen asleep," mused Fluttershy with a hoof to her mouth and a titter. It wasn't unusual for her friend to pass out on one of her typical binges.

Sunset Shimmer barely noticed as she impatiently swished her tail and hindquarters. Between seeing the mares get laid, not to mention all the stallions riding their broodmares in the other room, her nethers had been worked into such a frenzy by now that she'd soaked her loins, a sizable puddle of marecum left on the floor. She used telekinesis to spread her ponut and pussy wide open as she could, determined to make him rut her in any hole. It hardly mattered now. She simply needed his cock inside her to conquer her.

He took the leash between his mouth and hopped onto her. She whinnied shamelessly when he started to passionately breed her. By now it was harder for him to get off, and so he pulled her mane, taking her more roughly than he normally would. "I-it's okay," she mewled. "F-fuck me...unf...as hard as you want! Oh Celestia! Ah ! I...I can take it!"

She lowered herself much as she could and raised her pert ass even higher. "Breed me harder! Harder!" She made demands as he manipulated and spanked one of her plush buttcheeks. "I...I...I love you, Shining Armor! I love you!" The words slipped out in a hysterical cry. She wept a little as the buried contents of her broken heart spilled out.

"I love you too Sunny," he admitted. The confession made them simultaneously happier and sadder than they could recall. They cried out together. Came as one. "Oh, I'm sorry Cadance, but I love her too!" He sunk atop her and they heaved in unison amidst an afterglow. He felt a terrible burden lifted off his shoulders to admit that. They barely knew each other and yet somehow they had instinctively connected almost instantaneously.

Tree Hugger coughed as she sputtered back to life. "Hey," she muttered sleepily. "Did I miss anything?" She smiled at the couple basking in one-another's company. "Far out."

Fluttershy helped her stand and whispered, "We should allow them some privacy."

While the pleased mares quietly retreated, Shining Armor pulled Sunset Shimmer close to his well-muscled chest, and stroked her mane as they basked in each other's warmth. They kissed and lazed together without a care in the world. Maybe they couldn't settle down like they dreamed, but they could at least relish each other's company.

Neither took any real notice of the mares that would leave their holes after a time, only to be replaced by another set, ready to be bred by virile stallions supplied with potions to raise their stamina and further empower their seeds. For their own part the broodmares partook of similar substances that would make them more fertile, and open their wombs and cervices to better soak up the excessive semen that would be pumped into them.

For the moment there was only each other. Equestria could wait. The pair needed a reminder of what they often strove so hard to preserve. Love made this all possible.

Maximum Bonage

Author's Notes:

Warning: This chapter contains Very rough sex, cum inflation, mentions of non-consensual sex/death.

Over the week the Princesses continued to expand their secret operation. They screened stallions and mares across Equestria, selected ones they believed would bear offspring with the most potential, the very best female preserved for Shining Armor while the rest were made ready for powerful male soldiers and mages who would impregnate them. Soon there were small incubation chambers hidden all over the land.

In once such place deep below Ponyville a small area was prepared. It resembled any typical sparsely decorated bedroom. Spike had barely reached his race's equivalent of adulthood and now walked on all fours as he towered above his friends. Perhaps when he was ancient he'd tower above entire cities like some of his brethren.

He fidgeted and wondered what special present his loved ones had supposedly prepared for him. He'd often stalk the streets with his head held low, when he bothered to leave his home at all, ashamed of how his body had morphed, the way citizens stared at him in open fear. Not that he blamed them. He could rip them to pieces or swallow them whole in an instant. To many he was simply a monster that had been tamed.

Enchanted torches placed in sconches cast him in light and shadow. A trot sounded as Rarity descended the stonework. He looked up to meet her and she smiled at him. "Odd place for a Birthday party." He tried not to sound too bitter. "But I understand."

"Oh Spike..." She cast him a forlorn look. "You don't understand at all."

She toyed with the necklace that held a heart-shaped gemstone he'd given to her. She wore it whenever she thought of him. And when he'd finally started to come of age, and she noticed how handsome he truly was, she'd clasped it to her bosom when she masturbated. She'd even cried out his name whenever she'd reached completion.

"Don't patronize me. You don't have to play nice with me just because it's a special day. I know we'll never be more than friends. That's all we ever can be, really."

She sauntered closer and placed a hoof under his chin. "What if I told you we could be more than that, darling? After all, you have finally come of age." She looked him over with open admiration, studied hard muscles locked away under armor-like scales.

"What, now you've come to tease me with a pity-fuck?"

Rarity narrowed her eyes and scrunched up her snout. "Do you plan to wallow in self-pity all day? I'm supposed to be the drama queen here!" She softened and mocked herself a little to lighten the mood. "Besides, I resent the suggestion that I'd ever, ahem, offer a 'pity-fuck' as you so bluntly put it. Think what you will, but I want a romantic partner. And with the current operation underway I have the perfect opportunity."

She sat next to him and laid her head on his shoulder as she stroked his chest. "This will probably come as a shock to you, but..." She took a deep breath and met his eyes. "I've actually never been with anypony before. I've saved myself for the perfect moment. And I'd like to think that moment is now." She smiled and fluttered her thick lashes at him.

"No way! I mean how can such a beautiful mare not have been with somepony before?" He wanted to slap himself. Why did he always have to be so damn blunt?

Fortunately she merely tittered with a hoof to her lips. "Some ladies might be offended at the connotations, but I'll choose to take that as a compliment. I won't lie; sometimes your mannerisms can annoy me, but I'm sure you feel the same way about me." She covered his mouth before he could even start to protest. "It's true. I know I can act hysterical sometimes. But you love me anyways, and on the same note, I like you as you are."

She traced his scales and he shuddered a little, unable to believe this was actually happening. The apple of his eye was touching him in an openly sensual manner. His breaths were sharp as he soaked in her warmth and perfume.

"Celestia plans to strengthen an alliance with the dragons. But in order to do so she wishes to see whether..." She stopped her hoof inches above his crotch. "Whether a pony and a dragon can successfully mate. There are no records of successful unions before. Certain ponies have been, ahem, taken forcefully by certain brutes, but from what I understand the poor mares and stallions have never survived the act."

Spike swallowed and nodded. He hated to be reminded of how savage some members of his species acted. Once he'd rejected them fully. But over time he'd met others like him that turned out not to be so bad or even made him proud of what he is.

"But that's the problem! From what I've been told dragons completely lose themselves to instinct whenever they mate! Plus they tend to like their sex much rougher than any other species in Equestria! What if I hurt you? Or worse? I'd never be able to live with myself! Not to mention what if I do manage to knock you up? Not that I'd mind that, but would you even be able to survive the birth? Dragons lay eggs, remember? I-"

She covered his snout to cut off his neurotic word salad. She dragged her hoof lower still, stroked his sheathe, and his nostrils flared in a small puff of smoke. A moist pair of twin shafts brushed upon her, pink and barbed, the shafts covered in tiny ridges. He could see the intimidation in her wide eyes; however she was simultaneously excited.

"This won't work," he complained. "Our females like a lot of pain with their pleasure..."

Rarity brushed over the prickly spines. "I believe the Princesses have prepared a way, darling. They've had their best alchemists prepare special elixirs so that I'll be able to endure whatever you throw at me. And a pony's vagina is surprising malleable."

To hear her talk about such an intimate area made him rock hard. "Can...can I touch it?"

Rarity nodded. "You can do whatever you like with me. But let's take it slow. Not because I mind or have any reservations; I simply want to savor every moment of our first time." Gradually she directed his claw which she placed upon her closed slit.

She moaned and trembled a little. He started to pull away, afraid she didn't like it, but she firmly held him there. "Don't stop. I've simply never let anypony else touch me there before outside of a doctor or nurse. It's a bit scary for me, but in a nice way."

He carefully traced her entrance, teased out her clit, which resembled a pink heart. She closed her eyes and cooed as she started to moisten under his surprisingly delicate touch. She teased one of his claws into her, felt him stroke her soft inner walls.

He picked up the much smaller pony and set her in his lap in order to get a better angle. She murmured and closed her eyes as he went to work. In a sense their positions had reversed; now he towered over her. Even so she still led their relationship. Yes, that's what it was now. She'd only humored him before in order to keep his heart intact. Even if she looked past their different species and what others thought, the age difference assured them it would never be. But their hesitation to compromise had finally paid off.

She needed more and sensed he did too. She withdrew his claw from her, spread her legs wide, and laid his dual cocks over her vulva and ponut. Grinding on him slowly with a playful move of her hips, she smirked as his precum ran from the tips.

"W-what happened to we'll take this slow...?"

She wrapped her arms around him and continued her casual rhythm. "This is merely an appetizer. I hope you don't cum before you've even put those lovely cocks inside me."

He strained with gritted teeth and nearly came just hearing the pony he loved speak that way. Not only was she offering her sexy body to him, but she thought he was handsome and worthy of her. His claws squished her marshmallowy buttocks which were unbelievably soft when he tenderly smooshed their fullness between his wide palms.

His snout locked with her own in a passionate kiss. His tongue was so long it was able to wrapped around her own more than twice. A string of hot saliva connected them once they parted. His dicks twitched with need. "C-can I put it in yet?"

Rarity shook her head, her cheeks a deep red. "N-not yet. It will be even better if you wait, I promise." She turned her head back and called, "You can come in now!"

Clops reverberated as Coco Pommel and Sassy Saddles trundled down the steps. Her assistants beamed at the happy couple. "I brought all the stuff you wanted Rarity," called Sassy. "But do you really think it will work? Oh, whatever shall I do?"

Coco put a hand on her shoulder. "It will be fine. Trust me." Even so she was visibly a little nervous too. "This is for you, Spike." She offered a tiny precious stone to him.

He took it between his claws. "Thanks," he said and meant it, despite his disappointment in its size. it didn't look to special either; little more than a clear and spiky little bauble. "Am I supposed to keep this or eat it?"

"Eat it. I think you'll appreciate the results," said Coco with a wink.

Sassy swallowed. "I sure hope you know what you're doing. Oh Celestia, please let this work out!" She trotted in place like she wanted to run all over the bedroom.

With a heavy shrug Spike popped the crystal in his mouth, chewed on it a bit, and gulped it down. Sadly the taste didn't impress him much either. It was more like medicine than a treat. "Um...thanks. I know you meant well, at least."

A sudden warmth filled his belly and immediately started to spread throughout him. Almost like whenever he exhaled a huge dose of fire. Before he knew it he felt like his entire frame was being torn apart. His heart thudded yet oddly there wasn't much pain. Even so he watched in frightened fascination as his flesh was pulled in two directions. Another pair of Spikes ripped free from him, both obviously confused as he was.

Sassy clapped her hooves. "I can't believe this, it works! I mean, well done!"

Coco rapidly nodded. "I told you it would!" It was modified magic based on the mirror pool; too dangerous to be used on a constant basis. However in small doses it could potentially be used to increase the number of mares that would be impregnated.

"W-what the heck...?" The trio of Spikes stared at their claws.

Rarity half-closed her eyes and kissed his snout tip. "Happy Birthday, Spike."

"Whoa." While he found his clones could all move independently, each one shared the same sensations, and similarly their minds were as one. "What am I supposed to do with this, though? I mean, I already have more than enough dicks for you, right?"

Sassy Saddles and Coco Pommel sidled up to his two copies. "Use your imagination," they answered together. Not that his mind hadn't already went there for a moment but he never could've believed he'd be anywhere near so lucky tonight. Or ever for that matter. Just the idea that he'd be able to breed them all almost made him nut.

"Maybe it's not the most romantic scenario to share you during our first time, but I think my assistants have earned a little treat. You too, darling." She batted her dark eyelashes. "You've waited all this time for me and I want to make it up to you." Her heart raced as she stared dreamily into his eyes. "You may enter me at will."

His claws encircled her hips as he lifted his beloved up, lined his pair of cocks with her entrances, and slowly slid her down onto him. She winced a little in a mixture of pain and pleasure. Thankfully the potions ingested by the mares were designed to take effect once the mating ritual began. The enchantments provided a variety of benefits; increased pleasure, fertilty, stamina, and the ability to endure what could otherwise potentially kill them. She hoped it would be enough to endure this powerful stud.

He filled her more than she ever could have conceived, distended her belly ever slightly when he started to drive her up-and-down his members, and she whimpered a tad once his barbs poked her cervix. To her relief the enchantments kicked in and even what should have been agonizing transformed into impossibly mind-numbing pleasure.

Her companions fared much the same. One of his counterparts lifted Coco up, slammed her against a wall, and drove his penises into her ass and pussy. Her face warped as she wrapped all her limbs tight as she could about him, pleaded his name as he started to piston in-and-out of her with violent rapidity that threatened to break his new toy.

Inspired by the saddle that Sassy Saddles wore on her back for fashion, the dragon decided to treat her like the mount she obviously wanted to be, and used a claw to push her head down as he burrowed into her anus and cunt which were still stuck in the air. her thin frame violently shook as he almost psychotically battered into her fuckholes.

The troika of Spikes bit the mares on the nape to make them submit. Not that they needed anymore help with that, especially since the potions were concocted to further enhance their submissive instincts. They were pounded deep and hard to the point where, were it not for the preparations they made, their insides would have been carved out under the impact. Marecum flushed from their foalholes in dense messy showers.

By now Spike was completely lost to his most primal instincts, little more than a beast that needed to rut, and he wouldn't accept any resistance until he finished inside them at least once. In the rare cases his kind bred with ponies it was simply to break and humiliate them. Male or female victims, they hardly cared. All that mattered was that their meals were properly broken in before they were reduced to mere waste.

Mascara ran down Rarity's cheeks as she openly wept. His tongue was so long it encircled both her breasts and wrapped around to constrict her erect nipples. "Oh my Spikey-Wikey...make love to me! We can get married and do this every night!"

While his eyes were glazed over, and his face was warped into a monstrous, domineering rage desperate for release, she wanted to think somewhere in there he could still understand her. She panted and stared up at the incredibly titanic dragon that brutally towered over her like one of the stallions she'd fantasized about having forcefully taken her in one of those cheap bodice-ripper paperbacks. Just the thought made her thoroughly soaked. "D-don't worry...Coco and Sassy can come, too!"

She watched the heart-shaped necklace bounce upon her sweaty torsos with each thrust. Her limbs wrapped tight as they could around her lover to take him deep as she could. His barbs and spines continually poked her cervix and tunnels but thankfully didn't draw any blood. She'd admittedly been almost as terrified as she was exhilarated when they first started to mate, but now that she knew they were safe only euphoria remained.

Fortunately their small frames were malleable enough to accept his cocks no matter how hard he smashed into them. Their feminine emissions practically painted the walls as he took them well over a dozen times, nearly filled them to bursting with his seed each time he came, the excess a fountain that slowly oozed from well-abused holes.

He grunted and groaned like a wild animal every time he hilted balls deep inside them and released. Claws that could easily crush them groped their buttocks and tits with abandon. Over the hours small scratches and bruises covered their comparatively tiny frames; there was no doubt they would be far too sore to even walk the next day. But they were all so wrapped up in unspeakable pleasure they hardly minded.

After the Spikes were spent well into the next day, their mares were unceremoniously tossed onto the bed, their legs splayed wide and their bellies well-rounded as splooge sprayed out in a hose-like stream. They heaved and panted. "Oh...Spike..."

Sanity returned to Spike now that the mating ritual had ended, and his counterparts vanished with a pop, no longer necessary. He laid with his mares and cuddled them close to his chest in a simultaneously protective and possessive manner.

Greed could always overtake him. But he'd be able to better control his instincts over time. Perhaps he'd even be able to make love with them while fully conscious. "Thank you all, babes." He twirled Rarity's hair in his claw. "I didn't hurt you, did I...?"

Rarity shook her head and smiled. "Not in an unpleasant way."

Her assistants mewled in their afterglow and rubbed their snouts upon his pecs appreciatively. To think they had ever hesitated! By now they couldn't get enough of his dick, and while they were tired and sore, all they could do was enthusiastically look forward to their next union.

His claws traced their supple physiques. He'd never imagined he'd come of age like this. Coco and Pommel were certainly sweet, but Rarity made him happier than anypony. He held her closest and kissed her forehead. Soon they drifted into a peaceful slumber.

Tentacles and Witches

Author's Notes:

Warning: This chapter contains non-consensual sex, tentacles, cum inflation, futa.

Complete darkness suffused a drafty chamber that made Trixie's furs bristle. For all she knew days had passed. The last thing she could remember was something cold and slimy wrapping around her, pulling her into a hole in the air, and then unconsciousness had mercifully claimed her. She'd thought death had finally claimed her. However that may have been wishful thinking, as she sensed far worse was yet to come.

She was laid out on her back, upon what felt like a cool stone slab, her limbs splayed out wide and held down by something slippery at each hoof. There was an odd mixture of stenches in the air; one she made out were traces of sulfur. She tried to cast a spell only for it to fizzle out immediately, the neutralizing ring attached to her horn. Not that she was surprised. Whatever captured her obviously wanted her rendered helpless.

Torches flickered on with a whoosh. She scrunched up her eyes, nearly blinded, and almost screamed once she realized the sconces were actually the skulls of ponies. It appeared she was in some sort of gothic dungeon, replete with dusty tables lined in scientific equipment, all the way down to beakers that bubbled colorful fumes.

Shelves were lined by what appeared to be pickled organs trapped under bottles. Worse still she spotted an assortment of barbaric torture equipment which had long been banned since the Princesses came to power. The sight chilled her to the core.

"Rise and shine! I hope you're comfortable." Twilight Sparkle's voice dripped with sarcasm. No, her counterpart from that parallel world, or at least the flesh. Whatever abomination possessed her had swallowed up her soul entirely. She couldn't really see her but the voice echoed throughout the stonework.

The Necronomicon rested nearby. The heavy tome was layered in the sewn-together flesh and screaming faces of myriad victims. Its arcane secrets promised unlimited power...and warped one's spirit the further they delved in return.

"Believe it or not we're still in the Crystal Empire. Even Cadance isn't aware of its existence hidden deep below the city, so deep it almost touches Tartarus itself. Sombra prepared it to carry out his experiments...and to break in particularly unruly slaves."

Trixie looked down and noticed her entire body was lined in occult symbols. "W-what the fuck?" She shivered and strained helplessly. Would she be a mere sacrifice?

Twilight Sparkle trotted a little closer so she could have a better view, her eyes hidden behind thick glasses, her mane primly tied in a ponytail, and shrouded in a somewhat tattered lab coat stained in splotches of blood and who-knows-what-else.

"Nopony knows you're here. In other words, nopony is coming to save you, and I can do whatever I like!" She produced a rusted scalpel and Trixie voided her bladder on the spot. "Pathetic. Look at you, blubbering there like a newborn. I doubt anypony will even miss a total bitch like you. And if they do you're easily replaced. Say a changeling or a lookalike mare under a glamour, once I've taken control of their minds?"

She cantered around the dungeon turned laboratory, obviously relishing her villainous monologue. "Females exist to be bred. That's your entire purpose. Now you'll be among my breeding machines. I wonder, how long will you be able to last?"

Trixie continued to twist in her bonds. "You're female, too!"

"Only this shell I've taken. Not that I think any better of males. They merely exist to mindlessly spread their seeds. Base animals driven purely by instinct. I'll transcend them all, ascend to something beyond even a God." Her crazed eyes lit up.

"You're a complete monster! You're pure evil!"

She cackled hysterically. "Silly fool. Good and evil? There is only the will to power. You can't imagine the things I've seen. Take a closer look at your bindings."

Trixie twisted her head to one side and noticed the slimy sucker-covered tentacles that held her down. "Oh Celestia..." She'd heard rumors about such eldritch abominations; and worse what they would do to a helpless mare. So they weren't myths after all.

A stray tentacle rose up between her spread legs, hovered a short distance away from her vulva, its tip already dripping precum. "N-no...y-you can't be serious!"

"Why not? I certainly don't share your moral scruples. Plus as a scientist I'm dying to see what kind of creature you'll produce once its inseminated you. That's assuming you survive the birthing process, or even the rather intense mating ritual. You're nothing more than meat to this beast. A series of holes it wishes to stuff and empty inside."

Trixie squirmed as the slippery tentacle pressed itself upon her slit and started to rub up and down. To her shame her nethers convulsed in a pleasant manner. "I-I'll stop you!"

"And how do you intend on that? You can't even protect your own foalhole!" She stroked her pet tentacle monster. "You may enter her at will. Be as rough as you like. But don't kill her...yet. After all, I'm not certain your other victims will survive your invasions."

Trixie's lips quivered as she blubbered and blinked back tears. "O-other victims...?"

Hidden compartments in the stone walls twisted with a heavy creak, until they turned entirely to reveal a series of mares like her that lay bound. Most of them were unfamiliar, but she stared wide-eyed at her own counterpart from the parallel world, likewise covered in demonic runes. Their bellies were swollen in pregnancy.

"W-who are they...?"

"Does it really matter? But I suppose I'll humor you, simply because it amuses me. Of course you recognize your counterpart from my world, but on that world she has a couple of bandmates I decided to take with me. Lavender Lace and Fuschia Blush, I believe? Sadly they broke so quickly I barely even knew them." The mares appeared to be completely vacant other than a constant euphoria which numbed their minds.

Trixie didn't even know them and yet wept anyhow, like she'd somehow lost a couple of old friends. "You...you damned-fucking-cunt-piece-of-shit-bastard-bitch-asshole-"

Another tentacle rose up and she was cut off with a "Mmmph," as it forced itself into her snout. She attempted to bite down on the rubbery appendage but found it was infinitely more sturdy than she could have imagined. Not only that but it forced itself deeper into her throat in retaliation, a thick bulge visible in her neck as she openly blubbered.

"Language. Starswirl the Bearded liked to litter my world with refuse from Equestria, such as this trio of sirens. I decided to alter them into mares however since I think they look far more aesthetically pleasing this way. Adagio Dazzle, Aria Blaze, Sonata Dusk. Small-time villains who nopony will miss. But at least they make nice broodmares."

The troika of mares were particularly sensual, their minds utterly shattered like her bandmates. Even if they were villains nopony deserved a fate like this.

Twilight pulled down screen on one of the walls, placed a projector on the table, and turned the device on. The filmstrip turned with a rattle and cast a huge movie that flickered to life. She saw her counterpart in human form, splayed naked on a table like her, a speculum inserted into her vagina and spread so wide her cervix was visible. She was soaked so wet it dripped over her clenched asshole and her perky breasts heaved.

"Not how she wanted to celebrate her eighteenth Birthday, I'm sure. She was a virgin before I started in on her....well, aside from fooling around some with her bandmates. I suppose Trixie's a bicurious little trollop in any dimension."

Trixie couldn't help but pity her counterpart; maybe she was the narcissist others claimed. To her shame seeing herself in such a vulnerable position turned her own. Her marehood winked and lathered the tentacle that lashed her labia in marecum.

Her human version was certainly odd-looking but harbored her own unique beauty. it's a shame she had to see it violated before her eyes, a series of tentacles rising around her shapely yet thin frame, and she screamed as they burrowed into her open holes and started to violently violate her. She squirmed and thrashed haplessly.

Whoever held the camcorder who'd filmed this perverse movie panned around to her cute bandmates, who were placed in similar compromising positions, only to be savagely ravished in much the same manner. They wept as tenctacles pistoned in-and-out of their mouths, pussies, and assholes with such brutality and rapidity she wasn't surprised they'd broken. This went on for several minutes until they were cummed in.

The appendages withdrew in a slimy mess, and the victims basked in their afterglow, whatever pain and fear they felt soon transmuted into pleasure. "The semen emitted by these aliens acts as an aphrodisiac that opens up a female's cervix and allows the sperm to better invade their uteri. What use is meat that refuses to be inseminated?"

The movie continued with a cut to the sirens who were likewise ravished into submission. They managed to last a little longer, shrieking and thrashing and cursing like wild animals; but after they were unloaded into twice they too broke, fucked silly with eyes rolled into their heads, and twisted into happily borderline retarded expressions.

Trixie whimpered as she came hard. She hated to see them so abused and violated but her flesh responded anyhow. By now the tentacles, which had shown a surprising amount of restraint, decided to force their way into her lower entrances. They burrowed and squirmed with a squish deeper than she'd ever been penetrated before. So deep she could feel her cervix pried open as a series of smaller tentacles invaded her womb.

Another pair arose, wrapped around her breasts, and placed mouth-like suckers on her erect nipples, pinching, pulling, sucking, nibbling on them in an almost playful manner. She hated to admit it but none of the dicks she'd ever taken compared to this.

Guilt overwhelmed her at a thrill unlike any she'd ever experienced engulfed her entirety. The rape itself she could endure. Just lie back and think of Equestria. What truly terrified her was that once they started cumming into her she'd have her psyche torn apart. She'd happily surrender once her mind was broken and be reduced to nothing more than a disposable fucktoy. She flushed bright and squirted and openly wept under a series of conflicting emotions and sensations.

Ah...look at you squalling like a foal. So pathetic. I think letting them break you would actually be a mercy. Why should I reward you with unearned enjoyment? However, I know my cute little pet has terrible needs..." She patted the witch's belly.

Trixie watched in wide-eyed horror as part of the tentacles bulged like an overfilled hose, realized it was a cluster of packed in cum, which rushed ever closer, ready to be fired into her within seconds. She thrashed in insane desperation amidst muffled cries and sobs. She'd much rather die than have her personality swallowed up whole.

With a muted scream she felt the bizarre coils unload hot sticky cum into all three of her slippery funholes. She continued to shriek and weep the entire time, even as her hips bucked instinctively, her entrances clenching as she squirted more-and-more.

They continually oozed into her. She mewled submissively as her belly started to inflate from the excess. The monstrosities had reduced her to little more than a cumdump that would put the trashiest porn stars to shame. Her stomach ballooned from the copious amounts of semen pumped into it. It sent subtle vibrations throughout her interior which made them pleasantly convulse and helped her cum even harder multiple times.

Twilight Sparkle continued to rub the witch's torso. "What a whore. I think she's endured enough for now. Withdraw." The abomination did as commanded, and when they withdrew from her fuckholes, hot splooge oozed out in dense milky rivers.

To her surprise Trixie's sanity remained intact. She wanted to curse her but by now was cowed. "P-please," she murmured with a trembling lip. "N...no more. I'll do whatever you want. I...I'll be your bitch. Just don't erase who I am. I...I'd sooner die."

She slapped Trixie's teats and the mare bowed her head in submission. Behind her the still unsatisfied tentacles started to work on the other broken slaves. They wrapped up the sirens and her bandmates, wormed their way into their hollows, rapidly entered-and-exited. "Hmm...maybe you can amuse me in another way?" She raised the scalpel, and the witch started to shudder hard, only to breathe a sigh of relief when it was tossed aside with a clatter. "You're far too easy. I think you've earned a small treat."

The tentacles that bound Trixie flipped her over onto her still somewhat inflated belly. She winced but didn't dare complain. Twilight Sparkle positioned herself upon her shapely back. Her hot breath whispered in her ear, "You remember that time you thought Twilight turned a mare into a stallion? Well, I found a spell that's pretty close."

Trixie's eyes widened anew as she suddenly felt a stallionhood start to unsheathe between her shapely buttocks. Precum dribbled down her asscrack.

"You wouldn't believe the kinds of forbidden spells locked away in the Necronomicon! Admit it. You could cut through the sexual tension between you and Twilight Sparkle. A part of you would love to get banged senseless by her. Failing that, you decided to spread your legs for her brother instead, turned on by the idea she'd be jealous!"

"That's ridiculous! I-I'm not like that..." She pondered whether the Necronomicon allowed its owner to gaze into another's heart. After all it seemed to have so many unknown powers. It was likely all the weird science that had popped up recently was a result of that. The Princesses unknowingly aided in the spread of its corruption, as they relied heavily on the experimental potions concocted and spells weaved by this monster.

Twilight rubbed the cock between her slave's flanks. "You want this buried within the Great and Powerful ass, don't you?"

"Gross," muttered Trixie who couldn't believe its size. She felt it prod around her ponut, then her pussy, toyed with which hole in wanted to enter first.

"Liar. I can smell the fresh musk of your marehood from here. Well, that's enough foreplay." She smacked Trixie hard on the butt which jiggled about and now had a red hoofmark on it. "Please me and I promise not to let the tentacles break you."

The meatstick rammed balls deep hard up her ass. Just as quickly it was withdrawn, only to be reinserted in her cunt, her cervix struck under the impact. It was a bit painful but still rather enjoyable in its own way, and rather than hold back her moans, Trixie let them fly free whorishly, desperate to please her master in any way she could. Better to become her somewhat willing toy than end up losing all sense of who she was.

An hour passed while she simply laid there in submission, moaned and whinnied, able to see the other mares be worked over tirelessly by the tentacles, who seemed insatiable no matter how many times they came inside their victims. She barely noticed when Twilight hilted in her a final time and sprayed her love tunnel in copious foal batter.

This was her life now. Just survival at any cost. There weren't many ponies who cared about her. Certainly there were many who tolerated her, or pretended to be nice for the sake of politeness, but actual friends? She had precious few of those.

"I'm sorry Celestia...I'm sorry everypony...I never meant to be a bad pony. I take back all the horrible stuff I've ever done." But only her abuser heard the whispered confession.

A cackle sounded across the lab aimed at the latest broodmare that had been broken in.

Caravan Down By The River

Author's Notes:

Warning: This chapter contains non-consensual sex, incest, bestiality, mild snuff.

Twilight Sparkle's hooves ached when she made her way through the winding Everfree Forest, following the crude map that Trixie made her, which led to a caravan parked down by a river. Grass crunched under her trot, branches twisted in the wind, and leaves were cast about. Low howls sounded around her that made her tiny furs stand in in.

She spotted Trixie who waited a short distance from her home by the riverbank. "Okay, I came like you wanted." She tried to remain civil and patient, but while a truce had been called between them, in truth she doubted they'd ever be friends. At best they would tolerate each other for Starlight Glimmer's sake. "Now what's so important I had to come all the way out here? Couldn't we have done this in Ponyville?"

The moon loomed in the night sky. Crickets chirped as silence settled between them. There's something I have to tell you. I know it will be hard to take, but...but it's better that I let it all out." She trembled a bit and stared at her front hooves. "Your brother...he..." She strained to meet her eyes and softly stated, "Your brother raped me."

Twilight smacked her so hard across the cheek it left a red mark. "How dare you! He'd never do something like that! Ever!" She'd never felt more furious in her life. Shining Armor certainly wasn't perfect, but he'd been a role-model to her since they were foals.

"It's not something I'd say lightly, but it's true." She took the wide-brimmed hat in her hooves. Silent tears pitter-pattered down its brim. "I never would've thought he'd be capable of that, either. Maybe I deserved it, after I treated you so poorly."

She wanted to believe it was a load of horseshit, or at the least, a vast exaggeration, but from Trixie's expression and body language she sensed there was truth in her words. At the least she seemed to believe it had happened. "He...he wouldn't," she repeated more weakly as her own eyes started to water. Suddenly a thousand rationalizations flashed through her head. "Are...are you sure?" She nodded meekly. "Was he drunk? On drugs? No, he had to be under a spell, or some other influence! He's not..." She started to sob.

Trixie covered her face with the hat as she openly wept. And to Twilight Sparkle's surprise she decided to hug her, to offer what little comfort she could, even though she didn't like her much. For a moment their weeping drowned out even the wind's low howl.

Twilight Sparkle said, "I'll talk to him. I have to understand his reasons. But whatever happens, I'll be there for you. Nopony deserves to have that happen to them."

She felt sick to the pit of her stomach, like her entire world had been turned upside-down. A bunch of conflicting emotions stirred in her, from shame and guilt to rage and disbelief, but she needed to hear his side of the story before she made any real assumptions.

So lost was she in thought that she failed to notice another pony trot up behind her. The shadow fell and she spun to see another Trixie grimace at her. "What in the-" She acted much faster than she could have anticipated, violently shoving a neutralizing ring down her horn, and it immediately constricted into place. "Ouch! Why are you-"

She attempted to break free, uncertain whether this was some trick or clone, but the pair of Trixies were quick to physically subdue her, telekinetically summoned a series of snake-like ropes that quickly hogtied her. The second one breathed a puff of colored smoke in her face. She attempted to hold her breath but the sweet musk instantly took effect once it hit her nostrils.

She swayed haplessly in her binds and the world blurred around her. The last thing she saw before she drifted into unconsciousness was the pair of Trixies who smiled down upon her.

*****

A day later Shining Armor accepted his own invitation to the caravan. In truth the idea of facing Trixie again made his bowels water, and he wanted to believe it was some outer influence that had made him hurt her, but whatever the case was he needed to face this eventually. He'd written out and practiced dozens of possible apologies overnight. Lost a lot of sleep as he tossed and turned and let the inescapable guilt weigh upon him.

he waited outside the door for several minutes. The humble little abode was parked by the riverbank in the midst of the Everfree Forest. Birds chirped and the sun beamed down to announce the early morning. "No time like to present," he mumbled to himself. He tapped his hoof on the door a couple times. The entrance creaked open on its own.

He shivered as he crossed the threshold. Somehow this was harder than anything he'd ever done. All he could do was throw himself on Trixie's mercy; whatever had happened he needed to take full responsibility. He wouldn't hide behind excuses.

"Trixie? I'm here." He looked around at the bed, a heavy treasure chest, and various equipment used in her shows. A heavy blue curtain covered in yellow stars was draped over one corner. "Please, let me see you so we can talk face-to-face."

She peeked her head out from the curtain with a smirk. "Well now, you certainly took your time! Lucky for you trixie likes it when a stallion's fashionably late!" She trotted out to meet him and he strained to maintain eye contact with her. "Did you come to say you're sorry?"

"I...yeah. There's no excuse for what I did. I've done something terrible that can't ever be taken back. I don't deserve my position as Captain anymore. Maybe I should even step down as the Crystal Empire's Prince, but my country needs me." He'd told himself he'd hold it together but he started to cry anyhow. "Maybe I've been fooling myself my entire life. I'm not worthy. I'm sorry I let Cadance down after she had so much faith in me."

"That sounds perilously close to self-pity. Nevertheless I accept your apology." She cantered over to him placed a hand on his chest, and he winced under her touch, flashing back to what he'd done. "To be honest, I rather enjoyed it after a while."

This was too easy. In truth he wouldn't ever feel satisfied until she beat him up quite a bit more. "You're seriously twisted, you know that? I need to be punished!" He balked at the realization of the irony. Perhaps he was far more messed up than she was.

Trixie tilted her head so that her snout booped his own, eyes half-lidded as her hot breath fell on him. "Oh, I can punish you alright," she murmured in her most seductive voice.

He gulped. "Please, you already know I think you're hot. But after what I did I'd rather not think about sex with you." However he knew that was a lie even before she started to fondle his stallionhood with her psychokinesis. "Don't," he moaned low.

"Okay, so maybe you don't want to get laid by me. But there could be a few mares here that might perk your interest? I know it may seem a little cramped in here, but the dimensions can expand quite a bit, believe me. More than enough for what I have in mind!"

She led him past the curtain into another room. Apparently she'd somehow extended her wagon's capacity despite how small it appeared outside. For all he knew it was another one of her tricks. Why question it? Especially when he was already so nervous around her. He meekly decided he'd do whatever she wanted until his penance was finally paid.

The walls were lined with more knick-knacks to form a pathway. There was another small curtain at the end, draped over a curved object. Sunset Shimmer and Starlight Glimmer stood at both its sides. He smiled nervously at them as he and Trixie approached.

"Nice to see you again," said Sunset who's cheeks were rosy to match her smile. Every time they met it was difficult to tear their eyes from each other.

Starlight Glimmer appeared far more pensive. "Don't think you're going to get lucky with me tonight, 'Captain'. I'm still not sold on this breeding program idea. It's a little weird and creepy, to be honest. I've only come here to observe since Trixie asked."

He nodded. "That's fair. I had some reservations at first, too."

Trixie smirked at them. "That's a shame. You have no idea what you're missing. But I'm sure you'll see by the time this is over." She took one of his hooves, placed part of it in her mouth, and closed her eyes as she sucked on it. He inhaled sharply.

"I think he likes it," teased Sunset who pressed her warm body close to him.

Starlight shook her head but she couldn't help but crack a smile. "Stallions will be stallions, I suppose." She stared at his loins. "And you certainly didn't lie about his equipment!"

He blushed a tad and swelled up his chest with pride. "What's under the curtain?"

Trixie withdrew from him in a messy trail of saliva. She trotted over to the blue sheet decorated in yellow stars. "The latest lucky mare who wants to be bred by you. Trixie picked her out herself from a bunch of volunteers. Unfortunately, she's quite shy, like shyer than Fluttershy, and her one condition is that you're not allowed to look at her."

He cocked an eyebrow. "You're not up to something weird, are you?"

"Your sister helped set this up. She wanted to apologize for how she acted last time. Think of this as a way to settle all the recent events between us." She winked.

He wandered over, raised the sheet in a way that didn't reveal what was underneath, At first he tried to feel the way the mare's tail was styled, but her dock was raised and bound up. Her legs were parted wide by a spreader bar. He brushed his hooves over average-sized but unbelievably soft and well-shaped flanks and foal-bearing hips. He traced further over her ponut, then lower still to her tightly closed vulva. He rolled forward onto her barrel, squeezed somewhat small but well-rounded breasts, tweaked nipples that were pierced.

At first he'd been a little hesitant at the idea of anonymous sex, but now he couldn't wait to mount this breeder. His stallionhood flared as he took position and aimed at her entrance with hooves rested on her buttocks. There was a series of tiny instructions tacked to the wall about how this mysterious mare wanted to be taken. He impatiently read the first line.

*****

Handcuffs clinked behind Twilight Sparkle's naked back. She slowly blinked open tired eyes, looked down to see she had somehow turned back into a human, her purple breasts hanging down and her nipples pierced by rings. She was apparently trapped halfway in a wall, lodged into place just above her most intimate quarters. "W-where am I...?"

A similarly human and nude Trixie squatted next to her and patted her cheek. "Wakey-wakey! I think our precious little Princess has finally come around!"

Further into the room stood Twilight Sparkle's counterpart, bare save for the ribbon that held her ponytail up, a pair of heavy spectacles, heels, and a stained lab coat, her thin arms folded under her perky breasts. "Let's not rush this. I want to savor the moment."

"You must be me from the other side."

"Duh. Or at least her shell. Her soul was cast into oblivion the moment i took control."

Twilight's eyes drooped. "What? No!" She wanted to believe there was still some chance, that her other self was still alive, but somehow she sensed it was true. She squirmed uselessly in the hole. "What are you and why in the heck would you do this?"

"Such mundane questions. I expected more from my double. Ah well. You should worry more about your current predicament. This wasn't easy to set up, but I've concocted a special portal between the parallel worlds, one that's tied Trixie's caravans together. That way a certain special stallion will be able to ravish your delicacies in both forms."

Twilight tried to move her legs and realized that on the other side they were still in pony form, spread rather wide and bound into place. She blushed bright. "W-what?!" But the true horror settled in once the denuded human versions of Shining Armor and Cadance approached. She tried to cast a spell to no effect, realized that these piercings acted as neutralizers as well, not that she could have woven one anyhow in this partial form.

She shuddered wide-eyed and flushed as she felt powerful hooves start to molest her lower half. It didn't take a genius to figure out who they belonged to. "Brother, no! Stop!" But he couldn't hear her. "Have you taken control of his mind?"

"That would take the fun out of this. He thinks he's about to mate with an anonymous mare. Don't worry, I had the other Trixie leave him detailed instructions of how I wish this to play out. Hopefully he'll follow the script to the letter. Sadly I had no choice but to break the human's world equivalent of your precious B.B.B.F.F. At least I was able to take him for a test ride first." She sensually traced his white muscular from head to toe. "You wouldn't believe the hatred in this Cadance's eyes as I bucked him into submission in front of her."

She closed her eyes and smiled in remembrance of that day, Cadance bound up and gagged in their bedroom, helpless to do anything more than cry and writhe with muffled screams, as nearby Twilight bounced atop a drugged-up Shining Armor's massive cock. She fucked him until he came hard. Then rode him cowgirl style until he cummed some more, her loose hair a sweaty frazzled mess. That had continued well unto the dawn.

She broke her reverie and stroked the man's half-mast dick fully to life. "Isn't it a lovely tool? I know you want it inside you. Forbidden fruit is the sweetest kind."

By now Twilight couldn't help but sob at the inevitable that was about to play out. "Brother, please don't." But she knew it was pointless to plead. She tried to shut down her mind and pretend that this was a terrible nightmare. Felt the stallionhood prod her nethers. She winced and bit her lower lip to muffle an unwanted moan as he pushed into her unused marehood. Blood and feminine liquids dripped down her loins. "It-it hurts," she whined.

"Just relax your holes and it will start to feel wonderful," mused Trixie.

"N-no..." She wiggled and wept until her nose started to run, only for the witch to wipe her nostrils with a colorful napkin. Her brother played with her buttocks and lower pair of teats as he slowly and sensually bucked her. His counterpart seized a handful of her tresses, groped one of her tits while he lifted her face up to his cock, which he slapped and rubbed on one of her cheeks and over her lips. Precum smeared her skin as she smelled his sex.

Trixie played with the slave's other tit, pulled upon the small piece of metal, stretched her colorful nipple to such extremes she yelped. Her brother immediately seized the opportunity to shove his penis into his little sister's now open mouth. "Does this make her the world's first centaur? At the least, Trixie's certainly never seen one before!"

The other Twilight couldn't help but be worked up by the sight before her, and she started to make out with and feel up Cadance, the older woman rather plush and full-bodied. Fortunately she hadn't passed a time when she could still bear children. "Mmm," she moaned, squeezing generous breasts and sinking her fingers into her wet snatch. "You could always bite his dick off...but could you really do that to your B.B.B.F.F.?"

Twilight simply continued to quietly weep, unable to do more than lay there and take it, his penis forced balls deep into her throat. She gurgled and saliva ran down the side of her lips. Meanwhile Trixie continued to playfully nibble, kiss, and molest her tender flesh.

Far worse were the continual strokes of her brother's member which pushed deeper-and-deeper into her wet folds, until he bottomed out and tickled her cervix. To her horror she started to reflexively wink and milk him in anticipation of his seed. She dribbled from her nethers, clenched her anus, whimpered. She'd certainly read a ton about pony sex out of curiosity but never worked up the courage to try it firsthand. She told herself she didn't need a stallion in her life, and if she ever did, she would save herself solely for him.

"Think of it this way," mused Trixie who helped him slap her breasts about. "At least you won't die a virgin!" She cackled hysterically, her eyes crazed.

Shining Armor grunted and thrust his hips hard as he could into her gullet. Her eyes crossed as his hot spunk started to shoot freely, his hands buried upon her dome, and she choked as her cheeks puffed up and cum rushed from her nostrils and exploded out.

She clenched hard in response and his counterpart fired his own load deep into her pussy. The one who worked her face kept her pinned there for nearly a full minute, then finally pulled free, to the point where once he withdrew she drooled profusely and vomited up an excessive load of his semen. "Now, now, you mustn't waste it," her double said. "Lick it up."

Twilight shook her head and blubbered. Her other pulled a pistol from the folds of her lab coat, cocked it once, and pressed the cold barrel to her skull. "I said lick it up!" She saw little choice but to obey. Her lips quivered as she twisted down and started to slowly lap up the messy white puddle. "Good wench. You shouldn't waste any precious mana."

He started to jerk off, and Trixie lowered herself to all fours, helping to lick up his glistening spunk. Before they could even finish with the first load he groaned once more, and Trixie forced Twilight's mouth open with her hand, her own maw happily widened as he gave him a facial. His dense strings of splooge erupted over their faces and onto their tongues.

The other Twilight made Cadane sink to her knees and directed her head to eat her out. "That's all you are. Receptacles for a potent seed. Now I want both of you to work him over."

Twilight knew she had no choice but to obey if she wanted to live. So long as she survived there was a chance to turn this around. She'd simply have to endure this perversion. She nearly vomited once more once she willingly put her mouth to her brother's cock. Not that it was remotely unattractive; on the contrary the unwanted lust it stirred disturbed her more.

She and Trixie started to draw their tongues up-and-down the veiny member which throbbed in response. Her eyes shot wide open when she felt his prick start to trace the circumference of her asshole, then slowly worked its way inside. he spanked and kneaded her wobbly buttocks, slowly bucked into her in a casually sensual manner.

*****

Shining Armor closed his eyes and clenched his teeth as he continued to buck the unknown mare. Sweat dripped down white muscles which strained to the limit. "Oh Celestia, she's amazing!" Her tight little ass constricted around his length even harder than her cunt had. "Fuck...fuck!" He'd spilled his seed only a short time ago and was nearly there again.

At his sides Trixie and Sunset pressed close to him, their teats resting and rubbing upon his muscles, taking turns as they locked lips and tongues with him. Starlight flushed all over as she watched them work, felt her marehood winking and dripping in desperation, tried her hardest not to touch herself. She sat down with her front hooves in front of her to hide her arousal and squeezed her loins together hard in a failed attempt to satisfy herself.

Trixie shot her closest friend a smug grin. "I knew you wouldn't be able to hold back," she said using telekinesis to part Glimmer's hooves and expose her winking marehood. "Sunset, keep our lucky stallion company. I think she needs some special attention!"

She sidled over to Starlight, levitated her so that she was flipped onto her back, and dove her snout into her moist snatch. "W-ait, I told you I'm only here to observe...ahhhh!" Her protestations broke down into a series of whinnies as she was sloppily eaten out.

Trixie slid her hindquarters around so that her ass and cunt hovered over her friend's face. She hesitated a moment with her nethers pressed to her face, as while they often fooled around in private, they hadn't yet taken their relationship to that level. However her libido ultimately won out, and she lapped at her psychokinetically spread anus and vulva.

"Oh, it's so tight! So tight!" He spanked and kneaded the mare's ass hard like instructed, wailed as his cockhead flared and released. Sunset constantly sucked and nibbled on his ears and neck the entire time, her face cheerfully rosy with shameless love for him.

After he finished he yanked free with a splash. There was a last set of instructions, and he twisted the mare within the hole as requested, rotated her onto her back, and rubbed his girth over her slit in order to work himself up one last time. The last request was that he be rough as he could. He hoped this barely broken-in virgin could take his virile stallionhood.

He watched the mares perform in order to help the blood flow back into his somewhat flaccid tool. Sunset could tell he needed more help, probably because he'd been with so many mares recently the novelty had started to wear off, so she decided to break out her secret weapon. Her horn shimmered as she levitated over a cellphone.

He looked at the odd device which turned on. "What's this?"

"A bit of tech from the world I come from. Granted there are no cell towers here, bur your sister and I reworked it so that I can recharge it with the right outlets even here."She blushed coyly. "I went back home to prepare a special present for you. I hope you like it."

She tapped on it and pulled up a list of videos. At her touch one played, where she was in her human form in her bedroom, dressed in blue pants that hugged her delicate curves, a blouse, fuck-me black boots, and a bad girl leather jacket to match. Between the villain she used to be, and the kind heroine she was now, she was the perfect madonna-whore.

She smiled and stared seductively into the camera, performed a slow and sensual striptease, one item removed at a time and tossed aside. His loins stirred a tad at the exotic creature before him, and he savored the casually playful removal of every last garment, until she laid back naked on her bedsheets. Stuffed animals surrounded her pillows when she tossed back her bacon-colored hair. She spread her legs and started to flick her clit and rub her slit, cupped one heavy breast and took it into her mouth.

She levitated the phone over to him. "Feel free to look around; I made a ton of them for you." She seemed rather proud of herself despite her unusual level of shyness. Just tap this button to head back." He smiled as he poked around her private videos.

He experimented with a few in order to work himself up the fastest. Sometimes she would strip and play with herself in public areas where she could easily be caught; in another one she'd roped a humanized Pinkie Pie to put on an impromptu lesbian performance for him.

He'd always been curious about what it would be like to bed his sister's main circle of friends, but so far Fluttershy was the sole one to approach him. Pinkie's counterpart was even cuter than he would have believed. He desperately wanted to stick his dick in her.

He clicked around and stumbled on a hidden folder. "Hmm, what's this?"

Sunset lazily nuzzled his neck as he clicked a video labeled by a bunch of numbers. The smile was wiped from her faces as her eyes went wide in horror. "Wait, not that one!" But it was too late. She froze as one of her most private clips played out.

She had snuck into a barn and propped up her phone on one of the stables so that it could record a nice view. She trembled and her heart raced as she removed her clothes and placed them on a bundle of hay. It was the most insane stunt she'd ever attempted; but she had to admit Flash Sentry couldn't satisfy her. She still harbored her equine needs.

She'd selected the largest stallion she could find. The powerful beast was a titanic mass of ebony muscles. He snorted when she crawled on all fours and tickled his sheathe to tease out a mottled cock that dwarfed a human's by a wide margin. "Wow," she wheezed and practically drooled at its unbelievable length and width. "It's even bigger than a pony's!"

She stroked it between her hands and nursed it with her lips which she slowly ran down its meatiness. She'd worn thick red lipstick today, which left kiss marks all over the animal's cock each time she peppered the fleshy veiny thickness in deep kisses.

Shining Armor's dick twitched harder than ever to see her commit such a taboo act. He mildly swatted her hand away when she attempted to seize her phone. "That's hot."

Sunset Shimmer wanted to die. "Thanks," she answered sarcastically. By now the clip showed her needily taking the horsecock into her mouth and suckling on it while she continued to stroke her hands up and down its extremities. He played with himself while he watched the perverted scenario play out. The horse came hard over her face, into her mouth, down her breasts, its load far thicker than any man's could hope to be.

She cupped her hands and did her best not to let any fall into the hay. While she missed a few stray traces, she slurped up the rest of the salty excess, wiped the rest from her face and tits which she chewed upon for nearly a minute to savor before she swallowed it.

Unfortunately this hadn't satisfied her. On the contrary she was worked up more than ever. Need overrode all sense. She lowered herself to all fours, stuck her ass in the air, and lined it up with the horse dick. Being caught would be bad enough, but what if she was found dead, impaled upon a beast's cock? Yet her vagina watered in unspoken need.

She grinded her backside upon the girth, hoping he would get the idea, and simultaneously fearing his penis would tear her apart. It was the most crazy and exciting thing she'd ever done. He whinnied and worked himself into her folds, drove himself into her, struck her cervix before most of his member was able to make its way inside. She winced and moaned. Submitted herself to the ministrations of the wild animal that dominated her.

Heavy balls slapped upon her with thrusts so powerful that her whole frame shook. She wouldn't dare let him take her up the ass, certain he'd rip her apart and leave her to bleed out, but she traced the circumference of her asshole and fingered it. Watery spurts of her desire painted her loins. "Fuck me hard," she whined. "Shoot your load inside of me!"

It didn't take long before the horse unceremoniously fired his hot spunk into her moist cunny. He yanked loose and his viscous seed sputtered from her widened hole. She used her other hand to drive into her love tunnel, cried out as she squirted freely.

Shining Armor clenched his teeth and came a little. Sunset covered her face, mortified. He plunged back into the unknown mare, driven almost insane with need, bottomed out in her as he started to fuck her hard as he could. "Fuck yes," he cried following the final instructions which told him to speak in a vulgar, demeaning, and domineering manner. He doubted she could even hear him but he relished the opportunity anyhow. "Take it you slutty bitch!" He wrapped his hooves about her ankles. "Take my cock and seed! Unf!"

At the moment he hardly cared anymore who he female was. Once instinct kicked in all he wanted was to release his seed. Her twat splattered feminine splotches on him, quaked and constricted and milked him, each time he drove his cockhead hard upon her cervix.

*****

Twilight Sparkle writhed under a mixture of pain and pleasure. "N-no more...brother, please s-stop..." She wailed incoherently, cheeks burning red, ashamed that she could enjoy this even a little. She told herself it was only a physical reaction but that didn't make the reality any better. Her perspiration-soaked boobs bounced under the force of his pussy smashing. She wondered if he made love to Cadance with such primal brutality.

"I'm afraid you're far too dangerous to leave alive," her double stated with cold detachment. "Trixie, why don't you do the honor?"

"Trixie don't! You're rude sometimes but I know you're not a bad mmmph-!" Her protests were swallowed up when Trixie lowered her blue buttocks and pussy onto her face. Her buttcheeks smooshed as they spread apart and she lowered herself to fully sit on her.

Trixie settled her full weight on the Princess. "How do you like the Great and Powerful Ass now?!" She cackled at her muffled cries, pulled out some peanut butter crackers from her satchel, and started to eat the crunchy treats. "Is this how you imagined it would end?!"

The other Twilight pulled out a cellphone and started recording. "I want to capture the moment. Perhaps I'll even show it to Shining Armor once it comes time to break him down. I wonder what he'll think when he realizes he raped his sister while she was murdered?"

Twilight squirmed and shuddered and pleaded to Celestia for help. She smothered and clenched down hard around the cock that violated her. The last thing she felt was his warm load which was rapidly launched into her womb as he bottomed out in her love tunnel.

Trixie removed herself and stared back at the peaceful corpse. She walked over to the beckoning other Twilight, and she joined her and Cadance, the trio sucking greedily on Shining Armor's dick for more of his precious seed. He guided their heads. Grunted as he came all over their faces and into their mouths. They licked up his virile mana."

Another potential obstacle had been removed. With the Necronomicon she could always resurrect her should that prove necessary for whatever reason. For now she would simply have her lovely corpse preserved for further study and potential vivisection.

*****

Shining Armor felt the mare's hindquarters quaked until they slowly stopped, and he bottomed out at the same time, teeth clenched upon his last release. Her nethers reflexively milked him dry even as her life slipped away. He continued to watch Sunset Shimmer be freaky with a horse on repeat. "Damn, it's almost too much!"

She snatched back the device. "Satisfied now?!" She'd never felt more humiliated in her life. How ever would she live this down? Luckily her secret kink only turned him on.

"It's super hot," he admitted. "Plus I'm sure the transformation must've played havoc on your hormones. It must've driven you crazy not being able to find satisfaction!"

Sunset softened and blushed furiously. "Just don't tell anypony," she whispered. "Okay?"

He kissed her forehead and drew her close. She snuggled in his powerful limbs, relieved he could accept her for what she was. They were interrupted by Starlight Glimmer who cried, "I...I need to head home!" She dashed out of the wagon without fanfare.

He cocked a brow. "What's up with her?"

Sunset and Trixie exchanged a sly look. "Trixie's certain she needs a bit of alone time with Sunburst." She wiped her wet snout on the back of a hoof and licked the marecum up. "I'm sure she'd love him to breed her hard, but he's such a beta I'm sure she'll end up on top! Hmmm, maybe I should head over and help them out, after I clean up this mess."

He shared a laugh with Sunset as they trotted from the caravan back into the Everfree Forest. Neither knew how close their nemesis truly was, or how they constantly aided in her plans, the time of darkness drawing ever closer day-by-day. Until then they were free to celebrate and otherwise make merry. And with his sister's double on the loose, no one would even realize she had vanished, let alone lost her life so pointlessly.

The Mare Who Sold The World

Author's Notes:

Warning: This chapter contains futa, a bit of non-consensual sex, attempted self-harm/suicide.

A distraught Starlight Glimmer raced from the caravan, back into the Everfree Forest, and trotted all the way back to Ponyville. She made short-burst teleports on occasion, but feared she would drain herself if she exerted too much energy, and that's the last thing she wanted, her loins still afire after all she'd seen and done today.

However she did made a long-range blink once she reached Ponyville's entrance, straight into Sunburst's temporary residence, afraid the denizens would notice how wet and bothered she was. He'd settled into a room in the Castle of Friendship in order to help with their research. Wizards had been summoned from all over Equestria in secret to aid in such affairs, but they still dared not share their concerns openly lest they send the populace into a panic. To her disappointment he wasn't currently in.

She rushed into the library and hoped few ponies would be there like always. Carefully she evaded the mages that milled about, waved when necessary with an awkward smile, thankful that most took little notice of her. Luckily she stumbled upon Sunburst who was wrapped up in his studies at a table in one corner.

She tried and failed to keep her voice down. "Sunburst! I need you...now!"

"H-hey Starlight." He looked around awkwardly at all the customers who glared at them. "What's the rush," he said lowering his voice to a whisper. "Why-whoa!"

She'd taken hold of his hooves and teleported them onto his bed. He gulped and sweated as she hovered over him, pinning him into place with an impatient look. "I mean it. Exactly what I said. I've tried to drop hints but you're obviously too thick for that."

He decided to play dumb and looked away. "I-I don't follow."

She flashed her teeth at him. "I want you to rut me you stupid idiot! There! You made me spell it out! The Princesses want all the most powerful stallions and mares to breed, and your mother wants you to father a foal, so we'll all win in the process!"

He trembled and tried to squirm out of her hooves. "I-it's not that you're not cute, but I'm not ready to be a father! I mean, we haven't even been on a date yet!"

"What, do you need me to explain how the mechanics of sex work too? A beautiful mare throws herself at you and you turn her down? You're not into stallions, are you?"

"No," he protested a bit too quickly and fiercely. "Um...maybe a tad," he admitted. "But I definitely prefer mares on the whole. It's only...they intimidate me. You intimidate me."

"Really?!" She took a deep breathe and released his limbs. "Okay, I understand. I did basically run a cult, became a tyrant who took over a town, and was so powerful I tore apart time and space...not to mention all those cutie marks I stole. Yeah, I can be pretty scary sometimes, I suppose. I'm simply used to taking whatever I want."

"That's your problem. I don't like to be rushed. You're important to me, but I'm not sure we really have that much in common." Despite his protests her breasts accidentally brushed over his stallionhood, and he blushed as it started to rise in response.

She took his member in one hoof. "See? That's a reaction, isn't it?" He shuddered when she started to stroke it. "Just relax and let me stick it in. I'll do all the work!"

"S-stop!" She frowned but did as he asked. There was a time when she may have simply took control of his mind, made him do what she wanted, but she realized that was unacceptable now. Even so she couldn't help but feel horny and deflated.

She awkwardly rose and headed to the door with her snout lowered. That's when she bumped into Trixie who cleared her throat. "Well now, it looks like the lovebirds could use a little help from Trixie. Neither of you will walk away satisfied at this rate!"

Starlight blinked out and reappeared next to the stallion. "I don't know," she muttered, hooves wrapped around him possessively. Not sure I want to share him, especially when it's our first time..."

"That's okay. We can share you instead," said Trixie with a sly wink.

Sunburst swallowed. "Don't I get a vote?"

Trixie beamed wickedly as she sidled over to him. "Maybe when you've earned it." She traced his barrel with a hoof and he shivered. "Oh, Trixie understands why a control freak like you is so into this wimp. He's pretty much a toy to wrap around your hoof!"

Starlight defensively replied, "We've been friends since we were foals! You wouldn't understand the special bond we share!" She undid his cloak and set it aside. She whistled happily and practically smothered him in an almost motherly way.

"Trixie's been around the block a number of times. She knows mares like it whenever a stallion takes charge and puts them in their place!" She smacked Starlight's backside and she practically hissed at her as she rubbed the crimson spank mark.

"That's sexist, Trixie. Not all mares are like that." She did admittedly wish Sunburst would be a little more forward, but she loved him anyhow despite his meekness. Her snout met his own as she slowly leaned in to a kiss. He soon surrendered to her lips.

She took it slow. Savored his taste, the brush of his chin hairs. She'd dreamed about this so many times, flirted with flutter of her lashes, or a sway of her foal-bearing hips, even daringly swished her tail in such a way that he had a full view of everything below; but he'd either been too dense to take a hint, or worse deliberately spurned her advances.

He started to remove his glasses but she snatched his hoof. "Leave them on!" With a timid nod he allowed himself to be pushed onto his back as she straddled him. His partially bent mast started to rise to fullness, until his stallionhood rested upon her slit. Her marehood contracted and watered excessively as she resisted the urge to take his entirety into her on the spot. She'd waited all these years for this; she could afford to be patient now.

"Trixie's seen much thicker...but he'll do!"

"Shut up Trixie," she wheezed impatiently, wishing she could skip the foreplay and hop right in. Unfortunately she doubted he'd last long on his first go. She decided to forego her own needs for the moment, and tended to him instead, her maw wrapping around his penis.

Not that she really minded that much. In fact she liked to please him, to know she was needed, and to see him writhe in pleasure that was plastered over his face. She suppressed a titter at his silly expressions and stared into his eyes seductively.

"Oh...oh Starlight!" He tentatively raised a trembling hoof to her dome, paused before he touched her, afraid she wouldn't like it. She simply nodded once, and he placed his hoof down, directing her casually to take him deeper into her snout. She drew back from his flare tip for a moment, spit upon it, traced a tongue thick with saliva to trace his veins.

Trixie's cape rustled once she removed it and her wide hat. "Not bad. You're a natural. Trixie would think you've done this before!" She punched the witch in the ribs.

Starlight huffed as she popped back free of his dick, lips and his meat connected by a string of spit and precum. "I've...practiced with a banana lots of times," she admitted with a thick flush. "Wanted to make sure I was ready when this day finally came."

She lowered her head once more, took him even deeper, far as she could, until his cock was stuffed down her throat. She suckled the base and suddenly felt a salty load blast the insides of her mouth only to be washed down. "Aaaahhhh," he cried as she swallowed his slimy seed. Smaller spurts blasted her tongue as she drained out every last drop.

"That was fast," teased Trixie.

"I...I need a moment to recover, then I'll be ready for more."

Trixie sucked upon her ears which twitched at her touch, wrapped hooves around her waist as she peppered in neck in playful pecks. "Don't worry," she murmured with half-lidded eyes. "Trixie will have your fat cock ready to sink into her needy cunt in no time!"

Starlight blushed even brighter at such vulgar language, which somehow seemed more perverse than the actual act. She liked to think this was a special moment; however it proved a reminder that it was ultimately flesh-on-flesh. They would rut like animals.

She felt something thick press upon her flanks which parted slightly under its touch. "T-Trixie?!" The thickness prodded experimentally at her ponut. "W-wait, I want to save that hole for him, too!" She shuddered and flushed even harder and moaned low as the witch lifted her up by the hips and sunk a thick cock which put Sunburst's to shame in.

"T-this is weird," whimpered Starlight whose eyes started to cross from unexpected bliss as she struggled not to let her tongue loll stupidly from her snout. Foal-like mewls escaped her as she closed teary eyes in shame. She couldn't believe Trixie had taken her virginity, and started with her asshole at that! She would have been furious, but it felt so wonderful each time she was lifted up-and-down her dick. "W-where did you learn a spell like that?!"

Trixie bit her hard on the nape of the neck which made her instantly submit. She'd certainly endured that a countless number of times when she invited stallions into her wagon for some extra bits; they loved to roughhouse with her and she was all too happy to oblige. "You like that, huh?! You want the Great and Powerful Dick to blow its load up your ass!"

"N-no," she answered in confusion. "I like my stallions to be stallions and my mares to be mares! This is too b-bizarre!" Worse still Sunburst had started to jerk off furiously at the sight, and her vagina winked in response, painting his abdomen in her clear juices. She lamented the fact that he couldn't take her anal virginity as well. Or that in a sense he wouldn't be her first. Fooling around with a mare didn't count in her eyes. But actually taking a cock even if it somehow belonged to a mare? Totally different story in her book!

"P-please...I don't want Trixie to be the first one to cum inside me! Put it in!" She spread her legs wide and he sunk into her folds with a grunt. Between the anal massage, and finally having the love of her life fill her love tunnel, she came on the spot with a shrill scream, so loud there was no doubt anypony that happened to be in the hallways heard her.

She wrapped all her limbs around him, locked snouts with her love, her holes contracting hard around the lengths that hammered into her. Trixie played with Starlight's teats, while he groped her plush purple buttocks, as his loins stirred. "I'm...I'm about to...!"

"Together now," urged Trixie whose horn lit up as she used her telekinesis to punch and pull her own nipples as hard and far as she could. The pair groaned as they ejaculated into Starlight, who in turn squirted some more, mind completely dulled by the experience as her eyes rolled into her head and her tongue lolled out stupefied. She was thankful no other ponies could see her reduced to such a silly and vulnerable state.

She went limp between her two closest friends and nuzzled his chest. While it hadn't played out quite like she'd expected, she was pretty satisfied anyhow. She'd finally made a real stallion out of him. Would she carry his foal soon? Well, it was what the Princesses wanted, after all. She hoped their offspring would prove quite the talent indeed.

*****

Hours later Trixie returned to the hidden laboratory situated so far below the Crystal Empire that it touched the layer above Tartarus. Ever since her mistress had broken her, she was little more than a fleshy vessel, open to all her suggestions. What remained of her former personality was a twisted caricature that often exaggerated her worst extremes. Not that she had the heart anymore to mind what had happened to her.

Trots echoed across the stonework once she winded her way into the hidden passages of the labyrinth that enabled her to cross into the dungeon. A cold wind whistled through the dank tunnels that dripped filthy water. She pressed a hidden block, and the heavy wall rotated, which allowed her inside. She took in the rusted torture instruments, the lab equipment and occult items, and most of all the other victims. In particularly she savored her bandmates from another world, the broodmares chained up as they slumbered.

Twilight leafed through the Necronomicon which rested atop a dusty table, deep shadows falling across her filthy lab coat, the torchlight making her thick glasses appear to shine. At her sides stood the twin maids Foal-Bearer and Wet Nurse, who she'd captured in secret, and used a spell from the book to transform them both into succubi. On the surface her new slaves appeared no different, able to shift between pony and demonic forms at will.

"Welcome home, Trixie. I take it you enjoyed yourself?" The witch beamed and prostrated herself before the mad scientist. "Excellent. You've done well." She tilted her head towards Twilight Sparkle's preserved body which was propped up on a wall.

"Will you really use necromancy to revive her as your slave?"

Twilight continued to turn the tattered pages. "Perhaps," she mused, bored of chatting with mere servants. Once their wills were completely broken it robbed a lot of the fun. She missed the way they begged and resisted to no avail. She decided to try another experiment; there was little chance this haughty mare would prove a threat to her.

She waved a hoof dismissively and willed that her slave's consciousness be returned to her. Alien words lit up within the Necronomicon as it answered her unspoken command.

Trixie swayed unsteadily on her hooves. The weight of all she'd done while under the control of her mistress hit her all at once. She covered her head and sunk to the floor, weeping and wailing with a gnash of her teeth. "Twilight, I'm sorry! I'm sorry!"

She looked upon the mare she'd been forced to murder and vomited. her already fragile psyche couldn't bear anymore. She used psychokinesis to seize a scalpel from the lab coat, flipped it so the thin blade pointed towards her, and hurled it like an arrow at her throat. A glow from Twilight's horn enveloped the instruments and stopped it right before it could pierce her throat. A tiny trickle of blood fell from where the tip pierced her.

She put her hooves around the tool, attempted to press the piece of metal into her throat, but the twins seized her by the hooves and pulled her away. They held her down while she blubbered and thrashed on the cool floor. "Let me die! Trixie wants to die!"

Twilight shook her head with a lazy smile. She could break her toy all over again. "No. Certainly not now. Maybe never. You're no real threat to my operation. even so, you must be punished." More scrawls in the Necronomicon shimmered and cast a crimson pall.

Trixie writhed and held her nethers as her loins started to quake with such intensity she really thought she would die. Her pastel pink marehood winked and widened to fullness, and her marecum erupted over the maids, who opened their mouths and showered in her emissions. "S-stop," she whined amidst multiple orgasms. "I'll dehydrate!"

"I thought that you wanted to die," stated Twilight. "You should be happy. The blood of your old nemesis is on your hooves. You've helped doom Equestria. You're a traitor."

"No! I-I tried to stop you! Tried to r-resist you!" It was difficult to form a coherent sentence amidst the flood of nonstop stimulation that tickled her pleasure centers. The lovely twins loomed above her, smiled maliciously upon her. She shuddered and pleaded for this to stop. Her mistress only relented when she sensed Trixie hovered at the breaking point. She laid in a wreck and heaved as her mind momentarily went mercifully blank.

Once she was able to form another thought, she pondered whether it would be brave to end it all now, or a final shameful act of cowardice? She told herself it wasn't her responsibility, that none of this was truly her fault. With her dead at least this monster would have one less tool at her disposable. Not that it would make much difference.

No. She needed to live. She smiled to console herself. The Princesses could still set all this right, couldn't they? Perhaps an opportunity would prevent itself...eventually. She had her will back, at least. While she survived there was still a chance.

Thanks For The Mammaries

Author's Notes:

A fairly vanilla (By the standards of this fic!) chapter this time.

After what felt like a short day's worth to rest-and-recharge, Shining Armor was led by his loving pet to one of the comfort stations in Ponyville that was set up for the elite Royal Guards. It had been tucked away from the curious populace, with only those who were properly briefed and screened by the Princesses allowed in. From the outside the barracks looked rather mundane; no different from any other he'd been stationed at.

However within its walls were a number of delectable mares there to service and comfort the protectors of Equestria. There was a dark time before the Princesses took power when mares were forced into such places in order to sate rather brutal stallions who were weary from the war between the earth pony, unicorn, and pegasi tribes; they had immediately banned such practices once they rose to prominence but Sombra had revived it for a time.

Now for the sake of their breeding program it had once again returned, only this time they make certain all its participants were willing and satisfied. They were free to leave at any time and would be well-compensated with riches and status in return.

His hoof held Sunset's leash as she led him inside. There was a time when such behavior would have embarrassed her; now she was happy to serve the one she loved. Her buttocks swayed as she trotted and her raised tail swished cheerfully about to provide him with a nice view. He couldn't help but cop the occasional feel which made her coo.

When they entered the assembly hall a mass orgy was already underway, a series of mats and pillows laid out to make them more comfortable. A countless number of cocks were stuffed into whatever moist holes they could locate, and since mares outnumbered stallions many times over, the stallions would have plenty to inseminate.

Shining Armor stiffed at the sight. He told himself to be patient, but in truth he couldn't wait to dive in, uncertain where he should even start with all the flavors on offer.

"Down stud. Save some for the main event," teased Sunset who nevertheless casually stroked his stallionhood. "I know a few mares who'd love your company." She guided him through the winding maze of sweaty flesh further into the wide auditorium.

His dick twitched and his clenched his teeth in need. Everywhere he looked ponies were getting it on and it worked him into a barely controllable frenzy. She sensed his desire and continued to telekinetically stroke his member the entire time they walked.

They arrived to see dozens of Pinkie Pies involved in a gangbang that involved dicks being stuffed into all their holes. Markers were use to write tally marks all over them each time they were taken. The nearest one was pinned atop a guard who bucked up into her, while another mounted her ass, her mouth stuffed with another penis, while her hooves stroked another pair. They spanked and played with her cotton-candy ass and boobs, bit her and pulled on her messy mane and tail, her fur already stained in bits of cum.

Pinkie Pie tapped the stallion in her maw a couple of times and he reluctantly withdrew so she could speak. A bit of his semen and saliva stained her lips when she beamed. "Hi there, you sexy stud! There's a party in Pinkie and everypony's invited!"

Sunset snickered, used to her terrible sense of humor. "To help breed up an army faster the Princesses decided to try an experiment with the Mirror Pool." He frowned. "Oh, don't worry, it's been heavily tested and modified, so that the clones will poof out of existence instantly if we say the right words. Pinkie volunteered to be our test subject since she already had some experience. She also called over her counterpart from the other world."

Pinkie giggled until she snorted. "Bet you can't tell which of us is the real one!" A number of her voluptuous copies surrounded him, kissed and stroked and nibbled on him, playfully smooshed a bunch of curvaceous tits and buns all over his muscles.

A trio of them knelt before him with heart-shaped bottoms raised, one taking his flared tip into her mouth, while the other two ran their tongues up-and-down his dark length. More still played with his balls. One boldly raised his tail and kissed his ponut. He seized up a bit, unused to any stimulation in that area, but she started to trace his circumference with sensual laps, and he whinnied, as she finally explored the inside of his ass.

Sunset did her best to work her way into the mass of sexy sweets. She wondered about the morality of using the copies like this, but figured the Princesses knew what they were doing. They weren't even sure yet if these clones could carry a foal to completion. She draped her breasts upon him too and locked snouts with him.

The Pinkies opened their mouths expectantly, and he sprayed his load all over their faces and onto their tongues. Sunset pushed her way in and took a powerful blast to the eye which she closed reflexively. She masturbated the entire time, wished he'd take her once more, but knew it was his duty to spread his potent seed whenever he could. She couldn't afford to hold him back. Especially since he wasn't really hers to begin with.

She swapped his snowball with the Pinkies, relished its taste and texture, wished she could take more of his mana into her uterus. After a couple minutes of trading between them they swallowed down his foalbatter. One of the Pinkies presented herself on all fours, and rubbed her wide and squishy buns on his dick, which hastily stirred back to life.

"You've always wanted to fuck all your sister's friends, right? I've seen the sly looks you've been shooting at our ponuts, foalholes, and tits whenever you thought nopony would notice! Well here's your chance, Captain clit-licker! Make me your mare!"

He grabbed her buttocks and drove his meat into her entryway. Her plush buttcheeks jiggled more than any mare's he'd been with. "Wowie-zowie! You're about to explore parts of me I didn't even know I had!" He doubted that was true after all the stallions she'd been with, but he didn't interrupt her since he knew how much she loved to talk.

"Spank my chubby balloons!" She giggled and snorted some more, his hoofs slapping about her flanks. "Oh yeah! That's the spot!" She casually milked him as he pounded upon her cervix. "Ooh, I hope Twilight won't mind too much that you've hit most of her friends!"

"I'm sure Celestia talked her into it," said Sunset who absently traced the party pony's curves. "After all, she came to me personally and hooked me up with her brother!"

"Give your sweet milk to me! Put a fresh bun in my hot oven!" She was a little too childish for his tastes, but he couldn't deny the flesh was quite nice. He wrapped one hoof around her barrel to hold her up, his other hood lifting one of her legs, as he fucked her sideways, her heavy boobs smacking into each other under his thrusts. "Oh yeah! Bang me stupid!" He wondered whether it was already too late for that; however he knew she could be quite clever at times. Sometimes he questioned whether she was some sort of idiot-savant.

Sunset met her snout in a series of deep and messy kisses, used her hooves to play with her teats, and formed a shimmery dildo with a spell woven by her horn, the fake stallionhood driven up the puckered pink ponut. Pinkie was also the noisiest mare he'd ever boned, moaning in the most shamelessly whorish manner he'd ever heard.

Her love tunnel was somehow even looser and more welcoming than Tree Hugger's, but like her she made up for that with experience, her marehood suckling at him in a playful manner. She smelled of the bakery she worked in. He drove himself balls deep on his release and shouted, "For Equestria!" She squealed and came on him and Sunset.

"I can feel thousands of your tiny little soldiers swimming inside my womb, ready to fertilize my eggs! Not bad," said Pinkie who slid off his dick. "I can see why Cadance picked you!" She smiled as Sunset lapped up the creampie that oozed from her cherry pie.

"Thanks. You were a nice lay too," he replied with a slap on her butt.

Sunset licked the last blotches of cum from her lips. She smiled as soldiers lined up and showered Pinkie Pie in their thick loads, until she was pretty much bathed in their white slime. "Hope you're not spent already because there's plenty more to come."

He took a moment to take a marker nearby, drew another tally mark on Pinkie Pie, and then followed Sunset Shimmer into adjoining hall which connected with another auditorium. They arrived in a nursery, where impregnated mares were constantly tended to. The ponies laid upon rows of prepared beds and blankets, some with bellies partially swollen, while others were well into their pregnancy, or nursed tiny foals.

"This is where the mothers-to-be you helped make will be sent. Or in similar places around Equestria." Sunset draped herself on him and traced the shape of his muscles.

Peaceful music played from speakers overhead as he smiled upon the well-lit room. He considered how many foals he'd successfully fathered so far. He'd more than fulfilled his sacred duty for now, and while he certainly relished the process, he figured it was time to return home and pay his family a visit. His heart ached at the thought of Cadance. But for the rest of the day he would continue to do what was expected of him.

"Hey there! Glad you could make it," called Flash Sentry who cantered up to him. He didn't know this trooper too well, other than that his sister had a crush on him, or at least his counterpart from that other world. "Ready to make some more foals?"

He smirked back at his casual salute. "Not with you I hope!"

Flash chuckled. "No, although I've heard the Princesses are working on a spell that can transform a stallion into a mare or vice-versa. That could potentially help with the male/female ratio imbalance, at least. Wow, I've started to sound like your sister!"

Sunset put a hoof to her mouth with a snicker. "It's true. They've spent quite a lot of time with each other recently. Better watch out, I think he hopes to get lucky with her?"

Shining Armor burned holes into the guard who nervously chuckled and traced a hoof on the floor before him. Not that it was really his business who his sister romance or even did the deed with. But he wouldn't stand for anypony that would break her heart or otherwise hurt her. He'd have to screen this one better for future reference. "At ease, soldier."

Tensed up muscles visibly relaxed, perspiration wiped from Flash's brow. "Hey Sunset," he started, obviously ready to change subjects. "Want to show him what else we brought back from your world? I wanted to meet my own double, but it sounded like he was pretty busy."

"Sure. But that could be a little too noisy for here," she said.

"No worries. You'll find them around the back. They decided to do a few warm ups before the main event. You know how competitive they can be. Mind if I come too?"

Shining Armor heaved broad shoulders. "I don't see why not. To be honest, I've spent almost all my time with mares lately, and could use a bro to trade some stories with. Not that I want to discriminate, but I'm not sure how much they'll be able to relate, you know?"

To make it clear she was entirely his alone, Sunset draped herself on the Captain and slowly locked lips with him, took a moment to bask in the radiance of his warmth. "Guess I should you you two alone for a while. "Catch you later, stud." She playfully swatted his ass.

He smirked back at her and followed Flash down another corridor that led outside. He was used to the vulgar locker room talk, fellow stallions bragging about how many mares they bedded, who had the biggest dick, or the most daring who claimed they had almost slept with one of the Princesses. Not that anypony was suicidal enough to make such a claim about Cadance around him. The last one who'd slipped up had ended up in a hospital.

"So," started Flash to break the awkward silence between them, punctuated by the echo of their trots in the nondescript hallway. "How's your sister?"

"I haven't seen her in a while, actually. I know she's terribly busy, but usually she'd write me a letter about now, at least." He tried and failed not to let his annoyance show. He couldn't help but be possessive about his first friend even now.

"Maybe I could ask Sunset to talk to her? She could pass on the word to Celestia, at least."

Shining Armor shook his head. "I'd rather not bother her." In truth he knew it was silly to feel envious of what other friendships she'd made. They had their own lives now, ones that sometimes took them in different directions, but ultimately their goals were the same. "Twiley will come around whenever she's ready, and I'll be there for her like always."

He paused and put a firm arm around Flash's shoulder to halt him. "By the way, which Element of Harmony bearer do you think is the hottest?"

"Y-you mean Twilight and her circle of friends? W...well..." He froze up. "Your sister is certainly the prettiest, if you ask me. Of course they're all cute in their own ways."

"Don't try to be evasive, now. You must have a preference." He decided to test him further. "Say that you could mount any of them at will...which would you choose?"

Flash seemed to shrink under his powerful hold. "Um...I suppose...R-Rainbow Dash?" He appeared uncertain about his answer, like he wondered whether it would be worse to admit he wanted to fuck his sister, or claim he'd sooner bed any of her friends.

"Hmm." He studied him. "Why her over all the others?"

"Uh, let's see. Pinkie's fun but a bit loud and annoying after a while, Rarity seems rather high-maintenance, Applejack is overly traditional so I'm not sure she'd be up for much beyond the basics in the bedroom, and as for Fluttershy? A bit too much work."

"Oh, she's not that hard to win over." He couldn't help but grin when he remembered his time with her. She was still one of the best lays he'd ever had.

"Wow. You really are the world's luckiest stallion! Rainbow Dash likes to act tough, but that probably means she's super-soft on the inside in all the ways one could imagine, know what I mean?" He elbowed him in the ribs with a hearty chuckle.

"So what you're saying is you want to cum inside Rainbow Dash. Well, I can't blame you there. She's a bit more tomboyish than I usually like, and that wild mane is dangerously close to a mullet, but she does have a nice little athletically-toned body."

Flash threw open the double-doors and stepped outside. Grass crunched under their hooves, the scent of trees was carried on the breeze, and the sun's rays bore down on them. They walked around the building to the back where there was a series of gym equipment that the Royal Guards used to train. They spotted a pair of Rainbow Dashes who were currently busy working themselves up into a sweaty frenzy.

"Hey there, Flash! I see you brought your friend here, too!" The first Rainbow smirked, stepped between a pair of bars, and lowered her back hooves in a deliberate display, her haunches spread until she fully did the side splits. "I'm the most limber pony of all!"

The second Rainbow swung on a pair of hoops, spreading her arms between them, and then she hooked her legs between another pair of hoops, deliberately widening her legs to contortionist degrees as she mischievously left her vulva and ponut on full display. "Nah, I'm far more nubile than you are! After all, I've had two body types to practice in!"

"Can't beat the original." The first Rainbow spun around, but placed herself in the same position with a smug little smirk, her rainbow tail raised so that they had an incredibly nice view of her petite but rather pert bottom and her incredibly tight snatch.

"What makes you think you're the first? Equestria is nothing more than a cheap off-brand copy of my world for all you know!" She fluttered over to Flash Sentry and wrapped a hoof about his stirring cock. "Ready to prove which one of us is the better mare?"

"I knew you had shit taste, too." The first Rainbow flew over to Shining Armor and knelt before his stallionhood. She didn't waste any time taking it into her mouth.

He wheezed and laid a hoof on her head once she started to rapidly suckle. "H-hey, slow down. This isn't a race!" With her slender body she almost resembled a teen. he couldn't help but think back to his highschool years, all the hot pieces of asses around him, and especially his first time with Cadance, when he'd taken her in the stallions' locker room.

He'd been pretty shy and awkward back then, but his future wife had seen his potential, and broken him in incredibly fast. pretty soon they'd bucked around the entire school, usually when lots of other students were about, as she thrilled at the risk they'd be caught.

But her favorite trick was to sneak under the cafeteria table and blow him to completion. She'd tell him she needed her daily dose of protein and would noisily swallow his load. He'd tried to play it cool in front of his nerdy friends, who liked to tease and cheer him on.

He'd zoned out for a moment, lost in pure bliss, his needs tended to by Rainbow Dash. She met his dreamy stare with her own, swabbed the back of her throat with his meat. Her wings were spread to their full plume and she rubbed her leaky nethers with a hoof.

Her counterpart refused to be outdone and tended to Flash in much the same way, her face equally scarlet as she took him to the balls, and rolled her tongue around his girth. "Fuck yeah," hissed Flash. "It's a double Rainbow...a double Rainblowjob!" he didn't have quite the same stamina as the Captain, and wrapped both hooves around his partner's head, thrusting his muscular hips hard as he face-fucked her with a grunt and unloaded.

Shining Armor wasn't surprised to see the nice guy act dropped the moment his lust kicked in; he'd seen it plenty of times before with his shoulders whenever they went to a strip club and had a few drinks in them. A short time later his penis started to throb, and he seized her rainbow mane in a similar fashion, his hardness forced deep as it could into her throat.

Tears watered the corner of her eyes as she hacked and sputtered and hot semen flooded from her nostrils. He pulled her head back as the last spurts splashed onto her face, his seed dripping from her lips as she hacked a bit up. "Hey, are you okay?"

"Y-yeah," answered Rainbow Dash who forced a smile. "Just never done this before is all." She felt ashamed her counterpart had landed the finish much better, and desperately started to lick up his seed from his penis, in the hopes that would even up the odds.

"Told you-smack-experience is better," said the second Rainbow who chewed on Flash's spunk. She'd already fucked a few boys in her own world.

"You won't think this is so funny once they start to pound us senseless! My foalhole's never been touched, which means he'll practically cum instantly once his dick's inside it!"

"Oh yeah? You're on!" And with that the second Rainbow Dash bent over. She held back Flash who attempted to mount her. "Let's make it a contest! Whoever can make their partner cum first is the real Rainbow Dash!"

"Fine!" The first rainbow directed her lover over so that the stallions were positioned beside each other. "Got to keep an eye on you, in case you plan to cheat!" She hopped onto the unicorn, wrapped all her limbs around him. "Fire at will, Captain!"

"Hell yeah," said Flash. "Ready to sheathe our swords in these bitches and impregnate them together?" He nodded once. The stallions penetrated the mares in tandem. They bucked them slow at first, then casually built up speed, the Rainbows in competition with one-another to give their studs the most mind-blowing orgasms imaginable.

Shining Armor almost nutted instantly once he sunk his member into her love tunnel, which was somehow even tighter than Fluttershy's, her nubile little form matched by moist walls that practically sucked him in. "H-holy horseshit," he whispered. She had cute but perky little breasts to match which bounced about under his dominant thrusts. He squeezed her petite buns as she drove her hips onto his dick with a smile, closed her eyes and spread her wings as her tail swished cheerfully about, their snouts locked in a lusty kiss.

She asked coyly, "W-wanna see me make it rain?" He nodded, and she re-positioned herself a bit, leaning back and placing her hooves on the dirt, her marehood titled at an angle so that his cock could better hit her most sensitive spots. She'd masturbated a number of times, discovered her most delicate parts. She whined and her marehood quaked once she came. Marecum rushed from her cunt and splattered all over him.

The second Rainbow could tell the Captain was close and started to furiously drive her cunt upon Flash's dick, her pert buttocks wobbly each time she impaled herself on his broadsword. "Cum already, damn you! Blow your load in my womb! I can't afford to lose!" She directed one of his hooves to seize her by the mane, moved his other hoof to smack her ass so hard it left a deep red mark, in the hopes it would turn him on even more.

He bit her mane between his teeth and yanked it so hard she yelped, but didn't complain or resist, ready to take whatever he dished out to make certain he came first. He decided not to take it easy at all anymore and rammed his staff hard into her cervix. She whimpered and teared up a little in a mixture of pain and pleasure, but did her best to hide it, because if she failed now all this would have been for nothing. Well, okay, he was a nice lay, but that seemed inconsequential compared to the notion that she would lose to a mere copy.

The soldiers realized they were both on the edge. It wasn't unlike the kinship soldiers shared on the battlefield. For the moment they were brothers-in-arms. They hoof-bumped in celebration and shouted, "For Equestria! For the Princesses! Fire in the hole!"

Their faces strained in unison, male milk unleashed inside their dank caves, which clamped around them in response. Marecum dripped down their loins and they panted like animals in heat. "Guess we're both real Rainbow Dash," the first one conceded.

"For now. But there's still a hole they haven't tried. Ready for round two?"

"Geez, I never knew I could be such a pest! Fine!" They didn't allow their partners any time to rest, and she bent over for Shining Armor, spreading her pink pucker open. "Go ahead, stick it in!" He spat on her sphincter and drove his shaft into her ass. She tensed up.

The second Rainbow snickered until she was speared up her own asshole, her eyes wide and her teeth clenched to the point they nearly cracked when Flash bucked her hard. Thankfully the pair of mares soon settled in to the point where the act soon become pleasurable. The stallions shared a smile, knew they had the mares at their mercy.

They held back their release until both were equally worked up, and hoof-bumped again, came together into their lithe little broodmares. The pair of Rainbows were obviously annoyed and continued to try and one-up each other. Neither would be satisfied until there was a clear winner. However the soldiers would make certain that never happened.

Hours passed while the Rainbow Dashes were traded between them, taken in various positions, ready to be reduced to their playtoys in order to win. To his surprised they'd built up a camaraderie over a short time. Perhaps he'd let him fuck his sister after all!

Nocturnal Emissions

Author's Notes:

Warning: This chapter contains Mild female-on-male non-consensual sex, rough sex/ravishment.

The latest homecoming filled Shining Armor with ambivalence. He both wished to see his wife and daughter more than anything, and simultaneously dreaded what he had to relay. His beloved was thoughtful and understand, and hardly minded, nay, even encouraged him to seek out affairs. However those were mainly physical. What would be her reaction when he admitted he'd started to fall in love with another mare?

Despite her reservations Sunset couldn't be allowed to wear her leash out here in the open, not when so many citizens would see them. They waved at them while they passed down the pristine streets; most probably figured she was simply here on an important mission. There was another nation-wide fair underway, this time altered to suit the subtle and not-so-subtle bits of propaganda placed all over by Cadance; sensuous signs that encouraged the populace to breed often as possible. Once the often inflexible stallion would have balked at the idea. Now it simply charmed him.

So busy was he observing the subliminal messages that a sudden hoof on his muscular buttocks almost went unnoticed. He flushed furiously, the playful strokes tracing his flanks, and swatted her hoof aside with a swipe of his tail. "Not in public," he whispered.

Sunset frowned but relented. "It's only...I'm afraid I won't ever be able to touch you again, after today. What if Cadance is furious with us? Not that I can blame her. I'd want to keep that heart all to myself too!" She touched his chest, only for a moment.

He smiled back at her and squeezed her hoof once. "She's always been understanding. It's one of the reasons I feel in love with her. She won't be mad...I hope."

They made their way to the palace. He saluted the Royal Guardsmen on duty who returned the gesture. The maids that staffed the corridors bowed to him, some in an incredibly flirtatious manner, hopeful for the day when he would bed them, and receive the honor of bearing his foals. Foal-Bearer and Wet Nurse in particular studied him with salacious expressions; a reminder he could slip away and breed them at any time.

Fantasies ran through his mind, maybe a threesome with them and Sunset later, or an orgy with all the maids in the hallways, but he shook those away, reminding himself why he'd come today. He could satisfy his more primal needs later. He needed to see his family after such an extensive absence and likewise wished to confess the truth.

He stopped outside the double doors to the throne room. His hoof met hers as they drew strength from the warmth of one-another. He couldn't put this off anymore. "No time like the present," he said using his telekinesis to throw open the doorway.

Cadance sat on her throne with Flurry Heart held within her arms. She smiled at the pair as they walked the carpet to approach. "Welcome home! I've missed you so much!"

"I've brought a special envoy from Canterlot. I hope you don't mind."

"Not at all. Any allies of the Crystal Empire are always welcome. She's very beautiful. I should know." She tittered quietly. "I helped your sister select her for a very special mission." The pair of them blushed and stared at their reflections on the crystalline floor.

"I must speak to you in private. Dismissed," he said to his soldiers who filed out.

Sunset's horn radiated when she closed the doors behind them with a creak. "W-we..."

Cadance shushed the foal that stirred in her arms, tenderly placed her in a crib, and sang to her as she tucked her in. "Please, we're all friends here. Whatever you have to say, I'll understand. And from your demeanor I know it must be important?"

Sunset swallowed and nodded once as she continued to avoid her eyes. She wasn't intimidating at all compared to Celestia or Luna; on the contrary she was quite approachable. Even still she couldn't stop shaking to the point where it was difficult for her to remain upright. "I...I'm...I've f-fallen in love, with your husband." She winced.

"And I've fallen for her too. Not that I love you any less," he quickly added.

Cadance's expression was neutral for a moment. For a moment the atmosphere was heavy with unspoken tension. Then she cracked a wide smirk. "I always knew you'd take a mistress or two if I didn't let you sow your oats, but I never expected this!"

The ice broke completely as the trio shared a laugh. The Princess of love pulled them into her warm and soft embrace. "Consider yourself part of the family now," she said with a kiss planted on Sunset's forehead. "Perhaps you'd be up for a ménage à trois sometime? I'd certainly appreciate the company of such a lovely mare."

Sunset happily squirmed as her hooves stroked her mane and she nuzzled the couple. "I hope this isn't too forward, but can...can I stay with him today?"

"Of course! I trust my husband more than anypony."

He kissed them both. "I really am the luckiest stallion ever! I've missed you terribly," he admitted. "Flurry Heart, too. I won't be much of a father if I'm never there for her!" He released them, sauntered over to the crib, and beamed at the product of their union.

He lifted Flurry Heart into his arms and pressed her to his muscular chest. She was so tiny and warm. He listened to the pitter-patter of her heart and tried not to think too hard about the darkness that supposedly encroached upon Equestria. According to the Princesses the disaster was far off in the future; so why did he feel like it could spill out into the open at any time? Was this premonition simply down to dutiful paranoia?

*****

Later that night Shining Armor retired to his room with his wife and mistress in tow. They dimmed the lights as the moon settled over the Crystal Empire and tucked his tired body into the covers. He shot them a dopey smile. Whenever he was off-duty he could act like a big colt; lucky for him his love found it quite charming. Now that he'd settled in, how tired he truly was hit him all at once. It took more out of him than he thought to make love with so many mares. He needed more time to replenish his reserves.

"Sure you don't want to join us?" Sunset half-lidded her eyes and slowly traced the curves of his wife's slender back. "We'd love to bathe that sexy body!"

He tried to rise and winced as the soreness hit him all over at once. "Sorry.... I'd love to really, I promise." And that wasn't a lie. The idea of a shower with them made his loins stir. "But I'll more than make it up to you two in the morning, I promise!"

"I'll hold you to that," said Cadance with a peck on his temple. The mares turned and headed towards the bathroom, hips swaying and tails swishing to show off their goods, their walk cycle painfully slow and measured, in hopes he would follow them.

They left the door open and the curtains drawn aside as they turned on the hot water and soaked beneath it. A thin mist of steam rose about the mares who sensually lathered each other up in suds of soap. While they couldn't see him too well from their angle, they made certain he had an incredible view. His penis started to slip from its dark sheath. He stroked it slowly despite the fact that he needed to recharge.

Just a bit of fun he told himself. He could edge for a while and achieve a dry orgasm. He'd certainly learned how to hold back for quite sometime after all the mares he'd seeded. He watched them trace each other all over, their pert buttocks, shapely hips, buxom bosoms, and their delicate flowers. Their snouts locked in passionate kisses.

"Mmmm...you have a lovely little body," mused Cadance. "Those perfect tits and ass, that nice little snatch..."

"Yours is even better," teased Sunset. "Those curves so soft and plush..."

He touched himself a little faster and whimpered with need. Imagining himself giving them both the dicking of their lives, he nearly tossed his load which dribbled down his flare, but instead bit his lip and held it in, until his dark ponut clenched hard from stimulation. He blinked several times as his eyes became heavier and heavier.

Within moments he drifted into a peaceful slumber, his limbs played wide to cover the wide bed. The almost inaudible clop of hooves sounded as a pair of mares approached. In the haze of his mind's eye he saw Celestia and Luna hover over him.

He tried to speak and rise but found his now pleasantly tired body wouldn't respond. They shared a lascivious smile between them, bent forward as they pressed their snouts to his stallionhood, lazily and sensually lapped at the dark and veiny meat. "A-ah," he murmured and strained as he nearly came immediately. To his shame he'd fantasized about the untouchable Princesses a number of times but knew it would never happen.

"T-this isn't p-possible," he murmured dreamily as they raised their heart-shaped backsides and casually traced his length. Sultry half-lidded eyes studied him, their faces flushed, their hooves buried between their sister's legs, as they masturbated one-another. He laid sweaty and naked under their tender ministrations.

He saw Cadance approach from the distance. Wasn't she still in the shower with Sunset? Odder still was that she wore a heavy collar connected to a heavy linked chain.

She lowered herself to the floor with her lovely ass raised to the air. A heavy shadow approached and fell over her. Glowing irises materialized in the darkness. A demonic crimson horn rested amidst a wild ebony mane. "Sombra? Cadance, run!"

He tried to work a spell but like his body the horn refused to respond. Worse still the should-be dead tyrant mounted her, and she blissfully lolled under his his powerful bulk. He drew back the chain. Bit her on the nape of her neck to assert his dominance.

She whimpered and flushed unbelievably bright and met his disbelieving stare with a dreamy one of her own. To sleep with another stallion was one thing, as he'd certainly had his share of affairs with her permission, but with an evil monster like Sombra of all stallions? Worse still she seemed determined to show he was an even better lay.

Sombra kept her pinned in place with his snout clamped around her neck as he bucked relentlessly into her. His nostrils flared as she moaned whorishly. "Oh Sombra...ah...your cock is even thicker than Shiney's!" She writhed under his dark musculature. "Plant your potent seed in my warm garden! Fill my womb up with foals worthy of your unmatched masculine power!" Her eyes rolled into her head.

"C...Cadance would never say that! Would never do that!" Again he attempted to rise only for his muscles to lock up. Worse still the sun and moon Princesses lapped at him faster-and-faster, and he was left helpless to do more than writhe in sheer bliss.

"N-no...no..." He wheezed and clenched up as his his seed oozed from his urethra. His penis continued to throb with release as the sisters lapped his mana up, and at the same time, Sombra and Cadance cried out as he sunk fully inside her upon their shared release. Her plume excitedly parted to its full span and her horn sparked and sputtered.

"I love you, Sombra! I never would have believed somepony could satisfy me more than Shiney! All of me is yours, now and forever, my handsome stud of a master!"

He wailed and shot up, still dazed and half asleep, continued to wail haplessly. He'd never felt so powerless in his entire life. Foal-Bearer and Wet Nurse, the pair of maids turned succubi under a spell from their mistress, had evaded Luna's presence to invade his dreams. They had slurped up his mana in the shape of the Princesses and now quietly slipped away. Not that he was in any state to take real notice of them.

His lovers were still soaked wet once they rushed into the bedroom. He trashed about like a mad pony and continued to wail. "S-Shiney," cried Cadance with tears in her eyes as she rushed to his side. "What's the matter?! Please, let us-"

"Princess wait!" But before Sunset's words could be heeded, he lashed out blindly, his hoof smacking her across the face so hard she was launched across the room. Her head connected with a wall and she dropped into a crumpled heap. "Oh no!"

Tears ran down Sunset's cheeks when she raced to the Princess side and squeezed her hoof. "Oh thank Celestia...I think she'll be okay. She's only fainted." She levitated a pillow over to Cadance and carefully placed it under her head.

Convinced that she would be okay for the moment, her attention turned back to the stallion, as she carefully trotted back to his side. She tried to think of some way to help him and conceded she'd likely have to seek out outside help. "Just hold on, I'll-"

Powerful hooves plucked her up like she was a feather and tossed her onto the bed. She froze up in wide eyed surprise as a distraught and crazed Shining Armor towered over her. He used a knee to pry her thighs open, and her mounds heaved, her flesh paralyzed as his had been as his dick poked exploratively at her slit.

"W-wait. This isn't the time...ah!" She cried out as he seized her ankles to lift her legs so far back her hind hooves were around the sides of her head, and he violently thrust his cock into her cunt which reflexively moistened in response, to the point where he bottomed out with such force he slammed into her cervix. She whimpered tearfully.

The bed creaked noisily as he fucked her hard with brutal thrusts. She realized he needed her. Terribly. That perhaps the release her body could provide was the only thin sliver between the loss of his sanity; he clung to whatever was near for any shred of comfort. She wrapped her limbs around him tight in order to better take his length into her. "Take me, Shiney!" She happily submitted to his ravishment. She had to admit it felt wonderful to be so desired and needed. That she alone could heal his wounded heart.

It was a bit more painful than she usually liked, but desire quickly overwhelmed that, to the point where splashes erupted from her folds under each needy buck. She whinnied with watery eyes and wondered how Flurry Heart, who was placed in a crib the next room over, could peacefully sleep amidst all this noise. Groans escaped clenched teeth as he buried himself deep as he could once more. His hot seed filled her wet pussy and leaked from her folds and onto her puckered anus which contracted with release.

She heaved and he pulled out. But before she could rest for more than a moment, he flipped her onto her belly, and pressed his weight on her as he lined up his still hard stallionhood. "M-more?!" He bit the nape of her neck hard to make her submit, not that she would have resisted now. Nevertheless she cheerfully went slack under his dominance as he mounted her and started to tirelessly fuck her hard some more.

The still half-asleep and partially out-of-his mind Shining Armor needed comfort to banish the nightmares, his front hooves pressed over her own to hold her down, in order to further assert his dominance and prove to himself he was still in control.

She surrendered totally to euphoria. Lost count of how many times he ravished her in a number of positions over the hours. She'd never felt more fulfilled in her entire life. Her supple body was completely at the mercy of her love to do with as he wished.

To her relief Cadance eventually stirred and her eyes sleepily came back into focus. A smile crept onto her snout when she watched her husband forcefully take a blissfully limp Sunset. She moaned low and rubbed her sloppy pussy and clit.

Eventually she joined the pair, wrapped her hooves around his barrel as she pressed her breasts upon his muscular back, offered him love and warmth. He softened at her tender touch. They would help him back from the brink no matter what it took.

Genocide Is Painless

Author's Notes:

Warning: This chapter contains Death, some blood/violence/grotesque imagery.

Warm sunlight streamed in from the windows, its rays falling upon Shining Armor and his lovers. He yawned wide and held them close to his muscular chest. They wrapped their limbs about him and nuzzled him, both of them still happily asleep. He could barely remember last night other than the fact that it was some of the best sex he'd ever had.

After they had tended to him so well, perhaps it was time to return the favor? He carefully wormed his way out of their arms, slid under the covers, and turned onto his belly, so that he could stare into their lovely nethers. It wasn't unusual for Cadance to wake him up with a blowjob, taking her time so that he wouldn't awaken until an orgasm started to hit him. However sweet as she was, he'd eaten her out many times; he couldn't help but be curious about how Sunset tasted.

He spread Sunset's legs open, pressed his snout to her sex, traced her slit with his tongue. She stirred a tad with a low moan but remained fast asleep. His horn glowed as he used telekinesis to grasp her folds and slowly spread them open. Her cunt was a bright pink that dripped a trickle of marecum that trickled down over her puckered anus. She whimpered quietly and writhed about in rapture. Her cheeks burned red and her breasts heaved amidst low pants. "D-don't tease me," she mumbled in her sleep.

He lapped at the moist insides of her folds, savored a salty and somewhat spicy taste. He flicked her swollen clit, kissed and suckled her love button, felt the warm splash of marecum as she squirted a bit on his face. Her marehood continued to wink under powerful contractions. He traced her ponut with a hoof, poked and prodded it, before he sunk his way inside. She was so warm and inviting. To her this was simply a wet dream.

With his other hoof he decided to give his wife some overdue attention, and stroked her flower which watered almost immediately. "Shiney," she cooed her pet name for him in her sleep. Her legs parted reflexively to better allow him access.

Sunset clenched as she came hard with a shrill cry. "S-Shining-!" Her eyes shot wide open as she squirmed under his ministrations. "Oh...ah..." She squeezed Cadance's hoof who had also snapped to awareness under a combination of pleasure and noise.

He smirked at them and continued to tend to their needs. And maybe a few of his own he had to admit. He adored the way these mares writhed under his sensual touch.

Sunset suddenly looked rather anxious. "I...I don't taste bad, do I? Be honest."

"Are you serious? Your hot pussy is delicious," he said with her marecum still stained around his lips. "I could eat it for breakfast, lunch, and dinner! And for a snack too!"

"I wish you'd do that for me more often," admitted Cadance.

He suddenly felt bad he'd not tended to her in that way more often. She had a sweet taste he relished. "Okay, I promise. It'll be a reward for me, too." Sunset rolled over, groped one of Cadance's teats with a hoof, while she took the other one into her mouth, as she helped him finish her off. The Princess of love squealed cheerfully.

He drove his snout into his wife, licked deep inside her squishy love tunnel, used his hoof to trace her anus. Sunset circled one of her mounds, the other one within her mouth, as she carefully nibbled her erect nipple with her teeth, traced her areola with playful laps. She rested her hooves on their heads and cried, "Ooh! I-I love you!"

Her vulva quaked and splattered them in a shower of feminine cream. They lapped it up and he shared a sloppy kiss with Sunset. She blushed as she tasted herself and his wife on his mouth, savored the mixture of their clear marecum. Cadance huffed and heaved as her contractions started to slow. She pulled them close to her afterwards and kissed them on the cheek. The trio laid in the sweat-soaked sheets for several minutes.

"I'll make you breakfast," he said and started to rise.

Sunset pushed him back down and shook her head. "No, you need to rest. I'll do it." Besides the couple needed each other's company after so much time apart.

He reluctantly conceded with a nod. "Okay. Cook us up something nice." He smacked her bottom to send her off, watched the exaggerated way she swayed it at them as she left, and the lovers held each other and studied her shapely backside while she retreated. He breathed in the scent of his wife and basked in her body heat.

"She's beautiful. You couldn't have picked a better mare," said Cadance.

"I have you and Twiley to thank for that. Where is she, anyhow?"

Lost in her studies I believe. She's hard at work for the sake of Equestria, and from what Celestia and Luna have told me, often spends most of her time alone in some private lab she hasn't even shared the location of. Of course we can't deny her results, but I don't think it's healthy to be so solitary all the time. Maybe I should talk to her."

"Sure. But later today. For now I'd like to spend some time with you." In truth he was still a little homesick after all the time they'd spent apart.

With all the propaganda and a rather lavish and romantic fair that she'd had thrown across the Crystal Empire, he wondered how many couples or even complete strangers were busy producing the next generation of ponies right now. They would rush home to make some foals, or slip away somewhere more private, perhaps even an empty alleyway nearby. She'd told the troops to look the other way if they came upon such acts even in the open. She wanted to encourage her citizens to produce as many offspring as possible. And since they loved their amorous Princess they happily did so.

Nearly an hour passed before Sunset returned with a tray stacked to the brim with various treats she'd either whipped up or ransacked from the kitchen. She watched them coyly with her face half-hidden under her wavy mane, pinkened a little when they selected the heart-shaped cookies she baked, and shared a nibble that ended in a kiss.

*****

Twilight burned holes into the twin maids upon their return. She stared at them over her spectacles and casually turned the pages of the Necronomicon. Gloom suffused the rustic dungeon which smelled of mustiness and was caked in a thin layer of dusts and cobwebs. "So...you dare to return here after you've failed so completely?"

Foal-Bearer and Wet Nurse bowed low. "We still need time to master our powers," the pair said as one. They now shared a telepathic link in addition to their physical link ever since their transmutation into succubi. "But we promise to do better, mistress."

"Very well. I shall overlook this blunder...once." In truth she didn't care why her servants had failed. She simply wasn't satisfied with her latest results, despite the fact that she continued to infiltrate Equestrian society, more forcefully turned to her side by the day.

"We appreciate your mercy, mistress." Even once they were broken in her slaves maintained similar but twisted versions of their old personalities. They had lived to serve nearly their entire lives and now continued to do so for their new keeper.

Trixie sat in the shadows and listened in. Ever since awareness had been returned to her flashes of the crimes she'd been forced to commit under her mistress weighed heavily upon her. She looked to Twilight's preserved body chained on a wall and felt sick to her core. Unfortunately there was nothing she could do for her now.

Fortunately her mistress believed she was thoroughly broken by now, especially after that attempted suicide stunt. She would put on the tears and plead on occasion, careful not to overdo it, and was grateful her stage presence had given her so much practice acting. She'd needed her to think she was helpless in order to swipe supplies whenever nopony was paying any attention to her. But she had to be particularly careful around her counterpart from the other world, who seemed to watch her curiously at all times.

She'd cobbled together a few crude smoke bombs, fireworks, lock picks, and another of small items she thought could prove useful later. Even were her magic not sealed she was no match for this monster in a head-on battle. She'd have to be crafty.

Twilight Sparkle's hooves clopped on the stonework as she paced the laboratory. her horribly stained and frayed at the edges lab coat trailed behind her. "Fuck," she cursed to nopony in particular. "Why am I always so unsatisfied? After all I've accomplished..."

Her small audience listened intently. Trixie doubted there would be a better chance than this. Certainly not soon and by then there would be tons more victims. More blood on her hooves she could have prevented. She could still redeem herself.

She wrapped up in her starry cape to hide what she was up to, set up a series of tiny rockets, and with a quiet flick of a lighter lit their fuses. Luckily the clop of hooves combined with the ranting monologues of their mistress obscured the noise. She cupped a smoke bomb in one hoof, more sewn into the hidden pockets of her cape.

The rockets fired off and struck home at the potions and beakers on display. A fiery explosion of chemicals shook the entire lab, and combined with a brilliant display of blinding fireworks, which screamed and scattered a light-show about. But before the others could even start to recover their bearings, she tossed the bomb, which flooded the interior in a dark cloud of smoke which only added to the confusion.

"What the hell?! Get the fire extinguisher!" Flames danced and smoke trailed in wisps as the disaster continued to spread. The mistress desperately scooped up piles of notes and diagrams, teleported them away before the fire could claim them.

Trixie didn't care about any of that. Part of her wanted to hope her bandmates would survive this; another part believed they would be better off dead. She doubted their minds could ever be restored or that they would be able to endure what had happened were that to happen. She leapt at the Necronomicon and swiped it up.

She made a mad dash for one of the hidden exits with the tome tucked under one arm, skidded to a sudden halt when her counterpart blocked the way. "Sorry," she said sincerely as she tossed another smoke bomb directly in her face. Her double hacked and wiped at teary blinded eyes as she dashed past her and pushed a wall open.

"Stop her," the harsh voice called behind the witch. She simply rushed onward without daring to look back, running through the labyrinthine maze of corridors, the drip-drop of water echoing through the dank stones. A cool breeze howled between the weather-worn holes. She raced for several minutes at a full gallop until her lungs started to burn.

She turned a corner only to see Foal-Bearer block the narrow path, her radiance even more pronounced as she openly took on her succubi form, leather wings exploding in a mist of blood from her back, tiny horns arising from her temple. Her eyes were cat-like and an unnaturally long tongue flicked out between rows of razor-sharp teeth. She was simultaneously rather beautiful and like some monster born of a terrible nightmare.

She saw little choice but to turn back, and like she feared, Wet Nurse blocked that path as well, her sister's twin even after her transmutation. They stalked towards her. The ceiling was too narrow for her to successfully hope over either of them, and besides, these earth ponies could easily take her in a physical fight, even before their alterations.

With a deep breath she was almost ready to resign herself to her fate. But she couldn't accept that. Some alien force embedded in the Necronomicon compelled her to look down at the tome, and her hooves trembled as she pried it open, instinctively turned to a spell that could help her out. Somehow she was able to read the unknown words.

The succubi maids rushed her in tandem. She summoned up a small dome much like the one she'd trapped Ponyville in. They were cast backwards under the sudden invisible force, hurtled aside and knocked senseless under the impact.

She scurried past them and continued to rifle about the forbidden tome. She told herself this was utterly insane, that this abomination had murdered Twilight, but it carried a compulsion even stronger than the urge to eat or mate or even survive. She read another stream of unknown words and a portal materialized in the air before her. Her heart skipped as she hopped into the shimmery warp which closed behind her.

*****

Foam covered the battered lab once the destruction was finally under control. Twilight cursed at the blackened notes, the shattered equipment, and the destroyed specimens that still remained. Luckily none of her slaves had been lost.

However that was a cold comfort once she realized Trixie had stolen the Necronomicon. Her horn lit up as she started to turn her wrath on Trixie's oblivious counterpart, only to pause when the twins stalked back in with their heads bowed. "Well?"

The twins shook their heads. "Trixie opened up a portal and escaped."

Their mistress became even more irrational. "To where?!"

"We...we have no idea," admitted Foal-Bearer who wilted under her stare. "Most likely she'll return to warn the Princesses-" A crack sounded as her head started to twist unnaturally under Twilight's well-practiced psychokinesis. Her head was turned a centimeter at a time, the snap of bones audible with each subdued twist.

Wet Nurse not only watched in wide-eyed horror, but shared her twin's pain, felt like her own neck was being broken. Tears streamed down her face as she helpless watched the final turn and the fires faded from her sister's eyes. The tongue lolled from Foal-Bearer's snout in a puddle of spit when she slumped to her side on the cold floor.

Searing pain rippled through Wet Nurse's neck even now, but she hardly cared, shaking as she stared down at her sister's corpse. She'd felt her die. "Sister? Sister! Please mistress," she sobbed hysterically. "Give her back to me! I can't live without her!"

"Silence or I shall end your worthless life as well."

"Yes! I'd rather die than be without her!" She shook and curled up to her twin.

"Trixie. Dispose of that trash so Wet Nurse can focus on her work." The witch cheerfully scooped up the cadaver with her telekinesis. "Wait." She looked to the carcass of her own double. "Maybe I can use her to test my latest spell." She still recalled the words from the Necronomicon. Perhaps she could still revive her husk as a zombie after all.

Foal-Bearer could easily be replaced. The Crystal Empire was stocked with maids; she doubted this one would be particularly missed. However the Princess of Friendship? She was a unique specimen with almost limitless potential that could still be exploited.

*****

However it wasn't the Princesses that Trixie returned to, or even any of her other friends, once she landed on the other side of the portal with a plop. She hit the dirt face-first with a thud and rolled across the barren earth with the Necronomicon held desperately to her bosom the entire time. Darkness enshrouded the land.

She cowered as a series of thick shadows cast by who-knows-what were cast over the land as they passed. Her heart raced. She smelled brimstone and sulfur.

Skulls and bones from a myriad of creatures were neatly stacked into small hills. She wasn't certain whether it was to warn others or simply a morbid decoration. A lake of blood sloshed and churned nearby. She almost wretched at the viscera soup.

She looked to the moon and saw the symbol that made it clear Luna had been sealed within it once more. Yet when she looked upon the terrible state of Equestria, smoke and fires and screams far in the distance, she somehow doubted Celestia existed anymore either. The prophecy the Princesses feared had come to pass.

The Necronomicon had transported her sometime into the future. She threw it open, leafed about it rapidly, tried to rediscover the proper spell to send her back, but somehow it evaded her repeated attempts. And with the thousands upon thousands of pages which made up this densely written book it could take an entire lifetime to rediscover what she needed. She shouted in frustration and burst into tears.

For all she knew all the various tribes of races had finally went to war as alliances broke down. She doubted the chances of her fellow ponies survival, were the more predatory creatures that filled Equestria decided that they would suddenly and openly prey upon them. Even with their spells it would likely end in a quite bloody massacre.

Yet she wanted to believe there was a chance. That while a sliver of hope remained the world could still be saved. Even by a pony like her. She inhaled deeply and set off on a twisted path of shattered stone that apparently led back to the nearest civilization.

Friend or Foe

Author's Notes:

Warning: This chapter contains Non-consensual sex, tentacles, futa, death/gore.

Once the time came for Shining Armor to leave the Crystal Empire he held his foal one more time, and kissed his wife, hoping he would see them again soon. He'd only been able to stay there a few days before their duties tore them apart. His heart often ached terribly in her absence, and all the mare flesh on offer couldn't appease that.

She privately asked Sunset Shimmer to stay at his side and tend to his needs any way she could whenever he needed comfort. In their short time together the mares had formed a fast friendship; a bond shared partially over a mutual love for him.

He walked side-by-side with Sunset through the city, a fair still underway in honor of their nation. They still didn't dare show their mutual affection in public even now, knowing how scandalous it would be. Nevertheless she stayed as close to his side as she could. They could feel each other's body warmth radiate.

Her cheeks were redder than usual when she hung back and watched the sway of his muscular buttocks with a subtle lick of her lips. "You have a really nice ass."

With a quick look around to make certain nopony was watching, he lifted his tail, exposing the dark circle of his ponut and his equally dark genitals. "Thanks," he said with a mild flush. "You can touch it all you like...once we're somewhere private."

"I'm not sure I can wait," admitted Sunset who nodded towards an alleyway, hopping from hoof-to-hoof with need. "We could have a quickie?"

He shook his head. "That's far too risky. I have a reputation to uphold!"

"That's a shame. You should be known as the best lay in Equestria!" She brushed her pert backside and flame-like tail over his hip. "Please?"

"Okay. But only a quickie." They ducked into a nearby alley, saw that there was already a pair of crystal ponies busy working each other over, and so after a short moment to watch the couple at work they selected another area, a short distance from the city.

After a short look to make certain they were unlikely to be interrupted, he spun her around and pressed her to a wall, ready to mount her and be done with it. Not that he minded the rather intense sex with her even remotely; but he couldn't help but feel paranoid they'd be discovered. However at the moment his pleasure was secondary at best; he needed to somehow satisfy her however she needed and fast.

"Wait. You said I could do whatever I like, didn't you?"

He raised an eyebrow. "Something like that. Just make it snappy, okay?"

Sunset spun back to face him and caressed his white chest. "It's not romantic to rush a mare." She traced the thin furs that matted his muscles. Explored his broad shoulders, his back, and his flanks, to the point where he shivered and bristled.

"Are you sure this is for you...or me?" He had to admit her little impromptu massage felt amazing. Not unlike the one's his wife sometimes gave him. Maybe they'd been trading techniques whenever he wasn't present? He'd have to thank Cadance later.

"Shut up and take it," she replied with a passionate kiss. His eyes widened as she turned him around, but he went along with it, hoping she wasn't about to peg him or something. Granted he'd at least try it after all she'd done for him.

She groped his buttocks, which tightened under her hooves, kiss his puckered ponut, and traced its ring with her tongue. He muffled a whimper and felt himself start to harden. Normally he might've found this emasculating, but since it was with a mare he loved he didn't mind. She telekinetically fondled his heavy balls, until he was fully erect, precum dripping from his tip as she teased him. "Unf," he whined. "Not...fair...!"

He knew this was supposed to be her moment, but two could play this game, and so he lit up his own horn, used a spell to manipulate her own soft mounds. She drew back at moment and licked her lips. "Naughty stallion," she murmured before she dived back into his asshole. She kept one hoof on his ass and used another to stroke his cock.

He flushed and panted. "You're drawing this out on purpose, aren't you?" He desperately wanted to bend her over and take her right then and there. However his desperation only provided even more incentive for her to toy with him.

Gritted teeth nearly cracked as he whined and wheezed and fired off traces of his semen. She licked the cream from her hooves and decided to have mercy on him. "Okay, you've earned a respite. Do whatever you like to me now."

He grabbed her mane and gazed hard into her eyes. "That's a dangerous thing to say to a stallion, you know. Most of them would just ram their dick up your sweet ass but I've already done that lots of times. Hell, there isn't much I haven't done with you."

"Aren't you rather take charge today? I like it," she admitted, his hooves around her hips as he lifted her up, pressed her back upon a cool wall, until her well-wounded buttocks smooshed under the pressure. She wrapped her arms about his neck and her legs around him, cast him a rather sultry look when he forcefully entered her. "Ah. Yes!"

Her frame wobbled under the impact, his thrusts rocking rather fitfully into her, their snouts and tongues locked. He grabbed her buttcheeks in his hooves, used the magic from his horn to twist and tweak her erect nipples. She cast a spell of her own, crafted a stallion-shaped manifestation, and used it to stimulate her well-puckered ponut.

"Bad little mare. I think you need it faster and harder."

"Oh yes! Punish me! Make me yours!" She grasped him tight as she could, her thighs squeezing around his well-toned flanks, her hooves digging into his back, and she needily bit his neck until she nearly drew blood. Her cunt sputtered traces of marecum.

*****

Under orders from the mistress Wet Nurse shadowed the couple across the Crystal Empire. She stuck to the rooftops and stared down at them. Without her twin she was lost, and simply threw herself into her work, in hopes it would ease the pain.

As one of Cadance's maids she was used to fading into the background, overhearing gossip, and being able to spy on ohers unimpeded. Few took any real notice of her, and those that did considered her harmless. And they were correct before she'd fallen under the mistress's control. Her transformation into a succubi had only further twisted her.

She remembered a simpler time in the service of the Crystal Empire, when she and Foal-Bearer had volunteered with a number of other mares for Cadance's special mission, and been selected by the Princess of Love herself to please Shining Armor and bear his offspring. They were provided wealth, status, and honor, told their their sacrifice would help save Equestria. But more importantly the sisters were content.

Until their failure ended in her twin's death. Yet somehow she couldn't hate the mistress who had so cruelly stolen her away. Perhaps all those who fell under her influence were unable to do anything but adore her. The Trixie from Equestria had her consciousness returned to her and had went rogue as a result. She now knew freedom only led to madness. That it was far better to be a slave bereft of responsibility. There was no need for worries of any sort. The bond with her lost sister only brought with it pain. Better to let it die. At least that's what she repeatedly told herself so she could sleep each night.

She watched the couple copulate with an ambivalent mixture of longing for her former existence and a need to please the mistress. She pictured herself in Sunset's place and her eyes watered a little. She sniffled and clenched her loins with a coo.

Something tackled her from behind, pressed its weight down, and pinned her to the rooftop. "Now that your sister's no longer about to back you up, you're my bottom bitch now!" The other world's Trixie breathed into her ear. "I'm second only to the mistress!"

It was true. She was near the bottom of the pecking order now that she'd fallen out of favor. She felt the warm slick tentacles arise from Trixie's snatch in a mess of marecum, the unborn creature trapped within her womb, its tendrils wrapping around Wet Nurse to hold her in place. The skirt to her maid costume was flipped up around her barrel, her garter belt, stockings, and frilly panties exposed, which were pulled aside to reveal her vagina and anus. Tentacles wormed their way into all her vulnerable entrances.

"You're nothing more than a bunch of moist holes for Trixie to use and abuse at her whim!" To emphasize her new position as second-in-command, Fuschia Blush and Lavender Lace were released to her, the witches hovering nearby with low cackles.

They applied one of the spells the mistress had taught them which caused well-endowed stallionhoods to sprout from their nethers on command. Wet Nurse shuddered as the shadows of their cocks fell over her. But she was merely a succubus, after all. Just like in her old life she existed simply to please and pleasure others.

She submitted to the trio who took her, her pussy claimed by Trixie, her ass by Fuschia, and mouth by Lavender. They forcibly railed her hard, spanked her ass and teats, bit her all over and pulled her mane and tail, made it painfully clear they owned her.

Tendrils somewhat painfully constricted about her form, coiled so hard about her teats she worried they would pop, their undersides lined with suckers that suckled all over her flesh. She moaned low as they came semen that doubled as an aphrodisiac all over her that was quickly absorbed into her skin and made her eyes roll all the way into her head. She was thankful these creatures couldn't break her psyche any further.

She simply surrendered to the witches. There was no point in resisting. Invoke their wrath and they would only treat her even more harshly. She watched Sunset and Shining buck with cheeks burning hot, pictured herself in the mare's place, and came repeatedly despite herself. An especially intense orgasm made her quiver and erupt in splashes of marecum when he moaned and emptied his seed into her slick pussy.

Warmth filled her a short time later when the troika came as one. She laid there after they pulled free and huffed in a mess of sweat, tears, tentacle spunk, and marecum. She felt Shining Armor's unborn foal squirm within her belly and awaited the day when it was finally born. He'd seeded a number of mares that would serve as the mistress's army. They would swarm across Equestria like locusts and strip it bare.

*****

Meanwhile sometime in what the Trixie from Equestria hoped and dreaded was in the far future, the lone mare carefully walked a winding pathway lined with the crucified remains of ponies and other creatures. She shivered more from the terrible sights around her than the cold, clutched the Necronomicon close to her breast. Every moment tempted her to read deeper into its secrets. Her ears perked at a series of distant howls.

After miles of treading towards the closest civilization she could see in the distance her hooves were sore. She stepped off the path for a moment, found a patch of grass that wasn't too terribly withered, and sat on her haunches to rest up a bit. Her eyes were a bit heavy but she dared not sleep now. However for all she knew no place was safe now.

She realized how alone she truly was and burst into tears. Maybe everypony she ever loved was dead and there was no way back. She trembled and traced the demonic tome's cover. "No! I can't afford to lose who I am like she did!"

Rather than surrender to its dark compulsion she nearly tossed it away. She stopped and told herself she couldn't allow it to fall into another's hooves. But was that from her own mind or merely the book playing tricks on her in hopes she would allow it to possess her too? She wasn't certain what to believe anymore.

Her ears twitched at a shrill scream not so far away. She told herself to ignore it. That it wasn't her problem and she couldn't do anything anyhow. But curiosity won over and she cautiously followed the harsh sounds which were carried on the wind.

She made her way into a maze-like sea of twisted trees. Gnarled branches twisted and the trunks appeared to have horrific faces. She wondered if this was the remains of the Everfree Forest? Speculation seemed pointless now.

She spotted figures ahead and ducked behind a tree. She spotted Applejack ahead, who had aged visibly several years, partially by time, partially by the stress of this new reality. She looked rougher than ever before, despite her southern belle-like beauty, and tinged in barely contained bitterness.

Above her towered a bulky griffin that pinned her down with his claws. His beak nibbled at her neck like he would snap it apart at any moment as he mounted her. her eyes burned as she stared ahead. "You like my cock, don't you, my dirty little whorse?"

"Hell no. Ya'll are nothin' more than vermin to me." Nearby him were a couple of rough-looking stallions with full beards, jerking themselves off in anticipation for their turn. Her hat had been knocked aside and her tormentor pulled her red neckerchief until he choked her. She sputtered and strained as a solitary tear rolled down her cheek.

"Can't believe this dumb bitch decided to take a leak out here," a stallion said.

His heavily tattooed pal snickered. "Won't be all she leaks by the time this is over!"

Trixie wanted to turn and trot away. It's not like they were close. She was pretty sure AJ didn't even remotely like her. However she couldn't simply sit here while somepony was assaulted. Her heart raced as she considered her chances. She still had a few smoke bombs and mini rockets; perhaps she could blind them and slip away with AJ?

She hopped instinctively as a shot broke out. The sent of cordite filled the air. "Fuck...yesss...." Their leader strained as he came, unaware of the bullet which had penetrated his skull, brain matter dripping from the bloody hole as he slid off his prey.

Applejack hopped to her hooves and kicked the still twitching corpse in disgust. The stallions reached for their weapons in panic, sidearms and knives readied on their belts, but a red fissure appeared in one of their chests from the impact of another bullet.

She pulled a lasso hidden from her hat, looped it around the last attacker's throat, and hopped over what looked like a sturdy tree limb, hanging him as she held the rope between her teeth. She was thankful it didn't break his neck immediately. He kicked and gurgled for what seemed like an eternity, turned a dark blue, and then emptied his bowels and bladder as he died. She held him there a moment before dropping him.

Rainbow Dash flew onto the scene with a smoking musket in her hooves. "Did you see that shot? Both of them, really! Bet that was the best bang of his sorry life!"

"You sure took your time. Could've rushed in before he stuck his dirty dick in me, let alone finished inside!" She used a bunch of leaves to wipe out his spunk with a snarl.

"We're all used to that by now. Besides, I was bait last time. You're lucky you only had to take one cock. And at least his isn't barbed like a dragon's!" She rubbed her nethers at the memory, still sore from that rather intimate attack. "Wait, who's that?"

Trixie was ready to run and hide when she felt cold steel pressed to her throat. She raised her hooves. "W-wait! It's only me! Trixie! I came to help you!"

Tree Hugger pressed the knife so close it drew a trickle of blood. "You buying this shit? Everypony knows Trixie's become Twilight's second-in-command, man. Hell, I've lost count of how many of my friends you've butchered. I say we disembowel you now!"

In desperation Trixie looked to the others for support but only found open disdain. She could still feel the Necronomicon under her cape, but even if she could fire off a spell in time she dared not use it. "Just let me explain! I'm not the same Trixie you know!"

There was a rustled somewhere behind her as Fluttershy said, "Maybe we should at least hear her out? Odder stuff has certainly happened. besides, haven't we spilled enough blood today? Let's take her back to the camp and decide there."

Applejack nodded. "We'll interrogate her then." She hurled the lasso at the witch, hogtied her in a mere moment, and Tree Hugger stripped her of whatever belongings she carried. "Wait a moment, isn't that-?!" She stared wide-eyed at the Necronomicon.

"Can't be," retorted Rainbow Dash. "Has to be another crude copy!"

"Maybe. Better not take any chances," warned AJ.

"Oh my. I'd better hold onto it," said Fluttershy who shivered as she took the book.

"Watch out. I sense some terrible vibes from that one," said Tree Hugger who cocked a thick eyebrow at the stitched-up flesh and screaming faces that made up its cover. "Somepony's chakra must be, like, really out-of-whack to want such a nasty bit of kitsch! What a shame we can't simply leave it to rot out here with all the other trash!"

"Let's cut the chit-chat and head on home," said AJ who stalked ahead.

Trixie tried to explain but they gagged her snout. She was carried between Tree Hugger and Fluttershy who were the back of this scouting party, while Applejack took the lead, and Rainbow Dash watched overhead. They couldn't afford to take any chances. These small raids were merely a way to pick off any potential invaders near their encampment.

She felt like a sack of potatoes draped upside-down. Not that she remotely blamed them in their hellish situation. This was a nightmare and yet was somehow almost comforting. It meant others had survived and possibly even thrived after all. She was right to hold onto hope. Despite it all she broke down into tears of happiness this time.

Admittedly it saddened her to see how brutal and detached they had become. This was simply the state of Equestria now. She would have to learn to accept it.

All Fall Down

Author's Notes:

Warning: This chapter contains Death, suicide, allusions to non-consensual sex.

The skies turned blood-red when the dragons came for the Crystal Empire. Smoke and ash rained over a city of screams. The massive creatures obscured the citizens below in heavy shadows. For a moment there appeared to be a blackout. However that quickly changed when the first pillars of fire started to fall from their wide maws. Within seconds the pegasi that dared to fight back were reduced to charred skeletons, flesh seared away.

At the head of the formation was the most dreaded abomination of all. The creature was a mass of purple muscle lined in armor-like scales. Dark vapors arose from its nostrils and between its razor-sharp teeth. But most curious of all it had a trio of heads, rumored to be due to occult experimentation, by whatever mad wizard had altered it.

The populace no longer recognized the savior of their homeland. Now they only saw their impending demise. Unicorns moved in to support the pegasi with their magic, as did earth ponies armed with bows and arrows or working catapults they had set up, but for every smaller drake they managed to fell, hundreds more were lost almost in an instant.

Some prayed to Celestia and Luna to save them. But like always there was no answer. The Princesses had disappeared, somehow sealed in the sun and moon respectively, leaving the already fractured land in almost total disarray.

Cadance stood on the balcony of her palace, her foal crushed to her bosom, tears in her eyes as she watched the ponies and the land she so loved burn. She was the last Princess standing. No one knew what had happened to Twilight Sparkle, but the rumors were she had turned upon them. Not that she could ever believe that was possible.

What tormented her even more was that Shining Armor wasn't by her side when she needed him most. He would never abandon her or Flurry Heart. She'd come to accept a painful truth that made her heart ache; her beloved husband was dead.

She looked over at the dresser where a bottle filled with poison sat. She desperately wanted to take flight, tackle the horde head-on, but she knew that would be pointless at best, and worse still she couldn't allow herself or their foal to be captured. Death would be the most merciful result were they to sink their claws into them. Rumors also claimed that ponies were being captured en masse, especially mares, in order to be forcibly bred.

"I...I'm sorry, Shiney. We'll be with you soon." Her hooves trembled as she plucked up the bottle, telekinetically removed the stopper, and took a hearty swig of the noxious liquid. She stared into Flurry Heart's huge eyes and knew she couldn't wait long. Her voice cracked. "I'm so s-sorry!" She cried and shook as she forced a fatal dose down her throat.

Flurry Heart closed her eyes one final time. She felt the pitter-patter of her heart slow to an eventual stop. The Princess of Love wrapped her wings about the dead product of their love, took one last forlorn look at her fiery nation, and slumped to the floor.

*****

A blindfold obscured Trixie's eyes as she was carried for what felt like miles across the dense forest. She listened to the odd noises of whatever creatures still thrived in this hellhole, heard the subdued stomp of hooves, but even Rainbow Dash didn't dare banter at a time like this. The survivors couldn't afford to have their sanctuary be discovered.

Once they arrived at the entrance she felt spears prod at her barrel. She winced as one drew a bit of blood. "Hey now man," warned Tree Hugger. "She's not to be harmed...yet. Better at least question her first before he toss her to the timberwolves, you know?"

"This bitch betrayed Equestria! We should ram a spear so far up her cunt it exits her mouth!" She didn't recognize the stallion's voice but the mob answered his demand rather enthusiastically. Her poor enslaved counterpart had thoroughly ruined her reputation.

She froze up and shivered, felt a speartip prod at her snatch, and another at her ponut, thankfully not so far they did any harm. She felt a hoof wrapped around one of her teats and cold steel pressed to the mound. "We could cut her tits off! She doesn't need them to survive! No? Then how about her nipples?" He stretched one out, ready to slice it free.

"Stop that," broke in Applejack. "Get back to work and let us handle this." There were muted outcries, the their voices eventually dulled, the clop of hooves audible from their retreat. "Not that I blame them," she muttered. "I'd like to stomp you myself."

"We could brand her," said Rainbow Dash who rubbed her shapely flank. "Like they do some of those slaves? Just melt away her cutie mark, let her see how it feels!"

"Nopony will harm her while I'm around," said AJ. "We'll listen to her story, and if it doesn't check out, she'll have a fair trial like any else. Then I'll take a lasso to her myself!" She uttered the words with such venom that Trixie couldn't help but bristle. She remembered what happened to the last stallion who met her noose and sobbed a little.

"Darn. I'd really like a shot at those flanks," admitted Rainbow who smacked the witch's bottom so hard it was sure to leave a mark. Supple flesh wobbled under the strike.

Eventually the entourage arrived at their destination. Their prize was tossed into a chair and her blindfold was violently ripped off. Immediately somepony spat her in face. Her cape was torn off and the pointy hat Fluttershy had plucked from her was stomped flat.

She simply watched with her forehooves and ankles still bound. A hoof slammed so hard into her belly she doubled over and vomited bits of sick. She sobbed and told herself they simply didn't understand; she was but a convenient scapegoat to direct their ire. She looked around a dim tent lit by a small lantern and saw only indifference or hatred.

The flap rustled as Sunset Shimmer bounded inside the packed tent. "Wait! We have to listen to her side, at least. Think about all the weird stuff that's happened over time! Maybe she was under some form of mind control, or there was an imposter, or-"

A hoof raised to her mouth cut the words off. "I know you wanna' think the best of everypony, Sunny, but I reckon' she's dirtier than a donkey show," snapped AJ. "Still, I did promise her a chance to make her peace, so let's hear it! What's your tall-tale?"

Trixie took a deep breath to steady herself. She wasn't certain where to start, and with their open hostility, she doubted any of them would believe her, no matter what she said. At least Sunset seemed to still have a little faith in her. She couldn't help but sniffle at that.

"Have all of you heard of the Necronomicon?" She nodded to the book Fluttershy held to her bosom. "That's the main cause of this...I think. At least, that's where it all started to go astray. You know that parallel world Sunset hails from? Well, Twilight Sparkle's counterpart there stumbled on that book, read way to deep, and it possessed her. The Twilight from this world's dead, too. She...murdered her." She didn't dare share her part in that. Not that it was directly her fault, but she couldn't help but feel responsible, even if she was under the monster's control. The powerlessness she felt made her feel rather sick even now.

Tree Hugger lit up a joint and breathed smoke in her face. "You expect us to jive with this ridiculous crap? Seriously, this chickadee can't even lie properly to save her buns!"

"It is pretty far-fetched," admitted Fluttershy who stroked the tome's cover. "But here's the proof the Necronomicon actually exists. It would explain quite a lot." Its forbidden power radiated from here, and likewise, the compulsion to crack it open.

"Just looks like another dull textbook to me," said Rainbow Dash.

"No. It's the real-deal. And it's pure evil," said Sunset who snarled at the book. "I'd say we should destroy it immediately, but if the myths are true, it's pretty much indestructible anyhow. So this is what's thrown Equestria and the other world so out-of-balance!"

Tree Hugger chewed on her doobie. "Don't tell me you buy this? Man, and they call me the airhead. You're still too naive, Sunny. Still convinced it's the old world. Well, that Equestria's dead, and it won't ever come back. Just have to learn to live with the new one."

Sunset snatched the blunt from her lips, tossed it on the dirt, and stomped it out. "Watch the way you speak to me, soldier. Remember, I'm second-in-command here. And while the Prince is busy my orders are pretty much law! Got it?"

"Okay, okay. Sheesh." The hippie raised her forehooves. "You can be pretty scary whenever you're serious, you know? Take a chill-pill...pretty please?"

Sunset's features softened. Normally she hated to throw her weight around, but she needed to keep them in line, especially when her lover wasn't available. Without a semblance of order their whole operation would steadily fall apart.

The debate continued for hours and numerous questions were tossed Trixie's way. She did her best to answer them truthfully, filled in the blanks with what she knew wherever she could, in the hopes that with this new information the situation could somehow still be turned around. However what she learned of Equestria almost dashed her optimism.

All the Princesses were lost. The theory was Twilight used slave unicorns to raise the sun and moon each day. The Crystal Empire had been razed. The mirror that led to the other world hastily smashed by Sunset, who feared it would be overrun and exploited too.

At first the survivors believed one of their old enemies was responsible. They first went to Discord for answers, only to learn he had somehow been turned back to stone and crushed to rubble. Tirek and all the inhabitants of Tartarus he was trapped with were butchered to the last. Ahuizotl and his followers had been sacrificed in their own temple which now ran with their blood. The rotten corpse was Chrysalis was found dumped in the Everfree Forest. Worst of all, the Tree of Harmony had withered and died.

Entire races blamed each other and went to war. Lines were drawn and entire species were wiped out in the process. A cult arose from the aftermath, heralded by a foursome that claimed to be the horses of the Apocalypse, here to usher in the end times.

They seemed to attack at random with their armies, than vanished as mysteriously, until the next time they decided to strike. Perhaps they were more dedicated to instilling fear in the populace than anything else. Some believed it was simply an experiment by this warped mare who called herself Twilight Sparkle, who appeared to bounce between wanting to conquer Equestria, and end all life, dependent on a momentary whim.

*****

Sunset wiped her brow and returned to the Prince's private tent. For now she ordered their captive be released from her bonds, fed and bathed, and left unmolested. Of course she would have her watched at all times. While the couple could have lavishly decorated their abode, they kept little more than the necessities, as the survivors dared not remain in one area for more than a few days at a time. They had lost far too many friends already.

The lamp cast heavy shadows over the pair. Cautiously she approached Shining Armor who had his back to her. He wailed suddenly out-of-the-blue, and her heart ached, a constant reminder of that same sound he'd made, the moment he'd learned of his family's demise. She covered her ears as fresh tears streaked down her cheeks.

He scooped up a sturdy bottle and drank heavily. "Cadance? Honey?" He stumbled about in a fugue state and nearly tripped, his handsome features marred by a lack of sleep. He barely noticed her return and even looked past her. "I need you, honey."

She knew who he really meant and that hurt all the more. He'd hastily vowed never to remarry in honor of his wife, but she'd talked him into staying with her anyhow, reminding him that Cadance would want him to be happy. He'd reluctantly accept her proposition, and while he was supposed to be their leader, that onus ultimately fell on her shoulders.

He bent her over and took her with mechanical thrusts, more out of duty to her than to sate his own needs. Muted sobs wracked her frame as he took her lazily without any real tenderness. She would even happily settle for base lust. But his passion had died out and he merely carried out the routine motions he believed were expected of him.

She squeezed his hoof in her own. "Pretend I'm Cadance."

"I can't. I won't betray her memory like that." He took her a little more forcefully, desperate to release so he'd have an excuse to end this already, but it was difficult for him to even maintain an erection now. At best he could keep up a muted physical response.

"Please. Do it for me." She took the hoof she held, raised it to her snout, and slowly started to suckle on it. He moaned low despite himself. Picked up his pace.

He kneaded her buttocks. Closed his eyes and moaned, "C-Cadance..."

She blinked away tears and smiled. All she wanted was to be his rock, to comfort him however she could whenever he needed it. A number of the foals he'd sired had either been stolen away or perished amidst the various attacks. He visited the ones that survived when he could, but that pained him terribly, especially since a number of them were turned into more soldiers. Every member of his valuable army was expected to do their part.

Of course there were constant reminders she was merely a substitute; for instance he would have hesitated to be so forceful with his wife. She hinted and asked and even outright pleaded with him to dominate her in the bedroom, but he'd often treated her like a precious artifact he could easily break, denying her the release she so desperately needed.

However he had no such compunctions with the other mares he bedded. Fortunately, she also liked a stallion who took charge! She intentionally clenched hard around him, tried to suck his length further in, rhythmically milked him with her slimy walls. His eyes watered as he howled, "I love you Cadance!" And then he burst inside her. She almost swooned.

Like most of the mares here she routinely took potions that served as contraceptives. Some mares here had chosen to try and help repopulate Equestria, despite its terrible state and a lack of resources, but far more chose to aid the war effort in other ways, and those who became soldiers often took potions that would permanently render them barren. Better to lose a part of themselves than to be captured and become a broodmare of their enemies. Many of them would happily choose death over such a terrible fate.

She shook away such terrible thoughts and basked with him in their afterglow. For a short while they could forget their responsibilities. Sex was one of the few real pleasures left to them in these dark times, and even that had been twisted with all those who tried to exploit them. At the least they could still take some solace in the comfort of one-another.

Calm Before the Storm

Author's Notes:

A fairly vanilla chapter clop-wise that's more about set up for future stuff.

Steam rose from the wooden tub when Trixie settled into the water, a slosh sounding as it submerged her sore flanks. Excess spilled over the sides of the basin and pooled onto the soil. She closed her eyes and exhaled a pleasurable sigh. For a short moment she finally felt like herself again. She'd been running purely on fumes for far too long.

Flames danced in the lamp and cast deep shadows over the interior. The distant chirp of crickets outside made this mad world suddenly feel a little peaceful.

She stole a glance over at Flash Sentry who guarded the tent's flap. He tried to pretend he was an impassive statue, but he couldn't help but stare each time she trace her curves, shooting him a sly and sultry little smirk. He swallowed hard.

What made it even harder for him was that Tree Hugger and Fluttershy were assigned to bathing their prisoner. They tenderly lathered up every inch of her body, gradually massaged her knotted muscles, having been ordered by Sunset Shimmer to make her feel at home. "Oh yes," she moaned. "Lower. Ooh, there. Why don't you two take a dip with me?" The mares looked to each other with a shrug and slipped into the tiny tub.

Flash Sentry pressed his haunches together in a failed attempt to hide a partial stiffy. She cackled at his slip-up and he blushed. The space was so small the trio were pretty much draped all over each other, not that her two attendees really minded, since they shared an open relationship these days. Sex was one of the few pleasures left to them in dark times.

"Hey. Looks like somepony's little soldier is at attention," said Tree Hugger who intentionally traced her hooves down Trixie's well-rounded buttocks.

Fluttershy pressed her rather generous teats upon Trixie's mounds, her hooves resting upon the witch's foal-bearing hips. "Hmmm, I'd say he should join us, but sadly there's not enough room." She put on a coy pout. "Maybe he can help us poor mares out anyway?"

He hesitantly trotted over, lathered up his hooves with the bar of soap nearby, and brushed Tree Hugger's and Fluttershy's backsides. He'd denied himself the occasional pass from a mare to keep up his vitality for the next raid; however he couldn't stand to overlook such an opportunity. Especially since he was insanely pent up after weeks without so much as a fap. He kneaded deeper into their buttcheeks which parted easily under his firm grasps.

Trixie ran both hooves through her wet mane as she posed for him, enjoying the way his member shamelessly twitched and spat a bit of precum. There was a time when she would've fucked him simply to make Twilight furious. But any hostility she'd ever felt towards her was now long dead and buried. She had to admit he was kind of cute.

Her horn flared up as she daringly applied a bit of magic to his stallionhood, casually stroking his veiny shaft, and he grit his teeth, thin splashes of semen dripping down his cock and balls. "Ah...you tease," he grunted as he fondled their supple physiques.

"It's unlike you to abandon a post," came a sensual voice which make him leap to his hooves. "Not that I blame you under the circumstances. At ease, soldier."

With the loss of the Princesses, Fleur di Lis shared the truth about how she worked as a spy in their employ, and that she was also skilled in a variety of weapons. She'd quickly surpassed him and become the favored Royal Guard in the encampment.

She carried a spear in hoof and wore a helmet on her head, which she removed, tossing back her mane as it spilled free. "Ugh. Helmet-hair." She shook her lovely locks loose and planted the butt of her spear in the dirt. "Don't mind me. I like to watch."

He tensed as she draped her slender, model-esque frame on his back. He breathed in the scent of her rather feminine perfume. She wasn't at all like most of the mares who chose to become soldiers. Many of them discarded many of their delicate traits to better fit in with the stallions and hopefully be taken more seriously; on the contrary she seemed to revel in that which his buddies would likely perceive as a weakness. And with a combination of her combat prowess, and the spells she worked, she could easily back up her claims.

She wrapped her hooves around his barrel, smooshing her perky tits on his well-built back. A teak of his nipples caused him to shudder and moan. She tittered at how helpless he was before her. Turned him to face her and met his snout with a passionate kiss. Rumors claimed she could be quite forward but she'd never made a pass at him until now. But before he could question it, she pushed him onto his back, straddling him with a smirk.

She ground her vulva upon his now fully erect penis, their juices mixing together while she bucked her hips. She held his forehooves down so he couldn't freely touch her, and he stared with a worm's eye view up at the three lovely marehoods above him.

She used her telekinesis to open her tight folds and reveal the pastel pink flower within. Glistening moisture dripped from her slit and wet her likewise soft pink anal ring. "Mmmm," she moaned as she took him into her. She passionately kissed him once more, bounced rather roughly atop him, and he strained with a low cry, struggling not to unload inside her instantly. "Oh...fuck..." She released his hooves, which immediately grabbed her asscheeks. Her tail swished about mischievously. She bit his lip so hard it bled a tad.

A bemused Trixie squatted over him, allowed him to sink his snout into her cunt which he needily lapped at, while her caretakers also lowered themselves, his hooves slipping into their sexes. He explored the depths of their love tunnels, which clenched around his limbs and mouth, bathing him in a thin sheen of marecum. He watched the trio above him trade kisses, feeling each other up, hooves wandering almost aimlessly over each other.

Fleur's lower lips suckled him with an expertise honed over many years as a courtesan. Surrounded by so many beautiful mares willingly offering themselves to him, he wasn't able to last more than a few minutes, groaning as he finished inside the model. She licked his wiry muscles, stroked his chest furs, milking the stud for all he was worth. After so much time spent denying his needs he'd built up quite a bit of excess which sloshed inside her.

With the potions they constantly consumed, only the mares who chose to become breeders had to worry about impregnation; those who took to the fields like they did couldn't afford such a risk. But as a result of the rather common contraceptives, combined with perpetual boredom and the realization they could die at any time, meant that casual sex was the order of the day. Fear made them cling hard to the little they still had.

*****

Next came the mess hall where Trixie was to be fed. Tables and chairs were laid out in the open under the starry skies. Other ponies ate, chatted, dozed off, or played cards, savoring what little downtime was afforded them. Her buttocks smooshed under her once she took a seat and gazed off into the moon, a symbol that resembled Luna imprinted upon it. It was a constant reminder that the Princesses were forever lost.

Flash Sentry and now Fleur di Lis continued to watch over her. There were a number of guards situated all over the camp, particularly key areas where invaders might break in. They were nestled in what appeared to be a particular dense portion of the forest; she assumed the Everfree Forest had overgrown the ravaged sections of the land.

Carrying a tray packed with goodies in both hooves, Sunset Shimmer settled across from her, the red-and-yellow mane partially hiding her face as she smiled. "It's not much, but we've gathered and farmed what little we can on the move."

To her surprise Sunset plucked a hunk of cheese and planted it in her mouth. She nibbled on it slowly, but her caretaker didn't remove her hoof, even when her lips made contact with her hoof. Their eyes locked as she sensually suckled upon her.

"Mmmm...you certainly know how to handle yourself like the real Trixie." She continually fed her bits of food, mostly what fruits, veggies, and breads they were able to cobble together. She'd even managed to scrounge up a tiny cherry pie. "I've bathed and fed you. Now it's about time I replaced that ratty outfit they destroyed."

"You'd do that for me? Well, Trixie humbly accepts your offer!" She felt more alive than she had in sometime. Almost like it would somehow all work out.

She wolfed down the rest of her meal then followed her entourage into a particularly large white tent decorated with purple tassels and a variety of gemstones. Normally she might have rolled her eyes, feeling such decadence was best left to a professional like her, but considering the circumstance she felt no right to judge anypony.

The interior workshop resembled a sweatshop. Designers worked in cramped conditions surrounded by materials which they wove and stitched and placed on mannequins. Nestled amidst the works sat Rarity who was busy tirelessly working on her own projects. With hooves and spells alike she deftly crafted what appeared to be a cross between a costume and armor, the garments embedded with a series of runes.

She looked up from her craft over a pair of red spectacles. The room suddenly fell silent and still once they noticed the newcomer. "Why is she here?"

"I can vouch for her. She's the real deal," said Sunset. "Not only does that other Trixie come from a parallel world, but she's fallen under the mind control of our enemy."

"You expect us to simply believe that? Well, I suppose it doesn't matter anyhow. At this rate Equestria is doomed anyhow." Her voice was neutral but the bitterness in her was quite apparent. "At the least, my latest creations may help us survive the next conflict."

Trixie swallowed hard. "I'm sorry about whatever-"

Rarity shot her such a venomous look that she practically cowered before her. "Do not presume to understand what I've suffered. I certainly don't trust you now, and I probably never will. I remember when that...abomination descended on Ponyville. It had three heads, resembled Spike were he an ancient drake, and Trixie rode upon its back."

She rose from the table and turned her back. "One of the heads swallowed Coco Pommel, the other Sassy Saddles, ate my assistants like they were nothing more than disposable snacks in an instant. The center head attempted to swallow me...then hesitated once I called Spike's name." She toyed with the chain around her neck that held a heart-shaped precious stone. Mascara ran under her silent tears.

"I-I'm truly sorry," whispered Trixie who realized the fashionista must have thrown herself fully into her work to overcome her sorrows. "What can I do to-"

"Trixie ordered Spike to devour me, but he only looked about in confusion, and took off to who-knows-where. Not that it mattered much after they had razed most of the town. My parents, Sweetie Belle, so many others, all charred to a crisp within seconds."

"By Celestia...I...I don't know what to say," admitted Trixie who couldn't help but feel responsible for all the atrocities her counterpart had been forced to commit.

"It's not her fault. I'd place my life in her hooves," said Sunset.

"Then you're a fool," snapped Rarity who instantly regretted it. "I'm tired," she admitted removing her spectacles and setting them aside. "I want to believe our efforts are making a difference, but there are days when I have my doubts. This is Equestria now. The world we had back then will never return. I've made my peace with that."

She levitated the curtain off one of the pony-shaped mannequins, where a pristine copy of the star-studded cone-shaped and wide-brimmed hat and a cape to match rested. She floated them over and placed them on Trixie's head and shoulders.

"Thank you. It means a lot to Trixie. Really." She felt even more like herself by the moment. She wanted to tell her she'd do whatever it took to make it up to her, that she would prove her loyalty to the cause, but realized it was probably better to simply let it lie. It would likely take quite some time but she swore to somehow earn their trust.

*****

Lastly she was taken to another tent which was sparsely decorated. Trixie gulped when she approached the Prince who now led this scattered rabble. At least that was his official position, even if he'd chosen to be little more than a figurehead, leaving the major decisions to his lover turned second-in-command. Lamplight flickered over the stallion who stood near the back wrapped up in the heavy silhouettes cast about.

She froze as he looked her over impassively. Then his hardened features softened. "So...you've come back. Sunset says she trusts you, and that's enough for me. Besides, we could use all the help we can get. We're pretty much down to desperate measures by this point. The truth is, Cadance made most of the political decisions. I'm more than capable on the field, but I wouldn't exactly call myself an especially savvy tactician."

"Don't undersell yourself," said Sunset who smiled at him. "You're so humble."

Shining Armor nodded to Flash Sentry and Fleur de Lis who guarded the tent flap with spears crossed. "I've had some capable soldiers to help keep me in line. Ones that make me proud to serve Equestria. And we have a new hope. Rarity's finally finished that secret project she's been hard at work on for some time." He levitated over an elaborate suit of sturdy-yet-flexible white armor lined with touches of blue.

Next he floated over a pale sword. Runes decorated the double-sided blade. Finally came a shield that curved at the bottom. "She wanted to make me a paladin, like in those old legends. A crusader who could smite devils and bring some traces of light back to the land. I'm not certain I'm worthy of such an honor, but for the sake of everypony, I'll do my best. Thank you, Sunset. You helped me out of my funk."

His soldiers cantered over and helped him into the regal armor which matched his musculature well. He took the sword in one hoof, fitted the shield over his other arm, looked down at himself in admiration. "You're so handsome," said Sunset who draped herself on his broad shoulders. "I really wish Cadance could see you now."

"Yes, I'm sure she'd be proud," admitted Trixie.

"Rarity's prepared armaments for all the soldiers we could spare materials for," said Flash who looked the prince over and nodded in approval. "Soon we may finally have a force capable of taking on the Four Horses of the Apocalypse."

"Not to mention that devil formerly known as Spike," added Fleur who toyed with her locks. "Until they're all slain there's little chance we'll be able to reach Twilight."

"Count me in. I want to help however I can," said Trixie.

Shining Armor nodded. "Okay. We'll pass around the equipment tomorrow, see about rallying the troops. It's late, and we'd better rest, so we can make an early start. Flash, Fleur, make certain the patrols keep a constant lookout, in case we have to move out suddenly." The pair nodded and opened the flap before they took off. "Trixie, why don't-"

"Stay with us," said Sunset who stated what she knew he wouldn't ask. "You don't need to sleep with us tonight or anything like that. In truth, we'd simply like your company. It can be pretty lonely here, and maybe you can understand our burdens?"

Trixie slyly pulled her hat down. "I'd like that. Trixie promises not to disappoint!" She draped herself on his other shoulder, reminded of old times, when life seemed so much simpler and carefree. She playfully helped Sunset strip away his armor.

The lamp's fire was snuffed out with a click, and they curled up to his muscular body, as he draped a blanket over them. They basked in each other's warmth for well over an hour before the trio gradually drifted off into an unusually peaceful slumber.

Exquisite Corpse

Author's Notes:

Warning: This chapter contains Non-consensual sex, death, gore.

A heavy bulk settled atop Trixie who sleepily stirred back to partial awareness. It was almost pitch black in the tent, her muscles still pleasantly sore. A still dozing Shining Armor happily spooned and nuzzled her, his snout buried within her messy mane, forehooves wrapped around her barrel as he kissed and nibbled on her. Her ears twitched in reaction. His partially chubby member rested between her buttocks.

"Mmmm...feisty, aren't we? Not that Trixie minds." She pressed her backside against his crotch, grinded upon it, until his stallionhood was lined up with her vulva, and sunk inside it once he pressed closer. He lazily bucked into her.

At first it was rather pleasant. However she soon needed more, the frustration building as she teetered on the edge, unable to find the release she needed. "This is torture," she whined but didn't wish to wake him up. An aura lit up her horn as she used her magic to manipulate her teats and nipples, and she sunk both hooves desperately between her loins, stroking her swollen clit and slick slit steadily. "Better. But it's still not enough."

Sunset rose with a stretch and quietly trotted over to her with a coy smile. "Having a little trouble?" She shook her head at the dark look the witch shot her. "Sorry, I don't mean to tease you. This isn't unusual for him, really. Listen closely."

He murmured, "Cadance," between muted snores.

"I've been there. Lots of times. Allow me to help you out." She positioned herself so that her snout was lined up with Trixie's marehood, and likewise placed her own pussy before the mare. Her hooves wrapped around her buttocks, felt the stallion's hips brush into them with each trust, while she sunk her snout into the moist flower before her.

Trixie fondled the pair of pert asscheeks and lapped at Sunset's cunt and anus. She yelped a little when he bit her on the nape of the neck, moving faster-and-faster with his need, his girth now filling it out nicely. She flushed and panted between licks. While the initial stages of her pregnancy weren't noticeable yet she still carried his child in her. A product of when she'd ravished him. She couldn't wait for him to cum inside her again.

*****

While they were supposed to simply stand guard outside the tent, Flash Sentry and Fleur di Lis couldn't help but be curious about the sounds that always came from within, especially now that another mare had been invited inside. They pulled the flap aside and peeked in at the trio who were busy making love. Both knew they shouldn't spy like this, but they couldn't help but feel pinned there, disappointed they weren't invited too.

She nibbled and pecked on his neck, until his tiny furs stood on end, one hoof rubbing his muscles, the other one stroking his cock. He'd never been with such a forward mare before, figured it was probably an influence from having to hang with the stallions all the time, constantly struggling to prove herself around soldiers who doubted her.

"You want to be inside both of them, don't you?" Her voice was sultry as she draped her breasts upon his back. "Or maybe all three of them? I think you've always been a tad curious about your Captain. What his cock would feel like inside you."

"No," he whined low as his precum rolled over her hoof. "I like...pussy..." He took her by surprise, grabbing and flipping Fleur onto her back, his hooves over hers as he plunged his dick into her. A small plash erupted from her nethers immediately as her cheeks turned a pastel rosy color. He bucked into her with a grunt. "You...like that...?"

She narrowed her eyes almost shut and smirked at him, spreading her thin legs wide to allow him easy access. "I like a stallion that can take charge. But can you keep up with me? Whatever you may think, I'm hardly a mere shrinking violet. I-"

He kissed her hard to shut her up. Felt her bite his lower lip as he continued to slam into her. He hoped no other ponies were about to see this, but at the moment he was so horny he couldn't stop. They continued to play the voyeurs, watching Trixie and Sunset eat each other out, while Shining Armor mindlessly bucked into the former's wet hole.

"We...we'd better return to patrol soon," admitted Fleur.

"Just a minute. I'm close." He watched his Captain's face twist as he came, felt his own penis strain, until he unloaded hot spunk into her tunnel. She wrapped her legs around him and squeezed tight, plucking her clit telekinetically to help her finish.

Never one to leave a partner hanging, he wrapped his wings around her, massaging her back and buttocks as he kissed her. He was too limp to buck her well anymore so he helped stroke her pussy and rectum with his hooves instead. She moaned low into him. Felt another warm splash erupt below. It was far from her best orgasm but it would do.

*****

Shining Armor stirred as he lost himself in his dreams. Without the aid of Luna to help their slumber, many ponies slept uneasily these days, unable to cope with this mad new world they found themselves in. He was no different. At the best of times he dreamed about his wife and their foal. And at the worst he recalled moments which left him vulnerable. Colossal failures that he could never hope to make up for.

One of those was Pinkamena Diane Pie. She'd been captured by raiders during their travels, and while his soldiers had fanned out in smaller parties to recover her, one of them led by him, they were far too late by the time she was finally discovered. They discovered her amidst a forest surrounded by dozens of bodies and soaked deep red.

Weeks passed while the stallions executed Pinkie Pie's family before her. Her parents, sisters, the Cake family and their foals, even her numerous copies made from a spell based on the Mirror Pond, reduced to meat, viscera, and lots of blood. Then they pressed cold steel to her throat, stuffed all her holes in tandem for hours on end as she cried, mocked her as they told her she'd never be able to laugh anymore.

Her mane had fallen straight sometime ago. She'd stared at her own tired reflection in a blood-pool which parted under her tears, nearly choked when they rubbed her face into strings of bowels, from who she didn't know and it hardly mattered now. Something inside her finally snapped. She started to cackle hysterically despite the cock in her mouth. Without any concern for her life she sunk her teeth in and sawed it apart.

He howled and bled and tried to pull away, his penis coming apart in meaty chunks, blood mixing with semen to fill her mouth. Somehow she managed to wiggle free of the hooves holding her arms behind her, seized the knife held to her throat, and plunged it into the eye of the rapist below her. Before the one atop her could react she opened his throat and watched him stumble about and choke upon his own blood.

A bullet whizzed by her as she hurled the knife into the groin of her would-be killer. Within seconds she was bathed in a red mist, dancing and dodging between over a dozen armed raiders, cutting them down in ways that intentionally prolonged their agony. She laughed and laughed the entire time. Butchered them like they had her loved ones and so many others. Didn't stop until the last one laid eviscerated.

They had done their best to bring her back from the brink, but her mind was completely lost, and while she'd never aimed any real violence at anypony other than their enemies, he decided it was too risky to let her run free. He'd had no choice but to have her committed. Her cackles still sounded in that padded cell wall. Sometimes her friends would still visit her, but to his shame he found this failure to painful to revisit.

He held the mare closest to him and whimpered in his sleep. Soaked in the comfort she provided him. Sunset would always tell him he wasn't responsible, and while he wanted to believe that was true, he'd never been able to quite internalize that.

*****

From the ruins of a collapsed temple, a stone pyramid was built by slaves under the instruction of the mistress, deep within the overgrown jungles. The obsidian triangular structure was infused with power from the blackest arts. Its numerous layers were stocked with cultists shrouded in black robes. Blood from sacrifices ran down the slots carved down its sides and splotches were dried up upon its innumerable steps.

At an altar within sat Twilight upon a throne made from the bones of skulls of ponies. The steps that led to her were raised high above the worshippers below. Sconces with torches lined the walls. The alicorn had transformed herself over time to better resemble the Princesses; she now towered over most ponies yet maintained her beauty.

She flipped through her poor copy of the Necronomicon, which she'd cobbled together herself, a combination of her own pain-staking work, a forbidden tome that once belonged to Sombra, and secrets she'd extracted from her host's old adversaries. She tortured each of them until she was satisfied their last mysteries were extracted then murdered them anyway. She couldn't afford to tolerate any potential rivals to her plans.

For all this book's considerable power it absolutely paled next to the real-deal. Not to mention it could easily be destroyed unlike the Necronomicon. Once she'd constantly sent her minions out to hunt it down with no luck. Frustration had made her particularly murderous. She'd lost count of the species she'd had wiped out as a result.

Near her she kept the counterparts of Shining Armor and Cadance from the parallel world. While they awakened a portion of their mystical potential upon their arrival in Equestria, they were poor facsimiles next to their Equestrian doubles. Nevertheless she used the stallion to seed the mare cultists she considered worthy to stock the elites of her boundless army. The rest would be turned over to lesser stallions.

Shining Armor dug his hooves into the manes of Adagio Dazzle, Aria Blaze, and Sonata Dusk, the sirens-turned-mares sucking noisily on his cock. He forcefully drove their heads down, repeatedly came upon their faces and in their mouths, the broken stallion now little more than a walking spermbank who lived to inseminate broodmares.

"Good sluts," she said to the trio of her favored cultists. "Drink his mana down. Let it fill your bellies and wombs." She patted their domes in a condescending manner.

Adagio popped her snout loose from his dick for a moment, a messy trail of semen and saliva still attaching her, sweaty poofs of hair wild about her shoulders. Like her sisters she was dressed in an open black cape. "We love to worship his powerful cock!"

She dived back in and took his shaft to the base. Her companions continued to violently lap at his veiny thickness, their faces stained a deep pink with their shameless lust. Afterward he took turns mounting the trio, who pressed their shapely asses together, presenting themselves to him, begging him to do them the honor of taking her first. Twilight had fed him a constant supply of potions to increase his stamina and volume of his sperm. By now his lust-addled mind could last nearly an entire day of continuous sex.

The mechanical topmost portion of the pyramid opened automatically and a dim light spilled in. She'd stolen the technology she couldn't build herself from Flim and Flam; the brothers had recognized her power and attempted to cut a deal. She'd played along with their schemes for her own amusement only to feed them into their own wood chipper. Now their devices were worked into her temple and turned into engines of war.

The three-headed abomination called Spike landed and perched his claws upon her altar. He absolutely towered over the mistress, who stared up impassively at her living weapon of mass destruction, with the fake Necronomicon tucked under one arm. At the main head rode her most trusted minion, the Trixie from that other world, while the pair to the sides were mounted by Lavender Lace and Fuschia Blush.

"What have you three accomplished today?"

Trixie smirked and met her stare with crazed eyes. "Fucked a few dozen bitches, burned some tiny villas, the usual! Trixie has been hard at work as always for the mistress!" She and her minions presented pumpkin-shaped carriers which they overturned. Severed horns from unicorns spilled out into a thick pile, some still caked in dried blood from where they had been removed. "More raw materials for your latest creation!"

She waved the troika over to her, kissed each of them, who dreamily melted at her touch. "You have done well." The magic stored in the horns was ideal to forge wands that channeled said power; with them even pegasi, earth ponies, or even creatures from other races could potentially wield weapons of mass destruction. Of course they were quite time-consuming to create, so they were reserved for only a select number.

Factories forged muskets, pistols, and explosives for the rest to use. Those who pleased her were free to use the breeding stocks packed with spoils taken from each civilization they felled. The ones who displeased her would be transmuted into mares and passed to their former allies to be used up and spit out foals until they were completely broken.

Lastly she summoned the Four Horses of the Apocalypse before her. She'd chosen one of each pony type to represent the mythic horrors; from the corpse of this world's Twilight Sparkle she used necromancy to revive her, and transformed the alicorn into Death. Next came the most powerful earth pony she could find, Big Mac, who she turned into War. After that she chose a unicorn name Sunburst to represent Pestilence. And finally a pegasus called Lightning Dust was dubbed Famine. While some of them weren't her ideal candidates, her first choices had mostly eluded her so far.

She sent them out across Equestria to purge the opposition, to collect what mares and stallions they believed could be used, while the fodder was theirs to do with as they wished. Most of the time the foursome simply murdered their prey without a second thought. However in the case of Death and Pestilence they sometimes like to experiment upon their victims, while War and Famine took baser pleasures from them.

Below an orgy of sex and blood was underway. The cultists brought in stallions and mares to rape and murder with curved knives. They danced within a shower of blood. She'd turned Equestria into a well-oiled machine. A place of orderly disorder.

Dead Beat Prance

Author's Notes:

Warning: This chapter contains Bestiality, non-consensual sex, tentacle sex, blood/gore/death.

Tiny flames danced in a small lamp. Fluttershy's hooves trembled with each turn of the Necronomicon's countless pages. She sat at a stool propped before a small table, her tent wider than most to fit the many animals that collected around her. She always hated to send them into battle, knowing they would willingly lay down their lives for her, but the situation was so desperate there was little choice but to rely on their aid.

They needed something more or else their civilization would be wiped out. She was supposed to take the tome to the vault, keep it under lock-and-key like so many other objects they'd captured from their enemies, but she'd had her animal companions create a distraction, slipped inside, and used one of the lock-picks she'd found in Trixie's ratty old cape to undo the padlock and chains around it. Her heart beat faster like she would be discovered any moment. However the compulsion to read further proved too much.

Normally she had little interest in the arcane, not to mention she knew nothing but evil could come from such a perversion of nature, but it somehow drew her back each time she brushed it aside, told her that its infinite power could restore a dying land. "No!" She slammed the book shut so hard the entire table shook and the birds perched nearby stirred. She covered her mouth and hoped no unwanted attention would be drawn here.

After a couple minutes when nopony arrived to check on her, she inhaled deeply, then exhaled, centering herself as Tree Hugger had taught her. Surrounded by so many woodland creatures it was usually easy for her to meditate since their presence soothed her; however the Necronomicon's presence constantly wormed its way into her psyche.

Hooves parted her foal-bearing thighs, and she felt a wet muzzle pressed to her marehood, casually lapping at its depths. She stared down past her generous teats and saw Tree Hugger kneeling before her as she worked her over. "I...I'm trying to work here," she whined. It wasn't unlike her hippy friend to interrupt whatever work she did.

She bristled pleasantly all over as Tree Hugger dived even further into her snatch in a small but messy splash. "Oh...oh my...ah..." She still liked to play innocent even after all she'd been through. But ever since Equestria had been warped, so many of their delusions were stripped away. Their enemy was right about one thing. They had been dangerously naive.

She closed her eyes and leaned back in her stool, planting both hooves on Tree Hugger's dome, shoving her snout deep as it could go into her cunt. Her face flushed as she bit her lower lip. At the moment she forgot all the animals were watching them. Her sole focus was her needs and how to sate them. She brought the tips of her wings down to her mounds, plucked at her inverted and unusually wide nipples, until the pink ends arose to full erection.

She nibbled on her swollen clit. Rolled it between her lips and pulled upon it. A shrill nonstop cry that lasted quite sometime escaped Flutters as her marecum fired repeatedly all over the hippie's dazed-from-arousal face. Tears beaded Shy's eyes afterward.

"Free love, chickadee. Told you it was wonderful. Hey, why don't you turn around and stick that prime slab of ass in the air so I can make you feel even better?"

Fluttershy would have blushed all over from such vulgar talk once upon a time, but she'd always secretly enjoyed it, and perched her front half on the stool, her buttery buns resting upon the tabletop to present her puckered anus and winking pussy which dripped a bit of clear fluid onto the wood. The tiny puddle smelled of her sex and turned her on further.

A swift and hard smack on her buttcheek made the flesh wobble. She happily cried out. "Spank me more! Harder! Harder you bitch," she demanded and her friend cheerfully complied, hooves repeatedly smacking hard upon her voluptuous buttcheeks.

Suddenly Tree Hugger stopped and she heard the flick of a lighter and smelled the smoke from a lit up doobie. "Sorry Flutters, need another hit to keep me in the mood."

Fluttershy rocked her pert backside back-and-forth impatiently. She continued to drip from her vagina, which clenched reflexively with a need to have something rather large stuffed into it, resisting the urge to shove one of her hooves in. "P-please...hurry the fuck up!"

A thickness forcibly invaded her nethers. She went wide-eyed as it sunk so deep inside it struck her cervix. She winced a tad as her lower lips wrapped hard around the object. She hadn't expected Tree Hugger to break out the strap on so soon, and this one felt different from all the others she'd tried before. Her eyes rolled into her head and she bit the edge of the stool as she was mounted from atop the table. "Um...ah...Celestia...fuck! Fuck me!"

Her mane was seized and yanked hard, hot breath fell on the nape of her neck, a mouth closing around and biting it. She whimpered and panted as powerful hips thrust into her. She'd never been fucked like this before. Not even by Shining Armor. Her partner took her roughly, and it felt like a claw draped on her asscheek, spreading the soft flesh far apart.

Her head swam with so much pleasure that she settled into an almost dream-like haze and almost failed to notice the husky grunts behind her with each powerful thrust. A hoof raised up her chin and she looked over to see Tree Hugger beside her smirking. She went wide-eyed once more, and looked over her shoulder, saw the furry beast that drilled into her.

"M-Mr. Bear?! Mmmm...ahhhh..." She whimpered and cried out, the taboo nature of her current predicament kicking her already lust-addled mind into overdrive. Her wings parted rather painfully with their own need. Her friend met her lips before she could protest.

Tree Hugger withdrew in a string of saliva that connected them. "I saw that collection of animal-shaped dildos and buttplugs hidden in your stuff, figured you always wanted this, but wouldn't dare ask it of them. Luckily Mr. Bear wanted a piece of your sweet ass, too! So we helped set all this up and I told him to fuck you silly until you're all tuckered out!"

Flutters flushed and whimpered as he pulled her mane and tail with his teeth, his claws kneading into her butterfly-decorated buns, eyes crossing and tongue lolling from her snout as Tree Hugger ducked down and started to slap and suckle on her hanging titties. She practically screamed from pleasure overload as the bear brutally railed her hot pussy.

He howled once she started to reactively milk him, fired powerful shots into her contracted love tunnel, hot pink painted white from his steamy spunk. With one last slap with both claws on her buttcheeks he pulled free. His cum mixed with her own and dripped down her loins. She huffed dull-eyed and rested her head upon the stool.

Tree Hugger's eyes were bloodshot as she took another drag from her blunt and breathed out noxious smoke. "You're such a bad little slut, aren't you Flutters? Hope you're not tapped out yet." She spread Fluttershy's pink butthole open. "Cause he wants a blow his load in there, too! And I know you're way too kind to ever say no..."

"You meanie," whined Fluttershy, her friend aware she had trouble saying no to her animal companions. Not that she exactly want to after he'd fucked her into submission, but neither did she wanted to admit she'd relished that so much. She used both hooves to spread her asscheeks and asshole until it gaped wide open. "Um, Mr. Bear, you can stick it in...if you want to," she finished rather coyly with a somehow innocent yet perverse expression.

The bear drilled into her sphincter. Her animals collected around her rather curiously, as they'd seen her and Tree Hugger buck many times, but had never been able to join in. Birds chirped as they took her nipples between their beaks and plucked them. A snake coiled around her thigh and wormed its way into her dripping moist snatch. A tapir presented its considerable flared equipment before her, and she swallowed with a bit of nerve-wracked hesitation, before she took its fullness until it stuffed her throat.

Tree Hugger snickered at the scene before her. That was until the heavy weight of a growling tiger fell atop her, his barbed penis stabbing into her cunt. "Ah! Ow! Fuck!" The tiny spines puncturing into her moist tunnels which clenched alongside her teeth.

She quickly scooped up some pills from her satchel, and gulped a few down, desperate to turn this pain into pleasure. Fortunately it kicked in rather quickly and her nethers started to water uncontrollably. "Ack...fuck yeah," she murmured as a stupefied expression painted her features. An otter dove its dick into her asshole and another one clasped all its claws around her head as it started to violently facefuck the blissfully overwhelmed mare.

Fluttershy politely tapped on the tapir, who pulled its dick free for a moment, cum still stained upon her lips. "Oh my...otters are known to be-umph-r-rather violent when they mate. T-they...ah...often rape their partners, s-sometimes even kill them, and continue to mate with their corpses. Just don't be t-too hard on her, o...okay?"

Out of love for Fluttershy the otters decided to take it easy on their prey, at least by their own rather violent standards, but nevertheless they helped the striped predator relentlessly fuck their prey into complete submission. Each time one of them came, another one quickly replaced it, a line now formed from all the beasts that wanted to dominate them.

After a short time the pair were soaked in semen and sweat, their manes and tails a frazzled mess. Many of the animals who'd already unloaded went back into the queue for another chance to breed them. Thankfully the lusty pair cheerfully welcomed back an entire zoo's worth of horny animals.

The tent flap quietly opened and a pony slipped in. They spotted the mares being rutted hard by all manner of beasts, and likewise, the abandoned Necronomicon resting nearby. Convinced they were more than distracted enough, the lone figure levitated the dark tome over, clasped it close to their bosom for a moment, then almost silently stole into the night.

While there were a few potential candidates, the item ceaselessly called out to the most powerful wizard it could find. One with a skewed moral compass it knew would be tempted to abuse it. The book of the dead offered to return whatever they desired most. To provide forbidden secrets that would make all their dreams come true.

They stole into the Everfree Forest, cracked it open, and started to unlock its secrets, one sentence at a time. The dried blood that made up much of its alien writing, some of the passages no more than symbols or illustrations, started to glow in an ethereal manner. Its radiance called out to its former master. Wished that they could be reunited. But the knew host quickly slammed it shut and dashed further away to read it in complete privacy.

*****

Twilight Sparkle sensed its eldritch call from her throne. She immediately summoned her most trusted minions, which included Trixie and her fellow riders who rode upon Spike, and the Four Horses of the Apocalypse. "I've finally pin-pointed the Necronomicon. sweep over this area." She levitated a map of Equestria before them. "Bring it back to me no matter what it takes. You may do with any opposition you encounter whatever you wish."

She paused a moment to look over at Shining Armor's double, who was busy servicing the sirens, taking turns shoving his cock into their pussies and anuses. They mewled under his ministrations, begged him to fill them with his virile seed. "With one exception. Should you come across the Shining Armor from this world I want him alive." Not only could he be used to breed even better followers, but she considered yet another use for him.

Trixie clopped her forehooves together. "Hear that, bitches?" She looked to Lavender Lace and Fuschia Blush who mounted the other two massive heads of Spike. "Time to remind the mistress why she chose Trixie above all her other worshippers!"

She hopped onto the main head of Spike with a flourish, determined to seek out the book her counterpart had stolen, and if she ran into her double, she'd be certain to make her endure a particularly savage and undignified death, after she and her mares had finished having their fun with her. She could feel the tentacled creature nested in her uterus stir. Such monstrosities had made their home in her and her sidekicks, ever since one of their kind had inseminated them, rather than choose to be born into the world.

At moments like these when the trio was particularly excited, the creatures would stir up their wombs so much their eyes would roll into their heads, their nethers convulsing as fluids leaked down them in droves. They moaned into their release, Trixie flicking her clit, while Lavender and Fuschia bucked their slick marehoods upon the necks they mounted.

With their instructions clear the Four Horses of the Apocalypse took off almost immediately from the dreary temple. Most of the time they rarely bothered to speak, as while they maintained traces of their former personalities, they had been reduced mostly to pure forces of nature. Living weapons of mass destruction to purge Equestria. They scattered to individually seek out the Necronomicon and snuff out the opposition.

They sailed from the temple's uppermost portion which mechanically opened with heavy creaks. Darkness broken only by stray moon rays enshrouded the demonic terrors who silently sailed across the land without deviation nor a need to ever rest.

Wet Nurse watched from the bottom of the blood-soaked altar. She kept her distance from the bloodthirsty stallions and mares who were throwing their daily orgies, raping and murdering the lowborn sacrifices, traitors, and deserters that were thrown to them.

Most of her time was spent as the plaything of Trixie, Lavender, and Fuschia to sate their more sadistic urges. They would cast spells to take her with the dicks they manifested upon themselves, or explore all her holes with the tentacles that arose from them, constantly reminded her she was nothing more than a bunch of wet holes. Usually they wouldn't relent until she told them how much she loved to be made their rape-bitch.

She'd fallen so out of favor over time that the mistress threatened to send her to the breeding stocks. She'd pleaded her not to, and while Twilight wasn't known to be merciful, more important matters had shelved her fate for the moment. She touched her belly under the maid costume and remembered the foal she'd once carried. Unfortunately all she'd been able to deliver all those many years before was a foul miscarried mess.

She whimpered in a dark corner away from prying eyes and remembered her twin Foal-Bearer. Sadly the memories that tended to arise first were her horrific death. Without the love of her sister or the mistress life seemed utterly pointless. She ached for the return of the Equestria she once knew. However she doubted that could ever be.

Behold A Pale Horse

Author's Notes:

Warning: This chapter contains Gore/death.

In order to conserve water the troops were forced to share their daily baths. The stallions and mares were still segregated, but only a thin curtain separated a mostly open bathing area, one which would often be removed. Today it was Fleur who removed the flimsy cloth with a titter, studying the well-toned stallions who washed themselves in basins, or stood around to await their turn. She cantered over to their side.

While the mares would often tease the stallions who looked over, posing, touching, and washing each other to rile them up, only she'd ever been so bold as to cross the line between both sides. Of course she practically considered herself one of the stallions already and had picked up many of their dirtiest habits. She went down the line, spanking, groping, and otherwise molesting all the muscular buttocks on display; but whenever they tried to touch her back she swatted them with her tail, or in the case they were more aggressive she tossed them aside with a blast of her potent magic.

She snickered as some of their dicks rose to attention. They studied her hungrily in sheer frustration. "You could always fuck each other. I'd watch." She winked.

"You're a cruel one Fleur," said Flash Sentry.

"They have to prove they're a real stud before I'll let them so much as touch me. Let alone take me to bed." He shivered pleasantly as she draped herself on him and he nearly wilted under the venomous looks his fellow soldiers shot him.

"Damn. You should've told us you had such a sweet piece of ass!"

Fleur lit up her horn and yanked the stallion's balls so hard he yelped and crumpled into a heap, his hooves clasped tight around him as the others laughed. "Watch how you speak to your betters wretch," she warned with a toss of her partially wet mane.

"She truly does have it all," another troop said.

"Yeah, all but a heart. She never used to be this cold," mumbled Flash who lamented how much they'd all been forced to adapt to this new world. It had made most of them harder, colder, crueler. After the death of the Princesses and the loss of Fancy Pants she had become exactly as distant and imperious as some once mistakenly perceived her. And the time she'd spent with the soldiers had only made that even worse.

At the least he had to admit she was a hell of a warrior. Her constant need to prove she was worthy to fight alongside them had pushed her to ceaselessly surpass her supposed limits. Sadly as a result she was begrudgingly respected but not particularly well-liked beyond a superficial level. Once they dismissed her as a mere trophy wife or courtesan. Now she was the Queen bitch of Equestria. Long live the Queen!

She wandered back to to the mares, wolf-whistled, and started to feel them up too, whether or not they wanted it. She kissed and nibbled on them, lathered up their slippery curves, sometimes even brushed a hoof over her nuzzled their most private places.

Flash Sentry cursed as his stallionhood unsheathed and almost fully stiffened. He resisted the base urge to simply jerk off right there, knowing she'd be content to wind them up. In truth he was almost pent up enough to fuck one of the stallions nearby.

They were interrupted when another soldier arrived and cleared her throat. "Somepony's broken into the vault. Worse than that, the Necronomicon has been stolen." They all snapped to attention at that. "Our leader is about to call an assembly."

"Shit. Guess that means our chance at an easy day are off," he said.

Fleur squeezed the water from her mane and tail. "Oh well. Who knows? Prove yourselves worthy today and I may take one of you to bed. Do well and I may even let you mount me," she teased, her posterior presented and her tail raised to entice them.

Heat built in his loins to the point where he desperately wanted to take her then-and-there. But he shook his head and reminded himself they had a mission to focus on. This was serious. The Necronomicon already ruined Equestria once. He dreaded whatever it could do now as the very laws of reality seemed to slowly break down by the day.

*****

Dawn had barely started to break when a mandatory meeting was called at the camp. Most of the soldiers were already at the ready for such an event, however many of the civilians stumbled wearily from their tents, tired of being constantly on the move.

An armored-up Shining Armor took a megaphone passed to him, cleared his throat, and then spoke into it. "Somepony has broken into the vault and stolen some of its contents." He dared not admit the existence of the Necronomicon to the average pony, knowing it would only further stir them up. "If anypony here knows what happened, I implore you to step forward. I promise on my honor there will be no reprisals, even if you are the thief." His eyes swept over the mobs collected from all over.

Sunset and Trixie waited at each side of him. Fleur and Flash Sentry looked to each other. Applejack's face hardened as if she was ready to tear the perpetrator apart, while Rainbow Dash hovered nearby with a cocky grin. Fluttershy stood with her head slightly bowed and her mane falling over most of her face. Tree Hugger chewed on a joint and appeared to be off in her own little world. On this occasion even Pinkamena had been allowed out from her cell, still locked in a straight-jacket and bound to a gurney, which Nurse Redheart and her assistants kept close watch over at all times.

He looked through the rest of the crowds, saw lots of faces he recognized, while others were vaguely familiar at best, and tried to make certain everypony was accounted for. He paused and turned from the megaphone to whisper, "Wait a moment. Where is Starlight Glimmer? Have you seen her lately, Sunset?"

"Afraid not. She usually locks herself in her lab ever since Sunburst was lost. From what I saw of her diagrams, she was trying to perfect that time-travel spell, but I told her it was too dangerous. Even if she could set all this right it could rip apart the fabric of reality in the process. Do you think she...? No, she wouldn't, not after..." Sunset pursed her lips. "She never learns. Still trying to take shortcuts wherever she can!"

Trixie kept her distance from the rabble who still distrusted or outright loathed her. Thankfully none of them dared make a move on her while she was under the protection of the leaders here. "That may be true, but I know she means well. Maybe I can find and talk to her? I'm certain she'll listen to one of her closest friends!"

"That depends on whether we can even locate her in time," he said with a sigh and took up the megaphone again. "Everypony, ready up. It will be time to move out soon. Fleur, Flash, I want you to organize some search parties." He'd explain more when they were in private. Hopefully their thief hadn't run off too far in such a short time-frame, but with her ability to teleport at will, she could be any number of places by now.

Fluttershy stepped forward. "Um...I..."

"We'll help too," cut in Applejack who carried her lasso at her hip. "I reckon' will need every hoof we can find for this one. That damned book is behind all this, and whenever we find who's responsible, I'll tan their filthy hide myself!"

Rainbow Dash floated beside her with a grin, smacking one hoof into the other. "You said it, AJ! That punk will wish they were never born after we're done!"

Fluttershy swallowed. "Um...I'd like to come, too."

"Well lick my cute little cunt, I might as well come, too." Tree Hugger popped a hoof's worth of pills in attempt to keep her half-fried brain centered. "Whoa man, havin' flashbacks to the day Equestria started to fall. Hope it's not a bad omen, you know?"

Shortly after the assembly was called to an end, the attendees dispersed to carry out their assigned duties. Grumbles sounded at the idea they'd have to ship out so soon, but they couldn't afford to stay in one place for too long. Too many other pockets of resistance had already made that mistake and been wiped out to the last as a result. It was unknown how many other rebels still held out to carry Equestria's dying torch.

Troops lined up before Rarity and her slew of attendants who passed out the enchanted weapons, costume-like armor that was easy to maneuver in, and other various items that they had painstakingly crafted over months. With what limited materials were available they not only had to constantly improvise, but there proved a rather limited number to offer. As a result those who took to the battlefield were provided first dibs. Heraldry inscribed into each item carried mystical power placed by their wizards.

They were now on constant alert. Guards took positions around key areas where the enemy could potentially penetrate the dense forestation that enshrouded the camp. Some ponies started to hastily pack up their tents and caravans.

Unbeknownst to them a dark shadow watched the area from a distance. It perched atop a tree silhouetted by a full moon behind it. War had finally come for the survivors.

*****

Hooves trembled over the stitched up flesh-and-faces which made up the Necronomicon's ebony cover. each turn of the page seemed the ultimate taboo. However it was too late to turn back now even if she wanted to. She'd made her choice. They would understand. Eventually. It had called to her. Told her she could unlock its secrets and complete a spell to travel back in time and save Equestria.

Not that she believed it per say. However she was convinced she could outsmart the tome, bend it to her own ends, use it as it sought to use her. Everypony who'd died so senselessly could be revived. And most importantly to her she could save Sunburst from his terrible fate and make it clear much earlier in life how much she truly loved him.

"You always were an idiot," said Starlight with watery eyes. She wasn't certain whether she was talking about him or herself. She'd teleported pretty deep into the Everfree Forest in case they came looking for her anytime soon. She'd need some privacy to begin unlocking all the secrets buried within. She plopped her rump on an overturned log, turned to a seemingly random section, and started to read the alien words aloud.

So absorbed was she in the moment that the shadow that stalked her almost went unnoticed. Her ears twitched at a sudden unnatural cold which descended over the area and made her bowels turn to water. She clasped the book to her. "No...it can't be!"

The figure that floated in the distance wore a tattered black hood and cloak that fluttered about it. Within the dark shroud she could see the skeleton of a pale unicorn, the hollow sockets of its skull alight with a pair of purple orbs. Despite what little remained of her former appearance, she recognized the countenance of this world's Twilight, or at least what remained of the undead monstrosity, raised by necromancy to become Death.

Bone wings that were no more than intimidating decorations arose from her back, and she pointed at her, the bony horn alight as she readied a spell to strike her down. Rumors claimed she had murdered thousands. Not that any creature had ever survived a direct encounter with the most powerful of the Four Horses of the Apocalypse.

"Fuck this," cried Starlight who attempted to teleport away, only for her magic to fizzle out mysteriously in a bunch of colorful sparks around her horn. "What the-" She raised the Necronomicon in reflex to cower behind it when a blast of energy was hurled her way that could easily vaporize even the toughest pony. She shook under the impact.

The barraged bounced off the supposedly indestructible book which unintentionally protected its new would-be host, reflected back on Death, who silently hurled back as the create barely raised an invisible barrier in time to defend itself.

Starlight immediately rushed deeper into the maze of trees with the book held between her teeth. She ran and ran and repeatedly tried to blink away, but still her spells failed her, and she realized this monster could somehow neutralize her magic with its mere presence. She skidded to a stop as Death materialized noiselessly before her.

She instinctively called upon the book's power, recalled a spell that she'd looked over earlier, and the Necronomicon reacted, a portal opening behind Death, tentacles shooting out in droves and binding the freak into place. She realized that even the Four Horses of the Apocalypse couldn't nullify its almost limitless potential.

Death writhed and failed to teleport from the coils that bound it as Starlight broke into a mad dash once more. Her heart thudded as she galloped onward aimlessly for what seemed like well over a mile, before her attempts at another spell finally kicked in, and she vanished from the Everfree Forest, to some random area far, far away.

Spears immediately surrounded her as she appeared in what seemed to be another encampment. Guards were immediately on alert from the sudden intrusion, the hideout of one of the last collection of survivors discovered. Her first instinct was to simply blink away once more and take her chances back with the demon that hunted her.

But she couldn't run forever. Not when the enemy was out for blood. Plus the sight of somepony she believed dead made her pause. "Fancy Pants...?"

The debonair unicorn trotted up and placed a hoof on her shoulder. "Indeed. Stand down, soldiers. She's one of us." He'd helped evacuate the ponies in Canterlot and had been believed lost when the enemy attacked. Thousands had been torn apart in the bloodbath that ensued and thus he was presumed dead like so many others when he failed to turn up later. She hardly knew him but Rarity always spoke well of him.

He cocked an eyebrow at the Necronomicon. "Gruesome work of art, isn't it? Well, I suppose it's none of my business," he admitted, unaware like the others of what it was. "Follow me. We can catch up in a moment. Consider this your new sanctuary."

"Thank you," she said and trotted beside him. She'd have plenty of time to delve into its secrets later. She was more convinced than ever she'd made the correct choice.

*****

War tossed off his black cloak and descended upon the settlement. His titanic bulk was layered in heavy armor that conformed to red musculature. His nostrils flared as he snorted and dragged a hoof on the dirt, ready to charge in and crush his puny adversaries. His eyes glowed red and fiery smoke billowed from his nose. Metal plates on his back and his helmet were lined in thick spines to skewer those he rushed down.

The earth shook underneath shock waves when he rushed in, and the guards that first spotted him screamed at the monstrous beast that bounded on them, smashing them to a put beneath his hooves when he landed. The beast of prey perked his ears at the sounds of bone cracking, the warm rush of blood that splattered him, the rush of adrenaline as his enemies scattered in sheer terror all he required.

While he considered himself a one-pony army, he knew their numbers would require more than even his might alone, and so he reluctantly accepted assistance from the other Four Horses of the Apocalypse who scoured the land with them, knowing there would be plenty for him to fuck and eat and kill at his leisure.

Famine hovered overhead. The lithe pegasus wore a form-fitting costume under her dark cloak and searched the area with her supernaturally enhanced senses; ever since her eyes had been removed she now hid them under a thick blindfold. Her focus was supposed to be the Necronomicon, and while she'd never directly disobey the mistress, the desire to find Rainbow Dash and prove she was her better overwhelmed her.

Her wings were like a plume made of cold steel razors that shined under the light, her black cape cut in such a way that she could easily expand them from her bareback. Of all the Four Horses she'd maintained her former personality most of all, however twisted it had now become as a result. Sheer egotistical will also made her far more talkative than the rest. "Just wait, stupid bitch. Your sweet little ass will finally be mine!"

Some claimed she overcompensated; most of them died the most terrible deaths she could dish out. She was known to be the most vicious of them all, as even War couldn't match her calculated sadism. She needed to prove to the mistress she was the best!

And on the outskirts waited Pestilence who preferred not to directly tackle the enemy. He was a cowered at heart and he knew it. However he was also quite intelligent and aware of his limitations. Most of the unicorn's body was wrapped up in a mummified manner under his black cloak and he wore a wide-brimmed hat and beak-shaped mask.

He'd lined the sewn-in pockets of his attire with chemicals stored in vials, and likewise potions lined a pair of heavy belts around his waist, materials he used to work his alchemy. He'd finally become the powerful wizard he'd once claimed to be. Starlight would have been proud, if only she could understand what he'd become. He'd surpassed the limits of his supposed potential. He'd let the others do the heavy lifting. In the meantime he'd lay traps and collect the corpses they left for his experiments.

He didn't want to kill Starlight Glimmer, as he loved her even now, much as his warped heart was still able to. He'd prove to the mistress she could be turned to their side. Perhaps she could even replace Famine after this; he detested how base she was anyhow. Maybe he'd set up an accident to finally remove his unwanted rival...

An alarm sounded across the settlement to rally the troops. Screams sounded across the area. A few dozen soldiers and civilians alike laid broken and bloodied into pulp by the time the commanders were able to respond and mount a proper resistance.

Shining Armor stood in his white armor, his two-sided pallid sword and shield marked by heraldry at the read. He inhaled so deeply his muscles puffed up and he met Sunset Shimmer's snout in a passionate kiss. "Cadance, watch over us all."

Dem Bones

Author's Notes:

Warning: This chapter contains Gore, death.

A protracted yawn escaped Trixie's snout when he stretched upon the main neck of the tree-headed dragon that served as her steed. They had landed in a clearing within the Everfree Forest, its overgrowth now spread over massive portions of Equestria. She patted the central head of Spike a couple of times before she hopped down, as did Lavender Lace and Fuschia Blush, who mounted the matching dome's of the beast.

With the sudden confirmation that the Necronomicon had resurfaced after so many years, she wondered if her counterpart who'd stolen it had as well. She would hunt her inferior double from this world down, deliver her to the mistress, and prove her worthiness as second-in-command. She took a moment to admire some skulls hung from a tree, a monetary distraction from a boredom that often consumed her.

She tapped a hoof to her chin. "Hmmm, now if i were me, where would I be...? Probably fooling around with Starlight Glimmer back in her caravan," she mused with a giggle. She looked back to see Fuschia and Lavender making out and shook her head. Those two were insatiable! Probably down to the tentacled creatures nestled in their wombs which stirred their loins up every time they pleasantly squirmed about. She felt a bit of leakage trail down her thighs and sighed. "Later. We have a job to do. I still don't understand why the mistress doesn't simply raze all the areas where the enemy might hide out. That's what Trixie would do. But I suppose she always knows best!"

They were still so busy locking lips that neither paid her any real attention. She sneaked up behind the pair and whapped them both so hard on their asses they yelped. "Come on bitches, time to earn our pay! We'll have plenty of time for that later!" They fell in line behind her as the trio decided to explore the forest. Of course there was always a threat slave traders or opportunists could assail them if they failed to recognize her, but she almost welcomed anypony foolish enough to try, knowing a bit of the old ultra-violence would stave away the anhedonia, plus Spike could always roast them if need be.

They fanned out. Poked here-and-there almost aimlessly. They had already sailed over the vegetation for hours, looking for areas where it looked like survivors might hide, knowing that the likely possibilities had been localized to this section. She couldn't afford to let any of the Four Horses show her up. The Necronomicon had recently been sensed by the mistress nearby. Impatience and frustration soon settled in. "Where could it be...?"

An hour of aimlessly searching passed. Eventually she stumbled upon a shimmer cast from the distance, and charged in, desperate for anything that would sate her curiosity. But when she saw Death constrained by a series of tentacles arising from a portal her heart nearly stopped. She'd never like any of the Four Horses of the Apocalypse, but this one in particular made her shudder, a creature disconnected from baser needs.

She approached one heavy and uncertain step at a time. A part of her considered simply leaving the monstrosity there. Nopony needed to know. But she knew how important Death was to the mistress. She was her masterpiece. Her counterpart from this world warped almost beyond all recognition and transformed into a living weapon of mass destruction that would mercilessly rain death upon all of Equestria.

Death wiggled against its binds, its horn sparkling each time it attempted to cast a spell, only for the magic to immediately fizzle out. Trixie watched transfixed as the skeletal creature struggled for several moments, eyes aglow from its sockets under the black hood, its bony structure mostly devoid of flesh visible under its cape.

She aimed her horn at the tentacles, which flared to life, as she directed a wave of energy at the restraints. They bristled and writhed under the heat, smoked and trashed, but continued to hold on tight, even after a continual barrage that lasted over a minute.

She huffed and readied herself for another blast. "Damn it! Trixie has to admit she can't do this on her own." She cupped her hooves about her snout. "Bitches! Get your cute little buns over here now!" Her shrill holler carried quite far across the forest.

She tapped a hoof impatiently, but thankfully the pair arrived in a short amount of time, and sensing her plan they lined up beside her, readying their own horns. They charged up their horns to the max, unleashed a concentrated miniature light-show, and the tentacles began to char and thrash in a frenzied manner, until they were finally forced to withdraw back into the portal which sealed closed behind them like it was never there.

The now liberated death immediately sailed away into the gloom without ceremony. "Creepy," said Fuschia and Lavender who looked to each other.

"You said it. Oh well. Bored now. Back to work, bitches." Trixie hoped she'd made the right choice. She'd rather not endure her hated rivals, but were she lost there was a chance the mistress would blame her, and her wrath was always terrible to behold.

*****

Smashed and broken bodies laid strewn about like broken toys in War's tireless wake. The first guards foolish enough to oppose him had suffered brutal and meaningless deaths. Blood now soaked his fur coat an even deeper shade of crimson. He lamented that he couldn't draw out their bloodshed, but there were so many other targets to choose from, and most importantly he needed to draw out the leaders of this rabble.

He ran over the earth ponies and unicorns that assailed him, leapt into the air at the pegasi who tried to keep their distance, and body-slammed them with his full armored weight into a ruptured mess under his titanic frame. The earth quaked under his frame. He snorted and dragged a forehoof to kick up dirt and stone, charged at the terrified soldiers, skewered them on the spiny horns that lined his monstrous helmet.

A hail of gunfire and arrows rained over him. Most of the missiles bounced harmlessly off his armored hide, and the rare ones that managed to slip through the lighter portions in the sieves produced little more than small cuts and scratches. He continued to rush into the squads about them, tossed them about in a pink mist that rained with mud and stone all over, the terrified civilians trapped in the middle squashed under his hammer blows. His savagery was such that he'd help inspire many of the rape gangs that now stalked certain portions of Equestra that attempted to emulate his countenance.

At last Flash Sentry and Fleur di Lis made their appearances, rallying another pair of squadrons behind them. He was dressed in golden armor highlighted with scarlet, and she wore a similar design of silver and blue to highlight her elegance, both of them wielding lances that shimmered under the sunlight that peeked in from above.

Flash dove in first amidst a flurry of pegasi, smoldering with hatred, determined to drive the lance through War's skull, even if it cost him his life. The berserker ran to meet him head-on, hurled into the air, and turned his head to one side as he twisted, the enchanted lance piercing his armor and cutting into the meat of his shoulder.

A bellow sounded as War sunk his teeth into Flash's wing and brought him down, his snout holding fast as he tossed the screaming pegasus about in a mess of red, sinew shredding and bones cracking as he tore the wing free. His prey trashed about in sheer agony as the predator gnashed the chunk of flesh-and-bone in his jaws, eating it with a hard swallow that left his flashed teeth stained a shade of vermillion.

A part of him was tempted to obliterate him on the spot, however not only did he prefer to draw out his prey's suffering, but he also wanted to break the spirit of their soldiers. Those who rushed to aid their commander or attempted to stop him were quickly slain. A few of them poked him with their spears, but he dispatched them with ease, none able to pierce more than a couple inches past his armored hide before he ended them.

Suddenly he felt a lance pierce his barrel and exit out the other side. For a normal pony the attack certainly would have proved fatal. With a war cry that made all who heard it shudder, he turned upon its wielder Fleur, who seemed smugly satisfied she'd avenged her fallen comrade. But that quickly turned to terror once he turned on her.

Before she could react he launched a kick that shattered her knee. A shrill cry sounded as she crumpled, her leg twisting unnaturally, as tears filled her eyes and she attempted to crawl away. He bounded over. Stomped on another knee. Watched and listened with satisfaction as the proud mare screamed and cried and writhed like a little bitch.

He casually strolled further into the camp, started to smash open caravans and rip down tents, the strays that tried to run or hide hastily dispatched. The lance still lay embedded in his side. His ears twitched at the approach of familiar hooves.

"War! I have come for you!" Shining Armor arrived in pale armor, his two-sided sword and thick shield at the ready. "Face me you vile coward!" He was flanked by Sunset Shimmer and Trixie who kept their distance once he started to valiantly stride forward.

For a moment an eerie near-silence descended on the area, the two warriors facing each other down in order to decide the camp's fate. They paused for a moment to take each other in. And then both howled as they rushed in at once and their duel began.

*****

Famine dove in like a silent bird of prey, picked off strays with a quiet cackle to herself, a hoof clasped around the mouths of ponies as she skinned them with her razor-sharp wings. She cut their tongues out to all but mute them, sensed their skinned bodies writhing about in a pool of their blood until they mercifully expired. She was always disappointed in how quickly most of them died, but reminded herself they were mere appetizers, a lead up to what she was truly here for. She licked her lips.

Bushels of writhing vines arose from the dirt all over. Whenever a pony stepped on the wrong spot of dirt they were pulled screaming into the earth that opened up beneath them, the dirt closing over their heads as the coils captured them. She scrunched her snout in disgust. No doubt this was the work of that weakling Pestilence. He rarely ever fought the enemy directly, preferring to act from the shadows. She constantly reminded him that he was a third-rate choice for his role; there were plenty of other unicorns the mistress wanted to choose. Unfortunately her first two candidates, Sunset and Starlight, had eluded her, and for some strange reason she was too attached to Trixie to convert her any further. For whatever reason the wizardess amused the mistress.

She sensed somepony familiar slipping between the vines, deftly dodging the vines, hopping past traps to harmlessly set them off, using the lasso held between her teeth to help her swing past the mystical invaders. She pulled small explosives for her belt, tossed them about, and set the plants ablaze in a plume of fire and smoke.

"What's her name again? Applecrack? Applebottom?" She knew this farm pony had become a particularly vengeful vigilante ever since most of her extensive family had been murdered. She applied her own brutal brand of justice to whoever crossed her path, to the point where she'd earned the nickname The Judge, often reading to her victims their list of crimes before she hung them. "Heh, heh...this one will be fun to break." The blindfold fluttered over her eyes when she dove in with a cocky smirk.

Applejack's right ear perked. She was used to the subtle signs of an ambush from all the times she'd been on raids. Especially whenever it was her turn to play the bait. She felt the subtle vibrations in the air before the bird of prey dove in, maneuvered out of the way with a spin, and managed to spare her would-be killer with her lasso.

She was yanked into the air by Famine who hurtled back into the sky far above the camp. Tree limbs cracked and leaves were cast about when she rose higher-and-higher. "Impressive!" She swerved to avoid the bombs hurled at her that erupted in fiery explosions about her. She swung the earth pony about, who held on tight the entire time, eyes ablaze as she single-minded lobbed tiny bombs from her looped belts.

The psychotic pegasus raced onward. With her high speeds she had intentionally ruined numerous crops, causing natural disasters of all sorts, determined to live up to the namesake her lovely mistress had bestowed. When the old rivals were Lightning Dust and Rainbow Dash they were adrenaline junkies, both well-suited to this hellish new world. But now she had finally surpassed her. Become a creature far beyond any mere pony. She would prove it once Rainbow's allies all lay dead at her hooves.

However that sort of cockiness was familiar to AJ who'd seen it so many times whenever the weak were bullied. She'd handed so many raiders a taste of their own medicine at the end of her lasso. This time she waited for her moment, when Famine dropped her defenses for the briefest second, and launched a special bomb reserved for special occasions. The tiny metal orb appeared to sail harmlessly by Famine.

Immediately afterward it ignited into a blazing inferno that shook the skies. The psycho shrieked as tiny splotches of molten fire landed on parts of her lithe frame, skin sizzling and bubbling until it popped wherever it touched. "Okay you inbred cousin-fucking mud pony hick, you've really asked for it now!" She spun at the highest speed she could manage. Slammed AJ into a thick tree trunk with a satisfying crack. She watched the unconscious earth pony slide down limp and fall with a trickle of blood left behind.

"Aw, did I scramble your little luddite brain? Too bad," she said beating her metallic wings as she hovered in place. Not that any of the Four Horses of the Apocalypse needed such things to fly after the powers their mistress had bestowed, however certain old habits from her former life died hard even now. She descended on her victim.

A colorful trail cut across the sky as Rainbow Dash intercepted her. All her usual cocky humor was wiped from her face as she said, "Why don't you try me on?"

Wisps of acrid smoke rose from the burnt spots on Famine who smirked back. Luckily for her most of the damage was superficial, as her spin shook off most of the molten fire before it burnt too deep. "I was afraid you'd never show up! Wanna race?"

"You're on!" Rainbow Dash immediately hurtled off.

They decided to play chicken. Pushed themselves to insane speeds, deliberately flying low, dodging between the thick tree trunks, seeing which of them would slam into one first. All it would take is the slightest slip-up and the sudden impact could potentially cripple or outright kill them. In truth Rainbow Dash knew she was outmatched; the enhancements made to her rival had pushed her beyond mortal limits.

She was toying with her. Wearing her down until she claimed her prize. "Hey Dashie, remember what happened to Scootaloo? It's a shame you weren't there when she needed you most! She always wanted to fly so I granted her wish! I busted those tiny little wings, carried her high as I could go, flying faster-and-faster, until the little shit was pissing and shitting herself, sobbing like a newborn as she begged you to come save her! She never lost faith in you all the way up until I smashed her face into a cliff..."

Rainbow knew she was trying to piss her off, and for a scant moment she almost succeeded. But she couldn't afford to let the anger overwhelm her. She had to find some way to beat this monster no matter what the personal cost might be.

"Or how about those ineffectual losers the Wonderbolts? They were charred to a crisp almost instantly when they tried to take on all those dragons! That's when one of the Rainbow Dashes rushed in, performed the most epic Rainboom that Equestria ever saw, and took a huge chunk of the horde with her! Nopony knows what happened to that Dashie. Maybe she destroyed herself in the process, or even traveled in time far into the future! What do you think? I've heard some pretty wild theories...."

Normally Rainbow would have shot back a one-liner or otherwise taunted her, but she was oddly focused on beating her in this race, hoping she could reach some form of absolution. She wished her parents could have seen her now.

What she didn't expect was a storm of bladed quills hurled her way. Famine spun and launched the barrage from her wings. They moved so fast a scream sounded, so quick even Dash struggled to see them, and while she weaved and dodged most of them, a few pierced her skin, pinning her with a shriek to a tree trunk. She desperately tried to rip herself free only to realize an embedded razor feather had pinned her plume.

Famine floated before her. She stroked her cheek with a hoof. "I wonder, which Rainbow Dash are you? And which one died that day in a failed attempt to save Equestria? Would the other one have succeeded where you've failed now?"

While she had been asked which Dash she was many times, she'd never answered, not even to her dearest friends. They'd tried to test her on various occasions but she simply evaded their questions or shut them down. It didn't matter whether she came from Equestria or that other world. What mattered is the close bond they'd formed. They had even become lovers for a short time before they mutually decided a close friendship was better. She closed her eyes in remembrance of her spirited double.

Famine patted her cheek. "Oh, how I'll relish this moment..."

*****

Meanwhile it was Pestilence who used the vines under his control to invade the innermost depths of the camp where the civilians, the breeders, and the wounded hid. A final defense was laid out in case the enemy crossed into this area. An entire zoo's worth of animals under Fluttershy's command waited around their caretaker, and Tree Hugger who wore an open vest covered in various buttons. Nurse Redheart and the other medics kept watch over her patients, which included a strapped-down Pinkamena.

Further back lined the barracks where the younger soldiers trained. Many of them were born from the mares Shining Armor had bedded. A force that trained in order to impress their mostly absent father who was too shame-stricken to meet with them. He couldn't bear to see them turned into an army now, felt that he was responsible for all that had happened. The foals and fillies took up arms in preparation for a potential battle.

He continued to uncork more potions from inside his heavy coat pockets, emptied their bubbly contents onto the earth, and watched more vines instantly sprout. Some were covered in poisonous thorns to match his aesthetic. He'd earned his reputation by contaminating bodies of water, including the water supplies that the survivors depended on. He'd wiped out entire towns in his time without a second thought.

All that truly mattered is that they served the mistress now. The sooner they finished this the better. All he needed do was eliminate anypony he crossed paths with, collect what bodies he could for his own research, while the rest could be used as raw components for his alchemy. Most importantly he needed to find Starlight Glimmer before the others killed her. He could still save her. Still make her one of them once she understood.

Innumerable vines arose and moved in. They plucked up and seized dozens of ponies before they could even react, crushed them between their coils, or punctured them with spines that filled them with poison. He closed his eyes and tried to block out the unpleasant screams. Told himself this was necessary. The animals moved to protect the ponies, bit and scratched and tore into vines which split apart in messy sprays of clear fluid, but for every one they felled several more were quick to replace them.

He'd leave them to their work. He trotted away and continued to spill more contents from bottles onto the dirt wherever he waled. He still had a score to settle with Famine...

Wild Hunt

Author's Notes:

Warning: This chapter contains Non-consensual sex (Female-on-female, male-on-male, female-on-male), blood/gore/death.

Shining Armor almost buckled under the force of impact. He raised his shield each time his nemesis charged or struck with hooves and horns from a thick helmet, answered with blows from his pale sword which cast a shower of sparks. His soldiers knew better than to interfere. This was a duel between the most masculine stallions in Equestria. He was a potent symbol of the resistance that inspired others to never abandon hope.

In contrast the Four Horses of the Apocalypse were carefully crafted to induce terror. It was one of the reasons why their creator had chosen a representative from each type of pony; to make it clear that no tribe was safe from this perversion caused by the blackest arts. It had taken over a year to fully transmute each candidate into their current state.

His troops and the few civilians that peeked from their shelters took in the clash that unfolded. War would pull back, and rush him again-and-again, nearly knocking the unicorn from his hooves as small cracks appeared across a once pristine suit of armor and shield that were now matted in blood and grime. His sweaty muscles huffed under the enchanted suit of pale steel. He'd started to tire after over a half hour of non-stop combat.

However his enemy seemed to have no end of stamina, attempting to rush him down, and all but ignoring the mostly glancing blows he rained back with his broad blade which cracked the spine-covered armor. He saw his lieutenants from the corner of his eye, which included Sunset, Trixie, and Rarity. They all depended on him. He shouted and redoubled his efforts. Landed a blow aided by telekinetics on a helmeted skull that rattled War's brain.

Trixie felt a hoof clasp her own and turned to look at Sunset who watched transfixed with pursed lips. "Hey, don't worry." She said it for all their benefit. "He's winning!"

Sunset shook her head. "I can't help but have this terrible premonition. Should we lose here...all of Equestria might finally fall." She raised a hoof to silence Trixie before she could interject. "I have to put aside my personal feelings and consider the future. Just in case we don't make it, somepony has to be out there to carry on the torch."

"Who...me? Um, I mean, of course Trixie would be happy too!" She raised her snout upwards with a hoof to her bosom, tried to look and sound far more confident than she felt.

The shrill ring of metal-on-metal sounded as they talked. "This is serious, Trixie." She offered her a satchel she unstrapped from around her barrel. "Here's some supplies, including some of the stuff you use for your usual tricks. I made up a survival kit."

Trixie accepted the thick offering, tested its weight, and rifled through its contents. "You expect me to do this alone?! Not that I'm not up for a challenge, but-"

"Of course not. Rarity. I want you to support her."

Rarity narrowed her eyes. "Now wait a minute! I want to protect this camp too-"

"And you will. This is far more important than another able body on the battlefield. Somepony has to track down Starlight Glimmer and the Necronomicon, not to mention any other potential allies we can find. Look at how much we've already lost today. We won't last much longer like this. Always on the run while the enemy hunts us down..."

She shook her head. "I've prepared a small squadron of elite guards to protect you. I'd send Flash Sentry and Fleur di Lis, but..." She looked bleakly at the badly wounded pair who'd been dragged from the bloodied and torn battlefield by fellow soldiers. "Same with Applejack and Rainbow Dash who are protecting the middle section, or Fluttershy and Tree Hugger, who are towards the back. A small party should be able to slip out, hopefully unnoticed. I only hope there aren't any nasty surprises waiting outside the camp."

"As you wish. But I don't have to like it," said Rarity. It was a half-baked plan born of desperation. However it was true that their camp was compromised, and there was a chance the invaders would wipe them out to the last pony. "Let's move out."

Sunset wrapped her hooves around Trixie, met her snout in a deep kiss, then turned to Rarity and warmly embraced her. "I love you both. And I have faith in my beloved," she said with moist eyes. "But I.... It's like when I broke the mirror that connected the two worlds. It pained me to know I'd never be able to return, but I have to do what's best."

"And I'm certain you will," said Rarity. "Take care, Sunset Shimmer."

"I'm sure this won't be the last time we meet. I'd stake my reputation on it," announced Trixie with a flourish of her starry cape. "Well, what's left of it, anyhow. But I'll do whatever it takes to rebuild it, wait and see! Guards, find us a path out of here!"

She took a meticulously drawn and extensive map from the satchel. Notes were made about potential places survivors could be hiding, and likewise where the enemy's hideout was likely to lay. Particularly dangerous areas were also marked. It appeared that entire bodies of land had sunk ever since Equestria had been altered. For all they knew this vast body of land was all that remained aside from seas that were permanently contaminated.

The small entourage slipped out of the camp, carrying their last hopes with them. Whatever awaited them out there, she'd have to be ready to face it.

*****

Rainbow Dash strained as she slowly felt herself bleed out. Her head swam and her thin limbs grew heavier. Her breast heaved and slowed, and she almost blacked out several times, only for a hoof to slap her back awake. The tree trunk was cold upon her back, or maybe it was the cold she now felt all over, only offset by her own warm blood.

Before her Famine hovered in place, met her snout, nibbled upon her lips in a playful manner. "Just lay back and enjoy it! I'll make you moan like a filly in her first heat..." She clasped the zipper of her costume which started at the neck, slowly drew it down to reveal the supple skin covered by a thin layer of fur underneath. She moved it further until her small but incredibly perky tits plopped out, then exposed her already wet snatch.

She eagerly raised one of Dash's dangling legs, pressed their sticky clams together, and with a grunt started to grind upon her, soaking up the warmth and musk she emitted. "Like that, slut?! You like being my little bitch?! Of course you do, you second-rate little-"

"You're...still an overcompensating...tryhard...even now..." She tried to stay focus even as her lithe frame started to numb. She felt their teats rubbed upon each other, their erect nipples dance and kiss, and she instinctively clenched her anus and pussy in response.

Famine molded her petite but well-rounded buttocks. "Talk smack while you still can, because once I've shown you all the pleasures I can provide, I'll introduce you to all the pains, too! Maybe I'll skin you alive while I fuck you senseless..."

Rainbow refused to be intimidated. She wouldn't try to plead or bargain. That wouldn't work with this monstrosity anyhow. She'd simply meet her end with all the dignity she could muster in this situation. She refused to even so much as shed a lone tear before her.

Her one regret was that she couldn't avenge all the victims that Famine had claimed. For all she knew Applejack now numbered among them. She counted Lightning Dust with them; she wasn't the same pony anymore. This was simply a warped monster that wore her skin.

Her eyes drooped heavily. Her mind started to blank. The last thing she saw before she drifted off one final time was a number of wiggling vines, which rose behind Famine, and ensnared all her limbs and throat, oozing a vile substance that dripped over her.

The pegasus screamed and screamed as the noxious poison they secreted entered the wounds left by AJ's molten bomb earlier. The clear substance quickly entered the monster's bloodstream and paralyzed Famine as she slumped down helplessly.

*****

Nor would Famine be the only victim claimed by the vines today; far from it as they continued to spread over the camp. Pestilence watched from the shadows while they did their work, used his magic to help manipulate them, as he could tame his creations, and force them to act however he pleased. He had no idea where Death was but hoped the mistress would accept the loss of one from their foursome. For now he would aid War in his conquest, despite his barely contained contempt for barbarian berserker.

The earth shuddered and fissures opened up all over the camp, emerald vines arising from the dark holes to seize whatever ponies they could find. He decided not to kill them immediately despite how efficient that would be; he understood War's distasteful plan to break the resistance leaders before their followers. Perhaps they would leave a few scattered survivors to spread the message of the horrors that awaited those who resisted.

Sunset's eyes widened. "Shining, watch out-" A coil suddenly seized her, lifted her easily into the air, and held her in place. Tinier vines coiled around her horn and made an attempted spell fizzle out. She screamed in fury and thrashed about.

More of the alchemical creations wrapped around Shining Armor, yanked the sword and shield from him, and the spell he aimed with his horn misfired into the distance, as War slammed his full weight into his armored chest. He tumbled over and rolled, until he came to a stop on all fours, constricted into place by the vines which wrapped around all his limbs. They spread him apart as smaller ones encircled his horn too.

He shuddered when they started to remove his battered armor in an almost mischievous manner, until they denuded the perspiration soaked muscles beneath. Like Sunset he screamed helplessly and hatefully, repeatedly tried to fire off a spell to no avail, as his limbs were spread wide. His allies were wrapped up and locked into place as they were forced to watch the perverse show that was about to unfold before them.

His eyes turned to saucers as a weight fell upon his back, War mounting the unicorn who grit his teeth, feeling an erect phallus settled between his muscular buttocks. The thick slab of meat lined up with his dark taint, and he cried out despite himself once it pushed its way inside, quickly bottoming out inside him. The brute rarely ever uttered a word, let-alone a full sentence, but he hissed, "I'll break that tiny lil' hole like you're a mare in heat."

Grunts escaped War each time he thrust into his helpless prey whose flesh quivered under the brutal impacts. A trickle of blood dripped from a partially torn rectum and dripped down his loins and testicles. He tried not to sob before his followers and failed, but even worse was the physical reaction once his cock unsheathed, and his cheeks reddened as he whimpered and precum dripped from his flared tip. He knew it was purely a physical reaction and yet he couldn't help but feel ashamed and humiliated anyhow.

War had decided to rape the symbol of the resistance into submission in order to break their spirits and assert his dominance as the most masculine stallion in Equestria. The beast of prey wanted to fuck him to death like he had so many other stallions and mares; however he still remembered his orders to bring him in alive and reluctantly obeyed. He bit him on the nape of his neck to make him squeal like a horny filly, slapped his hooves on fleshy flanks that shivered under the impacts.

His bitch was crying as she watched horrified at his lost dignity. When he was merely Big Mac, he'd been too shy to pay much attention to most mares, let alone mate with one, until Sugar Belle entered his life. But she'd been one of many lost in the purges, and with the loss of most of his extensive family, he'd been left broken and hollow, in such a vulnerable state it was easier for the mistress to warp his kindness into malice.

"N-no...ah," cried Shining Armor who silently pleaded for the onlookers to turn away. His nethers violently throbbed, until he felt the heat rush up his length, an explosive series of cumshots unloading from him as he closed his eyes and moaned. "Ugh...s-stop..."

The bucks slowed to a stop as War seized his blue mane, forced his head down, and rubbed his face into the pools of cum he'd left. "Lick it up or your bitch is next."

He doubted the barbarian would keep his word. However he hoped it would at least buy time. His tongue trembled as he planted it in a thick white pool, and he slowly lapped it up. The salty taste wasn't completely unpleasant despite the terrible circumstances.

The vines started to tighten around the observers, to the point where Sunset feared she'd pop. She blubbered uncontrollably with the realization that this was most likely the end for them all and whispered, "Shining, I...I love you so very much..."

Suddenly the constraints fell away as the vines all went limp at once for reasons he couldn't understand. However all that mattered now was the opportunity this presented. Sunset locked her aura around the sieves in War's armor, widened them so that the lighter chain mail underneath that covered the red musculature lay exposed.

Shining Armor levitated the heavy sword into both his hooves as he spun onto his back, swinging with all his might amidst a war cry. War failed to react in time as white steel met flesh, cutting into meat and bone as blade connected with throat, until he cleaved off the abomination's head which rolled amid a bloody spray. The titan's bulk wobbled for a moment only to collapse with a thud. He panted, white fur soaked a shade of red.

*****

Pestilence froze as he felt a cold sword at his throat. It bit into the top layer of flesh, left a warm trickle down his neck. A very feminine voice tittered in his ear. "Call the vines off or else I'll crush your teenie-tiny-testes!" A hoof tightened around his balls and squeezed hard enough to make him yelp low. He immediately did what she commanded, willed the vines to stop, and they all collapsed simultaneously under his mental instructions.

"Take your mask off!" He carefully removed the bird-like mask and attached wide-brimmed hat, and underneath a rather weary Sunburst otherwise looked perfectly normal. His captor spun him around and he came face-to-face with the crazy-eyed Pinkamena.

"Now take the rest of your clothes off too!" He did as she demanded, his cloak and coat tossed aside, until he stood completely bare. She looked him over in approval.

In the midst of the chaos she'd somehow squirmed out of her many restraints, scooped up one of the swords from a dead soldier, and cut down the vines that assailed the furthermost quarters. She tilted her head to one side, her straight hair trailing about her. "Time for a nap," she announced before her snout met his in a deep passionate kiss.

He shuddered in confused ambivalence. He'd only had sex with Starlight because she pushed him into it. Not that he found her unattractive, but the act of mating always seemed creepy to him, the way bodies locked and smashed together, getting wet and hard until one lost control to base desires.... However there was little time to ruminate over that.

She'd slipped some sort of chemical into him when they traded saliva. His limbs became heavier by the second, his senses dulled, and he crumpled paralyzed before the crazed pony. She spread her hindquarters and lowered herself onto his stallionhood. Despite his reservations the slightly bent and thin length reacted to the brush of her wet slit. She brought her weight down and directed his meat into her slimy clam until she took his entirety. Her walls enclosed around him, helped suck him into her love tunnel.

She took his hooves and placed them over her ample buttocks, dragged herself up-and-down his body as she humped him, her swollen teats smooshed and brushing hard with her pokey nipples over his torso. Other than the multiple times the mistress had him raped to help break him for his conversion into Pestilence, he hadn't been laid since, or even so much as masturbated to relieve his pent up desires. As such it didn't take but a couple minutes before he lost it and whinnied as he packed his hot seed into her womb.

With a tee-hee she turned so that her ass faced him, offered him no rest as she started to rise his partially erect member once more, her ponut contracting in rhythm to her hip sways. "Whee! Enjoying the ride? Of course you are!" She bounced atop him until he went fully erect again, unable to hold back his physical responses.

She scooped a hoof into her cunt and licked up his seed. Then she plopped her wide asscheeks down on his face, the soft and pliable flesh parting wide on contact. She mashed her wet pussy and asshole all over his snout, giggled and snorted at his muffled reactions. He lost track of the number of times she took him, until he was completely spent, and eventually he collapsed into a fitful slumber.

Picking Up The Pieces

Author's Notes:

Warning: This chapter contains Female-on-female non-consensual sex, futa, tentacle sex, blood/gore/death.

The ruins of the camp settled down once the invaders were neutralized. However the devastation they left in their wake remained visible all over. Sunset Shimmer instantly galloped over to Shining Armor's side, tenderly wiping the blood that matted his coat. Her ears flattened and she frowned as wails sounded all around them. She couldn't even begin to take stock of what losses they had suffered today.

However she knew they couldn't afford to drop their guard yet. This might be the first wave of an extensive assault. She knew if Spike made an appearance they could be wiped out instantly. "We don't have much time. We'll have to move out soon as possible, maybe even split up. They can't hunt down all of us...I hope."

"I'll help restore order here," he said. "You should check on the others."

Sunset nodded and planted a peck on his cheek before she headed off. She'd placed her faith in Trixie and Rarity to help carry the torch. By now they had likely made some headway on their trip. It was now a race to find Starlight Glimmer and the Necronomicon. Should they fail Equestria was most certainly doomed.

She took a moment to check in on Flash Sentry, who stared blankly into the distance with the loss of a wing, and Fleur de Lis who had mercifully fallen unconscious. The mages and medics tended to them and the other wounded the best they could. Tents were ripped down, caravans smashed and overturned, and various bric-a-brac were scattered across the torn and bloodied earth. From the forlorn faces that looked her way she realized how well War had done his work; morale was at an all-time low.

But the worst awaited her further in. Fluttershy sobbed over the innumerable corpses of her crushed and torn apart animals, the ones that survived and Tree Hugger doing their best to comfort the stricken pegasus. A number of cadets that were little more than foals had also been slain amidst the bedlam. She turned away from their broken bodies.

When she arrived at the tent where the pregnant mares and the newborns were kept under constant guard, she saw the bloodied tents surrounded by the pulped bodies of the soldiers, and stopped beside Nurse Redheart, covering her mouth in horror. She dared not look inside. "No.... Are there...are there any survivors...?"

Silent tears rolled down Redheart's face when she shook her head. "This could mean the end of all ponies in Equestria. Bastards! I took an oath to preserve all life, have even tended to our enemies before, but after this atrocity.... It's unforgivable!"

She held the nurse to her bosom and stroked her mane as she wept into her fur. For several moments she simply did her best to console her, but her ear twitched when she heard a rustle nearby, and turned to see Pinkamena approach, dragging the unconscious body of Pestilence behind her. "Pinkie?! What the-"

"Look at what I found! Don't worry, he's only unconscious!" She snickered and produced a hypodermic needle from seemingly nowhere, squeezed it a couple of times which shot out bits of clear liquid. "Sunburst here should sleep like a newborn for hours! Maybe there's even a chance we can turn him back to our side? What do you think?"

Nurse Redheart bristled. "No! He should be tried for war crimes!"

A number of orderlies spotted the escaped Pinkamena and rushed her from all sides, attempted to grab and drug her, but she giggled and danced between them with almost casual grace, watching the ponies stumble and crash into each other. "Hee-hee! Too slow!" She tripped them, tickled them, smacked them playfully on the backside, but took special care to make certain all of them remained unharmed.

"Stop! I don't think she's dangerous to anypony," said Sunset who approached the worn-out group. "Take the prisoner in, but don't harm him, either." She nodded to the soldiers nearby who saluted and filed in to obey her orders. They wanted his blood badly after all they'd witnessed today, but they were intensely loyal to her word nonetheless. "Pinkamena, will you help us? We could really use all the support we can find."

"Okie-dokie-lokie!" The pink mare already seemed to be off in her own little world. While most considered her too much of a risk to run loose, as she remained unstable and unpredictable, she'd never once harmed one of them. However she was an absolute psychopath when it came to the enemy. A weapon she had no choice but to exploit. It pained her to see an old friend like this but she saw no real alternative.

*****

Once word reached Shining Armor he immediately payed the wreckage of the hospital a visit. His stomach turned at the carnage on display, only partially cleaned up, as his followers struggled to prepare before they moved out. It had pained him to see his offspring become soldiers and so he'd tried to avoid them until now; unfortunately almost all of them had been viciously wiped out by the invaders.

He walked in a daze and recalled the day when news reached him that Cadance and Flurry Heart had been lost with the Crystal Empire. Usually he'd turn to Sunset Shimmer for comfort, but she had her own duties to perform. He spotted Nurse Redheart standing beside one of the caravans. She waved him over and he trotted to meet her.

He immediately turned to business. "What's the death toll?"

"Indeterminate so far, dear. However we've lost more than half of our populace at least. Among those numbers are Applejack and Rainbow Dash." They bowed their heads as one for a moment of silence. "That's two of our best warriors down. However we also put an end to War and Famine, and we've captured Pestilence, too."

"A small comfort. What about Death?"

"No idea. Nopony saw your sister.... I mean that creature." He still didn't understand all the details behind how both Twilights had died. Nevertheless their loss weighed him down. "Perhaps it escaped from the war zone? Or maybe even awaits us nearby?"

"Twiley," he murmured and looked away so that she wouldn't see a tear in his eye. She pressed closer to him and wiped his eye with a pained smile. He wrapped a hoof around her and drew her close to his muscular chest without thinking. "Oh! S-sorry."

She reacted on instinct and leaned in as she kissed him. Their hearts raced. She slowly drew back, the pair connected by a saliva string. She took his hoof and hastily led him behind the caravan where they would have more privacy. "You still have an open relationship with Sunset, correct? I've always been curious about you."

"We shouldn't. There's so much to be done..."

"Please. I need this and I think you do, too. Indulge me. I promise you'll like it." She undid her bun to let her soft pink mane down. "I always believed it would be unprofessional to sleep with you, so I held back, no matter how much I always wanted it."

"You are quite beautiful," he admitted.

"I bet you say that to all the mares." Yet her smile widened anyhow. "Relax Captain and let me handle this." She opened up her medical kit, dipped a washcloth in a salve, and massaged out the stains in his fur coat. He relaxed under her tender touch which was so delicate he couldn't help but remember how his wife often tended to him.

He was still rather sore but the knots in his muscles soon started to relax. "Mmm," he moaned low. She unknotted his broad shoulders, traced down his powerful back, then dared even further, coveting the feel of his buttocks under her strokes. She curiously touched his dark sheath and felt his stallionhood slide free as it contacted her hoof.

"No need to be shy," she whispered in his ear. "I've seen it all. Every portion of a stallion's or mare's anatomy in every position you can imagine." She produced a speculum from her kit. "I'd like to think they're all lovely, in their own ways."

She removed a blanket and placed it over the dirt. Gently she pushed him onto his back, inserted the speculum into her pussy, and opened herself wide as she could with a moan, her pink flower already moist in anticipation. A trickle of liquid oozed from her visible cervix. "I want to watch you cum inside me," she admitted with a mild blush.

She straddled him, took his cock within one hoof, and lined it up with her vagina, using it to trace her slimy walls. She leaned back as she spread her legs and twisted her hips, using his dick to trace her shuddering foalhole. An aura surrounded her generous teats as he used his magic to knead and bounce them. They flushed and panted, both teased by their partial union, unable to fill her no matter how much they both wanted it.

"Ah...I...I want to be completely inside you," he whined.

Redheart shook her head no matter how nice she knew it would feel. "L-later." She planted his hooves on her ample buttcheeks. "Please, empty all your foalbatter into me! Make me your mare!" Her playful dirty talk caused him to lose it.

She watched his white spunk paint her pink cavern in thick splotches that continued to fire off. "Yes," she cried lustily and felt her own dam break as she cast back her head and mane with a flourish, eyes closed as her cunt contracted and she erupted her own marecum all over him. She watched their fluids mix in open fascination.

Before he could take a moment to recover, she popped the speculum loose and tossed it aside, before she hungrily took his partial hardness into her, squeezing her snatch hard around his stick. She dragged her breasts over his torso as she leaned in and locked tongues with him. In mere moments he was fully erect once more, and she repositioned herself, until he bottomed out inside her. "Ah," he cried as she tickled her cervix with his flared tip. She snickered. "Isn't anatomy wonderful, dear?"

"Yes. A mare's soft and supple body is the most wonderful thing ever conceived." He moved his aura elsewhere, traced the circumference of her ponut, and she clenched with an eep in surprised as her butthole clenched hard around the magic that explored it.

"Naughty, naughty!" She flushed deeper but didn't resist as he worked his way further up her hot pink sphincter. She came a little more and dripped down his dark and veiny pillar of meat. Her teeth closed around his lower lip and nibbled on them.

"Fill up my uterus. Fertilize me," she hissed in a sultry tone. "I want to help repopulate Equestria, too." She basked in the hot cock that popped inside her. Spunk unloaded deep into her marehood, and her walls clasped him hard, her cries added to his own.

She slumped atop him. He pulled her close and stroked her tresses. They remained locked together afterward as the lovers basked in a shared afterglow. "You weren't kidding. Don't take this the wrong way cutie pie, but I figure you're either quite experienced at this, or you've hit those sex education books pretty hard."

"A little of column A and B," she admitted with a titter.

So lost were they in their union that they'd failed to notice a dark shadow atop the caravan. It sensed something familiar about the stallion below, but those memories were so dulled and distant, the creature failed to realize what it meant.

All that mattered was the mission's completion. It seemed unlikely the Necronomicon was here anymore and the extermination of the resistance could wait. A tattered black cloak fluttered about Death when it swooped in, levitated Redheart and tossed her aside, and surrounded Shining Armor with an aura as it seized him.

"T-Twiley...?! If any part of you remains-"

Before he could finish the sentence the pair of them instantly blinked away. Nurse Redheart called to him but realized she was far too late. It was another terrible blow struck at the heart of the resistance, which continued to die out by the day.

*****

The small party maneuvered through the Everfree Forest. Night had started to fall while they walked, and strange noises were carried from the distance, which made Trixie pull her wide hat down. They moved in silence between the trees surrounded by well-armed and armored troops. She repeatedly poured over the detailed foldout map.

At times like these she missed her caravan more than ever. She was homeless and all but aimless once more. Rarity's lips were pursed as she helped keep watch, trotting beside her with her mind obviously elsewhere. They'd never really been friends and time hadn't improved that. Time to break the ice for better-or-worse, she decided.

"So..." She wanted to kick herself for starting a sentence before she knew what to ask. She didn't want to bring up anything that could drudge up terrible memories. So that meant no family or romance. "Do you like my outfit?" She wanted to slap herself.

"Hmm? Oh yes, darling. I'd certainly hope so since I customized its interior pockets myself. I take it the work is to your taste," she said, making polite small talk.

"It's wonderful! The hat, too! It fits perfectly!" She took a moment to pose in it and show off. They started to pass her up, barely paying any attention, and she dashed to keep up. "You always make such lovely costumes, worthy of a mare like-"

The soldiers stopped dead, readied their weapons, and closed in around the pair, ready to defend them. Trixie dug into her bag of tricks, which included a series of smoke bombs and rockets, steeling herself for whatever came their way. Likewise rarity's horn lit up in preparation, drawing dozens of tiny needles from her purse which she levitated around her, ready to hurl them into the eyes of anypony that dared cross them.

Their blood froze as a rush of wind tore limbs and leaves from the trees. A dark shadow blotted the area and obscured the pale moon. The three-headed abomination loomed overhead, and descended, smoke billowing from its nostrils as it inhaled deeply.

They screamed when its main head opened its throat, unleashing a pillar of fire which enveloped the travelers. Trixie barely managed to throw down a smoke bomb in time, grabbing Rarity by the hoof, as they vanished and reappeared a short distance away. Their guardians weren't so lucky as an inferno consumed the shrieking stallions and mares, reducing them to charred skeletons that burned twisted shadows upon the earth.

Rarity hyperventilated as she stared up at the abomination, remembered the day when the Crystal Empire fell, a horde of dragons led by this creature who had become their alpha. She touched the heart-shaped stone on her bosom. "S-Spike..."

Trixie desperately reached for whatever she could find in her satchel only for a zap to burn her hoof. "Ouch!" She stared back at her cocky double who had hopped down, flanked by Lavender Lace and Fuschia Blush, whose own horns were lit up at the ready.

"Well, well, well.... So you're alive after all," the other Trixie said as she stalked forward. "Beautiful, isn't she? Of course not quite on my level! Bitches, restrain her!"

A mass of tentacles arose from the nethers of her minions and coiled around the witch. She felt them rip away her cape, hat, and satchel, cursed at the familiar situation. She thrashed and squirmed despite the realization of how useless resistance was.

Rarity snapped back to her senses and tossed a storm of needles at such speeds the eye couldn't follow. However the abomination reacted instantly, his leather claw opening, as the tiny pricks embedded themselves into the soft portions of his leathery flesh.

"I know how fond of each other you used to be. She's all yours to do with as you wish, Spike." He wrapped his other claw around Rarity who trembled violently, flashing back to the day when he'd eaten Coco Pommel and Sassy Saddles whole in an instant.

Rarity felt her mascara run as she closed her eyes. "S-Spike...make it quick..." He studied her for a moment then stomped deeper into the forest.

"Looks like lover-boy wants some privacy! I wonder what he'll do? Eat her? Mate with her? Maybe both, but hopefully not in that order!" She cackled. "Time to show you some of the improvements the mistress made! I'll show you who's the real Trixie!"

The mad witch's nethers deformed until a sheath complete with a stallionhood arose from atop her vulva. Lavender and Fuschia revealed their own cocks which already dripped precum at the idea that they'd be able to break in another slave. Tentacles continued to arise from the trio's slits, locking around their prey's limbs and horn.

Her doppleganger impaled her cunt with a crazed smile, while Fuschia claimed her ass, and Lavender her mouth as they stuffed her full. They violently placed hooves on her, smacking about her teats and rump, driving her snout to the hilt. She went slack. Tried to repress the physical sensations that alternated between pain and pleasure. They could ravish her all they wanted, but she told herself she didn't have to like it.

The real horror started when another thin series of tentacles started to crawl up her cunt and asshole. They wiggled in deeper than she'd ever felt, explored her in ways she never could have imagined, until they tickled the entrance to her cervix, then slithered their way inside. "Mmmph," she moaned as the most powerful series of orgasms she'd ever felt reverberated throughout her entire frame. her limbs shook as her asshole contracted and her pussy winked under a tsunami that exploded from her fuckhole.

"I think she's ready, bitches! Give this filthy slut what she deserves!" They hilted her at the same time and unloaded wads of sticky spunk into all her welcoming holes. She could mentally resist all she liked but her body proved quite eager indeed. They moaned until their balls were emptied, filled their prey until her belly swelled up. The excess erupted from her snout's side, nostrils, her taint and rectum. They dropped their broken toy. Squeezed the remnants of their semen from their penises onto her body.

Trixie laid in a heap and wept. "Can't...fail now..."

"I hope the mistress will let me keep you as my personal slave." She slapped her double on the cheek repeatedly with her cock. "I'll fuck you every day until you learn to love it..."

Suddenly a wall of flame rushed over the troika. The other Trixie barely raised a small dome that served as a barrier in time, and the fire deliberately missed her twin, but Fuschia and Lavender barely had time to cry out before they were torched, turned to piles of ash as their partially burnt witch hats drifted down where they stood.

The crazed Trixie cowered against a tree trunk as the abomination lazily stalked towards her, the main head now ridden by Rarity, who appeared to be his director now. "Spike! How dare you turn on me! Heel, beast! I'm supposed to-"

A solitary claw shot out and pierced her midsection. She stared in wide-eyed disbelief, stared down at the nail that pinned her there, and vomited blood when it withdrew, tears falling down her cheeks as she slumped onto her rump. She desperately pressed her hooves to the wound which continued to ooze out. "H-help me..."

Trixie ran to her counterpart from that other world's side. She wrapped her hooves around her to hold her, stroked her mane and kissed her on the temple, knowing she wouldn't last much longer. "It's okay," she cried. "This is all a bad dream..."

"I'm...so cold..." She closed her eyes a final time and her head slumped down.

Rarity hopped down from her steed and stroked his leather cheek. "Forgive me. I know they were important to you, but it had to be done. They were victims too of that unspeakable monster. Just like my dear Spike." She pressed close to the tamed beast.

Trixie looked to the hats that sat atop the ash piles, tiny flames still dancing atop them, and nodded as she wished they could have been friends. "So is Spike...?"

"He's all instinct now. No more than a shell of what I loved. But his present saved me once more." She stroked the heart-shaped stone with bittersweet affection. "I...don't wish to use him. However, he could be exactly what we require to win this war."

She wrapped her hooves around as much of his dome as she could and nuzzled him. He snorted and relaxed under her tender touch. While he sensed she was familiar his memories were no more. All that he knew was that he loved this beautiful mare, and would protect her from harm, even should it mean he needed to lay down his life.

Fight Fire With Fire

Author's Notes:

Warning: This chapter contains Blood/death.

A procession of caravans and carts packed with belongings and equipment moved through the Everfree Forest. Work ponies carried heavy sacks upon their backs as they marched alongside the guards that flanked the entourage. Sunset Shimmer lead the exodus into the southern regions. While their leader's loss couldn't remain hidden forever, for now she believed it best kept it a secret. All she needed do was take a look around at the weary ponies and knew another blow to morale could divide them completely.

There wasn't even time to arrange a proper funeral. They would have to mourn their losses later. She knew Applejack and Rainbow Dash deserved far better after their long and tireless service to the cause. She'd managed to scrape together materials for a pair of coffins to suit them, at least, so they could be laid to rest elsewhere later.

Flash Sentry and Fleur di Lis had been so badly wounded she wasn't certain they would ever be fit for the battlefield again. Two of the weaker fighters, Fluttershy and Tree Hugger, were now tasked with serving as her closest lieutenants. The ever unpredictable Pinkamena also popped in-and-out seemingly at a whim throughtout the procession.

She hoped that Trixie and Rarity were doing better. Was it a mistake to send them away? She couldn't help but second-guess her decisions even now, realized that her error of judgment could doom Equestria. "Twilight," she mumbled to herself. "What would you do?"

"Probably consult one of her books or something," said Tree Hugger who lazed about on a bumpy cart drawn by stallions. Red round glasses sat on her snout, flowers for the dead decorated her dreadlocks, and she'd pinned some new buttons to her open vest, this time in the shape of AJ's and Dash's cutie marks. "What do you think, Shy?"

"Well...most likely," admitted Fluttershy who drew up close around her animal companions. She'd picked up plenty more on their trip and yet her eyes were still raw from all the recent losses. "That or she'd turn to her friends for support. I think you've done well, Sunset."

She knew the kind mare would say whatever it took to comfort her. Nevertheless she was always grateful for her tender words. "Thank you. I'm sorry about what happened. We thought you'd be safer at the back. We had no idea what Pestilence was capable of."

"Speaking of which, you decided what to do with him yet, Sunnybuns? Never thought I'd see a day when even Nurse Redheart would refuse to treat a patient," said Tree Hugger. "After all the deaths he caused, can't really blame her, ya know? He's a mass murderer."

"There's a slim chance Sunburst can be recovered. Traces of his personality seem to remain. Of course, even if that's possible, it may be crueler to offer him a second chance. But I'll take that risk. Not just for his and Starlight's sake...but the truth is, he could prove a powerful ally, and we're rather short on those. I've already had a number of mages and counselors look at him, but I think your deep meditation techniques could help, too."

"Hmm...maybe. Put him in a trance and maybe I can make him face his worst fears. He'll either work 'em out and end up reborn or lose his mind completely. Far out, man. Maybe it'll even be fun, you know? Well, probably not for the poor bastard."

Fluttershy frowned as she cuddled up to Mr. Bear and basked in his warmth. "It seems needlessly cruel, but there's no other choice. I know he's not responsible, however it still won't be easy to welcome him back, even if this happens to work."

"You two keep watch here. I want to talk with him." She temporarily abandoned her post and made her way towards the center, where a particularly fortified cart awaited to house their solitary prisoner. The stoic guards on duty saluted her, and used a ring of keys to undo the series of locks that barred the heavy door, where she was escorted inside.

The interior was dark. One of her attendees lit a lamp which flickered to life and revealed the lone stallion who was tied to a stool. He stared blankly back at her. She hated to treat anypony this way, even the enemy, but couldn't afford to take chances. "Sunburst?"

"That was my name...in a former life. Pestilence is all that remains now. Nurse Redheart is correct. You should execute me. Otherwise, I may find a way to escape and slay every last pony here." There was no malice in his words or mannerisms; to his mind it was simply a statement of fact. He didn't look particularly threatening now; however she knew better than to underestimate him. She'd even had him fitted with a neutralizing ring on his horn.

Such things were considered monstrous and banned under Celestia's reign. However these were desperate times, and when they had managed to capture one from the enemy, she'd decided to have it secured in a vault just in case. Originally she intended to place it on that monster that wore Twilight Sparkle's skin and have her assassinated, but the chances they'd be able to confront her directly seemed less likely than ever now.

"Would you like to see Starlight?" He simply stared back at her. "Because I could arrange that. However, you'd have to be willing to work with me. Nothing strenuous or anything. All I want is to talk. I'd visit you for a few hours a day, ask you some questions. How about it?"

"I'd consider it. After all, I have no purpose now. I doubt the mistress will even take me back after War and Famine were lost. I was considered a third-rate pick anyhow." He'd rarely spoken ever since his transmutation, but now that the costume and his powers had been stripped away, it seemed easier to call upon well-buried and distant memories.

Not that he wanted to. He knew he was a monster. But he had no choice but to love and serve the mistress, and twisted logic however he could, in order to feel his actions were necessary. It was the only way to cope with the atrocities he was forced to carry out. He cursed his own sensitivity, wished he'd been more thoroughly broken in like the others, so that he could either revel in sin like War and Famine, or be a sheer force of nature like Death.

She patted his shoulder and he bristled. "I'll see you later." She would leave him time to ruminate on her words, made certain he was well-treated, fed, and bathed like anypony else. Just because it was a cruel world now didn't mean she had to act that way.

*****

From what Starlight Glimmer had gathered after an extensive tour, these survivors was nestled deep underground, below the ruins of the devastated Las Pegasus. Homes were built into the rocky surfaces which were lit by enchanted lamps. Water veins discovered underneath and the aid of earth ponies who helped farm what they could from the dim light that crept in from certain open sections allowed them to thrive to a certain extent.

It seemed that shortly after Canterlot's fall Fancy Pants had made his way here with a small portion of survivors, and he'd sent out his followers to collect stray ponies where he could, providing them sanctuary here to the best of his ability. She figured the population here dwarfed the encampment she came from at least four times over. Despite how thin their resources were often spread, it appeared the citizens here lived relatively well.

She had to admit it was impressive. He offered her a small but cozy room and told hers she could stay however long she needed to. In turn she shared information about her own home, however reluctantly, afraid of the repercussions once they tracked her down.

But what mattered to her most was unlocking the Necronomicon's secrets. She felt it try to worm its way into her psyche each time she turned another page and devoured its secrets. But she wouldn't be exploited; she swore to use and then discard it. She would save Sunburst. Save everypony. Perfect a time travel spell that wouldn't eventually tear apart the fabric of space and time so that Equestria could be returned to its former state.

What didn't occur to her was that the Necronomicon had deliberately helped direct her here when she teleported out of desperation; that it saw another civilization to corrupt and consume. It sensed an area teeming with life. The tome had grown frustrated with Twlight Sparkle before it had been stolen by Trixie; her constant obsessive need for order that conflicted with its nature. The warped traces of her former personality were filtered through its will until the forbidden book and its vessel became one dualistic entity.

Even now this perverted version of Twilight Sparkle believed she was making a better world, that the scientific advances and accumulation of personal knowledge were worth any sacrifice. She had weaponized sex, set up munition factories to forge weapons, had her mages produce spells and potions, even produced breeding farms to one day repopulate the land with slaves that would worship her superiority. Once the resistance was eliminated this new Equestria would run like clockwork under her single-minded direction.

However the Necronomicon decided Starlight could be further turned to evil even than this one. Her selfish and impatient nature seemed to border on amoral at times. She would likely fall into complete darkness much faster, and with her experimental time-travel spell, she could take it to the very birth of Equestria, and corrupt the very earliest lifeforms...

Heavy bags dropped under Starlight's eyes as she scanned and memorized the alien lines and symbols. She hunched over it by candlelight which cast her in a soft glow that cast thick shadows over the barren walls. She tried not to let the rather grotesque pictures distract her, nor the fact that it was made from stitched together flesh and dried blood. All that mattered were the results once her plans came to fruition.

A rap sounded outside the tiny cave that served as her abode. "Yes?" She couldn't hide the irritation in her voice as she looked to the tarp that covered the entrance.

"Sorry, I have no wish to intrude. I've brought you a small feast and have asked my servants to prepare you a hot bath," said Fancy Pants.

She slammed the book shut with a sigh and waved away the dust it kicked up. "Yes, yes, I'll be there soon!" She tucked her prize into a bag that she now carried on her at all times. She forced a polite smile when she pushed aside the curtain, resisted the urge to simply rip the plate of food and drink from the tray the debonair stallion offered, and retreated back into her room. She peeked her head back out. "Um...thanks for everything. Really."

"It's my pleasure," he answered without any offense.

She wanted to blame a lack of sleep and hunger for her crankiness. However she couldn't deny the Necronomicon was trying to infect her already. She thought it best to take a short break, sat on her backside, and stuffed her face with the breads, cheeses, fruits, and wines he provided. "Mmm...it is nice." However her eyes drifted to where the book was stored.

"Sorry, I didn't mean to be so rude. Would you like to come in?"

"I have no wish to impose. However, I can't say no to a beautiful mare. It's one of my weaknesses, I'm afraid." He cautiously cantered inside and took a seat across from her. A napkin removed from his coat pocket was used to dab at the crumbs on her lips.

She flushed a little and had to admit he had a certain charm, even if he wasn't her usual type. But she already had her hooves full trying to make Sunburst hers again; she couldn't be bothered with another relationship right now. She'd already used to fool around with Trixie on the side but found they were quite incompatible for anything remotely serious. Still, she had to admit all the sex and cuddles were pretty damned nice at times.

"Tell me about the camp you came from."

She shrugged between sloppy bites. "It's a pretty long and boring story, but I'll share what I know." Of course she'd leave out some details about her own transgressions and what the Necronomicon was. She did her best to fill him in on everything that had happened so far. It wouldn't matter anyhow once she was able to fix all this.

*****

Rarity sat upon the main head of Spike, and to one side settled Trixie, who clasped her limbs close to the leather neck. She tentatively placed reigns she hastily crafted from her materials, afraid that he might take offense, but he simply relaxed under her touch. Her beauty had tamed the beast. Nonetheless she would need to constantly make it clear who was an ally and who the enemy was; his only instincts now were to protect her and survive. She stroked his purple scales with bittersweet ambivalence.

Trixie had cleaned herself the best she could. She was still a little shaken after all that had happened to her, but poured over the map anyhow, determined to move on quickly as she could. "So...meet back up with our allies or look southward?"

With a thrust of the reigns Rarity took the fair of them skyward, as Spike beat heavy wings, and lifted them above the forests, until they sailed high above before the moon and stars. From their vantage point they could see quite a bit of the continent below. Ponyville remained a war zone. She could see the smoke and fires from here as the citizens rioted. She considered intervening but questioned whether it was her place to, and besides, she wouldn't be able to tell who deserved to live or die anymore.

She pointed back towards their camp. "That way, Spike!"

Trixie held her hat into place as they sailed across the sky. She shivered atop the living weapon below her thighs, figured this was how her counterpart felt, like she could do anything with his aid. They finally had the means to launch an all-out assault on the enemy's lair. The enemy came from the south. They narrowed down likely possibilities and now believed that the Ahuizotl's ruined temple had been rebuilt and converted.

The beast snorted as he smelled the scent of so much potential food nearby. He whipped low so fast the riders were almost thrown from him, slowed when he realized that, and used his thick claws to part the dense trees. His slit-like eyes hesitantly studied the series of packed down wagons and ponies that were revealed below him.

A smoking joint fell from Tree Hugger's snout when she stared back. "Holy shit-" She readied a musket and took aim, pausing when she noticed who commanded him.

Rarity hopped down and instinctively spread her hooves in a protective manner, despite the fact that she was far more vulnerable than him. "Wait! He's one of us now. Aren't you, Spike?" He almost purred when she draped herself upon his main head.

"Well he did save our lives," admitted Trixie who still couldn't help but fear him.

Tree Hugger lowered her weapon but still kept it at the ready. "This gets wilder all the time. I suppose stranger stuff has happened, you know? Just don't expect me to clean up if he makes a mess, you dig? Got enough on my plate already!"

Fluttershy watched in wide-eyed fascination. "Poor Spike...he'd never hurt anypony. I don't sense any danger from him. I think he's hungry, is all." She cast a worried glance back at her animal companions. "Um, you won't eat them, will you?"

Grumbles escaped Spike as he plucked the tops off of trees and started to chow down on them. He sensed they were important to Rarity and refused to do them any harm, no matter how much his stomach grumbled for some fresh meat. It hadn't been unusual for his former master to let him pick off any stray ponies they ran across, or for a number of sacrifices to be thrown to him each day. However after his transmutation his constitution was altered in such a way that he could survive quite well on almost any sustenance.

The soldiers reluctantly stood down but continued to warily study the abomination. Nopony could forget the day when he lead a horde that caused the Crystal Empire's fall. When one of the Rainbow Dashes performed a Sonic Rainbow that eclipsed any she'd ever performed before, an act of desperation that had obliterated hundreds of drakes.

*****

Sunset's heart almost stopped when she saw the beast up close. She remembered those days well. In order to finalize an alliance between the ponies and dragons, she and Shining Armor had traveled to the Dragon Lands, to meet with the current Dragon Lord, Ember. A series of volcanoes lined the rocky cliffs that made up the barrens. Lava flowed through dips carved into the surface and cast up wisps of noxious fumes.

Normally she wouldn't have come to such a dangerous place, especially since dragons had ferried them here and there was no hope of escape should things turn sour, but the attempts to crossbreed ponies and dragons hadn't borne any fruit. She still believed it was possible with the right kind of magic but there was little time for more research now that all the races had gone to war. Sides were hastily chosen and thousands were slain by the day. Rumor had it that the Changelings had already been wiped out. Of course with their shape-shifting nature she hoped a few strays may still survive in hiding.

Ember stood ahead with a scepter in claw. "Welcome!" She looked the pair of them over, surrounded by a number of drakes. "Ready to seal our alliance?"

Shining Armor nodded. "Sure. Whatever it takes." He tried to hide a swallow, droplets of sweat rolling down his white muscles. "Let's not waste any time."

"I like the way you think," admitted Ember. "We don't have much time for horseshit. No offense intended." She approached him and traced a claw down his chest. "I need proof that you're worthy to ride with me. I want you to mate with me."

He cocked an eyebrow at her bluntness. "Huh? A-are you sure?"

"Of course I'm sure! I told you we don't like to mess around much! We can do it right here, or somewhere more private. We don't have the hang-ups about such things that ponies do. However, you may wanna stick here because we'll need to test her, too."

He shook his head as Garble, Fume, and Vex cackled and snorted in anticipation, lusty eyes pinned on the mare. "No! Do whatever you want with me, but-"

"I'll do it." She raised a hoof to silence his protests. She didn't remotely like it ever, but knew it was a test, and that to turn it down could mean the alliance between their races would never be realized. "Do...do whatever you wish with me."

Garble stepped forward. "Damn, I can't wait to stick my dick in her tiny pony cunt-"

The scepter whapped him hard on the butt to make him heel. He hissed and rubbed the mark but didn't dare protest. "No harm had better come to her, or I'll rip off those testicles and feed them to you! Got it?!" He nodded meekly.

She planted her scepter upon a throne she'd carved from rock, pushed the stallion down, and mounted him without ceremony. His stallionhood immediately came alive and filled her. He was surprised at how hot her interior was. Normally he had no sexual interest in their kind, but he was surprised at how well they fit, and found her dominant nature a nice change of pace. She raked her claws over his pecs and drew thin slivers of blood. He winced but didn't resist as she started to relentlessly ride him.

He'd heard about how brutal their kind could be when it came to mating. Instinct would take over once the union was underway, and they wouldn't stop until they were satisfied, regardless of what their partner felt. Usually dragons would fight for dominance while they mated, be it on the ground or amidst flight, the empowerment they felt far more satisfying than mere sex. He buckled and whined. She kissed him hard and bit him.

He looked over to Sunset and felt sorry for her. It wasn't fair that she had to take so many dragon dicks but he knew better to complain, especially after she had agreed to this primal ritual. At the least he hoped she could take some pleasure from this too.

Sunset tried to steel herself when the drakes surrounded her. Each of them had a pair of twin pink cocks that were wet from the moment they exited their sheaths. She couldn't help but shiver and tried not to cry when Garble stuffed both penises into her pussy with an snort. To her surprise it didn't feel remotely unpleasant as they conformed to her.

She was lifted up so that Vex could stuff her ass, and Fume hovered before her, claws upon her head as he shoved his twin sticks of meat down her throat. Another pair of drakes wandered up to take advantage of the situation, and she reluctantly placed her hooves around their dicks, determined to simply end this as soon as possible.

Not that the sex itself was entirely unpleasant. Under different circumstances she may have found them rather attractive in an exotic way. It was their personalities that put her off, as they reminded her of the callous bully she used to be. At the least she hoped she'd never acted anywhere near this dim-witted. They molded their surprisingly soft palms around her asscheeks and tits, poked her a little with the tips of their claws.

She could tell they were insanely frustrated as Ember wouldn't allow them to surrender to their baser instincts. In a way it was almost torture for them. She took a little solace from that at least. Her wetness dripped down Garble's cocks and over Vex's dicks and her own asshole. Her comparatively small frame quivered under their constant thrusts.

"You can cum now," said Ember who huffed atop him. "Don't be a little bitch!" He whinnied and clasped her unbelievably soft buttcheeks as he fired his seed into her.

Despite how unsatisfied they were, the dragons refused to be completely shown up by their Dragon Lord, and they started to unload inside and upon Sunset Shimmer, until she whimpered and teared-up a little, overwhelmed by a mixture of shame and euphoria. They smiled lustily as she came a viscous fluid all over them.

Garble pushed Fume aside, thick wads of cum dripping from her snout as she couldn't possibly swallow it all at once, and he scooped up bits of marecum from his chest, forcing his claws until her mouth. She suckled on each digit and licked it up. She couldn't help but feel rather turned on by her own spicy taste. Were they not so needlessly cruel she would have happily offered them all another round.

Once the trio was finished they dropped her. She landed with a thud and rubbed her rump with both hooves. It's not like she expected them to be concerned with how she felt anyhow. To them she was simply a piece of meat to stuff, cum inside, and dump. However she had to admit they were much better at their work than she anticipated.

Once the stallion stumbled back to his hooves Ember slapped his firm flanks so hard they wobbled. "You both pass." She drew his seed from her snatch and licked herself clean. "There's no time to waste. Ready to ride to the Crystal Empire?"

A mass of dragons collected under the Dragon Lord's command, as she blew a horn to summon them all over, and they rode for the Crystal Empire. They were supposed to aid them against the rogue drakes that sided with who they believed to be the true alpha, the transmuted Spike, as a civil war raged between a race that some believed had grown soft, ever since Ember had befriended the ponies. Their numbers were roughly split in half as brothers and sisters senselessly shed each other's blood.

What none of them anticipated was a number of traitors within their ranks. Garble, Fume, and Vex turned on them mid-flight, as did dozens of other dragons, as they attempted to assassinate Ember and the Crystal Empire ambassadors. Confusion set in amidst the bedlam. Once more the proud raced violently turned upon each other.

Blood and fire rained across the dark skies. Ember valiantly defended the ponies to her last breath, her claws opening Garble's throat amidst their struggles, before she collapsed from her wounds and went into a free fall. Her thin body vanished into the waves below. Vex, Fume, and hundreds of others on both sides were lost in the battle.

By the time what small reinforcements remained arrived at the Crystal Empire, the crystalline city laid smashed into shiny chunks, and scorched into a blackened husk, the twisted shadows of ponies scorched in the holocaust burnt onto the walls. Ash rained like snow over the silent ruins which almost made it seem quite peaceful.

Shining Armor rushed to the wreckage of the Crystal Palace. He called hysterically for Cadance and Flurry Heart, while Sunset Shimmer could only watch from the distance, burying her head between hooves as she wept. He dug aimlessly through the rubble for hours, refusing to surrender hope. Complete darkness fell once she finally approached.

She held him to her furry bosom as he wailed. There was little she could do to ease his wounded heart. She stroked his mane and told him he wasn't responsible, that he hadn't abandoned his family in their time of need, no matter what he felt as shame consumed him. His honor and nobility were permanently stained in his tired eyes.

Prance Macabre

Author's Notes:

Warning: This chapter contains Non-consensual sex, blood/gore/death.

Perspiration soaked Shining Armor's flesh and fur once he stirred to awareness. His limbs were spread wide and held near the hooves by a series of slimy tentacles. Gloom enshrouded the demonic altar he found himself raised slightly above. His tail brushed the topmost layer where a throne of skulls and bones awaited. He could hear the screams of would-be sacrifices and the cheers of cultist revelers far below the steps.

Death hovered nearby and watched impassively. He could see the doubles of himself and Cadance a short distance away, both of them little more than lust-addled dolls now. The same could be said for the trio of sirens who leered at his dark stallionhood and taint. Lastly came the alicorn whose form had been twisted to better resemble Celestia's towering presence, the copy of the Necronomicon carried under one hoof.

"Welcome home, brother."

"You're no sister of mine. I don't care that you're from another world. I'd accept Twiley no matter where she came from. No, you're merely a parasite that cowers in her skin!"

She telekinetically plucked a scalpel from a discarded kit nearby and placed the cold reflective blade's flat upon his sheath. He shuddered and shut his eyes. "You need to be properly broken in and tamed. Fortunately for you I still need your body. Your counterpart's seed isn't half as virile as yours. Imagine the army we could breed..."

"You're sick. A vile monster. Sister, snap out of it! I know you're still in there!"

She cackled and shook her head. "No. The moment she read too deep into the Necronomicon her soul was obliterated. At best a warped simulacrum of her personality lingers." He winced when she stroked his shaft which started to harden under her touch.

"S-stop," he whined as his cheeks burned red. She looked at him in a sultry manner with half-lidded eyes, dragged her tongue up-and-down his shaft in casual strokes, until he whinnied and his flared tip started to leak precum. "T-this is horrible..."

"Your flesh seems to feel differently. Don't tell me you've never had a wet dream about her? I'm sure she's had the same. A sliver of taboo curiosity that forever went unfulfilled. Until now. I can make that forbidden fantasy a reality. And best of all you needn't feel any shame. After all this isn't your fault. However first conditions must be optimal."

She looked to a cauldron below surrounded by black cloaked and hood cultists, so wide it could easily fit several caravans inside it. Good bubbled and popped as the contents cooked and filled the atmosphere with noxious fumes. "Wet Nurse."

"Y-yes mistress," said the succubus maid who timidly popped up from the shadows and bowed low. She looked at the cauldron from the corner of her eye and prayed to whatever deity would listen that she wouldn't be sacrificed to it. "How may I serve?"

"This is your last chance at redemption. Be thankful that I've recently lot so many key minions or else I'd never bother with trash like you. I've had you consume potions on an hourly basis for a reason. Your very milk has been altered to empower its consumer."

Wet Nurse slowly trotted up to her former master with pursed lips. She removed her black-and-white maid costume, until only the head dress, a garter belt, stockings, heels, and a pair of panties remained. Heavy crystalline breasts popped free. Drops of milk beaded the nipple slits and her areola. She cupped them in her hooves and offered them to his face. He turned his head to one side. "Drink from me. Please."

"You should've been there the day the Crystal Empire fell, you traitor! Crystal ponies are pretty much extinct now. I wish you'd died instead of my family!"

Tears dripped down Wet Nurse's cheeks. "You think I wanted this? I have no choice! Nopony can resist the mistress! She murdered Foal-Bearer and I still can't turn on him! I love her and I don't understand why!" She sniffled and wiped her wet nostrils.

"Useless trash as always. I think he needs proper motivation." The alicorn levitated the scalpel before Cadance's cunt which she telekinetically spread wide to reveal the beautiful flower within her soft folds. "Ever seen a vivisection? Probably not. You'd best obey my commands or else I'll carve out her womb one tiny slice at a time."

"You'll kill her anyway," he whined. Still he turned his snout back towards Wet Nurse, who pressed her swollen orb into his mouth, and he suckled her sweet milk which would further empower his seed. She moaned under his sucks. Was he unfair to her? Maybe she really didn't have any real control over her actions. He wanted to blame anypony for what happened to his homeland in order to absolve his own failures.

Wet Nurse popped her tit free and his snout still connected with her mound by a sliver of milky saliva. She squeezed her teat to spray bits of lactation over his face, switched to the other breast, which she tenderly placed in his lips. He wasn't certain hour long this went on. It felt like hours before he'd finally drained her now quite sore titties.

The mistress slurped up the excessive precum he'd continued to spill with a lewd smack of her lips. "I can't let any precious mana be wasted. This shell still has its limits. However you will seed me with a foal more powerful than Equestria has ever seen. One that once I have the Necronomicon back will serve as my new vessel."

"No! I'd sooner die than breed with you!" He considered biting off his tongue in the hope he'd bleed to death before she could stop him. He didn't want to abandon his ponies to their fate, especially Sunset, but believed it would be an honorable end.

"You have no choice. Despite your reservations the flesh wills it. Let the Danse Macabre commence." The reference from her world was lost on him. However he understood her intentions all too well. To him she was merely another petty villain to be put down. Cadance had always told him he saw the world in too much of a black-and-white manner, but to him evil was clear and always needed to be valiantly resisted.

He watched the other Cadance lay on her back, and wrapped her limbs about his counterpart, he rhythmically bucked into her. He watched his double's hooves clasp around her throat and squeeze down, and she lolled and blushed even as tears filled her eyes. "Oh Shiney," she sputtered between chokes. "Dominate me! Humiliate me! Break me and end my life!" His face twisted as he violently bucked into his lover.

"S...stop..." But his words went unheeded. His counterpart pressed the life from her, and she sputtered and came upon him, her limbs twitching as she held him to her. Her tongue lolled from her mouth as she finally went slack. He grunted as her walls closed hard around him and he spilled his seed into her love tunnel one last time.

His doppleganger levitated his wife's corpse once he pulled free, and tossed the meat into the boiling cauldron below, where it quickly cooked up and was reduced to its components. The dissolved flesh hissed, a puddle of red and her bones floating to the surface. He turned to the sirens who lined up and bunched their shapely asses together.

"Do me! Do me! Please!" Sonata smiled coyly and waved her tail about.

"Shut up Sonata. I'm sure he'd much rather fuck me to death," said Aria who used her hooves to spread her pussy and asshole to their fullness.

"Girls, relax. We'll all have our turn," said Adagio in a husky manner. "That said, my body is clearly the best." She clenched her moist cunt and anus rapidly.

The brainwashed Shining Armor took a moment to grope and smack their asses experimentally. Of course he'd already had them many of times before and couldn't decide which one he preferred. He settled for Aria on a whim, clasped her pigtails in his hooves like she was his bicycle, and pistoned hard upon her cervix's slimy entrance.

She panted and moaned like a whore. Her envious sisters studied her and impatiently masturbated themselves. "Shoot your load in her already," whined Sonata.

"Shut up you half-retarded cumdumpster," he demanded with a hard smack on her pert blue ass which made her whinny in slutty appreciation.

Aria pressed her snout to the cold stone and raised her shapely purple rump to his dick, positioned so that he could easily smash her pussy fast and hard. She squealed cheerfully even after his cock started to wound her insides. He fucked her harder than he ever had anypony, to the point where she started to bleed internally, yet she only cried out louder, until eventually she slumped over and bled out around his dick. He emptied into her still winking snatch, then telekinetically tossed her into the cauldron.

He turned to Sonata who raised one of her legs. He seized her thick ponytail, fucked her sideways, while her tits bounced and she dripped over him. "Oh daddy! Make me your whore! Tear my pink pussy apart! I want to be sacrificed on the altar of your cock!"

He thrust psychotically into Sonata like he had her sister. Wrecked her insides until her marecum mixed with his and trickles of blood that fell down his loins. A shrill blissful cry escaped her as she slowly expired. He hurled her limp carcass in too.

Wet Nurse and the prisoner watched in horror. She wanted to run and hide but dared not infuriate the mistress. Death remained impassive as ever.

Adagio hopped up onto the restrained Shining Armor who grunted under her weight, and she rubbed her buttocks upon his stallionhood, before she drove it up her asshole. "Impale me," she murdered as she laid back on the prisoner. His double took her by the back hooves, spread her legs wide, and pinned her with his dick, as she wrapped her hooves around him, pressed her heavy mounds onto his chest as she kissed him.

"Break me. Destroy my cunt like you hate me," she said sultrily between kisses. Groans escaped her each time he stabbed his cock into her cervix. "Dominate me...completely. Claim this whore's life. Umph...yes...I'll be with...you soon...sisters..."

She whined once their warm seeds were simultaneously emptied into her fuckholes. Her heart slowed, and she was pulled free of twin cocks, then chunked into the bubbly pot where a soup of the sacrificed churned. The prisoner's stomach turned at what he'd seen and been forced to participate in. "You're...completely insane..."

The mistress approached him. Wet Nurse's limbs trembled in fear that she would be sacrificed next. She whimpered and bowed her head meekly. But she paid her no heed, laid the copy Necronomicon aside, and raised a hoof to Shining Armor's skull. Her horn lit up as she started to speak alien words he didn't remotely understand.

"Almost ready. But it needs a final touch." She nodded to his counterpart, and the white unicorn leapt from the altar, landing with a splash into the cauldron. He screamed for a brief moment before it ate his flesh and left behind only a skeleton.

Shining Armor closed his eyes so hard they ached, pained almost as much by his counterpart's death as he had been by the loss of Cadance's double. She wasn't the same mare he loved, and yet he felt a similar bond to her anyhow.

"Want to know a secret? You already slept with your sister. Remember that day at Trixie's caravan? The mysterious mare you savored so much? I had Trixie trap her there and snuff out her life as you ravished her." She cackled at his bewildered face as the realization dawned. "You ponies are so naive. I had a portal that connected Equestria and this world; unfortunately it ceased to function when Sunset Shimmer broke the mirror that linked both realities. A shame, I would have like to corrupt that place, too."

"W-what...?" These revelations spun endlessly in his head, as he tried to work them out, to make sense of them, no matter how far-fetched they seemed. But somehow he sensed the words were true. He wailed as the fight went out of him. His love for Sunset Shimmer often kept him going these days, but with the truth unveiled, he wasn't certain even that was sufficient now. He'd had a hoof in the unintended rape and murder of his sister. He looked to Death and whispered, "I'm sorry, Twiley. I'm so sorry..."

She continued to work a spell on his psyche, one similar to what Chrysalis had put him under, before she took advantage of him. She would break down the symbol of the resistance and turn him into her personal sperm bank. Hours passed while she wormed her way into his broken psyche, reminded him of all those he'd failed up until now.

And when that proved insufficient to completely break his resolve, she used a spell to beam images of her viewpoint on that day into his mind, forced him to repeatedly watch what had happened to his sister in a repeated and what felt like an infinite loop.

His lips trembled and his wails echoed across the temple. "Please. No more..." But she simply smiled and refused to let up even as his psyche fractured ever further.

Finally the moment came where his senses were so skewed by her mental violations that she could alter his perceptions. She mentally commanded the tentacles to withdraw, and they dropped him upon the altar, where he shakily hobbled onto his hooves. He blinked heavy and blurred eyes as he tried to remember where he was. "C-Cadance...?"

"I'm here, Shiny. I've missed you." She trotted up to him, took him in her hooves and plume, which she draped over his broad back. "I need you."

"How? You died. When the Crystal Empire fell." He tried to make sense of it, but his mind was a muddled mess, his senses dulled and blurred. His head ached so bad he raised a hoof to the veins that were visible on his forehead. "I don't understand."

She took his hoof and placed it over her heart. "Don't think. Feel. You know I would never lead you astray. Do whatever comes naturally." She pulled him close to her as she laid on her back. Stroked his mane and covered him in tender pecks.

This whole scenario seemed bizarre to him. Like some surreal fever dream. He wept tears of happiness at the idea that he could finally be reunited with his wife. Was this the afterlife? Would he finally be rewarded for all that he'd endured? She wrapped her limbs around him as he sunk into her, their snouts locked as they made passionate love.

"I love you," he murmured unaware that his body locked with the shell of his sister's, as his virile seed and her fertile womb would be used to birth a perfect vessel. The contents of the cauldron would be used to craft a potion that would further empower the newborn. Perhaps she would even twist it into the shape of Flurry Heart for her own amusement.

Twilight writhed and tittered happily underneath him. She accepted him into her in the same tender manner his beloved would have. She closed her moist walls around him. "Let's make a foal," she said with an almost shy flutter of lashes.

"Don't we...already have one?" But he shook his head, unable to clear it. Somehow it seemed unimportant. All he wanted now was to make love to his wife and helped her conceive a foal. His lips locked with hers as he pushed faster. Flesh slapped under the impact. He felt the heat build in his loins already. "Cadance, I-I love you!"

He panted and sweat and flushed. His balls strained with each smack upon her round buttocks. He whinnied and planted his seed within her garden, remembering the first time they ever made love back in school, and likewise how they consummated their marriage on their honeymoon. She whined with him. "Yes! Give it to me! Mame me yours, Shiney!" She felt his warmth fill her until the excess slithered from her.

He passed out blissfully inside her and drifted into a peaceful slumber. She understood all too well why Chrysalis had done what she did, how entertaining it was to toy with a pony's heart, twisting it until they submitted to your whims. He was entirely hers now. She had skewed his perceptions to such a point that he would defend her to the death, believed he was still a valiant hero who would seed the fertile mares of her choice.

She turned to Death who hovered in place lost in a trance-like state; it was like a form of meditation the creature did to conserve its strength until it was called to be active. She reached a hoof for her mock copy of the Necronomicon, traced only cool stone, and continued to fish about, until she became more irritated by the second. "Where...?"

Her eyes desperately scanned the altar to find where it might have been discarded. Then she noticed a certain absence and it all clicked. "Wet Nurse." Ever since her twin's death her hold on the earth pony maid had started to weaken. Of course she still had no choice but to love her mistress and strained to ever directly disobey her.

"You dare steal from me? That trash will wish I'd tossed her into the most brutal breeding pits after I've finished with her. I shall pay her back a thousand fold for her betrayal." With all the recent losses she would have to seek outside help. The army of cultists alone would not suffice for the task ahead. "Death, summon the mercenaries."

Death snapped to awareness and teleported away in a blink. With a groan Twilight rolled out from under Shining Armor, stuffing the seed that oozed out back into her cunt, and licking the excess from her hoof. She couldn't afford to waste any of his mana. The more he spent on her the more powerful the shell they produced would likely be.

She waited patiently on her throne until Death returned with a crew of mercenaries in tow. There were many companies she could choose from, but her remaining Horse of the Apocalypse knew which one she favored, due to their sheer brutality and efficiency when it proved necessary. They would often spend most of their time in Ponyville these days, due to the riots underway there, which made easy to quickly locate and collect.

"Iron Will reporting for duty!" The minotaur saluted, a two-handed axe strapped to his muscular back, his body lined in thick tattoos. "Send 'em our way and we'll break 'em in!" He was flanked by a series of bizarre creatures he'd captured and trained in the most vicious manner; a Bugbear, Cerberus, a Chimera, and an Orthros among them.

The slavering beasts gathered around their master. Ravenous and bloodthirsty, he'd taught them the pleasures of the flesh, and would feed them the scraps of any ponies or other creatures he butchered on the way. He lined his walls with the stuffed and mounted heads of those he'd executed while they sobbed and begged for their lives.

"One of my slaves has escaped with something vital to me." She filled his head with a vision of the copy Necronomicon and Wet Nurse. "I want it returned. As for the mare, you may have your fun with her, so long as she's returned to me in one piece."

His nostrils flared in anticipation. He'd wanted to be chosen as War, and now that Big Mac was slain, maybe he'd finally have his chance. He'd prove a minotaur was superior to any mere pony. "Consider it done! I see cunt and I'm ready to hunt!"

She nodded. "Do not fail me. You know the penalty." He'd seen what happened to stallions that refused to participate in her breeding farms, if they wouldn't rape their fellow mares they'd be transformed into females for the males to enjoy. Most of them quickly fell into line after that, and at first reluctantly abused their former friends and peers, rather than suffer a similar indignity. However many learned to like it after time. They would have their pick of all the horse pussy they could want on a daily basis.

Even with the abilities granted to Wet Nurse by her succubus form, she doubted the mare could have traveled far in such a short time, but she would order a number of her cultists to help them comb the area just in case. She couldn't afford any more loose ends at such a critical juncture. She was tempted to send Death in to aid their search, but knew it would prove a vital component in the ritual. Luckily she had already memorized quite a number of spells from the Necronomicon and its inferior copy.

She lazed on her bony throne and ingested a potion that would help the seed blossom in her womb much quicker. The noxious liquid made her face scrunch up. The losses of so many key lieutenants and her masterpiece Spike were quite a setback; it had taken years to properly break in and transmute the lot of them. Likewise the presence of Trixie had often kept her entertained whenever she started to feel lonely.

She shook away such thoughts. Companionship was a weakness. A remnant of her vessel's need to be a social animal. It was exactly what she wished to transcend. Until she stripped away all such vulnerabilities she could never truly feel complete.

Future Diary of a Chambermaid

Author's Notes:

Warning: This chapter contains Non-consensual sex, bestiality, blood/gore/death.

Gloom enshrouded most of the sweltering jungle thanks to the constant overgrowth that now spilled completely out of control. Once the Tree of Harmony had withered and died, the very laws of reality that governed Equestria started to fall out of balance, and the lands and elements shifted accordingly, trying to adapt so that the planet might survive. However the enemy did her best to make certain every portion of the planet was corrupted.

Continents and islands sunk. What lands remained had drifted and formed into one. What scattered settlements still survived were forced into constant hiding, as mercenaries and opportunists hunted them down and captured or picked them off. Many towns and cities had been razed and quickly converted either into munition factories or breeding farms.

For a time the love of the mistress had been enough. But the mind control that kept Wet Nurse under her leash had started to fracture with the death of her twin Foal-Bearer. That gap had only widened over time once she'd started to fall further out of favor. It grew to a point where she was ignored almost completely. She found herself wandering in a fugue state for some time lost in self-pity and despair. Nonetheless there was a certain advantage to being overlooked and underestimated by those around you.

Nopony would have ever expected her to have the guts to seize the fake Necronomicon, and likewise she'd stolen into the temple's vault, slipping past the cultists on guard duty who paid her little heed, and taken a few baubles that might prove useful. Immediately she'd sneaked out and took a desperate flight from the enemy's lair. She'd pushed the bat-like leather wings from her back in a bloody spray and flown nonstop for hours until she was finally drained; whatever she could to put as much distance from there as possible.

She didn't know exactly where she was going, only that she needed to find the resistance, and somehow put this right. It didn't matter much to her now whether they trusted her or what they would do to her; they were the last hope to rescue Shining Armor. She clasped the tome to her prismatic bosom, her shoulder-length bobcut mane whipping about her shoulders as she navigated between the dense foliage everywhere her slit-like eyes looked.

She made it to the outskirts of the Badlands before she needed to rest. It was one of the most dangerous places due to the wild monsters that roamed there, including a number of dragons who now wandered aimlessly without a true alpha to lead them. She huffed and took shelter behind an outcrop of rocks. Wherever she looked there was a combination of browns, yellows, and a hellish red, the atmosphere thick with wafts of acrid smoke.

She choked a little as her heart gradually slowed back to a steady rhythm. Thanks to her new form she needed little sustenance to sustain herself, and what the mistress usually offered her were small corked bottles filled with preserved mixed sexual fluids from stallions and mares. She popped the top from one, drank it down in a sensual manner, as her succubi nature kicked in automatically. She flushed and lapped up every last sweet drop. Felt the warmth fill her mouth and throat as she savored its taste and texture.

Her hoof trembled as she opened the black book and turned the glued-in pages. It was a composite concoction that was often added to, formerly a tome which belonged to King Sombra, which was filled with the blackest of forbidden magic. Thankfully this one couldn't possess her directly like the Necronomicon; however she reminded herself that Sombra had only dabbled in the dark arts at first too before he became obsessed. What was once well-intentioned curiosity to better his Empire's lot had eventually turned into cruel tyranny.

She found most of the spells were far beyond her anyhow. They were little more than babble that would take months of study to unlock for a pony like her who'd never been a practitioner. She flipped from one section to another, looked for anything she could use, knowing she wouldn't last at this rate. There was far too much distance and far too many dangers between here and any destinations where she might come upon survivors, and while she'd memorized the maps her mistress kept, it remained a long shot.

Finally she paused on something she could understand; a spell that could enhance many times over all one's natural abilities. Unfortunately the warning stated that it would shave years off one's life while it was active and thus it had been banned by the Princesses. She figured with this even a pegasus like Fluttershy could potentially master the Sonic Rainboom. But she didn't require anything to magnificent; she simply needed to push herself faster and harder until she reached a safe haven. She memorized the complicated incantations, extracted a severed unicorn horn that had been converted into a magic wand, which she'd stolen from the vault in order to channel spells at her leisure. She didn't know how many charges it would carry but hopefully it wouldn't burn out too quickly.

Her ears twitched when she heard the scratch of claws on the earth and heavy shadows fell over her. She frozen for a moment when a small band of dragons approached. Their nostrils flared as they looked her over. "What kind of strange pony is this?"

A large drake pushed him aside. "Who cares! I'm hungry and she looks tasty!" He rubbed his soft belly which was a weak point for all of their scaly kind.

Another of the beasts piped in. "We should capture and sell her, dummy. Look at how exotic she is. She'd probably be worth a few dozen meals at least."

A fourth one added. "Why don't we fuck her first? Look at that cum stain on her lip." She delicately rubbed it away with a hoof in embarrassment. "She'd probably even like it!"

The horde argued what her fate would be, which soon turned into an all-out brawl, none of them in the least intimated by the wand or book she held. They obviously didn't think she could escape them let-alone resist their advances. She quickly and clumsily cast the spell, and the horn wand lit up, the aura spreading to her shapely form. Suddenly she felt more energized than ever and a smile quickly spread across her dainty face.

She kicked off into the sky and took a screaming cheerful flight, felt a rush of adrenaline as she could now push herself harder than ever. It was exhilarating. Her heart raced to insane lengths but it hardly bothered her as a rush of dopamine flooded her. She moved at speeds which could almost match the best flyers of the Wonderbolts and with time and mastery she could likely even surpass those with this boost. But she also knew the price that would entail. She would burn herself out quickly and shave years off her life as a result.

The scenery whipped underneath her. She wept tears of joy and wished her twin could see her now. For the first time in forever she felt a twinge of real happiness. She kept the satchel slung on her back held close to her, the book and wand stuffed back in until they were needed. She was tempted to discard her maid costume which impeded her movements somewhat, but it was a part of her identity, a reminder of happier times.

Her first stop was the remnants of Los Pegasus. For years the razed area had been abandoned as the citizens had been believed either captured or wiped out. However on occasion stray bands of ponies had been spotted in the nearby area. The enemy had combed the area for potential hidden settlements, captured and tortured a few to interrogate them, but so far the most they'd learned was that there might still be life underground. Even the Four Horses hadn't been able to uncover their lair so far.

Soon she reached the now almost boundless Everfree Forest. She dipped in-and-out of the treetops amidst an explosion of leaves, searching all over for any ponies that might be in the area. This went on for a couple hours and her hopes started to dip. She considered resting some more to wait it out in case some turned up later, but figured it was better to keep trying no matter how fruitless it currently seemed. It all rested on her.

*****

Nights were often spent getting drunk with Fancy Pants as Starlight Glimmer shared stories about her past. Luckily she hadn't slipped up and revealed anything about the Necronomicon, how she'd stolen it and ran away from the camp, or else done anything stupid with him. Not that he seemed remotely the type to take advantage of her; he seemed far more interested in discussing philosophy and politics to the point where it sometimes bored her senseless. Even so she appreciated his company anyhow.

Knowing her reputation as one of the most powerful unicorns in Equestria, he eventually asked if she'd help one of the hunting-and-gathering parties, in order to help them bring in the supplies their civilization needed to thrive. He warned her it would be dangerous and that she was under no obligation; it was simply a personal request to help his citizens. She reluctantly accepted. Not that she minded the risks or the work; what annoyed her was any time she couldn't read the Necronomicon. It pulled at her even now. Dark circles formed under her eyes since she rested little, the after hours spent as she poured over the tome.

She followed a labyrinthine maze of tunnels back to the surface. Fancy Pants had warned her that many of them were booby trapped in case they were discovered; she'd seen evidence of suck with the skeletons of raiders and mercenaries how had managed to wander in. A small party of trusted ponies led the way. She kept her satchel close with the book tucked into it; she feared it would be lost or stolen no matter what she did with it.

Bon Bon and Lyra took the lead, both of them loaded down with weapons, which included bandoliers draped over them. They chatted noisily with seemingly no care in the world, but started to shut up once they approached the surface, turning serious as they knew constant danger awaited beyond the hidden entryway. Time Turner read his notes as he trotted alongside the group, his assistant Derpy afloat nearby. Lastly came Vinyl Scratch and Octavia, the former's demeanor rather casual, the latter steely determined.

She didn't know any of them well but Fancy Pants assured her they were the best-of-the-best. Bon Bon in particular had served under the Princesses directly in secret as agent Sweetie Drops, in a role similar to Fleur de Lis but without the need to often pretend she was a courtesan or trophy wife. Time Turner's research had led to a number of advances in society until the enemy had co-opted it wherever possible. He'd tried to make a better world, but to his horror his inventions were now used to mass produce weapons.

Gears twisted and creaked when the steel entrance slid open. It came to a stop with a shudder as they climbed the ladder to the surface. Starlight couldn't help but let curiosity get the better of her. "How do you keep all this secret?"

"It's not easy. Fortunately I foresaw such a problem when Fancy Pants moved us here, and I set up contractions that allow the entryway to shift as needed." Time Turner tapped a pen held between his teeth on his notepad. They were scribbled with schematics for machines he'd never been able to realize. "As for the tunnels the earth ponies carve them out and collapse them as necessary. We've almost been discovered so many times..."

"I don't understand why they're so cruel," said Derpy with a frown. She was perhaps the only surviving pony that had almost completely maintained her naive innocence.

"Because they're monsters that need a bullet in their brain pan." Bon Bon practically snarled the words. She'd wracked up quite a killcount over time but took little solace from that. She simply moved from one corpse to the next, like AJ determined to wipe out every last enemy. But she knew it hardly mattered while their true adversary still thrived.

"Come on Bon Bon," said Lyra who covered Derpy's ears protectively. "Tone it down a notch." She shot Time Turner a disapproving look. "Why'd would you bring her here? Taking some innocent mare into a dangerous situation, exposing her to ugliness and-"

"Because I want to show Derpy the wonders of the world! She can learn from it!" His manner was cheery but she could tell he was on the defensive; he'd never admit that he was lonely and that he liked to show off. Especially to somepony he perceived as inferior.

Lyra shook her head in exasperation. "She'd be better off with a book!"

"Hush. Fancy Pants approved it so she stays," said Bon Bon who scouted the area from side-to-side with her eyes. She kept a rifle at the ready, one of the most advanced arms in Equestria, which hadn't yet been mass produced. "She can stay at the rear."

Vinyl Scratch snorted and poked her roommate. "You hear that? She said rear."

Octavia rolled her eyes. "Really now, Vinyl. Out of all the immature-"

"Take the stick out, Tavi. Just because the world's gone to hell doesn't mean we have to abandon our senses of humor with it. I'm just trying to lighten the mood. There will be plenty of time to get serious later if things go to shit, which is certainly a possibility whenever we undertake one of these missions. These seem riskier all the time!"

"Quiet you two," warned Bon Bon. "Let's collect whatever we can find and move the hell out. Fancy Pants sent me a list of what we need most at the moment."

"I have my own requirements for my contraptions," admitted Time Turner. "Maybe once I've completed one of my old inventions I'll finally be able to turn all this around!"

They headed deeper into the Everfree Forest in near silence. Huge bags were lined with berries, fruits that would soon ripen, and materials such as tree limbs which could be used to make crude devices. They dared not travel to and attempt to raid any territory claimed by the enemy with such a small party, despite the potential riches that awaited them whenever they dared steal into a munition factory, or supply lines placed around key areas such as the breeding camps where most enslaved ponies were taken.

Starlight Glimmer used a spell to quickly strip entire trees clean and tossed the contents into the bags. With her potent magic she would bring them home a bounty of riches that would put their usual haul to shame. She couldn't help but feel a certain pride in her work.

Satisfied she'd more than done her part, she left the others to their work, and hid behind a particularly thick old tree, which was unlikely to be bothered since it appeared to be petrified. She plopped down on her rump, removed the Necronomicon, and greedily started to devour more of its secrets, convinced she would soon unlock what she wanted.

Her hooves traced the dried blood of an incantation as her lips mouthed the alien words. Suddenly the words started to glow. She quickly slammed it shut but the illumination continued to spread from its interior. She heard a ringing she wasn't entirely certain wasn't only in her head and the faces that made up the corner started to twist and moan.

"What the fuck? Stop! I command you to stop! Bad book! Bad!" She smacked it on the tree trunk, threw it down and stomped on it with irritation, but it refused to respond, trying to worm further-and-further into her psyche. She raised her hooves to her head and did her best to resist its pull. Several minutes passed while she bit her lip so hard it bled in order to resist its demands. However she inevitably started to reach for it even as she trembled...

The mercenaries chose this moment to launch their all-out assault. The Necronomicon had come alive to summon them here, knew that its power would radiate, and draw others to claim it. But what it truly wanted was to put Starlight in such a desperation situation that she would be forced to call upon its power. She'd taken too much time and too many precautions to prevent it from easily taking hold of her and it had started to become impatient as a result. Every time she cast a spell from its pages her soul would be stained a little further until eventually her will was completely subsumed by its ancient secrets.

Iron Will stomped towards the front, flanked by beasts he unleashed from chains. He shook a thick jar filled with innumerable Flash Bees that he kept in the trapped scent of stallions and mares, undid the lid to send the buzzing army out to help his monsters hunt. He'd brutalized the animals under him and convinced them his prey were to blame. He'd shown them how to properly brutalize his victims in return for his scant affection.

He remembered the day when he'd confronted Fluttershy's family in her cabin as they hid out. Zephyr Breeze had finally developed a pair and attempted to intervene in his own clumsy way, only to have his neck twisted completely around before his shrieking parents. He'd beheaded the three of them and cut their heads stuffed on his mantle. Her stupid bunny had tried to stop him too only to end up a bloody smear under his boot.

Fluttershy had wailed like a newborn in horror and disbelief, so shaken she was unable to move when he approached. It was only the intervention of Rainbow Dash that had saved her; he still carried those scars which he masked under heavy tattoos. Similarly he was certain Flutters carried scars of her own forever burned into her timid little psyche.

He snapped back from his reverie as a cascade of noise from the latest hunt was underway. Gunfire erupted and shells were cast from their chambers only to bounce upon the dirt as Bon Bon and Lyra unloaded at the swarm ahead. They screamed and thrashed as they collapsed and rolled about, quickly overwhelmed by the murderous drones.

However he had intentionally crossbred this batch to make them far less venomous so that it would take quite some time for the swarm to slay a pony. He wanted to draw out their pain and humiliation, not to mention violate them before he claimed their heads as trophies. "Stupid lesbo cunts need a thick dick in them to know what they've missed!"

Just in case he'd rubbed a special oil into his muscles beforehand which confused their senses and repelled them. He couldn't afford to have the Flash Bees turn on him. The dark cloud parted to allow him in, Bon Bon and Lyra still sobbing and writhing, as he knelt down and pulled their field leader's body to him. He admired their handiwork, especially the puckered red sores they left on her teats, her ass and its hole, and her cunt.

Lyra weakly attempted to reach for her rifle only for him to slam a fist so hard on her forehoof it audibly cracked. She screamed and sniffled. Convinced she was currently no threat now, too overwhelmed by pain and fear to even work a simple spell, he drew the hateful Bon Bon towards his crotch, his penis flopping free of its loin cloth confines. Groans escaped him as he thrusted her onto him. She yelped despite herself.

She'd never been with a male before. In fact she'd never been with anypony but Lyra, hadn't so much as used a dildo on herself, her pussy unexplored by anything but Lyra's tongue and hooves. She cursed and spat weakly and cried as he violently hammered into her. His hands wrapped around her shapely hips and buttocks, pulled on the excess flesh until she winced, felt his cock strike parts of her she wasn't even aware of as he bottomed out in her moist fuckhole and made contact with the entrance of her cervix.

His minions knew better than to murder the mares before he'd had his turn, but stallions were usually fair game. He'd rape one on occasion to put them in their place, especially if they successfully managed to resist him for even a second, but usually they were little more than meat for the grinder to him. He didn't see much use for them in this new world. Maybe they could be used to do common work, but they weren't even that fuckable compared to mares, nor could they conceive more females on their own, and as for soldiers he was far more suited! He turned to see how his merry band of psychos fared.

Another portion of the swarm had descended on Time Turner and overwhelmed him almost instantly. He blubbered and shook under their assault, drool leaking from his snout, as the Queen knew she had permission to do what she wanted with a stallion, and decided to start pumping her eggs into the still conscious sack of meat. He'd served as a new nest until he inevitably popped as a new generation of hatched bees burst from his insides.

Derpy sobbed as she attempted to crawl towards him, thrown onto her belly as the Orthros settled its weight atop her, wings fluttering uselessly as his pair of knotted cocks locked into her holes as it dominated her. But she didn't care about her own pain, only what her friends endured, as she tried selflessly to aid them however she could. "M-Mr. Turner-!"

"A...Allon-sy," mewled Time Turner as spittle ran from his open snout. He suddenly wished he'd completed that experimental time machine so he could undo all this.

The fat Bugbear took Lyra in its claw, lifted her up in a full nelson, and plunged her cunt onto its stinger. She screamed as her walls spread around the pointed tip, but it took care not to actually sting her, enjoying the way she pissed herself in fear at the idea that it would either suddenly fill her womb with poison, or rip her pussy apart at any moment. It dragged her up-and-down its barbed tip which poked experimentally at the hole to her cervix.

"D...don't," she whimpered as he licked the tears from her face. She'd experimented quite a bit more than Bon Bon but had never actually been with a male; the occasional dildo or vibrator was the closest she'd ever came despite all the offers. To her shame her marehood started to drip down the intrusion inside her; she looked away from Bon Bon's whose body similarly reacted to Iron Will despite how much she loathed him.

Meanwhile the Chimera pulled Octavia to him in furry paws, his cock forced into her nethers, while the snake that formed its tail wormed its way up her asshole. She snarled and thrashed in its grasp, all pretense of manners out the window, but it maw opened and hot drool dribbled on her face, a reminder that it could easily bite her head off instead.

Lastly came Cerberus who almost mindlessly rutted the DJ. Its main head sucked upon her horn, and she cooed reactively in response as the blissful sensation rendered her limp, despite the shocked expression on her face. They'd run into thugs and raiders before, even bands of mercenaries, but never one that employed so many savage beasts like this one. Normally their superior firearms would easily make quick work of their numbers.

*****

A few Flash Bees had stung Starlight's pert asscheeks before she teleported away. She put some distance between her and the mercs, a shaking hoof wrapped around the satchel where the forbidden tome called to her. It had finally quieted down for the moment. She wondered whether it needed rest too? For all she knew this was a ploy to make her call upon it, and yet if she didn't, she'd abandon these ponies to their fates.

She told herself she didn't even know them well, that she could always turn back time and fix this once she unlocked the tome's secrets, but knew those were simply excuses to avoid her dilemma. The truth was those monsters terrified her. "Maybe I could run back to Fancy Pants for reinforcements? No, they'd be captured or dead by the time I reached him! Guess I really don't have a choice!" She clenched her teeth and started to read.

A lithe form touched down almost silently nearby. She looked up at the odd lone figure that trotted over. "A crystal pony?! I thought those were all extinct after the Crystal Empire fell!" But on closer inspection something was off about this one. She saw the slit-like eyes, the leathery wings folded on her prismatic back, and the sharp teeth when she smiled.

"Forgive me. I would have taken my earth pony shape but I wanted to make it clear from the offset I have no desire to deceive you." She shifted from her succubus form into the mare she used to be before the transmutation. "My name is Wet Nurse, and I used to serve Princess Cadance alongside my twin sister Foal-Bearer. Unfortunately we were captured by the enemy and forced to serve her. I've only recently escaped."

"That sounds rather far-fetched," she answered with bitter sarcasm.

"Your reaction is understandable. In your position I'd be hesitant to trust me as well. However I assure you it's the truth. I know mere words won't prove sufficient, so I'm here to offer whatever aid I can." She cautiously reached into her satchel and produced a black book. "This is a poor copy of the Necronomicon my mistress created. It started as a book that was once Sombra's which she's steadily added to. But even if it's power is comparatively subdued it's still a potential weapon of mass destruction."

Starlight looked it over with sudden interest. "My friends...they're in trouble." Were this mare to suddenly betray her she'd suffer the same fate as them. But neither could she do this on her own without submitting to the whims of the Necronomicon. "Will you help?"

"I'm not much of a warrior. Even with the aid of a wand," she procured the unicorn horn from her satchel. "I can only cast the most basic of spells. However I'm yours to use as you please." She curtsied daintily. "Lead the way, miss-?"

"Starlight Glimmer. I tend to avoid the battlefield myself," she admitted as the maid retook her succubus shape which was far better suited for combat. "Not that I can't throw down if I have to. I'd simply rather contribute in other ways, like research and development."

She touched the maid and teleported them into the war zone. The mercs were so busy with their prizes that they failed to notice the newcomers. Starlight took the copy Necronomicon from the maid, channeled one of the offensive spells, which cast the very earth to yawn open near Cerberus, a humongous fist made of dirt and vines rising up and dragging the howling beast down. Worms slithered in the soil as it closed over the horny beast.

Vinyl Scratch stumbled back to her hooves and tried not to think about the warmth that dribbled down her loins. She immediately levitated her discarded rifle back into her hooves, and unloaded on the Chimera, a hail of bullets ripping into its flesh. She took care to make certain Tavi wasn't hit, the earth pony dumped from the wounded animal's paws.

Octavia also did her best to ignore the traces of her recent violation that still dripped from her. She galloped back to her own gun, pressed it to the terrified creature's skull, which exploded into fragments and a spray of blood as she mercilessly finished it off. She continued to hatefully pump bullets into its twitching corpse even after it lay dead.

However the others were now fully alerted. Iron Will closed a heavy fist around Bon Bon's throat, still locked deep inside the wounded mare. "Back off or the marecunt dies! I always satisfy a contract and my word's my honor! Guaranteed or your money back!"

Likewise the Bugbear twitched its buried stinger around Lyra's insides until a bulge was visibly on her belly, like it was ready to tear her in halves from cunt to throat in an instant at any resistance. It continued to lap at her steady flow of salty tears. "D-don't worry about me," she said in an attempt to remain brave. "Just...do whatever you have to!"

"Looks like we have a stand-off! Tell you what, I'm a fair minotaur! Offer up your cunts and I'll let the lot of you live as my personal bitches! What do you say?" He was satisfied it was a fair trade. After all they had little chance and he could easily sell them for a nice sum of money. Plus a broken in mare often learned to like the taste and feel of his cock in the end.

Starlight pretended to consider his offer. "What do I say?" She tapped her cheek a couple of times. "I say fuck yourself in Tartarus for all of eternity!" She channeled another spell, and the trees around him sprung to life with snarling faces, their limbs creaking as they reached out, seized the minotaur, and plucked him from his prey and into the air.

"Hey! Iron Will demands you unhand him! He-" His threats turned to howls when his bones started to crunch under their squeezes. Suddenly he knew how all his victims felt as his bowels turned to water. He'd stoop to begging if he could still form the words. Blood leaked from his eyes, mouth, and nostrils, until he popped like a grape under the strain.

In retaliation the Bugbear prepared to fully spear his prey, but Wet Nurse could see the would-be fatal twitch of his abdomen, and used the same spell as before to rush into action, slamming her lithe body full-force into the beast. Normally her small frame would have made little impact, but at such a blinding speed she completely knocked him off-kilter, driving the unicorn horn's spear like tip into his abdomen. The gaping wound spurted warm blood all over the maid even as it drove its claws into her with an animalistic howl.

A tornado of Flash Bees sprung into action, but Starlight cast another spell which weighed the ones near her down, to the point where they collapsed onto the dirt, twitching helplessly as the now partially recovered Bon Bon started to stomp them into a mushy mess.

Unfortunately Glimmer now realized one of the limitations of this fake copy; whatever spells she cast from it could only be performed once. The proper words disappeared from its pages whenever she channeled their power. Any attempts to repeat them would fizzle out pointlessly until a new spell that inscribed in its place. Like a unicorn's power which was drawn from what was stored within them, which was likewise why wands made from their horns lost power rather quickly, the book itself served as the source for each incantation.

The Orthros knew its master was dead and that the battle no longer favored him. Its jaws seized around Derpy's scruff and lifted her up as it bounded into the Everfree Forest. "H-help!" She attempted to break flee and fly away but its yellow teeth held on tight. Bullets whizzed around it and ripped into the dirt as it dashed unimpeded into the darkness.

Starlight considered chasing after them despite the personal risk, but in order to do so she'd have to abandon the others to the remaining swarm, and although she hated to admit it they were more valuable to the cause. She continued to cast more spells to throw off or outright eliminate the angry insects; unfortunately one look at Time Turner's carcass told her it was far too late for one of them. His bloated form twitched from a mass inside him. She'd have to burn his body later to make certain no more of these demons were born.

"Damn it," said Bon Bon. "You okay now, Lyra?"

"Y-yeah. I'll deal with it later," she replied, visibly shaken by the trauma.

Octavia shook her head at the stallion's corpse. "It's horrible."

"Yeah, war is hell. Never believed the poor bastard would meet his end like that," admitted Vinyl. "Always liked to think he was invincible. Like if he died a new stallion would pop up in his place sometime later. Guess that was only one of Derpy's silly daydreams."

"Speaking of Derpy," started Octavia with a look of concern. "What do you think that wild animal will do with her? Is there even the smallest hope she can still be saved?"

"Not likely. Based on its notorious master she'll probably be taken to the nearest breeding farm he visited," said Bon Bon. "I know where it's at, but we can't afford to stage an extraction, especially for one lone mare that isn't even vital to our cause."

Lyra sniffled. "But she's our friend! I can't simply abandon her to such a horrible fate!"

"Unless you can convince Fancy Pants you don't have a choice," she replied.

While the others continued to talk over and debate recent events, Starlight Glimmer approached her recently made ally, who still laid draped upon the now bled-out Bug Bear. She carefully removed Wet Nurse from its bloodied claws and held her close.

Wet Nurse stirred and blinked sleepy eyes. "S-Star...? I can't see very well. Is everypony-"

"It's fine. We won, thanks to your help. You shouldn't have-"

"It's okay. I...probably didn't have much more time anyhow, after...I used that spell a second time. It burned me out," she admitted softly. "Take the contents of my satchel. I wrote a diary that will tell you all about what's happened. And most importantly, should you ever see Shining Armor, tell him I'm sorry...will you? I tried my best..."

She closed the maid's blank eyes and continued to hold her still warm body. She was probably the last of her kind. Another race now extinct. All because of a book she was obsessed with. She suddenly wanted to tear it apart but knew that wasn't possible. She wasn't certain whether it could be destroyed by any means on Equestria. Perhaps if she could find some extreme measure such as hurling it into the core of the sun...

With a hoof she reached into the maid's satchel and fished around until she found the small diary. There were a number of items as well but she'd rifle through those later for whatever could help. In the meantime she started from the beginning and read. Like she promised there was a detailed account of all that she knew about the enemy's operation and how this current situation had come to be. Information about how both versions of Twilight Sparkle had died, how the Trixie of Equestria had first been captured, it was a treasure trove that would shed light on the situation, and could simultaneously tear the survivors apart once the truth was known. She'd have to share it with Sunset Shimmer once they met up.

Old Friends and Old Wounds

Author's Notes:

Warning: This chapter contains Blood/gore/death. Little that could be considered clop in this one, but lots of important plot points.

Over the days Sunset Shimmer continued to visit her prisoner, making certain he was properly fed, watered, bathed, and otherwise treated, talking with him whenever she could. At first he most maintained his silence, then resorted to one word answers, but eventually he started to open up a bit. He would tell her about all the crimes he'd been forced to commit, how he was beyond redemption even if he could be turned back.

She learned much about their enemy and her daily operations. He even confirmed the suspected location of their lair, convinced they had little hope of overcoming his mistress. In truth he doubted she would accept him back. Considering he was already a third-rate choice for the role, and he'd failed on top of that, she would likely punish him in ways too horrible to comprehend. He had no place anywhere now. He was nothing. He hesitated even at the opportunity to see Starlight Glimmer now, who he didn't want to see how low he'd fallen. Instead he simply listened to Sunset talk.

She knew that the loss of Shining Armor couldn't be kept hidden forever, especially while they sought a new settlement, and so she needed to decide whether he could be turned to their side fast. In order to do so she would have to take drastic measures that might break him completely. She hated to be so cruel and hoped it would pay off. She kept the neutralizing ring and chains on all his hooves, took a procession of guards with her, and took him on a tour of the different caravans to face the results of his work.

After a couple of raps the door to a wagon that served as a hospital opened. Nurse Redheart nodded to her and hatefully stared down Sunburst who was led inside. The pristine white insides were filled with cots and stained blankets that were constantly being washed by volunteers. He kept his head shamefully down, passing the wounded civilians and soldiers alike, who moaned in pain or balked in fear of him.

Flash Sentry stared forlorn into the distance, obsessively testing his one remaining wing. A replacement lay beside his bed, but while it looked similar to the real thing, it was little more than a prop that was no use for flight. He was pretty much grounded for life, for many pegasi the worst fate they could imagine. "Hey Sunset," he said weakly.

Sunset smiled warmly at him. He wasn't the same stallion she'd dated in that other world, but she couldn't help but share a similar affection anyhow. "Sorry, it's the best we could do. You've tried it on, right?" He nodded. "Hey, there are spells that grant temporary flight. I know it won't be the same as doing it on your own, but there's always hope. Keep that in mind." She pressed her cheek to his and nuzzled him affectionately. "I'll always be here whenever you need me so don't be afraid to ask."

"Don't worry about me. I'm a trooper. It's Fleur who needs you. She's been pretty much broken after what happened to her. Look after her for me, will you?"

She reluctantly nodded and turned from him. From the corner of her eye she immediately saw his smile fall as he went back to wallowing in self-pity. She made certain Sunburst noticed too before she directed him and the procession of guards further on, driving home what the Four Horses of the Apocalypse had done.

Next she arrived at a private section with a curtain drawn over it. She could see the silhouette of a slender mare behind one section shaking violently. "Fleur? It's Sunset. I'm coming in." She gently drew the cloth aside and cautiously approached the bed where the white unicorn was huddled up in a corner. She'd surrounded herself with pillows in a protective manner, eyes bloodshot from a constant stream of tears.

Fleur de Lis shot a dazed look in her direction. "Sunset? Look at what they did to my beautiful legs." She pulled down the blanket and showed the heavy bandages wrapped around her smashed knees. She started to hyperventilate as the words spilled out. "I told them to be frank, and t-they said they'll probably never recover. They...they may even have to am-amputate. A-at least they offered me some replacements!"

She wrapped her hooves around Fleur and stroked her mane as she held her to her bosom. "Calm down. I won't abandon you no matter what happens. Without your help Flash probably would've died, and I'm sure that wound you inflicted on War helped Shining Armor finally put him down. You're the proudest mare I've ever met."

"I really use to own it, didn't I?" Fleur smiled and for a moment felt some of her old sass return. However all it took was one look at her situation and the facade quickly crumbled. She'd spent many a night thrashing about, having traumatic flashbacks about the attack, how helpless she'd felt. "I...I-I-I'll be okay, Sunset. I promise."

Sunset kissed her on the temple. "I'll visit you some more later."

He was shown further around the moving camp. The coffins carved for the dead which included Applejack and Rainbow Dash, Rarity wearing black attire and a dark veil as she placed white flowers atop them. Tree Hugger doing her best to comfort Fluttershy who continued to mourn the deaths of so many animals. The dead soldiers and civilians, which included quite a number of foals, murdered by the vines he unleashed. It was a moving funeral procession where the one thing that broke the silence was wailing.

Sunburst tried to appear impassive but each sight chipped away at him a little further. After a while he was reduced to a quivering wreck that was barely able to stand, let-alone walk as guilt started to gnaw at him. He stopped and pressed his hooves to his head. "I...I killed them all," he mumbled to himself. "I deserve to die."

"Death is easy. This is your chance at redemption."

He shook his head. "Nothing I could do would ever make up for this. But...there may still be time to save what remains of Equestria. Since the Necronomicon was used to transmute the Four Horses of the Apocalypse, we maintain a certain connection with it. I sensed its power recently, if only for a brief moment. I can tell you where. It's simply a matter of whether the mistress sensed it as well and recovered it..."

*****

For the moment fortune favored the survivors, for Twilight Sparkle had been wrapped up in her masterplan, the proper spells and potions applied to make sure the seed planted within her blossomed quickly. Her milky breasts and belly had already swelled to fullness with the spawn that would eventually serve as her new vessel. She felt the creature stir and rubbed a hoof over her stomach with a low moan in anticipation of its birth.

She had debated whether to maintain Death's services, as she'd proven a capable weapon, but decided to sacrifice her last Horse of the Apocalypse, in order to further empower herself. The skeletal creature had no choice but to obey and had lowered itself into the cauldron where it too had been cooked down into raw components. A number of sacrifices and cultists had also been added, and more potions as well, alongside the ejaculations of stallions and mares alike, their sexual fluids mixing with the flesh, blood, and bone to contact a rich bubbly soup that would help her perfect her masterpiece.

"You have served me faithfully. However soon I'll have little use for you, and besides, you aren't much for companionship like Trixie. At least I found somepony that may be able to replace her." She looked over her shoulder at a second throne she'd had carved for Shining Armor, her stupefied lover lost in a constant happy daze. She selected the most loyal and skilled cultists on a daily basis and allowed him to breed them.

For the finishing touch she had her cultists drag in by chains whatever exotic creatures they had been able to capture, including the rare griffins and dragons that still survived. They shrieked and thrashed and were thrown live into the sizzling pit. Bubbles popped with a hiss and a crimson stain spread over the fizzy surface. She waited for hours until it had cooled to a safe temperature and drank deep of its morbid contents.

She licked her lips with a smack. All she needed now was the Necronomicon and she would be complete. With all she'd learned over the years she was certain to master its secrets in no time. She drifted off into a contented and trance-like slumber.

*****

There was little time to bury the dead. For now the corpses would have to either be burned or collected before the party returned home. Starlight Glimmer closed the diary for the moment, added the contents of the maid's satchel to her own, and looked at the crystal pony's body, which looked likely she was peacefully asleep. She deserved better. But didn't most of the ponies and other creatures that had died ever since this nonsense started? At least her sacrifice had provided them with a potential chance.

She looked to the others who cleaned up or tended to their wounds. Lyra applied a salve to the nasty red sores all over Bon Bon's flesh. She winced and hissed but didn't complain. "Bon Bon, I...I don't think I can do this anymore! That wasn't like the other raids that went out-of-control! Those monsters..." She sniffled at the fresh memories.

"Fancy Pants would understand if you chose to retire. You've been an honorable soldier to the cause," stated Bon Bon. "Just don't expect me to follow you. I have a war to win and I'll do whatever's in my power to make certain that happens!"

Lyra threw her hooves around her. "Please, Bon Bon! You saw what those demons did!"

She pushed her friend off with a rather cold look. "It's Sweetie Drops. Bon Bon's no more than a stupid facade I put on to interact with the public. This is the real me." Granted she hadn't been quite this harsh in the past. However time hadn't been kind and she'd spat back the same cruelty that surrounded her in an effort to end it.

Further on Vinyl Scratch and Octavia waited near Time Turner's bloated corpse. The former had cast a spell to enclose him in a bubble in case a swarm of Flash Bees suddenly hatched from him. The latter had lit up a torch but hesitated to actually use it.

"Hey, I understand if you can't do it, Tavi, but somepony has to. We can't stay here forever, and the moment I let down the spell somepony'll need to torch him, you know?"

"I know. Believe me. And no matter how much it pains me I will see it done." Her hoof trembled when she inhaled and readied the fire which danced about in wisps of smoke. However they were both taken aback when a brilliant yellow radiance coursed throughout Tim Turner's remains and he started to twitch about in a frantic manner.

The pair screamed and took a step back once Time Turner rose. His flesh started to contort before their amazed eyes, portions of his body twisting and collapsing in a bizarre manner, until he was reshaped into an entirely new stallion. The flesh eventually settled down and the aura that suffused him wafted away in vapor-like trails.

Vinyl hesitantly lowered the force-field. "Seriously, what the fuck? Are you really-"

The more youthful stallion pushed aside his now black mane, rolled something between his cheeks, and spit out a dead Flash Bee. "It's me. Well, not exactly him, but the new me, if you know what I mean. No? Well you see I did this little experiment on myself a long time ago. This is hardly the first time I've changed bodies; I've already been through about ten or so of them. Derpy could tell you all about it. Where is she, anyhow? Poor mare is always wandering off into trouble when I'm busy..."

"She's been captured. We fear she's most likely been taken to the nearest breeding farm," said Octavia. "That's where mercenaries usually visit in their off-time and take their captured prey as well. The enemy let's them peruse those disgusting places to keep them satisfied and in line." She shuddered with naked contempt at the idea.

"That seems quite plausible. Poor Derpy. But we'll need a plan to save her."

Bon Bon chose this moment to butt in, the rifle slung over her back. "No way! We don't have the resources for that, and besides, Fancy Pants hasn't okayed it! We'll return to base, talk it over and rest up, then decide what to do from there! Got it?"

This soon broke about into another round of arguing, which reminded Starlight of her old circle of friends, and left her wondering whether this happened often. At least they seemed to accept this reborn Time Turner pretty fast; it seemed that Bon Bon had met some of his earlier incarnations before. She levitated some of the lumber she'd pulled from the trees, and built a makeshift bed of sorts, which she loaded Wet Nurse's body onto. She'd provide the crystal pony with a proper burial whenever time permitted.

She placed it with the other materials she'd gathered, ready to ship out at any time. Her hope was that there arguments would simply run out of steam eventually. It was far too dangerous to remain here any longer; for all they knew more mercenary companies could be on the way. That's when she saw a dark shadow envelope the area...

*****

It was a race to find the Necronomicon in time. Spike sailed over the Everfree Forest, his main head ridden by Sunset Shimmer and Rarity who held onto her midsection, with the other two mounted by Sunburst and Trixie respectively. The stallion had pointed them to the area where he last sensed the Necronomicon and she decided to chance it. She spotted a section where many of the trees seemed to be damaged, opening up into a clearing, and saw a number of ponies below, among them a familiar face. "There."

Rarity nodded. "Spike, please take us down. Gently. And don't harm any of those ponies." The drake touched down like she commanded. She stroked his neck and patted him affectionately. He closed his eyes with a satisfied snort.

Sunset hopped down and stalked towards her old friend. She knew she wasn't thinking rationally but she hardly cared at the moment. All she could think about was how the camp had went to pieces shortly after the Necronomicon was stolen.

The dark shadow momentarily caused Starlight to freeze up, but she wasn't certain whether to feel relieved or even more terrified when she saw who approached. She wasn't mentally prepared for this confrontation yet. "Sunset, I can explain-"

A hoof belted her across the face and sent her sprawling to the dirt. A yelp escaped when she took it without any attempt to defend herself, the contents of her satchel spilling out, including the Necronomicon which seemed to stare back at her.

Sunset's shoulders rapidly heaved, eyes locked on the dark tome. "You stole from the camp, abandoned your friends, and betrayed us all for this?!" She stomped uselessly on its stitched up cover. "Do you have any idea what's happened as a result?"

"Um...no? I wasn't there," she replied almost cowering before her. "Look, I deserved that. But wait until you hear what I've found! There's a whole civilization of ponies thriving underground that far eclipses ours!" She shifted onto her rump and continued. "You know what this means, right? Not only can we finally stage an attack on the enemy's base, but we can eventually repopulate Equestria as well!"

While her posture relaxed and her features softened, Sunset still couldn't help but feel infuriated with her. She understood her reasons and knew she couldn't take the blame for what had transpired; however her presence may have prevented the loss of so many lives. "I should punish you. But there's far too much at stake now, so I'll offer you the chance to redeem yourself instead. Never pull a stunt like that again, okay?"

Starlight nodded meekly. "Yes. I'm sorry. Truly. It was a stupid move, I admit it."

While she wasn't convinced Starlight had learned her lesson she decided to table the discussion for now. "And one other thing." She levitated the Necronomicon and placed it back in Trixie's hooves. "You hold onto this for now. You seem able to resist it."

"But-" The cold look Sunset shot her made the purple unicorn shut up. "Okay." Maybe she could perfect that time travel spell with the copy anyhow. It certainly seemed less risky to utilize that forbidden tome even though it maintained its own dark pull. Nopony needed to know about it and her new allies seemed to pay it little attention anyhow. "Why is the abomination here? After he razed the entire Crystal Empire, too!"

Rarity slid down and draped herself on Spike's main head which was lowered to the dirt. "A part of him still remembers what we had." She tapped the heart-shape stone on her bosom. "He's one of us now. And he's not the only one. Sunburst? Don't be shy."

Reluctantly the stallion drew the reigns on the final head, which lowered in response, until he was able to slide down and trot up to her. "H-hello, Star." He traced the earth with his hooves, too ashamed to meet her stare. "I've missed you terribly."

She dashed up to meet him and tackled him, hooves thrown about her old friend when their snouts met. He blushed and turned his head to one side. "I've missed you too! I was worried I'd lost you forever!" She planted pecks all over his face, unconcerned with what the onlookers thought. "But how?! I was afraid you'd lost your mind forever!"

"Sunset helped me out. I'm not sure I'll ever really be myself now. I feel more like a copy with distant memories. Like I died the moment I was turned into Pestilence and the parts of my subconscious she help stir to the surface tried to rebuild who I used to be."

"Does it matter? Don't be so paranoid! You seem like the Sunburst I love to me!" She wiped her wet face with a sniffle, happier than she'd been in quite some time.

"Th-thanks," he mumbled as she nuzzled him.

Bon Bon and her companions cautiously approached. "We can catch up later. I'll show you where our base is. Of course I don't think he'd fit inside even if Fancy Pants decides he's willing to risk it." She motioned at Spike whose claws plucked the tops from trees and munched on them. "We'll have to see what he thinks once we're back home."

"Fancy Pants is alive? That's wonderful news. Fleur will be so happy," said Sunset who felt a renewed sense of hope. Admittedly it was tempered with a reminder of all the recent losses, her beloved one of those. At best the situation had simply balanced out. At least she could finally lead the camp somewhere that would hopefully be safe.

She looked to the sun which started to peek out, a symbol that represented Celestia imprinted on it, and hoped she would be proud of her. They would be able to avenge Twilight Sparkle and simultaneously set her free. Not to mention the thousands of others lost to this madness. Only then could they start to rebuild a shattered Equestria.

The Equestrian Candidate

Author's Notes:

Warning: This chapter contains Blood/gore/death.

Unbeknownst to the party, the teams of cultists send to aid the mercenaries still watched in secret from a distance, and would report not only what had happened, but where the entrance to the underground civilization was roughly approximated. The majority had little concern for their own lives even if the mistress decided to punish them for their failures; these fanatics would willingly sacrifice themselves for the cause. They would work themselves to exhaustion, use their magic to raise the sun and moon, even literally throw themselves on a sword, whatever it took to procure her love.

A few of them even infiltrated societies and pretended to be common citizens. Traitors had caused the downfall of many towns, and most of them weren't even aware of their double role until it was time to become active, a careful form of brainwashing applied by the mistress so that their secrets wouldn't slip out until it was time for the back-stab. Some of them willingly took on the role while others were coerced or broken into it. One such pawn had been planted with the resistance and remained unaware of this fact.

Sunset Shimmer's camp made their way to this newly discovered civilization once she reported back to them. Since even Spike could only carry so much at a time it took them a number of days before they finally arrived. Nor could he possibly fit into the entrance even if he were welcomed, and so Rarity stayed by his side in the Everfree Forest, doing her best to make certain he felt comfortable. A meeting was immediately called where key representatives from both parties were invited to attend in order to discuss the situation.

A well-polished round table that could seat over a hundred ponies awaited in the amphitheater, designed after something in an old myth, so that Fancy Pants could make it clear they were all considered equals here. He could be too sporting and polite for his own good, but that was also why he was beloved and respected. His well-educated nobility and tireless dedication to the cause had made thousands happily flock to him.

Goblets filled with wine and platters with a small feast were placed at each chair by the servants and maids that attended them. Sconces with torches lined the walls. Echoes sounded from trots when each member filed in and took their places. Behind them were stained-glass murals which represented the Princesses, the former bearers of the Elements of Harmony, and a number of key events that complied Equestria's history.

Fancy Pants waited until everypony had settled down. "Welcome, ladies and gentlecolts. I am honored you could all come tonight. There is much I wish to discuss about the future of Equestria, but first of all, I'd like to welcome our newest allies to our humble city." There was a stomp of hooves as he toasted with them and daintily sipped at his drink. He scanned the faces and paused at one of the raised hooves. "You have the floor."

Clearing her throat to seize their attention, Starlight Glimmer removed a diary the crystal pony had passed onto her from a satchel, pondering how much she should reveal of what she'd learned. "This book holds a ton of secrets about our nemesis. It was compiled by one of her servants who escaped her temple and helped save my life."

"Good. Maybe we can finally finish this with our combined resources," cut in Bon Bon.

Lyra shook her head. "What about Derpy? Can we mount a rescue operation?"

"One mare isn't a priority," reminded Bon Bon. "I'm sorry."

Fancy Pants pulled on the corners of his mustache. "Well...you told me she was most likely taken to the nearest breeding farm? That would be the Flesh Factory. It's a symbol of the enemy's power. Should we take it down we could bolster morale, claim some of their resources, liberate the slaves, and destroy a symbol of her power all at once."

Bon Bon chewed on her lower lip. "Can we really support that many slaves?"

"I will find a way no matter what personal sacrifices must be made. I admittedly do live a lavish lifestyle at times. Old habits die hard and all that." He took another sip.

"With the help of Spike it shouldn't be hard to smash a factory," said Sunset Shimmer who lazily stirred the contents of her chalice with a hoof. "Of course he'd have to be directed properly or else a whole lot of slaves will end up torched in the process."

"Perhaps he would better serve as a distraction," said Time Turner who now wore a bowtie. "He could serve as the main muscle while we infiltrate that awful place."

Lyra beamed wide. "That sounds like a plan!" She still hadn't recovered from the last attack, and maybe she never truly would, but some of her old enthusiasm returned. She'd often keep herself busy in order to push back the harsh reality of the world outside.

Realizing she was outnumbered Bon Bon softened, and folded out a crude map of the Flesh Factory's outside perimeter. "This is all the intel I've gathered on the place, with a little help from other agents like me. Not much I know, but it'll have to do."

Tree Hugger laid back with hooves behind her head and her hindlegs crossed atop the table as she took a drag from a joint. "Sounds righteous, man. Call me crazy but I've been craving a little more action to get the blood pumping, you know?"

She passed the doobie to Fluttershy who politely took a small puff to calm her nerves. "Um, I can't help but feel a little nervous, though. For once the situation seems to be in our favor, and whenever that's happened, it's led somewhere bad, hasn't it?"

"Too much weed'll make a sensitive mare paranoid," she teased.

"You know that sister," answered Vinyl Scratch who hoof-bumped her. "Come to my club sometime and I'll hook you up. We'll party like the world's about to end!"

"Really now...as if one of you wasn't bad enough," said Octavia with a huff. She often had to keep her party animal friend in line when things were serious. But nopony could deny they were often an effective team whenever they put their minds to it.

Whatever that ominous premonition was, Trixie somehow felt it too, almost like a sixth-sense she'd developed over time. Maybe it was due to all the trauma she'd seen and experienced, but she looked to all the stallions and mares here, and intuited that one would betray them at a key moment. For all she knew it could be her, not that she had a reason to. But she worried the mistress still had some supernatural hold over her slaves.

Or maybe it was the pull of the Necronomicon which she had wrapped in a series of chains and locks before she threw away the keys. Of course that was ultimately pointless; she could easily lock-pick them with her talents. At best it would slow her down a little.

She wanted to believe it would be one of these ponies she didn't know so well, but feared it would more likely be somepony close. For the moment she managed an uncomfortable smile, drinking down with both hooves, while the other attendees laughed, chit-chatted, debated plans about the future. Starlight would continue to share more secrets from the diary that shed more light on the situation. She'd filled in some of the holes herself in private with Sunset Shimmer and Shining Armor during their more intimate moments.

Later that day Sunset would call another meeting, this time with her ponies, where she broke the news that Shining Armor had been captured. This had exactly the devastating ripple for morale she feared, albeit somewhat counter-balanced by their new home. It might take quite time but she assured them they would adapt to the situation.

*****

Emotions that ranged between excitement and dread filled Fleur De Lis at the news that her love had somehow survived the attack on Canterlot. In a sense she'd never properly mourned him. She'd simply tried to harden herself like so many others, ended up cold and cruel as a result. She refused to let them amputate. She'd take the risk that her body could rot away if there was even the smallest chance she could somehow fix her back knees.

She timidly sat on the edge of the cot and pressed the buzzer to alert Nurse Redheart she was ready to allow company in. Drawing the blanket over her lower half when she heard a gentle tap nearby, she called, "Come in!" Her heart almost stopped when she saw the debonair stallion approach with an elaborate bouquet of flowers held to his chest.

Without thinking she rose from her bed and stumbled right into his grasp. The flowers scattered about forgotten once he held her close and she locked lips with him. For a couple moments they closed their eyes and savored the taste of one-another.

He reluctantly withdrew from her after a couple minutes, dabbing at the spittle that connected them with a napkin. "Yes, well...I'm relieved to see you too." He tried to play it cool but anypony could tell he wanted to leap right out of his coat. "Your other guest is here as well. She's told me all about what an amazing warrior you've become in my absence."

Rarity was starry-eyed to see the old couple reunited, albeit a tad envious, reminded that she would likely never experience the same. She threw her hooves around the pair and kissed them both on the cheek. "I always knew there was still hope, darling. I only came to say hello, really. I'd love to stay, but I wouldn't want to impose, and besides, I dare not leave my poor Spike alone for too long. He seems to obey Trixie's commands well enough, but I cannot risk whatever may occur should she lose control of him."

"That's an excuse and you know it. You want us to finally have some alone time," said Fleur with a titter as Rarity turned a tomato red. "But I won't let you off the hook that easily." She flared up her horn and delicately pulled the mare over to the bed.

The white cot creaked when Rarity landed on her rump and bounced a couple of times. She and the stallion locked eyes for a moment then looked away as their blushes deepened. "Um, it's a nice offer, Fleur, but I can't. It would feel like a betrayal of Spike." She stared at the heart stone draped on her breast. "I've never truly moved on from him."

"And you never will. It's been years since you lost him. The dragon you loved is no more. You know that. And he'd want you to move on and be happy." She took a napkin offered by Fancy Pants and dabbed at the dark mascara that had started to run down her friend's cheeks. "I had Redheart clear out this space for a couple hours. The other patients are being taken for an extended lunch and recreational time around the hospital." She fluttered her lashes at them with lidded eyes. "We're free to do whatever we like until then."

"Fleur de Lis! An impromptu ménage à trois in a public area?" He dabbed at the perspiration that laced his brow. "You always were a wild vixen, but that would be scandalous!"

"Don't pretend you two haven't fantasized about this. I've seen how you've looked one-another over in a sly manner when you think nopony notices. Not that I mind. And you think I'm beautiful, don't you, Rarity? I do bear some resemblance to Sassy Saddles, do I not?"

It pained her to hear that name but she nodded. "That is true. Your appearance is hardly the issue. I...I'll stay. But I'll only watch. Do not ask me to participate."

"As you wish. But should you decide otherwise feel free to hop on in at any time. You can do whatever you like with him," she teased with a stroke of his sheath. With a swallow he bristled and his meaty stallionhood tumbled free under her mischievous love taps.

Rarity stared wide-eyed and shook her head. It's true she hadn't been with anypony since Spike's loss, had barely even touch herself then, thinking of him on the rare occasions she did. She'd simply envisioned a future where she withered into an old maiden forever alone until she died, and accepted that role no matter how much it made her weep in private.

The model pushed him back onto the bed, practically tore his garments off as she mounted him, all but growling with her unsatisfied needs. Despite her wounded knees the rest of her seemed to be in quite capable shape still. She'd been exercising whenever possible to made certain no muscle atrophied. The main annoyance in their relationship was that she always had to initiate sex. He would flirt all day but never move in for the kill.

His stare held the onlooker's own when he filled his lover's entirety. "Oh my word."

"Shut up and let me fuck you." He quieted down instantly. Relaxed the best he could when she drove her hooves into his fur-covered muscles. She bounced atop him. Grinded her lithe hips. Clamped her slippery walls down so hard he was almost locked into place.

He took one of her hooves, peppered it with kisses, and suckled on it lustily. His horn lit up as he surrounded her mounds with an aura and rolled them in a circular motion. Her erect pastel nipples twitched, making her wish Rarity would simply leap in, and take the nubs of flesh within her teeth. The sex between the three of them would surely be divine!

With permission Rarity had posed for tasteful but erotic portraits that filled her lover's art gallery. He liked to claim it was to produce and conserve culture, pretended he was above carnal needs as he discussed philosophy and politics, but a part of him was worldly like she was. he could partake in their mere company later. She needed to be fucked. Hard.

Rarity's breasts heaved when she watched the coupling despite herself. She couldn't deny they were a cute pair, and if he hadn't been taken and Spike hadn't come of age in time, she might have pursued him instead. He certainly had most of the qualities she desired. He was far too passive in the bedroom for her tastes but she could have worked past that.

From her viewpoint she could see Fleur's slender back caked in a thin sheen of sweat that rolled down to her hips and cutie-marked buttocks. Even the circle of her ponut and her delicate flower were a delicate shade of pink that matched unbelievably soft and smooth skin. In contrast she violently drove Fancy's member into her wetted love tunnel.

She shivered with her own unsatisfied needs and squeezed her loins for some form of release once she felt moisture start to leak down them. She bit her lips to silence a moan, her vulva winking until her swollen heart-shaped clit felt like it would burst. She could easily rush in and satisfy her cravings. But she looked back at the heart stone whenever temptation threatened to overwhelm all common sense. "Ah...oh," she cried.

Fleur tossed her mane and looked back at her with a smirk. "Like the show?" She watched her heave and licked her lips. "Ooh, I think she's close, Fancy Pants."

"I-I'm close, too." He strained to hold back. "Should I...pull out...?"

"Like I'd offer you a choice," she teased with a sly wink. "I want it all inside me."

To push him to his limit she switched her telekinesis to Rarity's legs, forcefully spread them open with the aura that held them like a pair of hooves, and likewise she parted Rarity's pussy and asshole so far they gaped open, which caused her and Fancy to lose it. "S-Spike," she screamed in a shrill manner trying to focus all her emotions on her old love as she gushed uncontrollably over the climaxing couple. Her marecum practically rained all over the room, splattered the sheets, walls, and ceiling with her desperate release.

Fleur snickered evilly with a hoof raised to her mouth, continuing to milk the warm seed from his penis. She rubbed the droplets that bathed her into her skin, tasted the ones that dripped from the curtain over the cot. "Your cunt is so sweet and tasty, Rarity." She slid off her love, rubbed his still erect cock and her cheek, which smeared it in a mixture of his and her cum. "You want to help me clean him up?" She slowly lapped up his member.

"I...I simply can't." Without another word Rarity dashed from the hospital without a look back. The couple shared a certain disappointment but neither were surprised. She had tried to talk her love into inviting the fashionista into their bed many times before, but he'd politely turned the idea down, afraid it would permanently harm their friendship.

*****

Rarity took care to follow the path she'd been shown back to the surface, moving from one maze of tunnels to the next as necessary, until she reached the stairs to the entrance, which she opened with a mechanical wand-like device Time Turner had led her borrow. A sonic buzz sounded when she operated it and the entryway creaked and slid apart.

She climbed her way free and hoped she didn't look to uncouth. Just in case she took a moment to freshen up, using a silk napkin to wipe her runny makeup, and another to remove any moisture that still stained her nethers. She couldn't believe how she'd lot it after all this time; or how pent up she had been without a lover to please her.

A short distance away Spike laid about, tended to by Trixie, Fluttershy, and Tree Hugger who made sure he was properly fed and watered. Now that he wasn't simply used as a tool of destruction he seemed to like the company of mares. He would happily graze at the plant-life around him while Fluttershy sang him sickeningly sweet songs to soothe him.

"Good boy," said Trixie with a pat on his head.

"He's not an animal," said Rarity defensively as she approached.

"But he is quite sweet once you know him," said Fluttershy with a stroke of his scales. She fed him more of the special berries that she and the hippie had prepared.

"Whatever you say man. I need to take another leak," said Tree Hugger. "Look after him, will you? I'll be back in a flash." She trotted off deeper into the woods.

"She sure has wandered off a lot. Trixie thinks she doesn't like Spike much! Maybe she can't help but think about all the chaos and destruction he caused." She stopped herself when Rarity shot her a dark look. "I know it's not his fault, but think of it from the common ponies' perspective. He's been a tool used to spread terror for quite some time!"

Rarity rubbed him under his chin. "He'll be seen as a hero by the time this is over. I'll make certain of that." She had a rather ambivalent reaction about him herself every time she saw him. She could still vividly recall how Coco and Sassy had ended up in his fiery belly.

"I think she came here for my sake really," said Fluttershy with a pained smile. "She's always there for me ever since..." She didn't dare finish that sentence. It carried too many painful memories. Her family was no more and she'd lost so many friends too.

"You can head back inside if you like," offered Rarity. "I'll stay with him while he sleeps."

"I don't know.... The Necronomicon might be safest when Spike's around," admitted Trixie who tapped a hoof to her chin. "Not that I'm remotely incapable, mind you. But even I need a little help now-and-then. Plus, I feel a certain kinship with him now, maybe thanks to my double? She treated him like he was her pet, after all." He nuzzled her and she snickered.

"I'd like to spend some more time with him too," said Fluttershy. She whistled and popped more berries into his main mouth until the heavy wicker basket was emptied.

A rustle sounded nearby. At first they paid it little heed, believing it was simply Tree Hugger returning, but a number of black cloaked figures seemed to emerge from every section of the forest, faces mostly obscured by dark hoods. Curved sacrificial knives flashed in the darkness, lit up by the rays of the moon which gleamed across cold steel. From a glance it appeared that they numbered well over a hundred with more likely in the distance.

Spike immediately rose to defend them, only to stumble about in a drunken manner, his body unbelievably heavy. He'd become sleepier-and-sleepier with each berry he ate, his heads now limp and moving about in a confused manner. Nonetheless he strained his tired muscles to push himself forward, attempted to scorch a mob of the cultists, only to belch out black smoke and a few embers which danced in the air and lick the grass about him.

The more he struggled the more tired he seemed to become. He blocked rarity in a protective manner before he collapsed onto his side with a thud that shook the earth. "Spike," she cried and ran to his side. To her relief he was still breathing.

"Get help! Trixie will handle this!" She seized the Necronomicon between her snout and tossed it to Fluttershy who floated up and caught it. Fishing about the inner pockets of her cape, she cursed the fact that she hadn't prepared any more smoke bombs or miniature rockets. Her spells weren't suited for direct combat but she tried to act brave anyhow.

Rarity's features were fierce when she lit up her horn, levitated whatever debris she could find nearby which included a number of rocks and pointy sticks, and prepared to use them as improvised missiles on the attackers. She huffed her bosom and stood protectively in front of the downed Spike, ready to lay down her life for him like he would for her.

*****

Tears streaked down Fluttershy's face when she sailed across the Everfree towards their homebase. She hated to abandon them, and to lead the enemy back there, but they needed help, and were the Necronomicon to be retrieved they would be doomed. She pushed herself harder than she ever had before, felt like she could easily help whip up another hurricane if necessary, determined to render whatever aid she could.

She spotted Tree Hugger ahead and breathed a sigh. At least one friend was okay and she'd already made her way to the entrance. "Hurry up, Flutterbuns! No time to lose, you dig?" She waved her over impatiently. "Here, hand that nasty old book over to me. I'm a much faster runner than you are, and besides, you look pretty pooped already."

"O-okay." She panted and passed the now sweaty tome over. She remembered the pull it had over her in only a short time. She still hadn't come clean that she'd stolen into the vault. She'd have to confess later when they were all back home and safe.

Bushes nearby rustled and the Orthros leapt out with a snarl. Drool leaked from the yellow teeth of both heads. "Stay back and leave this to me!" Fluttershy inhaled deep, took a dominant posture, and opened her eyes wide as she used The Stare on the beast.

The creature met her attempted intimidation unfazed. Its spirit had been so broken by Iron Will that little else could frighten it. And with the loss of its master it now obeyed the mistress. Its paw lashed out at such insane speeds that Flutters was unable to do more than cower for a moment, a wing breaking with a cruel snap under the impact, her soft form falling limp in the dirty. She whimpered as the animal towered over her. "T-Tree-"

"Sorry love, but I have to do whatever the mistress commands. It's nothing personal, you know?" She bent down and kissed the shaking pegasus on her temple. "What a shame we won't be able to have anymore fun times, chickadee. Maybe in the next life, man."

Fluttershy could only blubber. "W-why...?" But her friend coldly turned her back on her, and the Orthros descended, her screams mixed with the sound of torn flesh, broken bones, and the splash of blood which was cast about as she was violently ripped into pieces.

Once the Orthros finished its meal Tree Hugger hopped onto its back, and directed it back to the temple with the Necronomicon clasped to her. She was a rare escapee from a breeding camp, but in truth the mistress had secretly liberated her, knowing she would return to one of the camps, and so she'd had her brainwashed, and used her to spy on her would-be prey. Of course the earth pony had no knowledge of this. She was only active as an agent for short periods whenever a cultist spoke the proper incantation to her.

Whatever oddities and discrepancies in her personality were put down to her already eccentric demeanor, the extensive trauma she'd suffered as a breeder, and the even heavier drug abuse she partook in to dull her often suicidal depression. Not that they were entirely mistaken. She'd almost completely fried her brain with various substances, rather than face the horrors of reality which haunted her every waking moment.

She'd never been considered particularly valuable even as a spy before. But tonight a unique opportunity had presented itself which the cult seized on. They spotted her the first time she went to take a leak, spoke the words to make her fall under their spell, and provided her with the poisons they used to paralyze victims they captured.

She'd slipped a dose so massive it would have killed a smaller drake several times over into Spike's berries when Fluttershy was busy singing and massaging him. The clear liquid was flavorless and almost undetectable; a perfect weapon for any would-be assassin. He would probably metabolize it quite soon, and hundreds of cult members would be sacrificed, but their lives were inconsequential compared to the Necronomicon.

Baker's Dirty Dozen

Author's Notes:

Warning: This chapter contains Non-consensual sex, blood/gore/death.

A number of cultists were felled before their numbers closed in on the mares, knives laced with traces of the same substance used to knock out Spike. Rarity and Trixie would be considered valuable captures for a number of reasons, who could either be used as sacrifices or sent to the breeding farms, as both were key members of the resistance. Had Tree Hugger not acted on her own they would have taken Fluttershy too; but all these losses would be considered acceptable now that the Necronomicon was reclaimed.

"Damn it there's no end to this madness," said Rarity. She clasped a hoof around the heart stone. "Trixie, maybe you can still slip away. There's no reason to die here with us!"

"No way! Trixie hasn't come this far simply to die like this!" But she couldn't deny it looked pretty bleak. Most of her spells could only confuse, distract, and misdirect. In support of warriors she could prove invaluable. But on her own? She had to admit her limits.

They backed up against Spike when the mass cornered them from every direction. A roar sounded behind them when the three-headed dragon stirred, his limbs still heavy as he shook off the poisons in his veins, which he drooled out between sharp teeth. He weakly raised a claw protectively in front of the mares, all his heads breathing weak pillars of fire into the mobs, which screamed and twisted as they smoked and burned.

Rarity was forced to turn away with eyes closed, the memory of when the dragons attacked burned into the minds of all pony survivors, the pungent smell of cooked flesh on her nostrils. She clasped hooves with Trixie who trembled at the sight.

The assailants started to scatter with their advantage lost. He continued to rip apart cultists, tossed their broken bodies into the air, crushed and ate and burnt them, determined to kill any creature that could threaten his friends. Within a couple moments dozens of them lay dead. He lowered his main head and the pair hopped on.

"Never mind these fanatics, we have to find Tree Hugger and Fluttershy! Take us back to base, will you?" he moved to obey Trixie's request despite how heavy his limbs still were.

Sluggishly he bounded his way back home. His wings were reduced to little more than decorations at the moment, his vision was hazy, and his senses dulled, but even in such a weakened state no common soldier could hope to do more than momentarily delay him. The earth quaked under his uneven stomps, his limp tail dragging behind him.

"Wait a moment," called Rarity who slid down. "No! No, it can't be!" She spotted the severed yellow wing nearby, felt her world collapse as she staggered forward, and the bloodied mess spread over the soil confirmed her worst fears. "Fluttershy..."

Trixie hastily turned away, covered her snout with a hoof, and retched until she dry-heaved. Once more they were too late. They had no idea whether Tree Hugger had suffered a similar fate, or been captured by the enemy, but she feared her worst fears had been realized. They had been betrayed and now their nemesis held the Necronomicon.

*****

Shortly after news of this latest tragedy reached the others, a raiding party was quickly assembled to attack the Flesh Factory. It would take a few hours before the last traces of poison were expelled from Spike, and he'd be sickly for some time after that, but Rarity felt she had no choice but to call on his aid for the sake of everypony. She hated to ask something like this of him, especially in his wounded state, but knew there were things at stake that went far beyond their feelings. She stayed by his side while he recovered.

Bon Bon was placed in charge of the party, with Sunset Shimmer, Starlight Glimmer, Rarity, Trixie, Lyra, Time Turner, Vinyl Scratch, Octavia, and Pinkamena selected to aid her. Flash Sentry also volunteered his services despite his lost wing. He'd fitted the life-like replacement into place, and with practice, discovered that he could still make short downwards glides at least. Fleur de Lis had also wanted to offer her assistance, but knew in her current condition she would ultimately prove little more than a hindrance.

They were offered their pick of armaments from the city's vault, which included a number of explosives and firearms, while what enchanted armor still remained was passed between them. "Get yourselves kitted up and move your asses out," ordered Bon Bon.

Octavia chewed her lower lip. "Is this a rescue or suicide mission?"

"Could be both. Think of this as an opportunity," said Vinyl who looked at all the weapons that lined the walls. "Fuck yeah! I always knew I'd have my pick of the lot someday!" She was like a foal in a candy shop with all the toys on offer for her to casually peruse.

"Wait. I...I want to come too," said Sunburst who stood outside the vault. He'd had a costume fashioned that matched his old one, and aside from looking much more tired and older, he could almost be his old self. "I've...learned a lot about alchemy under the enemy's direction, as you know. I can now turn that power to your cause."

He knew no deed could ever made up for what happened. Some ponies would always hate him and maybe he deserved that. He wasn't certain. "I need to do this. Please."

"We'll take any help we can. You're in," said Bon Bon who loaded a bolt-action rifle.

Pinkamena sneaked up behind him and stuck a knife to his throat. "But do anything dumb and I'll cut you myself!" She paused. "Just kidding! Or am I?" She snorted and hopped away from him, bounced around the armory, like she was in the midst of a sugar rush. She would often disappear for stretches only to reappear at the most unexpected moments.

Starlight rushed to his side. "You okay? Don't worry, that's how she likes to tease other ponies. I think." She couldn't understand what Pinkie Pie had become nor did she want to.

"I'm fine. I need to redeem myself somehow. If every last pony wants to cast stones at me? Well, I'll simply take them." He adjusted his glasses. "No matter who's responsible, blood is still on these hooves. It's about time I somehow balanced the scales."

She held him. "I'll always love you no matter what."

"I know you will. But how can I ever love you back when I hate myself? I need a purpose or I can't continue like this. All I want is to put a stop to our nemesis. She violated us in ways I can't even explain." He bristled with quiet anger. He'd lined the interior of his cape with tiny vials in preparation. "I must prove to myself I'm still the old me. That Sunburst isn't dead."

She looked to the false copy of the Necronomicon and told herself even evil could be turned to their cause. Few ponies seemed to understand that sometimes one needed to operate in the dark. She'd exploit the spellbook until its contents were burnt out.

*****

Once they were certain Spike was ready to fly, the entourage loaded up on his scaly back, and set off towards the Flesh Factory. The Everfree Forest whipped below them as they sailed across the starry skies framed by a pale moon. In order to rescue Derpy and liberate the slaves they would take a desperate risk, in the hopes that with the numbers and resources claimed would enable them to launch a final assault on their nemesis.

After a couple hours the dome hovered into view. It looked almost peaceful from the outside despite the numerous guard towers that surrounded it. Each nest was loaded down with turrets and stallions patrolled barbed fences that surrounded the trenches.

Spike allowed them to parachute off his back into the compound, and quickly moved to strike, knowing without his distraction they could easily be shot down. His shadow obscured the terrified soldiers below who sounded alarms and opened fire on him. He reeled back all three of his heads and unleashed a fiery holocaust that melted flesh and steel. He was still comparatively weak but their bullets bullets bounced harmlessly off his hide. Some of them retreated to seek out the heavier arms in hopes he could be stopped.

Meanwhile alarms wailed as the dozen infiltrated the Flesh Factory itself. Most of them had little experience with the breeding farms; they'd merely heard the rumors of how terrible such places were. They mentally steeled themselves for the horrors that awaited inside.

Inside stocks were lined up in rows where mares were bound by the hundreds. Rows and rows were visible where anypony looked, their backsides presented and ready to be mounted. Some of them were branded, scarred, bruised, or bloodied, wings and horns sawed off to keep them in line. The fully broken in ones had their cutie marks scorched away. Those who whimpered too much were whipped or beaten to silence them.

Even many of the stallions treated this as routine. They'd lined up, dump their seed in their mare of choice until a certain quota was met, then move on. Sometimes they would write or draw lewd stuff all over them, or they would be particularly violent in their ruttings, whatever it took to break the monotony. Some of them would team up and stuff their cocks into pussies, asses, and throats at once in order to punish their cocksleeves.

From up high there was an office where the Madame could overlook her work. Her commands shouted from the speakers set up. "Ignore the alarms! You have work to do! You've been offered a privilege by the mistress, so enjoy yourselves! After all, you wouldn't want to be turned into mares like those stallions that refused to participate, would you?" A special section was set aside for the males who refused to rape the females. They were transformed into lovely mares and were subjected to particularly brutal violations in order to make it clear what would happen should to resistors.

"Grotesque. But there is an art form to it," noted Time Turner who scrunched his nose at the musk of sexual fluids that filled the air. Some of the mares had fully swollen bellies, while in one corner were tossed the mushy remains of births that were unsuccessful, flies buzzing about the slimy mass of flesh and blood. "Now, to find my hapless assistant."

"That voice sounds familiar somehow." Rarity dredged up old memories while they took shelter in the eerie red aura of one of the hallways. "No, it couldn't be. Suri Polomare?!"

"I don't care who that bitch is. She's dead," said Bon Bon who narrowed one eye and took aim with her rifle at the office. "Damn! Probably reinforced. Not sure a bullet will penetrate."

"How many soldiers are there," asked Lyra who nervously danced about.

Octavia peeked with them around the corner. "Probably over seven hundred. And that doesn't include whatever troops are inside the rest of the compound. There could be thousands of these vermin here. I can't let Derpy suffer this a second more."

"We need a plan," reminded Sunset Shimmer.

Sunburst prepared the vials from his cape. "I can neutralize most of the sentries. You all can finish them off. Remember, our priority is to liberate these slaves." He felt sickened to watch how the mares were tirelessly worked over until some of them collapsed unconscious in their stocks. It was a reminder he'd indirectly supported this atrocity.

There were some so broken they stared ahead with dead eyes. Others had eventually surrendered to the situation, their minds so shattered they panted and pleaded for more, desperate to serve their masters however they could. Tongues lolled from their mouths and eyes rolled into their heads as they whimpered and squealed whorishly. He felt momentary contempt then reminded himself that they were all victims too. He certainly couldn't cast any stones after he'd been completely violated into a monster.

"Can we reach that office? I want to confront Suri directly," said Rarity who narrowed her eyes. She'd hoped that pony would turn over a new leaf but she was far worse than ever.

"Leave it to me! No vents are too small to keep me out," said Pinkamena who could apparently contort herself to insane degrees ever since her incarceration. She'd used that skill to slip out of so many straight-jackets in the past. "Come on, Rare! We'll leave this to the rest of them!" She took her by the hoof and yanked her towards an air vent.

Vines arose from wherever Sunburst dumped the contents of his tubes, and he tossed more further in once the attack fully commenced, the coils enslaved to his mental commands as he seized dozens of stallions. Most of the breeders were unprepared and were easily felled once bullets ripped into them. Gushes of blood were mixed with screams. The now full-alerted soldiers turned to meet their opposition.

The would-be rescuers took care not to hit any of the mares, but the slavers took no such precautions, spraying in wild arcs that occasionally downed an immobile slave. Some of them screamed and thrashed and pleaded for help, while others simply bowed their heads to accept their fate or even welcomed death's release. A few stallions even used them as cover while a stream of bullets continued to whizz about in an endless staccato.

A combination of smoke bombs and mini rockets were used to misdirect the slavers. Trixie only had a short time to cobble some up before the attack so she needed to use them wisely. She also helped Lyra take fire axes to the stocks in order to free the mares. Some like Bon Bon were far too focused on punishment, rather than the rescue operation they were meant to be focused on. It didn't matter to her how many enemies were killed; only how many could be saved before they finally demolished this hellish place.

*****

Rarity wasn't certain how she'd been able to squeeze into the vents, but with Pinkamena's help she'd made her way up to one that connected with the barricaded office, and she popped off the cover, before slipping down to confront the mare at the controls. A clatter sounded and the Madame snapped to attention. "So, you sold all these mares out!"

For a moment Suri Polomare appeared shocked. Then she quickly recovered and stared the intruder down. "Rarity. I'd heard you survived. I can't wait to stick your oh-so-lovely lily white ass in one of those stocks." She nodded below at the bloodthirsty confusion that currently ensued. "Most beautiful mare in Equestria?" She huffed and planted hooves on her waist. "You'll wish otherwise after a few thousand stallions brutally rail your holes!"

"I know you've always been selfish, but how can you do something so terrible to another mare? I wouldn't dream of such a fate even on my worst enemy!"

Suri snarled and bared her teeth. "Don't pretend like you understand the situation! You had lots of friends to back you up when Equestria started to fall! I had to make it on my own! I was simply smarter than most mares and bargained myself into a position of power! Yeah, I admit it! I sold out Manehattan in order to save myself! And you would've done the same rather than end up some cocksock for every horny stallion in the land!"

She'd worked herself up into tears in order to justify what she'd done. In truth she needed to convince herself more than anypony she'd only done what was necessary. That the city would have fallen anyhow and she'd simply be another endlessly raped broodmare who'd probably end up with aborted births most of the time due to the harsh conditions here.

"So you cheerfully submitted to the enemy simply to save your own skin." Rarity wasn't certain whether to loathe or pity her. She softened her voice and remembered her friendship lessons. "Suri, it isn't too late. I'll vouch for you. Return with me and-"

"Don't you dare look down on me! You'll never understand what I've endured! Never!" She suddenly cast her an evil smirk. "I heard about what happened, m'kay? How your Spikey-Wikey flipped out and became a mass-murderer that wiped out the Crystal Empire? And ate those morons Coco Pommel and Sassy Saddles?" She drove it in further. "I'm sure he would've eaten you up too if he didn't like the taste of your slutty cunt so much!"

Rarity tried to remain calm. She offered her hoof. "Please, Suri. I-"

Suri started to reach for a pistol nearby. Then a shrill scream escaped her once a sword sheathed itself in her cunt. A mixture of blood and marecum dripped over the shiny steel blade. She stared wide-eyed with a muted whimper, tried to look over her shoulder at her assailant, only for the sword tip to drive further, until it exited her throat in a bloody spray.

The warm shower of crimson splattered Rarity who wailed and reflexively looked away. She wouldn't wish such a terrible death on anypony, not even her, and wanted to believe she still could have saved her somehow. "Pinkamena, was that truly necessary?!"

Once the blade was withdrawn Suri's horrified corpse crumpled at Pinkamena's hooves. "I dunno. But it sure was fun!" With her crazed expression and her blood-matted fur she resembled a demon. She even licked the excess that dripped from the flat side.

"How uncouth. Not to mention unsanitary."

She removed a blanket she carried in her purse in case she needed it to help her sleep on their travels, and she placed it tenderly over Suri's corpse, offering her what little dignity she still could. It didn't matter whether she deserved it. They'd let the cruelty of this world warp them too much already. All she wanted to do now was end this pandemonium.

*****

Explosions rocked the building once they started to unload heavy arms on Spike. Unlike the barrage before these were a cause for concern, as they ripped the occasional scale or small chunk of meat from his flesh, but the drake simply howled and dove back into the fray. Small burn marks peppered his skin all over from where he was struck.

The fire he drew allowed the infiltrators to take down hundreds of slavers, and free even more mares, which could be led out easily now that Spike had torn down the walls and fences. His claws smashed nests and towers, overturned turrets and cannons, ripped into clusters of soldiers and the beasts they employed in a vain attempt to impede him.

Time Turner pointed his wand-like sonic device and the padlocks fell away from scores of stocks at once. He trotted over to one where a familiar mare was placed. "Derpy!" He winced to see all the crudely drawn tally marks written across her chubby bubble buttocks. Traces of semen dripped from both her back holes. "Don't worry, I'm here now!"

Derpy sniffled more for the mares around her than herself. She barely even knew what sex was, let-alone had ever tried it before. "Mr. Turner? I knew you wouldn't abandon me!"

He tussled her blonde mane. "There now. Let's head home." He kept them low as they headed towards one of the exits. He'd done his part, now it was time to lead the slaves out. Some of them were ready to lay down and die but he wouldn't allow that.

Gunshots still erupted from everywhere. Parts of the building had started to crack and even collapse under the explosions outside which came nearer all the time. "Geronimo," he called once he leveled the sonic device and opened an emergency exit door with its vibrations. "Everypony, head this way! That means you too, Derpy! I'll be there s-"

A small red hole punched into his barrel. He collapsed onto his side from the stray bullet. Lyra dashed over to help ferry out the slaves while Derpy sniffled and bent down next to her scholarly mentor. "Mr. Turner, I barely even had time to meet this new you..."

"It's okay. Should have...at least a couple more bodies..." He choked up spatters of red, as Derpy took him by the scruff of his neck, and a scarlet trail was left behind when she dragged him through the exit. "Good. Take me...somewhere safer." A yellow illumination started to envelope his frame once more after his latest transformation set in.

They made their way outside while alarms continually blared. He morphed once more before her wall eyes, this time into an older stallion his cheeks marked with deep lines, his mane and tail like salt-and-pepper. His eyes snapped open. "Time to move."

She let him lean on her shoulder while they stumbled from the camp aside the line of freed slaves. They would have to protect the herd until their numbers could either be carried home by Spike, or Fancy Pants moved in with the caravans his followers prepared to transport them. They would likely be less than a mile away by this time.

Flash Sentry supported the effort from above, perched up on the building's side, and taking potshots with a rifle at any stallions who tried to reclaim or harm the mares. He saluted Bon Bon who nodded in approval as she, Vinyl, and Octavia offered support fire.

Sunset and Starlight added their well-honed spells to the war effort. Pinkamena continued to dance through the enemy ranks, carved them apart into meaty chunks, giggling while she did her morbid work. Despite her distaste for them, even Rarity took up a firearm.

This went on for well over an hour more before the enemy was forced to finally scattered under Spike's tireless assault. He roared all three heads in celebration, covered in small bruises and wounds. Many of the ponies raised their arms and cheered with him. They had shattered a symbol of their nemesis and could now claim its riches for their own.

Fires crackled and pockets of smoke trailed up once the area quieted down. Hundreds lay dead and many more wounded once the dust settled. Spike landed and plucked up a few of the slavers which he either chewed on or swallowed them whole. Rarity dashed to his side and used a salve to tend what wounds she could reach. She sobbed in relief.

For once they had achieved a victory without an real casualties. At worst Time Turner had been forced to expend another temporary form. Their hope was that news of this event would also reach other such places, and pockets of resistance would stir, until other such hellholes would be overthrown from within.

There would no doubt be countless innocents lost in the process. But wouldn't that be better than to live their lives as mere slaves?

Carnival of Lust

Author's Notes:

Some morbid imagery, but one of the tamer chapters in some time.

Tree Hugger blinked several times when some level of awareness started to return. What she saw looked like some drug-induced fever dream. Gloom cloaked the temple's demonic interior. She staggered about like in a drunken haze, told herself it was another nightmare, that she could ride it out, and somehow deal with another day. Bloodshot eyes wildly scanned the altar for some sense of where she was an why.

The Orthros sat near a pair of thrones made from skulls and bones. On the larger one sat what appeared to be Twilight Sparkle with a body that now more closely resembled Celestia's shape, her belly still rounded after her recent birth, and at one of her teats nursed what appeared to be Flurry Heart. She clasped the Necronomicon to her bosom.

Nearby sat Shining Armor who appeared to be happily dazed, like he was perpetually trapped in his own little world. She looked down the altar at a nearly endless series of stairs, and below sat a cauldron, surrounded by cultists who sang alien hymns while they danced about like mad ponies. It seemed too surreal to be real. But that's what she'd often told herself whenever she'd started to lose touch with reality.

Her head pounded. "How did I end up here? I can't recall shit."

"You came here on the back of that Orthros to hand the Necronomicon over to your mistress." She rocked the false mockery of Flurry Heart who suckled needily at her teat. "You've been my secret pawn all these years, and never knew it."

Her sweaty dreadlocks were thrown about when she shook her head. "Why the hell would I ever do that, man? You're one crazy chick, you know?"

"Oh? Unfortunately reality is quite cruel as you know. After all, you're a survivor of my breeding camps. I know you endured well over several hundred rapes, a few miscarriages, and at least one abortion to save your life. You like to think it was your wits that allowed you to escape, but without my aid that wouldn't have been possible."

Tree Hugger tried to blot out those horrible memories. Her friends who knew her past never spoke about it unless she raised the topic first. She would often huddle up and cry in private, or wake up thrashing and screaming, only for her closest friend Fluttershy to hold her and tell her it would all be okay. But she knew that was merely a kind lie.

"Where in Tartarus is Fluttershy? The last thing I remember is...is..." She put a hoof to her throbbing skull, felt a recent memory start to resurface, one part of her had blocked out to maintain the last threads of her sanity. "Where the fuck is she?!"

"Gone. All thanks to you. Her last moments on Equestria were spent thinking that you betrayed her and the resistance." She cackled as the realization dawn on the confused hippie. "You fried your brain with all those hard drugs laced into your weed, to the point where it was pathetically easy to brainwash you. The truth is you couldn't cope with this new Equestria the moment it started to fall and so you lost yourself in escapism."

Tree Hugger could taste the salty tears streaming down her cheeks. "F-Flutters, I'm sorry! I'm sorry!" She remembered the sounds of Fluttershy being torn apart and wondered why such a kind mare had suffered such a terrible fate? She would have endured the breeding camps all over again for a chance to apologize; but were there an afterlife in Equestria she hadn't seen any signs of it in all her hellish years.

The mistress had returned awareness had to her simply to rub her face in what she'd done under her instructions. "You never were that useful to the resistance anyhow. Probably more of a hindrance on the whole since they had to constantly walk on eggshells to protect your feelings. I wouldn't be surprised if Fluttershy pity-fucked you."

But she barely heard the words, her whole world collapsing around her, knowing she'd been indirectly responsible for her closest friends death, and perhaps delivered Equestria's doom in the process. She wavered unsteadily. Looked over the edge at the cauldron and considered whether she should toss herself into it. Maybe the world would be better off without her in it. She'd simply tried to deny it and find happiness.

"It should've been me, Flutters. You were the most wonderful mare in this whole rotten world and I had to screw it all up like I always do." A tiny smile crossed her lips when she remembered her but it quickly died when she recalled those last shrill screams.

It would be so easy to end it all. Yet she couldn't do it even now. She sat on the cold stairs, buried her faces in her hooves and sobbed, only now all her drugs had been taken away to help her avoid reality, nor could she turn to Fluttershy anymore. Some part of her still wanted to hope even while she sat there to await the world's end...

*****

Fancy Pants threw a celebration throughout the underground city in order to celebrate their latest victory. The liberated slaves were packed into the hospital which he struggled to quickly expand for all their numbers, and volunteers helped feed and bathe them. Some of their faces were so haunted Nurse Redheart feared they would never recover. But whatever the case they would be sheltered and welcomed here indefinitely.

With all the resources they'd been able to mine from the Flesh Factory their civilization could be further expanded and bolstered. More weapons, armor, and explosives were added to the vault, not to mention an excess of rations which could feed them all for well over a year. Combined with their natural water supply they could bunker down here for quite some time if necessary. However they were already planning their final strike.

Trixie was offered a wagon that was painted to resemble her old home. It seemed that Starlight had requested it from Fancy Pants in secret, and he'd obliged, building it to her specifications so it was practically a copy of her former abode. At his request she put on a show, a series of fireworks sparkling and crackling, filling the hollows with a dazzling light show that drew faces from all over once she started to perform her tricks.

Starlight came onto the stage to assist her. She wore a similar wide-brimmed hat and cape to match her. "Trixie," she whispered with a look at her barrel. "Are you...?"

Trixie flushed a little. Her belly had started to noticeably round, and she'd tried to pass it off as a bit of chubbiness before, but she couldn't keep it secret much longer. "Yeah. It's Shining's. Can you believe I once wanted him to knock me up simply to make Twilight furious? Yeah, I'm sure you can. I'd like to think I've matured a bit since then!"

"You really have. "I'm proud of how far you've come! She would be, too."

"Now I have to work on you," teased Trixie who tickled her before the laughing audience who couldn't hear them over all the noise. "Thanks for your support."

"So," she began with narrowed eyes. "Want to have some fun with Sunburst and I after the show? I'm sure I can talk him into it." She twisted Trixie's tresses around her hoof.

Trixie's blush brightened further. "Sure...why the heck not? We might not survive the next attack anyhow. Better to have some fun while we can. But I don't know if he'll be stallion enough to handle us on his both. Mind if I invite another stud?"

"Okay. Just so long as they're not too weird. Or a jerk." Since their capes hid most of them, she was able to sneakily grope Trixie's plush buttocks, warming them both up for the main event. "By Celestia, it's been too long since I've gotten properly laid."

Later on the pair would retire to the dressing room. Trixie allowed other performers to borrow her stage and keep the citizens entertained; it was time for her own well-deserved reward! While she had her pick of stallions, unfortunately mares still outnumbered them many times over, and so a bunch were already taken.

It was no wonder why so many mares either shared an open relationship, became part of a herd under a studly stallion to sate their needs, or settled down with another female. She decided to take Flash Sentry home. It wasn't her intention but this was one more part of Twilight's life she had claimed as her own. She removed her hat and cape, placed them on a rack, and sauntered into a cozy room with a dresser and mirror.

She didn't waste time with words. Her hooves wrapped around Starlight's waist, lifted her up, and her buttocks slapped and wobbled when she sat her atop the dresser. She forced her thighs open and sunk her snout into her snatch without so much as any foreplay. She was ravenous. Starlight placed a hoof on her head, leaned back against the mirror and moaned, feeling her tongue flick her clit and lap deep into her folds.

They put on a show to tease the two horny stallions that watched them intently. Trixie propped her hindquarters into the air, used her dock to raise her tail so that they could clearly see her asshole and pussy, both which she parted wide open with a spell from her horn. Her nethers winked and dripped and swayed her foal-bearing hips.

Starlight's cheeks pinkened as she half-lidded her eyes. "She's ready for you, Sunburst. Go ahead. Give her your cock in any hole you'd like. I'd love to watch."

He gulped and hesitantly planted his hooves on Trixie's flanks, lined his dick up with her snatch, and rested his length upon the entrance, her excretions mixed with his precum as they dribbled down his partially bent shaft. "Fill her up. She wants it. Bad. And don't forget to worship the Great and Powerful Ass while you're at it." Her encouragement pushed him until he couldn't hold back anymore. He buried himself in her cunt.

He kneaded her buttcheeks, slowly moved in-and-out, while Starlight bent forward and locked her tongue with him. He bottomed out in her, until his flared tip teased her cervix, until the need to spill his seed into the warm confines of her womb overwhelmed him.

Flash stroked his stallionhood while he watched, desperate to blow his own load. Then he spotted the beads of milk on the tips of Trixie's nipples and smirked. He pinched the pink tips. Rolled them and pulled on them, clasped her hooves, milked her with abandon. She whined in appreciation. He took one in his mouth and suckled it.

Starlight slid down, lined herself up hip-to-hip with Trixie, using telekinetics to spread her own holes open. "I need some attention, too." She swished her tail about, ass and pussy stuck in the air, the insides of her loins moist. So why not breed me, stud?"

With a couple of slaps of his cock on her lovely rump, he drove himself into her puckered ponut, which proved too irresistible. Her eyes monetarily widened in surprise, but she soon relaxed under his bucks, her tongue lolling from her maw like Trixie's as the mares watched their own lewd expressions reflected back in the mirror.

They made out while the stallions explored them experimentally with their hooves, sometimes touching their partner's mare, groping and spanking their asses and tits, pulling their manes and tails hard between their teeth. They whinnied and whined and writhed in reaction. Sunburst bit his lower lip. "I'm...I'm about to...!"

"Inside," demanded Trixie who practically snarled with desire for his hot seed.

"Wait. I'm...almost there too," said Flash who strained to hold back.

"Give it all to us," pleaded Starlight. "Make us your mares!" The pair of them unleashed a shrill cry when the stallions lost all restraint, hilted them balls deep one last time, and flooded load-after-load into their foalhoals which milked them in rhythm.

After a moment's rest to still savor the feel of their cocks within them, the mares pulled free amidst a mess of sticky cum that still connected them to their flared tips, and they knelt down and started to sloppily clean their still partially erect dicks. Between their ministrations they would lock lips, a combination of saliva, their own juices, and sticky wads exchanged between them, their faces flushed as they moaned and leaned deeper into their kisses. They savored the potent and primal taste between them.

"S-so," said Trixie between huffs. "You had sex with my double too, yes? How was she? Not better than the real Great and Powerful Trixie, I hope?"

"I...couldn't tell the difference," admitted Starlight who licked a stray trace of cum from the witch's chin. "That spells you used started to grow on me, though. You know the one." She rubbed a hoof between Trixie's loins with a playful wink.

"I'm...not sure I can do that one anymore," admitted Trixie who hadn't attempted it since she escaped the enemy's hold. "But maybe with lots of practice..." They swallowed down the last traces of the loads, satisfied with their little foursome. Perhaps they would even do some more after they rested. Tonight was theirs to do as they pleased.

*****

I another section Vinyl Scratch had set up a massive club shortly after this city was developed. She told their leader it would bolster morale and he readily accepted her offer. Taxes were used to fund the business, and so she charged the patrons little as possible, preferring to allow any ponies in so long as they followed the rules. She wouldn't tolerate anything that both parties hadn't consented to in her club.

Bouncers lined the unassuming entrance, the exterior thudding under the loud music. The interior was a cascade of neon lights, particularly electric blues, which provided a futuristic mystique. A humongous disco ball hung from the ceiling. Particularly sexed-up mares danced in cages that were also draped above, their bodies rubbed in oil so that they shimmered under lights that flashed over them. A bar was set up where the revelers on the floor could rest and relax between dance sessions.

Speakers boomed around Vinyl as the DJ turned records and nodded her head to the beat. "Hey there, everypony! Hope you're loving the show so far! Just remember the night's still young, and Equestria could end at any time, so let's all party down like the Apocalypse could come at any moment!" She raised a hoof and cheered with them.

For this moment she'd prepared a special treat. An evil grin crossed her features when she called the mares she'd selected to assist her over. Among them were Lyra, Burning Heart, Flitter, Cloudchaser, and Pacific Glow. Lastly came a rather reluctant Octavia, who kept her nose turns upwards, and played with her bowtie in attempt to keep her pride. She lined up with the other mares, formed a circle around the DJ, their hips pressed close as they lifted their bottoms before her. Vinyl spit on her hooves and rubbed them together, took a moment to test the acoustics, their docks used to raise their tails away from their butts so they wouldn't impede her latest experimental work.

"I cannot believe you talked me into this," whined Octavia in a posh voice.

"Not exactly. You lost a bet, remember? Just be thankful I chose a pretty merciful penalty!" She planted a playful smack on Tavi's asscheeks, and it wobbled under the impact, the sound of the blow and her yelp carried across the club's speakers.

Octavia flushed furiously at the sound of her own foal-like cry and all the eyes that were upon her. "I'll never live this down. They'll all think I'm no more than a mere harlot!"

"You'll love it soon. Trust me," teased Vinyl. She considered it a bit of performance art, and started to spank their asses like they were drums to the drum-and-bass track she prepared for this moment, snickered at the horny moans they unleashed.

The crowds cheered at the show while their sweaty physiques gyrated across the mirror-like dance floor. She moved deftly to keep up with the song, beat their asses raw and red, watched as they lowered themselves submissively in reaction, after several minutes of her ministrations so aroused they all had started to wink and drip.

"Bad little mares...but that's only because you know what comes next!" After midnight was when the wildest parties commenced. Octavia had heard about the show but never attended one despite repeated offers. Neither had Fancy Pants, despite all the times the DJ tempted him with offers of a chance to bed her, with the statement it simply wasn't his scene. But for the wildest ponies it was like a slice of sinful heaven.

That's when she had her show mares pass around the drugs to attendees. She made certain everypony was clean of diseases before they came in the doors, that they were all willing participants in what was about to happen, those with doubts politely asked to leave the party. She'd prepared a special concoction that would make certain no unwanted foals would be conceived so they could do it raw, but it would also lower their inhibitions and allow them to free the wild animal that lurked inside all of them.

Vinyl offered them only a scant moment of rest between tracks before she went back to smacking their bottoms. Soon the substances kicked in, sweaty dancing turning into a frenzied orgy, mares and stallions shamelessly making love in every combination and position they could think up. Feeling she had teased them enough, the DJ spit on the cute pink assholes of her improvised drum set, took turns massaging them with her hooves, and likewise toyed with their clits using an aura cast by her horn.

She pushed them to the edge until they pleaded for release until she finally granted it. Their whorish whines carried across the entire club once they started to squirt all over her and each other. She licked her lips in satisfaction. It would be a long and hard night, but she'd make every moment count, party away until dawn finally broke.

*****

Atop one of the rails in the club stood Time Turner who darkly watched the spectacle below, his assistant Derpy close by his side as she slurped up milk with a straw. In this older body the stallion often proved more impatient and snappy than ever. But she'd wanted to understand sex better after her tribulations at the Flesh Factory, and so he decided to take her here, despite the fact that he cared little for this place.

"Physical intimacy doesn't have to be unpleasant. Of course, I think it's much better done with somepony you love." He exhaled heavily, wrapped up in a dark velvet coat.

Derpy tried to meet his eyes. "Have you ever loved anypony, Mr. Turner?"

"Once...many lifetimes ago. I even had a family. Not entirely sure what happened to them even before Equestria collapsed. They're probably all gone now. The truth is, you're probably the closest thing I have now. You're like a daughter to me," he added so she wouldn't misunderstand. He certainly took no sexual interest in her.

He'd used up nearly all his spare bodies. For all he knew this was the last one before the cycle ended. Through a combination of science and magic he'd cheated death, and planned to someday share it with society when they were ready. He knew many would abuse its power, and besides, the rebirth process could potentially drive one mad.

Derpy watched the scene below with wide-eyed wonder. "They seem so happy!"

He chuckled despite himself at her naivety. "Yes, well, maybe we should leave them to it. We have so much work left to do. Inventions to be finalized, plans to make..." He knew she couldn't carry on his work. There was a chance it would die with him without a proper successor. Unfortunately there were few candidates from the survivors.

He put a hoof around Derpy who did the same while he led her home. He'd simply have to make it out of this alive. He still had far too much work that needed to be done.

*****

Unlike most who celebrated like there was no tomorrow, Rarity chose to quietly spend her time with Spike, the drake forced to remain in the Everfree Forest. She used cloths to tend his wounds and bathe his tired and sore body. It's not like she had a special somepony to spend the night with. Certainly, she could always take Fleur and Fancy Pants up on their amorous offer, but a part of her still felt like that would be a betrayal.

Most of her closest friends were no more. Instead she chose to bask in a rather quiet and uneventful bit of rest-and-relaxation. With the stars and moon above it was rather romantic. A bittersweet smile crossed her when she nuzzled him affectionately.

Her ears twitched at a rustle nearby and she feared another battle was at hoof. But to her relief it was only Pinkamena who approached. She was another sad reminder of what she'd lost, of how this new Equestria had altered their destinies. "Hello dear."

Pinkamena beaned when she patted another head. "He's like me, you know. Not quite what he used to be but a part of him is still in there, that refused to be conquered no matter what happened! He's a survivor." She felt a certain kinship with him. Maybe because they were both feared and misunderstood by those around them.

"Yes, I'm so proud of him. My little Spikey-Wikey turned into such a handsome dragon. I wish we could simply settle down peacefully. I'd take care of him for the rest of my life, even if we can never have the same relationship now...but we can't rest until the enemy is no more. The truth is, from what i know about his race he'll probably far outlive me..."

Pinkamena whirled with a sword suddenly in hand. Numerous dark shapes approached skyward and landed a short distance away. Spike protectively covered Rarity with his tail as he quickly rose, his nostrils flared as dark smoke spilled from the holes.

Griffins and drakes alike approached. At their head was one who appeared quite familiar but it took Rarity a moment to place it. "Gilda?! We assumed you were-"

"Dead? Yeah, I don't blame you there. Our race was too stupidly proud to make allies with any others until it was far too late! Most of our kind died, turned slavers, or worst of all, sold out to the enemy." She snarled at the idea. "Not me. I'd like your help."

The situation sure is desperate when even the proudest races want to team up with a pony," said Pinkamena who lowered her blade. "Welcome to the fold!"

With a nod from Rarity her drake settled down. She had to be careful who they trusted, but they would be fools to attack Spike head-on. "You'll have to meet with our leaders."

"Of course! Where is Rainbow Dash, by the way? She still with you?"

Rarity closed her eyes. "She...died bravely in battle."

"I see. That's a damn shame. Really," added Gilda who didn't want to sound insincere. She'd always been blunt and rarely concerned herself with anypony that took offense. "Well, we can catch up later. We'd better rest up so we can whoop some ass later!"

"Indeed. Pinkamena, will you lead Gilda inside?" The pink mare nodded. She had to take precautions in case this was a trap. She hate to be so paranoid, but she knew little about these allies aside from Gilda who she hadn't seen since before the fall, nor would she simply leave Spike alone. They could make the difference in their final battle.

*****

Fancy Pants sat at his desk and looked over paperwork. He tried to focus on the task at hand, but his love certainly never made that easy, especially when she took his cock in her mouth. "Fleur, I...I love you honey and I'd do anything for you, but I need to concentrate...!" Gently he tried to push her away, but she needily rubbed his wetted thickness on her cheek with a sultry smile and half-lidded eyes, desperate to tempt him into another round.

She'd been more insatiable than ever since they were reunited. In fact it seemed like all she wanted to do was screw him. She even offered to let him take a couple more mares into their bed, whoever he liked, whatever it took to make him lay her more often. The idea did intrigue him. However he needed to make certain their civilization was in order before dawn broke.She rested on her rump by his chair on a silk pillow, her crutches set aside.

A pair of knocks sounded at the door. "Just a minute," he called but even now she didn't stop. The entrance creaked open when a trio of mares entered, and he cursed at Fleur in his head, since she hadn't bothered to lock it behind her as usual. "Oh, um, h-hello."

Sunset Shimmer and Nurseheart blushed and looked away, but Bon Bon simply strode forward, apparently unconcerned with that they were up to. "A newcomer wishes to see you," she stated as Fleur reluctantly withdrew and wiped her lips. "Says her name is Gilda."

He tried to recapture his composure but still felt vulnerable under their eyes. "I-I see. Gilda. I haven't heard that name in sometime. She used to visit Ponyville, didn't she? Tell her I'll meet with her shortly." He took a sip of wine and tried to settle down his heart.

Fleur studied the lovely mares, eyes drawn over their physiques. "Would any of you like to help my handsome husband relax? I promise he won't disappoint you."

"Fleur de Lis! Have you no shame?! Never mind her. I'll attend to whatever business all of you need taken care of soon as I can." He'd told all of them to take the day off, but they were still hard at work like he was, determined to do their part for what lay ahead. In fact he'd hardly ever seen Bon Bon rest ever since Canterlot had collapsed.

From what he soon learned by way of Gilda, news of the Flesh Factory's fall had started to spread around nearby areas. For now only small pockets of resistance had risen as a result, but it seemed likely more would soon follow their lead. Before most survivors felt crushed and hopeless; but now they knew some small chance still remained.

He knew the enemy would soon retaliate as a result. He shared a nod with Sunset. They had the numbers and resources. Knew where their nemesis made her lair. After they were rested up and readied it would be time to finally commence their final strike.

Last Armageddon

Author's Notes:

The penultimate chapter with at least one epilogue to follow. Hopefully it's a worthy climax after all the build up! Many thanks to everyone that's read this far!

No matter how much she wallowed in self-pity, Tree Hugger knew it wouldn't make a difference, and so she went into deep state of meditation, until she lost herself in a trance that would open up her chakras. Her mind, body, and spirit were purified. Her heart momentarily emptied. The next time the enemy tried to manipulate her will she would be ready for them. Nopony would make her their tool.

Not that it would likely matter soon now that their enemy had the Necronomicon, had prepared her would-be vessel in the form of Flurry Heart, had captured the symbol of resistance in Shining Armor, and would likely terminate her soon once she became a bore. She looked at the suckling foal and was tempted to somehow end her life. But wasn't she merely another victim in all this? Didn't she deserve a chance at life too? Besides, how could she possibly wrest her away?

From what she overheard when Twilight Sparkle communed with her followers, not only had the Flesh Factory fallen, but pockets of resistance had started to spring up across Equestria, as even small numbers of races believed extinct started to make appearances. Some of them converged around the ruins of Los Pegasus where survivors were suspected to make their home underground.

Twilight sat on her skull-and-bone throne, considering her options, as she turned to Shining who settled in his own throne next to her. “Shiny dear,” she cooed in a sickeningly sweet mockery of Cadance's voice. His wife was all he saw, heard, and focused on. “What should we do about the enemies of the Crystal Empire? Do you think your soldiers can protect poor widdle Flurry Heart?”

Glazed-over eyes and a dopey smile met her. “Of course, my love.” All he perceived was a brilliant pristine throne room made of reflective precious stones. The layout was quite different from what he recalled, downright unorthodox, and rather than cultists below he saw court attendees dressed in fancy costumes who cheerfully reveled in constant celebration. However he didn't understand the cauldron in the center or why his wife often brought Flurry Heart to drink from its now cooled contents. He figured maybe it was some form of nourishment to help her grow faster and stronger.

“They're coming for us, you know. Just like that nightmare you had about the day when our homeland fell to Spike. He's been transformed into an abomination by our nemesis, and he'll bring a horde to burn everything we've worked to build. We must take desperate measures to stop them.”

Shining Armor rose. “I agree. I'll have my sentries fetch my finest weapons and armor, lead a campaign to smite all evil-doers that would oppose our rule!” Even under her control he often remained rigid and inflexible, unable to see the world in more than black-and-white.

“Settle down honey. You'll upset our foal! Better that you lead the crusade from the safety of our throne room. You're far too valuable to our country, and besides, do you intend to leave me without a husband and poor Flurry without a father? Your first responsibility is to us.”

“Yes. Yes, of course.” He settled down but there was still fire in his eyes. “Spike was a hero to our citizens. I'll find whoever did this to him someday and make certain that monster pays!”

She raised a hoof to her mouth and tittered. “That's the stallion I love!”

This grotesque parody of their old family dynamic sickened Tree Hugger whose ear perked up as she listened in, despite the fact that she'd settled into a lotus position in attempt to concentrate. Around the temple the enemy forces gathered to plan their own counterattack. The mistress started to summon outside aid from all over Equestria, her image and booming voice projected across the skies with a spell from the Necronomicon. The book shimmered darkly as she channeled its power.

The cultists used torches to heat the cauldron. Within a short time it warmed then eventually bubbled. Pops sounded as noxious wisps danced from the pot. On a daily basis more slaves and beasts would be sacrificed to it, cult members would volunteer to melt themselves into the morbid soup, and stallions and mares would ejaculate into it in order to further enrich its potency.

Innumerable whores would line up to be seeded by Shining Armor, encouraged by Twilight, who wanted him to breed the next generation of well-bred servants to worship and spread her vile will. They would happily squeal when he mounted him, the breeding program set up by the Princesses now turned on its head, as these spawn would be raised to blindly follow their deviant mistress.

Suddenly the temple shook. Jarred loose stones and bits of debris rained down. “The first wave has come,” announced Twilight. She used the dark book's power to scan the jungles nearby and saw waves of dragons, griffins, changelings, various ponies, and a number of other creatures launched an attack in tandem. “Looks like these fools have decided to act on their own. The main bulk of the resistance is anywhere near us yet. Deal with these pests,” she ordered her army.

Shining Armor started to rise but she put a hoof on his broad shoulders. “Remember, your duty is to us.” She levitated over mock up versions of his white sword, armor, and shield, which he placed upon him, the Paladin ready to defend his country with his life. They traded a deep kiss.

Flurry Heart playfully floated from her mother's limbs and danced in the air atop the altar, while small portions of the temple continued to crack and collapse each time the exterior shuddered. The invaders were little more than a swarm desperate to break their way through the heavy stones.

As the mistress used her hooves and spells to help Shining into his costume,she had no choice but to temporarily place the Necronomicon to one side, nor did she pay Tree Hugger or Flurry Heart any attention. The earth pony realized this was her one slim chance. She bounded forward, leapt at the dark tome and seized it in her teeth. They turned on her, but she immediately tossed the book over the altar's side, which hurtled over the stairs, all the way down to the cauldron, until it vanished into it with a sizzle and plop that threw up chunks of the nasty soup which spilled over its sides.

She didn't know whether the book could be destroyed; only that she could at least delay this monster. An aura surrounded her as she was pulled forward off her hooves and floated before the hateful couple. “She's betrayed us to the enemy Shiny. Would you do the honors?”

He nodded and coldly readied his blade to execute her. She closed her eyes and mentally prepared herself the best she could, still worried she'd leave this world with no one knowing or caring much what had happened to her, nor would she ever be able to apologize. But to know she might have made the difference between victory and defeat for her loved ones eased her troubled soul.

“Not to hasty, now.” She directed his sword tip so it lined up with the mare's entrance. “Why not open her from slit to throat? She will serve as an example to all would-be traitors.”

“That's barbaric,” he said in a rare moment of defiance towards his wife's wishes. “To treat our prisoners like that would make us no better than Sombra! She should have a quick and honorable execution, no matter how terrible her sins may be!”

“You're too soft, dear. Even the Princess of Love knows some crimes are unforgivable. And besides, the harlot wants it.” She clasp the flat of the blade and rubbed it upon the hippie's marehood, who seized up with a flush as dribbles of marecum leaked onto the shiny blade. She licked it up.

“I don't understand.” His head ached as her character blatantly slipped directly in front of him, until confusion settled in at her actions and reasons. “Cadance would never-”

She wrapped her hooves around him and the aura that held Tree Hugger weakened as she was forced to divide her concentration. “It's me, Shiny.” She kissed him but he turned away. “I'm sorry. She simply hurt our people and I wanted to make certain that never happened a-”

The entrance at the top of the pyramid where Spike once entered collapsed with an audible boom that temporarily deafened anypony near. The tree of them were thrown about amidst clouds of dust, and Tree Hugger hopped up and snatched Flurry Heart from the air, holding the foal close to her bosom while she dashed down the steps. She leapt over the cultists, and a few shouted the words that would place her back under their hold, but she was now ready for them, her inner walls prepared to keep them out. Thankfully the small army that invaded from above helped provide cover.

Pandemonium set in as both armies warred for dominance. Shining Armor raised his word, blindly cut down opponents on both sides, white armor and fur awash in crimson as he tried to make sense of whose side he was on. Limbs were severed and screams cut off under well-timed strokes.

Twilight paused before the cauldron, lit up her horn, and attempted to extract the Necronomicon. Huge tentacles erupted from the soup, emerging from the open tome's pages, the book glowing a dark purple, as it stirred to life and in blind fury attempted to preserve itself however possible. Its holder screamed as the slick coils pulled her into the foul drink with an audible splash.

While the contents had cooled a little, the temperature was far too much for ponies to bear. Whenever her followers attempted to approach, tentacles would seize them pulling them into the pot. A whole nest of the eldritch abominations stirred and strove to free themselves from the shadow dimensions.

*****

Spike sailed at the head of their forces, Rarity on his main head, with Sunset and Trixie upon the others. More of their strike force was seated further back on a special cart designed to perch upon his spiny and scaly leather back. A small army of dragons, griffins, and changelings rode with them, headed by Gilda in preparation for the main assault. Further back came the ground forces which numbered in the hundreds, only a small force left behind under Fancy Pants to protect their civilization. Every moment wasted was a chance for their nemesis to fully master the Necronomicon and utilize its boundless potential. They would bet it all on the success of this last raid.

“I warned those morons to wait for us to ready up,” cried Gilda who sailed across the sky. “They probably headed out hours before! Don't know whether it's stupid pride or stubborness?”

“Maybe it will work in our favor,” said Sunset.

“I certainly hope so,” answered Rarity. “What we need is a miracle.”

“Then we'll make one,” promised Trixie who touched her somewhat rounded belly. She questioned the morality, not to mention common sense of whether she should even participate in the raid, but after she'd come this far she couldn't bear to simply sit on the sidelines anymore.

Once they reached a certain point the soldiers parachuted in, much like they had at the Flesh Factory, so that Spike would be unimpeded once his assault commenced. From atop the airborne creatures, the ponies rained down small explosives on the pyramid, its mossy surface shaken with each miniature eruption that blanketed the atmosphere in smoke and shrapnel. Gaping holes left behind in their wake allowed the infiltrators to slip inside the labyrinthine darkness that awaited.

What none of them expected was the monstrosity that arose from the pyramid, crushed stone under its claws, as it ripped its way free. The titanic beast was rubbery and scaly, with a humanoid muscular physique, covered in tentacles which flailed from its slimy bulk. Multiple eyes burned upon a misshapen, almost insectoid head, as the creature seemed to be an amalgamation of twisted nightmares somehow fused into one bizarre entity. Most curious of all was that Twilight Sparkle lay embedded in its temple, the open Necronomicon fused by veins that throbbed to her bosom.

A fusion of countless monstrosities that were imprisoned inside the black tome had finally awakened. The malicious composite entity now sought to bring about the Apocalypse by whatever means necessary. It clumsily turned to Spike, and within moments the titans were locked in a heated battles, claws locked as flames licked its surface and tentacles wrapped around the purple drake.

A part of him recognized the kind unicorn-turned-alicorn that had hatched and practically raised him. He sensed she had been abused, warped, and forced to turn on her loved ones, like he had. Some small part of him cared for her even now. He would slay the beast and set her free of this hell.

Around them the resistance battled the cultists to make certain they couldn't interfere and aid their mistress. Bullets, arrows, and explosives continued to pepper the air. Bodies spiraled from the sky each time an airborne warrior was felled. Scores lay broken or dead with far more to come.

Trixie landed atop the monster's wide head and approached the mare partially trapped within. She felt her hooves sink into the mud-like surface but continued to trot forward. Squishes sounded until she eventually arrived before the alicorn. “You're from that other world remember?”

Twilight stirred with partial awareness. Now that the monstrosity that possessed this shell was mostly unchained, the flesh was animated mostly by dim memories of a past life. “T-Trixie?” Her words were a muted whisper. “What is this terrible place? I...I don't understand.”

Trixie cast her a sad smile. “You offered me a second chance, remember?”

Twilight stared down at herself. “Why are we...horses?” In response to her will the Necronomicon's power activated, channeled by her unspoken wish, and suffused the two mares, who were surrounded by a brilliant light, until they were transformed into a pair of human women. Both were nude save for the pointy hat and starry cape that Trixie wore. The nerd flushed all over and would have covered her lithe but well-shaped physique were she not bound. Trim purple pubes decorated her vulva.

While Trixie didn't fully understand she walked closer anyhow, her womanhood likewise covered by a neat bush that matched her hair, her belly a tad rounded. She was thankful it simply looked liked she'd out on a few pounds for now. “I'm sorry Twi.” She sniffled and brushed back tears. “I love you!”

She attempted to rip her free but the flesh held her close. Similarly the Necronomicon remained embedded by veins upon her torso below her perky breasts which heaved, covered in a mixture of perspiration and slime that made her flesh shine. Trixie wrapped her hands around Twi's slender arms and repeated, “I love you!” This warmth seemed to weaken the abomination's hold a little.

Still it held on fast to its prize. “I love you,” repeated Trixie who pressed her warm naked flesh to Twi's who stared at her in wide-eyed confusion. “I love you! Now and forever!” Tears streamed down both their faces as she leaned in and delivered a passionate kiss. Once she'd hated and envied her. Then she'd tried to seal away her brother to hurt her. But she realized her emotions were misdirected all this time; even her affair with Starlight was partially a response to how she truly felt subconsciously. She wanted to be with her and hadn't realized it until she was finally able to meet up with her now.

Twilight once confused and almost resistant at first, but she soon reveled in her warmth and taste, closed her eyes and surrendered to shared passions. The binds fell away. Even the Necronomicon came loose. The pair of them sunk through the beast's head as the area around it weakened from their shared love, and they sunk into a warm and wet womb-like enclosure. Glistening pink walls surrounded them when they laid in one-another's arms and kissed each other.

She had to remind herself this wasn't her Twilight, that not only was she from another world, but her soul had been obliterated, this vessel no more than a collection of distant memories. But she adored her all the same no matter what she was. “Trixie wants to be with you forever,” she confessed.

But she knew that was impossible. With the connection to the Necronomicon severed, Twilight had already started to pale, each second spent one closer to death. “It's so warm here....so why am I so cold?” She shivered and pressed closer to Trixie who held her fiercely. “I'm...I'm scared.”

“Don't be. Trixie will never leave you. She loves you.” She recalled the moment her double breathed her last, the losses of Lavender, Fuschia, and so many others, hoped that this madness would finally be over. She quietly wept and held Twi until her heart inevitably slowed to a dead stop.

*****

Sunset rushed into the temple flanked by a number of companions who battled valiantly. Large portions had collapsed, and the dust clouds and smoke almost blinded her, by she helped them take down scattered cultists, determined to find her beloved wherever he may be. She ran down a dirty and moist stone maze covered in sconces and moss. Occult symbols were carved into the walls.

Eventually she made her way into the central chamber, which was lined with bodies of all sorts, a slimy mess from an overturned cauldron, and a series of steps that rose quite some distance. She followed the trail careful not to trip on corpses or slip on blood pools, arrived at the altar's top, where a blood-matted white unicorn continued to madly swing his sword at anypony nearby. Almost lost to total madness, he severed heads from bodies, drove his blade deep into downed opponents.

“Shining Armor,” she called and he momentarily paused his slaughter. By now only the most determined fighters would dare attack him. Fortunately her companions took over so that she could approach him unimpeded. “It's me. The mare you love. Remember? Let's head home.”

“Sunset?” He shook away the last traces of control, felt his sanity return in small increments. “I knew you'd come for me!” He dropped the battered shield, galloped towards her, the sword sheathed upon his muscular and armored back. She raised on her back hooves to meet him in an embrace.

Then he watched in slow motion as a curved knife penetrated her bosom from behind. She choked up blood as more gushed from her chest, collapsing before the opportunistic cultist that had slipped through. He wailed in tears and leapt forward, sword in both hooves, as he cleaved the assailant in halves.

Their allies formed a circle around them as he caught the falling Sunset in his powerful grasp. “I'm here, Sunny one.” He stroked her sweaty mane. “It will be okay, I promise. Just hold on.”

She weakly opened her eyes and raised a trembling hoof to caress his cheek. “Always a...poor liar...you know that?” She laughed weakly then winced as she spat up more blood over his armor. “I...I know you could never...love me like Cadance. But that's...okay. I love you...with all my heart.”

“But I do love you as much as Cadance. I do...” He lied to her even now. They both knew it. And yet she smiled anyhow despite the tears as another heroine took her final breath.

He closed her now hollow eyes with one last kiss. Knew there was no time to mourn here. With a snarl he took up his bloodied sword, rushed to aid companions old and new with a war cry, determined to put down every last trace of this cult, even while this temple continued its collapse.

He would be their light in the darkness. A shining beacon of hope when all seemed lost. His forces were now on a tireless crusade to cleanse Equestria of the many evils that infested it. In memory of all the mares he cherished whole-heartedly, he would build a world to make them proud.

*****

Trixie wrapped the now weakened Necronomicon to her breast, still trapped in this odd human form with blue skin, and used her cape as a makeshift parachute as she forced her way out of the abomination like it had birth her, only to sail away from the beast once she breathed in fresh air. She landed on her butt with a plop a short distance away from most of the action and bore witness.

Hours passed while the war continued. Spike battled the entity, both trapped in desperate mortal combat, his heads biting and breathing fire, its claws locked with his own, its tentacles stabbing through his armor-like scales and leather hide. Their moments slowed over time, until the pair of them finally fell, the two most powerful creatures in Equestria slain at each other's bloodied nails.

Rarity stood beside the witch who took her hoof-in-hand. She used one of the white unicorn's napkins to dab at the runny mascara that stained her cheeks. “Spike,” the fashionista whispered as she clutched the heart stone to her breast and hoped that he had ultimately died satisfied with his life.

“It's over,” breathed Trixie who stared at the black book. She still wasn't certain it could be destroyed even now, yet its alien power and pull were much weaker. Many more would be lost while this madness continued but the cultists were now forced to scattered under a combined onslaught led by Shining Armor's now rallied forces. A bittersweet smile painted her sly features.

“What happened to your appearance?”

“I don't fully understand myself. But I'm certain Trixie looks lovely as ever!”

“You do. It's an exotic beauty unlike any I've ever seen.” Despite the circumstances Rarity flushed when she looked her curves over, somehow aware it was taboo for a human to run about naked.

“Guess I'm stuck this way now. Trixie doesn't mind, of course. This will probably drive even more mares and stallions to her shows!” She hoped a little humor would soothe Rarity's loss a tad, and to her pleasure the unicorn smiled back at her. She took a moment to admire her new self all over.

Bouncy breasts, shapely buttocks, a killer waist, and a womanhood topped in a tuft of pubic hair. She squeezed the squishy flesh with a smirk. It all seemed to fall into place perfectly. She could get used to this! She'd have to show off to Starlight later. She wished Twilight could be with her now.

A short distance away Derpy stood protectively over Time Turner's still body. They were surrounded by the armed bodies of allies and enemies alike. “Come on Mr. Turner...you've come back from worse than this!” Her nose ran as salty tears dribbled onto his face.

She squealed happily when the familiar yellow aura suffused the stallion, his body shifting once more, until he inevitably settled down, this time a blonde mare left in his place. She sleepily opened her eyes. “Derpy?” She patted her assistant on the back. “I knew you'd come for me!”

Derpy peaked with confusion between her loins. “You're a mare now!”

“I am?” Time Turner looked down at herself. “I suppose I am! Wow!” Not that it mattered to her much either way. She was still a brilliant scientist no matter what shape she currently took.

“You're cute,” said Flash Sentry who used his one real wing to glide down next to them. He looked rather bloodied and beaten up from his battles but was otherwise okay.

“You wish,” said Time Turner who covered her nethers with a blonde tail.

Tree Hugger trotted up with a familiar foal held to her breast. “Hey,” she said cautiously not sure how much they knew about what went done. “I made it out okay. Sorry it couldn't be Flutters instead.”

“Oh thank Celestia. We feared you'd either died or been taken to a breeding farm,” said Rarity who had no idea she'd been forced to betray them. She sniffled and wiped her face.

“We'll catch up later, you know?” She still wasn't certain whether to tell them the truth. She feared some of them would shun her and believed it better to simply remain a mystery.

The hippie heard an all too familiar rustle, the movement of powerful limps as the Orthros suddenly ambushed them from dense thickets, its slobbery maw aimed at her throat as it leapt. It would punish the one who dared betrayed the mistress and helped lead to her death. She froze and screamed.

Derpy reacted before she could think. A discarded rifle was plucked from a still warm corpse, aimed at the animal, and she pulled, as a bullet exited the chamber and ripped into furry flesh. The Orthros yelped and twisted in a bloody mess that splattered her and its would-be victim.

She heaved and sobbed and dropped the weapon. She'd never raised a hoof to anypony before let alone killed one. “I-I didn't want to! I had to! I'm sorry,” she whined as she looked at the Orthros who still twitched despite the nasty red wound torn into its chest. “I...I'm so sorry...”

Time Turner put a hoof around her. “Like you said. You had no choice!”

“You saved my buns. Thanks,” said Tree Hugger who took her hoof. “You're righteous in my book.” She beamed wide at them all. For once in quite some time she wanted to live! She'd take care of Fluttershy's animals once she was back, maybe start her own private little farm.

Derpy blushed and lowered her eyes. “Thank you. You're really pretty.” She'd lost another shred of her innocence today, but at last her travels with the scientist made her wiser.

*****

Gilda, Bon Bon, Lyra, Vinyl Scratch, and Octavia were teamed up with Shining Armor, as the fighters continued to clean up the stragglers around them. They led a number of stallions, mares, dragons, griffins, and changelings with them, unwilling to pause until the final cultists lay dead. It had taken many sacrifices but the races were finally united into one potent force.

Pinkamena acted on her lonesome, carved about the enemy with a sword, crazed and bathed in blood. She mischievously danced amidst their numbers, took the enemy by surprise, and downed dozens by her lonesome with a series of crazed cackles.

In another part of the war zone Starlight used spells from the fake Necronomicon to aid Sunburst as they trapped and downed the would-be escapees. The sun had started to set after the battle finally died down. They battled back-to-back, contented to simply share each other's company once more

Small fires still flickered and trails of wraith-like smoke arose about the ruins of the downed temple. By the time the dust settled over a couple thousand lay dead and many more lost or wounded.

Their work here was done. But this was only the start. There were still slavers and cultists all over Equestria and the small pockets of resistance all over would no doubt need help. Not to mention all the loosed slaves from breeding farms that would need shelter and civilizations that would need to be rebuilt and repopulated. They would create a new world that would make the Princesses proud.

This Is The End, My Beautiful Friends

Trixie decided to take her caravan back on tour. Not only was she the first human in Equestria, but the first nudist as well, not that the average pony understood the connotations. She took quite a thrill from what would be considered taboo in that other world, and decided to add a mild striptease routine to her shows, hiding herself behind nothing more than a hat, cape, gloves that reached just under her shoulders, and heeled boots that came to her thighs to accentuate this lovely new form. She took every chance she could to flaunt herself openly. Why waste such beauty? Mares looked on in envy, and more stallions came than ever in more ways than one, a lucky one invited to her dressing room each night.

To mate with a pony was even more taboo in this shape, but they were sentient and sapient, with a fully fleshed out culture and intelligence, and so she didn't see any big deal here. She lost count of how many horse cocks she'd taken over the months on the road. Her dressing room quaked as they mounted her, until her entire face twisted in sheer bliss. She started to cover her walls in tally marks, a reminder she was more popular and beloved than ever before.

And when her belly had fully swollen she returned to Nurse Redheart, who helped her deliver the first human child here. The baby made her think of the father. She held her to her bosom and sang a lullaby as she suckled at her breasts. She wasn't sure what to name her and hoped she wouldn't be discriminated against. She'd have to show Shining Armor sometime.

Eventually she was able to track down Equestria's equivalents of Lavender Lace and Fuschia Blush who were miraculously alive after the world's fall, and while they were weary of her at first, over time she won them over, and her new friends became her assistants.

Her heart would still ached for Twilight Sparkle on occasion and what might have been. She had helped put her on the right path so long ago. Even her relationship with Starlight had been a subconscious attempt to get closer to her. But they weren't too compatible beyond the physical, and besides, mini-Twilight had moved on to Sunburst. At least Lavender and Fuschia proved up for an extensive fling, intrigued by her exotic physique!

*****

Tree Hugger traveled to Canterlot's sculpture garden, where a collection of smashed statues remained, among them the broken form of Discord, who'd returned here and petrified himself when the enemy had cornered him, and neutralized most of his power with the Necronomicon. He'd decided death was better than letting his abilities and knowledge fall into the hooves of their nemesis. Now the quiet area was overgrown with excess foliage.

She took Fluttershy's animals with her, and patted Mr. Bear with a warm smile, as she started to spread seeds into the soil for her farm. She'd make this place her new home. What she'd suffered in the breeding camps and the loss of Fluttershy still haunted her, but she didn't need the drugs anymore. Like Equestria she would rebuild herself one small portion at a time.

Of course some things could never be reversed. Nopony had discovered a way to free the Princesses from the sun and moon respectively; unicorns would likely have to help raise and lower them forever. Similarly the Tree of Harmony had withered and died. They would have to depend on their own power whenever possible to reshape the planet.

She stretched a little, settled into the lotus position, and hummed as she meditated. Birds and butterflies landed on and around her. She peacefully basked in the gentle sunlight.

*****

Flash Sentry made excuses and returned to the hospital whenever possible. In truth his body needed the rest, but a grin crossed his snout whenever his caretaker passed, the way her buttocks swayed when she walked, how her tail would swish to one side and provide him with a lovely view of her pink little butthole and snatch. He reached out his one good wing, wrapped it around a plush buttock, and repeatedly squeezed the oh-so-soft flesh.

“I would've taken a beating more often if I knew I'd end up with such a cute nurse,” he admitted as he kneaded her cheeks. “Hot and kind. The perfect combo!”

She spun with a death glare. “That's sexual harassment Flash,” teased Nurse Redheart who raised a pill in her hoof. “Looks like it's time for your suppository, dear! Prepare your anus.”

He tried to hide under the covers. “I don't like this game anymore!” But she simply flipped him over with a strength that belied her appearance, propped his ass into the air, and placed the pill between her teeth, which she shoved into his rectum with her tongue. He whinnied as she licked the inside of his sphincter which she'd personally helped clean with an enema.

Normally she'd never do such unprofessional things with a patient, but times had changed, and the number of stallions were more limited than ever. She had to seek romance wherever she could find it. And while he wasn't exactly her type he'd do nicely.

She took pride in caring for those under her. They had teased and flirted with each other long enough. That night when they had some privacy, she made love to him, told him that love could heal all wounds. And by the time their session finished he believed it too. Of course he'd have to accept she would bear Shining's foal, but he hardly seemed to mind.

*****

Fancy Pants continued to help organize the rebuilding of civilization, the alliances between surviving races, and made certain his ponies were satisfied. Of course that wasn't easy when his wife remained an insatiable nymphomaniac that demanded all his attention. It proved harder to live the stallion's dream than he ever could have imagined. She'd take a random mare or two to bed with them each night, and while the sex was amazing, he slept little.

When news arrived that Sunburst had concocted an experimental potion that could heal the most terrible wounds Fleur was elated. She volunteered to help test the substance, and after weeks of repeated application, she'd been able to walk again.Of course it would take quit some time before she fully recovered, but she peppered the shy wizard in kisses anyhow.

She even offered him and Starlight a romp with the married couple but he politely turned her down. She pouted in naked disappointment but embraced him in her warm hooves. She turned to her husband who was busy with paperwork at his desk. “Come to bed already!”

He drained his cup of wine and smiled. “As you wish.” Equestria could wait a little while. It would never be the same, but he was convinced it would recover. Time to put his own happiness first for once. He followed Fleur home where they made tirelessly love.

*****

Starlight Glimmer sat by candlelight in her cozy room and flipped through the tattered pages of the copy Necronomicon. She'd used up a number of its spells during the last battle, which left portions blank, but so many secrets still remained to be unlocked. Suddenly a hoof snatched it from her. She furrowed her brow. “Hey! There's a lot I still want to learn from that!”

“No. It started from a forbidden tome made by Sombra. Only evil can come from it.” Sunburst used the candle's flame to light one corner, and raised a hoof to stop her, as they watched it slowly blacken and burn with a crackle. “It's a shame the real Necronomicon can't be destroyed even in its weakened state. At best we can keep it locked in the vault.”

She frowned as it smoke and slowly turned to ash. “So...what now?”

He paced the room and stopped to adjust his spectacles. “I plan to undertake a journey in order to find myself. I...still don't know who I am or what my purpose is.” He drew his cape around him. “You can come of course, if you like. But I'd understand if you wouldn't.”

“Are you kidding? Of course I want to come!” She wrapped her hooves around him from behind. “Wherever you are, I'll follow. I love you no matter who you are!”

It was true. She'd never lost faith in him even for a second. She'd almost doomed the world in attempt to reclaim him. She thanked Sunset Shimmer for her lenience. What a shame she couldn't be here now, but at least she could look after Equestria in her stead.

She'd been tempted to take one last peak at the Necromicon housed in the vault, but remembered how close it had came to taking hold over her, to the point where she could've been its potential new host. She had a nightmare where she actually succeeded in utilizing its power to perfect her time-travel spell, and a pair of possible results, one where Equestria was corrupted from the start due to her intervention, and another where she was trapped in an infinite time loop, forced to watch helplessly as her actions played out without her.

She shuddered. How close she'd come to making the worst mistake imaginable! Fortunately she had another chance to set herself straight. Twilight would have wanted her or Sunset to be her successor, and with the latter dead that task ultimately fell to her.

She took his hoof and they headed into a caravan Fancy Pants offered to them. For the heroes of Equestria he provided whatever they wanted were it within his power. They had food, water, and riches to last them quite sometime. She laid her head on Sunburst's shoulder, cracked open Wet Nurse's diary, and started to read. They set off to parts unknown.

*****

Rarity wore a black dress and hat with a veil when she visited a mass graveyard for all the known losses in the war effort. Stones were carved to mark each resting place. She paid visits to ones for Twilight Sparkle, Applejack, Rainbow Dash, Fluttershy, and Sunset Shimmer, among a number of other companions such as Coco Pommel and Sassy Saddles, but inevitably she came to a statue that dwarfed all others at the center.

Spike's reputation had been redeemed. He was now considered the savior of Equestria. It was made known how their nemesis had warped him and so many others to serve as her pawns. Ponies came from all over to place flowers about the polished marble.

A chain around her neck that held the heart stone was twirled around her hoof, and she pressed it over her heart in remembrance of the short-lived relationship. She nuzzled the monument which stood handsome and proud like she remembered him.

She placed her own luxurious bouquet before it that she'd picked herself, curled up at the feet of a statue which could be a double of the dragon she loved, wept subdued tears, and drifted into a peaceful sleep under the afternoon sun. Gentle winds caressed her shape. Perhaps one day she would be able to move on, and find another love, after she finished mourning.

Pinkamena wandered over and settled on her rump beside her, a hoof wrapped around the unicorn as she stroked her purple mane. She was one of her oldest and closest friends, and even after her mind was fractured, she understood her pain better than anypony. While the Elements of Harmony were no more, they were the last two former bearers.

She constantly lacked direction or purpose in life now that her family was no more. Even the chance to punish evil had lost its thrill. But she liked to make ponies happy in her own unusual way, even now. Perhaps she could be a shoulder for Rarity to cry on?

She beamed and curled up with her once she too started to nod off. The world could be a dark place sometimes, but she could face it with a little help from her loved ones.

*****

Shining Armor's crusade was far from finished; in truth the real work had hardly begun. While their nemesis was slain her followers still survived across Equestria, as did slavers and other miscreants who would take advantage of the situation. He debated whether to take this Flurry Heart lookalike with him, but she proved more than capable of looking after herself, her magic far advanced beyond her years, and so he tucked her away in a crib nestled into his caravan.

He looked all over for anypony that would aid his cause. Of course his personally trained soldiers were quite loyal and leapt at the chance. “Special agent Sweetie Drops is with you,” said Bon Bon with a salute. In truth she'd hoped to eventually settle down into a normal existence, but she couldn't simply sit on her ass when ponies still needed her.

“Guess I'm with you too,” said Lyra who always did whatever she could to help out. She preferred to avoid combat but had reluctantly accepted its necessity at times.

The pair held hooves and shared a rare passionate kiss in public. Now that events had settled down they could explore their relationship openly. Not that Bon Bon was remotely ashamed of their quiet affair, but she'd simply tried to avoid any distractions until now.

“Count me in,” said Vinyl Scratch. “Let's take this show on the road!” She raised a hoof skyward, as did her show mares, who numbered over a couple dozen now. “Octavia?”

After a moment's hesitation Octavia said, “Sure. Why not? Perhaps I should...expand my horizons.” She'd come to like the club scene more than she'd care to admit. Especially its kinkier aspects, which really allowed the normally classy mare to safely let her mane down.

Vinyl swatted her on the butt and made her blush furiously. “Awesome! I knew you couldn't stay away from me! She totally loves it when I rut her, you know!”

“Vinyl Scratch!” Octavia seethed and flushed even redder. It wasn't her style to advertise her sex life, but the DJ seemed happy to share every last explicit detail.

“You love it, you dirty little minx!” She dashed off once Octavia started to chase her, snickered as they made circles around the caravan, until they broke into shared fits of laughter. She initiated a rare kiss with the DJ who returned her affections.

The couple and the show mares filed into the expansive caravan with Bon Bon, Lyra, Flurry Heart, and his soldiers, ready to hit the road once their leader finished all his preparations. He was a bit disappointed that Flash and Fleur decided to stay behind but understood.

“We have our own mission of mercy to undertake,” admitted Time Turner who twirled her sonic device. “We'll follow you on part of the trip, but we'll part ways eventually.”

Derpy hovered beside her with a flutter. “There's still so much I want to see and learn, Miss Turner!” She buzzed about happily in a carefree manner. While her innocence had been stained it still protected her from the often harsh reality of the world.

“There's a world of wonders out there. Let me show you,” said Time Turner. They would take inspiration for new inventions, and spread the completed ones she felt the public were ready for, whatever it took so Equestria would be back into a state of normalcy soon.

“You ponies are pretty cool after all,” admitted Gilda who puffed up her feathered breast. “Sure, I'll come! I'll take my own pack with us, and kick the asses of whoever is dumb enough to oppose us! What a shame Rainbow Dash won't be able to ride, too!”

She took to the serene blue skies where numerous pegasi helped clear up the weather. A number of them chose to fly in formation with her, alongside drakes, griffins, and changelings, who would help direct the caravan's travels and clear the way to each new destination.

More races believed driven to extinction made their presence known each day. Scores of breeding farms had fallen and towns were rebuilt to help house the freed slaves. No longer did the common pony need constantly toil aware in fear of the mistress.

Mercenaries were either routed, went into hiding, or turned themselves in to seek mercy. While their crimes couldn't be overlooked, Fancy Pants made sure they had a fair trial. He only punished prisoners with death as an absolute last resort; he preferred to imprison those he could in hopes they could be reformed. To him they were still a part of society.

Once he collected his crew Shining Armor had to admit he was satisfied. He took a moment to admire himself in a mirror, dressed in his now polished white armor, shield, and sword. The two loves of his life, Cadance and Sunset Shimmer, would have told him how handsome he is. He took a moment to remember them, decided that the best way to honor them was to carry on the torch. There would always be more work that needed to be done.

They were always the real power behind him. But he didn't mind his status as a symbol. Of course he wished they were offered the same credit he received, but he also knew that meant little to them, since they had made their sacrifices for the sake of everypony.

Celebrations were thrown in his honor. Mares everywhere flushed and swooned at the sight of him, begged him to let them take his potent seed and bear his foals. Some fathers even offered their daughters who had barely come of age to him. He waved back and politely tabled the offers for now. His heavy heart still ached from his most recent loss.

He would pick up more members wherever they traveled. They would be a shining force in the darkness, and his legacy would live on through the mares who bore his foals, repopulating Equestria one pleasant night at a time. He smiled, contented. His crusade would never end until the last shred of evil was either crushed or driven from this beautiful world.

Author's Notes:

The epilogue. Did I just barely crack 100k for this tale? Again, many thanks to everyone who undertook my most ambitious project ever for this site. Hopefully I managed to bring it to a satisfying conclusion!

Any thoughts on what the best/worst parts of the story were and which characters were handled the best/worst are welcomed. Some character voices were quite hard for me to capture, but it helped that most of them weren't entirely themselves due to traumatic events.

The writing was done NaNoWriMo style; wish I'd built up and foreshadowed stuff better, but that's what happens when you let a tale take you wherever. Also wished I had named the subtitle Legacy of Great Conception instead, but hindsight's 20/20 and I don't want to meddle with the title now as the story stands as-is for better-or-worse. Anyhow, I'll shut up now; take care everypony!