> Benighted
>  by Dormio
> --------------------------------------------------------------------------

> Errant Knight
> --------------------------------------------------------------------------

Far below the surface of Equestria, a lone figure made his way through the underground. Girded in a cloak of crimson and greaves of polished steel, the gallant Sir Spike strode forward with his lance at the ready and dragon fire in his breast. He was a drake on a mission as the fair maiden Rarity had been abducted by diamond dogs. The perfidious pilferers of all things precious had whisked away the generous mare in the dark of the night and carried her off to their rude burrows. Spike had set forth on his quest without delay, even deigning to leave his trusty steed, Twilight, behind. Now the brave knight was alone in the warrens of the brutish thugs, his steely eyes keen to every creaking gate and the distant march of guards.

“Only the foulest of the ranks of evil would live in these hovels.” Spike muttered in disdain as he turned over a pile of rubbish. “At least the Crystal Tyrant had some class.”

“Help! Help!” The sonorous yet distressed voice of Rarity called out from the depths.

“Gag ‘er already!” The rough dialect of the gem hounds followed after. “I can’t stand that screamin’.”

Spike determined the direction of the voices and charged ahead, his draconic strength and breath making short work of any ramshackle defense. Soon he came upon a junction where the villains were loading their hostage into a minecart. The drake’s heart soared at the sight of his beloved and hardened when he saw that the thugs had despoiled her nightgown, scandalously exposing her ample bosoms to the chilly air.

“Stop right there, criminal scum!” The dashing knight challenged as he leveled his lance at the villains. “No one abducts innocent mares on my watch!”

“It’s da dragon!” A terrified dog shouted.

“Leg it!” Another cried as he dumped the unicorn into the cart and sent it rolling. “Get da ‘ard boyz in ‘er now!”

The cowardly hounds scattered as one tripped some sort of alarm. Reinforced doors slid shut as armed and armored canines rushed in. The steadfast knight appeared to be surrounded by he had neither the time nor inclination to do battle with his muse in peril.

“Count your lucky stars, if you even know what those are.” Spike exclaimed as he spread his powerful wings and took flight. “We shall have to test your mettle another time.” 

The gallant drake swooped over the heads of the ground-bound hounds and dove through the mine shaft just as the doors slammed shut. He gave chase through the winding labyrinth of mines and burrows, knocking aside any hapless guard that dared stand between him and his fair lady. Their merry chase came to a fiery end when Spike blasted opened another set of security doors and landed in the heart of the subterranean complex. Gold and silver coins cascaded over chests bursting with loot pilfered from across the map. Gems and precious metals twinkled amidst the sea of riches yet none of them compared to the pearly beauty lying supine on an altar. Surrounding her were aged and wizen dogs, draped in moth-eaten robes with scrimshaw talismans hanging off their necks.

“Stand aside, fiends!” The knight commanded as tongues of fire flickered past his bared teeth. “You shall not have this one!”

“Fool!” One of the ancient and surprising articulate hounds pointed a bony finger at the dragon. “We must do this! For the good of all above and below the earth, the Beast must be appeased!”

“It will have to make do with one of you!” Spike brushed off the sage’s warning as he stomped forward. “Have at thee, cur!”

Before he could join the shamans in melee, the cavern began to tremble. The knight’s valiant charge was fouled as the ground shifted beneath his feet, forcing him to take a knee to keep his balance. From amongst the piles of treasure emerged a behemoth of malignant design; a demon of billowing smoke and tenebrous scales. Its eyes burned with the fires of wrath and ruin as it glared down at the single noble soul. Claws that could shame a phalanx of pegasi fell over the prone form of Rarity like a possessive cage. 

“MINE!” The foul beast roared, its cavernous maw lined with blood-stained fangs that gleamed in the infernal light of its throat.

“You have doomed us all.” The head hound lamented as it was crushed beneath the bulk of the benthic creature.

The courageous knight steeled his admittedly flagging resolve and got to his taloned feet. As he stood before what might as well have been the mouth of Hell itself, Spike shouldered his lance and charged. His heroic cry was nearly drowned out by the enraged roar of the beast as it lunged for the fool that dared to defy a god.





“Gah!” Spike awoke with a start and nearly hit his head on the spine of his tent. “Damn it, not again.”

Cursing his weak will, the mulberry and spring green dragon crawled out from under his shelter. His campfire was still smoldering so he had not slept long but he knew well that even a fleeting moment in the Dreamworld could spell disaster. The proper course was meditation, power naps, or intricate dreamcatcher wards once used by Luna to achieve some form of rest but true sleep was always a temptation used by the insidious tantibi that now ruled the Realm of Dreams.

“Such is life in Equestria…” Spike grumbled as he broke down his camp, kicked dirt over the embers, and stood over a bluff overlooking the landscape with lance in claw and cloak over his broad shoulders. “…ever since Nightmare Moon returned.”  

A pale moon hung over the benighted land, its malignant light bathing the forsaken nation in an ethereal glow. The once lush fields and bountiful orchards had been reclaimed by the expanding Everfree; choked by gnarled trees and strangled by creeping vines. Abandoned townships and dilapidated villages stood as grim headstones of a once-thriving civilization. The residents that once called this land home now drifted between the darkness like ghosts as the profane moonlight washed over their haunts. Inheriting their place were a host of nightmarish creatures; twisted abominations of unknown origin, vampiric and nocturnal beasts that rose along with their resurgent Goddess of the Moon and ethereal tantibi that had managed to tear their way into reality. Yet, for all the doom and gloom that now hung over the world like a pall, a way out had been offered. 

“There is always room in My realm for those willing to serve.” The Usurper had declared for all to hear.

And serve many did. The opportunistic and maladjusted went willingly into the darkness followed by sycophants, criminals and other villains. As the Ceaseless Dark dragged on, those unwilling to welcome Death’s embrace joined if only to survive. Others still were abducted from their hovels, dragged into the Night by those they once called friends for an unknown purpose.

“Dash thinks warm bodies for the legions…” Spike muttered as his breath misted in the chill air. “Twilight suspects a ritual…” 

It gave the drake some modicum of pleasure that for all Moon’s efforts to erase all memory of the land that was, Harmony still endured. The brilliant Twilight Sparkle, her fellow Element Bearers, remnants of the Solar and Royal Guard and other heroic souls labored to keep the light alive if only to spite the Dark Alicorn. It was in that capacity that Spike had gone from a humble assistant to a decorated knight as the scars across his scales could attest to. It was during a mission to recover what remained of the Castle of Friendship’s library that the Lunar Empire struck back. One of their safe houses had been raided and while casualties were manageable, the Element of Generosity had been taken. Spike had set off on his quest as soon as he heard the news, the protests of his closest friends falling on deaf ears.

“Still don’t know how the imperials found us. Something about getting imposters among us?” The drake muttered aloud as he reached his destination and looked up at the looming edifice. “Maybe I can find out while I’m here.”

Canterlot, the once opulent and imperial capital of Equestria, now stood as a festering abomination. Black onyx stone had replaced the once pristine marble walls. Sun emblems, banners of harmony and other symbols of the world that was lay broken and tore across the ground, the work of industrious and vindictive iconoclasts. In their place stood the waxing crescent emblem of the new empire, monuments to the Usurper’s vainglory and an ever-present frost as a testament to the Second Long Winter. The dragon knight pulled his cloak tighter around his broad frame as an unearthly aura radiated from the citadel.

“I wonder if the witch factored another Long Winter into her plans when she snuffed out the sun.” The chilly traveler chuffed as predatory eyes peered out at him from the deep shadows. “Then again, she probably doesn’t care.”

Steeling himself, he crossed the threshold of the umbral fortress and entered a courtyard. The talons on his feet knocked loose stone and masonry across the broken cobblestones but he paid it no heed. She knew he was coming before he landed on the lone mountain. Such was the folly of hiding secrets from the Tyrant of the dream-scouring tantabi.

“So why haven’t I run into someone by now?” The interloper wondered as tongues of flame licked out from his maw. “Afraid of a little fire?”

Well aware that the halls were stalked by the traitor Night Guard and fouler things, the drake kept his guard up as he came to a staunch doorway leading inside. Not even bothering to check if it was unlocked, the dragon balled a clawed hand into a fist and slammed it into the door. Worn wood and wrought iron proved no match for draconic strength as the door exploded inward, sending splintered flying into the floor and walls. The dragon allowed a prideful smile as he entered what appeared to once be a conservatory. Dead and rotting plants littered the damp floor as a chitinous growth spread out across the floor and roof like roots. A sickly emerald glow emanated from hanging sacks that occasionally twitched at his passing. Spike gripped his lance tighter as he realized he had both discovered how the empire had attacked them and blundered into their nest.

“My~ what is this?” A familiar voice, dripping carnivorous desire, called out from all around him. “A dragon comes to roost?”

“Chrysalis.” Spike growled as his lips peeled back in a toothy sneer. “I should have known.”

The drake knew of the changeling queen both before and after the Nightmare’s return. The insectoid shapeshifters survived on love, joy and other positive emotions and used any and all means to obtain them. When Equestria fell and the frosts came, the swarms were among the first to reach a crisis point as their primary food source was compromised. Most thought the bugs had gone extinct but rumors circulated that the last surviving Hive Queen had offered vassalage to the Dark Despot in exchange for food. Spike was among those who dismissed these rumors but with reports of rebels like Shining Armor disappearing and the raid on the safe house, he now knew that was dangerously naïve. 

“You know me.” The changeling matron cooed. “I’m flattered.”

“Give me one reason why I shouldn’t burn this place to the ground?” Spike growled as fire welled up in his core.

“You would risk immolated these delectable morsels?” Chrysalis buzzed as a pulse of vibrant energy shot through the hive.

A chorus of muffled cries of agony echoed about the hive. Spike felt a chill crawl up his spine as most of the luminous cocoons still held living equines. He was tempted to follow through on his threat regardless, say that burning the captive now was mercy but his virtue as a dragon would not let him. He expelled his fire as a long sigh of ember-flecked smoke.

“There is a special place in Tartarus reserved for you, parasite.” The drake spat.

“I have been told.” The changeling matriarch chittered lightly.  

A wet squelching sound from above caught Spike’s attention. Nestled in the core of the growth was a cluster of eerily glowing orbs held together by a mess of sinuous webbing. The liquidated foodstuff of the shapeshifters sloshed about as something moved within the nest. Slowly and delicately, perforated limbs emerged from between the ghastly prisons. Flexible beyond any normal standard, the twisted legs and arms pulled out a chitinous body and an inverted head. A fanged smile and green and opal eyes greeted the intruder from behind a membranous veil of cerulean.

“Why, if it isn’t little Twilight’s pet.” The Hive Queen tittered as her head slowly rotated right-side up with sickening cracks. “You’ve grown since I last saw you.”

“Can’t *ugh* say the same for you.” Spike fought to keep the contents of his stomach down as the changeling crawled down the tree-like growth like an oversized spider. “Moon needs to take better care of her playthings.”

“Tsk, take a closer look, handsome.” The changeling matron clicked her tongue as she reached the floor and stuck a handstand before tipping forward onto her hooves. “You’ll find I’m growing quite nicely.”

Now that she was standing before him, Spike could see that he was far off the mark regarding the infamous seducer. Aside from her characteristic perforated extremities and crudely sown rags she dared call a dress, Chrysalis was burgeoning with life in both the fullness of her flanks and chest and the maternal swell of her very gravid belly.

“Ooh! They seem excited to see you.” The soon to be mother of another thousand young giggled as she ran and gnarled hand over her active nymphs. “Want to see?”

“N-no.” Spike shook his head as the shapeshifted tugged on the hem of her dress. “*Ahem* I’m looking for someone so-!”

“Oh, how delightful.” Chrysalis clapped her hands together. “The gallant knight charging into the villain’s lair to find his lost love. It’s almost storybook.”

“Where is she?” The knight took a threatening step forward.

“Who? I’ve been a busy bee lately.” The changeling matron smiled coyly. “Could it be this?”

The changeling’s gnarled horn ignited in an emerald glow. The drake cringed away from the fell magic as the seducer transformed. Broken chitin was replaced by pristine fur white as snow. Her drooping mane gained volume and curled as brilliant indigo washed through it. The torn rags hung loosely as the pregnant figure faded into a more lithe form. Only an insectoid green flash in the otherwise azure eyes betrayed the façade the shapeshifter now wore.

“Rarity…” Spike whispered as he beheld his beloved.

“We knew someone would come for the Element of Generosity.” The ‘fashionista’ said in Chrysalis’s insectoid chitter as she struck several sensuous poses. “I am surprised it was her little ‘Spikey-wikey’ but these are strange times.”

The dragon flinched as if he had been slapped before his muscles tensed and smoked wafted from his nostrils as an inferno of rage welled up inside him. Before the pretender could say anymore, the drake seized her by the neck and hoisted her into the air.

“HOW DARE YOU?!” Spike roared in fury.

“Ack! Harder Spikey!” Chrysalis choked out defiantly as her disguise failed. 

“Where is she?” The dragon growled as flames flickered past his bared teeth. “Tell me or I’ll-!”

His ultimatum went unheard as something slammed into his back like a drunken Rainbow Dash. Spike stumbled but stayed on his feet as his ambusher was joined by swarms of drones emerging from concealed alcoves and warrens. The lone knight slung the bewitching shapeshifter at the closest group, their instincts demanding they protect their Queen. He used the small opening to shed his cloak and stretch his wings. A powerful flap granted him flight and a better vantage but he knew he only had so much time before the winged members of the swarm overwhelmed him.

“I need a window or a gate or a...” Spike paused as he saw moonlight streaming through a sizable crack in the roof. “...I’ll take it.”

The dragon launched himself at the fissure and dropped his shoulder. The impact of scale and sinew meeting stone and masonry rattled the drake’s teeth but he nevertheless burst through into open air. The sudden reveal of intense moonlight stunned his pursuers, granting him a needed reprieve to gather his thoughts. 

“Damn that bloated bug.” Spike growled as he nosed over and flew low so as to not stand out against the night sky. “They must be keeping Rarity in a dungeon somewhere. I just need to find a landmark and get my bearings.”

The dragon knight crested over a wall and touched down into another courtyard. This one he recognized as the statue garden, once a collection of monuments now just another despoiled ruin. Broken stone littered the ground where statues had been toppled and destroyed. If he had to guess Spike would say that this was more to safeguard the Empress’s reign from other resurgent villains than mere spiteful vandalism. The shattered figure of a draconequus was inclined to agree.

“I’d take your chaos over this.” The drake whispered as he tapped the misshapen stone only to see it was lifeless. “Okay, the dungeons should be right about there so I might be able to sneak-!”

“Interloper!” A voice called out. “Seal the exits!”

The dragon knight groaned as a general alarm was raised. The citadel came alive as the traitorous Night Guard and imperial legions were mobilized. It did not take them long to find the lone dragon and rush him. Thinking quickly, Spike took to the skies again to at least give them a harder target. Arrows and bolts of both mundane and magical nature filled the air but Spike’s natural armor and training with Rainbow Dash gave him just enough of an edge to stay alive.

“I need to get into some clouds.” The drake grimaced as a bolt grazed his cheek. “Lose them and then double back to the dungeons before they call the-!”   

*SCREEE!*

Once again, Spike’s train of thought was derailed as if the universe was conspiring against him. This time, a soul-hallowing shriek pierced the cold air. The knight knew that call well as the majority of his battle scars began to itch.

“Thestrals.” The dragon grimaced as the vampiric enforcers of the Usurper’s will emerged from their hidden lair.

He saw the flash of fangs and blood-red eyes of the first one. He felt the preternatural blows of the second and third. The drake lost count after the seventh as the leathery-winged fiends surrounded him. Despite his strength, the dragon was hard pressed as teeth and claws sought the precious blood flowing through his veins. His battle-tested scales once again rebuked their efforts but the same could not be said of his wings.

“Argh!” Spike roared in pain as the thestrals shredded his wings and forced him to land hard.

Fueled by pain and rage, the drake unleashed a torrent of fire at point-blank range to clear out the closest attackers and give him time to at least stand. Panting heavily, Spike readied his lance as his foes stood just outside his ring of fire. By now, the legions had locked down the courtyard and thestrals filled the skies. The knight glanced down at his trusty lance; not the best weapon against a horde. Nevertheless, Spike shouldered the iron-shod shaft and readied the last of his fire.

“Geist is going to be busy tonight.” The drake snorted as the fiery ring flickered and then went out. “I only wish I could see Rarity one last time.”

There was a tense moment as the dragon stared down the nocturnal horde. He expected them to mob him as soon as the barrier was down yet none of them moved. Then a flash of magic out of the corner of his eyes caught his attention. Spike turned just in time to catch it between the eyes as the spell exploded against his scales. The dragon stumbled as his vision blurred, not out of pain but from sudden intense fatigue. He sank to his knees with his lance being the only thing keeping him upright. Through the haze, he saw a graceful figure approach him along with a throng of legionaries. The knight tried to stand only for the figure to place a finger on his muzzle. 

“Sleep, my knight.” A feminine voice as soft as velvet whispered directly into his mind. “Save your strength.”

“No… I… must… find…” The dragon slurred as he slumped forward with a thud.

“Fear not, my darling.” The Enchantress said gently as the thestrals carried off the now slumbering hero. “You will find someone far better.”





Spike’s slowly opened. Darkness lurked at the edges of his blurred vision before he shook off the last of the sleep spell and fully returned to reality. His first clear sight was the insectoid visage of the changeling matron.

“Hey, you~” Chrysalis cooed with a playful smile. “You’re finally awake.”

“Mmph!” The drake attempted to literally snap at the shapeshifter only to find himself muzzled by a band of hardened bug sap. “Rgh?”

“Not in a mood for love bites, Sir Spike.” The Hive Matriarch tutted as she flicked his snout. “Nor heat play so save your breath. You’ll need it.”

The dragon scowled at the vexing seducer as smoke streamed from his nostrils. He was loathed to admit it but he doubted the changeling was bluffing. The same substance that prevented him from flash-frying the bug also held his hands and feet fast to a frame of insidious cold iron, no doubt an instrument of the Usurper’s malice.

“I do hope the thestrals weren’t too rough on you.” The maternal matron said in mock concern as she circled the captive drake. “She wants you intact.”

“Mrgh.” Spike grunted as he fought against his bonds to no avail.

“Hmm? Ah, your wings.” The Hive Queen paused behind him and ran a finger across his useless appendages. “I can sympathize, truly.”

Chrysalis flared her own abused wings and buzzed, buffeting the dragon knight with a chill breeze. The insectoid seducer then slid her hands off his wings and under his outstretched arms, coming to rest on his pectorals. Spike shifted slightly as he felt something taunt and kicking press against his back.

“By the Progenitors, if I knew you would grow into this I would have snatched you up ages ago.” Chrysalis moaned as she traced intricate patterns into his scales. “You were wasted on Equestria.”

Choosing to ignore the growing heat within his core, the drake took stock of his surroundings. Rather than a prisoner in some dingy dungeon, he was the centerpiece of a lavish den. Strewn amongst the booths, pillows and tables were signs of the one holiday to survive the regime change; warmly glowing crystals of what he thought to be rare dream stone, emblems of the new government and jack-o-lanterns stuffed with sweet confections. Thick curtains obstructed the windows and doors, providing the occupants the utmost privacy. 

“Now what are you hiding in these?” The Hive Matriarch regained his attention as her fingers slipped into his leggings. “In fact, why are you even wearing-!”

In an instant, something changed in the air. Both jailer and captive froze as a pall of dread settled over the den and grew stronger with each passing second. Chrysalis nearly tripped over herself as she got away from Spike.

“Don’t want my hand caught in the cookie jar again.” The clearly unnerved matron muttered quickly as she smoothed out her ragged dress. “Gird your loins, sir knight. She comes.”

The drake watched as the vassal of the Night Queen dutifully stood at attention by an entryway. Spike did his best to put on a brave face as the warm orange of the crystals suddenly went out and reignited in an icy cold azure. The tense silence was broken by the echoing tone of hooves on marble. Like a ticking clock counting down his doom, the steady hoof falls grew louder until they were right outside his lavish prison. A door creaked open and the curtains billowed in the fresh draft before they were seized in a cyan aura and parted. A pair of teal slitted eyes gazed out from the shadows below a long, goring horn before the figure strode forth. 

“Mrrgh!” The dragon groaned as he beheld Nightmare Moon, God-Empress of Benighted Equestria.

Spike was not sure what to expect of the Nocturnal Oppressor. He had caught a glimpse of her during her ill-fated second attempt at conquest but that was a lifetime ago before he had even earned his wings. The more modern accounts, mostly from propaganda and witness accounts from survivors of her many purges, were completely biased and painted drastically conflicting pictures. The dragon knight had always envisioned her as a dark caricature of Princess Luna; the twisted result of envious attempts to replicate and surpass her more benevolent and beloved sister. Now that she stood before him, however, Spike had to admit that the Usurper had certainly succeeded in that aspect.

The fact she was completely nude may have also been affected his judgement.

“Is this him?” Moon asked a now deeply bowing Chrysalis.

“Yes, your highness.” The changeling matron kept her eyes on the floor as she answered. “He should serve your purpose.”

“Very good.” The midnight blue Alicorn patted her vassal on the head as one would pet. “But I shall be the judge of that.”

The Usurper approached her new captive, every step causing her violet-peaked mounds to bounce like tantalizing fruits before a starving wretch. To complement the ancient Tartarean punishment, her sculpted abdomen flowed like water to a diamond-shaped gap between her swaying dappled hips. Silhouetted by the Alicorn’s billowing star-blessed mane and tail, Spike caught the briefest glimpse of her bare nethers and the supple pear nestled within before tearing his gaze away.

“Hmhmhm~ Beyond your wildest dreams, am I not?” Moon tittered with a cruel fanged smile. “Did you expect any less from your Goddess?”

“Mrph Ymm!” Spike grunted defiantly as the Tyrant lidded her eyes in amusement.

“Ha! That is what they all say right before they die.” Moon’s smile somehow grew even wider as she ran a claw-like finger under his chin. “I know you are wondering why rebel scum like you still draw breath.”

The dragon knight rolled his eyes as he anticipated a monologue coming on. Chrysalis seemed to share his intuition as she mirrored his reaction. The Empress’s smile morphed into a frown as she gave him a hard slap that he felt through his scales.

“Well, I am going to tell you anyway.” Moon huffed irritably. “It concerns the future of my world and the part you will play in it.”

Spike let out a long sigh through his nose but let the Despot have his attention. Appeased for the moment, she ignited her horn and conjured forth images to aid in her presentation. The drake studied the images, calling upon his experience with the scholastic Twilight to help him make since of the sinister symbols as Moon began.

“No doubt you have encountered the twisted creatures that stalk the ruins of the old world.” The Dark Alicorn indicated a twitching abomination with a disgusted grimace. “Has that foal, Sparkle, divined their purpose?”

“Mmh hrr mmph oomph hmm.” Spike did his best to convey the idea that the beasts were both forms of punishment and terror weapons.

“That was not the intention but even failures can have their uses.” Moon either assumed or read his mind without him noticing. “The truth is this is my gift to mortal kind, though it is currently flawed.”

“Hmm?” The drake arched an eye ridge.

“Despite what you light dwellers may think I do not intend to rule a world of ghosts and monsters.” The Usurper said with a dismissive wave. “That is someone else’s domain.”

For a moment, a grave chill swept through the room. All three occupants cast wary glances at the shadows as if watching for something lurking within them. As quickly as it came, the spell passed and Moon refocused on her speech. 

“I wish for the world to be a cold, dark and very gentle place.” Moon said wistfully as she painted an image of bustling metropolises under a kinder moon. “Two of those aspects have been established now we labor on the third.”

“Hmm mph hrr hm.” The captive knight hinted his skepticism at the Empress’s ambition.

“To that end, mortal kind must be liberated from the shackles of the sun as I have.” The Alicorn ignored him and switched to another image of the dichotomy between Night and Day. “You must adapt or you will perish.”

“Mrgh hm ym.” Spike shot Moon a death glare that told of the simpler alternative.

“A futile effort in more ways than one.” The Empress scoffed before she lost her place. “Where was I? Oh, yes. Thus I have called forth the tantibi.”

The drake’s eyes widened as the pictures changed once again. There was a lot of technical and magical jargon but he could deduce that the Tyrant had been delving into the Dreamworld and cavorting with the nightmarish denizens within. What was more, she had been bringing them through into the waking world. He was beginning to suspect as to why and the thought made his scales itch.

“Only the most powerful of the dream eaters can manifest in reality but even they will fade back in time without an anchor.” Moon explained as she indicated the appropriate sketches. “Beings not bound to mortal laws; an ailing populace that needs to shed those same laws. Can you piece it together?”

Spike shook his head in disbelief. That anyone would inflict what was essentially demonic possession on innocent people was almost beyond comprehension. Yet the Usurper was proposing just that and, he feared, had already made trial runs. The drake retched as he felt bile build in the back of his throat.

“Think of it as a symbiotic relationship between the tantibus and mortal; each critical to the other’s survival.” The Alicorn, unaware or uncaring of her captive’s disgust, continued. “Unfortunately, there have been... complications.”

The presentation flickered as a memory was displayed. The dragon watched with mounting horror as a restrained mare was set upon by a shimmering phantom. The helpless victim struggled for a few moments before she suddenly went rigid. The mare then began to convulse violently, screaming in an unknown language as her body betrayed her. Spike screwed his eyes shut and did his best to ignore the grisly sounds of the transformation. Mercifully, Moon dispelled the memory and ended her crash course on vile science.

“Most do not survive. You’ve seen the ones that do.” The Empress sighed like an overworked professor. “Thousands of trials and all have failed… until Chrysalis here captured a most unique unicorn.”

Spike’s heart turned to lead and fell into his stomach. His mind raced with possibilities, each one more horrific than the last. A cold chuckle from the changeling matron only compounded his worry.

“I think he wants to see her, mistress.” The Hive Queen chittered. “Shall I summon her?”

“Do let's.” Moon nodded. “The time is almost nigh.”

The gravid shapeshifter ignited her gnarled horn as she silently sent orders to her servile drones. A few moments later and a pair of changelings escorting a third figure entered the den. The drake averted his eyes, unwilling to see what ghastly fate befell his beloved. Moon tut-tutted in disapproval as she cupped a hand under his jaw and forced him to look ahead.

“What’s the matter, Spikey-wikey?” The Nightmare blessed Rarity asked coyly. “Does this vision of beauty steal your breath away?”

It was no secret that Spike considered the former fashionista gorgeous even when his infatuation was merely a precocious crush. Age had done little to temper that particular fire even after he met other, perhaps more compatible, females. That old flame exploded into an inferno as he gazed upon the once pearl white Element of Generosity, now a deep indigo denizen of Eternal Night. Like her new Empress, Rarity had eschewed clothing with the exception of a glaucous tiara with a flawless diamond at the base of her elegant horn. Complementing the simple headdress was a matching necklace around her slender neck, the diamond pendant almost lost in her bountiful bosom. The corrupted mare smiled as she basked in the adoration of the captive, stoking his building desire by tracing a finger along her navel while playing with a strand of her voluminous coiffure of glittering violet streaked with a shock of white. The Usurper let out a cruel chuckle as she wrapped a raven wing around Her subject and pulled her close, pressing Rarity’s gem and star-studded flanks against her crescents.

“Hahaha, I think the poor lizard is beginning to see the benefits of your ascension.” Moon said slyly as she tapped the end of her subject’s horn, earning a sharp gasp from the unicorn. “Now if only we could find a proper title befitting a New Equine such as yourself.”

“I’ve heard ‘Nightmare Rarity’ whispered amongst the guards.” The former heroine rubbed her chin in thought. “I’m also partial to ‘Vanity’ or ‘Radiance’.”

“There is only one Nightmare.” Moon leaned in menacingly and eclipsed the unicorn’s bust with her own, non-too subtly reminding the smaller mare who reigned supreme. “For now, we will use your day name.”

“Of course, your majesty.” Rarity shied away from the Alicorn as she returned her attention to Spike.

“As you can see, a viable union between tantibus and equine is possible.” The Empress said as the unicorn fixed the dragon with a smoldering look. “But one out of thousands is hardly ideal; it would be an elite few surrounded by chaos.”

“Assuming the seamstress isn’t a fluke.” Chrysalis spoke up. “We still haven’t been able to identify what made her receptive compared to the freaks.”

“The matriarch speaks out of turn but she’s right.” The fallen unicorn glared at the changeling queen who stuck out her tongue at her. “If only the mares I called friends could see me for the wonder I am now, they might aid us in preserving the beauty of this world instead of huddling in holes waiting to die.”

“We will see to that soon enough.” The Tyrant said with a vengeful edge in her voice. “That does segue to why you are here, dragon knight.”

“Hmm?” Spike found his limited voice as all eyes returned to him.

“The common rabble has thus far only produced failures; death or mutation, sometimes both.” Moon reiterated with a knowing grin. “This has led me to believe that just as only the strongest tantibi can breach the walls of reality; only the strongest of mortals can host their essence.”

“Such as the heroes and heroines Old Equestria once placed their faith in.” Rarity concurred deviously. “An Element Bearer such as I or the Great and Honorable Spike the Brave and Glorious.”

“Brmm hm Mmphmm?” Spike repeated the woefully outdated title ever since the Crystal Empire had been annihilated.

“You are a prime candidate, my little dragon.” The Dark Alicorn said in a low tone as her gaze drifted down past the drake’s waist. “Should you become a New Dragon, not only will you give credence to our methods but you will be the first male of this nascent populace.” 

“Mmm?” The dragon asked when she placed emphasis on that word as more implications began to fill his mind.

“Say that New Equines can only come from heroic stock.” Rarity explained with a hungry look in her twinkling eyes. “Even if we manage to capture and turn those that remain alive, we would barely break double digits.”

“If you can’t find hosts, you will have to make more.” Chrysalis finished as she ran a hand over her maternal swell, the future brood trembling happily at their matron’s touch. “Lucky you.” 

Spike’s mind nearly snapped as his rational, heroic mind clashed with the red-blooded drake staring at two beautiful mares. Streamed wafted out of his nostrils like a whistle as his eyes darted from Rarity to Moon, once to Chrysalis, and back again. The Empress watched his internal battle with growing bemusement.

“Bwahahahaha! Do you think to have all three of us?” The Queen of the Night cackled as she flicked her captive on his snout. “While your desire for my godly delights is understandable, there is a more… regal stallion that I wish to sire the new Royal Family.”

“Do I even need to say it?” The maternal matriarch asked incredulously.

“Your dreams are about to come true, Spikey-wikey.” Rarity cooed as she formed a heart out of her fingers and held it just above her nethers. “As are mine.”

“First we need to see if he even survives that long.” Moon pointed out as her horn ignited. “My moon is at its peak and the changeling has prepared the knight. We may begin.”

The drapes and curtains were flung open, allowing the baleful moon to flood the room with its light. Spike felt something burn on his chest and looked down to see a series of intricate glyphs and runes painted on his scales. He looked back up at Chrysalis who waggled her gnarled fingers at him, their tips glossy with ink. So distracted with her teasing was the knight that he failed to notice that everything in the room from his bindings to the position of the dream stones was all deliberate. The den of iniquity was a ritual site and he was to be its next victim.

“Nmm! Mrgh! Frrgh!” The dragon fought against his prison with all the strength he could muster but could only stain the iron frame.

“Don’t fight it, Spike.” Rarity cooed reassuringly. “Something wonderful is about to happen.”

“Stand back.” The Empress warned as she peered beyond the walls of reality. “We have a supplicant and it is mighty indeed!”

The fallen unicorn complied and retreated to a safe distance beside Chrysalis. Spike continued to struggle as the air around him shimmered with ethereal power. Phantom images flickered in and out of focus before space suddenly buckled inward. The Alicorn flinched as a hollow boom echoed throughout Canterlot. She focused her empowered magic as a second impact fractured the air. The Mistress of the Night focused on these fissures and finally breached the barrier between worlds.

“MMMMMRPH!!” The drake could only give a muted scream as he beheld the realm of nightmares with waking eyes.

Out of the breach emerged a set of talons as long as pikes that dug into the floor. A second set emerged that just barely missed the helpless knight as they found purchase in the solid ground. With a deep rumble, the limbs of the deepest night sky dragged the rest of its mass into the benighted world. The tantibus slowly rose to its full height as its Tyrant closed the breach behind it with a gasp of effort. Spike froze in fear as the dream demon loomed over him, its eyes of blazing starlight studying him intently. The three mares held their collective breath as the creature approach the drake, each step sending tremors through the foundations.

“Mine…” The draconic apparition intoned as it gripped the knight’s head in its claws.

“Nmm! Mmph!” The captive thrashed in panic as the tantibus’s jaw opened vertically all the way down to its waist, the facsimile of ribs acting as mimicry of teeth. “NMM! NM-!”

Spike’s muffled cries were silenced as the nightmare completely enveloped him. The starry mass shifted and rumbled as it molded itself to the noble dragon. In time, a silhouette of the errant drake stood in the center of the den before the stuff of nightmares began to seep into its new host like water into a sponge. Spike went slack against his bonds as a stygian miasma wafted from his still body.

“Oh no!” Rarity slapped her hands over her mouth in dismay. “It-!”

“Hold!” Moon ordered curtly. “It is not over.”

Seconds turned into minutes without as much as a muffled moan from the drake. Then he twitched; a slight jerk of the head as if he was lost in a restless sleep. The twitching intensified into violent spasms and then full body convulsions before the possessed dragon’s teal slitted eyes snapped open. The changeling resin around his muzzle cracked and fell away as his snout elongated into crocodilian proportions with teeth to match. Finally free of his gag, Spike let out a bloodcurdling scream that rapidly deepened into a bestial roar as his transformation spread to the rest of his moonlit form. Bones cracked and regrew anew as iron-hard muscle coiled and swelled beneath his darkening scales of imperial tyrian and flaxen gold. The already broad-shouldered drake broke free as the cold iron proved insufficient to contain his new herculean physique. Rending claws and razor talons carved gashes into the stone floor as the dragon’s reach and stride lengthened. A series of staccato cracks filled the air as a crest and series of spines the envy of even the most virile of bull dragons erupted from his scalp and arched back. The leathery flesh of his ravaged wings knitted back together before nearly doubling in length. His leggings, fashioned by Rarity herself in bygone days, split and tore as they struggled to contain the hulking drake. Inevitably, the masterful stitch work failed and Spike shed them along with the last vestiges of his aureate allegiance. The New Dragon remained kneeling on the floor, his massive barrel chest heaving as his breathing slowed and steadied.

“Muhuhahaha! Excellent!” Nightmare Moon clapped her hands together in glee once the ritual was complete. “Can you hear me, dragon?”

“Yes.” The beast grunted a low and rumbling noise akin to an avalanche.

“Then arise, my Champion of the Night.” The Empress bid as she bestowed him a new title. “Let us share in your rapture.” 

The newly dubbed Champion blew out a plume of tenebrous smoke as he got to his feet. Raw corded muscle creaked and popped as the drake stood tall and proud. At his full height, even the Usurper had to crane her neck to look him in the eye but hers were drawn elsewhere. Hanging between the dragon’s powerful legs was a veritable totem of virility. Following a glossy gradient of flushed, tapered glands along a muscular shaft crisscrossed with veins to a series of ruddy maroon dorsal lamina, the dragon had no reason to feel shame. The corners of his maw twitched in a smirk as this time he caught all three mares staring.

“What a huge *ahem* success.” The Dark Alicorn cleared her throat and turned to the unicorn. “Come.”

“I was going to suggest casting a fertility spell but I don’t think that will be a problem.” Chrysalis whispered as Rarity took a moment to compose herself. “Enjoy yourself.”

The former Element Bearer approached her soon-to-be lover, stealing glances at his glistening pride that twitched in anticipation. Soon the fallen unicorn stood before the corrupted drake, predatory eyes gazing into twinkling irises. Their Empress silently backed away and took a seat on a stack of pillows to revel in what was to come. Rarity took a bold step forward and placed a hand on the Champion’s rippling abs, his scales hot to the touch.

“We’ve waited too long for this, Spikey-wikey.” The unicorn whispered, her voice dripping with desire. “Take me.”

“Spike…” The ex-knight’s claws trembled in a moment of indecision before primal instinct took over. “…WANT!”

The hulking brute grabbed the smaller mare by her waist and hoisted her into the air. He held her level with his now turgid length and brought her down as he thrust forward. The first attempt went low and wedged the drake’s pride in the valley of the unicorn’s generous rump. He overcompensated next and raked the vernal barbs against Rarity’s pearl, causing a deluge of love juice from her winking nethers. Finally, with some magical aid from the Nocturnal Queen to keep them on target, the Champion parted the Enchantress’s carnal flesh and delved into her depths.

“WAH-HA-HA-HAAA!” The unicorn cried out in euphoric bliss as she felt every bump, ridge and pulse of her mate’s searing girth within her most treasured passage.

Words failed the dragon as he held the mare in place, grunting and snorting as he felt her vice-like canal mold itself to his exotic shape. Out of some lingering concept of chivalry, the corrupted knight waited for his not-quite maiden to adjust to their union. Once Rarity gripped his wrists and spread her legs as far as her flexibility allowed, the drake resumed his conquest slowly at first before ramping up to borderline savage abandon. 

“Shining and I have some new tricks to try.” Chrysalis muttered as her hand slid past her swell and settled between her legs while another found an engorged tit. “I know he *Ah!* has the stamina for it.”

The unicorn’s eyes rolled back into her head as her tongue lolled out of her mouth, undignified songs of passion mixing with her lover’s bestial rumblings. While his partner was adrift in the sea of bliss, the drake was entranced by her more worldly treasures. With each clash of their hips, Rarity’s magnificent mounds danced in his vision. His eyes tracked the dusky peaks hungrily before he lunged forward and captured one in his mouth. The Enchantress let out a series of high-pitched squeaks as the dragon’s teeth grazed her silken flesh and his serpentine tongue lashed her hardened bud.

“Stars above~” Rarity slurred as the Champion switched breasts. “I love you, SpiiaaAAEII!”

Her declaration was lost as the mare suddenly reached her peak. The dragon released his hold on her creamy flesh as he felt her convulse around him. After a few moments, Rarity went slack with her lover still deep within her and eager to continue. 

“Set her down.” Moon advised with a casual wave. “Not all of us possess a dragon’s endurance.”

The fallen knight snorted irritably but heeded his Empress’s word and laid the limp Rarity down on her back as he withdrew. The unicorn took the opportunity to catch her breath as the dragon loomed over her possessively. The Enchantress flashed him a heart-melting smile as she ran a hand over his crest and tickled one of his ear fronds.

“Thank you, good Sir Spike.” She cooed sweetly. “I’m ready for more now.”

“Hrmm.” The drake’s expression softened for a moment as his tongue snaked out and caressed her pouty lips.

“Yes~” The changeling matron hissed softly as she drank in the ambient lust and love now permeating the room, her hands ripping open her gown to better access her petal-smooth marehood and aroused tits. “More~”

Rarity gripped the back of the dragon’s neck while her free hand nestled within her own cascading mane. Now certain that his lover was comfortable, the drake slid back into her welcoming depths with a modicum of restraint. The unicorn writhed and moaned as his ridges bumped past her peeking pearl and the very tip of his lance pierced the gate to her inmost chamber. The fallen knight’s growls became ever deeper and rougher as that most pleasurable pressure began to build in his molten core. Suddenly the drake lurched with a pained grunt. The unicorn looked down at their union as his thrusts became slow and shallow. Her eyes widened in awe as even more of the dragon’s pride emerged from his loins in the form of a swollen knot of ruddy flesh.

“By the Moon!” The Enchantress gasped as her lover instinctively thrust forward and sent a shock through her body as the mound slammed into her lips.

“He is close.” Nightmare Moon inferred as she easily rose to her hooves. “You just need to tie the knot.”

“I-it won’t fit!” Rarity stammered as another thrust pushed her along the floor. “I c-can’t take i-it!”

“Oh, you can.” The Empress said slyly as she came up from behind the pair. “He just needs a little push.”

The dragon let out a grunt of surprise as Moon straddled him just above his tail. A damp furnace of heat came to rest at the base of his spine as the Dark Alicorn ran her long fingers along his sides. Her heaving bosom pressed against his shoulder blades, the hardened peaks digging into his scales. The drake instinctively flexed his wings to dismount the Usurper but she held fast with a mocking laugh.

“Hahaha, is that how you treat your benefactor?” The Tyrant teased. “You owe your existence to me now; all of you.”

Nightmare Moon ground her hips against the drake, his ridge of spines sliding in and past her dripping marehood as she egged the beast on. Her voluptuous body belied her unholy strength as the dragon fell flat against the Enchantress, the unicorn’s own prodigious mounds holding him just shy of her muzzle. Rarity let out a pained whimper as the dragon’s swollen member rammed against her. Inch by agonizing inch, the drake slowly parted his lover’s folds. Tears appeared in the former Element Bearer’s eyes as it felt like she was being split in two.

“I-I can’t! Please!” The unicorn cried out. “Spike! I- oh!”

*POP*

With that, the Champion’s hips meshed with the Enchantress’s as he slipped fully into her and breached her most precious chamber. The room froze as the two lovers stared at each other, their surroundings melting away as they were united in a state of paradisiacal intimacy. While they were lost in their shared nirvana, Moon manually restarted their rutting with her thick thighs.

“Come back to us, you two.” The Empress commanded impenitently.

The drake growled as they were rudely returned to reality. Rarity took his focus off their meddling Queen by leaning forward and planting her lips on his snout. She gave him a lustful smile as she hooked her legs around Moon’s and nodded. The Champion rumbled intently as he thrust into his love with renewed vigor. The Usurper timed her own gyrations with the dragon’s in a sensuous symphony of wanton ardor. The spectating Chrysalis abandoned all semblances of rank and decorum as she moved to the front of the trio and sat on a leering jack-o-lantern. Her spindly fingers plunged into her sopping folds as her gravid belly trembled with teaming life.

“Spike~ My dragon, my Champion~” Nightmare Moon whispered lustfully in the drake’s ears. “Claim her. Plant your seed. Give me my little ponies.”

The beast felt himself nearing his limit. The bounty of velvety flesh gliding across his back and chest, the surge of passion washing over his loins and tail and the pleasured moans from all three mares in the room fueled the inferno threatening to break out of his core. Something warm and sweet-smelling suddenly splashed on his nose. The draconic Champion looked up to see the changeling matriarch in the throes of climax, her hands cupped around her buxom chest as honeyed milk gushed from her dusky peaks. The nourishing nectar flowed like alabaster rivers down her maternal mound. The dragon’s mind imagined Rarity in such a state, heavy with her own future generation; their children.

*crack*

The core burst within the dragon as he plunged deep within the unicorn and let out a primal roar of fiery triumph. Chrysalis rolled off her now drenched perch as a conflagration of emerald fire exploded out from the drake. Moon wrapped her arms around her Champion’s chest and bit into his shoulder to muffle her own peak as every fiber of his corrupted being roiled and bucked beneath her. Rarity’s screams harmonized with Spike’s roars as she felt him erupt inside her, his molten seed surging directly into her fecund crucible. The unicorn shuddered as she was filled to and beyond capacity, her lithe stomach swelling with each virile deposit. Eventually, the flames were quelled to flickering sparks and the dragon slowly withdrew from his panting mate. The Enchantress gasped as the still swollen knot pulled free along with a flood of his steaming seed. Her velvety canal reflexively squeezed around his retreating shaft as if begging him to stay but Spike slid free all the same. His still twitching member painted her flanks and thighs a milky white before it was finally spent. The drained drake let out a contented rumble as he nestled his head between Rarity’s bust. The equally spent unicorn lovingly kissed the top of his muzzle as his generous gift settled within her. 

“You have performed far beyond my expectations.” Nightmare Moon gasped as she shakily got to unsteady hooves, her thighs dripping with evidence of her pleasure. “The future of my Equestria is assured.”

“You already look far along, Rarity.” Chrysalis emerged from her cover, a strip of her ruined dress wrapped around her lactating mammaries. “Now will it be a dragon or a unicorn?”

“Most likely a kirin; a hybrid of the two.” The exhausted mother-to-be answered as she rubbed a hand over her warm belly. “Once the tantibus is joined, it may be a new species altogether.”

“Time will tell, my blessed chosen.” A now more composed Empress said as she gazed out a window at her benighted world. “There is still the matter of collecting viable hosts.”

“Ah, yes.” Rarity nodded in agreement. “Spike, darling, do you happen to know where the rest of the Element Bearers are hiding?”

The noble knight turned dark champion glanced up at his love. Somewhere deep in the corners of his mind, the last remnants of his virtue protested against this betrayal. Like an annoying gnat, it was swatted away.

“Yes.” The drake replied as his lips peeled back in an evil smile.
> Strike the Colors
> --------------------------------------------------------------------------

Crystalline spires and pristine parks glistened like the multitude of stars surrounding the pale omnipresent moon. Standing in contrast to the onyx walls and midnight banners emblazed with the crescent of the new regime, the shimmering crystal wing bore the tri-diamond insignia of its architect. With mastery of magics the Northern Tyrant could only dream of, the enchantress fashioned herself a castle within a castle for her and her draconic consort. While rulers of the past may have questioned the audacious, perhaps even ambitious, construction project, the enthroned Goddess of the Moon graciously allowed her subjects to carve their own place within her benighted world. It was within this pellucid palace that the mighty Champion of the Night reclined lazily on his modest yet growing horde of glittering gold, trinkets and other baubles he had amassed while under the Dark Alicorn’s patronage. 

“Wealth, a home, decent meals and restful slumber.” Spike thought as he ran a claw over the pile and scooped up a few appetizing gemstones. “I should have joined sooner; just look at me.”

Such a collection should have marked a sizeable growth spurt for the dragon and while he had noticed a slight accretion of his titanic physique, the fallen knight still fell short of his mountain-hollowing kin. Most would ascribe this deviation of draconic development to his nightmarish hybrid nature. The New Dragon, for his part, placed cause with his newfound value of treasures of the flesh over his juvenile material greed.

“Are you ready, Spikey?” The singsong voice of the crown jewel of his true horde called out from behind a privacy curtain. “This one might be a stunner in more ways than one.”

“Mmhmm.” The Champion rumbled, his tongue not as erudite as his mind, after swallowing his rocky snack.

The curtain parted to reveal the mare once known as Rarity in all her magnificence. The former fashionista still wore her ever-present glaucous tiara and choker with the ruby heartstone. The newest addition to her wardrobe was a nightgown of translucent indigo gauze with silky undergarments of midnight black. Blue diamonds shimmered like stars on her lacy panties and the clasp that bridged the deep valley of her cleavage. Below her chest, the almost ethereal fabric parted around the gentle maternal swell of her belly and fell to her sides. Spike unconsciously vented smoke out of his nostrils as the Enchantress did one last flick of her head to get a rogue strand of her bounteous mane out of her face.

“I take it you approve.” The New Unicorn purred as she did her best runway walk toward her staring lover. “I wanted to be part of the art rather than just the medium.”

“Spike want.” The dragon growled hungrily as he stood only for a block of crystal to thump him in the chest and send him back into his seat. “Ow?”

“Claws off, you insatiable beast!” Rarity scolded playfully as her horn flared. “You’ve shredded enough of my wardrobe already.”

“Tsk.” Spike gave her a toothy grin. “So?”

“Spikey, darling, the whole point of my fashion is to accentuate the natural beauty of they who wear them and add an element of mystery to our salacious trysts.” The midnight unicorn countered smartly. “Also I doubt a living furnace like you has noticed but it is rather chilly.”

“Hrm…” The drake spread his thick arms wide in invitation. “Come here.”

Smiling, Rarity climbed over the draconic Champion and lay against his broad chest. Spike embraced his love firmly yet gently as she warmed herself against him. The mare hummed happily as he lovingly stroked her mane, his burning core flaring in time with his breathing and chasing the chill and ache from her body. The drake’s free claw slowly slid down the arch of her back and came to rest on her generous rear. The dark unicorn giggled as her lover kneaded the supple flesh and then yelped when he gave her stars and diamonds cutie mark a slap.

“Aw, was it too much to hope for a romantic night of cuddling?” Rarity pouted cutely.

“Spike still want.” The dragon smirked. “You, too.”

“You got me there.” The mare admitted as she sat up and straddled his abdomen. “So, what does my favorite barbarian want tonight?”

“Those.” Spike rumbled as he stared intently at her bountiful bosom.

“Only if you use your tongue.” The busty Enchantress ran a finger across his maw.

That was all the confirmation the dragon needed as he moved his claw from her mane to a shoulder and spun her around. Rarity’s world became a blur of colors for a moment before she came to rest before the dragon’s emergent virility. The mighty pillar of flesh twitched and pulsated in the pale moonlight, casting her face in shadow as its heady scent filled her nostrils. Behind her, Spike lifted her gown like a veil and pulled aside her already damp panties to behold her inviting nethers. He clapped both claws on her shapely rump and used his thumbs to spread open her winking lips. The sensation of her most intimate canal being exposed sent a bolt of excitement racing up the mare’s spine as she undid the straining clasp of her top. Her bountiful bosom spilled forth and enveloped the base of her love in their silken valley, leaving the topmost tip for her pleasure.

“I doubt I will ever grow bored of this.” Rarity cooed as she manually jiggled her magnificent mammaries, her aching violet tips peeking out between her slender fingers. “I still dream of our first time.”

“Mmhmhm.” Spike chuckled at the fond memory as he took a deep whiff of her scent. “Forging the kirin… qilin... Junior?”

“We are not calling it ‘Junior’.” The mother-to-be deadpanned. “Stars above, we still haven’t redubbed ourselves.”

“Nightmare Rarity?” The drake ventured as he debated using his claws or just diving straight in.

“Her Majesty has claimed ‘Nightmare’ for herself.” The dark unicorn reminded him. “Ugh, too horny to think about it.”

“Clarity tends to follow climax.” Spike thought as he buried his snout into Rarity’s dripping nethers just as she took his drakehood into her mouth.

The dragon’s serpentine tongue slid easily inside, the dexterous muscle capable of spelling out his lover’s name against her velvety walls. As he dotted Is and crossed Ts, Spike made a conscious effort to not venture too far into the familiar tunnel. While he doubted he could breach her innermost chamber, the thought of anything grabbing his tongue was enough to prevent him from trying. Pushing the horrific notion aside, he refocused on bringing Rarity to her peak before he reached his. It was not some lingering chivalric virtue of ‘ladies first’ as so much as he thoroughly enjoyed feeling her writhing in ecstasy on and around him.

“Plus the noises she makes do something to me.” He thought as he grazed her pearl with his fangs.

“Mmph!” The Enchantress’s muffled yelp signaled he had hit the sweet spot again as she returned the favor with her broad tongue.

The Champion’s pride was a wholly different beast than the stallions she was more familiar with. A tapered tip poked the back of her throat while a series of barbs and ridges ran along and below his length. As expected of something designed to delve into the volcanic depths of a dragoness, it was not as sensitive to her tender touch as the hapless equines of her old life. Another point of comparison was the fact that his life-giving jewels were well within him, safe from harm and pleasure. Truly, to have a dragon as a lover would be a test of one’s skills but the dark unicorn had one advantage over her indomitable dragon: she knew Spike and just what stoked his fires.

“Hmhmhm~” Rarity giggled mischievously around his length as she disregarded any notion of ladylike modesty and started moaning and squirming unashamedly. “Mmmph…Hmp!”

It took a little longer than she expected but with a muted grunt, the swollen knot emerged from his loins. Spike’s breathing became harsh and rapid as he instinctively thrust his hips, forcing himself down his lady’s throat as he felt the heat in his core about to burst. The Enchantress’ moans shot up an octave as he pulled his own ploy by spelling out her name in cursive again but with a slight variation.

“V..A..N..I..T..and Y!” The Champion decided to dub the benighted unicorn himself and was rewarded with a flood of her intoxicating love. “Figured that would do it.”

Vanity’s once exaggerated cries became wholly genuine as her body convulsed atop her lover. With such sweet music ringing in his ears, the dragon’s resolve quickly vanished as he felt a surge of scorching heat in his loins. Remembering at the last possible second to mind his aim, the Champion pulled free of the dark unicorn’s depths and roared his victory to the skies in a display of smoke and fire.

“Mmph! MMPH!! Uuurgh~” The Enchantress nearly gagged as a torrent of the dragon’s scorching seed flooded her mouth almost instantly.

Still half-dazed from her own climax, Vanity released her love with a wet pop and let his love shower her. From the tip of her horn to the peaks of her breasts, the midnight mare was painted an off-white the audibly steamed in the cool air. Spike finally dosed his flames and fell back against his horde with a thud, his deluge slowing to a trickle before he was spent.

“Starz uhbov~” Vanity warbled dumbly as her overstimulated senses threatened to knock her out.

“Easy...” The dragon guided the ditzy mare onto her side to avoid putting weight on her gravid belly. “Hm, warm now?”

“Yeah~” The unicorn sighed as she gathered up some with a finger and sucked it clean. “Mmm~”

“More?” Spike asked as he busied a claw in her flowing tail but the mare was too spacy to give a clear answer. “Hrm… huh…”

The Champion’s sweet romantic nothings died on his tongue as the post-coital bliss was replaced with clarity. His gaze slowly shifted from his currently over the moon lover to his drakehood. Rather than going dormant and retreating back within his loins, the gradient length of muscle still stood as a pillar to something that had long haunted the New Dragon’s mind; unsatisfaction. It was not that Vanity was a poor lover, far from it in fact but something was off. Sending females into a storm of ecstasy with his skills and sheer size was only the tip of the proverbial iceberg that was his lurid passions. It may have been some primal instinct exacerbated by the tantibus he was bonded with or some long-ignored kink he had but what the drake truly desired was currently forbidden by the nature of his pregnant mate.

“She can’t get more knocked up and I can’t go all out without hurting something.” Spike blew smoke out his nose in frustration. “And as good as she is with her mouth, it is hard to top good old fashion vanilla rutting.”

The dragon growled slightly as he reached the same conclusion he had when the conundrum first presented itself. As Empress Moon had planned and Vanity even agreed with, his horde needed to expand. A harem like the kings of old was needed but the prime candidates were frustratingly elusive. Even with the Hive Queen’s agents spread throughout the corrupted land, the Heroines of Equestria continued to evade capture and undermine the Lunar Empire with their mere existence.

“Knowing which hideouts they use only got us so far.” The fallen knight mentally lamented. “They keep on the move and there are probably entire networks Sparkle, paranoid philomath that she is, didn’t even tell ME, her so-called number one assistant, about.”

“Wow, I can feel the heat of that from here.” A new voice cut through his increasingly enraged thoughts. "And the smell."

Both dragon and unicorn looked up to find a figure darkening the doorway. A thestral, charcoal of coat and plum of mane, invited herself in once she had their attention. A single fang appeared with her crooked smile as Spike unabashedly looked her over. Like most bat-ponies, she was lithe of build with fiendish claws and predatory golden eyes. Unlike most of her kin, their visitor eschewed the armor of the legions in favor of a business suit and skirt that gave her the air of a secretary. Given how the top three buttons of her shirt were struggling to contain her impressive bust, the Champion inferred that the suit was not originally hers.

“Biggest I could find.” The bat-mare must have read his expression as one of the buttons gave up and embedded itself in the far wall. “I pity those poor petite ponies that used to slave away here.”

“Give me your measurements later and I can throw together something that will let you breathe without gasping.” Vanity said lazily. “First, could you be a dear and fetch us some towels from over there? I don’t have a mind for magic right now.”

“I live to serve.” The thestral complied as she retrieved the requested towels. “It is a pleasure to finally meet you two.”

“Mmhmm.” Spike nodded in thanks as he cleaned himself and the love-drunk unicorn. “Name?”

“Nightshade.” She answered with a small bow. “I have the honor of being Empress Moon’s first dapifer…a steward.”

“Night Shade…” The dragon searched his memories of where he might have heard of her before but to no avail. “Flower or shadow?”

“Deadly.” Nightshade flashed the lone fang again. “Now, as much as I enjoyed watching you give Rarity-“

“Ah, it’s Vanity now.” The dark unicorn corrected. “Time will tell if it catches on.”   

“…give Vanity a facial, I have some exciting news.” The thestral resumed. “You remember Rainbow Dash?”

“Loyal. Ace. Arrogant.” Spike nodded as he slid off his horde. “And?”

“One of the bugs managed to replace a member of her little band of pegasi malconents.” Nightshade explained. “They finally got a chance to call in; she will be making a run to Cloudsdale soon.”

“Duty calls, Spikey.” Vanity smiled as she returned to her sense and sat up. “Smack her once for me; I still remember the train incident.”

“Hrmm.” The Champion rumbled as he kissed her just below her horn and rubbed her gravid belly in farewell. “Be back soon.”

With that, Spike followed Nightshade out of the crystalline lounge. As the dark unicorn turned her attention back to matters of fashion, the dark drake was given more details by his new acquaintance. The prismatic pegasus had previously made sporadic appearances hitting imperial facilities before disappearing for weeks on end only to reappear on the other side of the continent. The legion crackdown following Spike’s ascension had put a hiatus on Dash’s exploits but lately, she and a small group of other pegasi had been spotted in Cloudsdale airspace. 

“Damn thing is about to fall out of the sky so I have no idea what they’re doing there.” Nightshade scoffed as they exited the crystal wing of the palace. “But this might be our best chance to capture her.”

“The other pegasi...” Spike said thoughtfully. “Them?”

“Just some ex-weather teams, guards and other expendables.” The bat-mare waved a dismissive hand. “Not Fluttershy, if that is what you’re asking.”

“Hrm.” The dragon grunted in disappointment. “My forces?”

“Her Excellency has selected some of her fastest Umbrals to accompany you.” Nightshade said they came to a staging area for the nocturnal legions. “As you are her Champion, they will obey.”

“Letting me use the real heavy hitters.” The dragon mused. “About time.”  

“Best of luck on your mission, mighty Champion.” Nightshade said as she turned to leave. “I look forward to working with you… very closely.”

The shapely thestral departed with another fanged smirk and a noticeable sway in her hips. Spike enjoyed the sight until she disappeared around a corner.

“Cute bat.” He muttered. “Maybe...”

After cracking his neck and rolling his shoulders to psych himself up, the Champion pushed open the doors with an echoing boom. As Nightshade had said, a small team of predatory thestrals stood at the ready, their slitted eyes and long fangs gleaming in the dim light. They offered crisp salutes as Spike stomped past them toward a team of attentive servants tending to his personal armaments.

“LEGIONS!” The dragon roared. “TO THE HUNT!”

“SKREE!!” The bloodthirsty legionnaires shrieked in anticipation of the hunt to come and the feast to follow.





Floating like a ghostly specter over the untamed Everfree, the ruins of Cloudsdale were but a shadow of the mighty pegasus polis it once was. The center of Equestrian weather control had suffered greatly during the Long Winter. Ill maintained and left to freeze, entire districts had fallen to earth in piles of ice and snow while others remained in mid-air creating a snap-shot of a city in collapse. At the core of the polis was the complex that housed the eclectic machines of the weather factory. With the structure in the process of freezing over and its characteristic rainbow falls long dormant, the facility appeared lifeless and bereft of any value.

“Let’s try to keep it that way.” Rainbow Dash thought as her team of pegasi made their way through the quiet halls. “We’re almost done here; don’t trip at the finish line.”

For the past several months, the prismatic speedster had made several trips to her old home alongside a group of other displaced citizens. Initially, they were there for scouting, supplies and recovery of anything that was better off in their hands. That changed when Twilight Sparkle, the Last Princess of Equestria, discovered something in her studies and tasked Dash with her current mission. When asked what the end goal was, Sparkle had shut her out citing the need for secrecy with imperial spies potentially everywhere. Thus the former stuntpony had suited up in her old Wonderbolts uniform turned armored flight suit, gathered up her colleagues and set out on what she hoped would not be a wild goose chase.

“I get it but, come on, she can trust me.” Dash thought incredulously. “Twi been lost in her books for so long, she’s falling back into bad habits. I guess it was Spike’s job to pull her up for air.”

At the thought of the lost dragon, the former stuntmare felt a pang of guilt. The brave fool had charged into the heart of evil alone to rescue his fair maiden and never returned. She had attempted to follow after him but lost his trail in the deep shadow of Canterlot. The Equestrians could only assume the worst but Dash liked to think that Spike had somehow rescued Rarity and carried her off to parts unknown. She made a mental note to kick both their asses for going on vacation without her if they ever met again.

“We’re here, Dash.” An ex-weather stallion laden with various tools cut through her thoughts as they came to a partially frozen door. “Now what?”

“If the inventory was up to date, what we need is inside.” The prismatic mare explained. “Can you get that open, Sky Cutter?”

“I’d have to change my name if I couldn’t but what exactly are we after?” The stallion asked as he retrieved some tools. “It feels like we’ve been on a snipe hunt.”

“You’d have to ask Twilight.” Dash shrugged. “All she told me was that it’s important.”

“Let’s see… ‘Central Distribution’.” A blonde former mailmare with peculiar eyes read the sign above the door aloud. “Hmm, has anypony worked in that area?”

“I used to run the warehouse of a weather outpost out west.” An apparent former forestallion with the sedentary physique to match answered. “Maybe I can find out what happened to my order of air filters.”     

“We’re about to find out.” Cutter grunted. “Uhf! Can one of you golden boys lend me a hand?”

One of the two ex-Solar Guards lent his might and bulk to the breacher with near-instant results. With a dull crack, the door broke free and fell inward. Beyond was a darkened warehouse full of rows upon rows of various containers. The team quietly filed in, alert to any sign of danger or discovery. Once they confirmed they were still alone, they entered what appeared to be an office in order to narrow down their search.

“Okay, we’re looking for numbers one-dash-oh-seven through one-dash-eleven.” Dash said as she found a manifest but could not make sense of it. “Ah, hell. You take this one, warehouse guy.”

“Didn’t teach you how to navigate red tape at the academy, eh?” The husky stallion jested as he took the papers and flipped through them. “Here they are. FRA/HAZ No. fifty-one, outbound to Crystal Empire… oh, oof.”

“That explains why it’s still here.” Cutter winced. “What’s frahaz? A sauce?”

“Fragile and/or hazardous.” The ex-forestallion explained. “For us, it just means they’re in a special container… just down that alley.”

“Lucky us.” Dash smirked as she set off in the indicated direction. “You two guard the entrance. Big guy, you keep looking through that for anything else good. Cutter and Derpy are with me.” 

The group divided into their respective squads and moved deeper into the cavernous warehouse. As the office worker had said, their target was a specially marked container of reinforced metal and heavy locks. The weather stallion already had his tools out and working on the bolts while Dash mulled over the best way to move their goods. Committing her entire team to carry the whole pod would be the simple solution but would make them a nice, slow, undefended target for any patrolling lunar imperials.

“First things first, let’s see what we’re dealing with.” The prismatic mare decided. “We could just fill our pockets.”

“The warning signs on this box are making me nervous.” Cutter half-laughed as he sawed through the last lock. “Like we should be wearing those weird plague suits.”

“Most of those are there ‘cuz of regulations.” The smoky grey mare said knowingly. “More to ward off lawyers than anything but I guess you can never be too careful.”  

“Well, if they stuffed some gribbly from the Void in here, you’ll have to deal with it.” The skittish stallion said as he began yanking the heavy doors open. “So what is behind door number one?”

“Light?” Derpy shielded her askew eyes as the gloom of the warehouse was suddenly chased away. “Sweet Celestia! Sunlight!”

Packed away like wine bottles were jars containing brilliant glowing orbs; the captured fragments of radiant Celestia’s day. The tiny suns were a vital component in producing the rainbows that adorned pegasi poleis as well as burning away fog and even a form of disinfectant. Now, in this realm of Eternal Night, they were more precious than gold.

“No wonder Twi was all hush-hush about this.” Dash whispered in awe. “These things are a giant glowing middle finger to the night bitch.”

“Shiny~” The stallion gaped as if entranced by the precious light before shaking his head. “Sorry, it’s been so long since I’ve seen natural light.”

“They’re beautiful.” The grey mare smiled broadly. “But how are we going to move it?”

“Good question.” The cerulean pegasus rubbed her chin in thought. “Think on it while I get the others; this is big.”

The speedster quickly flew back to the rest of her team who nearly jumped her when she touched down. She quickly explained their solar cargo and fished for ideas on how to move it. They were going with tag-teaming each crate and simply flying out when the ex-forestallion spoke up again.

“There should be a cargo blimp in Hangar B.” He said unsurely. “It’s no zeppelin but we only need the five crates, right?”

“That’s a big, slow target though.” A former guard frowned. “Would it be better to make multiple trips; take one at a time while the rest of us provide cover?”

“The blimp only needs one to fly.” Her counterpart argued. “I think it would be better to get it all in one go than risking a patrol finding us during a return trip.”

“Plus we could use some airships.” Dash decided. “We’ll go with your plan, tons of fun. Find some dollies and tarps. The light will definitely attract attention.”

With a plan in place, the team regrouped with the other two who had already unloaded some of the boxes. They set about securing the jars to the dollies and covering them with packing blankets and tarps. Before they set out, the lock-breaker called Dash’s attention back to the container.

“There’s some lightning in there too.” He indicated the various jars in the back. “Fork, bolt and even some sheet.”

“What the heck did the Crystal Empire need that for?” Derpy asked. “The sunlight I get; glittering crystals and all.”

“Maybe ol’ Armor heard of thundersnow and wanted to try it.” The guardstallion suggested with a wry smirk. “Damn, I miss him.”

“We all do.” Dash concurred. “Do we have space for some lightning in a bottle?”

“Just one.” Forestallion answered. “Any more and we risk over encumbering the blimp.”

That was all the former stuntpony needed to hear as she hoisted one of the iridescent boxes onto her shoulder. Her team gave her plenty of space as she searched for the center of gravity but after some shifting, she found her balance. Their loot secure, the pegasi made off for their egress.

“Whew, should have had Twi slap some wings on Applejack to come with us.” Dash panted as they hustled through the halls. “Heavier than it looks.”

“All that wood and glass adds up.” Cutter puffed as he pushed a bulky dolly along. “Why isn’t the hangar right beside the main warehouse?”

“It was until Cloudsdale expanded and added more facilities.” Derpy answered smartly. “Gotta love urban planning.”

“Honestly, putting all the important stuff in one place is risky.” The guardsmare commented before she noticed one of their number lagging. “Running out of steam there, tank?”

“I’m more of a sprinter than a marathon runner.” The office clerk wheezed as he nonetheless pushed himself to keep up. “Very dangerous over short distances.”

“Remember to pace yourself.” The guardstallion encouraged. “No need to go all out right at… did anypony else hear that?”

The Equestrian’s fell silent as just as they came to an enclosed sky bridge connecting the complex to a hangar. At first there was nothing but the mournful howling of the wind and the cold creaking of Cloudsdale’s ongoing collapse. Then, faintly at first but growing alarmingly louder, came the blood-chilling sound of leathery wings in flight. The group dropped down and got away from the windows as the flight of thestrals passed above and below them with one landing atop the bridge for a few harrowing moments before it took off again. Just as the noise was starting to fade, it was drowned out by the slow beat of mighty wings. The entire sky bridge shook and buckled as something massive flew by after the bat-ponies, the stench of ash and smoke lingering in its wake.

“What in name of Cadenza’s milky tits was that?” The guardsmare asked once they were in the clear. “Some mega-vampire?”

“I don’t want to find out.” Dash grunted as she stood back up. “Double time it!”

With the fear of being hunted lingering in their minds, the team all but sprinted the final length to the hangar. They entered to find it deserted save for a few maintenance tools and the aircraft itself still attached to its moorings. While the ship still appeared airworthy, it was not quite what the forestallion had led them to believe.

“What a piece of junk!” Cutter observed as the well-used dirigible seemed held together with paperclips, rubber bands and prayers.

“She may not look like much but she’s got it where it counts.” Derpy said confidently as she looked over the old blimp. “Fast and tough; the post office used similar models for long hauls.”

“Sounds like you just volunteered to fly it, bubble butt.” The stuntmare said as she pushed the mailmare toward the airship. “Let’s load up.”

The bright-eyed pegasus climbed aboard and familiarized herself with the controls while Dash, Cutter and the forestallion loaded their precious cargo. Meanwhile, the two guards searched for a way to open the large hangar doors that were partially coated in ice.

“You sure having her at the helm is a good idea?” The hefty clerk asked as he tied down the crates. “She does have a reputation…”

“It may not be a smooth ride but I trust her to get it there.” Dash said with a sideways glance at their notoriously ditzy pilot. “Still might want to add some extra padding just in case.”

“Hey, Cutter!” One of the guards called out. “We need your skills over here!”

“Just a minute!” The specialist replied as he slid a crate home. “Be right there!”

After Dash took over his tasks, Sky Cutter made the quick flight to the guards at the seam of the great doors. He could already tell the winter chill had damaged the system of pulleys and weights that would have opened the way, leaving old-fashioned muscle as the only recourse.

“We have the manually open these but the release is jammed.” The guardsmare pointed to the irksome lever. “Work your magic.”

“What would you guys do without me?” Cutter smirked as he retrieved his tools and set to work. “So, were those thestrals just passing through?”

“Seems like it.” The other guard shrugged. “We’ve been pretty good about maintaining stealth; no lights, quick trips, small teams and such.”

“Of course, we are about to break all those rules.” The mare pointed out. “I guess this will be our last visit to Cloudsdale for a while so might as well go all out.”

“Just as- *grunt* -well.” The ex-weather pony strained as he tried to force a latch. “Damn polis is about to- *fucking* -drop out of the air.”

“Gonna take a long time to rebuild.” The guardstallion sighed wistfully. “Maybe with these, we’ll get a chance to.”

“Gotta get ‘em to Sparkle first!” Cutter was nearly red in the face as he put his weight behind a bar. “Shit, it won’t catch. Can one of you yank on the other door?”

“Allow me.” A voice barely above a savage growl rumbled from the outside.

The opposing door shuddered and buckled inward as something slammed into it, putting a massive dent right at the seam. A set of claws found purchase and crumpled the metal doors like paper, allowing a hulking beast to shoulder its way in. Cutter, still arms deep in the mechanism, barely had time to scream as the monster seized him by his neck and hoisted him into the air as if he weighed nothing. Eyes wide in mortal terror, he came muzzle to snout with a nightmarish visage of teal slitted eyes boring into him from behind a dark metal helm. The predatory eyes narrowed and a deep growl reverberated from within the armored giant as if it was displeased. Then it squeezed.

*Crunch!*

Sky Cutter’s neck snapped in two like a twig, his body going limp while his mouth hung open in a voiceless scream. With a contemptuous snort, the brute tossed the corpse aside and opened the remaining door with a near-effortless push. The monster was joined by a flight of snarling Umbral thestrals, their talons digging impatiently into the floor while spittle dripped from their bared fangs. Too late to save their colleague, the two guards shot away the moment the beast’s gaze fell on them.

“We got company!” The guardsmare shouted ahead to the remaining pegasi who had only just started up the blimp’s engines. “Get that thing in the air!”

“Where’s Cutter?” The forestallion asked just as he noticed the imperials silhouetted by the baleful moonlight. “Oh no.”

“Nothing we can do for him!” The guardstallion said in a near panic. “We need to go now!”

Dash narrowed her eyes as the vampires and their massive leader stalked toward them, clearly confident that they had them cornered. Beyond them was open air and their only avenue of escape. Seeing no other option, the prismatic pegasus went to the extra crate and retrieved a jar of angry-looking fork lightning. With her free hand, she lifted the open box back onto her shoulder and walked out to meet the imperials.

“Dash!” Derpy called out from the cockpit. “What are you doing?”

“Buying you all time.” Dash answered, her expression serious. “Don’t worry about me, just get out of here.”

The blonde pegasus made to argue but merely nodded as her fellows worked to free the ship’s moorings. Halfway between the approaching horrors and her team, the cerulean mare dropped the crate and spilled its volatile contents across the floor. She then pulled up the cowl of her tried and true uniform and secured its goggles.

“Showtime, bitches.” Dash thought as she hefted the last jar. “Let’s see how you measure up against Equestria’s best.”

“Dash.” The leader rumbled deeply as he signaled his minions to halt. “In old colors?”

“Worn with pride, ugly.” The pegasus spat as she hefted the jar of forked lightning. “You know what this is?”

“Lightning.” The beast answered wryly. “Pegasi science.”

“Then you know what would happen if I drop it.” Dash held the potential bomb over the pile at her hooves. “Enough juice to light up Manehatten or at least fry a bunch of freaks wearing metal armor.”

“And yourself.” One of the Umbrals hissed. “She’s bluffing.”

“These old colors were designed to tank lightning strikes.” The loyal stuntmare shot the vampire a glare. “But maybe I am bluffing. Who wants to find out?”

A silent standoff ensued. In truth, Dash was half bluffing. The jars did indeed pack a punch but she was unsure of the lethality given her firsthand experience merely stunned her. Still, she doubted the imperials knew any better and even brief incapacitation would give Derpy the window she needed. The Bearer of Loyalty chanced a look behind her to see that the blimp was airborne with the guards handing off the sides.

“A good team.” Dash thought proudly. “Now for the last play of the game.”

The sound of a heavy step snapped her attention back to the Umbrals. Their leader froze midstride as he locked eyes with the lone mare, glowing teal against hard cerise. The brute let out a low, thoughtful rumble as smoke billowed out from under his helm.

“Hrmm.” He grunted as a pair of draconic wings unfurled from his back. “Bet.”

“A dragon?!” Dash thought as the wall of armored muscle roared toward her like a shot from a cannon.

The prismatic pegasus reflexively let the jar slip from her fingers but rather than make a grab for it, the brute tackled her off her hooves. The mare felt the wind get knocked out of her as stars filled her vision. Seeing their leader charge, the thestrals took flight just as the bottle shattered.

*KRAK-BOOM!*

A blinding flash followed by a thunderous crash filled the hangar. The helpless thestral were flung against the wall and ceiling, electricity arching across their bodies as they howled in pain. The blimp motors sputtered to life and lurched forward as Derpy saw her opportunity. Bouncing off the wall once and scraping across the floor, the former mailmare managed to aim not only for open space but also for the imperiled Dash. With his focus on his prey pinned beneath him, the dragon failed to notice the approaching ship until it slammed into him and carried him off the pegasus. He was stunned for a brief moment before he sank his claws into the fuselage and dug his feet into the floor. Twin grooves were carved into the hangar as the beast actually stalled the blimp and held it in place even with its engines roaring in protest.

“Shit!” The stuntpony swore as tongues of flame escaped from beneath the dragon’s helm. “FUCK!”

Before the crew and cargo were incinerated, Dash scrambled to her hooves and sprinted toward the monster. She then dropped into a slid to get beneath the ship and aimed a kick at his knee. Hoof connected with metal with a solid clang, forcing the knee to bend. With the dragon off balance, the blimp plowed over him and dragged him along the floor. Sparks and fire flew out like the tail of a comet as the dragon was ground into the floor until his claws finally tore free, leaving jagged scars in the thin metal. Free of the cling on, the dirigible sailed over the recovering thestrals and past the open doors but not before Derpy somehow managed to bump the roof one last time.

“Pretty fancy flying, bright eyes.” Dash smiled as her team reached open air with the guards slapping out the lingering flames. “Now it’s just me and the… oh, come on!”

What would have been certain death for any other creature did not hold true for the dragon as he sat up. His armor was mangled and glowing hot in some places but the beast himself was merely annoyed. To complicate matters, the Umbrals had shaken off the effects of the lightning bomb and while some still twitched randomly they shared their leader’s displeasure.

“Mine!” The hulking brute rumbled as he got to his feet and locked eyes on the lone pegasus.

“Then leave the rest to us.” A vampire sneered as she took the air and flew after the retreating blimp along with her bloodthirsty cohorts.

“Hope you still have some tricks, Derpy.” Dash thought as she noticed that a wild storm was probably their best chance. “I gotta use what I got here.”

“Should have kept them here.” The pegasus sniffed as she squared up. “Then it might have been an even fight.”

“Hmhmhm.” The dragon let out a rumbling chuckle as he cracked his neck. “Let’s go.”

The beast rushed her again with a flap of his powerful wings but Dash was ready this time. She sidestepped the charge and aimed a blow at the fresh gaps in his armor. Unfortunately, punching dragon scales proved to be about as effective as dropping a blimp on them.

“Gah!” The stuntpony recoiled as her hand throbbed in pain. “Damn it!”

“Weak!” The brute roared scornfully as he took a swipe at her. 

“How about this?” Dash ducked a backhand and tried a kick only for him to catch her hoof in a claw.

“Too slow.” He leered sardonically as he grabbed the front of her armor his free claw and lifted her up. “Yeet!”

Dash was tossed into and then through the partially frozen cloud wall. She felt the chill of open air for a brief moment before her back met another, slightly more forgiving wall. Formed stratus gave way and the pegasus tumbled back inside. She came to rest on her back staring up at the ceiling of the sky bridge, her vision swimming.

“Gonna feel that for a while.” Dash shook the daze from her mind and struggled to her hooves. “Starting to think running might be a good idea.”

After popping a dislocated shoulder back into place, the speedster barely had time to ascertain a means of escape when the far end of the sky bridge exploded in dragon fire. The structure shook precariously as the giant charged through the flames toward her. Feigning like she was going to slide between his legs, Dash instead leapfrogged over him with the aid of her wings and landed hard on his tail. The length of muscle caught and jerked the beast’s legs out from under him, planting him square on his rear. The speedster followed through with a high kick to the back of his skull. Her hoof struck home with a solid clang, causing the dragon the roar in pain as his helm rang like a church bell.

“That’s more like it!” The prismatic pegasus smirked as she mantled up onto her stunned foe. “Always go for the head.”

She kicked off his shoulders, knocking him onto his back as she took to the air. The pegasus nearly made it to the exit into the rest of the complex and possibly escape when the sky bridge suddenly shifted. Poor maintenance, freezing winds and the most recent damage finally caught up with the ailing structure as the hangar connection broke free. The other end bent like a hinge, causing the ceiling to swat Dash down as the hall went vertical. The speedster struggled to right herself until she fell right into the awaiting dragon who had braced himself by digging his taloned feet into the floor. His iron-hard arms wrapped around the cerulean mare in a loveless embrace, pinning both her wings and arms and crushing the air from her lungs.

“Going down.” The monster snarled as the entire bridge fell in a shower of ice.

Time seemed to slow as Dash felt the weightless vertigo of freefall. Fearing what the sudden stop would do from this height, she struggled against the grip of the dragon to at least get her wings free. In desperation, she beat her fists ineffectually against the beast’s head until she swung up at his chin and caught the helm, knocking it loose and exposing his thick neck.

“Gack!” The brute gagged as the mare drove an elbow into his windpipe, weakening his hold enough for her to bring a hoof up and plant it on his chest.

“Get off!” Dash used the leverage to wrench herself free while connecting her other hoof with his chin in a flip kick.

The mare flared her wings just as the bridge collided with one of the lower floating buildings. Ice, snow, cloud and smoke overwhelmed the two as they smashed through the roof and into the derelict structure. Dash lay still where she landed for a moment before slowly, painfully dragging herself up out of a pile of wintry clouds.

“Definitely broke something.” She winced as fresh pain shot through her battered frame. “A few ribs… maybe a leg…shit, and a wing.”

The speedster groaned as she saw one of her precious wings was bent at an odd angle and both were short a few feathers. She was not completely grounded but even the most basic of flying would be a challenge. Thankful that her armor had taken the brunt of the damage and that the cold was numbing most of the pain, the stuntpony hobbled toward something sturdy to lean on while clutching her midsection.

“Now where…” Dash removed her now cracked goggles and looked around to see she was surrounded by the intricate instruments and delicate apparatus of a specific laboratory. “… huh, the Winter Labs. Maybe I can whip up a snow cloud to float away on.”

She limped forward looking for something to use when she kicked something hard. Turning it over with her good hoof, she discovered the dragon’s helm crumpled like a can. Dash snorted and hocked a loogie at it, ignoring that it was flecked with blood.

“Stupid meathead.” The pegasus grunted. “Where did the bitch get a dragon anyway?”

“Think, Dashie.” The Champion’s unobstructed voice sent a wave of unwelcomed familiarity down her spine.

Rubble shifted as the dragon dug himself free, a bit winded but otherwise intact as he popped an arm back into place and rolled his shoulders to loosen some aches. Dash stared up at the helmetless brute in shock. There was no mistaking the identity of this tyrian and gold-scaled drake with emerald fronds and spines.

“Spike?!” The prismatic pegasus could hardly believe her eyes. “Sweet Celestia! What have they done to you?!”

“A gift.” Spike gave her a predatory grin as he cornered the injured mare. “A blessing.”

“No! A curs-!” Rainbow Dash did not get to finish as the dragon grabbed her head and spiked it into the floor. “Uugggh~”

The pegasus’ groan of pain trailed off into silence as she slipped into gentle oblivion. The New Dragon held her there for a moment in case she was faking but stood back up once he was certain she was out cold. Out of some primal sense of pride, he threw his head back and proclaimed his victory over a Heroine of Equestria with a grand display of fire and a thunderous roar.

“Damn, that felt good. Not flawless but the challenge is what makes it fun.” Spike came down from his high and looked over the prone pony. “Now how would Moon want her present delivered?”

He looked around the lab for something he could use as a bind or tie. His gaze eventually came to one of the huge glass tanks that once contained purified water to make snow. A wolfish smile crossed his features as he approached the oversized jar.

“Well, if they can capture lightning in a bottle…” He mused as he ripped the tank free of its housing.





At the pinnacle of the Canterlot palace were the private quarters of the Royal Sisters. Given the nature of the new regime, iconoclasts had been particularly thorough in the destruction of all traces of the Accursed Sun and Pathetic Weakling. Afterward, it was a relatively simple matter to remodel the upper chambers to better suit the new owner’s tastes. It was within one of the colonnades that offered a panoramic vista of the nocturnal land that Nightmare Moon, Empress of Equestria and Goddess of Eternal Night, reflected on all her terrible yet wondrous works.

“A dark, cold and gentle world.” The Dark Alicorn smiled as she surveyed her quiet realm. “All that it lacks are a people to call it home.”

Her greatest endeavor to fuse worthy mortals with the mighty yet ephemeral tantibi had been successful in execution but limited in scope. Thus far the only members of her New Populace were the dragon, unicorn and, potentially, their child. A promising start to be sure and it showed that they did not have to be limited to equines but more males and females were required. Moon already had a number of the latter in mind to join her burgeoning empire but the former were lacking.

“Chrysalis’ toy and the apple laborer’s mute are likely candidates.” The Eternal Empress muttered to herself. “Perhaps the lesser forms of tantibi could be coaxed into the more common rabble; expand our options a bit in all aspects.”

At the thought of the sterner sex, her mind drifted toward her own desires. While she fully intended to rule forever, that did not preclude starting a Royal Family of her own. The idea of bearing and raising a little prince or princess of the night alongside a strong, dutiful mate warmed the cold, lonely cockles of her dark heart. Unfortunately, her familial fantasies were currently just that as she was a mare of exacting standards and refined tastes. Some stallions at court had approached her both before and after her usurpation but she had no interest in their foolish ambitions for a weak princess or their spineless groveling before a goddess. The dark and daring thestrals were far more to the Dark Alicorn’s liking and many a Night-Captain had even known her former self’s tender embrace. The risk of turning to vicious Umbrals, however, coupled with their sycophancy made them better minions than partners. Moon let out a vexed sigh as her gaze lingered over a certain tenebrous area of the Everfree that even the colossal roaming tantibi avoided.

“Nothing but silence from him since my conquest.” She muttered as she absently played with a lock of her ethereal mane. “What are you up to now?”

“Shall I call upon our spies, your majesty?” A voice broke the Empress out of her introspection.

The Goddess of the Night turned to find her new steward standing a short distance away. Nightshade dutifully bowed once her mistress’s attention was on her. Moon smirked at the show of fealty and bid the thestral to approach.

“You need not concern yourself with matters of the divine, Nightshade.” The Dark Alicorn said genuinely. “Ah, I see you have a new uniform.”

“Courtesy of your Enchantress.” The bat-mare did a model spin to show off Vanity’s handiwork which largely consisted of adjusting the suit to better fit her voluptuous figure, adding crimson tights and replacing the doomed shirt with a matching sweater. “She wanted to let you know that she has several designs ready and to stop by whenever you got the time.”

“Excellent.” Moon nodded, she having reached the same conclusion as Rarity in regards to accentuating the beauty of the wearer and dealing with the cold. “At the very least she could winterize my panoply.”

“She has been in talks with the armorsmiths.” Nightshade added as did a quick once-over of her mistress’s cobalt apparel. “Something about a breastplate stretcher… Oh! I also have good news, your highness.”

“Pray tell.” The Dark Alicorn could practically feel the excitement of her minion.

“Your Champion has returned from his expedition to the ruins of Cloudsdale.” The thestral’s fanged grin made an appearance. “He has captured Rainbow Dash.”

“You should have opened with that.” Moon matched her fiendish grin. “Where are they now?”

“The main courtyard.” Nightshade pointed in the relevant direction.

“Tell me the rest on the way.” The Empress said as she flared her wings and took to the air. “Come!”

As the two flew into the skies above Canterlot, the thestral surmised what had transpired at the weather factory. The Equestrians led by Rainbow Dash were attempting to collect something from the facility when Spike and his Umbrals intercepted them. The Champion confronted the Pegasus while her companions fled in a blimp with the legionnaires in pursuit. They claimed the former guards of Equestria flying escort but the wily pilot of the ship attempted to evade them by flying into a rogue storm. The ill-equipped Umbrals were forced to break off and comb the area to pick up the trail. They eventually discovered the wreckage of the craft in the Everfree, either a victim of a lightning strike or sabotage by the changeling embedded among them. The shapeshifter perished in the crash with no sign of the remaining pegasus or their ill-gotten goods. The trail now cold, the Umbral regrouped with a victorious Spike and returned home.

“We don’t know what they were after other than it was related to weather production.” Nightshade finished. “Raw materials and such.”

“Hmm, troubling.” Moon frowned as the courtyard came into view. “Perhaps the prisoner will tell us more… once we’ve adjusted her loyalties.”

“I’ve already had staff bring out the necessary equipment.” The thestral said as they came in for a landing. “And with your permission, your highness, I would like to watch.”

Something about her tone told the Empress that the bat-mare was not looking to satisfy scientific curiosity. Dismissing the idea as harmless, Moon and Nightshade alighted within the courtyard where the attentive thestrals and palace staff knelt before their mistress. Spike opted to simply bow to his liege with a proud smile on his face.

“Hail.” He rumbled as he straightened up and noticed the Dark Alicorn’s armored attire. “A battle?”

“Only against cloying vulgarity.” Moon said wryly. “And what of you?”

“Airship.” The Champion looked down at his battered armor and shrugged. “A draw.”

“He did get a swell consolation prize.” One of the Umbrals added with a toothy grin. “Behold.”

The hulking drake turned to indicate the glass container holding a despondent Rainbow Dash. The speedster had at some point come to and attempted to break out to no avail as her freshly bruised knuckles and the smears of blood on the glass indicated. Spike leaned over and tapped the jar with a claw to rouse her. The cerulean pegasus slowly lifted her head and looked up at her audience. Her face hardened into a furious scowl as she glared daggers at Moon who began circling her prison. The Usurper took note of her wing and leg bound in a crude cast fashioned from scraps of her armor. They were normally serious injuries but nothing that would interfere with what was to come.

“Rainbow Dash, Bearer of Loyalty and Ace Flier.” Moon came back around to the front and folded her arms beneath her breastplate. “Welcome to my domain.”

“Fuck you.” Dash snarled as she saluted the despot with one finger.

“There will be plenty of that later.” The Alicorn glanced at the dragon who was busy appreciating her steward's new wardrobe. “For now, I am certain you are wondering why you are here.”

“Not really.” The prismatic speedster rolled her eyes and slumped against the tank. “Just skip the villain speech and get it over with.”

“Hmm, you are absolutely right.” The Empress considered it for a moment and agreed. “Why tell when I can show?”

“Oh, so I get the whole presentation and she skips to application.” Spike thought incredulously. 

Satisfied with the arrangements, Moon ordered her minions to move away from the prisoner as a tense hush fell over the courtyard. The Alicorn’s horn ignited in a malignant glow as she peered into a world beyond waking eyes. All around the now alert and on guard Dash, the air shimmered with ghostly images that faded in and out of focus.

“Hrm...?” The Champion rumbled in confusion as he traced a pattern across his broad chest.

“That was a, how to put it, vacancy sign for any tantibi seeking a host.” The Dark Alicorn explained as she kept her focus on the ritual. “These have reservations.”

“Plural?” Nightshade asked as she feverishly took notes on all she was witnessing with a blush on her cheeks. “Oh, I think I know.”

A hollow boom echoed about the courtyard as the barrier between the Dream World and reality became tenuously thin at a point. With a horrific screech, a tear rip across the air and was pulled open by impossible forces. The pegasus recoiled in shock and averted her mortal eyes as she caught a glimpse of the crawling chaos the Realm of Dreams had become. The few staff that had not retreated at this point fled screaming to shelter even in the face of what were purportedly their allies. Out of the vortex emerged not one but three figures, each a vague equine shape of faux-stars twinkling on a field of midnight. Unlike Spike’s draconic abomination, the three tantibi became more defined and less eldritch as they moved silently toward the prismatic stuntmare. By the time the breach closed, the jar was surrounded by three athletic pegasi clad in a yellow lightning trimmed purple and black skintight version of Dash’s flight suit.

“You should have taken our offer when you had the chance.” One of Shadowbolts stooped down to the Heroine’s level, eyes hidden behind opaque goggles shaped into an evil glare.

“Why don’t you come in here and convince me?” The cerulean mare challenged even as her voice wavered with fear.

“We will.” One of the others accepted as all three jumped up to the top of the container and ripped off the metal seal.

In the split-second window that had just opened, Dash shot up into the air with a powerful but painful flap of her damaged wings. She reached the rim of her prison only for the three nightmares to grapple onto her. Her momentum carried her into open air for a teasing moment of freedom before the weight on her front, back and legs dragged her back down. As they fell, the three fiends dissolved into an amorphous mass of dream stuff that filled the jar half-full. Dash broke the surface of the ethereal fluid in a panic, thrashing wildly like a drowning animal. Grasping tendrils ensnared her limbs and wrapped around her body, dragging the Equestrian back into the muck.

“No! Don’t!” The pegasus screamed as the imperials looked on with mounting interest. “Help! Helmmmph-!”

Rainbow Dash’s cries were silenced as her multi-hued mane vanished into the stuff of nightmares. Not a word was spoken as the container of liquid churned and bubbled for a few moments before it too went still.

“Uhh, did they just-!” Nightshade asked to which Spike shook his head knowingly.

A jolt shook the tank and caused the audience to flinch. A flash of chromatic light danced across the midnight ooze as it pressed against the glass. Cracks splintered across the tank before a second jolt shattered the makeshift prison and the morass flooded out. Before it could reach the imperials, it froze and began to steadily recede. A figure appeared in the center of the reversing explosion, drawing the amorphous tantibi into it until the starry silhouette of a pegasus remained. The shadows melted into the figure until what appeared to be the Heroine was left standing on unsteady hooves, her unseeing eyes darting frantically and each labored breath a horrible rattle.

“WaS that…” Four voices spoke over each other as the host took an awkward step toward the Usurper like a marionette missing its strings. “…aLl youGOT?”    

Before the Empress could respond, the possessed mare doubled over and dropped to her knees half-howling, half-cackling in pain as her maw was filled with razor-sharp teeth. A series of sickening cracks wracked the transforming pegasus as shattered bones and torn sinew knit back together. Her still functioning wing flared and stood rigid, its crippled partner struggling to synch up before violently snapping into place, ripping apart the crude splint in the process.

"YeEss~" The squadron of voices hissed as their host arched her spine, tearing her uniform down to the small of her back. "MORE!!" 

Frayed and pitiful feathers molted from the growing wings to be replaced by an array of quills immaculate in form yet as hard as the onlooking Champion's scales. Mottle stains of sapphire blue appeared and spread across the cerulean coat like running ink, erasing every blemish be it scar or bruise. Lean athletic muscle the product of a lifetime of training hardened into something mortals could only attribute to the legends of old. The abused flight suit continued to rip and fray as it struggled to contain the emergent amazonian physique. A seam along her swelling thighs split open, revealing the cloud-and-rain-bolt cutie mark was now a bold tri-colored strike from a stormy nimbus surrounded by an audience of stars. The tear reached the seat of the suit as it failed to contain a callipygian rump worthy of worship. Dash's once modest bosom, a long-claimed source of aerodynamic pride, broke free of its latex prison, bouncy ample flesh spilling forth as cerulean tips hardened in the chilly air. The messy prismatic mane and tail became long and bounteous; a flowing banner of rich colors flecked with twinkling starlight.   

“Wow!” Nightshade panted excitedly as the New Pegasus took long, calming breaths.

“Another astounding success... hopefully.” Moon partially agreed as she approached the still kneeling creature cautiously. “Are with us, Rainbow?”

The mare that was Rainbow Dash glanced up at the Dark Alicorn and slowly, purposefully brought herself up to her new full height. As she moved, faint afterimages appeared as if some parts of her were a split second out of sync with the rest. The dark pegasus paid this phenomenon no mind as she was more focused on her long legs, washboard abs and certainly her new bust.

“Not Rainbow anymore, your highness.” She said with a slight reverb as she ran her hands through her mane in a stretch, shedding what remained of flightsuit like dead skin. “We are so much more; so much better.”  

“As my Herald should be.” The God-Empress clapped her hands together happily. “We have much to discuss but for now Spike here will help you get accommodated, won’t you, my Champion.” 

“Mm.” The drake grunted in affirmation as he offered a claw to the New Pegasus.

The amazonian mare looked at the herculean drake, prideful glowing magenta meeting predatory slitted teal. She flashed him a toothy smile and swatted away his claw. Spike seemed confused for a moment before realization dawned on him and he grinned deviously. Neither of them had forgotten their confrontation in Cloudsdale and he suspected the new Herald of the Lunar Empire would want a rematch in some shape or form.

“I look forward to resolving this matter in a way that benefits us both.” The dark dragon thought, his serpentine tongue licking his chops in anticipation.
> No Holds Barred
> --------------------------------------------------------------------------

A new terror haunted the moonlit skies of Benighted Equestria. The telltale chromatic contrails that once awed multitudes of equines and inspired countless would-be aces now heralded the insidious will of the Lunar Empress. From the frozen holds of Yakistan to the disparate tribes of Farasi, many learned that the reach of the Empire was long indeed.

“Funny how discontents fall silent once they know how swift justice can be.” Spike, Imperial Champion and often draconic executioner of said justice, mused as he leaned against a windowsill with a crystalline treat in claw. “At least the smart ones do. Some are just stubborn.”  

As the imperial grip tightened around the world, it was the remnants of Old Equestria that felt the squeeze. The new Herald’s knowledge of their safehouses, operatives and caches allowed the legions to carry out a series of lightning-fast raids. While the loss of lives and materials was great for the beleaguered resistance, it paled in comparison to the dread knowledge that one of their best had betrayed them. How could the Element of Loyalty fall to darkness? What evil had warped the steadfast and daring Rainbow Dash into the brutal and vainglorious…       

“Whatever dear Dashie decides to dub herself.” Vanity scoffed as she carefully put the finishing touches on her latest works. “Nothing too gauche, I hope.”

“Probably something -Dash.” Spike thought as he popped the last of his snack in his maw. “Storm Dash? No, I can do better. Ooh! Rain Storm! Stormshadow? Why are names so hard?”

“Hrm.” The draconic paramour articulated his many thoughts with a simple grunt.

“Well, no matter. I’m sure she will tell us.” The deep indigo Enchantress adjusted her red-rimmed glasses as she stepped back from the mannequins. “Custom fitted, light yet sturdy and breathes like Somnambulian cotton. What do you think, Spikey?”

“Cool.” The tyrian drake rumbled as he looked over the ‘dark-and-stormy-night’ palette spandex flight suits bearing a winged skull emblem and matching jackets. “Custom?”

“Same color scheme and material but otherwise unique.” Vanity explained as she carefully removed the uniforms and packed them away with her magic. “I would have liked to actually have the bodies here to model but alas all I had to work with were the measurements.”

“And a fine collection of measurements at that.” Spike thought with a sly smirk. “Neat and petite, a brick house and perfectly balanced. Very nice.”

“I’ll inevitably have to make- oof! –adjustments after a fitting.” The fashionista slowly straightened up, bracing her back as the weight of her gravid belly shifted. “Mind loading these into a crate while I change, darling?”

“Mmhm.” Spike nodded. “Dress warmly.”

The soon-to-be mother gasped and giggled as her child continued to stir, seemingly excited at the prospect of traveling. Rubbing a soothing hand over her maternal swell and muttering calming lullabies, Vanity disappeared into a boudoir, shedding her plain work clothes as she went.

“Going with red this time.” The Champion blew smoke out his nose as his inner fire flared in approval of the brief glimpse of lingerie. “Of course, she looks good in everything… and nothing.”

Spike considered following after her but suppressed the temptation. While he could be gentle even romantic during foreplay, he would inevitably succumb to the primal instincts that lead to crushed bedframes, shredded sheets, bruised pelvises and a very hot and sticky mess to clean up afterward. With Vanity due any night now, the risk to both her and their child was simply too great.

“There’s always oral.” The tyrian drake licked his scaly chops as he hammed the crate shut with his fist. “But we’ve explored about every technique and position of that; getting a bit stale.”

“What do you think of this, Spike?” The New Unicorn reappeared enveloped in a fur-lined cloak and hood that concealed her salacious curves. “Doubling down on ‘frosty lady of mystery’ for this outing.”

“Nice.” Her lover rumbled warmly. “The load?”

“Simple, darling.” Vanity ignited her horn and lifted the wooden crate with contemptuous ease. “I carry this while you carry me.”

“Hm.” The New Dragon nodded in understanding as he carefully swept his lover off her hooves in a bridal style carry. “Ready?”

“Of course.” The Enchantress smiled and snuggled against him. “Are you sure you don’t want to wear something warmer? Oh, what am I saying, you’re fine.”

“Greaves and jerkin with the necessary underwear is all I need.” The Imperial Champion gave his rather utilitarian clothes a once over. “Moon above, I love being a dragon.”  

With their delivery floating a short distance behind them, the two stepped out onto a balcony of the Crystal Wing of Canterlot. Spike stretched his mighty wings and inhaled deeply, the brisk air chilling his extremities. After double checking with his precious passenger, he raised one taloned foot and stepped out into open air. There was a brief moment of weightless freefall before he caught the wind beneath his wings and leveled off into a glide. Vanity let out an undignified yell that morphed into laughter, the thrill of flight overriding her sense of danger.

“Let that be the extent of your stunts!” She shouted above the howling wind. “Now onwards and upwards!”

“Can’t do much in this weather anyway.” Spike mused as he flapped his wings to gain altitude. “Should probably mention to Dash about reforming the weather teams if she hasn’t already.”

Hugging the mountainside to avoid the worst of the howling winds of Long Winter, the Enchantress and Champion flew toward the peak of Mount Canterhorn. There, anchored to the apex, loomed a ring of storms like a profane halo for the Goddess’s seat of power. Much like its new prismatic potentate, the metropolis of Cloudsdale had been reborn in a dark and terrible form. The columns, friezes, and archways that were a staple of pegasi architecture were still present but what was once ephemeral white cumulus and stratus had been replaced with their dark, lightning flecked nimbus variants. As Vanity had fashioned the Crystal Wing of the palace, so too had the Imperial Herald raised her own place to call home.

“Definitely more militant than Cloudsdale.” Spike observed several sets of scaffolding and the shapes of pegasi at work. “Looks about finished. Just in time if what I’m hearing oversees is true.”

With the resistance dormant for now and domestic power consolidated, the Empress had turned her attention abroad. Foreign powers such as the minotaurs of Knossos and whoever lorded over the Dragon Lands at the moment had wisely opted for non-aggression pacts and regular tributes. Then there was Equestria’s longtime rival Gryphondom.

“The royals want to renew old alliances, the warhawks want, well, war and the free cities just want the money to flow.” The draconic Champion rubbed a faint scar on his back with his tail that had taken a shot from a griffon warmachine during a ‘pirate’ incursion. “Of course, Empress Moon rules the world now so they just have to decide if they want her hoof on their necks or not.”  

“I must admit, Dash has a better sense of style than I gave her credit for!” Vanity shouted as they neared the snowcapped peak. “Assuming she didn’t just delegate this and is sleeping on a cloud!”

“Both!” The dragon shrugged as they crested the mountain and slowed into a stall in midair. “Landing?”

“Uhh…there!” The New Unicorn pointed to a spot within the circle where two figures were waving at them. “Good, we’re expected.”

Shaking off the ice that was already accumulating, the Champion made for the indicated landing zone. Before he touched down, the Enchantress cast a simple cloud-walking spell on them both to avoid simply falling through. With a mighty beat of his wings, Spike brought them to a smooth stop and dropped onto the skydock with a heavy whump.

“Splendid as always, darling.” Vanity gave him a quick peck on the cheek as he set her down. “Now, let’s ask those two where… huh, familiar faces, Spike?” 

The drake looked to see a turquoise pegasus wearing a tattered black and neon-green variation of the Wonderbolt’s stunt uniform, her gold and amber mane swooped back out of her face. Beside her was, to Spike’s surprise, a griffoness bundled up in an old-style bomber jacket and cargos. It took the Champion a moment to rack his memories but he eventually placed a name with at least one of the faces.

“Gilda.” He thought as his predatory teal eyes met her sharp golds with neither of them blinking. “She’s a long way from home.”

“You two must be Empress Moon’s Champion and Enchantress.” The unknown pegasus greeted the two New Equestrians with a salute as they stepped off the skydock and joined her on a causeway. “Welcome to the Stratofortress.”

“Ooh, that’s good.” Spike articulated his approval with a rumble. “Dash probably read it in one of her adventure books but it fits.”

“Charming.” The indigo unicorn was clearly less enthused as her voice took on an icy edge. “Although an ill fit for the likes of you, Lightning Dust.”

“Ah, you’ve heard of me.” The infamous Wonderbolts washout smirked. “Let me guess; I beat a fan favorite?”

“Hardly.” Vanity scoffed. “You nearly killed me with a tornado.”

“I did?” Dust seemed genuinely confused for moment before it dawned on her. “Oh, right; at the academy. You were the white one…Rarity, right?”

“I don’t hear a ‘sorry’ in there.” The mare’s apparent lack of contrition toward his beloved made a growl rise in the back of the dragon’s throat. “Doubt we’ll ever hear one.”

“You shall address me as Vanity.” The Enchantress corrected pointedly. “You may attach ‘Lady’ or ‘Enchantress’ to that.”

“Tch, okay.” The turquoise mare bit back a nasty laugh. “Don’t get your designer panties in a twist.”

“Wait, then that makes you…” Gilda pointed a talon at the dragon and then lowered it to knee level. “Spike? Yea-high little dweeb?”

“Hrm.” The Champion nodded as he rolled his massive shoulders for her benefit. “Name’s same.”

“Shit, forget spike you’re the whole phalanx now.” The griffoness looked him up and down, her gaze lingering for just a moment over his greaves. “Dude, you got to show me your grind set.”

“Push-ups, sit- ups, weights, cardio and plenty of juice.” The drake beamed with pride before he was honest with himself. “And I guess the tantibus helped.”

“First things first, catty-bird.” Dust pointed out. “Those our new uniforms?”

“Mmhm.” Spike wrapped a claw on the floating crate. “Want yours now?”

“Drake of few words, aren’t you.” The cavalier pegasus smirked deviously. “Let’s get somewhere less windy first. Follow us.”

With their guides leading the way, the unicorn and dragon made their way through the streets of the floating fortress. Now that he had a closer look, the Champion observed that ‘fortress’ was an apt description. He saw no trace of the storefronts, plazas or facilities of Cloudsdale. In their place were barracks large enough to hold several companies of pegasi and armories and forges already stamping out arms and armor. What really caught his attention were the platforms along the outer and inner ring where what looked like repurposed weather apparatus were being installed.

“The idea is to get this winter under control.” Dust explained as she noticed Spike’s sightseeing. “Have a strongpoint do the heavy lifting while weather teams do their thing.”

“And, yes, they can also be used to call down lightning.” Gilda added. “Think what happened up north but less ‘nearly-crack-the-planet-in-two’.”

“Carrier, depot, factory and destroyer all in one.” Spike mused to himself. “The Empress must trust Dash’s loyalty if she’s okay with this hanging over the capital.”

“I’m surprised this isn’t purely a military installation.” Vanity commented. “Empress Moon didn’t appear to give the cold much heed before.”

“It’s more for those like us.” Dust explained as she gestured to herself and Gilda. “Since we’re, you know, not like you… yet.”

“Yeah, we know about the fusion dance Moon has you doing with the dream-things.” The griffoness elaborated with a shiver. “Can’t do that if we freeze to death first.”

“Right, that is slow going.” The drake mentally agreed. “I think her Eminence said something about setting up better matches, whatever that means.”   

Before long, the group left the sections of the base still under construction behind and entered an area devoid of the Long Winter’s rage. The chill air was still and the omnipresent moon illuminated the centerpiece of the ringed metropolis. Adored with banners bearing a prismatic bolt surrounded by stars was a looming amphitheater; a coliseum akin to the masterworks of antiquity. It came as no surprise to the Champion that this was where the Herald lived.

“Ah, this is more like it.” Gilda sighed as she unzipped her coat and aired herself out, exposing a tuft of downy speckled feathers just above a well-worn black tank top. “Dry and cool, just like home.”

“I much prefer the warmer climes but I do see the appeal.” Vanity drew back her hood to allow her bounteous mane to flow freely and parted her cloak to reveal her latest ensemble of a frost themed gown. “Do you have a preference, Spikey-wikey?”

“Careful, it’s a trap!” Spike realized his peril as both the unicorn and griffoness seemed interested in his answer. “A noncommittal answer will just make them angry so play dumb!”

“Meathead’s a living furnace; you could stick him on the moon and he’ll be fine.” Dust scoffed before abruptly changing subjects. “Also, holy shit! Is that what we have to look forward to, Vanity?”

“Thanks for that, Lightning.” The Champion discreetly sighed in relief. “Maybe you’re the rare type of good bitch.” 

“There appears to be common traits among the New Populace.” The Enchantress went into model mode as she presented her preternatural assets. “Granted, I only have a limited number to compare but I see no reason for the trend to break.”

“I think she was talking about the scones in your oven.” Gilda pointed a talon to Vanity’s gravid stomach. “I take it you’re the chef, Spike.”

“And I still got plenty of batter to spare.” The drake nodded with a wolfish grin. “Ugh, that was bad. Leave the cooking puns to Pinkie.”

“It’s just one, thank the Stars.” Vanity sighed as she rubbed her swell. “Her Excellency expects us to go forth and multiply so, yes, you do have this to look forward to.”

“I’d have to burn my itty-bitty titty committee membership.” Dust muttered as she held her free hand a distance over her petite bust. “Wings should balance me out and most suits compress anyway so…”

“So do we all have to ride the dragon?” Gilda asked bluntly, earning a raised eyeridge from Spike and a scrunched nose from the New Unicorn.

“He is the only option for now.” The Enchantress replied smoothly as she latched onto the dragon. “Even then, he’s limited to the Benighted as a matter of… endurance.”

“Death by snu-snu, I get it.” The griffoness sighed in what could have been disappointment.

“Hey, if the studs that come out of the Empress’ little project look half as good as Champ here, we all have something to look forward to.” Dust cut through the sudden tension. “Now let’s get these inside; I want to try mine on.”

The group passed through a tall archway the led into the amphitheater. In the distance they could hear the din, cheers and jeers of a stadium audience. Both Gilda and Dust bristled in discomfort as recent memories became apparent. Before the Champion could inquire, Vanity slowed her pace and dragged Spike back with her. The drake braced himself for what he expected to be an awkward conversation as the Enchantress clearly had something on her mind.

“She approved of expanding my horde harem.” He thought as the New Unicorn draped his arm over her like a scarf. “Maybe putting the idea into practice is giving her second thoughts.”

“I’ll be honest, I thought our harem would be small and exclusive; just you and the six of us.” Vanity whispered in a tone that was more excited than angry. “But if others are willing and able to join~”

“You sure?” Spike’s surprised whisper came out as a low rumble.

“Oh, you don’t need my permission, o’ mighty Champion of the Night.” The Enchantress smirked as she guided his claw past her shoulder onto one of her breasts. “But I love that you care and I know that, ah, none hold a candle to my magnificence.”

“Of course.” The dragon nodded as he gave her a loving squeeze. “Some may try.” 

“Hmhmhm. Then I look forward to meeting our child’s brothers, sisters and maybe some cousins.” Vanity tittered deviously. “Our family tree is going to be a whole forest. Just… don’t get lost in it.”

“MEDIOCRE!” A crowd chant suddenly boomed followed by a rhythmic stomp.

Gilda signaled for the party to stand aside as a pair of thestrals in medical uniforms flew past. Between them on a stretcher was a broken and bruised pegasus that more resembled a ragdoll than an equine. Dust watched them pass with utter disdain while the griffoness just shook her head.

“Idiot’s got to know his limits.” She chirped. “That was almost you, Dust.”

“Oh, please!” The turquoise mare scoffed. “She wouldn’t have caught me even with you on her back.”

“Is there a game tonight?” The New Unicorn asked after composing herself.

“Better, open tryouts.” Gilda answered. “Your performance determines your job in the Stratofortress.”

“Weather team, sky troop, grunt work or a hospital in that jerk’s case.” Dust continued. “Then there’s us; the Shadowbolts.”

“Shadowbolts?” Spike repeated, prompting an elaboration.

“Dash’s elite.” The former washout said with malicious glee. “Take everything great about the Wonderbolts and cut out Spitfire and Soarin’s limitations.”

“The challenge was to at least finish with Dash in a combat race.” The lion-eagle said as she looked over her talons. “It was close but Dust and I pulled through.”

“Literally in your case.” The turquoise mare ribbed. “Dash pretty much dragged you across the finish.”

“’Cuz I was grappling with her.” Gilda retorted. “Which slowed her down enough for you to even have a chance.”

“A team effort then.” Vanity defused any further argument. “Which may have been what Dash was looking for.”

“Or she just wanted to prove her superiority.” Spike mused. “Either way, it’s a good method for weeding out the chaff.”

“Well, point is that we made the cut so now we get to enjoy the perks.” Dust said as they neared the arena proper. “Private quarters, custom uniforms, a chance to finally shove my rival’s nose in the mud and reservations at the New Populace table.”

“Beats the hell out of cooking hard bread for vultures.” Gilda growled under her breath.

The group stepped out of the shadows of the corridor into a moonlit stadium. The ground was a smooth field of fine snow in place of sand which made the blood stains stand out all the more. A series of rings, poles, walls and bars floated in midair with some even going above the structure into open space. While hardly at capacity, the stands surrounding the field nevertheless contained a fair-sized crowd who were rancorously cheering. At the center of it all, born aloft by her resplendent wings, was the Imperial Herald basking in the adoration of her minions.

“Why am I not surprised?” Spike smirked as Vanity finally relieved herself of her load and set down the crate with a heavy thud.

“Well, look who finally showed up!” The prismatic New Pegasus looked over her shoulder at the sudden noise. “You get lost on the way here?”

“We met your new friends and had a chat.” Vanity gestured to the pair of Shadowbolts who were already prying open the delivery. “Hope we didn’t keep you waiting.”

“Nah, you just gave us plenty of time to warm-up!” The ex-weathermare stretched her arms behind her head to illustrate. “Step back, we’re coming down!”

Folding her wings, the stuntmare dropped down onto a hanging bar, spun around it twice and used her momentum to flip herself back into the air. Spike felt himself get lightheaded just watching the sapphire speedster bounce around the obstacles in a contrail of star-flecked rainbows. The routine reached its dramatic finished when the New Pegasus kicked off a wall and dove into a charged nimbus. The black cloud exploded in a boom of thunder and crack of lightning which she rode into the floor like a surfer, heedless of the raw power dancing across her body. Dash stuck the landing with a multicolored shockwave, sparks of lightning dissipating across her feathers as faint afterimages caught up with her. The crowd erupted into applause and cheers as she straightened up and spread her arms and wings wide, a prideful smile plain to see.

“Impressive.” The New Dragon admitted as he looked over the amazon mare approvingly. “Most impressive.”

The Herald wore the light raiment of an imperial scout, likely an old surplus judging by the poor condition and ill-fit. She appeared to share his assessment as she headed straight toward the Enchantress and the now open crate. The indigo unicorn met the eye of her friend and raised a hand in greeting. Dash’s gaze was drawn lower, however.

“Moon above, Van!” The prismatic New Pegasus gaped unashamedly at her friend’s impending motherhood. “How many did Spike pump into you?”

“Just one for now.” The Enchantress smiled as she lightly embraced the Herald, gasping as she felt an internal kick. “Ooh, I think it knows Auntie Rainbow is here.”

“Tch, not ‘Rainbow’ anymore. That loser got pasted in Cloudsdale.” The mare once known as Rainbow Dash corrected. “We decided on Nightbolt Dash.”

“She tried ‘Smash’, ‘Flash’ and ‘Crash before giving up.” Dust whispered to Spike.

“Hrm.” The Champion grunted as the two friends trotted past him toward the cargo. 

“Alright, let’s see… sandbags for G, cutting board for LD.” Dash needled her wingmates as they snatched the suits from her. “And perfect for us.”

The New Pegasus unbuckled her armor and lifted her shirt to undress only to pause. She grinned cheekily at the dragon shamelessly starting at her exposed fur and swished her tail up into his face. As Spike rubbed away the sudden stinging sensation, Dash jumped a short distance into the air and spun like a chromatic cyclone. The crowd watched intently as if hoping to catch the Herald between outfits only to jeer in disappointment when the mare touched down fully clothed.

“She sure knows how to keep the audience wanting more.” The dragon thought as the sapphire pegasus appeased the crowd by confidently strutting across the snow to show herself off. 

As with all of Vanity’s creations, the flightsuit was a perfect fit that accentuated the beauty of the wearer, natural or otherwise. Dash’s was unzipped down to her chest, revealing her ample new cleavage and teasing more if she took a deep enough breath. Intentional or not, it did not escape Spike’s attention that she was not wearing anything underneath; no straps or strings broke the smooth surface.

“No twin peaks or sunken valley either.” He mused as he glanced at her slightly bouncy chest and between her powerful legs. “Vanity must have incorporated some padding to prevent chaffing.”

“Well, I’m glad to see Nightbolt wears my work better than Rainbow.” Vanity looked for any flaws in her craft with a critical eye. “I hope she takes better care of it as well.”

“Mmm, you might not think that for long.” The sapphire speedster shifted her attention to Spike. “Isn’t that right, Champ? We doubt you came up here just to help Pregity here move some boxes.”

“Mmhm.” The drake rumbled. “Rematch.”

“Haha, about fucking time!” Nightbolt laughed. “Well, we have a venue, an audience and plenty of time.”

“You two are going at it?” Dust asked as she compared her uniform to her washout attire. “Is Spike looking to join up with us or did I miss something?”

“No, just a little competition between friends.” Dash said casually as she leaned against the taller dragon. “Though having a flying tank like you on the team would be awesome.”

“Kind of redundant with the ‘Champion’ position.” Spike thought before he noticed Gilda bent over the crate to gather the jackets, her leonine tail swishing above her prominent rear. “Then again, Dust really sold those perks.” 

“Rrgh.” The Champion grunted noncommittally. “When do we begin?”

“Right here, right now.” The Herald poked his chest with a finger as she pushed away from him. “Dust? Gilda? Explain the rules. One fall, simple domination.”

“You got it.” The turquoise pegasus snapped a salute that turned into a single finger as Dash shot into the air and flew over to the opposite end of the field. “Alright, only one round so no time-outs or breaks. Winner either knocks out their opponent or gets them to tap out. Natural abilities and skills only so no weapons or armor.”

“And keep it in the venue and no outside interference.” Gilda added as she rejoined them with her uniform draped over a shoulder. “Other than that, anything goes.”

“Is there a referee of some type?” Vanity asked as she checked her work on the griffon’s outfit. “Injuries seem guaranteed. Also, I think I need to hem your legs a bit.”

“Honestly, I think the rules are there just to say we have them.” The lion-eagle shook her head. “While you’re at it, it looked like it would be a little tight across the girls.”

“And who cares anyway.” Dust shrugged as she moved toward a table with what appeared to be microphones set up on the sidelines. “The bout starts when one of you takes a swing. Kick her ass, Spike!”

“I’ll join you two in a moment.” The Enchantress waved them off as she gestured for her lover to lean over. “You’ve beaten her once before, you can do it again. Good luck and... enjoy yourself.”

“I didn’t exactly hold back in the weather factory.” Spike thought as the Enchantress gave him a quick kiss that sent a jolt down his spine. “And I suspect Nightbolt Dash is a different beast than her harmonic self.”

With the three non-participants at a safe distance, the Champion undid the clasps of his greaves and pulled off his jerkin. Whistles and calls from the nearby audience told him they liked what they saw particularly once he began limbering up. Across the arena, he could see his opponent doing much the same even if she was more deliberately playing to the crowd. After cracking his neck and properly stoking his inner fires, the bare-chested drake stomped into the arena.

“Mares, stallions and freaks of the night!” Dust’s amplified voice reverberated throughout the stadium. “We interrupt our regularly scheduled brutality with a once in a lifetime event! A hardcore domination match where two enter but only one may leave! I’m your host and future Shadowbolts captain Lightning Dust. Joining me is the cat-bird your momma warned you about, Gilda!”

“Good to be back, LD.” Gilda said after adjusting the volume on their mics. “Joining us ringside is the sponsor of tonight’s action; Empress Moon’s own Enchantress, Lady Vanity.”

“A pleasure, darlings.” The New Unicorn suppressed a fit of giggles as she joined in. “If I may, if anyone in the audience wants a new look or just needs some touch-ups, my doors is always open~♥.”

“Okay, enough shilling, our contestants have just entered the field!” The former washout said eagerly. “First, rocking the Shadowbolt’s colors and just about every other, the mare whom you’ve been watching beat the stupid out of punks all night. You know her, you hate her, Nightbolt Dash!”

“Dash! Dash! *Stomp**Stomp*” The crowd thundered as the sapphire mare leapt into the air and traced out her emblem with her contrail before dropping to the center of the arena like a prismatic bolt.

“And her challenger, the mad chad dragon in black and scales!” Gilda picked up the introductions with gusto. “He brings fire, fury and doom, our own Champion of the Night, Spike!”

“Spike! *clap* Spike! *clap* Spike!” The drake raised his claws in time with the chanting before firing off a series of small fireballs that burst like fireworks.

“Not as flashy as Dashie’s but don’t want to burn out during the preshow.” The Champion thought as he joined the Herald in the middle of the field.

The New Pegasus had zipped up her suit, compressing her frame into a more aerodynamic shape. She had also pulled up the cowl and threaded her billowing mane through it. Her opponent took one last chance to admire her spandex-clad figure before he raised his claws.

“You ready for this?” Dash asked as she lowered her goggles shaped into an evil glare.

“Hrm.” Spike rumbled.

“No, you’re not.” She smirked.

The drake saw a slight twitch of her wings before something slammed into his chest. The sudden blow knocked him off the platform and into the field. The Champion dug his claws into the compacted clouds and skidded to a stop. He glanced down to see a hoofprint imprinted above his solar plexus along with a slight but still unwelcomed pain. His opponent stood with one leg extended in a high kick, her smirk having morphed into a smug grin.

“Alright then.” Spike returned the smile as he dusted off the opening blow and flared his own wings. “Let’s go.”

“And Dash kicks things off literally!” Dust nearly shouted into her mic. “That alpha strike has crushed more aspirants’ hopes and dream than I can count!”

“But Spike isn’t a one-shot kind of drake.” Gilda added as the dragon rushed the pegasus.

The Champion swung his fist at the Herald skull only to connect with her ethereal contrail. He barely had time to register that she had jumped over him when she shot back down. Both her hooves slammed into his back with enough force to snap a lesser being in two, knocking him prone. Dash capitalized on her advantage by stomping on the back of his head once, twice, three times before she settled into a rapid rhythm that drove his snout into the floor like a nail.

“Nightmare tap-dancing Moon! I’m getting a concussion just watching!” The turquois washout rubbed her temples in false-sympathy. “This could be it for our challenger!”

“Oh, pish-posh.” Vanity waved a dismissive hand. “My love taps have more vim.”

Despite the pain being hammered into his brain, Spike had enough sense to whip his tail up and out. The spade end caught the unaware Dash in the back, knocking her off the dragon and onto the ground. The New Pegasus rolled as she landed and came up in a crouched position facing her foe. She shot toward the Champion as she saw him being to yank his snout free, aiming to score a precise strike on his throat. Too late did she notice the jets of steam escaping around the dragon’s head until he erupted in a steam of fire. Dash juked to the side awkwardly just as the blast roared past her, singing the tips of her wings and mane. Ignoring the smell of burning hair and feathers, the Herald readied to counter only for Spike’s charging hulk to dominate her vision.

“And Spike takes Dash for a ride on the lariat express!” Gilda slammed her talons on the table for emphasis as the Champion repaid his earlier indignity by carrying the prismatic pegasus back first through several cloud walls. “Remind me not to get grappled by him if we ever end up in the ring.”

“Ugh, the only thing worse than a grappler is one with zoning tools.” Dust groaned as she patted out an errant ember of dragon fire. “Seriously, dragons are overpowered as fuck.”

Dash’s impromptu ride came to an abrupt end as Spike slammed her into the more substantial wall supporting the stands. The crowd wisely scattered as the stands nearly cracked in two, cheering and jeering all the while. The combatants ignored them as the dragon held the pegasus in place by her head, effectively pinning her to the new crater in the wall.

“Yield!” The Champion growled as he threatened to drive his free claw into her gut.

“Bah-hahaha! Seriously?!” The Herald laughed as she grasped his arm. “Did you forget who you’re fighting?”

The drake saw the leg swinging up and instinctively flinched away. It was only after a sickening crack filled the air and his arm went numb did he realize she was not aiming for his head. With his arm now bent the wrong way, the pegasus freed herself from his grip and aimed another kick at his knee. The joint endured better than his elbow yet he was forced to take a knee, giving Dash just the right amount of height to plant a hoof on his shoulder.

“Shit, this again.” Spike brace himself for the pain as the former stuntmare brought her other hoof up his chest and square into his jaw in a kick-flip.

“Ooh! That’s gotta hurt!” Dust cringed as a second blood-chilling crack echoed about the arena. “It looks like Spike is going to need some TLC from you later, Vanity.”

“He might need more than that, I’m afraid.” Gilda sounded genuinely worried. “Spike is down and, wait, what’s Dash doing? Is she…?”

The sapphire Herald seized the tyrian Champion by the end of his tail and held it fast. Digging her hooves into the floor, Dash began to turn in place and steadily lift Spike up in a spin. His vision became a nauseating blur of colors as the crowd counted the rapidly increasing number of rotations. Before he could piece together a plan to escape, the New Pegasus became airborne herself as the two blended together in a cyclone of clashing colors.

“So long, Spikey!” Dash said tauntingly as she released her hold.

“And there goes the Champ on the giant swing!” Dust watched the dragon arch through the air before crashing into yet another wall. “It looks cool but it doesn’t do much besides make both combatants dizzy.”

“I’d say it’s the landing you have to worry about.” Gilda added plainly. “We are in a building made of clouds.”

“Glad I didn’t eat heavy before I got here.” Spike felt his gorge rise before his vision finally settled. “I should- OH, SHIT!”

Like a bolt from the night, the New Pegasus slammed into his gut hooves first. The air escaped his lungs in a gout of smoke and cinders before Dash pinned his head to the floor. She stooped down and grinned at him, the joy of imminent victory written plain on her face.

“Had enough?” She taunted with a flap of her wings. “How ‘bout one more?”

“Guhh~” The drake groaned as the sapphire speedster kicked off him and shot high into the sky.

“Oooh, pile meet driver!” Gilda said knowingly. “I don’t know how strong the floor is but Spike is about to find out.”

“Spike! Get up!”  Vanity shouted to her stunned lover. “Move your scaly ass!” 

The Champion remained where he lay, seemingly stunned. Above him, Dash zeroed in on his head and dropped back down. The crowd and announcers stared with bated breath as the killing blow descended on the hapless dragon.

“Wait for it…” Spike could not help but smirk as the pegasus committed to the attack. “Gotcha!”

With a flex of his wings, the drake rolled up and out of the way. Dash drove a hoof straight through where his head had been a split second ago and into the hardened cloud. Effectively stuck, the Herald had just enough time to comprehend the fact that Spike had both legs primed and ready for an Applejack-esque buck.

“Motherfu-!.” Was all she managed to say before a pair of clawed feet slammed into her like an ornery ram.

“Ha-HA! Spike was playing dead!” Dust cackled madly. “How’s that feel, you bitch!?”

“Don’t think she can hear you right now.” Vanity grimaced as her friend came to a stop in a heap of limbs and feathers. “Spike doesn’t skip leg days for a reason.”

“Stah dout fer ah bit~” The drake slurred past his dislocated jaw as he groggily sat up.

When his opponent did not respond, Spike took the chance to wretch his jaw and arm back into place, earning sickened gasps from the first few rows of spectators. As he rubbed feeling back into his arm, a small hailstone plinked off his head. The dragon looked over to see Dash had come to and pulled herself into a kneeling position. Despite the blood flowing from her nose and corner of her mouth, the prismatic pegasus still wore a confident smirk.

“That all you got, Spikey?” Dash raised her hands in a ‘bring it’ gesture. “I didn’t hear no bell.”

“Why do I get the feeling this is foreplay for her?” The tyrian drake smiled back with a little eyeridge arching for effect. “Well, whatever lights her fire.”

The Champion inhaled and lobbed a fireball at the speedster before using his wings to rush her. It was a simpler version of the zone-and-charge he had done earlier. Dash saw it coming, as he knew she would, and handspringed out of the way. What stopped the dragon mid rush was the fact that she had done it in opposite directions.

“What in the-?!” Dust voiced Spike’s, her stunned co-commentators and the audience’s thoughts as a pair of pegasi landed on their hooves.

“Neat trick, huh?” One of the twins grinned deviously. 

“What to see us do it again?” The other winked at her duplicate.

Spike had the presence of mind to focus on one double as she launched into a short acrobatic routine. The faint afterimages that were characteristic of Nightbolt’s movement fell completely out sync to the point of becoming independent. As four Heralds now stood in the arena, it clicked in the dragon’s mind.

“Of course. The tantibus took the form of three equines.” The Champion thought as the four began to circle him like pack hunters. “With Dash, they are now four independent parts of a collective whole… or something like that.” 

In the middle of his musings, the pegasi blitzed the drake. Acting on pure reflex, he managed to backhand one away but he was not so lucky with the other three. Two went for his legs while the other aimed for his head. Stars exploded in his vision at the same time he felt his legs buckle, dropping him to one knee. His split-second chance to recover was lost when the fourth dove on him from above and slammed into his back. Now on all fours, the Heralds wasted no time mobbing him; punching, kicking and grabbing at any opening he presented. All Spike could do was use his wings to shield his head as he desperately tried to think.

“She’s not hitting as hard as before. Must be trading strength for numbers.” The Champion winced as one of them wisely pinned his tail. “Still feels like getting hit by cannons though.”

“Girls, I’m not sure what I’m seeing!” Dust stared at the melee in shock. “Is Dash moving so fast she’s in four places at once?”

“No, LD, I think when Dash was using ‘we’ that wasn’t the royal version.” Gilda tried to make sense of it. “Maybe whatever nightmare fuel she’s on…Wait, can you do that, Vanity?”

“No, but I think you’re on to something.” The Enchantress shook her head. “Perhaps each of the Benighted get a unique ability on top of the enhancements.”

“She can make copies… that’s cheating!” The washout’s voice went shrill as her previous encounters with Nightbolt gained context. “That bitch is cheating!”

“It’s technically a natural ability.” Vanity pointed out. “Plus you all seem to be playing fast and loose with the rules anyway.”

“Right you are, but we can pay the Captain back once we get our own fuel.” The griffoness refocused them even as she ground her talons into the table in anger. “Spike is being stomped into a mud hole!”

“I got to admit, Spikey, you put up a hell of a fight.” One of the Dash’s said genuinely.

“This is the first time I had to scramble all fighters.” Another added with a wry glance at the announcer table. “The bird and bitch over there only needed two.”

“No shame in tapping out now.” The one pinning his tail hinted as she ran an appreciative look up its spines to the base. “But this tail belongs to me.”

“Rrgh!” Spike growled in building frustration as any attempt to break free was thwarted.

“Hold him steady, girls.” A Herald instructed as she took to the air. “Let’s do this right this time.”

Above him, the New Pegasus brazenly ignored the rule about keeping the bout within the arena as she shot high into open air. She remained at the top of the world as a prismatic speck among the countess stars for a moment before she dropped like a meteor. A lightning flecked contrail streamed behind the sapphire bolt as the very air distorted around her.

“Stars above! She’s setting up her finisher!” The washout jumped out of her seat. “If she gets off a Sonic Rainbomb, we’ll have to mop up the drake with a sponge!”

The sound and color barriers exploded just above the coliseum, sending a deafening chromatic shockwave across the sky. The trio of pegasi held their victim fast as the last of their number streaked toward them like a falling star. In the blink of an eye before impact and certain defeat, Spike’s frustration reached a boiling point.  

“Mmrg… rrgh!” The dragon growled as something dark and primeval within him raged against this turn of events. “RAARGH!!”

An explosion of dragonfire engulfed the field as the sonic rainbomb detonated, shaking the entire Stratofortress and the upper levels of Mount Canterhorn. The spectators and announcers waited with bated breath for the smoke to clear and the aftermath to be revealed. An excited murmur rippled through the crowd as Dashes were revealed scattered from the point of impact. It soon built into raucous noise as a black and white dragon wreathed in eldritch flame rose out of the crater with a listless pegasus held high over his head.

“What in the-?! BAH CAWD!!” Gilda actually squawked like a hen in shock. “He did it! Spike countered it! I can’t believe it!”

“Is that Spike’s special?! Superfreak mode!?” Dust nearly fell out of her chair in awe. “Wait! He’s got Dash in some sort of hold! It’s-!”

“Backbreaker!” The Vanity finished as the primal monster brought Dash down on his knee with a crack of thunder. “What a maneuver!”

“Hurrk!” The duplicate retched as her spine folded like paper, spewing not a crimson stream but the ethereal dream essence of the tantibi. “Nice… one…”

The brute only growled as he lifted the crippled mare back over his head and pulled. The crowd gasped as star-flecked ichor showered the beast from the two halves of the Herald. He slung the remains at the recovering Dashes intending to bowl them over. The body lost detail and definition until it melted into an amorphous blob in midair. The remaining pegasi winced at their fellow’s ‘demise’ as the essence split into three and rejoined her fellows as an afterimage.

“First blood!” Dust cheered along with the apparently bloodthirsty crowd. “Whoo! The gloves are off now!”

“Three more to go, Spikey.” Vanity held up her fingers and waggled them at her lover. “Finish her!”

The Primal Juggernaut let out an enraged roar before he blazed toward the prismatic trio. Rather than be shocked or terrorized by the loss of one of their number, the three seemed amused if not outright impressed as they flew up to meet the challenger. What followed was a melee of flying fists, hooves, claws and fire as the bloodied combatants resumed their bout.   

“And I thought the Griffonstone pub crawls were brutal.” Gilda said as she ducked an errant blast of fire.

“Brutal is right.” Dust was white knuckling her mic as she stared at the spectacle above her. “And I love it!”

“It looks like they’re both trying to-!” Vanity kicked away from the table as her paramour landed an overhead smash that spiked a pegasus toward them. “Watch out! Watch out!”

The Dash slammed into the table which bent dramatically but remained whole. The commentators cautiously returned to their seats half expecting the Herald to melt. Instead, she groggily turned her head and smiled dumbly at her friend and rivals.

“Hey, girls.” Dash groaned. “Enjoying the show?”

“We’re enjoying watching Spike break your ass.” Dust said with a vicious sneer. “You owe the cat-bird and me a rematch.”

“Somepony’s salty.” The Herald half wheezed half laughed. “If you’re expecting a fair fight, you’re- heads up!”

The griffon, pegasus and New Unicorn scattered as once again a Dash was sent down to the ground. The first could only grimace as her mirror image crashed into her, bouncing her off the table as they fused. Above them, the final Dash grappled with the drake as her proportioned strength returned. It arrived not a moment too soon as the monster was attempting to gnaw her head off, his mighty jaws and glistening teeth inching dangerously close to her skull.

“Feeling frisky, big guy?” Nightbolt strained as she felt tongues of flame lick her face. “You can show us what that tongue does later!”

The New Pegasus landed a nearly vertical kick that snapped the dark dragon’s jaws shut and broke her out of his hold. What she thought had stunned had merely annoyed as the beast inhaled deeply. He then unleashed a torrent of fire that Dash barely dodged as the monster whipped the stream around. Expected the brute to be winded after such a display, the sapphire speedster was caught off guard when the flames narrowed and intensified into an incandescent beam. The sapphire speedster felt a moment's pain and then nothing as the blinding white-hot laser vaporized her upper torso. The mutilated pegasus dissolved into ethereal ooze and rejoined its host as the now whole Herald slid off the table.

“I think Dash is feeling the effects of being killed three times.” Gilda noted as the prismatic pegasus struggled to her hooves. “Not sure how much steam they- incoming!”

Once again, the commentators were forced to scatter as the juggernaut came roaring down. Dash barely had time to raise her fists in defense before the wrathful drake tackled her through the table. The beast somersaulted onto his feet and used his momentum to fling the Herald into the wall. No sooner had she connected then he drove her home by seizing her by the neck, lifting her up through the wall and overhead before slamming her through the floor.

“Spike just planted him a dumbass tree!” Dust grabbed a mic as the monster uprooted his plant by her legs. “Will the captain counter or-“

*tap-tap-tap*

The steady tapping silenced the crowd and announcers. The flame-wreathed brute stood stock still with an inferno primed in his breast as Dash reached out and tapped against his leg. The ignited drake quenched the no-doubt fatal attack and looked down at the New Pegasus who despite the fresh bruises and bloodied nose was all smiles.

“You got me, Spike.” Dash admitted between heavy breaths. “Good game.”

“SHE TAPPED OUT!” Gilda squawked excitedly. “SPIKE IS OUR WINNER!”

“SPIKE! SPIKE! SPIKE!” The crowd went wild as the dark dragon let his defeated foe collapse in a heap as he threw back his head and roared his victory to the stars.

The Champion’s celebration was brief as with his opponent vanquished, the wrath sustaining him began to waver. The aura of eldritch fire died down to a few sparks as the drake returned to his bare benighted coloration. A wave of fatigue washed over him and his flopped down on his back, his very being protesting against what it had been put through. Still, the New Dragon savored his triumph.

“That’s two and oh, Dashie.” Spike thought as the last ember of primeval rage died out. “But I’m thinking sparring matches from here on out.”

The victorious drake craned his neck to look at Dash who had managed to sit up and rest her arms against her knees. She yanked off the goggles and cowl to wipe sweat and blood from her head. Her deep magenta eyes met his, a mix of begrudging respect, aching pain and something mischievous making them shimmer. The dragon had seen that same look many times on many faces ever since that fateful night many months ago.

“We don’t think we’re ready to hit the showers just yet.” The pegasus suggestively fiddled with the zipper below her chin. “What do you say to a victory lap, Spikey?”

“Hrm.” A leering grin spread across Spike’s features as he beckoned her closer with a claw.

“Are they about to…” Gilda trailed off as she took a moment to comprehend the sudden mood change as her old friend crawled over Spike. “Seriously?”

“Oh, yes~” Vanity said coyly as she bit her bottom lip. "The 'nightmare fuel', as you put it, does wonders for the libido." 

Not wanting to ruin the Enchantress’s work while in range of her magic, the drake slowly and gently pulled the zipper down. Little by little, Dash’s neck, collar bone, cleavage and navel were exposed. As he traveled past her abdomen, he felt an enticing warmth radiating from the mare that grew steadily hotter. By the time he reached the end, Spike could feel and smell the New Pegasus’ desire which reinvigorated his body. Dash giggled slightly as she hooked her hands inside her flightsuit and pulled it open, allowing her breasts to bounce free.

“Nice.” Spike thought as his eyes locked on to her cerulean peaks while the crowd made their approval known. “Not as generous as Vanity’s but they’re something new.”

“Yeah, we like them too.” The sapphire speedster read his expression as she kneaded her supple flesh with her fingers. “We defy anyone to call us ‘Rainbow Flat’ now.”

Dash thrust her chest forward and offered her bust to the Champion who gladly accepted. He captured one in his mouth and teased the erect nub with his serpentine tongue. The mare gasped and moaned softly as the dragon played with her flowing mane and wings while his other claw traveled down her back onto her rump. A proud smirk crossed her face as Spike attempted to jiggle her assets only to find the iron hard muscle had little give.

“And I thought AJ had the ass to beat.” The dragon thought as he settled for giving her a firm spank. “Spike really want!” 

The fire that had been stirring in his loins intensified as his drakehood emerged from between his bare legs. The glistening and ruddy rod came to rest against between Dash’s cheeks, the scalding heat causing her eyes to widen. She looked over her shoulder to see the tapered head and part of the shaft peek over her dock.

“F-fucking hell!” Dust blushed furiously as she committed every detail of his drakehood to memory. “Ribbed for her pleasure, I see!”

“Barbed and veined as well.” Vanity added keenly.

“Barbed?” Gilda chewed on a talon as her thoughts ran wild. “O-oh, okay then.”

“Where were you keeping that?!” The Herald’s mouth gaped open as she looked at the pillar’s owner who waggled his eyeridges at her. “Okay, you’ve worshipped our tits enough!”

Spike reluctantly let go of her aching mound and moved his claws away. Now nearly panting with want, Dash hurriedly yanked her arms out of the sleeves and peeled her uniform down to her waist. Her soon-to-be lover was about to assist her in removing the rest of it when the New Pegasus planted her hands on his broad shoulders. She then heaved herself up as she was about to do a handstand and bucked her hind legs. The flightsuit flew off her frame and smacked a distracted Dust in the face, leaving Dash bare for all to see.

“Good shot, darling.” The indigo unicorn tittered playfully.

“How did she-?” The Champion was about to question such easy removal of spandex when he noticed the streams of nectar running down her toned legs. “Wow, she was hot and ready before the fight even ended.”

“Bet you finish before we do, Spikey.” The sapphire mare landed on her knees and pressed her muzzle against his snout, the air shimmering from the mutual heat of their loins. “Are you ready?”

“Are you?” Spike grinned evilly as he suddenly bucked his hips upward.

His turgid length parted her dripping nethers and was enveloped by the velvety walls of her canal. Dash let out a high pitched noise that the dragon had only heard Pinkie make as she seized up in shock. A vice-like grip that could easily crush diamonds halted his progress with the majority of his length still outside Nightbolt’s depths. The former stuntmare trembled in place as she gritted her teeth to bite back tears of pain.

“We can take it. We can take it.” Dash whispered between gasps. “Okay, work up- fuck! –work up to it.”

Gradually, the mare relaxed and slowly took up where Spike left off. Despite her growing accommodation and judicial amount of love juices, the Herald was still agonizingly tight for the well-endowed drake. She shuddered and gasped as every ridge, vein and barb of his totem of virility denied her a pattern to follow.

“Ahh! Oh my gosh!” The amazon gasped as a bulge appeared below her navel. “How did Van do- uh! –this?”

“She let me take charge.” Spike thought as she slowly welcomed him insider her. “Not a bad idea, in fact.”

The New Dragon sat up and wrapped his arms around Dash. As she attempted to protest, he closed his mouth around hers as his tongue darted in. He felt a moment of resistance born out of confusion before the Herald let out a muffled moan as she relaxed her guard. The sapphire mare draped her arms around his neck while her long legs locked around his waist, signaling that he had the lead. Spike got one leg underneath him and shifted into a kneel before raising to his full height, hilting himself in his newest lover while their tongues slid over each other all the while.

“*Mwah* Damn, Spike.” Nightbolt gasped as she broke the kiss. “We normally don’t go for the romantic stuff but… wow.”

“Hurt?” The drake asked as he glanced down at their union.

“We’ll be sore in the mor… night in more ways than one.” The prismatic pegasus chuffed as she wiggled her hips. “We're deeper than we thought if we got it all in.”

“There’s a bit more but I’ll let that be a surprise.” Spike thought as he moved his claws to her callipygian rear.

Starting off slowly, he manually bounced the New Pegasus in time with his thrusts. Dash shuddered gasped as she felt him withdraw only to nearly scream when he returned with force. In time, the amazonian mare found the rhythm and allowed Spike to up the tempo. All around them, the crowd watched enraptured with their display. Some banged on the stands to encourage the lovers to go faster while others opted to follow their example with public aplomb.

“I guess that’s one way to get the birth rate up.” Dust looked around at the display of debauchery with a lewd grin. “Speaking of foals, a pegasus plus a dragon equals… what exactly?”

“A longma.” Gilda answered simply.

“Long-!” The turquois pegasus repeated before frowning. “Oh, very funny.”

“No, she’s right.” Vanity interjected. “I’m carrying a kirin while our dear Dash will bear a longma. Not sure what a common earth pony hybrid is called.”

“I think that would be a hippocamp.” The surprisingly knowledgeable hybrid said as she kept her eyes on the two lovers. “Kinda like hippogrifs but trade fins for claws.”

“I should know this.” Spike thought absently as Dash leaned back and gripped his shoulders for more leverage. “But too distracted by bouncy blue boobs.”

The New Dragon slid his claws off her rear and up onto her breasts. The loss of support caused the pegasus to lean back precariously before she recovered by flapping her wings, maintaining her balance and driving him ever deeper. Her magenta eyes rolled in the back of her head as he teased her cerulean nipples with his claw tips. Her inner walls squeezed around his girth in kind, drawing him to the very entrance of her innermost chamber. Spike felt certain primal instincts scratch at the back of his mind as well as a burning pressure build in his core.

“Ahh! Faster Spike!” The sapphire speedster gasped. “We're clo- wah?!”

The Champion sank to his knees with a low growl, inadvertently power bombing Dash into the floor. Shocked out of her rapture for a moment, the amazon was about to give Spike an earful when she met his eyes. As they had during their bout, his predatory teals were glazed over not with bloodlust but the more carnal variety. He grunted roughly as she felt his pride twitch and shift inside her. Her eyes shrank to pinpricks as she saw a thick knot of ruddy flesh emerge from the beast and press against her nethers.

“That thing gets bigger?!” Dust was nearly drooling in her seat.

“Right before he climaxes, darlings.” Vanity cooed knowingly. “He may not be the longest ride but he more than compensates with intensity.”

“We’ll be calling her Momma Dash soon.” Gilda panted as a talon occupied itself below the table.

“S-spike?” The prismatic Herald held up her hands as the behemoth loomed over her, licking its chops. “Are you-!”

“Mine...” The herculean drake seized her forearms in his massive claws and thrust forward. “MINE!”

The New Pegasus’ legs spread out in a perfect split as the knot forced its way past her swollen lips. Stars exploded in her vision as the tapered end of his length rammed past her barrier and into her most fertile of chambers. A sharp gasp escaped her mouth like she had just been punched in the gut, an exquisite pain intermingling with untold pleasure that nearly shorted out her mind. Spike, with some shade of the noble knight he once was fighting through the fog of lust, held still as his amazon lover came back to reality.

“Fuuuuhhh~” The sapphire mare slurred as she tried to wrap her legs around the kneeling dragon but found she could only bend her knees. “Havah… Haven’t cum yet, Spikey.”

That was all the virile drake needed to hear. Keeping an iron grip on Dash’s arms, he began thrusting in and out of her again. His knees dug into the clouds as a shock traveled down both their frames every time their hips meshed. Dash craned her neck to look over her jiggling bosom and smirked.

“Come on, lizard boy.” She gasped out. “We know you can go faster!”

Spike gladly complied as he pulled her off the ground and perpendicular with his torso. The muscles in his core and lower back strained as he ramped up his tempo. The fire in his loins built into an inferno as he focused on pushing Dash over the edge before he did. Back at the announcer’s table, Dust was almost jumping on the table as she cheered Spike on while Gilda seemed close to finishing herself. Only Vanity sat composed with a sly smile on her face and a hand over her belly. The crowd, meanwhile, had worked itself into a new chant.

"Knock her up! Knock her up!" The arena shook with the rhythmic command which Spike intended to obey.

“Yeah! Uh! Fasteeer~” The Herald’s voice shuddered in time with Spike’s rapid thrusts. “Ah! Yeah! Just like that!”

“Mmrh!” The Champion rumbled as desperately attempted to contain the core of heat but it was a losing battle. “Hrg, hur, rrrRRAAAAGH!”

The tyrian dragon gave one last thrust that hilted himself in Dash’s depths as he unleashed another conflagration of emerald fire into the sky. The amazon was about to proclaim her victory in their little contest only for the first pulse of Spike’s release to slam into her. A scorching liquid heat flooded her inmost depths, sending her over the edge right after her draconic lover. The crowd erupted in wild cheers as the entire coliseum felt the heat of their grand finale.

“Oh, FUCK yeesssh~” The sapphire amazon’s vision went white as her toned stomach began to swell; the dragon’s potent essence denied escape by her constricting canal.

The flood steadily slowed to a stream and then finally a few dry throbs, mirroring the dragon’s inferno flickering down to smoke and embers. With an exhausted sigh, the drake went slack and let his newest conquest drop to the floor. Dash could only laugh a giddy giggle as the weight audibly sloshed within her, euphoria numbing her mind. With a loud pop, the knot came free along with a splash of viscous seed that painted their thighs pearl.

“Haaa~” The New Pegasus sighed as Spike withdrew completely, allowing her overfilled womb to drain. “That… was… awesome.”

“Hur hur.” The tyrian drake chuckled with a lazy thumbs-up.

“Could work on your stamina a bit.” Another Dash appeared beside the first, nude but far better composed. “But, yeah, dragon dick is top tier.”

“Seeing as you will be around for a bit…” A third stepped out from behind Spike and patted the first’s belly. “…I think I can put together a workout.”

“Thanks.” Spike nodded as he accepted an offered drink from a fourth pegasus. “Are you all...?”

“Cum-drunk here probably is.” The one lying beside the likely mother-to-be said. “The rest of us scrambled before the big finish.”

“No point in all four of us getting knocked up.” A Dash said candidly. “We don’t have a cushy job like Vanity but we can still herald the Empress with three.”

At the mention of the Enchantress, the Champion looked toward the table. Vanity was on her hooves applauding along with Dust and Gilda in their own ways. One of the duplicates took Spike’s claw in hand and raised it in a simple display of good sportsmanship. The other Dashes worked on bringing their incapacitated cohort back to the waking world.

“Bring her here, Spikey.” The indigo unicorn said over a mic. “I got just the fix for her.”

“Mind carrying her?” A Dash asked as she nudged the now mostly drained mare. “Still feeling the effects of you breaking me in half.”

“Mmhm.” The drake grunted as he reached down and hoisted the still dazed Herald up by her waist and threw her over his shoulder.

“Pfft! Oh my gosh! Ugh, me Spike. Me bring mare to sweep cave.” A prismatic pegasus choked on a laugh as she did her best primal impression. “Fucking barbarian, dude.”

“I’ve embraced it at this point.” Spike mused to himself as his ‘prize’ swatted his face with her tail. “Much more rewarding than being a knight and a lot more fun.”

“And here is our conquering hero!” Dust met the pair, mic still in hand. “Spike, how does victory taste? Dash, will you ever recover from being totally owned in front of all these ponies?”

“Sweet.” The Champion said simply he brushed past the washout.

“No shame in getting your ass kicked in the ring.” A sapphire amazon put an arm around her rival and guided her back to the table. “As for recovery, schooling you in hard knocks will do just fine.”

“Don’t promise me a good time.” The turquoise pegasus smirked expectantly.

“A stunning performance as usual, darling.” Vanity smiled as her lover and friend stopped at the demolished table. “Sorry for the damages, Dashes.”

“It’s just clouds.” A New Pegasus waved off her concerns. “Take about twenty seconds for one of us to fix it.”

“Good, ‘cuz we’re not.” Gilda huffed as she crossed her arms beneath her chest. “So, I guess we’re done here for the night?”

“Pretty much.” A duplicate shrugged as she gestured to the crowd filing out of the arena. “We got spare rooms in the barracks if you two want to get some sleep.”

“Appreciate the offer but Spike and I have to return to the palace.” Vanity shook her head as her horn ignited. “Bring her head over here, darling.”

Spike turned around and presented to the Enchantress. A glow of magic wafted over the limp pegasus, focusing on her forehead and midsection. A few moments later, the spell ended and Dash was roused.

“Ugh, thanks Van.” The prismatic amazon tapped on the dragon’s tail to signal for him to let her down. “Did anyone catch my clothes?”

“Right here, ND.” Gilda tossed a neatly folded suit to her friend. “You might need some adjustments once you start showing.”

“Yeah…” Dash rubbed a hand over where the heat of Spike’s seed had settled. “Heh. Okay, Spike, you can say it just this once with my old name.”

“I came inside Rainbow Dash!” Spike planted his claws on his hips and grinned proudly.





High above the arena, unseen by all, a lone figure finished jotting down her own extensive observations. Seeing that she would not be gleaming anymore from the New Populace, the Imperial Dapifer Nightshade slid off the roof of the coliseum and spread her leathery wings. She enjoyed the sensation of freefall for a few moments before she leveled out and glided down to Canterlot below. The thestral weaved between the crystalline spires of the Enchantress’s wing of the palace before she banked toward the heart of the complex. A cool light broke the otherwise darkened edifice, illuminating a platform that she gracefully alighted on.

“Ah, that was fun.” Nightshade sighed as she trotted toward the glass doors leading inside. “Now let’s see if I’m expected.”

The bat-pony tried the door and smirked when it was unlocked. Inside was what she knew to be private quarters. A desk displayed maps and tomes concerning various theaters of conflict within and without the empire. A case contained medals and honors awarded before and after Eternal Night. A relatively spartan bed sat in a corner beside an armor stand which held the raiment and finned helm of a legion officer. In a side room, with light and steam wafting from under the door, the occupant of these quarters was taking a shower. The intruder smiled slyly as she set aside her notes and quietly undressed.

“I could use a bath.” The now nude Nightshade whispered as she crept into the bathroom. “So long as I have a stallion to towel off on.”

Inside the steamy room was the imposing winged shadow of a thestral stallion cast on the curtain of the shower. Whether by instinct or sharp ears, the silhouette tensed up and looked over straight at the sneaking bat-mare. The occupant’s broad shoulders relaxed as he let out an audible sigh.

“You really shouldn’t sneak into my room, Nightshade.” The thestral grumbled. “Might think you’re an assassin.”

“You shouldn’t leave your bay doors unlocked then, Commander.” The dapifer countered as she straightened up. “You got room for two in there?”

“I’m just about fin…” The Legion Commander trailed off as he realized she was interested in something else. “I guess I could use help with my back.”

“And something else, I’m sure.” Nightshade licked her lips as she pulled back the curtain and joined the larger stallion. “Be honest, you were hoping I would stop by, Knight.”

“I was but after I had a chance to freshen up.” The Night-Captain turned Legion Commander kept his back to her as he passed a bottle of wash over his shoulder. “We had another border skirmish with Gryphondom. Nothing serious but it is a sign of current relations.”

“Do those idiots really think they have a chance?” The bat-mare lathered up her bountiful bosom and began gently rubbing herself up and down his back. “Stars above, you’re tense.”

“Just stress is all.” Knight said simply even as he felt her silky-smooth fur against his. “What about you? Judging from the explosions and roaring I heard, I assume Empress Moon’s New Populace has gained a member.”

“Almost a certainty.” The steward nodded with a coy grin. “I must say, watching those two got at it and then ‘go at it’... mmhmm!”

“Fine line between a scientific observer and debased voyeur, Nightshade.” The Commander deadpanned. “You must be a master at writing one handed by now.”

“I know and I am!” The bat-mare admitted unashamedly as she wrapped an arm around his waist and drummed her fingers against his chiseled abs. “But just because I enjoy my work doesn’t mean I'm bad at it; I’ve made some interesting discoveries.”

“Such as?” Knight prompted her to elaborate.

Nightshade explained that each member of the New Populace has displayed a unique ability such as Vanity’s crystalline magic or Nightbolt’s duplication. This initially led her to believe that tantibi could be categorized based on that; titans, elementals, legions and the like. After the bout between the Champion and Herald, however, her amended theory was that while each tantibus could fall into one of those board archetypes, they were much more unique.

“I think that each tantibus is a common ‘blank slate’ until they enter our dreams.” The steward said as she traced a line up to the Commander’s pectorals. “They cause the fear that they in turn feed on until, after sufficient time, they learn more about what makes us tick.”

“So we shape them as they shape us.” Knight concluded with a mix of awe and disgust. “So, if I’m following you, to be truly benighted you have to be matched with your personal demon.”

“See? You can use your head for more than war.” Nightshade smirked as she brought her other hand up to his rear. “But the Empress is right about the caveats: one has to be of a certain strength and so does the tantibus. Otherwise we run the risk of nothing happening or creating one of… those things.”

“Still, you should report your findings to Empress Moon.” Knight said pointedly. “If you are right, we can expand the pool of candidates for the New Population.

“I plan to after this.” The plum maned dapifer said brightly. “But on the topic of populations, you’re still worried about the old one, right.”

“That being us, yes.” The bat-stallion nodded solemnly. “Attrition is becoming an issue; food is dwindling to famine, we feel every loss in a battle and more and more of us are becoming Umbrals.”

“Is that really such a bad thing?” The thestral mare asked as her hand began to travel south while the other entangled itself in his tail. “You took to it rather well.”

“With time and great, ongoing effort.” Knight almost snarled as he turned to face her, his glowing golden eyes meeting hers. “The rest only fight, feast and fuck. Little better than wild beasts.”

“A fair point, Commander.” Nightshade acquiesced as she pressed her bust against him again and gingerly reached for his stirring stallionhood. “I may have a solution but we will have to discuss it with Her Eminence.”

“Do tell?” The Umbral stallion bared his fangs in a grunt as he felt her fingers guided him between her legs.

“I will…” The sultry bat-mare gasped as she felt him press into her. “…afterwards.”
> Once Bitten
> --------------------------------------------------------------------------

The soft glow of ethereal blue flames illuminated the private chambers of Empress Nightmare Moon. The very air held a chill that went beyond the Long Winter; a sign of the Dark Alicorn’s insidious influence beyond the various lunar iconography. A geo-map, pilfered from the ruins of the Castle of Friendship and made to serve imperial interests, sat in the middle of the room surrounded by reports and manifests and a throne perfect for scheming and brooding. The tall chair currently sat empty as owner was more focused on the royal bed and the bare-chested stallion lying supine in it.

“My, what is this vision of beauty that stands before me?” A voice as cool and level as a frozen lake called out from the silken sheet and downy pillows.

“One to be adored and worshipped, my dear.” Empress Nightmare Moon smiled slyly as she slid off her robe and let it cascade off of her lithe frame.

She clasped her hands behind her head and stuck out a hip to allow her guest to admire her in full. From her magnificent indigo peaked mounds to her ample dappled rump, she had every right to demand devotion from her subjects. His unreflective eyes drank in every dark curve and sensuous swell of her immortal body, his rapt attention stoking a heat deep within her core.

“Your comparisons to a goddess are no idle boast.” The stallion said as a slight flush appeared over his pale coat.

“There is no comparison.” Moon correctly coyly as she crawled into the bed like an oversized feline. “Come, taste of my delights and find out for yourself.”

The pallid stallion allowed a ghost of a smile to cross his lips as they embraced. Her fingers intertwined with his black mane as he captured her lips with his. The midnight mare moaned into his mouth as she felt his hands rub the spot between her wings, allowing his tongue to dart in. Minding her fangs, they battled back and forth for dominance while her bedmate’s other hand found her crescents. Moon eventually, almost reluctantly, broke the kiss while leaving a thin string connecting their lips. Tittering slightly, the Empress shifted herself forward and enveloped her lover’s head in her voluminous cleavage.

“Do you approve?” The Usurper cooed as she shook herself from side to side. “Or has that silver tongue failed you at last?”

The stallion made his approval known with a playful spank of her cutie marks. Moon yelped in surprise and lightly swatted his hand with her tail. As much as she enjoyed the foreplay, the heat in her core demanded attention. Getting to her knees, the Empress released her lover from her hold and sat back on his legs. He smiled up at her as her long horn ignited and a cobalt glow enveloped his belt. She had just unfastened it and was about free his no doubt impressive stallionhood when she paused. Through the fog of lust and excitement, a simple yet infuriating fact surfaced: 

She knew this was an imposter. 

With an irritated nicker, Moon ignited her horn again. A tendril of magic leapt from the Empress’ horn and latched onto the confused stallion’s head. The black mane and ashen coat burned away in an emerald flame, exposing the smooth chitin and gossamer membrane of a changeling. The Hive Queen stared wide-eyed at the now frowning Nightmare, feeling very much like a fly caught by a spider.

“Was it something I said?” Chrysalis asked defensively. “I warned you stallions are tricky.”

“The mannerisms are off; less romantic, more stoic.” Moon grumbled as she climbed off the bed bug and picked up her robe. “Also, you forgot the beard.”

“Well, in my defense, I’ve only met our silent partner once and it nearly killed me.” The changeling matron wrapped herself in a blanket as the shapeshifting had destroyed her clothes.

Moon just rolled her eyes and sighed as she trotted past the geo-map and out onto her balcony to clear her head. The brisk winter air and sight of her starry night cooled her body and temper but the frustration of unfulfilled desire lingered. She looked out over her world of Eternal Night on the off chance she would see some sign of the enigmatic stallion. Flights of thestrals and pegasi crossed the skies while equines labored to build new settlements amongst the ruins of Old Equestria. Colossal tantibi continued to roam the wilds, enjoying the waking world before they inevitably returned to the Realm of Nightmares.

“Cold, dark but gentle.” The enthroned God-Empress thought with a peaceful sigh. “It is truly a gift but some are less than grateful.”

Moon shifted her gaze eastward where the glow of her baleful satellite dipped illuminated the horizon. After the recent bouts of ‘aggressive diplomacy’ with the age-old rival of Gryphondom and their allies, the Dark Alicorn decided that a display of her unfathomable power was in order. The appearance of the pale heavenly body over their lands should be enough prove to the belligerent hybrids who wielded the bigger stick.

“If not, the annihilation of a city should suffice. Something of cultural significance, I think.” The tenebrous tyrant mused. “Stubborn pride is almost as irksome as desperate hope.”

She also knew that the movement of the once omnipresent moon would spread rumors that the sun would rise again. In a way, it had as the Usurper’s teal eyes were drawn toward a certain part of the night sky. Almost directly above her where her moon once shone was an absence of stars; a perfect circle of void. Astronomers who even noticed the phenomena would claim it was merely a permutation of the Null Constellation but Moon knew better. She could feel the chilly air grow slightly warmer and her godlike power diminish if only by a trivial amount. The Empress of Benighted Equestria frowned as she stared up at the remnants of sun. While its light had been snuffed, the Alicorn knew that something as well as somepony still smoldered within the dying celestial body.

“Now, that thrice damned foal Sparkle endeavors to rekindle it.” The Empress turned away from her sky and returned indoors, her mind cleared and focused once more. “A futile but bothersome effort. Still, I will not make the mistake of underestimating her again.”

Based on what her Champion and Herald had reported, it appeared that the former Princess of Magic planned to use the capture sunlight recovered from Cloudsdale as well as other esoteric equipment to bring light back to Equestria. How exactly the bookish mare would accomplish this was unknown to all, however. Reigniting the sun was not as simple as setting a spark to kindling and even if it was, the preparations both material and magical would be spotted by even her most obstinate of spies.

“She would need concealment beyond hideaways and piecemeal operations.” Moon rubbed her chin as she configured the geo-map to show identified, destroyed and possible light dweller havens. “A way to remain hidden from all perception…”

“Tea?” Chrysalis offered as she approached with a tray and cups having helped herself while the Alicorn was pontificating. “Black, right.”

“Thank you.” The Alicorn nodded as she took the drink and enjoyed its aroma. “I thought you had left.”

“You might have wanted to try again.” The Matron shrugged before her expression grew serious. “And there is something I would like to discuss.”

“Oh?” Moon arched an eyebrow as she took a small sip. “And what would that be.”

“Shining.” Chrysalis sat her cup down and picked up a collection of notes from the map. “I couldn’t help but browse and this says that anypony can be benighted if they’re matched with a specific type of tantibus. Particularly if they're willing.”

“Mind where you stick your nose, vassal.” The Empress warned. “But, yes. Under ideal conditions, your pet can become a New Unicorn. I assume this is what you want.”

“It is.” The changeling nodded. “I’ve had many lovers in my time but he really is… special. You know what I mean?”

“Aw, the bug is in love.” Moon hid a cruel smile behind her cup. “I had considered elevating Armor but after spending months being her plaything, the results may be… interesting.”

“Hmm.” The Dark Alicorn hummed thoughtfully. “I suppose it can be arranged but you will have to wait as you are not the only one to make such a request.”

“Thank you, your highness.” Chrysalis bowed her head genuinely. “He really is-!”

The Hive Queen suddenly perked up as her ears twitched in response to an unheard noise. A faint glow enveloped her gnarled horn as she held a hand to her temple to concentrate. A grainy image appeared over the geo-map followed by what sounded like something speaking through a wall.

“One of my drones has something.” The changeling matron explained past gritted teeth. “Just give me a moment to tune… there we go.”

“Mo-*static* -ave- *crackle* -ear me now?” A drone’s point of view of a forest came into focus. “There you are. Got eyes on potential high value targets.”

The image blurred as the observer silently shifted position and found a concealed vantage point. From the thick foliage of the Everfree, it looked down on a dilapidated dwelling that had been overtaken by the forest. The door had been broken down and faint glimpses of movement could be seen within. After a few moments of silence, four figures emerged from the ruin and began sneaking from cover to cover. A pair of earth ponies led the way while a pegasus and hooded figure followed closely after. From the blonde ponytail and worn stetson to the flowing rose mane and light gold coat, the Mare-in-the-Moon knew two of them well.

“Well, surprise, surprise.” Moon’s face split into a fiendish grin. “Where are they?”

“The outskirts of the Ponyville ruins.” The drone reported. “On the road leading into the old apple plantation.”

“The bumpkin and recluse have come home.” Chrysalis matched her mistress’s smile. “Can you intercept them?”

“Uhh… I’m alone.” The scout said hesitantly. “That big red hulk looks like he could fold me in half.”

“I will dispatch a team to take care of this rabble.” The Empress interjected. “Continue to monitor them but stay out of sight.”        

“Rodger that.” The changeling brought up a hand in salute before the view began to fade. “Going dark now.”

“What could they be after?” The Hive Matron asked after severing the connection. “There is nothing in Ponyville but ghosts and shadows. Even scavengers have abandoned it.”

“We thought the same with Cloudsdale.” The God-Empress tapped where the polis once floated on the map. “We will have to ask the mares once we have them.”

“Oh, of course.” Chrysalis fought the urge to roll her eyes. “What about the stallion and stranger?”

“Does it matter?” Moon wave a hand dismissively as she nursed her tea. “The Element Bearers are the priority but if we capture all four, then all the better.”





“Oooh~ Spikey~” Vanity moaned as her lover groped her swollen breasts and teased her aching peaks with his claws. “Not too hard~ It doesn’t take much~”

The Champion’s ministrations were rewarded with a pearly spray that filled awaiting jars. Spike let out a low rumble as his nostrils were filled with the sweet scent of the Enchantress’s milk and arousal. While both of them knew of machines and spells that could alleviate the lactating mother-to-be’s discomfort, neither of them would dare miss the chance to indulge in niche eroticism. The same could be said for two of the four that made up the newest member of the New Dragon’s growing horde.

“Need some help there, daddy?” Nightbolt Dash pointed to Spike’s drakehood as it emerged from between Vanity’s thighs. “Shouldn’t let Van have all the fun.”

“Oh, this is plenty fun.” The dragon thought as he enjoyed the feeling of supple flesh in his claws. “But if she wants to double it…”

“Hrm.” Spike grinned wolfishly as he used his legs to spread the unicorn’s to give the New Pegasus access.

Licking her lips, Dash slid on her knees to the lovers. She was treated to the familiar but no less enticing sight of Spike’s virility twitching before her muzzle. The sapphire speedster also noticed that it was slick with, not pre, but Vanity’s own nectar as she grinded her glistening nethers against it. The Herald hiked up her shirt and let her breasts bounce free before trapping the slick drakehood between them.

"Oh, yeah!" Jets of steam shot out from the Champion's nostrils as the prismatic pegasus slid her mounds along his length while kissing the tip on the downstroke. "That's the good stuff!"

“Oh! How forward!” Vanity gasped dramatically at the unexpected threesome. “I think your pregnancy has made you adventurous, Dash.”

“Heh, we could tell you stories about the academy.” The other Herald chuckled as she sealed another jar of precious milk. “I’m surprised this stuff isn’t purple. How do you think it tastes? I’m better blueberry.”

“Hmm.” The drake’s tongue snaked out and lapped up a sample from the cooing indigo unicorn. “Vanilla.”

“Only the sweetest.” The indigo mare smiled as she pulled Spike down and stole a kiss. “On that matter, have you considered adding pineapples to your diet?”

“Those are a little hard to come by these nights.” Spike mused to himself. “As are most fruits and vegetables now that I think about it.” 

“I’d prefer regular apples.” The standing Dash added with a shrug. “So, can we expect the same treatment once this one swells up like a c- OW!”

“Never liken a mare to a farm animal.” The dragon thought as a crystal block slugged the impudent New Pegasus in the arm. “No matter how adept a comparison.”

“You’re not even showing yet, darling.” Vanity glared at her friend. “Enjoy that figure while you can.”

“Yeah, guess I deserve that.” Dash grinned sheepishly as she pulled away from the totem. “I tell you what, I’ll put together a routine to work off any flab and stretch marks baby Spikey leaves us.”

“That…” The New Pegasus flinched away as the Enchantress seemed ready to punish her insinuation again. “…sounds delightful. Thank you.”

“What are friends for?” The sapphire pegasus smiled as she squeezed her breasts together with one arm while her free hand reached between her legs. “Which reminds me, Spike, I’ve arranged a little training session with you and the other Shadowbolts.”

“Is that an invite for another match?” The Champion thought before dismissing it.

“Hrm?” The tyrian drake arched an eyeridge as he detected no secondary motives.

“Don’t take this the wrong way but you- ugh! -rely far too much on your strength and toughness.” The Captain of the Elites criticized after gasping as her fingers found her sweet spot. “Gotta work on your dexterity and… endurance.”

“Ah, there it is.” The Champion noted the slight smirk at the end. “She has a point though.”

“Hmm.” The dragon nodded as Vanity slowed to a trickle and then a few drops. “Better?”

“Ahh~ much.” The gravid Enchantress sighed as she picked up a towel. “I hope our not-so-little bundle of joy has an appetite.”

“If they’re anything like their father, that won’t be an issue.” A voice said from the darkened doorway.

“Oh, hey…” Dash made herself decent as a thestral mare stepped out from the shadows along with an imposing Umbral stallion. “… you?”

“Nightshade.” The dapifer introduced herself with a short bow. “I was present when you were benighted, Herald.”

“Oh, yeah.” The sapphire pegasus snapped her wet fingers as her memory was refreshed. “I thought that rack looked familiar.”

“Dashie, manners.” Vanity scolded even as the bat-mare manually jiggled herself teasingly. “A pleasant night to you and your colleague.”

“Commander.” Spike beat a fist against his chest in salute which the officer acknowledged with a nod. “Welcome.”

“So, is this a social call?” The other Dash asked as she looked over Moon’s first followers.

“One night, it will be.” Nightshade aimed a wink had Spike who reciprocated. “Empress Moon calls upon her Herald and Champion; there has been another sighting of Element Bearers.”

“Oh, really?” The prismatic pegasus’ ears pricked up. “Who?”

“A small team spotted near Ponyville.” The steward checked her clipboard before she answered. “Applejack, Fluttershy, Big McIntosh and an unknown.”

“Well, well, well!” Spike felt his inner beast stir as many old fantasies involving the two mares filled his mind. “The country belle and quiet bombshell.”

“You two will intercept the interlopers.” Knight said plainly. “I will provide support.”

“No legionnaires?” Dash asked with a raised eyebrow.

“They are needed in the east along with the Stratofortress.” The bat-stallion elaborated in a level tone. “At the risk of sounding overconfident, the four of us should be more than enough.”

“Just three; this one has a baby on board.” Dash corrected as the expectant Nightbolt got to her hooves. “No airships this time so you should be fine, Spikey.”

“Hur hur.” The drake laughed mirthlessly.

“Do be careful, darlings.” Vanity warned. “The Apples are a feisty bushel and Fluttershy is not to be underestimated.”

“Hey, Spike could handle me.” The remaining Dash winked as she helped the Enchantress to her hooves. “AJ and BM can’t fly and you just need to avoid eye contact with Shy.”

“Be back soon.” Spike rumbled in farewell as he kissed the unicorn while grabbing a clawful of the Herald’s callipygian rear.

Once more, the Champion followed the dapifer out in the halls with Dash trotting by his side with hands in her pockets. Knight brought up the rear, a paragon of military precision and diligence. The Herald looked over her shoulder at him and slowed her pace to join the taciturn thestral.

“So, any particular reason you’re joining us, big guy?” She asked casually.

“We have a particular interest in Fluttershy.” The Commander answered evenly. “We being the thestrals.”

“Correct me if I’m wrong but there was an incident some time ago where Sparkle transformed her into one of us.” Nightshade added and continued when no one objected. “I believe that makes her a prime candidate for a New Thestral perhaps even a Matriarch.”

“Are they calling dibs?” Spike thought.

“You know, I got three other mes available.” Dash pointed out with a frown. “You could just ask if you need a pegasus to turn into a negasus.”

“Appreciate the offer, Herald, but one of you is already out on leave.” The Commander gestured at the Champion. “Effectively halving your power would compromise your ability to do your duty.”

“Uh huh, sure.” The New Pegasus clearly believed there was a more aesthetic reason as she crossed her arms over her chest and sulked. “Stupid sexy shy.”

“I see the nipple-leon complex still lingers.” Spike suppressed a laugh at her expense.

“Oh, in case you’re thinking it Champion, Fluttershy would not be exclusive to us.” The plum maned mare gave him a knowing look. “If you want to take a walk on the dark-er side, we won’t stop you.”

“Spikey here already has a pegasus.” Dash gave the drake a love tap on his arm. “You’re more interested in AJ and her apples, aren’t you?”

“Fluttershy and Applejack; the Tits versus Ass question made manifest.” Spike pondered over that very question before the simple answer came to him.

“Why not both?” He asked rhetorically which just earned another sulky pout from the Herald.





Within the untamed wilderness of the Everfree, four equines stealthily made their way up an overgrown trail. The woods were perilous and filled with dangers beyond hungry predators. The risk of being spotted and captured by imperial forces hung over each of them like an omen. So many friends and family members had suffered such a fate that hope was a dying ember for those that remained. That was why beyond material objectives this tiny group had to succeed; to prove that the resistance still had fight in it and not all was lost.

“And we can save those who were.” A pale gold pegasus enveloped in the earth tones of a dull green turtleneck and black leggings thought as she clutched a medical box to her chest.

A strange sense of familiarity settled over the four as they passed certain landmarks that the wilderness had reclaimed. Gradually, the Everfree began to thin until it abruptly stopped. Taking cover in a few scraggly bushes, the group looked out over a scene of desolation.

“Sweet Apple Acers.” An earth-bound mare decked out in red flannel, worn jeans and chaps and along duster hid her misty eyes in the shadow of her stetson hat. 

“Eeyup.” A stoic stallion clad in a fashion similar to his sister only with a backpack in place of a hat shared her sentiment.

The once prosperous farmstead had been reduced to ruin. The fertile fields churned up into a muddy mire while the lush orchards appeared to have been uprooted save for a few gnarly Everfree vanguards. Across the wastes, the homestead had been demolished leaving the old red barn as the sole reminder of what once was.

“It survived tornadoes, parasprites and vampire fruit bats.” The pegasus said as she placed a gentle hand on her friend’s shoulder. “Look there. If those trees can grow then the soil must still be fertile. We can rebuild Applejack.”

“’Preciate that, Shy.” The blonde farmer clasped her hand over the kind mare’s and offered a thankful smile. “What do you think, Big Mac?”

“Ah reckon the imps knocked down the house.” McIntosh surveyed his former home, his vocabulary expanding as his temper smoldered. “Surprised they didn’t salt the fields after tearin’ up everything.”

“I fear this was not one of their fell deeds.” The hooded member of their party said knowingly. “Your orchards now serve darker needs.”

She extended a staff festooned with various trinkets and charms and pointed across the wastes to the barn. An eerie teal light shone out from the venerable outbuilding, rising and falling in intensity in a steady rhythm. There was no doubt in their minds that what they sought lurked inside.

“Are you sure, Zecora?” Fluttershy asked nervously to which the zebra nodded grimly.

“Like rats in the silos.” The gamboge mare nickered as she loosened the lasso by her side. “Alright, everypony. We got work to do.”

Their goal was to capture of one of the many eclectic denizens of the Everfree. In the grand scheme of things, a hunt for wild animals would be a much lower priority for the Heroines and their friends but Princess Sparkle was adamant in their importance. In a rare address to the leaders of the struggling resistance, the Alicorn had presented what she had been working on in near seclusion for months; a device capable of not only restoring the day but exorcising the dream demons from their corrupted friends.

“She called it the 'Sunmaker'. Almost sounds like a doomsday weapon from one of Dash’s comics.” The yellow pegasus thought as they broke cover and advanced through the mire. “Applejack said she didn’t like putting all our eggs in one basket like that. I kind of agree.”

Before her terrible change in allegiance, Dash had provided most of the needed components but the project required one last thing before it could proceed into its final stages; the essence of a tantibus. Normally, confronting one of the fiends directly would be futile but the ever-studious Princess of Magic had learned much about the invaders during her studies. Even with the benefits of Eternal Night, the tantibi could only exist in the waking world for a limited period of time before they faded back into the Dreamworld. For a more permanent stay, they required a host and she had identified one that had found a home in a pack of timberwolves.

“Twilight said she thinks this one is the prime mover behind the Everfree’s expansion.” Fluttershy glanced back at the forest and thought she saw a flash of movement among the tree. “Stopping it might also halt the spread or at least slow it down.”

After a few close calls with deep mud and the odd flight of nocturnal creatures, the group reached the homestead. As they drew closer to the baleful barn, they could feel the air gain a preternatural chill beyond that of the Long Winter. A low, droning hum emanated from the dilapidated structure along with the unmistakable sound of breathing. By the time they reached the doors, a fetid stench like the combination of rot and wet dog made the fur on the back of their necks stand on end. Ignoring the instinctual sense of danger, Applejack pressed against the barn doors and peeked through a hole.

“How many, AJ?” Her brother whispered.

“Hard to tell; they really gutted the place.” She whispered back as she waited for the glow to die down. “Ah think they’re sleeping in a pile or… oh.”

“I fear the timberwolves have numbers we may not have accounted for.” Zecora shifted uneasily when she noticed the farmer stiffen up in surprise. “Surely there must be scores or more.”

“Nnope.” Applejack shook her head as she stepped away. “Just one. A lumberwolf alpha.”

“The pack would not remain a king unless it values the strength it may bring.” The witch doctor frowned. “This must be the work of the fiend most vile yet, honest Applejack, why do you smile?”

“’Cuz this means we outnumber it now.” The blonde mare grinned. “Come on, I’ve seen a rock take these varmints down. We can do this.”

Their original plan was to draw out the pack and lure them into a trap. With them ensnared, one could be picked off and the necessary essence drawn out of it with the tools recovered from the cottage. The fact that they were now dealing with one massive beast made an already dangerous plan even more so but did not change it overall.

“So, should we draw straws to see who gets to be the bait?” The gamboge earth pony asked with a grimace.

“You may not think it but I am quite spry.” Zecora reached into her cloak and produced a glass vile containing a yellow liquid that seemed to churn of its own volition. “And with this potion, I can almost fly.”

“Well, alright then.” Applejack doffed her hat respectfully. “Ah’ll get in the hayloft. Big Mac and ‘Shy? Set up ‘tween those two trees. Let me know when yer ready.”

“Eeyup.” The red stallion nodded. “Y’all be careful now. ‘Specially you, Zecora.”

The zebra smiled gratefully and shed her cloak, revealing that she had elected to wear little beyond her rings and wraps around her waist and chest. The Apple siblings were about to ask several questions but realized that the witch doctor would probably answer most of them with ‘brewed a potion’. Leaving Zecora to limber up, the farmer and caretaker set back out into the mire while Applejack found the cable and winch that lead up to the hayloft. Fluttershy glanced back as she heard a rapid series of clicks carry the honest mare up to her vantage point which ended with an alarming thud. The hunters froze as a loud yet sleepy growl emanated from within the barn but nothing more. Letting out a sigh of relief, the kindly pegasus followed after the red draft stallion until they reach a pair of gnarled trees.

“Alright, ‘Shy. We need snares for its legs and a net for the body.” McIntosh instructed as he uncoiled lengths of cable from his pack. “We’ll use the trees as springs; they look sturdy enough.”

“Got it.” Fluttershy nodded as she set down the metal box and took up the cable. “Um, are you sure we should be doing this in the open?”

“Ah thought the same but the imps are busy with the griffons out east.” The eldest Apple explained as he pointed to the moonless sky above. “They ain’t looking for us right now so this is as good a chance as any.”

“I wonder if Twilight had anything to do with that.” The pale gold pegasus briefly thought of her friend’s more underhanded political abilities but decided it would be better to focus.

With the combined experiences and skills of the animal caretaker and yeostallion, the two bent the trees into a bow and concealed a system of cables and weights in the mud and foliage. McIntosh tested the tension of a key anchor before standing up with a proud smile on his face.

“You have a skilled hand, ‘Shy.” He praised genuinely. “Ah take it you’ve done this before.”

“Sometimes, yes.” The kindly mare nodded as she blushed slightly. “But never on something that big.”

“It’ll work, miss.” McIntosh assured her. “Now, ah recommend you find yourself a good hiding spot and be ready when that thing comes. Ah got to get up in that tree to act as the counterweight.”

“Oh, let me help.” Fluttershy wrapped her arms around his trunk of a torso and flapped her wings.

“Mighty kind of you to offer but- whoa!” The red stallion was surprised to see his hooves leave the ground.

“Heavy!” The demur Pegasus instantly regretted her offer but dared not show her strain. “He’s all toned, sweaty, hunky muscle, of course he’s heavy!”

Just as it felt like her wings would give out, McIntosh touched down in the boughs of one of the trees. Despite her best efforts, the pale gold mare gasped for breath as the effort took its toll. The eldest Apple indicated a branch she could rest on which she took gratefully.

“Wish ah had wings like yours.” He said with a small smile. “Weak flier, my eye.”

“I am better than I used to be but I still prefer trotting.” Fluttershy knew he was being polite but still appreciated it. “Dash gave me a regiment to use before she… you know.”

“We’ll get that hard head back, miss.” McIntosh reached out and placed a reassuring hand on her shoulder. “We’ll save them all.”

“Will we?” The errant thought passed through her mind like chill and left just as quickly. “No! Don’t think like that.”

As ready as they were going to be, the red stallion waved to his sister while Fluttershy flew back down to take cover behind a rock. The honest farmer readied her lasso while the mohawked mare popped the stopper of her potion and downed it like a shot. After giving it a few moments to take effect, the zebra hefted her staff and began beating it against the doors while chanting something at the top of her lungs.

“Hope nothing else hears that.” Fluttershy cringed as the noise shattered the otherwise silent night.

The ethereal glow intensified as one teal snapped open within the mass of sylvan debris. A deep, throaty noise akin to a growl and falling foliage shook the barn as the beast awakened. Still sluggish from slumber, the lumberwolf slowly got to all fours and moved toward the disturbance. With a swipe of a mighty wooden paw, it tore the doors off their hinges and stepped out into the starlight.

“Sweet Sun above!” The hidden pegasus gasped as she beheld the monster in full.

Like most timberwolves, the fiend was an amalgamation of various trees arranged in a quadrupedal form. This specimen, however, consisted of mostly apple trees, painted wood from the barn and various farm equipment embedded in its massive body. In addition, most likely as a result of being the host of a tantibus, the normally lean lupine frame was built up more akin to an equine with strange glowing crystals jutting out from its shoulders and haunches. The abomination that had been Sweet Apple Acers glared down at the solitary zebra that had dared disturb its slumber, fangs of hardened amber bared in a snarl.

“Oh, did I wake the overgrown matchstick?” Zecora said rapidly as she turned around and slapped her striped rear tauntingly. “It’s hard to be stealthy when you’re this thick.”

“Wha-?” Both Applejack and the behemoth shared a confused expression before the creature let out an enraged howl.

Just before it lunged at the cheeky zebra, the blonde farmer slung her lasso out over the lupine snout. She pulled it taught and snapped the jaws close just a hairs breadth from the witch doctor's tail. The beast barely had time to register what had happened when the earth pony leapt from her hiding spot and landed just behind its head.

“Start runnin’ sugarcube!” She called out as she straddled the thrashing thing and hastily tied the lasso into a crude rein.

Zecora did not need to be told twice as she broke into a full sprint away from the barn. Seeing its first target flee, the fiend pursued with its ‘attacker’ forgotten. While her potion afforded the zebra speed that would make some pegasi jealous, the lumberwolf was not as slow as its name and size implied. It was all Applejack could do to use her rein and thighs to throw off her mount’s aim and spare the witch doctor from being trampled. After nearly being overtaken by the juggernaut, the striped equine suddenly took a sharp turn toward the pair of conspicuously bent trees. The beast slid in the mire as it tried to keep on its prey’s trail, nearly bucking its passenger in the process.

“Ready or not, Big Mac, here we come!” The younger sibling righted herself as they entered the home stretch.

Feeling the beast’s rancid breath on her neck, Zecora slowed her pace just enough to bait out one last lunge from the corrupted amalgamation. For a single harrowing moment, the witch doctor was within reach of the fiend’s claws. A flash of nightmare tainted amber brought streaks of crimson against her black-and-white coat, shredding her simple clothes and sending her sprawling.

“NOW!” McIntosh yelled as the abomination closed for the kill.

With his boundless strength, the red stallion jumped from his perch and pulled a cable behind him. The bowed trees snapped back into place, a web of cables between them. Simultaneously, Fluttershy took to their air dragging a line of tripwires behind her. The snares wrapped around the behemoths paws and held them fast while the net became entangled in the mess of branches and limbs. With a strained howl, the lumberwolf collapsed on its side as the pair of trees anchored it in place. The moment of confusion quickly morphed into rage as the beast struggled to free itself. It was then that the yellow Pegasus suddenly dropped into view and planted her hands on its muzzle.

“STOP!” Fluttershy commanded with her eyes wide and hard with the infamous Stare. 

The warped creature instantly froze as its teal glow gained a greenish hue. The kindly mare maintained her glare even as something not of the waking world stared right back. She then began gently stroking the wooden wolf’s snout, her tender touch reaching the ultimately animal mind within the monster.

“Calm down, please.” The pegasus said sweetly and gently. “I’m sorry we hurt you but we need to help you.”

“Keep it up, ‘Shy.” McIntosh whispered words of encouragement as he rushed to Zecora after tying down his trap. “Don’t move. You’re bleedin’.”

“I don’t have time to bleed.” The witch doctor groaned as she used her staff to pull herself up onto her knees. “Tis but a scratch; there really is no need…”

She trailed off as the stallion consciously averted his eyes. The zebra looked down to see that mud was the only thing preserving her dignity. The burly farmer coughed politely as he took off his duster and passed it to her without making eye contact.

“Such a gentle stallion.” Zecora smiled as she slid on the oversized coat, wincing slightly as it pressed against her back. “Let no one name you a rapscallion.”

“He really is.” Fluttershy thought even as a faint twinge of jealously fumed at the back of her mind.

“Eeyup.” McIntosh simply nodded before he looked back at their prize. “AJ?”

“Ah’m okay!” His sibling called out from one of the anchor trees. “Just- rgh –need ah hand."

The stallion and zebra, minding the still ensnared and entranced beast, moved past its paws to find their remaining partner. Applejack had apparently not leapt clear of the trap in time and had somehow ended up hanging in an awkward and somewhat compromising position. Zecora stifled her giggles as McIntosh worked out how to free his sister.

“Ah swear if ah had a bit fer every time this happens…” The gamboge mare grumbled. “Y’all alright?”

“The beast scored a lucky hit but I’ll live.” The zebra waved off her concern. “It’s the despoliation of my staff that I can’t forgive.”

She shook the now mostly bare stick for effect. Applejack was about to offer to look for the no doubt vital charms and curios but between the mire, darkness and tight timeframe, it simply could not be done. Her brother meanwhile found the right knots and warned her of a sudden drop. The blonde farmer slipped free of her snare and landed on her hooves with a splash of mud.

“’Preciate it, Big Mac.” Applejack said after dusting herself off and retrieving her hat. “Now let’s get what we came for.”

“Quickly now.” Fluttershy advised. “He’s calm but aware.”

With the caretaker soothing the savage beast, the remaining three opened up the metal case and withdrew several surgery implements and a frightening long syringe. While axes, saws and prybars seemed more appropriate to operate on the sylvan abomination, a measure of precision was needed. Applejack split the wood over where the heart would have been while McIntosh held the incision open, spilling a viscous sanguine sap into the mud. Zecora then carefully guided the syringe in, murmuring warding mantras all the while as tiny otherworldly tendrils wrapped around the intrusion.

“How’s our patient, ‘Shy?” The orange mare asked as she noticed the lumberwolf was placid with its innards exposed. “Ah ain’t ever seen a critter take this kindly to the knife.”

“He’s… conflicted.” The pegasus narrowed her eyes in concern. “He’s confused, frightened and in pain but at the same time… enjoys it. Being tied down, c-cut open and… ridden by you, Applejack.”

“It almost knows her.” Fluttershy thought to herself as she doubted she could explain it to her friend. “Like it has does this with her before but how could it?”

“Er, beg your pardon?” The younger Apple looked from Fluttershy to the behemoth. “You sayin’ this thing is ah mass-kiss?”

“Masochist.” Her elder corrected. “Ah reckon’ that’s the dream parasite more than the lumberwolf.”

“Land sakes.” Applejack face palmed as she realized why the fiend had ignored her after she jumped on it. “Ah feel like ah need a shower now.”

“Oh, my.” The demur mare’s cheeks reddened on her friend’s behalf. “Naughty boy.”

*Clink*

“We’ve struck true.” Zecora announced as the needle reached the crystalline heart of the amalgamation. "Now to free this creature of this bad voodoo.”

Carefully pulling back on the plunger, the witch doctor began to extract a strange glowing teal substance. The tainted lumberwolf let out a mix of a low whine and growl as his internal glow began to dim. Fluttershy, her eyes teary from both maintaining the Stare and sympathy, began humming a soft lullaby to ease the beast’s pain. It was a small comfort, she knew, but she saw no reason for the sylvan wolf, monstrous it may be, to suffer.

“Hush now, quiet now.” She said gently. “You’ll be back home… oh, my.”

Where the nature spirit was in agony, the fiend corrupting it was on the edge of euphoria. The kindly animal keeper had enough experience with woodland creatures during certain times of the year to know what that entailed. Wood creaked and groaned, the beast began to pant rapidly and the guttering internal glow concentrated toward the back of the juggernaut. Fluttershy risked a glance at her friends to see that while McIntosh and Zecora were not in the line of fire, Applejack certainly was.

“Applejack!” The pegasus called out even as she broke the Stare. “Behind you!”

The blonde earth pony whirled around expecting to see foes sneaking up on her. Instead she saw why her friend had referred to the abomination as ‘he’. Two of the largest honeycrisp apples she had ever seen swung from a housing of chicken wire, branches and old linens. In front of the pendulous orbs, emerging from a loose sheath of leaves, was a stout length of lumber crisscrossed with veins of sap and a band of silo metal around the middle. At the end was a large stump that appeared to have had the roots trimmed off with an off-center knot hole, giving a flared head to the twitching battering ram.

“Ah, hell.” Applejack could only raise her hands as the wood erupted.

A deluge of ebony star-flecked equine-lupine virility slammed into the mare with the force of a breached dam, knocking her off her hooves. Zecora, McIntosh and Fluttershy shielded their muzzles as the air became thick with the heady sickly-sweet stench of corruption. The liquefied midnight flooded the fields just ahead of them and collected in a low spot, forming a modest pond. The lumberwolf let out a happy sounding noise before it went still, the last of its energy spent. The elder Apple stared at the mess for a few moments before he leapt to his hooves and sprinted toward the pool, steam already rising from it as the essence cooled in the frigid air.

“AJ!” McIntosh could not keep the panic from his voice as he trudged through the mud. “AJ, you okay?”

Applejack could barely hear his voice but dared not open her mouth to respond. A sweet and salty taste already lingered on her tongue and she could feel a wet, revolting heat soak her from ears to hooves. It was as if she was drowning in a slurry pit at the peak of summer. That warmth rapidly turned into a sluggish cool and then a freezing cold that felt like icicles being driven into her chest. The sense of weightlessness suddenly ended as she felt herself settle on something solid. A moment later, her head breached the surface of the morass allowing sight and sound to return to her.

“*cough-cough* Fak! Ah’m here! *cough*” The sodden pony sputtered as she desperately cleared the offending substances from her face. “Mac?”

“There you are.” His red face appeared over the edge of the depression she had been swept into along with Zecora’s and Fluttershy’s. “This really isn’t your night.”

“You hush!” Applejack snapped as she rolled off the rock she had landed on and stomped through the last of the flood as it evaporated or seeped into the now dark and sticky ground. “Get me a pack ah matches, there’s hell to pay now!”

“I don’t blame you but it won’t do any good.” McIntosh said as he offered a hand to help pull her out of the sink. “That was more than it could take; look.”

The fuming earth pony saw that the lumberwolf had gone dormant. The ethereal glow was gone and the body had collapsed completely into a pile of rubble. Seeing that the object of her wrath was more or less dead, Applejack settled for letting out a long line of colorful obscenities as they regrouped.

“I’m sorry, Applejack.” Fluttershy tried to wipe away some of the mess that clung to her only to flinch when she caught the blonde’s expression. “I should have-“

“I’m fine, Shy.” Her friend said curtly as she spat something into the mud with a grimace. “Just tell me we got what we needed.”

“Our pain and humiliation was not in vain.” The witch doctor said as she carefully transferred the syringes contents into a sealed flask. “We are one step closer to ending the Nightmare’s reign.”

A sudden shift in the wood pile cut off any celebration as the group instantly went on guard. Three pairs of green glowing eyes appeared within the debris and gazed out at the equines. From the remains of the lumberwolf emerged three considerably smaller versions. Sneering, Applejack reached down and picked up a hefty rock. She was about to lob it at the closest one when Fluttershy grabbed her arm with surprising strength.

“Wait!” The kindly Pegasus whispered urgently. “They are just timberpups.”

“Cute ones, too.” She mentally added less she only exacerbate the earth pony’s wrath.

The trio of juveniles looked at the equines with a wide-eyed innocence for a moment before one of them approached and dropped something from its mouth. After giving Applejack a hard look of discouragement, Fluttershy cautiously approached the sylvan hound and stooped down to retrieve the object. The rose-maned mare straightened up with the gift clasped to her chest and smiled at the timberpup whose leafy tail was wagging happily.

“You’re welcome.” She said sweetly.

That seemed to satisfy the small pack as they turned and bounded off into the mire and the Everfree beyond. Applejack’s shouldered slumped as she let the stone fall back into the mud. Her brother gingerly patted her on the back, mindful of her soiled clothes.

“I think this was a gift for freeing them.” Fluttershy explained as she rejoined them. “You two should have it.”

The Bearer of Kindness extended her hands and presented a shimmering golden apple. The sibling’s eyes widened as they beheld the near mythical fruit. Beyond the delicious taste and rumored ability to convey great power, their seeds could be planted anywhere from brackish bogs to rocky peaks. The catch, however, was that only one bountiful tree could grow within a considerable area and such a crop would inevitably attract covetous and envious attention.

“Between this and whatever we can salvage from the lumberwolf, we could bring back the Acers.” McIntosh said with uncharacteristic glee.

“Well, ain’t that a kick in the head.” Applejack managed a smile as she took the treasure. “Still have half a mind to torch the big one but this might make up for it.”

The honest farmer held up the apple to admire its luster against the night sky. Past the golden orb, she noticed a streak of light past the distant spires of Canterlot. Her first thought was that she had seen shooting star but as she focused on the movement, she discerned a prismatic contrail to could only belong to one New Pegasus.

“Rainbow Dash is makin’ rounds.” The blonde earth pony hurriedly pocketed the precious apple. “Time to go.”

“Have we been discovered?” Zecroa asked as she packed away the vial in the medicine case. “I had thought we had our approach covered.”

“Canterlot is right there and the lumberwolf was lit up like Hearth’s Warming.” The elder Apple mused aloud as he tracked the distant trail. “She probably just looked out a window.”

“Less talk, more hoof!” Applejack urged her fellows on. “We can lose her in the woods!”

With their objective and treasures secure, the group galloped through the wastes toward the tree line. Zecroa, still benefitting from the effects of her potion, reached the Everfree first followed by an airborne Fluttershy and a surprisingly swift Applejack not far behind. The blonde mare had just reached the cover of the forest when a wet squelch followed by a deep grunt of pain from the fields caused a weight of dread to drop in their stomachs. They turned back to see McIntosh had found a deep spot in the mire and sank up to his waist in the mud. He struggled to lift himself out but it was clear that unless he got help, he was stuck fast.

“Just go!” The big red pony shouted almost pleadingly. “I’ll catch up!”

The three hesitated at the treeline. They could hear the rush of air from Dash and see that she had company trailing in her wake. Fleeing now gave them the best chance to get the tantibus sample back to Sparkle but staying to save the big red stallion would all but guarantee a confrontation.

“Why am I even debating this?” Fluttershy reached her decision and flew back across the mire.

“Ah can’t leave my brother.” Her demur friend’s decisiveness stirred Applejack into action. “Don’t wait up, Zecroa. Get that damn thing to Twi!”

“With all due haste!” The zebra nodded as she sprinted into the darkness of the Everfree. “I will not this go to waste!”

Out in the treacherous bog, the kindly pegasus reached the stallion and worked on freeing him. The blonde earth pony rushed to their aid but was hampered by the mud and her own efforts to avoid sharing his predicament. McIntosh glanced over his shoulder to see the imperials were almost on top of them. 

“Leave me, you two!” He shouted as the yellow pegasus hooked her arms under his. “Save yourselves, I’ll be fine!”

“I almost got you!” She ignored him as she attempted to yank him out only for the mud to suck him back in. “Can you lean forward? Break the mud seal?”

Despite his continued protests, the big stallion complied. Using her legs and wings, the kindly caretaker put all she had into hoisting him up and out. Her efforts were rewarded with a disgusting squelching sound and the sense of the eldest Apple slipping free. As their center of gravity changed, the ground beneath her hooves slipped and the mare fell on her back. When McIntosh did not fall on top of her, she briefly wondered if she had accidentally catapulted him across the bog.

“Not too bad, ‘Shy.” An all too familiar voice said teasingly. “Good to see you’ve been doing those exercises I’ve showed you.”

Hovering in the air with McIntosh hanging by the cuff of his shirt was the pegasus they once knew as Rainbow Dash. Fluttershy scrambled to her hooves while McIntosh opted to rip himself free and drop back down sans shirt. The Herald smiled in licentious approval as the now bare chested stallion put himself between the two mares.

“Good to see you too, Big Sexy.” The sapphire speedster unashamedly looked over the well-built stallion’s physique. “And I thought Champ had atlas shoulders.”

“Nnope!” McIntosh made his disinterest clear as he searched for a way to escape.

“What, fit big titty tomcolts not your thing?” Dash struck a rather sensuous pose that accentuated her self-descriptor. “And I thought you were a stallion of culture.”

“First the timberwolf and now her?” Fluttershy thought as she checked behind her to see Applejack was now trying to sneak toward them. “Was is it about tantibi that make things horny?”

“Rainbow Dash, listen to me. We know this isn’t the real you.” The caretaker spoke up, her voice gentle but resolute as she tried to prevent the Herald from noticing her friend. “The tantibus is poisoning you. We can help you fight it.” 

“That’s really touching, ‘Shy. You’re going have me bawling like a foal any moment now.” The prismatic New Pegasus deadpanned as she wiped away an imaginary tear. “Oh, and it’s ‘Nightbolt Dash’ now.”

“No.” McIntosh nickered in disapproval.

“We’re still your friends.” Fluttershy insisted. “No matter what happens.”

“Friends don’t send friends on suicide missions like Twilight.” The Herald sneered before perking up. “But enough stalling; the boys are finally here.”

“Who?” The red stallion asked before something very large swooped over the mire.

Applejack had just crept close enough to catch their conversation when the ground in front of her erupted into a wall of flame. The blonde fell back and patted out errant embers before she saw a figure land hard amongst the blaze. Wreathed in fire like some demon from the Pits, the herculean frame of a dragon stomped out of the conflagration. Predatory teal eyes gazed down and met her bright greens.

“Howdy.” Spike gave the honest mare a toothy grin.

“GET OUT OF THERE, AJ!” McIntosh nearly screamed himself hoarse.

Applejack turned and took off in a dead sprint, it was all she could do in the face of such odds. The draconic Champion watched her flee for a few moments before he spread his powerful wings and pursued. It was plain to see he was looking forward to the hunt and feast that would surely follow.

“Have fun, Spikey.” Dash waved with a nasty smile. “I got these two.”

The eldest Apple realized his mistake in turning his back to the Herald a moment too late. Dash blitzed into him and planted a hoof between his shoulder blades, knocking him face first into the mud. The corrupted mare jumped off him only to drop right back down at an angle, driving him through the muck like a plow.

“Dash!” Fluttershy flew at the Herald with a speed and fury that surprised the both of them. “Off of him!”

“What the-?!” Dash attempted to jump clear of the charge only for McIntosh to make a blind grab at her leg and hold her in place.

The yellow pegasus tackled her fallen friend to the ground. Winded but otherwise unharmed, the Herald made to kick the caretaker off of her when she made eye contact. A profound feeling of guilt, shame and sorrow suddenly filled the prismatic Pegasus as hard cyan eyes bored into her glowing magenta ones. 

“I see you in there, Rainbow Dash.” The kindly mare thought as she caught fleeting glimpses of her old friend. “Come back to me, please.”

For a moment, the Element of Loyalty reached out for her friend. That moment was lost when a hand slapped over Fluttershy’s Stare and an arm wrapped around her neck.

“I apologize for this, Miss Shy.” The interloper said simply as he yanked the mare off the Herald and locked her in a chokehold. “But it is time to take a nap.”

Dash sat up and shook the lingering feelings of what once was out of her mind. In front of her, Commander Knight endured the frantic thrashing of the pegasus’s hooves, fists and wings. The sapphire mare rose to her hooves and cracked her knuckles, earning a disapproving look from the Umbral.

“Behind you.” She said as she gestured to the eldest Apple charging the Commander from behind.

Knight said nothing but launched himself into the air, taking an imperiled Fluttershy with him. McIntosh attempted to leap after him but only grazed his tail with his fingers. As the red farmer missed, he saw Dash rushing up to meet him with one fist primed and ready. In midair, the earth pony could only clench his jaw, tuck his chin and hope Applejack had gotten away before his vision exploded into stars and then merciful oblivion.

“Damn, country colt’s got an iron jaw.” The sapphire speedster winced as she stood over the prone and unmoving McIntosh. “Think I broke my hand.”

“Common earth ponies tend to be built robust.” Knight said as he dropped back down with a limp Fluttershy over his shoulder. “You should probably get some ice on that when we get back.”

“I’ll just rejoin me; that tends to fix the minor stuff.” Dash shrugged before looking back at the Everfree. “You see what happened to AJ and their friend?”

“The Champion is chasing them into the forest.” The thestral reported plainly. “I’m inclined to let him have his ‘fun’ but if he isn’t back within the hour, you should look for him.”

“Kinda hoping I could smack AJ around. Oh well.” The Herald looked down at the big red stallion and then the lithe yellow mare. “Trade ya.”

Knight gently passed the unconscious Fluttershy to Dash before working on getting McIntosh over his shoulder. The New Pegasus adjusted her old friend until she was carrying her bridal style. It was hard to explain but she felt the need to make the kindly caretaker as comfortable as possible. Perhaps it was a lingering effect of the Stare or just old habits of shielding the shy pony from trouble. Once the Commander had the eldest Apple ready to go, the two took to the air and flew back to Canterlot.

“Sorry to put you through this, ‘Shy.” Nightbolt whispered as she cradled the shivering mare closer to her. “But it’ll be worth it. You’ll see.”





“Look at that beanpole!” A mocking voice exclaimed. “A stiff breeze could snap it in two!”

“I know extensions when I see them!” A scathing sneer remarked. “That mane’s as fake as her breasts!”

“We know the shy filly is all an act!” Yet another jeered. “She’s a freak behind closed doors!”

Fluttershy did her best to ignore them as she trotted down a barren street through a facsimile of Ponyville. All around her, shadows of total strangers looked at her with a sickening mix of fascination, jealously and unwanted desire. Their thoughts echoed all around her, their voices blending together into a cacophony of noise. The kindly mare just wanted to leave; to fly back to her home and the simple love of her animals.

“No, I can’t just run and hide.” She reassured herself. “They just didn’t know me then.”

The dream shifted as she knew it would as it always did. The spectral equine gained features and faces she knew from the rowdy Berry Punch to the handsome McIntosh. The voices died down and eventually went silent as the lone pegasus felt herself become just part of the crowd. A soft sigh escaped her lips. This was an old dream that had long haunted her early years once she left Cloudsdale; a manifestation of her timidity in the face of other equines. In front of her now were the mares that had helped her overcome that debilitating fear for the most part. She trotted into the welcoming embrace of her friends and held them close, their warmth a missed comfort.

“Yew makin’ eyes at mah bruther?” Applejack’s thick drawl cut through her mind like a knife. “He dozn’t need ah skank like yew messin’ with ‘em.”

Fluttershy looked at the blonde in shock but she still wore the same welcoming smile. 

“Who does this ragamuffin think she is?” Rarity’s posh voice placed a lead weight in her stomach. “Trying to upstage moi? She would be nothing but a homely spinster without my talents of turning filth into art!”

“No! I never meant… too…” The Pegasus pleaded with the fashionista only to be greeted with the same brilliant smile.

“Weak, helpless, useless coward!” Dash’s coarse tone felt like sandpaper against her ears. “Why can’t she save her own damn self? She’ll be the death of all of us!”

“I’m sorry! I’m sorry!” Fluttershy felt tears welling in her eyes as the weathermare’s confident smirk remained unwavering. “I can change! Just don’t leave!”

The kindly caretaker wrapped her arms around her oldest friend and held her close. She felt cold and waxy like one of Rarity’s mannequins. The smile literally fell from Dash’s face as did her glassy eyes and faux mane. Fluttershy watched as other friends as well as the entire town fell apart around her; a crumbling facade of civility and manners revealing ugly truths just beneath. The whispers and rumors started up again, clearer and stronger than before.

“Pathetic! Fraud! Coward! Slut!” They became a mantra that forced the mare to her knees, hands clasped over her ears and panic written over her face. “Freak! Deviant! Parasite! Monster!”

“STOP IT!” Fluttershy screamed as she blindly lashed out.

Her fist connected with something and the voices suddenly went silent. She looked to see the shattered remains of Twilight give her a disappointed look before fading away. The pegasus sank back to her knees and wrapped her arms around herself, her breaths coming in shallow gasps. She refused to believe that was what her friends really thought of her but what if it was true? What if she had mistaken simple politeness and pity for true friendship? What if the mares she called friends despised her?

“You were there for us.” A strange distorted whispered came from the darkness that now surrounded her. “We will be there for you.”

Fluttershy raised her head to see the shadows had taken on new forms. She recognized paws, antlers, and whiskers of various animals but they seemed to blend together. Out of the amalgamation emerged more defined figures. Tall and lean with seraphic wings, they appeared as pegasi but somehow greater. One of their number approached her, a beatific mare cradling a small pure white rabbit in her slender arms.

“Help us, kind one.” The cherubic apparition said softly. “And we will help you.”

“I…” Fluttershy found her voice as she cautiously reached out toward the oddly familiar vision. “How…?”

She froze as the figures’ appearance suddenly gained focus. Predatory fangs glistened behind a cruel smile. Crimson eyes fixed on her with carnal and carnivorous desire. Long talons and curved claws clinked against the ground. All around her, the mass of shadows was illuminated to reveal ghastly abominations of various animals meshed together in a way that defied logic. The pegasus tried to flee but her limbs refused to obey her, frozen in place by a will not her own. The slender fiend trotted closer, the darkness cloaking her burning away to reveal a pale gold coat and long rose mane. Fluttershy flashed her bloody fangs at herself in a smile as she ran razor claws over the unnatural thing pretending to be a bunny.

“We’ve given so much for those wretched equines only to be rewarded with scorn and mockery.” The doppelganger snarled savagely. “It is well past time to share our kindness with more deserving creatures.”





Fluttershy awoke with a start and sat bolt upright. Her throat felt dry and raw and darkness continued to obscure her vision. It was only after she attempted to rub her eyes that she realized she was wearing a band and had not gone blind. She also felt binds on her wrists, fetlocks and wings, severely restricting her movement. The yellow pegasus took a moment to simply breath; to reassure herself she was out of the nightmare and back in reality.

“Not that much better.” She thought bitterly as she regained control of herself. “Okay. Where are we now?”

The softness under her and the warmth still over her legs told her she was in a modestly furbished bed. The scent of clean linens and sweet-smelling perfume told her she was indoors somewhere luxurious. She could hear distant hooves on stone and the call of night creatures further away as well as the wind buffering a window.

“I must be in Canterlot.” The pegasus deduced as she tried to work her fingers under the blindfold to no avail. “Too nice to be a cell so one of the guest rooms?”

The sound of hoofsteps grew louder as something drew near. She heard a muffled conversation between several what she assumed to be guards before someone unlocked a door. It creaked open and Fluttershy sensed a presence enter her room.

“Ah, you’re finally awake.” An unfamiliar feminine voice said from across the space. “Is that blindfold really necessary?”

“This is the same mare that tamed Discord with a look.” A clearly masculine tone pointed out. “I’d say it is.”

“Perhaps but I doubt she’s foolish enough to try something like that here.” The threat directed toward her was evident in the first speaker. “Right, Miss Shy?”

The yellow caretaker did not answer. While she could stare down a guard or two, it would not do her much good in the heart of the Nocturnal Empire. Her silence was apparently enough as someone snapped their fingers and she heard armored beings stomp toward her. She shied away from them but with her binds, they had little trouble lifting her out of the bed and carrying her a short distance away. Fluttershy felt herself be sat down in a chair and then the band over her eyes loosen and fall away. Her earlier assumptions proved accurate as candlelight illuminated one of the suites of Canterlot, refurbished to better fit the aesthetics of the new regime. 

“Better?” A suit-and-sweater wearing thestral mare with a plum mane seated across from her gave her a crooked smile the exposed a single fang.

“Who are you?” The sweater bedecked pegasus tried to place a name with the face but came up blank. “Where are my friends?”

“Nightshade.” The bat-pony bowed her head slightly. “Dapifer to her royal majesty, Empress Nightmare Moon. This here is Knight, Commander of Her legions.”

“A pleasure to meet you again, Miss Shy.” The looming Umbral inclined his head in polite greeting. “The one known as Big McIntosh is safe and his injures are being treated. I do not know of the others.”

“No chance of appealing to the Equestrian in them then.” Fluttershy maintained a neutral expression as the steward produced a bottle and a pair of glasses. “At least I know I’m not alone here.”

“You must be thirsty, Miss Shy.” Nightshade said as she uncorked the bottle and filled both glasses. “This is a vintage cider; recovered from Sweet Apple Acers’ stores before it was abandoned.”

“Stolen, you mean.” The yellow mare just frowned at the offered drink even as she unconsciously licked her lips. “No, thank you.”

“It’s a far cry from melted snow and stale military rations but it has kick.” The thestral insisted as she swirled her glass. “We have grains and fruits, too.”

Fluttershy heard her stomach growl as Knight set a basket on the table filled with rolls and apples. A full meal was something she missed dearly but she felt compelled not to display any weakness in front of the two. Nightshade cocked her head to the side as if studying her and then sampled a bit of everything before washing it down with her drink. She then spread her arms and gestured to herself as if to show nothing was poisoned.

“Wow, that sweater is tight.” The demure mare’s eyes were inexplicably drawn to the bat-mare’s rather prominent chest.

“No point in torturing yourself, my fellow sweater stretcher.” Nightshade must have caught her as she made a plate for her ‘guest’ with a sly smile. “You should eat, Miss Shy.”

“Fluttershy.” The soft-spoken pegasus corrected as she cautiously took an apple in her tied hands. “Miss Shy was my mother.”

“Of course.” Nightshade acquiesced with a nod. “Please, enjoy.”

“Is this the start of an interrogation?” Fluttershy wondered as she turned the fruit over in her hands before raising it to her mouth. “They’re both playing good cop so how- oh, my goodness! This is delicious!”

Her eyes widened as the first bite graced her tongue with a sweet and tangy juice. Just the simple taste of something beyond cardboard and metal sent shivers down her spine. All her previous compunctions were forgotten as she devoured the meal with abandon. Nightshade watched the famished mare sated her hunger, a coy smile on her face. It was only after she had run out of cider did Fluttershy catch herself and started eating in a much more dignified manner.

“I see you appreciate our hospitality.” The dapifer said with a slight chuckle. “Now, I suppose you are wondering why you are here.”

“I think I know.” The caretaker finished a mouthful and felt her appetite wane. “A host for a tantibus.”

“Ah, good, you have figured that part out.” Nightshade seemed relived she would not have to explain that in detail. “But do you know why?”

“Because…” Fluttershy trailed off as she realized she did not. “… that’s how Nightmare Moon controls you?”

“It’s how Empress Moon will save us.” The steward corrected keenly. “I’m sure you’ve seen Old Equestria wither and die under Eternal Night and Long Winter.”

“Which is why we are going to stop you and your evil queen.” The pegasus thought as she nodded.

“That is why her majesty, in her mercy, is elevating certain equines into her New Populace.” Nightshade continued. “She seeks nothing more than to create a cold, dark and very gentle world for all of us to thrive in.”

“Really?” The kindly mare could not help but doubt this claim but the thestral’s words sounded genuine. “How?”

“Nightbolt Dash brings the Long Winter to heel. Vanity creates wondrous works of culture. Spike guards against threats.” The steward listed off with an air of great respect. “In a sense, they still fight for the betterment of Equestria.”

“From a certain point of view.” Fluttershy added before biting into another apple.

“Which brings us to you, Fluttershy.” The thestral fixed her golden eyes on her. “I’ll be blunt. We, the thestrals, need your help.”

“Oh?” The pegasus arched an eyebrow.

“Yes. We’re… dying. Out, I mean.” Nightshade elaborated after downing her glass. “You’ve seen Umbrals like Knight? Not all of them are as civil as he. That’s the future that awaits most of us unless we raise a New Thestral.”

“Me?” The demur caretaker connected the dots but felt more curious than horrified. “But I’m not a bat-pony.”

“You were once.” The charcoal mare pointed out. “And based on what you did to those apples, part of you may still be.”

Fluttershy looked down at the small pile of stems and seeds. Her brief stint as a fruit vampire was a time she would rather forget but it kept surfacing from time to time. An aquired taste for apples of all types, a boost in strength and confidence that she could not otherwise explain and at times she could swear her teeth were sharper. Still, Sparkle had assured her that the bat, which she had put upon her albeit accidentally, was gone. 

“That doesn’t mean it could happen again.” The former fruit vampire thought. “Weird magic made them from regular pegasi in the first place.”

“How would turning me into… one of you help?” The soft-spoken mare finally asked after some silent contemplation. “Why can’t you do it?”

“You would be the genesis of a new life that can live and thrive in this Benighted Equestria.” Nightshade said plainly. “As I said before, certain equines- and a dragon –are being elevated because they are the only ones that can be.”

“Oh, I see.” Fluttershy felt a pang of guilt for the suddenly somber thestral. “I’m sorry.”

“It’s not your fault.” The steward reassured her. “We are working on expanding that pool so, in time, Knight and I would join you. That’s the rub though; time is an issue.”

“Which is why you need my help.” The Bearer of Kindness slowly nodded in understanding.

“And not just us.” Nightshade said keenly. “That lumberwolf you encountered? There are countless creatures just like it; lost and confused just like the tantibi while trying to survive in a world in transition.”

“That is what I saw.” The yellow pegasus thought of the amalgamation and how it just wanted peace like most animals. “I had not considered the tantibus. It seemed so… alien but was I just looking at it the wrong way?”

“You can help all of us, Fluttershy.” The bat-mare reached across the table and placed her hand over hers. “I may not know you that well but I do know you were the heart of your circle of friends. That kindness is invaluable.”

“The girls…” The rose maned mare frowned. “No, I can’t turn my back on them.”

“Half of them have done that already.” Knight pointed out, earning a hushing glare from his counterpart.

That fact gave Fluttershy pause. She knew Rarity and Dash had been abducted but she did not know how or why they became ‘benighted’. The resistance assumed it was forced but then why would Nightshade bother with this little chat? Alternatively, it was speculated that they had been injured and the tantibus was the only means to save them as was thought the case with Princess Luna. Now the pegasus wondered if deals had been presented and struck with her friends. Rarity always wanted a sense of order and security and where she went, Spike would follow. Dash, for her part, may have been convinced that this was best for her friends or was offered a chance to rebuild her home of Cloudsdale or both. 

“Had they really betrayed the Elements of Harmony?” The kindly mare thought unsurely. “If so, why would they try to bring Applejack and I along with them unless they thought it was best?”

“Dash thought Twilight was sending her to her doom.” The timid pegasus muttered to herself. “Does she think we’re better off with them?”

“You have been asked, no, demanded to make sacrifices for those unwilling to risk themselves.” Nightshade must have overheard her as she gently caressed her hand. “That may sound hypocritical of me so let me ask you this: what is it that you want, Fluttershy?”

“What do I want?” Fluttershy repeated the rather pointed question to herself. “How long has it been since I was asked that?”

“I just want my friends back.” She finally answered after some internal deliberation. “I want to be able to travel with them without jumping at every shadow. I want to chat over cider without battle plans, supply reports and ‘we must save Equestria’ dominating every conversation! I just want this to END!”

The demur pegasus slammed the table in an outburst of long simmering emotion. Both Nightshade and Knight flinched in response as the table nearly bent in two under her hooves. Fluttershy looked down at it and mumbled a quick apology.

“You want peace.” The steward surmised with a sympathetic nod. “Ultimately, so do we.”

“Peace. Yes, that would be nice.” The Bearer of Kindness took a long, deep breath and let it out in a heavy sigh. “What do I need to do?”

“Oh, thank you, Fluttershy!” The mood in the room changed as the thestrals visibly relaxed as if some tension had been released. “This is- oh, right. You just need to be presented to the Empress. She’ll do the rest.”

“Nightmare Moon.” Fluttershy trembled slightly but set her resolve to see this through. “I guess I don’t want to keep her waiting.”

Knight came around the table to help the yellow mare to her hooves. He loosed the binds around her fetlocks to allow her to trot of her own power but not much else. From there, they exited the guestroom and made their way through the quiet halls of Canterlot.

“Not quite what I was expecting.” The sweater clad pegasus mused as she looked over the refurbished decor. “I guess even they don’t want to live in ruins.”

The trip through Canterlot turned out to be short as they came to a set of heavy doors embossed with astrological symbols. Expected to be ushered into a throne room, Fluttershy was surprised to find a spacious longue of some sort. Drawn drapes allowed starlight to shine through a wide window. Lavish throw pillows were scattered across the floor along with warm candles and glowing jack-o-lanterns of all things.

“Is it Nightmare Night?” The timid mare wondered before the obvious answer came to her. “Well, I guess every night is now. Still prefer Hearth’s Warming.”

In the center of the room, stooped over an intricate design carved into the marble, was Empress Nightmare Moon herself. The Dark Alicorn muttered something under her breath as she inspected the glyphs until she nodded in satisfaction. The Usurper gracefully rose to her full height, easily surpassing Fluttershy’s stature. Nightshade knelt while Knight snapped a crisp salute and stood at attention. The Bearer of Kindness considered bowing her head to at least be courteous but some sense of defiance kept her head high. One of the bat-ponies hissed a warning at her but Moon dismissed it with a wave of her hand. The fallen Princess strode toward the caretaker with a bemused expression while the pegasus kept her eyes on hers. She doubted a Stare would help her here but she at least wanted to appear unafraid even as she felt a chill creep down her spine.

“Welcome to my domain, kindly Fluttershy.” Moon greeted as she gestured to nothing in particular. “I trust my dapifer made sure you were comfortable.”

“She did.” The yellow mare nodded. “She also explained why I am here. To join the Empire as a, uh, New Thestral.”

“And?” The midnight Alicorn asked although Fluttershy expected she just wanted her to say it.

“I will do it.” The rose-maned mare balled her hands into fists as she mustered up the nerve to continue. “But I am not doing it for you. I am doing this for me!”

“My, my~ Such a far cry from the timid pegasus jumping at every shadow in the Everfree.” The Empress rested her cheek against her hand as she regarded the resolute pony. “You will do well here. Knight, she won’t be needing those.”

Wordlessly, the Commander removed Fluttershy’s shackles and binds, allowing her to stretch her cramped wings. For a moment, she glanced at the window and the moonless sky beyond. The temptation to escape clashed with the reality of where she was and who was in the room with her. The Umbral stallion followed her line of sight and shook his head dissuasively.

“I wouldn’t get far.” She thought grimly. “Even if I get past all of them, I’m still in Canterlot.”

“Thank you.” The pale gold pegasus said softly as she looked back to the Empress. “So… does one of them have to bite me or…?”

“Ah-hahahaha! Nothing so trite, sweet Shy.” Moon cackled. “Just sit in the center of that circle.”

“Should we have her undress, your highness?” Knight asked as Fluttershy moved tentatively toward the middle of the room. “Given what has happened before…”

“It has become something of a tradition now.” The Empress shook her head. “Also, Nightshade seems to enjoy the spectacle.”

“Oh, yes I do.” The steward grinned shamelessly as she produced a pen and notepad and found an out of the way spot to observe.

“Oh, my. They’re going to watch?” Fluttershy blushed as she sat on her knees and waited. “I guess they have to.”

Seeing that the mare was prepared, Moon motioned for silence as she stood just outside the glyphs. Her long horn ignited in a cobalt aura as she peered beyond the veil of the waking world. The demur pegasus fidgeted nervously as the air around her began to shimmer with phantasmal images.

“Ah, we have a supplicant already.” The Empress smiled as she focused her baleful magic on a certain rune. “Fair warning, dear Fluttershy, few can gaze upon the Realm of Nightmares with waking eyes.”

The kindly caretaker remained staring straight ahead, determined to keep a brave face for as long as possible. She watched as the ethereal disturbances concentrated to a point in front of her like the surface of a churning lake. The very air suddenly buckled inward as something rammed against it from the other side. A second impact sent spider web cracks across the space, allowing a strange light to shine through. The Alicorn of the Moon focused her magic on the fissures with practiced ease and with a wave of her hand, tore a seam in the fabric of reality.

“Huh-nu-wuh-eep!” Fluttershy let out an inarticulate squeak as she tried and failed to comprehend what she was looking at.

Scenes of dread and terror filled the negative space while a horrendous noise of wailing and gnashing of teeth shook the room. Inchoate creatures chased, devoured and mutilated each other across the expanse, pausing only to glare at the intrusion with unformed eyes. One such apparition took a keener interest in the port of reality and brought itself forward. The petrified pegasus paled as something anathema to light crossed the threshold.

“No! Nonononono…” The yellow mare’s resolve failed and she curled up into a ball, shielding herself with her wings as she desperately willed the horror to leave.

There was a sharp clap followed by a heavy silence as Moon closed the fissure and let reality reassert itself. The room was calm and still save for the rapid breathing of Fluttershy and the muted scribbling of Nightshade. As the moments ticked on, the pegasus slowly peeked out from her shelter fully expecting to see the jaws of some abomination close around her. Returning her cautious stare was the starry silhouette of a rabbit, its head cocked to the side in curiosity.

“It’s…” Nightshade stopped her note-taking to gawk at the diminutive tantibus. “…adorable.”

“Shh~” Moon hushed gently.

“H-hi there.” Fluttershy’s voice was barely audible but the ethereal bunny heard her all the same as its ears twitched. “My n-name’s Fluttershy.”

The caretaker slowly extended a hand toward the tantibus which seemed to sniff the air in front of her. It suddenly recoiled skittishly, causing the pegasus to do the same. The night rabbit hunkered down as it shivered either from fear of some type of chill. Seeing the tiny thing in discomfort tugged at Fluttershy's heart, supplanting her terror with pity.

“It’s alone in an alien world that it’s not made to be in.” The Bearer of Kindness recalled the dream fiend that had possessed the lumberwolf. “In a way it’s just like any animal take out of its habitat.”

Keeping her posture as small as possible, Fluttershy reached out again but kept her hand low and palm up. The tantibus shied away but did not move as her fingers stopped just before it. It cautiously sniffed at her before slowly climbing on, its bulk overfilling her palm. The yellow mare gasped sharply as a preternatural cold numbed her arm up to her elbow but fought to urge to flinch less she startle the creature. Slowly, she guided the dreamy rabbit toward her and sat up on her knees. The tantibus made a happy trilling sound as Fluttershy carefully used her free hand to stroke its ethereal body and occasionally scratch its ears.

“You were just as scared as me.” She said softly as she smiled down on the bunny. “You must be freezing.”

Rolling up the excess slack of her sweater, the pegasus made a makeshift blanket for the tantibus. She then brought the bundled bunny to her chest where it snuggled between her pillow-like endowments. The kindly caretaker giggled as the rabbit let out a series of chirps and trills.

“They get that reaction a lot.” She said with a blush. “I try to-!”

Fluttershy’s voice seized in her throat as an icy cold stabbed into her chest. The night-hare lost form and definition as it melted into her embrace. The starry essence seeped through her clothes into her body, sending the same numbing chill throughout her frame. The mare doubled over hugging herself tightly, her eyes shrunk to pinpricks with her mouth wide in a silent scream.

“Cold! So dark and cold... What's happening… Why can't I...” The trembling mare thought as something long dormant stirred and asserted itself in her mind. “Hush now; quiet now. Rest your weary soul and let me assume control.”

The scream frozen in her throat came out as a shuddering moan. Her tongue felt swollen and crowded in her mouth and slithered out past teeth that lengthened and sharpened into fangs. Her ears became long and fluted with tapered tips topped with tuffs of fur. The yellow pegasus’s wings began to beat erratically, causing her to lurch forward and brace herself against the floor. The air became filled with a blizzard of downy yellow feathers as her spasming wings beat themselves bare. Hooked barbs emerged from her carpel joints as spindly fingers covered in a leathery membrane grew out of her wings. The mare’s hooves split into cloven talons while her hands curled into vicious claws that carved grooves into the marble. Her long mane became frayed and unkempt, hanging off her head and tail like a pall.

“And that’s how a thestral is made.” Nightshade smiled as the newest member of her ilk remained on the floor breathing heavily while an aura of eldritch power distorted the air around her. “You still in there, Fluttershy?”

“More~” A voice heavy with long denied impulses rasped as the transforming mare suddenly straightened up.

A sharp hiss emanated from the thestral as her already remolded body was further sculpted. Her leggings were reduced to shredded stockings that clung to the new supple flesh of her slender legs. Her pert rump and thighs, often overshadowed attributes of the busty pegasus, snapped her simple panties exposing her puffy nethers and the trio of pink bats that now formed her cutie mark. The plain sweater fared little better as it rode up past her limber arms and lithe belly. The fabric was stretched into a deep V-neck over her heaving bosom, several small rends offering a teasing peek of cleavage beneath. With a loud rip, the garment tore open sending a mangled brassier flying across the room and into Knight’s stunned face. Free of their restrictive prisons, Fluttershy’s infamously immense mammaries audibly bounced as they too filled out to the mare’s growing stature. A kiss of rose adorned the aching peaks of each colossal swell, standing stark against the silky ivory color of her once pale gold coat. As the ritual was complete, the statuesque beauty slumped forward in apparent exhaustion.

“Another exquisite success, it seems.” Moon smiled in satisfaction as she ordered a guard to fetch a robe for the mostly nude addition to her domain. “Can you hear me, Flut-!”

The empowered bat-pony’s head suddenly snapped up with glowing blood-crimson eyes staring out from behind a veil of cameo pink. The mare got to all fours in an almost feral stance with fangs bared in a predatory snarl. Knight's hand strayed toward a weapon. 

*SCREEEE!!!*

Before anyone could react, the creature once known as Fluttershy let out a banshee like screech that shook the very room. With even the Dark Alicorn disoriented by the sonic shriek, the New Thestral shot toward the window with but a flap of her powerful wings. She crashed through the glass pane and vanished into the moonless night beyond, her hunting call echoing throughout an unsuspecting Canterlot.

“That wasn’t supposed to happen.” Nightshade said, a twinge of fear in her voice.
> Wild Things
> --------------------------------------------------------------------------

Every equine with a bit of sense knew it was unwise to stray from the few paths that winded through the sprawling Everfree. The untamed forest was a labyrinthine maze host to all manner of perils that could spell the doom of even the hardiest of explorers. Even the seemingly unstoppable might of the ascendent Lunar Empire and the onset of Long Winter had been unable to bring the sylvan wilderness to heel. This was of little comfort to a lone blonde mare sprinting through the underbrush, casting quick glances behind her for her draconic pursuer.

“Did ah loose ‘em already?” Applejack wondered aloud as all she could see was the trampled flora left in her wake.

Her question was answered by a rhythmic beating of mighty wings above her. As they grew louder, the former farmer deduced that the beast had elected to pursue her uninhibited by the thick foliage. While she was a fair athlete by even Rainbow Dash’s admission, the honest earth pony knew that she could never outrun something that could fly.

“Ah’m probably leavin’ a trail he can see from above.” She decided as she slowed her haphazard sprint to look for a shelter. “So better to hide…”

As the ‘thrum-thrum’ of scaly wings reverberated in her ears, Applejack chanced upon a fallen tree. Uprooted by extreme weather or a passing behemoth, the long-dead log had been hollowed out by rot yet would be a tight fit for a mare of her proportions. Seeing no better option, the blonde pony dove for the hollow and wriggled inside. The soft wood creaked and split to accommodate her but ultimately held. Not a moment after the gamboge earth pony managed to get her hips past the opening did something massive drop through the canopy with a powerful crash. Applejack did her best to make herself as small as possible and steady her breathing as the beast rose to its full height.

“Spike…” The honest farmer whispered mournfully as she beheld her fallen friend through a knothole in the log. “What did they do to you?”

Illuminated by starlight streaming through the fresh hole in the canopy, the draconic Champion of the Empire let out a low rumble as he scanned the forest for his prey. His heroic build had been warped into a brutish yet no less impressive frame; broad shoulders and muscle-bound legs and arms that easily surpassed her stoic sibling. The wings emanating from his spine-ridged back twitched and flared while his tail moved with a troubling serpent-like suggestion. His claws, sharper than any blade, flexed experimentally as Spike let a few errant sparks of dragon fire flitter from his maw. Applejack had felt those claws before in happier times when the once gentle drake had provided back-scratches and massages after a hard day’s work. 

"Imagine what they could do to me now." She thought with a strange shiver. "Shred my clothes to ribbons, dig into my hide as he bends me over this log and splits me open with his massive-"

“AA-MMMPH!?!” Applejack slapped a hand over her mouth to stifle a scream as a sudden piercing cold shot through her chest along with the intrusive thought.

For a moment, she feared that Spike had heard her as the Champion’s head whipped in her direction, his predatory eyes seemingly glaring right at her. The honest mare froze as she tried to remember if dragons hunted by sight, sound or sensed heat like snakes. Another low growl emanated from the beast as he stomped toward the log. Applejack felt each tremor of his footfalls as the horrid chill spread through her frame with each step. By the time the drake loomed over her hiding place, the apple farmer felt numb, frozen in both fear and preternatural cold.

"Hrrmm." The tyrian Champion rumbled as he placed a clawed foot on the log experimentally. "Here?"

*AROOO!*

A lone howl split the air which was answered by dozens more. The apple farmer knew the hunting call of timberwolves well and it seemed that a whole pack now surrounded them. The fell dragon let out a bemused grunt and he backed away from the log while rolling his shoulders; clearly welcoming the challenge. Applejack had never known the sylvian canines to attack dragons given the poor matchup of leaves and wood versus scales and fire, but she was not about to question her luck.

"Shoot, for all I know, I'm hiding in the remains of some elder wolf or something." The gamboge pony thought as she hoped she was not trading one dangerous predator for many.

“Bring it!” Spike bellowed as fire welled up in his breast.

The first attack came not from the assembled pack but from a bramble vine that struck from behind, ensnaring the dragon's maw and binding it shut. Seeing the threat of fire neutralized, the timberwolf pack attacked at once with some pouncing on the drake's broad frame while others sought to hamstring him. The Champion swatted two out of the air as he struggled to free himself from the snare. Others he smashed to splinters with simple but effective stomps and punches. Such immediate losses would have normally deterred the pack, yet they pressed the attack with even more pouring out of the forest to join the fray. From her hiding place, Applejack watched in amazement as sheer weight of numbers began to affect the dark drake, forcing him back and deeper into the forest. More plunderseed-spawn snaked out of the undergrowth and lassoed the thrashing dragon like a maddened steer. It may have been a trick of the poor light, but the gamboge farmer swore she saw the root of a tree pull itself out of the ground at ankle height. The embattled Spike backed into it and tumbled down an incline that was hidden by the thick brush. In time, the noise of howls, growls and breaking wood faded into the background of the wilderness. Seeing that she was now alone, the apple farmer let out the breath she was holding.

“Sweet Celestia, ah’ve never seen anything like that.” She gasped out as the strange cold receded yet did not fade completely. “Ah guess we’re even now fer that, lumberwolf.”

After waiting a moment to see if the coast was truly clear, the gamboge mare shimmied her way out of the log on her hands and knees. It was a tighter fit that she remembered and she had to split the wood at the entrance but she eventually emerged covered in a fresh layer of dirt and grime. She checked her surroundings to see that the battle had created a small clearing with a few more freshly upturned trees and a mess of claw marks of various sizes.

“Whew.” Applejack adjusted her hat was she got to her hooves. “Dodged a bullet there, sug-!”

*POP-RIIIP!*

The blonde mare froze at the sudden noise. Her chaps and jeans had split along the seams of her hips, exposing her trio of red apples cutie mark to the cool air. What had once been a pair of comfortable work clothes were now ‘vintage’ pants that tightly hugged her curves.

“What in tarnation?” The blonde mare wondered as just taking a step sent the tears down to her knees but decided she did not have time to dwell on it. “Get new ones later, need to get back to Mac n’ ‘Shy.”

Knowing it would only be a matter of time before Spike fought off the sylvan assault, the honest earth pony quickly made her way back into the woods. Not having a dragon hunting her allowed her to focus on finding landmarks. She may not have had extensive knowledge of the Everfree like Fluttershy or Zecora but she was confident that once she got her bearings, she could get out of the forest.

“Ah think ah know that rock.” The gamboge pony muttered unsurely. “Brush is trampled here so something might have made a path…ah!”

As she searched for a trail, Applejack came upon a tree with a small bit of bark scraped away. A casual observer would assume simple age or a beast with an itch was responsible, but the apple farmer was keener. In the center of the bare spot was a circular pattern reminiscent of a sun with a tiny arrow beneath.

“Zecora’s ol’ place.” The blonde mare tapped the small signpost with a finger. “Find that; find the path back to the Acers.”

Hoping that the untamed wilderness had not altered the path too severely, Applejack ran down the overgrown trail with her ears tuned to any sign of predators, imperial or otherwise. Her journey was a mercifully short one as she entered another clearing containing the solitary zebra’s abode. The great tree had seen better days as the Everfree had encroached on even this haven but had not fully reclaimed it. Masks, charms and other oddities of exotic Zebrica still decorated the exterior but what caught the apple farmer’s attention was the soft glow within and shadows moving past the windows.

“Somepony’s home.” Applejack muttered as she dropped into a crouch, grimacing slightly as her jeans tore again, and stealthy crept toward the hut. “Doubt imperials would hunker down this far out but…”

As she drew closer, the blonde mare could barely make out muffled voices within the dwelling. That ruled out the local fauna building a den and it sounded like there were more than one. Still, the apple farmer tensed her limbs in preparation for a fight and pressed an ear against the door. She could recognize Zecora’s distinctive cadence but little beyond that. The gamboge pony could also hear a second and third voice but had no idea who they belong to nor what they were talking about. Suddenly the muffled discussion ceased and hoof steps thudded from inside the dwelling.

“Something spook ‘em?” The honest farmer muttered as she tried to crack the door to peek inside.

There was a chime of magic and the door suddenly opened inward. Applejack tipped forward and faceplanted on the floor of the zebra’s hut. Before she could recover, a hoof stamped down on her back and held her in place.

“I do hope that’s you, Applejack.” Zecora challenged as she tapped the end of a heavy wood staff on the back of the intruder’s head. “But let’s see if your façade can crack.” 

While she was confident that she could overpower the striped witchdoctor if it came to it, the freckled Element Bearer knew such hostility was needed with changelings about. She did not protest as the black-and-white mare produced an odd blue powder. The shaman sprinkled a pinch of the stuff over the earth pony and waited. Applejack felt an odd prickling across her fur that cumulated with a tickle at her nose.

“Ah-choo!” The zebra wisely withdrew her staff before the suspected changeling sneezed.

With no sign of failing disguises or other illusions, Zecora relaxed and offered a handkerchief. Once Applejack cleaned her nose and cleared the offending powder, she let her friend help her up. It did not escape the apple farmer’s notice that the zebra now wore a fresh set of garments in addition to bandages underneath Macintosh’s oversized duster.

“Glad to see you’re okay, Zecora.” The gamboge mare, minding her friend’s timber wounds, slapped her cordially on the shoulder.

“Likewise, Applejack.” The witchdoctor nodded simply. “Welcome back to my humble shack.”

Now able to see more than the floor, the gamboge mare looked around said humble shack. Like most homes post regime change, the zebra’s abode had fallen into disrepair. A thin layer of dust covered long dead exotic plants, empty bottles and trinkets from distant lands. A large cauldron sat in a small pit of cold coals, its last brew reduced to a murky sludge little better than ditchwater. Aside from a small alcove containing a moth-eaten bed, there was nothing and no one else in the hut.

“Is it just us here?” Applejack asked as she checked under tables and behind decorative masks. “Ah thought ah heard you talkin’ to somepony.”

“Only you and I as far as I can tell.” Zecora answered as she checked outside for a moment before closing the door. “What you heard was me channeling a spell.”

“Did… did this striped hussy just lie to us!?” The honest pony regarded the zebra skeptically. “Whoa, simmer down, girl. Why would she?”

“What kind?” The apple farmer tried to keep the suspicion out of her voice.

“A means for dutiful Twilight to receive our prize.” The witchdoctor explained as she pantomimed sending the extracted dream essence through a doorway over the cauldron. “Delivering it on hoof would have been unwise.”

“’Specially with Spike n’ Dash on the hunt.” Applejack concurred as she peered into the murky sludge to see a few errant sparks of magic. “Can we use it?”

“No, I’m afraid.” The zebra shook her head. “The ingredients to create the gateway have decayed.”

“Of course.” The gamboge mare mentally grumbled. “She could have just as easily sent it to the Nightmare if at all but… landsakes, why am I thinking like this?”

“At least this mission wasn’t a total bust.” Applejack sighed as she turned away from the cauldron. “Guess that means you’ll be hoofing it back to the hideout.”

“You’re not coming with me?” Zecora frowned in evident concern. “We could wait and see-!”

“Ah can’t leave Big Mac and ‘Shy behind.” The blonde pony interrupted. “Plus ah think Spike has my scent so stickin’ together will just get us both caught.”

“Your concern for me, I do not doubt.” The black-and-white witchdoctor placed herself between the earth pony and the door. “But it is you whom I am worried about.”

“Please, I’ve had hard knocks since I was a foal.” A nasty side of the Element Bearer boasted. “You just squat in this shack brewing ‘potions’.”

“Ah’m fine, Zecora.” Applejack insisted. “Ah’m not the one who got smacked by a lumberwolf.”

“This will heal after a few hours’ sleep.” The zebra absently tugged on her bandages. “But your taint, I fear, runs deep.”

“Taint?” The gamboge mare cocked her head to the side as Zecora pointed her staff at her chest. “Is that how- what the?!” 

To Applejack’s surprise and slight embarrassment, the top two buttons of her flannel shirt had come undone. Beneath was a spattering of freckles across her collarbone just above a line of cleavage that led down to a black tank top. The honest mare attempted to repair the malfunction but could only fasten one of the buttons and even it was close to snapping.

“Damn, I’m lookin’ good.” Part of her appreciated what she had found. "Closing the gap with Rarity." 

“That which turned Rarity, Dash and Spike too.” Zecora said knowingly. “Same thing may have gotten into you.”

“A-ah’ve been runnin’ through woods for who knows how long.” Applejack argued more to assure herself. “Briars and brambles just ripped them is all.”

“We know that physical change is a side effect.” The zebra said seriously. “We need to have you checked.”

“Not for nothin’ but ah’ve never been ah ‘small’ gal, not like Dash at least.” The busty blonde traced her proportions in the air with her hands. “Yeah, ah’m ‘thic’ but that don’t mean ah’m possessed by dream demons or anythin’.” 

“But you were submerged in their essence.” Zecora countered. “You need time to become convalescent.”

“Ah’m still me.” The gamboge mare frowned as her patience waned. “Same ol’ simple country gal who needs to get back out there.”

Applejack made for the door only for the zebra to bar her path with her arms outstretched. The farmer tried to brush her aside but the witchdoctor rebuked her with a light but sharp thump on the head with her staff like a disobedient foal. Her temper flaring, the stubborn earth pony tried again only this time she managed to catch the staff and grab a fistful of her brother’s coat. She pulled the striped mare closer until they were muzzle to muzzle.

“Yer pushin’ yer luck, sugah cube.” Applejack all but growled. “Let me go before ah get real angry.”

As if to compound her none-to-subtle threat, the tree-hut creaked and trembled as if a storm had suddenly brewed outside. Zecora seemed to debate something internally before her shoulders slumped in defeat. Seeing her friend’s expression, the gamboge mare bit back her anger and got out of her face.

“You won’t rest until your family is safe and sound.” The witchdoctor sighed. “If I can’t stop you, can you at least set me down?”

“Oh!” The earth pony suddenly noticed that she was holding the zebra off the ground with one hand. “Sorry.”

“I could break her in half like a toothpick.” The venomous thought drifted through her mind as she placed the black-and-white mare back on the ground.

“Before you depart, stubborn mare…” The zebra bid her stay as she moved toward a collection of curios. “… should you encounter the good sir Spike, I may have something to make the match more fair.”

A few moments later, she returned with a bottle similar to what she had brought to Sweet Apple Acers. The headstrong farmer took the flask and swished its viscous contents. It vaguely reminded her of cider which triggered a pang of nostalgic melancholy.

“’ppreciate it.” She said genuinely. “Er, what is it?”

“A boon to body and mind.” Zecroa explained. “Drink it to possess the might of ten ponies combined.”

“Not sure how that compares to a bull dragon.” Applejack thought critically. “Hopefully, we won’t have to find out.”

“Heh, ah can see why Appleboom took an interest in your brewin’ magic.” The gamboge earth pony stored the potion in her coat. “Well, ah guess this is where we part ways… again.”

“I do hope we meet again, brave Applejack.” The witchdoctor made a gesture of blessing with a forlorn look in her eyes. “Along with gentle Fluttershy and handsome Mac.”

“Yes, I bet you are.” The rotten whisper brought the blonde mare’s attention to her sibling’s coat. “Skank is probably going to sniff that the moment we leave.”

Images of the big red stallion plowing the supple striped zebra’s fields came unbidden into her mind. The witchdoctor clearly liked the stoic farmer along with most mares and some stallions in Ponyville. That combined with the fact that Macintosh would usually volunteer for potions runs made the gamboge mare wonder if her already expansive family tree had some exotic offshoots. As suddenly as the vile thoughts came, they went as Applejack shook them loose. She felt a pang of shame for thinking of her friends and family that way.

“Mac always thinks with the head on his shoulders and my friends are flirty at worst.” The apple farmer admonished herself as she doffed her hat to the zebra and stepped back out into the Everfree. “Even if some of them got moody when he got engaged to Sugar Belle.”





Zecora watched the headstrong earth pony disappear into the night, knowing that this was likely the last time she would see Applejack as she was. While what was left of Equestria has limited understanding of the Usurper’s ‘New Populace’, they knew enough to know what it entailed. The Element Bearer of Honesty was well on her to joining their ranks and thus far there appeared to be no means of bringing her back. Indeed, the motivation behind their costly expedition was to provide a sample for Princess Sparkle to study and, hopefully, uncovering a means of purifying those who had succumbed to tantabus’ defiling touch. However, there was an ulterior motive that the belabored Alicorn had decided not to inform the team about except for Zecora. Such secrecy between the Heroines of Harmony would have been appalling in brighter times but after the hitherto loyal Rainbow Dash fell, Zecora had to begrudgingly admit it was now necessary.   

“I long for a time when that is no longer true.” Zecroa let out a tired sigh as she bolted her door and turned back to her seemingly empty abode. “Otherwise, we would never work with devils like you.”

“Hmhmhm.” A disembodied condescending titter responded. “Don't be so sure, shaman.”

In the middle of the room, the cauldron began to shake as its contents churned and bubbled. A tenebrous miasma boiled over the pot and onto the floor like a thick fog. Out of the foul-smelling smoke emerged the elegant figures of a pair of unicorns. The murk collected into ethereal robes of mist and shadows that clung to their shapely and complementary bodies, offering brief flashes of azure and mauve fur beneath. One held an ebon wood staff embossed with esoteric runes and topped with the leering skull of a griffon whose hollow pits contained pinpricks of baleful light in her off hand. A large hood cast her face in darkness which made the otherworldly glow of her periwinkle eyes all the more intense. The other favored a panoply of charms, fetishes and other trinkets of loathsome magic that recalled memories of the infamous Alicorn Amulet in the zebra. Violet eyes that shone with stygian power peered out from the shade of an appropriately witchy wide-brimmed hat. Zecora once knew these two as merely an arrogant magician and misguided radical. They were something much worse now. 

“So, the plebian falls to the Nightmare as well.” The busty azure witch noted with a cruel smile. “Sparkle is running out of friends.”

“You would think that the ‘Princess of Friendship’ wouldn’t spend their lives so frivolously.” The curvy mauve sorceress concurred bitterly. “That could have easily been us.” 

“The very soul of the world is at stake.” The striped witchdoctor said defensively. “She hopes this arrangement can reverse their fate.”

“Hmm, so she dabbles in what would have us burned on a pyre.” The hooded unicorn sneered. “Such hypocrisy.”

“It’s just the superstitions of the uninitiated, Starlight.” Her counterpart placed a calming hand on her shoulder. “The Great and Powerful Trixie knows it’s maddening but we’ve learned to ignore such neigh-sayers.” 

“I suppose these are desperate times.” Zecora grumbled as she made a note to exorcise her home. “But don’t think for a moment that this erases your crimes.”

“Tsk, tsk, tsk.” Trixie Lulamoon clicked her tongue sardonically. “So ungrateful.”

“Can we get on with this?” Starlight Glimmer interjected. “We have a long list of errands to run.”

The zebra snorted irritably as she went to her bedroom reached under her disused bedframe. After feeling around for a few moments, she retrieved the vial of ethereal tantabus essence. No sooner had she picked it up did an aura of negative light envelop the container and jerked it from her grasp. The flask floated through the air and into the former magician’s outstretched hand.

“So this is it.” Lulamoon said wryly as she flipped the flask between her fingers. “The Mild and Disappointed Trixie was expecting something more insidious.”

“Likewise.” Glimmer frowned as she turned toward Zecora and leveled her staff at her. “You’re not trying to deceive us, are you, zebra?”

“I assure you this is no trick.” The witchdoctor scrunched up her nose at the bleached skull leering at her. “Now stop threatening me with your stick.”

The mauve sorceress instead took a step forward and forced the zebra against a wall. Her azure partner ignited her horn and began tracing intricate glyphs over the now hovering flask as if scanning it. The nightmarish essence reacted to the presence of her strange magic, earning a smirk from the infamous hedge mage.

“The hermit is telling the truth, Starlight.” Trixie dosed her magic and caught the vial. “This must have come from an ancient tantabus; one that has haunted the world of dreams for millennia.”

“Potent stuff indeed.” The esoteric equalist nodded as she withdrew her staff from Zecora. “Sorry for doubting you, shaman.”

“I’m not running a steal.” The zebra huffed irritably. “Now for your end of the deal.”

“Of course.” Glimmer ignited her horn and made a gesture over the shadows of the room. “One moment…”

The shadows shifted and coalesced in front of the sorceress. Zecroa felt a chill creep up her spine as a simple tome bonded in cold iron manifested from the darkness. The mauve mare plucked the grimoire out of the air and looked it over. The black-and-white mare reached out to take it only for the unicorn to pull back.

“You do know what this is, right?” She asked seriously. “Rather, does Sparkle know what she’s dealing with?”

“A tome of forbidden lore.” The witchdoctor answered cautiously. “The nature of nightmares, esoteric spells and more.” 

“The Astute and Cautious Trixie is wary of a mare like Sparkle dabbling in such power.” The azure magician said pointedly as she produced a phial and drew a sample from the essence. “The Highway to Tartarus is paved with good intentions as the adage goes.”

“Then we are fortunate that we took a different route long ago.” The mauve sorceress said dismissively as she extended the eerie tome toward Zecroa. “A book for a sample as we agreed.”

“Wicked as you are, you are mares of your word.” The witchdoctor begrudgingly admitted as she took the book. “I feel compelled to offer you a chance to rejoin the herd.”

“Funny, I was about to suggest the same to you.” Glimmer said, earning a look from Lulamoon and Zecora. “What? I’m just offering the poor thing an alternative to dying in one of Sparkle’s plots or becoming one of Moon’s playthings.”

“I will stand with Equestria until my last breath.” The zebra shook her head resolutely. “There are more paths than damnation, corruption or death.” 

“Perhaps but you may find that most end in… what do your kind call him ...Zagash’s service.” The azure witch grinned fiendishly as she corked the phial and stowed it in her robes. “Speaking of, the Great and Powerful Trixie and her lovely assistant have other matters to attend to.”

“Then don’t let me keep you.” Zecora glared daggers at the witch and sorceress as the latter hefted her staff and aimed it at the door. “I’ll tell Twilight you came through.”

Beams of baleful light shot out from the skull toward the exit. Zecora was about to protest the destruction of her property when the beams cracked a fissure in the skeins of reality. A portal then tore into existence, a bleak landscape of colorless grass and onyx structures under a starless sky lying just beyond. While the zebra froze in instinctual terror, the two unicorns moved toward the writhing egress with the same eagerness of a workhorse returning home.

“Until we met again, witchdoctor.” Glimmer said in farewell she placed a hoof on the threshold. “The invitation stands; not just for you but for all who long to be free of this oppression.”

“Death is the great equalizer after all.” Lulamoon nudged her partner with an elbow who rubbed a temple in annoyance even as she smiled. “Eeeheehehahaha-haa!”

Trixie’s witchy cackle echoed about the hut as the pair vanished into the gateway. The khthonic portal snapped shut and melted away, leaving no trace of its presence. Zecora nickered derisively as she grabbed a bottle from a nearby shelf and began sprinkling its purifying contents over the floor.

“Shut the door, keep the devils in the night.” The black-and-white mare muttered an old mantra as she sactified her abode. “Light a candle and everything’s alright.”

As she struck a match to the wick, the flickering glow did provide a sense of calm for the now lone zebra. She slumped down into a chair and took a moment to collect her thoughts. The witch did have a point in that Sparkle’s mission was proving costly. The hope was that the rekindling of the sun would save those who had fallen into the Nightmare’s clutches but that remained merely an untested theory.

“It could very well reduce them to ash.” The zebra muttered grimly as she pulled the oversized coat closer to fight off a lingering chill. “Diligent Twilight must not do anything rash.”

Her thoughts turned to the coat’s former owner and his fate. Trapped in mud with imperials closing in, it would be naïve of her to assume anything else besides his capture along with Fluttershy. Part of her felt ashamed that she had fled rather than help the taciturn stallion. Still, she knew doing so would have mostly resulted in her own apprehension and subsequent corruption, a similar fate to Applejack.

“I do hope I am wrong about her.” The witchdoctor picked up the flask and absently swirled the sinister contents. “But the symptoms and situation all concur.”

There was no doubt in the striped mare's mind that the blonde had been tainted yet that fact she had not completely transformed gave her a spark of hope. Perhaps the possession was only partial or their actions at Sweet Apple Acers had weakened the dream demon enough for Applejack to retain her already strong will. If that were the case, then that boded well for her along with the rest of Moon’s abominable ‘New Populace’.

“I may be setting myself up for disappointment.” Zecora sighed as she got to her hooves to retrieve an old herb satchel to stash the flask and tome in. “For now, I have to keep an appointment.”

Taking one last forlorn look at her home, the striped shaman snuffed the candle and slipped out into the eternal night. A long and lonely trek back to possibly the last stronghold of Equestrian resistance awaited her in order to deliver her ill-gotten goods. She would have plenty of time to think of the best way to break the bitter news of Fluttershy and the Apple siblings’ fate.





Applejack quietly yet quickly moved down the trail leading from Zecora’s shack to Fluttershy’s cottage. It was a long shot, but she hoped that her friend and brother were still at Sweet Apple Acers. In the likely event Rainbow Dash had gotten the better of the two, they would have been taken to Canterlot.

“Dare I pull a Spike and storm the castle to rescue them?” The honest mare thought with wry humor. “Sure he failed while he had wings, fire, scales and a weapon but I feel lucky.”

In what could be ascribed as cosmic coincidence, just as the gamboge earth pony was thinking of the drake, she caught a whiff of wood smoke. Applejack slowed her pace as just ahead of her, the darkened wilderness was illuminated by gout of fire. The unmistakable roar of an enraged dragon followed not long after.

“Ah, horseapples.” She nickered in mounting dread as the light grew closer like an oncoming train. “And no log to hide in this time.”

The blonde farmer barely had time to duck into the underbrush as the Imperial Champion crashed through the treeline. To her surprise and relief, the dragon was still embattled with denizens of the Everfree although it appeared to be the last bout. The remaining sylvan combatants took the form of a pair of formidable lumberwolves and a crumbling yet determined cragadile gnawing on the dragon's tail. While they were a far cry from the scale and power of the abomination she had ridden at the farmstead, Applejack knew such beasts were not to be taken lightly. Unfortunately, fire and striking power were critical weaknesses and the dragon had both in ample supply.

“BURN!” The tyrian drake roared as he set a wood wolf alight with a flash of fire.

The lumberwolf howled in primal terror as its wooden body sizzled and popped. Its cries were silenced by Spike ramming his fist through its snout and into the amalgamation’s gullet. The ethereal light faded from the wolf’s eyes as the dragon, still wielding its body like a weapon, slammed it against its kin. Charred leaves and smoldering tinder scattered across the trail as Spike rained blow after blow on the final foe until all that remained was a heat-shaped knot of wood in his fist and a misshapen pile of splinters as his feet. Applejack watched it all with morbid curiosity and a strange sense of excitement.

“Gotta git before he notices me again.” She muttered to herself yet her legs refused to move. “Those things barely winded him; just ripped his clothes.”

“No, not yet.” The thought crept into her mind as the chill manifested in her chest once again. “Just watch for a bit longer.”

“What? No!” Applejack shook her head as she sluggishly turned away from Spike attempting to pry the cragadile off his extremity. “Can’t leave Mac and…”

“They can wait.” Part of her insisted as the cold was joined by a very needy warmth between her legs. “We’ve been running ourselves ragged for them and that damn Sparkle. This is a perfect chance for some ‘me time’.”

Applejack froze in place and then turned back to the Imperial Champion. He had just yanked the gravelly gator free and crushed it to rubble in his claws. As the pebbles joined the pile of kindling on the ground, Spike spitefully immolated the remains, reducing them to glowing coals and ash. The brute tossed his head back and announced his victory with a mighty roar that shook the very air as if he was daring the wilderness to try him again. The hidden mare felt the vibrations in her very bones as she looked over the bull dragon with appreciative eyes. His encounter with the flora of the Everfree had mangled his clothes, exposing more of his imposing physique to her. Amongst his finely sculpted attributes were rippling pectorals she wanted to bury her face in; washboard abs she could peel apples on and what she could simply call a rock-hard ass that could crush diamonds. The crown jewel of the treasure that was Spike, however, was teasingly hidden from view by his still intact greaves.

“All those towel slips and entering-before-knockings gave us plenty to think about.” An increasingly prominent part of her mind reminisced as scandalous memories surfaced. “Just imagine what he looks like now!”

“Looks like… feels like…” Applejack bit her lip as one of her hands found itself on her chest while the other drifted southward. “The noises he n' Rares made… ah need just a quick tumble in the hay…”

Clarity suddenly returned to the amorous apple farmer as a pang of urgency cut through her building lust. With a grimace, she removed her hands from her shirt and what was left of her pants and forced herself to turn away. While she had to admit she had certain urges that she had not had to chance to address, doing so with Spike as he was now was beyond ludicrous. She had just watched him turn a living rock to dust and he dwarfed her by a considerable margin. 

"Being split in two like a log makes for kinky dirty talk but putting it into practice..." The thought made her nethers twitch in excitement.

“For Celestia’s sake, what’s wrong with me?” The apple farmer admonished herself as she crept stealthily through the shrubs. “Ah’m tryin’ to save my family, not start a new one with stupid sexy Spike.”

“Why not both?” She seconded guessed herself as fantasies of adding a draconic branch to her extensive family tree flooded her mind. “Moon is trying to take us alive for a reason. Hell, Mac is probably bedding down some bat-skanks right now.”

“Rrgh! Leave me alone!” Applejack slammed a fist against a tree as she tried to banish the intrusive thoughts only to receive a fresh batch of salacious suggestions in turn. “Gah! Damn it!”

“Do it. Do it. You want it. You Need it. Who can stop you?” The blonde mare sank to her knees clutching her head as the rational part of her mind was drowned out by a mantra of her own voice. “Take that dragon for the ride of his life.”

“Ah… ah’m not…” Cold sweat dripped off the Bearer of Honesty’s forehead as she struggled to shake off the now overwhelming urge to jump the unaware dragon. “This- ugh!”

The preternatural cold intensified into a soul-harrowing freeze that spread throughout her hardy frame. Spasms and twitches ran piecemeal through her as her body grew to better accommodate the awakening tantabus within her. The blonde mare's long-suffering jeans split apart as her powerful legs lengthened and infamous thighs swelled, leaving only what could best be described as a pair of tiny shorts akin to the type she had forbid Applebloom from ever wearing. The back of her coat ripped open as, one-by-one, the buttons of her shirt popped off until the flannel fell open like a loose jacket. Her black undershirt rode up past her navel, exposing her midriff toned by years of honest labor and defined linea albas that led down past her wide hips to her venusian mound that had busted the fastener and zipper of her new shorts. The straps of her tank top strained as her befreckled bosom threatened to overflow the now far too small garment, her twin peaks poking through the fraying fabric.

“Whoa, nelly.” The blonde bombshell gasped as the episode passed. “That… felt good.”

Applejack carefully got back to her hooves, discovering that in addition to all her enhancements, she was also a good bit taller and her mane fuller. Blowing a rogue bang out of her eyes, the mare ran her hands over her new attributes. The chill had faded but she could still feel a lingering cold that told her she had more to look forward to. More pressing was the searing heat in her nethers that demanded her attention.

“Well, my fire’s lit.” Applejack sighed heavily as she focused her attention back on Spike who was sniffing the air inquisitively. “Only one way to put it out now.”

The gamboge farmer fished out the potion Zecora had gave her from her coat that now hung off her shoulders like a cape. She took a moment to study its contents before popping the stopper and downing it like a shot. Within moments, she felt fresh energy course through her expanded frame and a tingling race down her spine. The hot and ready earth pony charged out of the foliage toward the unsuspecting dragon, her mind swimming in a sea of lust.

“Get ready, Spikey.” The semi-Benighted Applejack thought. “We’re going for a ride!”





“Alright, pretty sure I’ve depopulated this corner of the Everfree.” Imperial Champion Spike mentally grumbled as he kicked some dirt onto the glowing embers of his last foe. “Seriously, what is tonight?”

What he had thought would be a simple hunt had turned into quite an ordeal. A fight with the Apple siblings was expected; a prolonged brawl with an eclectic horde of the Everfree was not. The drake knew packs of the sylvian canines were territorial, but he had never encountered such a number of persistent predators working in tandem with normally solitary creatures. At first, he speculated that by pure bad luck he had wondered into the territory of different denizens but that did not explain some of the other occurrences.

“I could swear the trees were trying to grab me and I thought those bramble vines were destroyed.” Spike glanced at a nearby oak that looked like it was winding up to sucker punch him. “Is the Everfree resisting the regime or has someone bewitched it?”

Short of burning down most of the imperial heartlands, the Champion decided the best he could do was simply report his experience to Empress Moon. That was, of course, after he caught Applejack. Beyond completing his mission, there was something about the mare that he could not simply forget and let her slip away. He had first noticed it when he separated her from Macintosh and Fluttershy.

“Her scent was… different.” The tyrian dragon mused as he absently sniffed the chilly air. “Not just dirt, grime and sweat but there was something… more.”

He struggled to put it into words, but it was a scent he associated with the likes of Vanity, Nightbolt and Empress Moon; those who had been touched by a tantabus. Applejack had the same albeit weaker at first but it had grown stronger just before he was beset by the elementals of the Everfree. He could only deduce that the honest heroine had somehow become the host of a tantabus that was taking longer than normal to Benight her. As for the circumstances that lead to this anomaly, he thought it best to leave it for the Empress to ponder. For now, he had to hunt her down and bring her into the fold before the Empire had a rogue New Earth Pony to deal with. Luckily, he knew Applejack well enough to know she would try to double back to Sweet Apple Acers to save her family. Plus, he had her admittedly appetizing scent committed to memory and even when competing with the smell of wood smoke it was unmistakable now.

“Huh?” Spike sniffed the air again and felt a jolt of euphoria shoot down his spine as he caught the telltale scent along with that of a very excited pony. “Wha-!”

The drake saw movement out the corner of his eye and turned to face his ambusher. Half expecting the Everfree to throw a family of ursas at him, he was surprised to find a gamboge earth pony barreling toward him with a wild look in her eyes.

“Applejack?!” Spike barely recognized the bombshell of a mare with her bountiful new attributes. “When did she get those?”

Unsure how to respond, the dragon settled for bracing himself as the blonde farmer charged into him. To his utter shock, he felt the impact through his scales and was knocked off his feet. The two rolled off the trail and into the underbrush before coming to a rest in a small depression. Spike landed flat on his back with Applejack straddling him, her muzzle pressed against his snout as her hat fell to the ground beside him.

“Howdy~” The apple farmer said breathily as her green eyes shone with desire.

“Hrm.” The dragon simply grunted in response.

“Aw, is that all ah get?” The amorous pony pouted playfully. “Maybe some sugar will help.”

Spike barely had time to figure out if this was pillow talk or pre-fight banter when Applejack answered it for him with a kiss. Compared to Vanity’s preference for the romantic and Nightbolt’s love of tongue dueling, the honest earth pony was all force. Her tongue forced its way into his maw, unconcerned with his razor-sharp fangs or the fire just a breath away. 

“She’s not looking for a fight.” Spike concluded as his own serpentine tongue got involved, earning delight moan from the mare on top of him. “Well, if she or her tantabus wants a piece of me, I can oblige.”

“*Mwah* There, how was that?” Applejack broke her lip lock with a thin strand of spit still connecting them.

“Yee-haa.” Spike rumbled with a grin as he tried to sit up only for the gamboge pony to grab his shoulders and slam him back down with bone-jolting force. “Huh?”

“Nuh-uh! You stay right there.” The farm mare commanded. “Ah know just what- uh..ugh!”

Applejack doubled over as convulsions wracked her body. The Benighted dragon knew well enough that the dream demon within her was nearly at full control but not how much longer it would need. His train of thought was derailed by the tantalizing sound of fabric straining and the visceral noise of flesh remolding.

“It would probably be less intense without clothes.” Spike mused as he debated offering a claw to cut the bountiful beauty free. “Then again, making them explode is a tradition at this point.”

With a whip-like crack, the pitiful pair of shorts finally split apart and exposed her glistening puffy nethers to the bull drake. The heady scent of her arousal rammed into him like a train, threatening to rip his own pants open as his pride stirred to life. A single strap of her rapidly shrinking tank top snapped as holes appeared between her twin peaks. Out of impatience or discomfort, Applejack grabbed what was left of her clothes and ripped them apart. With an audible jiggle, the busty mare’s freckled bounties bounced free, her caramel hued tips nearly hypnotizing the dark drake as they settled.

“Well now, there’s some big ol’ ~uh~ tracks of land.” Applejack gasped as she gave herself an experimental squeeze. “So how ‘bout it, Spike? Ready to plow my field?”

Steam escaped the Champion’s nose as his viral totem escaped his ravaged greaves and slapped against the blonde bombshell’s ample rear with a meaty thwack. The simple sound broke the spell her buxom chest had on him as his eyes shifted southward. Spike had always considered himself a ‘tits’ drake but what was currently crushing his lap was shaking that pedestal. Applejack’s hips and thighs, much like the rest of her body, was mostly hard muscle with just a hint of softness that set her apart from Nightbolt’s lean athletic build or Vanity’s perfect balance. As she lifted herself up, he could just catch a glimpse of the bottom of her cheeks against her blonde tail through the gap of her thighs.

“That thing can kill.” Spike thought as Applejack lined herself over his drakehood, the heat from both their nethers steaming the air. “Pelvis, don’t fail me now.”

“Hmm, now there’s a blue-ribbon cock.” The gamboge earth pony said wryly as she kissed the tapered tip of his head. “Not sure ah can forgive- ah, fuck –Rares fer keepin’- OoooOH –this to her-  SELF!!” 

The first try parted her folds. The second sank into her velvety depths but caught on the many ridges and barbs. It was on the third that she hilted him, knocking the wind out of her and slamming his groin hard enough to make the dragon wince. Applejack braced herself against his shoulders breathing heavily while Spike simply let her get accommodated to his considerable girth. As Gilda had pointed out, the Benighted were the only ones capable of taking him without injury and the Bearer of Honesty was only partially elevated.

“Letting her set the pace would be best.” The Champion’s claws dug into a pair of rocks on the ground as he fought back the instinctual urge to go wild. “Once she’s one of us, then we can go all out.”

“Woo, boy. Yer big.” Applejack gasped out with a silly smile on her face. “Gonna be walkin’ funny after this.”

“Mm-hmm.” Spike concurred as his newest lover spread her legs wider and got her hooves on the ground.

The dragon brought up his knees a bit and sat up slightly to help balance the mare as she slowly began to gyrate. The tyrian drake rumbled in approval as the painful vice-like grip of her passage finally relaxed. Feeling him move more freely within her, Applejack shifted her posture slightly and began bouncing on his lap. The wilderness was soon filled with the rhythmic clap of flesh on scales and breathy moans mixed with bestial growls.

“Mmm, this is a ride!” Applejack said between moans as she picked up the pace. “Come on.”

With a throaty rumble, Spike bucked his hips only slightly as the bountiful blonde came down. The simple motion pitched her forward just enough for the drake to get within biting distance of her speckled chest. Capturing one in his maw, the Champion grazed the supple flesh with his teeth while his tongue lashed her aching peak.

“Hoooouu~ yeesh~” The former farmer moaned as she felt a rapturous pressure building in her core. “’Bout there, Spike?”

“Hmm.” Spike felt he could go longer but letting his partner finish first was the gentledrake’s way.

Applejack’s movements became erratic as she became addled by the desire of release. Everything else seemed so far away and insignificant compared to the dexterous tongue on her breast and the exquisite length knocking on the barrier to her inmost chamber. After so many months with only her fingers and fantasies to provide relief, she was finally about to break. The pressure reached its apex just as she cratered Spike’s loins into the ground, her eyes rolling heavenward in bliss.

“Oh.” Applejack said simply as everything seemed to suddenly freeze in place.

Spike noticed the abrupt pause and released his hold on her tit. He followed the stunned mare’s gaze upward where the pale, baleful moon was now bathing the site in its cold yet welcoming glow. Applejack, the Bearer of Honesty and one of Equestria’s last heroes, let out a small chuckle as she looked back down at her old friend.

“Heh, guess ah’m out.” She said with a shrug as if disappointed she could not think of something more profound in her last moments of clarity. “Y’all best do right by the girls, Spikey., n' mind mah brother.”

“Hm.” The Champion nodded earnestly as he braced for whatever was about to happen.

“AAAAIIIIEEERRAAAAGH!!!” The blonde bombshell let out a blood chilling scream of both ecstasy and agony as she fell backwards off of Spike.

“Here we go.” The New Dragon thought as the light of Empress Moon pushed the mare into the final stage of her ascension.

The gamboge earth pony convulsed violently on the ground as the cold that long lingered in her chest exploded into an icy flood that saturated her being. Concurrently, the pressure in her core spilled over, making her mind go blank as her thighs became soaked with her long-sought release. A horrid cracking noise like falling timber filled the area as the headstrong mare continued to spasm. For a moment, Spike feared that the pony did not meet the same criteria as he and was doomed to devolve into the aberrations they kept in the Canterlot dungeons.

“I know Applejack seemed to be more in the background compared to the other five.” The Champion thought as he got to his feet. “But she doesn’t deserve to end up like-!”

His train of thought was interrupted by something wrapping around his snout. He looked down his nose to see yet another bramble vine coiling like a python and holding his jaws shut. As he reached up to shred the offending piece of foliage, another seized his wrist followed by another ensnaring his ankles. With supernatural might, he was yanked up and against the trunk of a nearby tree. As he slammed against the bark, arm-like branches wrapped around him like the multi-limb hug of a giant insect. With his wings pinned and fire stopped, Spike could only wriggle helplessly against the daemonwood as his latest lover continued to writhe of the ground.

“RRrraaagh~ ah! Ah!” The former farmer’s cries of pain morphed into heavy panting as her long tongue lolled out past a maw of vicious canines. “AH!! Guh-!”

An earthy, reddish-brown sienna reminiscent of rotting apples spread like spilled ink across her fur as her cutie mark shifted into a trio of star-kissed apples that glowed a poisonous green. Streaks of tan and fawn joined her now billowing blonde mane. With her proportions already enhanced, Spike assumed that her ordeal was over and that the New Earth Pony could free him. His assumption proved premature when gnarled wood suddenly erupted from her arms. Fur and flesh gave way to leaf and bark as it spread across her arms to her hands, turning them into rending claws. The growth connected across her shoulders and followed her spine down to the dock of her tail, forming small pauldrons and a mantle. With a sickening crunch, the were-mare’s hooves split and unfurled into claw-tipped toes. The bark ran up her legs to just past her knees like a parody of thigh-high stockings. Finally, the unnatural wood formed a domino-like mask around her solid green glowing eyes that connected with her tapered, leaf-tipped ears, adding a suggestion of swooped back horns to her profile.

“Just when I think I got the whole Benighted thing worked out, this happens.” The still restrained Spike thought as the spriggan’s spasms finally subsided and she rolled onto all fours. “Hope she isn’t feral.”

The hybrid made some plaintive whining sounds before it shook itself violently, sending loose bits of leaves and dirt scattering. It then rounded on the entrapped dragon, teeth bared in a predatory snarl. Still on claws and paws, the timber-pony stalked toward Spike who could not help but admire the way her heaving breasts swayed or how the muscles tensed in her prodigious plot. He became acutely aware that he has still excited by their earlier activities and that it was the only relatively soft part of him exposed. A sick thrill crawled up his spine as the spriggan prodded his length with her muzzle and then dragged her tongue from base to tip.

 “Don’t bite! Don’t bite!” The dragon mentally chanted as if it would ward away the hungry looking creature. “Don’t bite! Bite, do not!”

The sienna synthesis circled her tongue around the tapered head of the tyrian drake’s pride before taking him into her maw. The Champion tensed as he felt fangs graze his tender flesh, excitement and fear warring in his mind. His apprehension turned to amazement as he felt her nose against his groin and her throat tighten around his upper length.

“She didn’t even gag.” The New Dragon thought as the timber-mare began bobbing her head up and down.

“Mmm~” A muted whine of pleasure emanated from the dirty blonde hybrid as her tail flagged high.

A powerful scent akin to fresh squeezed apples and warm syrup wafted up into Spike’s snout. The mental battle between lust and self-preservation resolved in favor of the former as the Champion felt the intoxicating aroma flood his being. A small, logical part of his mind warned him that he was likely just attacked by pheromones but the virile bull dragon did not care. He made to grab the timber-mare by her mane and see just how much she could take but the branches of his prison continued to thwart him. As if to add on to his frustration, the sienna spriggan withdrew completely, viscous strings of saliva and his own arousal dribbling from her panting maw.

“Rrrrgh~” The sylvan hybrid snarled, her voice a mix of a guttural growl and creaking timber as she dug her claws into his scales and dragged herself up to his face. “Neeed morrrrre~”

“Stars above, is Applejack even in there?” The sobering thought put a damper on the drake’s primal instinct.

Spike stared into the beast’s eyes, dreading that the Element Bearer of Honesty had been lost to whatever strange mutation the tantabus had wrought. Her muzzle touched against his snout as she seemed entranced by his gaze. The tyrian drake maintained his stare, trying the replicate the infamous technique employed by Fluttershy; at the very least he could demonstrate to this creature who was at the top of the food chain. After what felt like an eternity, something changed in the sienna spriggan. The glow of her eyes dimmed, revealing the apple green sclera and emerald irises. They darted around for a moment in confusion before settling back on the Champion.

“Oh, Spike~” The mare once known as Applejack crooned sultrily, her voice still husky but now without the creaky sylvan affectations. “’Fraid ah lost mah head there fer a bit.”

“Hrm." A slightly more relived Spike offered a smile.

“Ah guess that dream demon still had sum lumberwolf left in it.” The hybrid mused aloud as she gave herself a once over. “Hellfire, ah even got toes now.”

“Even her accent got thicker.” The dragon noted as he also took a closer look at the lucid lumber lycan. “Aww, she kept her freckles; that’s cute.”

Her gaze found Spike’s still emergent drakehood prodding her just below her navel. The sight of the glistening totem of virility stirred a very base desire in both her animal and oneirological side. A wolfish grin spread across her face as looked back up at her draconic lover.

“Don’t think ah’m done wit you yet, Spikey.” The sylvan synthesis said breathily as she pushed off the bonded drake. “Field’s been plowed but you still got seeds tah sow.”

“Happy to serve if you cut me down firs-!” Spike’s train of thought derailed and exploded as timber-jack turned around and leaned forward. “WHOA MOMMA!!!”

Applejack had always possessed a pear-shaped figure; an irony that Rainbow Dash would often teasingly remind her of. While being Benighted had shifted her proportions closer to that of an hourglass, the fact she was bottom heavy was preserved and enhanced. The seam of fur and bark on her legs combined with the Venusian dimples on the small of her back framed her muscular rump in a peachy heart. Her dirty blonde tail flagged up and out of the way, giving the dragon a clear view of her winking nether lips and the tight ring of muscle just above. So enraptured by the tantalizing sight was Spike that he did not notice the tree lowering him until his feet touched the ground.

“Gotta admit, mah dream-demon has good taste.” The sienna hybrid gave herself a sharp spank that sent a wave across her corrupted cutie mark. “Now, where were we?”

The sultry spriggan backed against her restrained lover, savoring the intense heat emanating from his length as it slid between her cheeks. After some adjustment, his tapered head came to rest at dripping entrance to her love canal. Sucking in a breath past her fangs, the altered Applejack felt him sink back into her welcoming depths. Rather than take him to the hilt immediately, she began gyrating her hips in a corkscrew motion.

“Mmm~ Y’all like that?” The hybrid licked her lips as she felt every barb, ridge and vein of her draconic lover in her velvety grip.

“Mmmrgh!” Spike let out a muffled growl as the familiar fire began to smolder in his core.

The New Earth Pony paused at the top of her ‘screw’ and looked over her gnarled shoulder at their union. A knot of ruddy flesh had emerged from the  tyrian drake and she could feel the scalding preleud of his release dripping into her. Spike’s eyes met hers again, a primal instinct shining within them that balked at the hitherto passive role he had been playing. The thought of feeling the carnal wrath roiling beneath the gentledrake sent a thrill of excitement through her Benighted being. Now it was just a matter of provoking it.

“Hold on tight now, sugahcube.” The ex-farmer grinned fiendishly as she threw her entire plot back against the Champion.

“Hrrk!” Steam escaped Spike’s nostrils as what felt like another airship crashed into his pelvis.

The daemonwood creaked as some of its bark splintered and cracked from the impact, a shower of loose leaves falling upon the two. The sienna spriggan ignored both as the exquisite pain of his knot stretching her open and his tip breaching her inner chamber made stars flash in her vision. Not even waiting to grow acclimated to the length and girth, the New Pony abandoned her corkscrew pattern and settled for simple yet bone shaking piston motion. A rhymic popping sound joined the plap and creak of wood and flesh on scales as Spike’s knot would slip free only to plunge right back in. The timber-pony gasped and moaned as a puddle of her pleasure formed between her paws, soaking the roots of the tree as each blow challenged its hold on both Spike and the ground.

“Uh, haa, oohh~ Getting’ close, Spiiike?” The altered Applejack’s tongue lolled out of her mouth in bliss. “Come on, fill me up~”

“Rrrgh! Mmmrgh!” The Champion barely registered what she said as the deamonwood began to lean precariously back. “RRRRAAAGH!!”

With one last powerful buck, the were-mare accidently uprooted the tree holding the dragon in place. With a primal roar, Spike ripped himself free of both branches and vines as the tree crashed to the forest floor. Still hilted in the sienna spriggan, the dragon bowled her over and planted her on her shoulders. The drake grabbed her legs and forced them open, stepped through the assisted split and began hammering the horny hybrid with brutish force.

“Oh! Sweet! Stars!” The New Pony had to brace her claws on the dirt in an awkward headstand as each thrust sent a shock down her frame and bounced her buxom chest against her face. “Ah! Can’t! Take! Ugh~”

Lost in animalistic instinct, the New Dragon and Earth Pony could only growl, grunt, groan, and moan as they both reached their peak. With one last drive that buried the entirety of his pride in the timber-mare, Spike threw his head back and bellowed his rapture to the moon above in a glorious fountain of dragonfire. As the first pulse of virile drake seed surged into her core, the creature once known as Applejack added her voice to the celebration with a long, echoing howl. The very Everfree seem to applaud their union as the trees and shrubs shook of their own volition and packs of timberwolves, basks of cragadiles, bunches of bramble vines and other animated flora joined the reverberating call. The chorus eventually faded and muted as Spike’s fire guttered to a few sparks before winking out.

“Moon above, that always feels good.” The tyrian Champion thought as clarity returned to him. “Definitely going to be sore for a bit though.”

He looked down at the latest addition to his horde to find a silly, almost drunken smile on her face. Her belly had bloated with his release and while his pride had begun to soften and withdraw, the dazed timber-mare’s supping tunnel refused to let him go. With all due care, the dark drake stepped back through her twitching legs and gently laid her down on her back. He flooded inmost chamber audible sloshed as she shifted, earning a giddy giggle from the sylvan hybrid. Minding his strength, Spike tried to extricate himself from the spriggan. His softening knot spread the ex-farmer out, allowing a spray of their combined juices to escape. With one last grunt and a tug, the New Dragon popped free and fell on his tail with a thud.

“Uuuugh~” The New Pony moaned as a steaming torrent of pearly white flooded out of her bruised and quivering nethers, filling the air with a heady scent as the mess steamed in the cool night.

“Something tells me I’m three for three now.” The father-to-be thought as he watched the more than likely mother-to-be bask in the afterglow. “Wonder what our foals will look like with her being… Timberjack? Applewolf? Applethorn? Eh, names for later.”

While he mused about the future, a gleam caught Spike’s eye. Amongst a pile of shredded clothes, shining in the moonlight was a golden apple. Curious, the drake reached over and picked up the shimmering fruit. He would have preferred a gemstone but Vanity had suggested adding more to his diet for all their benefit. Shrugging, the dragon was about to pop it into his mouth when a creaking got his attention. Looking over, the fallen tree seemed to be pointing at him and making the ‘nuh, uh, uh’ gesture with a finger-like twig. Spike looked from the log to the apple to the cum-drunk mare and back as he deciphered the intent. Slowly, the Imperial Champion moved the precious treasure away from his maw and held up a free claw in placation.

“The woods seem to be looking out for Applejack.” He mused as the daemonwood gave him a ‘thumbs up’ before going dormant. “If she has some control over it…”

The possibilities of finally getting the Everfree under control were many. Travel between the isolated cities could resume along with agricultural projects. To say nothing of robbing the resistance of their greatest hiding place. Deciding that such civil matters were better handled by Empress Moon, Spike shook off some lingering fatigue and got to his feet. Stomping back toward the hybrid, he was greeted by a raucous snoring. After everything they had done plus what were likely months since she last had a restful sleep, the dragon could only smile in understanding.

“Yeah, a peaceful slumber is one of the better perks of joining the Empire.” Spike thought as he stooped down and slid his claws under the snoozing spriggan. “You got a lot to look forward to, Jackie.”

Applejack only muttered something and snuggled against the living furnace as the Champion lifted her bridal style. He stretched his powerful wings and was about to take off when something occurred to him. Looking back as the ruined clothes, he found the well-worn Stetson lying on the ground. Using his tail, Spike whipped up the hat and placed it on his passenger’s head.

“Doesn’t quite fit anymore but Vanity can work her magic.” The Champion mused as he took to the air. “Okay, I’ve had my fill of nature for tonight. I need an ice pack and an entire chest of gems.”

The New Dragon broke through the canopy of the Everfree and entered open sky. After taking a moment to orient himself, he set off for the distant Mount Canterhorn with the New Earth Pony still in his arms. Along the way, he passed back over the ruins of Sweet Apple Acers. He scanned the area but saw sign of neither his colleagues nor their quarry save for freshly churned mud and the hulking wreck of the lumberwolf.

“Don’t see any other tracks leading into the Everfree so Dash and Knight must have gotten Fluttershy and Big Mac.” Spike internally mused as he continued his flight. “Wonder if they’ve been brought into the fold yet.” 
> Super Freaks
> --------------------------------------------------------------------------

The halls of the Canterlot palace were as quiet as a tomb. Granted, there was normally very little activity in the capital ever since the onset of Night Everlasting. The majority of the palace denizens were staff, guards and the occasional visiting supplicant. The majority of the civilian population remained in the metropolis, carving their own little piece of Benighted Equestria for themselves. Now, however, orders had gone out to lockdown the palace and confine all non-essential staff to their quarters. The guards had been put on alert and instructed to report any and all sighting of a rogue Umbral thestral.

“Don’t you think all this is kind of overkill?” A patrolling bat-pony asked his partner as they turned yet another empty hall. “We’ve had bat-ponies go Umbral for months now. What makes this one special?”

“If I had to guess, this one is one of Her Majesty’s ‘New Populace’.” The bat-mare said in a near whisper. “They took to the juju a little too well and are now on a rampage.”

“Yeah, that tracks.” Her compatriot nodded in agreement. “Speaking of, are you going to join them? The ‘New Populace’, I mean.”

“I think we all will at some point.” She scrunched up her nose in thought. “But as an early member… I probably would. I saw the Champion in action at the Stratofortress and I gotta say: hot damn!”

“Heh, if I had a bit for every guard that wanted a piece of the champ-!” The guard fell silent as a muffled crash caught their attention. “Did you hear that?”

“Yeah and I doubt that was the wind.” His partner gripped the hilt of her sword as a clattering noise sounded out from behind a set of doors labeled ‘Dining Hall’. “In here.”

The pair stacked up on the entrance and waited for a moment. There was a tense silence that was broken by a loud metallic clanging followed by a blood curdling shriek. Who or whatever was inside was not happy.

“Think we found our renegade.” The bat-stallion grimaced. “On three?”

“Two… one…” The thestral mare counted down just to mess with him. “Go!”

The pair burst into the hall fully expecting a fight only to be greeted by nothing. The long gallery was dark and seemingly unoccupied. The only source of light was the baleful glow of the full moon streaming in through the windows. Upon closer inspection, the keen-eyed guards noticed one had been smashed inward with glass littering the floor. On the sill and across the stones were claw marks; whatever had broken in had scrambled across the room, overturning a few tables in the process. A large equine figure was slumped over one of said tables, a mess of food scraps and cutlery scattered around it. The bat-stallion cautiously approached, unsure if this was their intruder or not. Upon noticing a horn atop the pony’s head, he let out a sigh of both relief and frustration.

“It’s just one of the nobles.” He said as he turned over the rather corpulent patrician. “Appetite beat out lockdown orders, huh, tubb-!”

The noble gazed up at him with sightless eyes, the color drained from a face frozen in horror. Her finery was riddled with claw marks; a sign that she had fought back however futilely. Two sanguine pinpricks on her thick neck stood out against her near white coat, bringing all rumors and tales had had ever heard about his Umbral compatriots to the forefront of his mind.

“Nightmare, preserve us.” He said in a fearful whisper as his partner joined him.

“Knight’s not going to like this.” The bat-mare muttered as she stooped down to inspect the body closer.

She noted that the blood was stiff fresh and the body still held a hint of warmth. The rouge had drunk deeply but given the amount pooling on the floor, it had deigned not to finish either due to their intrusion or unsatisfaction. In either case, if her limited understanding of the secretive elite of the legions was true, it would seek further nourishment.

“Looks like it went for seconds at the all-you-can-eat.” The bat-mare indicated a few crimson claw marks that lead away from the body. “Nothing we can do for her, let’s go.”

The thestral guards drew their swords as they followed the trail toward the buffet. The intruder had thrown open the empty heating pots clearly looking for sustenance before making its way to the kitchen in the back. Their tufted ears caught the faints sounds of movement along with almost animalistic panting. Taking a breath to steady their nerves, the two quietly pushed past the double doors into the prep rooms.

“Moon above.” The bat-stallion gasped as he beheld the state of the kitchen. “Something was hungry.”

Much like the buffet, the appliances had been torn apart by the intruder until they had reached one of the coolers. The heavy door had been ripped straight off its hinges, allowing a cool mist to waft out. Inside was a veritable fruit and vegetable massacre; desiccated husks, gnawed cores and piles of seeds lay amongst the ravaged shelves and eviscerated boxes. A spoon clattering on the ground ripped their attention away from the cooler just in time to catch a flash of cameo disappear back into the main hall.

“If it just ate…” The thestral mare said with evident dread. “…then we know what’s next on its list.”

“We should report in.” Her partner seemed to share her trepidation. “Remember how many of us it took to keep Commander Knight down when he first turned?”

The two retreated back the way they came, hoping that the renegade had moved on or had not noticed them. They stealthily moved past the buffet and through the rows of tables, the bat-stallion barely registering that the noble had disappeared. It was only once they were within sight of the doors did their nocturnal senses pick up a soft sound akin to pillows brushed against each other.

“Is that-?” The bat-stallion asked only for the distinctive chime of magic to cut him off. “Down!”

He dropped to a knee expecting a flurry of incandescent bolts to fly overhead. Instead, an eerie crimson aura surrounded his partner’s neck. She barely had time to choke out a scream as she was yanked back across the hall. The guard skipped across a few tables before finally coming to a stop in the stout embrace of the not-so-dead patrician.

“What the hel-AHHH?!” The thestral mare screamed in pain as the noble chomped into her shoulder, fangs biting through her armor as her predatory eyes shone with carnivorous hunger. “GET OFF!!”

“Shit! I’m coming!” Her partner quickly stood up and broke into a sprint, vaulting over tables and chairs as he went.

He was a short charge away from his imperiled partner when something bounced off his helm. A quick glance downward revealed an apple core, gnawed down to the stem and seeds with barely a sliver of desiccated flesh holding it together. A sense of foreboding washed over him as he slowly shifted his gaze upward, his compatriot momentarily forgotten.

“Oh.” He said simply as he realized their supposed quarry had found him first.

In the darkness of the vaulted recesses, a pair of glowing crimson eyes gazed back at him. Every instinct screamed at him to run; to call for back up and medics to save his partner. An Umbral was more than a match for some smaller dragons let alone a single thestral. He could run back into the halls where he knew more guards would be patrolling. He could even fly out the window where at least he would have more space to maneuver.

The intense Stare compelled him to stay.

“I…I…” Even the guard’s tongue was paralyzed as the lurking figure silently dropped from the ceiling and alighted on the floor.

A cold sweat broke across his brow as blood-stained fangs gleamed in the moonlight. The clip-clop of cloven talons sounded like a death knell in his ears as the figure approached. The predatory eyes commanded his attention, forcing him to crane his neck and eventually fall back on his tail as the looming chiropteran equine entered the moonlight and stood over him.

“Y-you…” He managed to gasp out as he recognized the mare.

An amused chitter was her only response as she stooped down to his level. Vicious claws reached out and raked across his armor, seeking and then severing the belts that held it in place. The same occurred with his greaves, leaving him in just his underclothes. He felt a slight pain as the claws traced along his jaw and slid his helm off. The claws then dragged down his neck to his chest and forced him on his back with a slight flex. The statuesque mare then crawled over him, effectively pinning him to the floor under her truly extraordinary endowments. A sick sense of arousal warred with mortal terror as he felt a claw travel southward.

“Hush now~” The vampiric mare’s command seeped into his mind like sweetest nectar, drowning his fear in a sea of bliss. “Quiet now~”

The guard was faintly aware of his stallionhood being exposed to the air and the beautiful ruby eyes leaving his longing sight. Warmth like a heated blanket on a cold winter night enveloped his being followed by a sense of rapture he had not felt since the Nightmare’s return to her faithful followers.

Then he felt nothing at all.





It was another peaceful night in the capital city of Canterlot. Life was slowly but steadily returning to the mountainside metropolis as imperial citizens settled into a new yet familiar normalcy. Merchants hawked their wares in market squares while workers reported to their shifts. Imposing legionaries still patrolled the streets but the stigma of an occupying force was wearing away as the commoners grew accustomed to their presence. Such was the extent of their integration that when the Imperial Champion flew above the rooftops, some offered friendly waves and even a few cheers rather than scatter in fear like vermin.

“I think the stunt I pulled with Nightbolt helped with that.” Spike mused as the scattering a praise warmed his heart. “Hmm, I wonder if this is how Empress Moon feels now.”

“Mmm~” A sleepy hum from the passenger cradled in his scaly arms caught his attention.

Applejack, or rather the New Earth Pony that had once been the Element Bearer of Honesty, unconsciously snuggled closer to the living furnace that was the tyrian dragon. The drake had to admit that even with the sylvan affects growing out of her, she slept cute. He was still not sure how to explain what had transpired in the Everfree to the others but he would cross that bridge when he came to it.

“Which would be right about now.” Spike thought as he approached the looming palace. “Huh. Looks like the Dashs are on patrol.”

Lightning flecked prismatic contrails crisscrossed the airspace around the moonlit edifice. Wings of considerably slower legionnaires flew amongst the many towers, evidently searching for something or someone. One of the sapphire speedsters peeled off and made her way toward the dragon. The prismatic mare nosed over in a showy maneuver before she pulled up alongside him and matched his speed.

“Hey! Big sexy! Was wondering when you’d get back!” The uniformed Dash called out. “We got a bit of a problem! Emergency meeting in the Crystal Wing! You can get a pot for that plant thing later!”

“She’s- Rrrm.” The Champion tried to reunite the old friends but the Herald had already zoomed ahead. “Fine.”

“I have a sneaking suspicion this involves Fluttershy.” The New Dragon thought as he banked toward the crystalline abode of his beloved Vanity. “Or maybe Discord pulled himself together.”

Following the prismatic contrail, Spike weaved between the towers until he came to a balcony overlooking the countryside. He could make out several equines standing on it; chief among them was the imposing figure of the Empress of Eternal Night herself. Feeling a pang of worry in his gut, the Champion alighted on the balcony along with Dash and immediately knelt, minding that he did not break his snoozing passenger over his knee.

“Welcome back, my Champion.” Nightmare Moon bid him rise in a collected tone. “You brought back a tree?”

“Uhh…” Spike shrugged as he straightened up a revealed his prize. “Sort of.”

“Is-! Is that Applejack?” Dash raised her flight goggles and looked over the sylvan spriggan. “The fuck happened?”

“Don’t know.” The tyrian drake admitted.

“She’s already been Benighted, it seems.” The inquisitive imperial Dapifer Nightshade was already scribbling something down on a clipboard. “Perhaps the tantabus awakened something that was already there?”

“I think I would remember something like this happening.” The dragon searched his memory and did not come up with anything beyond his temporary honor-induced servitude to the apple farmer. “We probably won’t know until she wakes up.”

“We will have time to investigate this anomaly later.” Moon put a pause on their inquiry as her long horn ignited and enveloped the latest addition to her New Populace in her cyan magic. “For now, we have a problem with the one known as Fluttershy.”

“And here I was hoping for a chest of gems and a cozy snuggle with Vanity.” Spike mentally lamented as smoke escaped his nose in a tired sigh. “No rest for the wicked, I suppose.”

“Long story short; after Knight and I caught ‘Shy and Mac…” Dash headed off any questions by surmising what had transpired. “…’Shy took a hit of the good stuff, decided she was tired of being nice and that it was time to go bat shit.”

“Uhh… aptly put, Herald.” Nightshade looked like she wanted to correct a few things but decided against it. “Commander Knight is leading the hunt but has suffered casualties.”

“You, my Champion, are to assist in her recapture.” The Empress ordered as she lifted Applejack out of Spike’s arms and held her limply in midair. “She has proven beyond my guards’ ability but I expect you will have greater success.”

“Very well.” The tyrian drake nodded his assent even if he knew it was irrelevant to the almighty Alicorn. “Where do I start?”

“The guards picked up her trail near the lower levels; she’s been hitting kitchens and mess halls so far.” Dash answered as she donned her goggles again. “Me, myself and I are on the perimeter making sure she doesn’t leave the palace.”

“Commander Knight is in the east wing cafeteria.” Nightshade added almost absently as she orbited the floating timber-jack, pen furiously scribbling. “I’d check in with him first.”

“Right.” Spike rumbled as he ran a claw through is fringes in thought.

“I have the home field advantage and back up this time.” He mused. “But I’m also running on empty and if super ‘Shy is strong enough to have Moon spooked, this might be tricky.”

“Once you have the renegade, bring her to the throne room.” The Empress of Eternal Night waved a dismissive hand as she turned to leave. “I will see to it that she and her friend here are properly integrated into the Empire.”

With that, Moon sauntered into the palace along with a still slumbering Applejack. Nightshade followed just behind them, muttering theories and possibilities all the while. Spike, not one to squander the opportunity or avoid indulging in petty perversion, watched them depart with keen attention to their flanks. Dash seemed to share his predilections as she rested her head on his should while her gaze switched from tight business attire to sheer regal gown to bare fur and bark.

“Hmm, with her proportions, AJ is more pronounced but Moon is bigger overall, being an Alicorn and all.” The sapphire speedster whispered slyly. “As for Nightshade, well, ‘thicc’ as she is, it’s really not fair for her until she gets some tantabus in her like the rest of us.”

“After tonight, my tastes are all over the place; big and bubbly, tight and firm, thick as oatmeal…” The dark drake thought as he sneakily reached up and grabbed a clawful of spandex-clad Dash. “… and of course, tomcolt fit.”

“Yeah, mine’s pretty awesome.” The New Pegasus grinned wolfishly. “I’d offer a quickie but we gotta stop ‘Shy from eating everypony.”

“Maybe later.” Spike agreed as the Imperial Herald pushed off from him. “Lead the way.”

The sapphire speedster slipped off the balcony and spread her wings, catching the wind beneath them and settled into a lazy glide. The Champion followed right after, snapping a piece of a crystalline tower off for a quick snack as he went. As he munched on the crystal, the tyrian drake tried to recall all that he knew of thestrals from his time as Sparkle’s assistant.

“They’re an omnivorous derivative of pegasi; exchanging speed and weather manipulation for strength and nocturnal senses.” The Last Princess’ voice echoed in his mind, filling him with bouts of both whimsical nostalgia and seething resentment that he attributed to his new nature. “Some of the early pegasi tribes made their homes in caves and caverns rather than cloud polis where they gain their chiropteran traits from the fauna that dwelled among them. Pre-Equestrian magic is weird like that.”

Trivia that was more relevant to the current situation involved the infamous Umbrals. As the elite of the already secretive Night Guard, little was known about them beyond rumors and hearsay. It was only after Empress Moon used them as the vanguard of her usurpation that a concise effort was made to learn about them if only to look for weaknesses. One fact that the Equestrian remnants had dug up was that due to their belligerent and predatory nature, Umbrals were once placed in a deathlike torpor by royal edict and only awakened when the need arose.

“Empress Moon ripped up that decree, obviously.” Spike mused as he weaved between towers and spires. “But if we still have whatever they used to put them to sleep around, we could use that to knock out ‘Shy.”

The New Dragon continued to follow the New Pegasus’ contrail down to the ground level of the palace. There was little of note here beyond disused plazas and abandoned parks that had been left to decay once the iconoclasts had completed their ruinous work. The fallen knight recognized the old statue garden where he had made his final stand as a Hero of Equestria all those months ago.

“Thought I’d go down fighting only to catch a cheap shot from Vanity.” Spike thought with a wry chuckle. “Hope she’s doing alright; haven’t had the chance to check in with her.”

Dash brought their trip to a quick stop in an empty courtyard connected to one of Canterlot’s many halls. A small squad of thestral guards snapped to attention as the pair circled above them for a few moments. The tyrian drake alighted on the ground while the Herald remained airborne.

“I got to get back to my patrol. Knight should be just inside.” The prismatic Pegasus said as she pointed to the doors behind the guards. “Anything else or do you got it from here?”

“How’s Vanity?” Spike asked while he had the chance.

“Oh, she’s with the me you knocked up plus some snobs in the Crystal Wing; she’ll be fine, Spikey-wikey.” The multifaceted mare assured him with a smirk. “See you later… unless Flutterbat sees you first! Bah-hahaha!”

“Hur hur.” The Imperial Champion laughed mirthlessly as the cavalier New Pegasus zoomed out of the courtyard.

The door guards saluted the New Dragon to which he acknowledged with a nod as he entered the structure. His keen senses caught the faint smell of fresh produce along with the coppery tang of spilt blood. He also detected a lingering salty-sweet musk of sex. Spike wondered if Knight had decided to take a break from the pursuit with one of his troops when he entered the ransacked dining hall proper. Bins containing piles of crushed, desiccated and otherwise ruined food were being fed into a compost heap while several thestrals worked on getting the hall back in order. In the middle of the hall beside three ominously covered gurneys stood the Umbral Commander himself and one of his legionnaires.

“…tail and report but do not confront her.” Knight instructed urgently as Spike came within earshot. “We can’t risk losing anymore to her.”

“As you command, sir!” The bat-pony snapped a salute before she about-faced and nearly smacked into Spike. “Oh! Excuse me.”

“Champion Spike.” The bat-stallion greeted professionally as the flustered thestral sidestepped the hulking dragon. “Long night?”

“Hrm.” The dark dragon nodded as he considered hunting down an ice block to alleviate the ache in his loins that refused to shift. “You?”

“Getting there.” Knight sighed heavily. “I take it you know of the Fluttershy situation.”

“Mmhmm.” Spike nodded again before he indicated the gurneys. “Who were they?”

“Two of mine and a supplicant that broke curfew.” The Imperial Commander turned and uncovered two of the supine figures. “The latest additions to Miss Fluttershy’s growing tally.”

The Imperial Champion looked to find a pair of bat-pony guards, a mare and stallion. The armor of the former had been shredded while the latter appeared to have been stripped purposefully, exposing both of their deathly pale bodies to the air. Twin pinpricks marked their necks with a thin trickle of sanguine staining their once dusky coats thought the mare had a less subtle bite on her shoulder. Her face was contorted in terror while her companion bore an expression of bliss as if they were parodying the tragedy/comedy dichotomy. It was clear they had both been ravaged but in very different ways as the stallion’s length was standing tall and proud, the flared head swollen and bruised.

“Poor bastard had his soul sucked out through his dick.” Spike inferred with a mix of sympathy and envy. “Doesn’t look like he fought back so… did she Stare him down?”

“At the very least he died happy.” Knight sighed as he recovered his fallen troops. “I’m fairly certain Miss Fluttershy gave them the bites on the necks but this gave the mare the shoulder wound.”

The Commander drew back the sheet of the third gurney, revealing a rather heavy-set noble unicorn in what was once regal finery. It was impossible to miss the sword sticking out from her chest, a standard imperial issue blade if the New Dragon had to guess. She was also caked in blood from the many wounds across her torso. Upon closer inspection, the tyrian drake noted her unhealthy pallor and the fact she had taloned fingers and cloven hoofs. Knight must have guessed his train of thought as he hooked a digit into her mouth and pried it open, revealing the unicorn’s bloodstained fangs.

“A thestral unicorn?” Spike tried to think of any time he may have heard of or read about such a thing but nothing came to mind. “That’s new.”

“Indeed.” Knight said with an undertone of concern as he recovered the body. “Unless there is a secret conclave of baticorns that even we haven’t heard of, it appears Miss Fluttershy can induce a transformation in others somehow.”

“Like a vampire?” The dark drake ventured.

“No, not…ugh. Normally, I would say no but as she is a ‘New Thestral’...” The bat-stallion pinched the bridge of his muzzle in consternation. “Vampire may work for her but not the average thestral; not entirely.”

“Oh?” The dragon prompted the gold-eyed bat-stallion to elaborate.

The Imperial Commander explained that while every thestral has been blessed by the Night as Her guardians, they can embrace this gift even further and become Her hunters. Most describe it as a thirst that lingers in the back of their minds, easy enough to sate with a regular meal or ignore with busy work. However, it grows more powerful with advance age or instances of intense stress such as battle.

“In my case, it was magically induced by Empress Moon upon her return.” Knight said as his leathery wings twitched subtly. “It was… horrifying… yet liberating.”

“Makes since that she can do that.” Spike mused to himself as he glanced at the covered bodies. "With her leather/feather wings and teeth, she is probably part thestral."

Regardless of the time and means, once a thestral has fully embraced their gift, they enter a period of frenzy where base instincts override logic and reason. This necessitated them being subdued and imprisoned less their rampage go unchecked. Rather than let them waste away in chains, they found purpose and discipline in military matters.    

“Thus did Princess Lu- the Pretender –create the Umbrals; the elite of the old Night Guard.” The Commander said almost regretfully. “Hence why we are usually just called Umbrals but I think that’s like using a profession as a species. Also, I recently learned that umbrums- what Sombra was –exist and I can see how the two would get confused.”

“I always thought Sombra was just a juiced-up unicorn.” Spike could not help but wonder if the thestral was just messing with him. “If there are really more like him, that might be a problem... or a boon.”

“Nightshade and I have been thinking of a better name for us. I’m partial to sanguinaries; a portmanteau of sanguine and legionaries.” The ‘sanguinarie’ thestral looked to Spike for his opinion who just shrugged. “Well, we might get stuck with ‘vampire’ anyway. Getting back to that…”

After his quick tangent, Knight explained that his ilk enjoys preternatural strength, reflexes and a degree of longevity which makes the initial frenzy all the more dangerous. In time, they would regain control of their faculties but would remain notably ravenous, belligerent and licentious regardless of how demure or refined the thestral was before. So far, the one notable exception was standing before the tyrian dragon.  

“Those traits make for fine warriors but not a stable population.” Knight concluded seriously. “Our current trajectory is a nosedive into monstrous barbarity and eventual extinction; not something I imagine Empress Moon wants for her cold, dark but gentle world. So, as you can imagine, we have a lot riding on Miss Fluttershy’s successful integration at least until the Benighting process is perfected.” 

“So ‘Shy’s bender is a result of the frenzy of new vampire powers plus the ecstasy of a tantabus enjoying the delights of reality.” Spike thought as he nodded in understanding. “Now we got to sober her up.”

“What about the torpor?” Spike asked. “What’s that?”

“Ah, yes. A deep dreamless sleep used as an alternative to a mindless frenzy for fresh sanguinaries.” The bat-stallion rubbed his chin in thought. “We usually used potions and I think I remember the recipe. The trick was getting one to drink it.”

“Hold them down?” The Champion suggested.

“If we had the numbers.” Knight grimaced slightly as he rubbed the back of his head. “Alternatively, we would have a, *ahem*, volunteer drink it and then have the sanguinarie drink them. The drug in their system would knock them out before they died… usually.”

“We’ll call that plan B.” The tyrian drake understood the Commander’s trepidation.

“While I’m thinking about it, drinking blood is about the only thing we have in common with vampires.” The gold-eyed thestral seemed keen on making the distinction. “We have reflections, can cross running water, garlic only works if you’re actually allergic and getting bit by one doesn’t-!

*SCREEEE!!!*

A soul-chilling screech echoed across the hall, cracking the glass in the windows and setting Spike’s teeth on edge. While he merely winced at the sudden onset tinnitus, Knight clapped his hands over his tufted ears and doubled over, fangs bared in a pained snarl. His troops fared little better with most dropping to the floor screaming in agony. As the harrowing call faded, two of the supine bodies suddenly sat up.

“Still alive?!” The dragon gawked as the not-so-dead bat-ponies slowly turned to look at him and the now recovering Knight.

Their comedy/tragedy recreation had been reversed with the mare now grinning hungrily at the Commander while the stallion hissed venomously at the Champion. There was no overlooking their now elongated fangs nor the tell-tale glow in their eyes as the new vampiric sanguinaires struck. In the blink of an eye, the bat-stallion lunged for Spike’s neck. To his relief, for all the feral strength of the vampire, his fangs could not pierce his scales.

“Get off!” The Imperial Champion roared as he grabbed his attacker by the tail and pulled.

Sparks flew from talons on scales as the dragon yanked the crazed vampire off of him. Still holding the fiend by the tail, Spike whipped him over his head and smashed him down into the marble floor. The feral thestral let out a dazed shriek which the tyrian drake cut off with a hard stomp on his face. With the bat-stallion now out cold, the Champion checked on the Commander. The sanguinarie mare had succeeded in biting into Knight’s neck and was drinking deeply with her eyes rolled back in her head in bliss. Before the New Dragon could render aid, the gold-eyed thestral suddenly tensed up and slugged his attacker in the gut. A crimson mess erupted from the bat-mare’s maw as she stumbled back, sputtering and coughing. With an animalistic roar, Knight repaid her in kind and viciously chomped down on her neck. Her knees buckled while her claws raked across the Commander’s armored back as if locked in a lover’s embrace. In time, the vampiric mare let out a pleased sigh as she went limp and Knight let her fall to the ground like a sack of potatoes. The Commander stood trembling as he stared at the mare as if contemplating whether or not he should finish his meal.

“Knight?” Spike asked cautiously, half expecting the formidable thestral turn on him.

“I…I’m here.” Knight snapped out of his haze yet unconsciously licked at the ichor that now soaked his muzzle. “Like I said; frenzy.”

“Least this one stayed down.” The New Dragon gestured to the vampire unicorn that remained still.

“Hard to come back from a sword through the heart.” The Commander said as he prodded the corpse just to make sure. “Apparently, I need to amend what I said: getting bit by a sanguinaire won’t turn you into one unless said sanguin- okay, fine -vampire is imbued with a tantabus.”

“Between Timberjack and Flutterbat, Nightshade is going to have to write a whole book on the side effects of becoming Benighted.” The tyrian drake mused as he considered immolating the body. “Guess she’s doing that anyway. Reminds me of Twilight in a way.” 

“So does this mean…” The dragon pointed to the slightly twitching bat-mare to the bleeding love bite she had given the Commander.

“I’m already one.” Knight pointed out as he covered the wound with a wince. “Can’t double up on it… I hope.”

“I thought I heard something about a vampire eating another vampire leading to something bad.” Spike thought as he doubled checked to make sure he himself had not been bit. “Or maybe I’m thinking of one of Pinkie’s tabletop games.”

“You there! Send word to the infirmaries that anyone who has been attacked by Fluttershy needs to be secured and sedated.” The Commander ordered a thestral who had just know recovered from the screech. “We got enough problems without her triggering a riot.”

“Y-yes, sir!” The still shaken guard managed a salute and took off.

“We need a plan.” Spike rumbled as he hefted the unconscious sanguinaires back onto the gurneys where guards strapped them down and carted them away.

“Well, I was trying to herd her into an ambush before this happened.” Knight huffed as he let a medic tend to the wound on his neck. “Hmm, do you happen to remember what her friends did the last time Fluttershy went batty?”

“I think I slept through that.” The dragon tapped a claw against his chin as he paced about in thought. “Pretty sure Twilight fixed her with magic after the rest of the girls baited her with…”

“A big apple.” The New Dragon’s eyes lit up as he realized what the renegade vampire would desire most.

“Manehatten?” Knight arched an eyebrow. “Did I miss something?”

“Macintosh.” Spike clarified. “Where’s he?” 

“The dungeons in the undercroft where we keep the abominations.” The Commander grimaced as the medic finished her work. “I’m still lost; why would Fluttershy want the Apple sibling?”

“Who doesn’t?” The New Dragon grunted.

“Ohh, I see.” The thestral refreshed his memory of the salacious rumors surrounding the big red farmer and his eligibility as a bachelor. “I doubt Mister Macintosh will cooperate but that really isn’t a factor.”

“Stake him out in a field for her to find.” Spike plotted aloud before he remembered baiting the trap was only one component. “And the torpor?”

“I can shake down an apothecary for the ingredients.” Knight said after some thought. “Still the problem of getting her to drink it but we’ll cross that bridge when we get to it.” 

“Backup?” Spike gestured to the other thestrals.

“Bringing in more would be a liability if she can make them go berserk.” The Commander shook his head and regretted it as the bandage strained. “Between a bull drake and a veteran sanguinaire, the two of us should suffice.”

“I am a bit more worried about you.” The Champion gave the thestral a sideways glance. “Sure, you shook off the crazy this time but you nearly chewed that mare’s head off before you did.”

“I’ll prepare the potion while you collect Mister Macintosh.” If Knight noticed his expression, he ignored it. “We’ll meet in the dungeons and find a good spot for our trap afterwards. You may have to take point but I doubt she could get through your scales.”

“Why do his assurances leave me cold?” Spike decided to keep his further misgivings to himself as his new partner stood up and adjusted his armor before setting off. “Knight seems like a decent sort but it seems like he’s fighting against the tide when it comes to saving the thestrals from vampirism.”

The Imperial Champion blew smoke out his maw in a weary sigh as he decided to leave the hall via the shattered window. He took to the air again and flew off toward the closest entrance to the undercroft. He kept an eye out for the renegade vampire but beyond the earlier screech, there was no sign of her.

“She might be carving out a lair to roost in.” Spike mused as he approached the bunker-like ingress of the Canterlot underground. “Plenty of caves around plus there’s that giant cavern in Mount Canterhorn after the-!”

The New Dragon was snapped out of his thoughts by the state of the cavern entrance. The iron portcullis that once barred the way had been torn open, leaving an eye-shaped hole in the middle. Beyond the breach was a tunnel illuminated by glowing crystals that lead directly into the quiet underground. The deathly silence mixed with the chilly draft filled the Champion with a sense of foreboding.

“Either we have a prison break on top of everything or I was right about the semen demon being in the mood for apples.” Spike thought as he stepped through the breach and ran into the quiet depths. “Hope Big Mac is ready for his date.” 





The dungeons of Canterlot had an infamous reputation even before the rise of the Usurper. The semi-natural cavern system was a leftover of the crystal mine that had funded the majority of the capital city’s construction. What had once been used for storage had been repurposed to hold the criminal elements of old Equestria. Even with its relatively forgiving courts, the old regime still had its share of bandits, rogues and worse. The equines assigned to watch over them were little better, often the dregs of the guard who were better off kept out of the public eye. Now with the ascendency of the Lunar Empire, the undercroft held new types of monsters.

“Sweet Sun above, what has Nightmare done?” Perhaps the one innocent soul in the dungeons muttered as he gazed out from behind bars at his ‘blockmates’.

Abominations, mutations and deviations snarled, roared and gibbered from their cells in a cacophony of noise. Big Macintosh knew these poor creatures were once friends and neighbors that had been abducted by Moon and subjected to her depraved experiments. Some bore a resemblance to who they once were if one could discern identifying features amongst the disproportionate limbs and crooked bodies. Others were little more than inchoate masses of bones, flesh and eyes with barely a trace of sentience let alone personality. The red farmer groaned as he thought he recognized a few faces from his trips into Ponyville.

“I hope y’all don’t remember.” He turned away from the sight and tried to block out the din.

Macintosh’s cell was nothing remarkable. A blanket thrown over a pile of molding hay served as a bed while a simple bucket was his only furniture. A single undercharged crystal embedded in the ceiling bathed his sparse room in a flickering light. Unsurprisingly, he had been stripped of his equipment and most of his clothes, leaving him bare-chested in only his jeans. No guards had passed by on patrol or gave him food since he had woken up not too long ago. He surmised that either he was to be forgotten and left down here to starve or, more likely, he was to be the latest subject to feel the Nightmare’s defiling touch.

“Nnnope.” The big red stallion decided he was not too keen on either scenario.

Escape was his only option but avenues were seemingly non-existent. He had gone over his cell several times in search for a loose bar, eroded wall or even a secret passage but had not found so much as evidence of a previous inmate’s attempt. Overpowering the guards when they came for him seemed like a possibility. It was no idle boast that he considered himself a hardy stallion that could take three, maybe four thestrals. Of course, the guards would likely be aware of that and take precautions and if the Usurper herself came to collect him, he was up the creek.

“There has to be a way.” Macintosh grumbled as he tried the bars for the umpteenth time to no avail. “Can’t just sit here when there’s work to do!”

His frustration was underpinned by a profound sense of guilt. They were a stone’s throw from safety until he got stuck in the mud like an overfed hog. Because of him, Applejack and Zecora were likely being hunted by a dragon while Fluttershy had been captured along with him.

“Fluttershy.” The stoic stallion beat his head against the bars in self-deprecation. “You beautiful fool, why did you try to save me?”

The eldest Apple knew his sister could take care of herself and he was no stranger to the witchdoctor’s many talents. The thought of any harm befalling the kindly animal keeper, however, got his dander up. It may have been some idea of chivalry or chauvinism but he felt an intrinsic need to protect the precious butter-yellow pegasus. Of course, he would do the same for anyone but there was something special about her. Perhaps anything that marred her angelic features would be a crime against nature itself. Then again, maybe her demur perfection deserved to be shielded from the horrors of the world. Or it could do with her compelling voice…

“Wait, her voice?” Macintosh snapped out of his odd train of thought and perked up his ears.

The discordant noise of the aberrations had fallen eerily silent as they too were intrigued by the soft sounds drifting through the cavern. A song, as gentle as a lullaby, echoed about the prison, filling it with a sense of serenity that had never graced the unhallowed halls before. There was no mistaking the dulcet tones of Fluttershy. However, while her songs tended to have a light twinge of timidity, this siren sonata sounded significantly more sonorous.

“♪~please be at peace/there is no need to fear~♫” The lyrics caressed the stallion’s ears, sending a sense of tranquility through his being. “♫~you will taste sweet release/now that your queen is here~♪”

“All hail… huh?” The farmer muttered without thinking. “Is this a trick or did she escape?”

The steady clip-clop of hooves on stone joined the melodious music, filling Macintosh with a sense of hope. He pressed against the bars of his cell to try to look into the corridor as did the living failures that were his neighbors. A figure soon strode into view, her features obscured by the dim lighting of the dungeons. She stopped at the cell directly opposite of the stallion’s and reached inside. Where the malformed occupant would have torn off the intrusive limb of a guard, it instead nuzzled against the outstretched palm and trilled happily. Macintosh stared at the exchange, hope and doubt warring in his mind. The mystery mare was far taller than even the statuesque Fluttershy and he swore she bore the leathery wings of a thestral. Still, she did not appear to be a guard and unless Moon had dyed her coat and mane, he liked the one-on-one odds.

“Psst! Hey! Fluttershy?” The big red farmer said as loudly as he dared. “That you?”

The shadowed mare turned to face him. A pair of crimson eyes shone out from the darkness and met his, a glint of predatory hunger evident in her slitted pupils. Whatever charm he felt was replaced with a cold fear as the figure stood back up. She closed the distance between them in an instant with a flap of her wings, causing Macintosh to stumble back in surprise.

“Big Macintosh~” The voluptuous vampire cooed breathily. “There you are~”

“Uhh...” Words failed the brawny stallion as clawed fingers curled around one of the bars of his cell.

With as much effort as it would take to discard an empty can, the bat-mare tore the entire cell door out of its frame and cast it aside. The brief window of escape quickly closed as the figure braced a hand against the jamb and stepped into his cell, stooping low to avoid bonking her head and catching her wings. The lone glowing crystal fully illuminated the thestral as she straightened up to her full height, forcing Macintosh to look up at someone for the first time since he could remember. The statuesque stunner’s coat was pale ivory white with a complexion of flawless porcelain; nary a freckle, wrinkle or mole to mar her beauty. An unkempt long mane of cameo pink hung off her head like a pall, cascading down and over her shoulders. Her tail was much the same, flowing like water past the ragged remains of leggings that clung to her long legs to pool at her cloven hooves. A pair of cruel fangs curved over her pouty lips, the ends stained a sanguine crimson to match the dried mess running from her chin down her throat to her collarbone. It took all the willpower the red-blooded stallion could muster to not stare at the vampire’s prodigious proportions as they audibly bounced and jiggled with each purposeful step toward him.

“F-Fluttershy?” Macintosh stammered out as he felt his back against the cold wall.

“In a manner of speaking~” The Benighted Bearer of Kindness leered in carnal desire as she reached out and ran a single talon along his jawline. “Aw, don’t you recognize these~”

The buxom beauty used her free hand to manually jiggle herself. The red stallion’s already flagging will cracked as her rose-tipped peaks danced hypnotically in his vision. He swallowed a lump forming in his throat as the hand on his jaw slid down to his neck, her claws pricking the artery that pulsed with his rapid heartbeat.

“What happened to you?” Macintosh’s voice came out uncharacteristically high-pitched. “How did-!”

“Hush, now~” The pale thestral shushed him with a talon over his lip that dragged down his chin and neck before settling on his broad chest. “Just let me, ah, savor this~”

Her hands drummed against his pectorals before moving across to his shoulder and then down his arms. She took a moment to squeeze his impressive musculature, admiring the results of years of hard labor. With a pleased chitter, the sensuous succubus wrapped her hands around his wrists and guided him upward. The farm stallion made a half-hearted attempt to pull away but that only earned an admonishing vice-like squeeze from the crimson-eyed mare. She gasped as his rough hands met her pillowy endowments, her aching peaks digging into his palms while his fingers sank into her heavenly flesh.

“Oh, sweet apple pie.” Macintosh whinnied as he experienced what he knew was the fantasy of many stallions and quite a few mares.

He kneaded her beatific bust like dough, savoring the perfect balance of give and push. Her warmth spread up his arms and chased the chill from his bones, his own heat beginning to build within his suddenly tight jeans. The stacked seductress moved one of his arms into the deep valley between her mountainous mammaries while guiding his hand to her cheek, loosening her grip on his wrist in the process. The gentle farmer took the hint and lovingly stroked it, earning a content sigh from the vampire as he brushed some of her wild mane out of her angelic face. After tucking a loose strand behind a tufted ear, he playfully booped her on the nose, causing her to giggle as she crossed her crimson eyes to look at his hand. A glint of gold cut through the spell of unnatural romance that had settled on them. The vicious vampire's predatory eyes narrowed and a demonic snarl cracked her flawless visage as she glared ruefully at the simple band around Macintosh’s ring finger.

“Wait! Don’t!” The once betrothed stallion panicked as the thestral tightened her grip on his hand and yanked him to her fang-filled maw.

Fearing she was about to dismember him, Macintosh braced for what he expected to be intense pain when she closed around the last three fingers of his hand. He felt the menace of her teeth and the damp heat of her breath but no crunch of a bite. Instead, he felt a sucking sensation that sent a pins-and-needles numbness up his arm. The brawny stallion watched in frightened arousal as the busty bat-mare enthusiastically drained the red of him up to his elbow. She then shoved her full weight against him, pinning his other arm above his head and trapping him against and in her bountiful breasts. As his arm became paler than her, the vampire pony finally released his hand with a breathy gasp. Macintosh’s forearm was completely numb save for the painful throbbing emanating from the purple and swollen fingertips. He also noticed that his ring was gone. The vampire seemed to swish something around in her cheeks before her attention snapped back to him, her glowing eyes Staring into his with intensity.

“You’re going to love me.” The seductive succubus hissed as her forked tongue snaked out of her mouth with the engagement ring, now twisted into the shape of a heart with bat wings, hanging from the end. “Not Cheerilee, not Marble, not Dash, not Zecora, not Sugar… just me~”

“Just you.” Macintosh droned as the last of his will tried to make the rest of him notice that she had let go of his arms. “Only you.”

He could have made a break for it. The voluptuous vamp was strong but it would not take much to unbalance the top-heavy seductress. Her hands were on him again, one digging into his shoulder while the other scratched at the stubble lining his chin. He was loathed to do it, but a simple headbutt would more than likely daze her enough for him to escape. She had now cocked his head to the side, exposing his thick neck to her as she leaned in.

“Just Fluttershy.” The eldest Apple sibling repeated as the reshaped ring fell to the floor with a tinny clink. “Eeyup, just my sweet sugercube.”

“Yay~” The Benighted thestral squeed in joy as she sank her fangs into her strapping stallion.

Macintosh felt a stab of pain followed by absolute euphoria. The feeling of completing an honest day’s work, having the farm’s profits be in the black for more than a quarter, the onetime Zecora had invited him to ‘experiment’ with a new stamina potion; none of them compared to the pure bliss he was experiencing right now. It was a sensation he never wanted to let go of and Fluttershy, sweet, beautiful, kind Fluttershy, was magnanimous enough to share this gift with him. What cold hearted fool would not call that love? What utter simpleton would not reciprocate the affections of the single most perfect creature in the world? It was as clear as the eternal moon that he belonged with her. He would be by her side to care for and cherish her; to defend her against all that was cruel and debase.

“And no one will take you from me~” The vampire’s whispered dripped like poison into his enraptured mind. “You’re mine now, Big Mac. All mine~”

The New Thestral pulled away from her new plaything with a satisfied gasp, her carnivorous hunger sated for now. A now considerably paler Macintosh slowly came out of his funk, his mind still processing the new and strange thoughts that swam in it. He felt drained in more ways than one yet he could feel an unfamiliar power building in his being as if it were replacing what had been lost. His hands found her shapely flanks, his fingers massaging the trio of bats in flight amongst the stars. 

“I need more~” The busty bat-mare whispered huskily as she leaned in until their muzzles were touching.

Macintosh took the invitation and captured her lips with his own. One calloused but adventurous hand ran up her spine to intermingle with her mane while the other slid down the grand curve of her rump. The sanguinaire's leathery wing’s fluttered in delight as she snaked her tongue into her lover’s mouth. The farm stallion tasted a cocktail of his own blood mixed with countless others. What should have been a mortifying flavor was as sweet as fresh cider to the eldest Apple especially since it came from this wonderful mare. He felt the vampire pressed against him, her immense bosom as soft as downy pillows against his chest as her claws dug possessively into his back.

“Mmmrg…” A half groan half growl rumbled up from Macintosh’s throat as the building unnatural power surged through his veins. “Rrrmgh!”

The brawny stallion’s already muscle-bound frame swelled with the gift the ivory vampire had given him. His back and shoulders broadened to augean proportions as iron-hard sinew reinforced his trunk of a torso. His weathers hooves split into cloven talons while claws emerged from his fingers. The statuesque stunner was forced to break the kiss as fangs emerged from his maw along with a long serpentine tongue. To her delight, the height difference between them shrunk to the point that she was a mere half-head taller. With a loud and drawn-out rip, Macintosh’s jeans split open as they failed to contain a different type of awakened beast.

“Oh! My!” The Benighted beauty gasped as the vampiric earth pony’s turgid length swung up and wedged itself between her legs with a meaty thwack.

It was often discussed within certain gossip circles just what exactly the taciturn stallion was hiding below the belt. Rumors ran the gamut from ‘third leg’ to ‘shame a dragon’ with many speculating that his long-standing bachelordom was a result of no normal mare being able to handle him. Only a private few knew the truth and the nubile New Thestral was just about to join their number.

“It feels like you have quite the gift for me~” The ivory succubus cooed with a devious smile as she subtly hooked a leg around Macintosh’s while placed a hand center mass. “Let me have a better look~”

Despite his now adonic build, the vampire stallion still fell short of the nightmarish strength of the Benighted. His cell blurred for a split second and the next thing he knew he was on his back looking up at the ceiling. Macintosh craned his neck to see the cameo maned mare gracefully drop to her knees on the floor. She then placed her hands on his knees and spread them open, exposing the full glory of the eldest Apple to the vampire. Her eyes shone with carnal delight as she admired his banded battering ram like girth and rich maroon coloration.

“I do like these apples and the tree they grow on~” The New Thestral licked her lips as her gazed traveled down to see the comparably sized Apple family jewels. “Now for a taste~”

The bat-pony leaned over and planted a gentle kiss on his flared head, sampling a dollop of his excitement with a contemplative hum. A pleased grin crossed her features that quickly morphed into a carnivorous yawn that revealed her mouthful of fangs. Her dexterous tongue lashed out and coiled around his twitching stallionhood down to the medial ring. After taking a moment to breath, the vampire dove down hungrily on his pride. 

“Sweet stars-!” Macintosh could hardly believe his eyes as the mare he once knew as Fluttershy did what he long thought impossible and took him entirely to his base without so much as gagging. 

He threw his head back with a hiss as the combination of her supple tongue, sharp teeth and constricting throat threatened to overwhelm his already addled mind. It was when felt her start to suck in earnest that a pang of concern cut through the mental fog. Already, the color around his groin and abdomen was growing paler as the vivacious vampire bobbed up and down on his pride. Macintosh tried to sit up only for the ivory thestral to slap a hand on his broad chest and force him back down.

“Mm, mm, mmmh~” She wagged a finger discouragingly as her muffled hums reverberated down his length.

After giving him a playful tap on the nose, the New Thestral slowly dragged her hand down his pectorals and rippling abs before stopping on his upper thigh. She then hooked her arms under his legs and hefted them onto her shoulders. With a slight grunt of effort, the vampire sat up on her knees and took him with her. The red stallion was left propped up on his shoulders while his rear rested on her monumental mounds.

“Mmhmm~” The vampire hummed her approval of this new position as she returned her attention to the stallionhood making her jaw sore.

Macintosh could only brace his arms against the floor in an attempt to alienate the strain on his neck and spine. While he prided himself on his endurance, the culmination of all that transpired in the last few hours had worn him down. His lower half now possessed a deathly pallor not too dissimilar to the mare whose chin his jewels were currently slapping against. The paling stallion felt a familiar tightness in his loins that signaled that he was near his peak.

“Fluu~ Flutter-!” The former farmer could barely gasp her name before she took him as far as she could go, her nose buried in his groin. “Hroooah~”

Macintosh let out a guttural noise as he erupted in the vampire’s throat like a busted hydrant. The normal rapid pulses of release had been replaced by a strenuous continuous flood due to the vampire’s oral ministrations. The thestral’s glowing eyes rolled back in her head as she felt his virile, viscous seed stream down her gullet and pool in her stomach. The now near sheet white stallion felt lightheaded as his vampiric lover seemed intent on drinking him dry both carnally and carnivorously. Just as the last lucid part of his enfeebled mind feared the approach of death, the statuesque succubus began to withdraw with an undignified slurp. The flood had not fully abated when his broad head became wedged in her mouth, resulting in her cheeks inflating like a chipmunk’s before he eventually popped free and left a parting shot on her face.

“Mmmm~ *Ahh*” The ivory seductress savored the hot and heady Apple juice before she swallowed with a near euphoric sigh. “You are delicious, my lovely~”

Macintosh did not have the wherewithal to respond as darkness crept into the edges of his vision. He was vaguely aware of a raucous noise coming from outside his cell like something or someone had disturbed the perversions of nature. The drained stallion tried to focus his sight and noticed something huge looming behind the vampire, predatory eyes aglow like some fiends from the Pits. His macabre mistress was too engrossed with gathering his essence off her face with her claws and licking them clean.

“Be…hind…Ugh.” Big Macintosh managed to gasp out before merciful oblivion took him.





Imperial Champion Spike moved at a brisk pace down the subterranean corridors of the Canterlot dungeons. The distorted screams and cries of the incarcerated abominations grated on both his nerves and mind. He knew that these living failures were the result of Empress Moon’s experiments. Both he and his beloved Vanity could have easily been one of them had the Usurper’s theory on tantabus-host compatibility proven incorrect. 

“I’m not sure what we plan to do with these things.” The New Dragon thought as he grimaced at some shifting mass of what was once an equine. “Is there a way to swap out the tantabus for a better one or is the mutation permanent?”

Deciding that subject was beyond his expertise, Spike refocused on the task at hand. While he did not have an exact idea which cell Macintosh was being held in, the tyrian drake decided he could follow the faint coppery scent of blood left in the rogue thestral’s wake. As the trail grew stronger, the all too familiar sweet scent of feminine arousal tickled his nostrils. He slowed his pace and dropped into as stealthy a stance his hulking physique allowed. Not too far down the hall, a cell had been torn open and he could hear soft moans and hearty grunts over the monstrous din. 

“Sounds like she found Big Mac.” Spike thought as he crept toward the compromised cell. “Hang in there, big guy. Just keep her busy…”

The New Dragon had just reached the threshold of the room when a ghastly cross between a neigh and a wail froze him in place. A heavy thud followed which told the tyrian drake that the vampire had just finished her treat. The hulking drake quietly stepped into the cell, not entirely sure what he would find.

“Oh, hi there Fleur-de-lis.” Spike thought as he noticed the kneeling mare had a similar color palette to the famous ultramodel’s only for something else to grab his attention.

Lying sprawled out on the floor was a brawny specimen of an earth pony stallion. His half-apple cutie mark and messy orange mane were the only indicators of the normally amaranth Apple sibling. Long fangs now curled out from his lips and his hands ended in sharp claws, one of which was now pointing at the Champion.

“Shit, she turned Mac already.” The dragon spread his arms in an attempt to trap the rogue thestral in a bear hug. “Better deal with this before he wakes up.”

Spike barely heard the drained stallion’s warning as he lunged for the ivory vampire. There was a flash of movement and his arms closed around empty air. The sanguinary succubus had ducked under his grapple and in the blink of an eye turned around and seized the herculean drake by his throat with one clawed hand. While he knew the willowy mare was faster and stronger than most gave her credit for, the fact that her talons were cracking his scales and his breath had caught in her grip still took him by surprise. 

“What?!” The New Dragon’s eyes widened in shock as the pale vampire lifted him off the ground.

*SCREE!!* 

The enraged, crimson-eyed bat-mare screeched as she hurled her attacker out of the cell. The Champion flew across the hall and slammed into the opposing cell, buckling the bars. He tried to get to his feet only for the gibbering occupant to ensnare him in what could best be described as tentacles. The vampire flared her wings and shot out after him, claws raised and fangs bared.

“Not this shit again!” Spike struggled against the unnatural strength of the thing holding him. “Stars, I don’t want to burn her.”

Despite his reluctance, dragon fire welled up in his chest and blew from his maw. With a startled hiss, the sanguinaire thestral flared her wings again and stalled herself in midair as Spike breathed out a plume of flame over himself. With no clothes to worry about, the fire had the desired effect of forcing the cuddly creature to release him.

“Tentacles definably aren’t my thing.” The New Dragon got to his feet and faced his vampiric foe.

The bat-pony had dropped into a feral stance, claws and feet on the ground and her entire body tensed like a steel spring ready to pounce. The tyrian drake squared his stance and slowly circled the snarling predator. The undercroft was too tight for either of them to fly beyond a quick jump so it appeared their bout would come down to who would outlast the other.

“She’s been at it all night but I’m running on empty.” The Champion mentally bemoaned the less-than-ideal conditions. “Moon above, I really need to take up Dash on her endurance training.”

The New Dragon let out a low rumbled as his wings flexed, ready to charge straight through the mountain if he had to. The sanquinaire thestral dug her claws into the stone floor as spittle and blood dripped from her fangs, clearly savoring the idea of ripping his still beating heart from his chest and eating it. The tension between them stretched to a breaking point as both awaited the other to make the first move. Then the pale bat-pony blinked, her slitted pupils relaxing as if some spell had been broken on her.

“Spike?” Her glowing eyes shone with recognition as she looked the herculean drake over from crest to tail. “Is that you?”

“Is this a trick or did recognizing a friend snap her out of it?” The Champion cocked his head to the side quizzically. “Pretty sure I’m on the same tier of friend as Macintosh to her so don’t get too comfortable.”

“Mmhmm.” Spike rumbled in reply.

“Oh, Spikey~” The statuesque succubus smiled wickedly as she slowly straightened up to her full height. “When did you get so tall and, mmm, virile~”

“Ah, she just went from fighty to flirty.” The New Dragon deduced as the vampire approached him. “Just don’t look her in the eyes and… O’ HOLY NIGHTMARE NIGHT!!!”

As he avoided gazing into her crimson irises, his own eyes were inevitably drawn down as if by gravity. If the timber-pony’s prodigious posterior had proclaimed a protestant movement in Spike’s pedestal of physical preferences, the stacked sanguinarie thestral’s humongous hooters had hushed all heretical hearsays. The ivory vampire was truly in a league of her own in which only the God-Empress herself could honestly compete in.

“Oh, do you like these~” The renegade thestral followed his unashamed gaze to her bosom and cupped herself in her claws. “My big boobies? My massive milkies? My super stuffed up sweater stretchers? My honker ba-donker doinky boinkies? My stallion slaying, wind swinging, gravity welling funbags? Tell me you love these super duper mega ultra eat-your-heart-out-Twi motherbucking tits!”

“Oh, I’m not going to make it.” The vampire’s vulgar spiel sent the neurons in his brain into overdrive and stoked the inferno in his core.

“I’ll take that as a yes~” She said breathily as her eyes locked onto the ruddy totem of drakehood that emerged from his bare loins. “My, my~ You’re really not a little dragon anymore, are you~”

The pale bat-mare pressed against him, her massive mammaries squishing against his broad chest. Spike noted that the height difference between them had shrunk considerably with him standing just half a head taller. Steam vented from his nostrils as he felt her claws delicately trace along the many barbs, ridges and veins of his twitching pride.

“Mmm, so warm~” The crimson-eyed succubus sighed happily as her other hand danced across his scaly physique. “I might just keep you~”

“’Shy-!” Spike found his tongue only for the vivacious vampire to hush him with a claw.

“Quiet.” She commanded as an evil resolve entered her glowing eyes. “Let me give you what Rarity never could~”

The ivory vampire slowly, sensually slid down the New Dragon until his length was enveloped in her beatific bosom with only his tapered head left exposed. The bat-mare grabbed her silken flesh and squeezed herself tighter around the drake, earning a deep rumble of bliss. Smirking slightly, she trapped his quivering tip in her lips to hold him in place and began shifting her rose-peaked mounds up to her face and then down to his still bruised lap.

“HRRG!” Spike growled in his throat as he experienced the euphoria of her softness around his pride and her dexterous tongue lashing his head.

The tyrian drake instinctively thrust up into her valley and mouth while his claws flexed testily. He wanted to grab a hold of something; anything yet he dared not interrupt the statuesque stunner particularly with her fangs so close to his tender flesh. The sanguinaire seductress relished in his torment as she increased her tempo and started sucking on the throbbing tip.

“Sweet Stars, when did Fluttershy learn this?” The thought was one of many that floated on the sea of lust flooding the Champion’s mind. “I hate to admit it but her technique is better.”

Spike felt himself approach his limit as the sly succubus switched from moving her colossal bust in tandem to alternating while swaying from side to side. The dragon balled his claws into fists as he willed himself to endure if only to remain in the absolute state of bliss the New Thestral had granted him. A devilish smile spread across her face as she released his leaking head and used her forearms to squeeze herself together until her hardened peaks crossed. With the dragon trapped in her pillowy embraced, she then pulled him up past her muzzle. The Champion was forced to bend his knees and arch his back as she painfully tugged on his length past the limit.

“Like that, Spikey~” The sensuous succubus licked her fangs hungrily as her leathery wings flared. “How about THIS~”

Before Spike could even comprehend what was happening, the vampire used her wings to drive the full weight of her willowy body behind her colossal chest and slammed down on his groin like a pair of meteors from the heavens. The New Dragon, not having fully recovered from his encounter with the sylvan spriggan, fell flat on his rear as he erupted like a volcano. The vampire quickly chomped down on his length just as the first virile wave exploded out. She relaxed her throat and allowed the scorching flood to run down her gullet while she continued to use her bust to coax out more.

“Hooo-ly…” Spike slurred as embers flecked out from his maw, a far cry from the conflagration the usually celebrated his climaxes. “Dat’s gud…”

As lust drained from his mind and an intense fatigue began to set in, the tyrian dragon sensed that they were not alone. In the gloom behind the still sucking succubus, a pair of glowing golden eyes peered out at them. Commander Knight stood just a few steps away, a small vial of some strange purple substance in his grasp.

“Well, this is kind of awkward.” The Champion thought as he tried to get a read on the bat-stallion’s reaction. “Is he going to make a move or just enjoy the show?”

The sanguinaire thestral just stood as still as a statue, his eyes locked on the two. From his vantage, Spike followed his gaze to the vampire’s tail, swaying to and fro like a flag as she shimmed her hips. The dark dragon looked back to Knight and noted his eyes appeared glazed over as his entire frame was tense. It did not take long for the tyrian drake to infer that the good Commander was undergoing a vicious battle of wills with his stoic self and the base beast he sought to control.

“Moderation in all things, including moderation, Knight.” The Champion thought as he used his tail to point to the statuesque stunner’s dripping nethers. “Just mind your aim; I’m down here.”

His heavy hint and the sight of the vampire’s awaiting entrance resolved the war in the thestral’s mind. With a grunt and a flash of claws, he stripped himself to the fur and charged the prone pair. Unlike Spike, Knight reached the ivory seductress before she could detect him and seized her by the back of the neck and forced her down.

“Wha-?!” The Benighted beauty’s cry was cut off by the dragon wrapping her in a hug that trapped her against his chest and pinned her wings.

“Meet Knight.” Spike could not help but grin deviously as he finally got the advantage over the renegade ravager. “You’ll like him.”

“HISSS!!” The voracious vampire made her dissent know with a hiss just before a meaty thwack sent a ripple down her supple frame. “Oh!”

With her current pose leaving her rear high in the air, Knight had deigned to rest his mottled length between her cushy cheeks. Like most stallions, thestral or otherwise, in his profession, the Commander was built like a brick house. More than a few scars decorated his chiseled torso, their origins ranging from griffon claws to unicorn bolts. As the pale vampire’s crimson eyes drank in every detail, her enraged snarl gradually morphed into piqued curiosity.

“Hmm, someone new~” The busty beauty cooed softly as she flexed her rear and made the thestral’s stallionhood jump. “How long were you standing there~”

Knight merely snorted in response as he popped the cork of the flask with a claw. Spike arched an eyeridge as the Commander poured what he suspected to be the torpor over his length and the semen demon’s pert rear. She let out a soft moan as Knight tossed the vial aside and ground himself against the bat-mare, rubbing the concoction into their flesh.

“Oh, I think I know what he’s planning.” The Champion mused as he and the bat-stallion released their holds and allowed the vampire to straighten up parallel to the dragon. “She doesn’t have to take it orally.”

“Enough foreplay~” The statuesque stunner said breathily. “If you’re going- HHHNNGHAAAAaaa~”

Knight silently clapped his claws around her slender waist, pulled back and thrust forward in one smooth motion. A sharp hiss escaped his clenched fangs as he plunged deep into the New Thestral’s velvety yet constricting depths. Any notion that the Commander was a romantic lover was dashed as he withdrew the moment his hips meshed with her rump and drove forward again, uncaring of the chivalric idea of allowing a lady to grow accustomed to a consort’s pride.

“Oh! My! Good! Nesssss~” The ivory vampire slid across the ground with each brutish thrust of the thestral, her forked tongue lolling out of her mouth in bliss.

“Oh, yeah! Come to papa!” Spike licked his chops as her swinging swells came ever closer to his face. “Mine!”

The New Dragon linked his arms around the rogue thestral’s back just below her wings and halted her incremental advance. Her pillowy endowments now hung just above his snout, their rose-kissed peaks tracing hypnotic patterns in the air as Knight continued his bestial battering. Spike craned his neck and captured one in his maw, his teeth grazing her supple flesh as it filled his mouth like melted marshmallows. Unlike the spriggans ample assets, the dragon would have to dislocate his jaw in order to hold the entirety of the vampire’s monumental mammaries. Undeterred, the tyrian drake lashed the captured tit with his tongue, ignoring the faint salty taste of what remained of his release.

“She’s going to get even bigger once the milk factories start up.” The Champion thought licentiously as he switched to the other breast. “No wonder Knight picked her over Dash; that ‘she was once a thestral’ excuse was a load of bull.”

It was then that Spike heard the sound of heavy hoof falls on the stone floor. Knight and the succubus must have heard it as well as their rutting slowed. All three looked up to see a looming figure standing before them. Glowing green eyes stared down at them from atop a mountain of pale amaranth muscle. Clawed hangs were balled into trembling fists; whether from rage or excitement, none could tell. Jutting from between his legs was a battering ram of a stallionhood, glistening in the dim light and already leaking with arousal.

“Damn, mega-Mac.” The smothered Spike had to admit the apple farmer turned sanguinaire cut an imposing figure. “I can hear every mare swooning from here.”

“Yeeessss~” The voracious vampire hissed in delight as she beckoned the eldest Apple closer with a claw.

“Eeyup.” Macintosh rumbled as he sought to resume what he and the titillating temptress had started.

The vampire opened her jaw wide and welcomed the legendary length back down her throat. Spike almost balked as he saw the flared head past down her collar bone. Grabbing a clawful of her cameo pink mane but minding not to hurt her, the vampiric earth pony began sliding in and out of his cherished lover. Seeing that there was no threat of competition between them, Knight resumed his own thrusting. In time, the two stallions settled into a complementary rhythm while the New Dragon was free to attempt to get both of her twin delights in his maw at once.

“Mmmph~ Mm, mm, mm~” Sultry moans was all the New Thestral could muster as carnal pleasure flooded her body from no less than three sources.

Her beloved Big Macintosh’s gigantic girth hammered her throat while his strong hands entangled themselves in her mane. Spike’s gnashing teeth held her beatific bust in place while his dexterous tongue whipping across her aching tips and rosy areolas even caressing her subtle montgomerian bumps. Knight’s claws had shifted to her trio of bats, his claws sinking into her taught flesh as he plowed into her with single-minded determination. She could feel his thick medial ring along with every vein and twitch within her long neglected sensitive nethers as he rammed against the final barrier to her inmost chamber. The New Thestral had satisfied her ravenous hunger and was confident she had established where she ranked among the brutal order of the thestrals. All her instincts were focused now on becoming a Matriarch of her own sanguinary society; to establish a new home and family in Nightmare Moon’s Benighted world. While she still favored the paragon of the Apple family and she could see adding a draconic line to the coven, the becoming thestral officer had proven to be worthy of siring the first scion of her brood by pure skill and initiative. Time would tell if he would become a true consort or just a passing fling. 

“Hmhmhmhmmmm~” The ivory vampire let out a muffled laugh that slurred into a moan as her crimson eyes rolled back into her head.

The stallions’ thrusting fell out of rhythm as the New Dragon abandoned trying to stuff his maw and settled for burying his head in her cavernous cleavage. Guttural growling emanated from the sanguinarie stallions as both neared the finish. The New Thestral picked up on the signs and wrapped her legs around Knight’s waist while grabbing ahold of Macintosh’s rear, suspending herself between them.

*HROOOOAH!!!*

In contrast to the mare's glass-shattering screech, the bat-stallions' bellowing roars shook the bedrock of the dungeon. A potent torrent of pearlescent seed surged down her throat and up her canal in equal measure. A multitude of stars exploded in her vision as she felt the first wave reach the very core of her being, rocking her willowy frame with tremors. Despite his arguably tertiary role in this carnal conclave, Spike was in a paradise of his own. The ivory thestral's quaking body were causing her flushed and tender bosom to buffet his head.

"I could die right here a happy drake." A silly grin spread across the Champion's face.

As with all good things, the foursome slowly entered the closing moments. The New Thestral's grip around her lovers had grown weak as she felt heavy and sluggish with the sheer amount of life-giving essence in her. The bat-stallions panted and huffed as primal carnal instincts gave way to an inkling of clarity. They looked at each other with a sense of understanding brought on by their shared nature and experience. Wordlessly, Big Macintosh and Knight bumped fists before falling backwards in exhaustion. As her only support pulled free of her sore jaw and stuffed nethers, the Benighted Element Bearer of Kindness fell atop of the New Dragon, smothering him completely in her colossal chest. The tyrian drake found himself short of breath and reluctantly extracted himself with a gasp. His snout suddenly met the ivory vampire's muzzle, a completely satisfied smile on her flushed face.

"You guys rock~" A flicker of the kindly Fluttershy appeared in the Matriarch's crimson eyes. "Woohoo~"     

With that, the statuesque stunner collapsed on top of the dragon, gentle snoring following shortly after. As the only one with the energy to move, Spike carefully sat up while wrapping the slumbering succubus in her leathery wings like a true bat. He remained sitting in silence for a few moments, enjoying the sense of peace that had settled over the undercroft; even the caged abominations respected the reverent quiet. A tired grown broke the peace as Knight brought a clawed hand to his face in a mix of fatigue and shame.

"Can't believe I lost control that easily." The Commander lamented.

"Was it worth it?" Spike asked with a knowing smirk.

"Heh, it was." The gold-eyed sanguinarie admitted with a laugh. "You still alive over there, Mister Macintosh?"

"Eeyup." The amaranth stallion flashed a thumbs up with an unsteady arm. "And Big Mac will do."

"I bet you got a lot of questions." Knight said as he worked himself up into a slouch.

"Eeyup." Macintosh repeated.

"Same here." Spike concurred.

"Then we should report in with Empress Moon." The Commander grunted as he unsteadily got to his cloven hooves. "She and Dapifer Nightshade may be able to make sense of this."

Tired, bruised and reeking of sex, the three collected themselves and departed the dungeons with the peaceful New Thestral carried bridal style in Spike's arms. As they began the trek back toward moonlight, the Champion looked over his two colleagues. Both seemed lost in thought; Knight most likely considering the likely possibly of becoming a sire to who-knows-what manner of offspring while Macintosh was probably coming to grips with his new nature and allegiance. Spike could sympathize with them as he had to wrestle with the same dilemmas himself.

"It is a terrifying yet wonderful experience." The Imperial Champion mused as he ran a tender claw through the vampire's cameo mane. "A dark, cold yet very gentle world lies open before you. You just have to claim a piece for yourself."





Elsewhere, far from imperial eyes, a solitary figure sat hunched over a desk covered with scrolls and tomes of esoteric lore. Their focus was entirely on an iron bound black grimoire, their finger tracing along the otherworldly runes and glyphs that few living could decipher. The lone scholar marked their place and turned their attention to a piece of parchment covered in intricate patterns and measurements. An aura of orchid magic flecked with black taint picked up a pencil and added more to the elaborate design. Similar sketches of strange and fantastical devices laid scattered across the floor, marred with the red 'X' of rejection. After finishing their alterations, the studious equine took a moment to look at the glass vial secured by warding charms. The starry, nebulous essence within seemed to stare back but without any defining features, it was impossible to tell.

"Clock is ticking..." The mare muttered to herself as she refocused on her task.

*Knock-knock*

A polite knock at the door shattered the deliberate silence, causing the mare to nearly blast a hole in the door in anger. She caught herself and made an effort to calm her temper. Stress and fatigue had been constant companions to her for some time now; there was no need to lash out at every tactless interruption.

"Enter." She said curtly as she resumed her place in the sinister tome.

A streak of light cut through the gloom the permeated the candle-lit study as the door creaked open. The artificial glow of crystals in the hall beyond illuminated a lavender mare, her eventide mane unkept and messy. Her downy wings flared to shield her face from the bright intrusion before her horn ignited again and shut the door once the intruded had stepped through.

"What is it, Pinkie?" Twilight Sparkle, the Last Princess of Equestria, asked curtly. "You know I don't like being bothered while I'm working."

"You're always working now." Pinkamena Pie, Element Bearer of Laughter, countered with an almost melancholic tone in her normally bubbly voice. "Just thought I'd pull you up for air; you've been down here for-!"

"Pinkie! Our only hope of ever seeing sunlight again rest on me figuring this out!" Sparkle interrupted more harshly than she intended. "I... I appreciate the concern but..."

"I understand, Twi." The pink earth pony sighed as this was not the first time they had this exact exchange. "At least take this."

The party pony cautiously approached the Alicorn, wary of triggering another outburst. Finding an unoccupied space on the desk, she set down a simple cupcake and a cup of fresh brewed coffee. Sparkle looked at the treat and offered a tired smile to her friend. Pinkie could not help but note the unsettling gleam in the Princess of Magic's eyes and her evident lack of sleep despite their shelter being warded against tantabus incursions.

"You still have friends that care about you, Twilight." Pinkie returned the smile genuinely if forlornly.

"I know." Sparkle took the coffee and savored the smell before sipping it. "And we will save those we lost. Now, if you'll excuse me..."

Pinkie just shook her head as the academic Alicorn turned her attention back to her project. She wordlessly went back to the door and carefully opened it as to not expose the lavender mare. Sighing deeply, the pink mare left her friend to her work and walked away, willing a spring to her step that just would not come. Back in her study, Sparkle barely noticed her departure. As much as she enjoyed the party pony's company, the Sunmaker project was at a crucial stage, and she could not spare the time.

"Clock is ticking... The Sun will return... Equestria endures..." The Alicorn muttered to herself. "There is much work to be done..."