> Odyssey of the Heart
>  by CorruptedKindness
> --------------------------------------------------------------------------

> Prologue: A Cry for Help
> --------------------------------------------------------------------------

“Ready or not, here I come!”

Flurry Heart called out as she uncovered her dazzling blue eyes and turned around. The large hallways of the crystal palace she called home contained not hide nor hair of her aunts or uncle. With a smile that revealed her shining soul, the young princes took flight with her large wings and began zooming through the halls, her eyes scanning every pillar and door.
 
“Aunty Starlight? Aunty Trixie? Uncle Sunburst?” As expected, no answer came. It wouldn’t be a good game of hide and seek if they willingly gave themselves up. She was about to teleport around to see if they had stumbled upon some of her favourite hiding places, but remembered she was sworn to not use her magic in this game.
 
On and on she searched, but as the minutes dragged well over what felt like an hour, she was beginning to grow concerned. Not only that, but she hadn’t seen a single palace worker or guard during her search. She landed, frantically running to and opening doors, yet finding nopony.
 
“Aunty Starlight?! Aunty Trixie?! Uncle Sunburst?!” She yelled as she ran. “Somepony?! Anypony!” Realising something was now definitely wrong, she abandoned the rules set upon before the game and her horn flared in an aura of golden light. She teleported to every room she could think of; the kitchens, the dining room, the palace library, and finally the throne room. Every single room was empty. As anxiety began creeping in beneath her white coat, she looked up and noticed the sky outside. Instead of the unusual brilliant blue with glowing auroras, it was an ominous red colour. Concerned, Flurry ran to the balcony and looked out at her home.
 
Her blood froze.
 
The Crystal Empire, an oasis of peace in the chaotic world she had grown up in, was in total anarchy. The walls surrounding the city had been torn down, and hordes of monsters of all shapes, sizes and descriptions flooded in. The guard were fighting valiantly, but it was clearly a losing battle. And the citizens… the stallions were being slaughtered, but the mares… they were being molested, raped, and abused. All the horrific rumours she had caught the workers whispering were true.
 
As she backed away in horror from the sight, a flying monster akin to a cycloptic sphere with tendrils trailing it, rocketed towards her. As she screamed and curled into a ball, a voice cried out to her, one she faintly remembered.
 
“FLURRY, NO!”





Flurry bolted up out of her bed, her eyes scanning the darkened area for the monster. As the sound of her rapid breathing filled her swivelling ears, she found herself back in her bedroom. Her eyes adjusted quickly thanks to the light of the dancing auroras outside her window, but nothing moved. Taking a moment to slow her breathing, implementing her mothers’ breathing technique, the young princess slowly clambered out of bed and to the window. 

Beneath the dazzling lights in the starless sky, the ponies of the Crystal Empire slept soundly. Well, as soundly as they could without the guiding hand of her great aunt Luna protecting their dreams. Beyond the streets and buildings of her home, there was the refugee district; built to accommodate those lucky souls that had managed to escape the hell that the lands to the south had apparently become. Even now, as it had been for Flurry’s entire life it seemed, the clouded skies hanging above Equestria glowed an ominous dark pink. The district, as well as the rest of the city, was encircled by three thick walls patrolled by soldiers loyal to her day and night. Only the path north up Mount Everhoof and leading to the reclusive nation of Yakyakistan remained open, though the gruff yaks hadn’t been in contact for years apparently.

As she observed her small world, Flurry caught her reflection in the mirror. Her silky-smooth hair fell to her shoulders where it curled slightly, a violet colour with a light blue streak running through it and her matching tail. The long-sleeve blue pyjama top and pants she wore covered most of her slender body, though nothing in her wardrobe would ever be able to hide her wings. She had been told they were large even at birth, and that none of the other alicorns ever had them that big when they were born, assuming they were born with wings as she was told her mother and aunt Twilight Sparkle hadn’t.

Flurry’s youthful features fell at these thoughts. In the nineteen years she had experienced, she had been told so many great stories about her family and their friends. How they had vanquished mighty enemies. How they had saved Equestria time and time again, and how there were four other alicorns in the world besides her. Yet growing up, she couldn’t match up the stories her aunt Starlight would tell with the reality of her life and those of her subjects; trying to live their lives knowing another attack against the Empire would come, and fearing it might be the one to finally break through.

But that could never happen… right? Flurry thought to herself as she made her way back to her bed and curled up beneath the sheets and blankets once more. She closed her eyes and tried to clear her mind, hoping her dreams wouldn’t immediately return her to her previous nightmare.





“Flurry? Equis to Flurry Heart? You in there?”

“Huh? W-What was that?” The princess shook her head before focussing on her friends sitting across the table as well as her surroundings. 

She sat in a plush booth in one of the few diners in the Crystal Empire. The Rock Candy Bar, one of her favourite hangouts. Though it was decently filled with ponies during the lunch rush, the two that sat opposite her were of greatest importance. The Cake twins, Pound and Pumpkin. Both had beige coats, but that was where the similarities ended. Pound was a pegasus, his messy brown mane matching his eyes. His unicorn sister Pumpkin, meanwhile, had pools of a brilliant blue hue serving as gateways to her caring soul. Her orange mane was partially pulled up in the back in a ponytail with a sky-blue bow. The Cakes shared a knowing glance before looking back at Flurry with concern etched on their faces.

“Hey, are you okay?” Pumpkin asked, a hand sliding paste their recently emptied plates and coming to a rest on top of Flurrys.’ “You seem… I don’t know…”

“Weird?” Pound answered, for which he winced as something most likely impacted with his shins beneath the table. This was backed up by his unicorn sister frowning at him before turning back to Flurry, her expression shifting back to concerned.

“I was going to say out of it. Is something wrong Flurry? You know you can tell us.”

Flurry sighed, a hand brushing her mane out of her face before shooting a small smile back at her friends. “I’m, I’m fine. Really.” The disbelieving looks the twins levelled at her instantly crumbled that façade and she sighed again. “Okay, I’m… I’m just tired, alright? I’ve been having trouble getting sleep lately.”

“Bad dreams?” Pound asked, leaning in.

“Here and there,” she sighed. “But it feels like… In each one, it keeps involving something about…” she looked around to see if anypony was paying close attention. Aside from her assigned guard that day, one Flash Sentry, currently watching on from a few tables away, no one looked like they were listening to them. “They keep bringing up Equestria, and… I think…” Flurry’s resolve faltered slightly, but a light squeeze on her hand and an encouraging look from both Cake siblings gave her the strength to push through. “I think I keep hearing, or sometimes seeing… my mom.”

Immediately the two friends’ eyes lit up, and their jaws slowly dropped. Neither said a word for a moment before Pumpkin leaned in. “Do… do you think she’s trying to… call out to you or something?”

“I’m not sure,” Flurry shook her head. “I’ve had these dreams since I was little, but they used to only be an occasional, you know? Recently, though, it’s been happening almost every night. It’s… It makes me miss her…” Again, the twins shared a concerned look. One of the initial things that drew the three together as friends was the fact the trio were all missing their parents. While many shared their pain at having loved ones missing back down in Equestria, being around the same age united the three, and made their bond that much stronger. So, as if to prove this, Pound and Pumpkin both scooted along the curved booth they sat in and sandwiched the alicorn in a hug. Flurry returned the embrace with both her arms and wings, grateful to have such caring friends.

“Have you talked to your aunts and uncle about this?” Pound asked as the three untangled themselves from each other.

Flurry shook her head. “No… At least, I think maybe Starlight knows something’s up, but she hasn’t approached me about it yet.”

“Hey,” Pumpkin spoke up with a comforting smile. “If you need us there when you want to talk to them, just let us know.” Flurry Heart returned the grin, and looked over to see the young pegasus stallion wearing one as well.

“Well,” Pumpkin went on, standing up from their booth. “How about we bake ourselves up a big batch of cookies to help get your mind off these dreams? Sound good?”

“Sorry sis,” Pound said as he slid out from the seat. “I promised I’d meet up with Button Mash and Rumble for a training session.” The results of said training were evident as Flurry joined them standing and walking towards the exit. Beneath the white shirt and denim jeans the brown-haired pegasus wore, Pound Cake’s body was quite muscular. Not enough to get into bodybuilding, but there was a large reservoir of power hidden in each of his limbs. This served yet another contrast to his sister. While Pumpkin didn’t have a figure Flurry would consider fat, there was some extra padding across the form hidden beneath a green sundress and her own pair of darkened jeans. Especially around her thighs and hips.

“Yeah, yeah. Go get buff, Macho Colt.” Pumpkin teased. “Flurry, you in for cookies?”

“Yeah, sure.” With that, the three paid their tab for lunch and Pound Cake flew off towards the western side of the city. This left Flurry and Pumpkin to enjoy a lovely little stroll to the twins’ abode, though with a subtle flicker of her magic, the princess could tell that Flash was following them from a good sixty feet away. This drew a slightly irate groan from the alicorn. “I wish he’d stop doing this. I mean, I’m nineteen years old for Celestia’s sake. I can take care of myself.”

Pumkin Cake dared a glance behind before trying to calm Flurry’s ire. “Well, he’s probably only doing it on orders from your aunt, right? No need to get mad at him, is there?”

“But then that just proves that Starlight doesn’t believe in me either.” Another heavy sigh. “Sometimes this place feels like a gilded cage, Pump. I just… I just want to do something to help. To prove that I’m…” The alicorn spared a look at their surroundings. Any of the ponies that came close offered a warm greeting, as was expected of encountering a princess. While Flurry had gotten used to it over time, and was now grateful her aunts and uncle helped not become a spoilt brat, it ate away at her self-confidence. Made her feel like a figurehead.

“Everypony talks about how my parents were so brave for saving the Empire when it returned, for going down to Equestria to try and help save them. I just…” Flurry gripped her arms, holding herself as if to prevent a public breakdown. A hand on her shoulder brought her looking back at Pumpkin, the sympathy and concern impossible to miss. The unicorn brought her in for another hug, one Flurry tightly returned.

“How about we get you home instead?” Pumpkin suggested. “I’ll stay with you for as long as you need.” Flurry merely nodded, and allowed her friend to guide her back towards the palace.





Flurry woke up to find herself alone.
 
Her fears of isolation kicking her adrenaline into overdrive, she stood up and discovered two things immediately. The first was that she was in a void of darkness. Whisps of grey drifted through the air almost as if this world were a fillies’ darkened sketchbook, but outside of her surprisingly radiant body, there was nothing else around. 
 
The second discovery was that she was naked. Flurry’s face instantly gave off its best impression of a tomato as her slender frame, C-cup breasts, decent hips and thighs and unspoiled sex were on display for anything within the darkness to see. An embarrassed “Eeep!” echoed out into this abyss as Flurry covered herself; her tail wrapped around the front to cover her pussy, while her large wings helped obscure her chest.
 
“Help me!”

As Flurry tried to control her breathing, she heard it. A familiar voice once more cry out to her. She had heard it many times before, in each of the dreams in which the Empire fell to Equestria’s hordes. She scanned her surroundings but saw nothing but an endless sea of obsidian shadows.
 
“H-Hello?” Flurry called out tentatively, still unsure if this was friend or foe. Along with her breaths, her swivelling ears also heard a mixture of slithering and scuttling sounds. Of shadowy whispers hiding within the darkness surrounding her. A few uneasy steps back, something grabbed at her bare flanks. Shocked at the contact, Flurry took flight, her arms moving to cover her breasts. Her senses went into overdrive, but still any potential threats remained hidden.
 
“Help me!” 
 
Again, the voice called out, but this time Flurry saw something. Off in the distance, against the sea of shadows, a flickering pink light shone like a star. The young princess heard the voice emanating from that direction and shot off towards it. As she flew, she heard the sounds from before increase and give chase; bestial roars and calls following her as she raced away. It felt like the distance between her and the star kept growing, so Flurry channelled her magic and vanished in a pop of golden light, reappearing a fair distance ahead of her previous position. She teleported again and again, gaining ground towards the light until finally she could make out a figure within it.
 
What she saw brought her to a standstill.
 
There, being swallowed by the very darkness itself, was a mare. She was beautiful, her coat glowing a vibrant pink in the void. Her long mane of purple, pink and gold fell around her face as she struggled against being sucked into the darkness itself. She looked up and violet eyes met her blue ones, recognition and, perhaps, a slither of happiness. In that one instant, Flurry knew. It was her.
 
“…Flurry Heart…”

“…Mom…?”

Before anything else could be said between mother and daughter, the darkness bulged around the Crystal Empire’s former ruler. She reached out for the free alicorn, and Flurry rushed in to try and save her, only for something to coil around her leg and draw her backwards, watching her mother be devoured by the shadows.





“NOOOOOOOOOO!”

Again, Flurry shot out of her bed, reaching out for something not in her room. As she panted from the severity of what she just witnessed, movement in her peripheral made her jump back slightly. Instead of a monster, however, it was the worried face of Pumpkin Cake.

“Flurry? What’s going on? What happened?” 

As the alicorn just sat there, her surroundings came into clearer focus, as did the memories leading up to now. The pair of mares had gotten some food from the royal kitchen and decided to have a quiet girls night. Given their long friendship, Flurry’s caretakers didn’t bat an eye at the suggestion. The pair had fallen asleep, given the auroras that flickered in the night sky outside. Flurry turned back to see Pumpkin still waiting for a response with a concerned expression. Before she could muster a response, the doors to the bedroom opened and in burst Starlight Glimmer. The older mare rushed in, making a beeline for Flurry. One look at the princess lowering her arm and gaze as she tried calming down brought Pumpkin into Starlight’s sights.

“Pumpkin, what happened?” She asked, clearly struggling to control her tone as she slowly sat on the bed next to the mare she considered a niece.

“I, I don’t know,” Pumpkin replied. “I just woke up when I heard her scream and-”

“It was Mom.” Both unicorns now looked at Flurry Heart, her eyes seeing something they weren’t. She looked up; her expression torn between multiple emotions; panic, fear and loss, but also hope and determination. “I saw Mom… she… she needs help. We need to save her. We need to save her now.” As Flurry talked, eagerness, or perhaps desperation drove her to speak faster.

“Hey, Flurry, calm down-”

“No!” Flurry shouted, cutting off her aunt as she teleported over to her clothes drawers, searching through various articles for something in a frenzy. “She was calling out to me, crying for help. She’s been fighting for so long and I’ve sat here doing nothing. I… I can’t leave her there, not while we’re sitting up here just hoping things change for the better.”

“Flurry, calm do-” Pumpkin spoke up, but like Starlight, the princess cut her off.

“No! I need to do this Pump! I need to save them. Nopony else seems to want to!”

“ENOUGH!” A blast of teal magic flowed out and froze the princess. She looked over to see Starlight holding her in place, a tired look on her face. Flurry, realising how this looked, how she’d acted, stopped trying to get out and stood there as she was released. Starlight strode up to the alicorn, tears threatening to break through despite the cross look on her features.

“Do you think you’re the only pony in this Empire that’s lost someone? The only pony in this room that’s lost someone?” At this, Flurry fell silent and looked away, only to see Pumpkin. This made the guilty feeling double in her stomach and she closed her eyes before a gentle tug caught her attention. Opening her eyes, she saw Starlight lift her muzzle to look the young princess in the eye. Her aunt’s gaze displayed no further anger, but rather a deep sorrow and fragility that was rarely seen. “I failed to protect Ponyville, Flurry… Pumpkin and Pound lost their parents, just like you. We also lost the other princesses, your parents, the Elements Bearers…” It was easy for the younger mares to hear Starlight’s voice choking up, but neither dared interrupt her as she pushed on. “I-I wanted to go down there so many times to save everypony, but… but…” 

Starlight’s expression morphed into one of despair as the dam walls finally broke and she fell to her knees, tears streaming down her cheeks. This wasn’t the first time Flurry Heart had witnessed Starlight lose her composure, but by no means did it not shock her to the core. She shared a glance with an equally uneasy Pumpkin Cake before kneeling and gently hugging the unicorn; one she returned with twice the tightness. She just cried and cried into Flurry’s shoulder. After a few minutes, Flurry pulled back and looked her aunt in the eye.

“Aunt Starlight… I, I’m sorry. Sorry to you too, Pumpkin. But… I can’t stay here anymore. I can’t stay here doing nothing while the rest of Equestria suffers, especially if ponies we care about are trapped in there. I know you want to protect me, and I appreciate it, but I’m an adult now. I can take care of myself. I want to go rescue them. My parents, and all the other ponies trapped in Equestria. Besides, you Pinkie Promised you’d help me find them, remember?”

Slowly, recognition filtered back into Starlight’s eyes. The promise she had made to the young princess years ago, and a Pinkie Promise at that. She let her head lull down.

“I still don’t like it…” she finally spoke up, her throat sore from the crying. “But… nopony breaks a Pinkie Promise, and you are an adult.”

Hope filtered into Flurry as hope filled her eyes and voice. “Really?”

A long sigh escaped Starlight before meeting Flurry’s gaze. “Yes, but you are not going alone.”

“I’ll go with her!”

The two kneeling ponies looked back to see a Pumpkin Cake near tears herself standing bolt upright with her arm raised. As she held this pose a second longer, she started getting embarrassed, but a small laugh sounded from the senior unicorn as she stood and gave Pumpkin a hug.

“Thank you, Pumpkin, but we’ll need more help than that.” Starlight explained. “What’s more, this must be Flurry Heart’s decision. She’ll need ponies that will be the greatest benefit on this mission.” She looked between the two ponies, seeing uncertainty but also excitement flittering across their faces. “We can sort out the details in the morning. Right now, however, I think all three of us need to get back to sleep.

“After all, if this mission is going to become reality, then the real work starts tomorrow.”
> Chapter 1: Off the Rails
> --------------------------------------------------------------------------

The next five days were a near endless cycle of practise and preparation for Flurry Heart.

She began training both her body and magic for the trials ahead, spending more time with Flash Sentry practicing swordplay than enhancing her already potent magic. By the time these five days had passed, Flash deemed her more than worthy enough to hold her own in combat, and gifted her a pure crystal sword he had made just for her. She also had a set of crystal armour made that gave her another layer of defence over her magic. The armour consisted of a breast plate, curved shoulder pauldrons, and an armoured skirt along with wrist guards and grieves.

Meanwhile, Starlight had helped her organize a volunteer program for anypony that wished to join her on this journey. On Starlight and Flash’s advice, the young princess decided that a smaller party would be better at infiltrating Equestria, and with her already committing to bringing along her aunt, it was decided only one other pony would be joining them.

So it was, on the sixth day, a small crowd had gathered to see of Flurry Heart, Starlight Glimmer and their third, Sweetie Belle. A surprise choice to many. However, given they would be entering Equestria by train, her knowledge of the Ponyville area would be a vital asset and her magical skills, while not comparable to those of Flurry or Starlight, were nothing to sneeze at. The three were all garbed in a combination of blue fabrics of the Empire and crystalline armour. Starlight had strapped to her back a crystal staff that split into two blunt prongs on one end, and wore long robes with an armoured chest plate and shoulder pauldrons. Sweetie Belle, not as proficient with combat, was equipped with a crystal buckler shield, and wore a dress uniform of blue and violet hues. The ruffled, knee-length skirt and uniform jacket were unadorned save for three light blue diamonds sown onto the breast pocket; a personal touch Sweetie had sown into the outfit herself. Each weapon had been refined to be as pure as possible, ensuring it would do the utmost damage against the hordes that lay ahead. The last gift they had received were spells to protect themselves from being impregnated, represented by a light blue glyph tattoo over their wombs. However, it would only do so once, meaning they couldn’t rely on this forever.

Groups of ponies came forward to bid them farewell. First was the brown earth pony stallion Button Mash, embracing and giving a chaste kiss to his marefriend. He had also been a volunteer, and made no secret of wanting to swap with her special somepony, but Sweetie Belle had convinced him she needed to do this. Next came the muscularly scaled form of Spike. The baby dragon had truly grown into the title the crystal ponies had given him so many years ago, as he was often the last line of defence against the hordes that raided periodically. He shared a sad look with Starlight before embracing her tightly.

“Be careful out there,” he said to his unicorn friend as he pulled back. “I don’t want to lose you like...” He looked away, but a light purple hand brought his green eyes back to Starlight’s violet.

“I’ll be fine,” She reassured him. “Just keep the Empire safe until we get back, okay?” The dragon nodded and, giving Flurry a smile and a thumbs up, took flight back to his patrol at the border of the city.

Next came Sunburst and Trixie, the latter not only showing the first signs of a baby bump, but also holding the hands of Starlight and Sunbursts’ daughter Luster Dawn. The skilled unicorn knelt down and opened her arms, which Luster immediately ran into and hugged her mother.

“Mommy, don’t go.” The unicorn filly pleaded, already on the verge of tears, but Starlight pulled back and brushed strands of her golden locks out of her pink-coated face.

“I’m sorry, Luster, but I have to do this. But don’t you worry, I’ll be back as soon as I can.” She finished by lightly tapping her finger on Luster’s nose, prompting a tiny giggle.

“Promise?”

“Cross my heart and hope to fly, stick a cupcake in my eye.” This finally brought a smile, though small, back to Luster’s face, and she then turned and gave her cousin Flurry a hug as well before returning to Sunburst’s side. He and Trixie approached Starlight, and the polyamorous lovers embraced, peppering their departing partner with soft kisses.

“I love you two.” She spoke softly, a hand resting on each of their cheeks.

“We know,” Trixie replied, her usual bravado absent as she then brought Starlight’s hand down to her foal-filled belly. “I’m sure this little magic-maker’s gonna miss you too.” This brought a smile to Starlight’s face as she turned to see the bearded stallion pulling a bag out of his cloak.

“I’ve got a few more things for the three of you before you go.” He began, waving Flurry and Sweetie over as well. From the satchel he pulled out two small objects. One was hexagonal crystal of a similar light blue to their armour and weapons, with finely cut edges. The other was a smooth, oval-shaped gem, nearly flawless and sparkling with multiple colours from within its dull glow.

“The blue crystals are charged with a teleportation spell,” Sunburst explained. “Should you find somepony that needs saving, or if something goes wrong, channel a portion of magic into the crystal, leave it in contact with the intended traveller and they’ll be teleported back here to the Empire. These oval ones are called Reformation Gems. They’re an ancient stone that are difficult to create. We’ve been creating as many as we could over the past few years, but even then, we only have a limited amount.”

“Sunburst, you’re rambling.” Trixie said with a smirk, watching the father of her unborn foal grow flustered and the harmless smiles of the other mares.

“Ah, right. Sorry.” He scratched the back of his head, a nervous tick of his. “Anyway, these gems will react to any form of bodily corruption; physical or mental. Simply touch the gem against the target and they should reform back to their original state.” With the explanations over, he handed out three identical satchels. Flurry looked in hers, as did Sweetie Belle, to find three of both the teleportation crystals and the reformation gems.

“Thanks a lot, Uncle Sunburst.” Flurry said, stepping forward and giving the bespectacled pony a hug he swiftly reciprocated. She then broke off the hug and gave one to Trixie. “I’ll see you later, Aunt Trixie.”

“Be careful, Flurry,” Trixie whispered in the alicorn’s ear. “And please, look after Starlight. She’ll need your help as much as you’ll need hers.”

“I will.” With that, the last two ponies stepped forward; Pound and Pumpkin Cake. Her closest friends. For a few moments, the three stood there awkwardly, not knowing what to say, or who should break the silence.

Eventually, it was Pound who took the initiative. “Gotta say… you look pretty cool in that armour, Flurry.” He laughed, but it was small, and soon his expression turned sombre. “Are you sure you don’t want us to come along?”

“This has to be a stealth mission,” Flurry said delicately. “No offence Pound, but you and the word stealth don’t exactly fit in the same sentence.” This brought a smile back to his face, but when she turned to his sister, Flurry saw Pumpkin Cake look away. “Pump?” The unicorn said nothing, bringing a small lump of anxiety into being in Flurry’s core. “Pump, what’s wrong?”

“What’s wrong?” Pumpkin repeated, a hint of steel filtering into her slowly tearing-up eyes as she met the alicorns’ gaze. “My best friend is about to charge headlong into the most dangerous place in the world, and she doesn’t want my help. What do you think is wrong?”

Flurry was stunned silent. “…Pumpkin?”

“I wanted to help, Flurry. I still do, and yet you’re telling me you don’t want it? You think I’m not strong enough, not good enough to help you? Is that it?!”

“Pumpkin!”

The shout took the two mares by surprise as they looked to Pound Cake, his frustrated expression and slowly watering eyes matching Pumpkins’.

“Pound?” She asked, surprised and a little hurt by the outburst. “What? You're agreeing with her? You think I can’t do it either?!”

“Of course not!” He raised his voice again, tightly gripping Pumpkin’s shoulders. “Out of the two of us, you're the better pony, Pump. Both of us know it, and so does Flurry. But it’s her choice. She’s choosing to keep you safe here, and not because you’re weak. It's because she couldn’t bare for anything to happen to you. I’d be doing the same thing. Wouldn’t you, Sis?” As her brother spoke, Pumpkin’s tears finally began the descent down her cheeks. She just stood and listened to Pound spout what was most likely the most noble and heartfelt statement he’d ever uttered. Once he was done, she couldn’t hold it in anymore and flung herself into a hug with him; one he tightly returned. The two crying twins were embraced by wide white wings, as their alicorn friend joined in on the tearful hugs.

“Pumpkin,” she sniffled. “He’s right. You’re my best friend, both of you are, and that’s exactly why I don’t want to see you in danger.”

“And you’re not being forgotten either.” The three friends looked back to see the other four unicorns smiling at them, Starlight and Sweetie Belle stepping forward. “If something goes wrong and either Sweetie Belle or I need to come back, there’s every chance you’ll get to join Flurry Heart on this quest, if you still want to.”

“And Pump?” Flurry asked, regaining the ginger-haired pony’s attention. “I promise I’ll find your parents. It’s not fair I’m the only one who gets a family reunion out of this. And hey; if neither of us are here, who’s to stop Pound from tearing the Empire up?”

“That’s right,” Pound agreed, a short pause followed before his outburst of “Wait, what?” This finally managed to wring a laugh out of Pumpkin and, her teary eyes looking back and finding nothing but sincerity in Flurry’s, finally relented.

“Okay, I’ll stay. But you are going to come back, you hear me?”

The princess smiled brightly. “I promise, Pumpkin.”



 

Tension wound itself within Flurry Heart with each passing moment.

It had been hours since the train had rolled out of the station and beyond the protective walls of the Crystal Empire, marking the first time the young princess had left her home since she was an infant. Thanks to a pre-emptive assault on the closest raider camp led by Spike and Flash Sentry, their departure drew little to no interest at all, and the train was now rounding the tracks to the south of Galloping Gorge. Behind the engine, the train consisted of three open-top cars, to allow for a better resistance to boarding attempts and guarded by shielding spells for long range protection, along with a car containing supplies and the caboose, inside of which were two guards watching their rear. There were another eight guards accompanying the three mares. Starlight wanted less, but Flash had insisted that they be escorted by at least some amount of trained military personnel. All were armed and armoured in a similar matter to Flurry; crystalline weapons and breastplates shone in the sunlight. A light that was starting to grow dim.

The wind whipped at Flurry’s mane as she looked up at the ominous pink clouds that were beginning to dominate the sky the further they advanced. Not wishing to trigger any childhood anxiety from staring up at them any longer, she stepped away from the edge to re-join Starlight, Sweetie Belle and one of the guards in the middle of the central car. A tingling sensation passed over her as she stepped into the area of a sound-dampening spell, decreasing the roar of the wind and the engine to a murmur.

“So,” she asked. “What’s our plan once we get to… Ponyville?”

“Yes, Ponyville.” Said Garnet Gauntlet; the lieutenant in charge of the soldiers that had accompanied them. The maroon crystal pony mare pointed down to a map of pre-lust Equestria Starlight was holding onto a crate with her magic. “However, we’re not going there directly. This train line turns away before the town and leads directly to Canterlot, but there will no doubt be far too many defences to breach the capital with the few soldiers we have.”

“Instead,” Starlight carried on. “We’ll stop halfway between Galloping Gorge and Mount Canter, then proceed on foot south to Ponyville through Sweet Apple Acres.”

“I spent so much time at the farm with my friends,” Sweetie Belle added. “Once we find a familiar landmark, I should be able to guide us to the front of the farm, and from there it should be a straight shot to the town.”

“Once we reach Ponyville,” Starlight concluded, “we head for Princess Twilight’s old castle and fortify it into our temporary headquarters, where we can plan our next move. Any questions?” None spoke, with the alicorn emphasising her understanding with a small shake of the head.

“No. I trust you three. This plan sounds great.” Despite saying this and believing in her companions, something ate away at Flurry as she looked back out at the scenery whizzing by. The entire group had kept a constant vigil throughout their journey thus far, yet it’d been hours and there was no sign of any monsters to impede them.

Something felt wrong.

“Flurry? Is everything okay?”

The princess was shaken out of her nervous thoughts by Sweetie Belle, and Starlight shot her a look of concern as well.

“Sorry,” Flurry sighed, shooting them both a reassuring smile. “I’m fin-AGH!”

The train rocked with a massive explosion of magical energy against the barriers around the coaches, very nearly tipping over but righting itself and pressing on. At once, the guards drew their weapons and took up defensive positions. The pegasi soldiers amongst them took flight and flanked the train as their gaze swept over the rushing landscape. Flurry took flight as well, just managing to keep pace with the train, when she saw them.

A horde of monsters of all various shapes, sizes and appearances were leaping onto the train as it shot by, while others flew in to attack the open-air carriages. The blast must have compromised the barrier spell as, though projectiles and spells flung at the train were deflected, the enemy were engaging in boarding actions. Some of those leaping on from the ground simply bounced off the train painfully, but those that held on soon clambered in and drew their weapons.

Without any need to co-ordinate, Flurry, Starlight and Sweetie Belle all drew their weapons and joined the fray, defending the central open car. Sweetie held one monster in place with her magic just long enough to smack it off the train with a hit from her shield. Starlight caught two charging fiends at once with her magic, slamming them together before throwing them into an airborne threat. Flurry Heart drew her sword and charged at one monster; a grotesque-looking bat beast. Before it could sink its jaws into her, she teleported behind it and swung; her sword catching one of its wings and sending him hurtling to the ground off the train where he crash-landed and rolled with a sickening crunch. Even Garnet Gauntlet, wielding her namesake weapon made of the jewel, fought like a mare possessed; her punches breaking faces and clearing the car of beasts.

From her airborne position, Flurry noticed a fair number of monsters making for the engine and charged ahead, slicing up a few more monsters before landing in the cramped engine cab. Inside, she saw a fair bit of blood, the freshest of which was dripping from the lacerated corpse of what had once been the train’s conductor. With the lifeless body tossed out the side, the two monsters inside the cab turned to face her. One looked quite pony like, if it wasn’t for the ram horns curling back over his head and the goat legs covered in coarse-looking brown fur. His red body was muscular, his dark eyes roaming over her and drawing a fanged grin. His comrade was far more bestial, resembling a boar with long tusks and a rounded belly, but powerful-looking arms and wielding a blood-soaked axe.

Not wasting any time, Flurry charged them. She swung her sword, causing the devilish-looking monster to duck and the boar to block the blade with the shaft of his axe. Seeing movement out the corner of her eye, Flurry rolled backwards; dodging the devil’s claws and pushing forward for another strike. Again, the red fiend avoided her attack, and she was forced onto the defensive when the boar swung his axe, Flurry barely able to block its downward swing. He shoved her back, and she pivoted on the spot to barely avoid being skewered by the devil’s claws. The attack, however, did catch the edge of her armour and pulled it clean off as well as shredding her clothing beneath, baring her alabaster C-cup breasts for all to see. Flurry, shocked and angered, teleported behind the devil and went for a swing, only to have a cloven hoof kick her square in the stomach and be rolled forward onto her back. In the instant that she was stalled by the pain, the boar moved over and held her wrists down, while the devil straddled her stomach.

“Hold still, you feisty bitch.” He grunted as a dark aura enveloped his horns. A similar light surrounded Flurry’s horn, and when she tried to blast him with her magic, a pain erupted in her skull instead. “Uh, uh, uh.” the devil waved a finger at her condescendingly. “Let’s not ruin this moment, shall we?” 

It was only now, as he sat atop her, that Flurry Heart noticed the now very hard horse cock that hung over her like an executioners’ blade. Not wasting any time, the devil pushed his pole down and sandwiched it between her white bosom. The breasts failed to fully surround the warm member, but he held them pressed against it as he began thrusting his hips. The head bobbed just inches from Flurry’s face, even tapping her nose on one particular push. The contact smothered the alicorn’s nose in a small layer of precum, and the disgusting smell was having an effect on her body, as was the friction-based heat of her boobs rubbing against this monster’s cock. As she fought against these sensations, her magic restricted, Flurry felt her panties begin to moisten. A grunt from the boar reminded Flurry he was still there holding her arms down, as in her peripheral vision she could see his more swine-lick penis hardening.

“Wait your turn, huff, you fat pig.” The devil panted as his thrusts began speeding up. His thin demonic tail moved unseen behind him, Flurry discovering its intention once the spade-shaped tip began rubbing against her now soaked panties. “I want to experience this one fully first.” 

With this declaration, his magic now encompassed Flurry’s whole head, bringing it forward and opening her mouth to welcome to tip of his dick. It barely fit inside her maw, but she couldn’t focus on the strain as the fiend’s fucking accelerated. His tail teased her lower lips with greater zeal, sliding beneath her panties and caressing her unspoiled petals directly. Her breasts felt hot; squeezed around the red shaft as it pounded away, the tip banging against the back of her throat. Finding it hard to breathe, Flurry was also feeling a sense of something building up within her; a feeling she rarely experienced even in her most private moments.

Pleasure.

The thin tail of the devil wrapping around her clitoris was the final straw as Flurry climaxed. A moan of ecstasy sounded out as her pussy soaked her panties and the cabin floor in femcum. But more pressingly, rope after rope of demonic seed shot into her mouth. So voluminous was the blast that her cheeks were swelling, and she had no choice but to swallow the salty discharge. After at least three gulps, the flow finally slowed and the devil pulled his cock from her mouth, the organ spurting out one last dollop of sperm onto her face. The smell and taste of this monstrous foal batter was dizzying to Flurry, whose head was released from the magical grip of the devil, though her horn remained nullified.

“Ah,” the devil sighed dreamily. “That was quite the appetizer. Now let’s move on to the main course.” He lifted himself off of her stomach and crawled backwards, coming to a stop kneeling between her legs. His piercing yellow eyes were fixed exclusively on the moist underwear hiding the real prize.

And that’s when Flurry struck.

Taking advantage of her assailant’s distraction, she brought her legs up and planted both boots right into his crimson face. Putting as much earth pony strength into it as she could following her orgasm, the devil flew back against the back wall of the cabin. The impact broke his concentration, freeing her horn. Feeling the resurgent magic flow through her body once more, Flurry engulfed the devil in a golden aura before sending him flying into his boar comrade, the two falling onto the controls of the train. As they slowly picked themselves back up, they saw a livid Flurry Heart waiting for them; her horn shining within three halos of magical light.

“Get off my train.”

With this statement, she fired a blinding ray of magic. The force of the blast shot the two monsters clean out and off of the train, their fate uncertain but undoubtedly painful. As the light from the blast faded, however, Flurry nearly stumbled when the train shuddered and began speeding up. Whistling noises and alarms rang out in the cabin. Flurry looked around and saw that the controls were partially destroyed by her attack. Sparing a glance out the front window, she saw the bend turning east rapidly approaching. With no way to properly stop it, the train was sure to derail.

“Uh oh.” Flurry Heart uttered as the realization hit her like she was standing in-front of this very train. Moving quickly, she reclaimed her sword and strapped her surprisingly undamaged armour back on. The coolness of the crystal against her bare chest felt uncomfortable but she ignored it and took flight back down the train, hoping Starlight and Sweetie Belle had better luck in this battle than her.





As Flurry Heart flew off to the front of the train, Sweetie Belle moved towards the rear alongside a crystal pony stallion of the guard. Upon the rear open carriage were four monsters, and the ponies got to work. The alabaster unicorn's horn lit up and the four were held in place by an aura of pale green magic. The soldier accompanying her wasted no time and struck down two of them with his sword. As they approached, the third beast, resembling a tusked armadillo, broke free of her magical grip, as did the fourth; a grotesque insectoid monster with the head of a fly. The armadillo went to slash at the soldier, but Sweetie Belle rushed in and raised her shield, absorbing the blow. She ducked, allowing the stallion to lunge in and embed his crystal blade deep in the soft neck of the beast.

Before she could get back to her feet, however, the bug swooped in and shoved both his fallen comrade and the brave guard off of the train, Sweetie not seeing how they landed. Shocked at the apparent murder of the brave pony, and angry that she had been unable to stop it, Sweetie Belle rose to her feet and fired a blast of magic at the insect. It bobbed and weaved out of the way of her attacks before zipping into the enclosed space of the caboose. The rage and adrenaline still coursing through her system, Sweetie Belle charged in after it.

The interior of the caboose was empty; an immediate red flag. The second were the broken windows and blood stains near the broken back door, signs the ponies on guard in here had tragically already met their fate. Before Sweetie Belle could back out of the car, the door was slammed shut behind her and something came crashing down on top of her, pinning the mare to the floor.

“Pretty pony,” the insect panted in a buzzing voice. “Must have. Must lay.” 

As he held the unicorn down with one pair of thin, chitinous arms, a second pair reached down and began stroking the struggling mare. A rough grope of her breasts and buttocks broke any concentration she had, making her average spellcasting abilities difficult to utilize. From groping, the bug swiftly moved onto tearing off her skirt and panties, leaving her heart-shaped backside and the tri-coloured shield cutie mark bare for all to see. Looking back, her eyes widened and her tail instinctually pressed down to cover herself as she saw a pale fleshy tube growing long and hard out of the end of the insectoid’s tail.

“N-No…” she whimpered, her struggling intensifying but to no avail as her fears began to take hold. “No, please don’t!”

“Pony talk too much.” With that, a long tendril the same colour and thickness of the ovipositor extended out of the bugs’ face and dangled before Sweetie Belles’. She firmly closed her lips and tossed and turned her head, trying to deny the length its prize. But this left her attention diverted, and she was unprepared for the bug pulling her tail out of the way and squeezing its breeding tube slowly but surely into her back door. The pain elicited a sharp scream from Sweetie Belle, which was immediately silenced by the tentacle pushing inside her mouth.

The bug began to fuck her ass at a slow pace, timing its thrusts with those of its tongue-like tentacle in her mouth. One in, the other out. As she was spit-roasted, the crying Sweetie Belle could only moan in both pain and, to her horror, growing pleasure. She and Button Mash had had sex before, but never had they experimented with anal. Nor had he been so rough in rutting her as this insect was becoming. She could barely breathe as the tendril kept pushing at the back of her throat, the only distraction from the length painfully invading her rectum. She fought as hard as she could as the pain soon morphed into pleasure, but her struggles intensified as the caboose lurched suddenly; the bug taking this as a sign to pick up the pace. The wet sounds of her butt cheeks clapping as he sped up echoed out in the car, as did her muffled moans of terror and ecstasy.

With one last, forceful thrust, the insect came in both ends. Sweetie Belles’ eyes widened in horror as she was forced to swallow the torrent of bug jizz spurting down her throat. But that shock was nothing compared to the release inside her anus, as not only sperm, but then small oval forms flooded the wrong way up the unicorns’ digestive tract. For a few moments, the bug remained hilted in both holes, the muffled moans from Sweetie Belle and audible noises of ejaculation breaking the silence between them before the beast finally pulled out of her.

“More…” it buzzed again once the face tendril was retracted, turning Sweetie Belle onto her back. “Take more eggs…” 

It spread her legs, looking over the shamefully sopping pussy even as some of the insectoid sperm escaped her abused ass. Sweetie, a heavy blush of shame painted her face red against the white of her coat and the semen that escaped from the tentacle, looked away. Her eyes caught sight of something shining close by her face. As the bug leaned forward, lining its' tail ovipositor up with her lower lips, Sweetie swiftly grabbed the object and leaned forward, stabbing the bug in one of its large compound eyes with a shard of glass from the windows. The monster roared and staggered back, clutching its bleeding compound eyes with all four hands as sweetie Belle slowly worked herself up to a sitting position. She shuffled over and managed to retrieve her shield, which had been knocked away in the scuffle, before looking back to see the bug now glaring at her, its claws appearing all the sharper as they twitched in anticipation of skewering her.

But it would never get the chance, as a blast of teal magic from outside the cabin sent the monster tumbling out the broken back door in a scorched mess. Grateful for what could have only been Starlight’s intervention, Sweetie Belle got back to her feet as quickly as her assaulted body could allow; her tail strategically covering her invaded ass and leaking sex with her tail as she bore witness to the carnage outside.

The three open-top carriages are littered with unmoving bodies, most of them monstrous in nature. Three of those corpses were unfortunately members of the guard that had accompanied them, all stallions. Of the four other soldiers, including Garnet Gauntlet, they were nowhere to be seen; perhaps they were knocked off the train, or worse. The only pony left standing was Starlight Glimmer, who was deftly ducking attacks from the seemingly endless tide of monsters boarding the train while casting spell after offensive spell and striking the brutes with her staff. Sweetie Belle was in awe of the apparently flawless technique of the elder unicorn; despite the numbers surrounding and attacking her, Starlight appeared unharmed, as she fooled another beast with an illusion before throwing them into another airborne monster with her levitation.

As Flurry Heart returned to aid her adoptive aunt, a worried expression marring her features, and Sweetie saw a flash of green and red to her right. The right side of the train was now storming past a large plantation of tall trees; each with their branches seemingly overburdened with familiar fruit. Realizing what this meant, she waved the two of them over to her.

“Sweetie Belle, what happened?” Flurry asked, horrified at the unicorn’s lack of skirt. Starlight was about to ask as well, but turned and summoned a barrier to block an axe from another monster, flinging it back into the encroaching horde.

“Th-There’s no time,” Sweetie explained, pointing to the trees whizzing past. “Those are, huff, apple trees. We must be close to Sweet Apple Acres.”

“Which means this is our stop.” Starlight finished, ushering the younger mares behind her and falling back into the caboose, all the while keeping the barrier up. “You two get ready.”

“Ready for what?” Sweetie Belle asked, but Flurry was on the same page as her aunt, and held the unicorn close. 

Looking back at the monsters trying to break through her barrier, Starlight forced it back, gaining some much-needed space before focusing her magic around the two ponies with her. Visualizing a space within the trees that rapidly rushed by was tricky, but by taking herself out of the equation, it made it easier for her to perform the spell. With a flash of teal magic, Flurry Heart and Sweetie Belle vanished in a teleport. Starlight then turned and rushed out to the back of the caboose and was ready to levitate herself off the train when something shot out from behind her and constricted around the wrist holding her staff. She looked back to find a feminine monster holding her in place with a tentacle; one of many that split from her arms below the elbow, along with her legs below the knees and her mane and tail also being a swirling mass of tendrils.

“You’re not going anywhere,” the monstress stated with an insane look in her eyes.

Starlight’s response was raising the two-pronged tip of her staff in the monster’s direction and channelling a large portion of her magic into it, a growing sphere of humming power gathering and immediately changing the look on the tentacle mare’s face from sadistic glee to abject horror.

“Yes, I am.” 

Starlight smirked, unleashing the magic. The resulting beam destroyed the front  of the caboose; blinding everything beyond in destructive teal light as walls splintered and the car was forcibly disconnected from the train. The roar of the blast drowned out even the wind and high-speed chug of the train going faster and faster. Once the spell finally died down, there was nothing left of the beast, or all those behind it on the train as it started pulling away. Said train had itself taken damage and, seeing no further reason to stay on this soon-to-be wreck, Starlight teleported off the train and into the woods.





“I… I’m sorry,” Sweetie Belle whimpered.

She and Flurry Heart had appeared in-between thick-trunked apple trees some fifty meters or so into the orchard. There were no signs of any monsters approaching thus far, but Flurry was keeping a vigilant watch. But Sweetie Belle… she collapsed to a kneeling position, her tail still hiding her sex as she began crying into the hands covering her face.

“Hey,” the young alicorn soothed, quickly kneeling beside Sweetie and placing a hand on her shoulder. “It’s not your fault.”

“But… B-But I… I was useless back there.” Sweetie sobbed, looking back up at the younger mare. “I wasn’t able to save anypony, and… and…” She looked down at herself and began bawling once more. Flurry, hurt by seeing her companion like this, pulled her into a hug and stretched her wings out around the crying unicorn.

“I’m sorry for what happened, Sweetie,” Flurry spoke softly, brushing a hand through the mane of the older unicorn. “I got caught too. I wasn’t strong enough either; to protect you, or anypony else. But you’re not giving yourself enough credit.” The princess pulled out of the hug and lifting Sweetie Belle’s face so she could look her in the eye. “You managed to fight off the monsters down the back, and you may’ve lost your clothes, but otherwise you came out of this whole mess unscathed. You’ve done better than you think, so don’t beat yourself up, okay? Otherwise, the monsters have already won.” Sweetie Belle just looked at Flurry, not trusting herself to fully explain what happened, so she silently nodded and pulled Flurry into another hug, one the princess reciprocated.

A rustling of the bushes put the alicorn on alert, one hand leaving Sweetie and quickly coiling around the grip of her sword. But her fears alleviated when Starlight stepped through into their hiding spot.

“Thank Celestia you two are alright.” Starlight sighed in relief, joining the mares in their hug.

“Starlight, what happened?” Flurry worriedly blurted out. “You weren’t with us when we landed here.”

“I got caught up, but all of those monsters are gone.” Starlight explained, standing up and scanning their surroundings. “We should be safe for now, but I’d suggest we get a move on and quickly.” She then turned to Sweetie Belle. “Are you okay, Sweetie?” A silent nod from the crusader was her only response. Starlight looked at the white unicorn a fraction longer before returning to watching their perimeter, her guard beginning to visibly relaxing for now. “We should try to find somewhere to rest, and figure out how to change our plans with just the three of us.”

“We’re still heading for Ponyville, right?” Flurry asked, helping Sweetie to her feet before joining her aunt.

“Yes, but we need to leave now. There’s no doubt those guys sent word we were out here before attacking. When they don’t return, their allies will come hunting us, and there’ll be more of them. Lots more. We need to get to Ponyville as soon as possible.”

“Now?” Sweetie asked, concern painting her features. She was about to say something else, but a loud grumble made itself known, the source being Sweetie Belle’s stomach. “Can’t we at least find somewhere to rest?”

“Those monsters will be searching this entire area,” Starlight countered. “And all our supplies were destroyed on the train. We can scavenge for food in Ponyville.”

“Um…” Sweetie retorted with a flat look, pointing up at the foliage above. Foliage that was interspersed with bright red apples.

“Okay, enough.” Flurry spoke up, stopping the argument before it could spark into something worse. “Alright, here’s what we do…”
> Chapter 2: Homecoming
> --------------------------------------------------------------------------

“We’ll push on to Ponyville. Starlight’s right; those monsters will keep searching for us. The faster we find somewhere in town to bunker down and set up a base, the safer we’ll be.” Starlight nodded with a small smile, but Flurry then turned to see Sweetie Belle looking down. “However, we’re no good to anypony else if we’re too hungry to save them. So we’ll take some apples with us.”

“Flurry, are you sure?” Starlight asked as Sweetie’s mood rose once more. “I don’t trust something hasn’t been done to these apples. We could find something safe to eat once we make it to Ponyville.”

“There’s no guarantee the food in town won’t be tampered with either.” Flurry countered. “Besides, if we have something now, our growling bellies won’t give away our position.”

"Alright," the older unicorn sighed. "I hope you're right, Flurry."

"Me too." The alicorn replied with a smile.

With that, she and Sweetie plucked a few apples from the trees with their magic and tucked them into their satchels before the three set off on foot. The ponies moved as quickly as they dared, darting underneath the denser canopy of foliage wherever possible and constantly scanning the skies above them. Occasionally they would see a monster fly overhead; forcing them to dart behind the trunks of the closest tree and waiting a good five minutes afterwards to ensure it was clear before moving on. There were also ground-bound patrols scouring the orchards from the north but, with deception and magical stealth, the three were able to give them the slip or wait for them to pass by.

On and on they traversed the seemingly endless farmland. Starlight used her magic to create a compass every now and then, double-checking that they were indeed heading the right direction. Despite helping out at Sweet Apple Acres many times in the past, she now internally groaned at the lack of notable landmarks. The rational part of her brain told her the Apple family would never need them given it was their farm, but it still didn't lighten her mood. As they walked, Flurry and Sweetie Belle both ate an apple on the go. The fruit banished the lavender-maned unicorns’ stomach pains, though there was something slightly off about the taste. Among the usual apple flavour was an almost creamy sensation; like that of a fresh pastry. Despite their assurances the fruit tasted alright, Starlight always politely refused; untrusting of anything down here.

“Are we sure this is the right way?” Flurry asked as they had stopped for a breather once more, having travelled for what felt like and could easily have been hours.

“Yeah,” Sweetie Belle chimed in. “I don’t remember the orchard being this big.”

“Perhaps it’s spread on its own in the last few decades. Although,” Starlight said with a smile as she looked back at the two, "You were a lot smaller back then." The pout on the alabaster unicorn's face drew a weary but genuine chuckle from Starlight and Flurry Heart, and soon from Sweetie herself as well. The mage focused back onto her magically-constructed compass, the south point leading straight ahead. “Anyway, we should still be heading the right way. Flurry, could you fly up and double-check for us please?”

Flurry nodded and flew up into the leaves above them, barely popping her head out of the treetops to make sure the coast was clear. The overcast sky was devoid of flying beasts in their area, though she noticed with a growing sorrow there were plenty taking off from where they started this trek. The silhouetted monsters were all flying in a staggered line up to a certain point in the cloud canopy before passing through it. But it was what they carried that scared Flurry.

For they were ferrying any survivors or prisoners from the train up into the clouds. Celestia only knew what was in store for those poor souls, but Flurry sent a small prayer for them all the same.

"Flurry? Everything okay up there?" Sweetie Belle's voice woke her from her distraction, and she popped her horned head back below the leaves.

"Yeah, sorry. I just..." She drifted off, but seeing the worried look in Starlight's eyes prompted her to push through. "I saw those monsters taking survivors into the clouds." Sweetie's hands moved to cover her mouth in shock, while Starlight's empathy was plain to see upon her face. "I just..."

"Flurry," Starlight spoke up, the matronly unicorn instantly gaining the princess' attention. "I know it hurts knowing we can't help them now. Believe me, I really do. But we need to stay focused on getting to Ponyville. Otherwise, their sacrifice will mean nothing. Now, was there anything else you could see up there?" Flurry took in her aunt's wisdom and nodded before returning to her lookout spot. Initially there was nothing but hills of trees all around, but something finally caught her eye. Off in the distance, veering slightly to the left of their current path, was a large boxy structure; slate grey walls with a slanted dark green roof. She also managed to spy an increased number of beasts over in that direction. Swiftly, Flurry clambered out of the tree and reported her findings.

“Could that be Sweet Apple Acres?” She asked as Starlight held her chin in contemplation.

“If it wasn’t red and wooden, I doubt it’s anything the Apples would’ve built,” Sweetie Belle chimed in.

“We’ll avoid it for now,” Starlight determined, setting off once more with the two younger mares catching up swiftly. “We need to get to Ponyville before nightfall.”

“But...” Sweetie spoke up again. “But what if Applejack is there? And Apple Bloom? We can’t just leave them there.”

“Sweetie Belle,” Starlight stopped and turned to face her. “I know you want to save them. I do too, but the farm will likely be on high alert given news of the train will have most likely reached them by now. We’re not ready for a frontal assault on an established location yet. Once we find somewhere to rest and regroup, we’ll start working on our next move, okay?” The Cutiemark Crusader thought this over for a moment before solemnly nodding in agreement, but a hand and an empathetic look from Flurry Heart let her know she wasn’t alone in feeling this.

The three carried on, remaining hidden from any patrols they saw as they continued south. Soon they found what turned out to be the road leading north out of Ponyville. They followed it for a little while, but then went off the beaten path once more as the path began nearing the homestead of Sweet Apple Acres. Within half an hour of their deviation, the ponies looked down the hill from a secluded location to their destination.

Flurry Heart’s breath escaped her at the sight, like one of her nightmares had come to life.

The vibrant and colourful town she had seen pictures of was a shattered shell of its former splendour. Most houses were crumbling ruins if not outright destroyed. The few that stood were graffiti stained and decrepit-looking. Most plant life was withered and dead, and all the bright colours Starlight and Sweetie Belle remembered had dulled to depressing, dark shades. Then there were the inhabitants. What sparse foot traffic that could be seen from their position was primarily monstrous in nature. The few ponies they could see lived a very subservient existence; either paraded around like pets on leashes, or locked in pillories and rutted as if they were nothing more than breeding animals eternally in heat.

The sight was disheartening to the young alicorn, but a glance over to her companions made her realize it was even worse for them. Starlight stared in disbelief, her expression one of loss and sorrow. Her gaze was directed to the east of their position, where Flurry could see the remnants of a crystal castle not unlike that of her home; shaped somewhat like a tree and teeming with monstrous guards. The princess thought Starlight might break down as she had seen the unicorn do before whenever the subject of Equestria had come up, but she held back the tears by shutting her eyes and turning away. Sweetie Belle, on the other hand, was a wreck. Her eyes were wide with shock and horror, her hands covering her mouth again and shoulders shuddering as tears rolled unbidden down her cheeks at the sight of her former home.

A small patrol of flying beasts made all three mares duck for cover and, after ensuring they weren’t spotted, snapped Flurry back to the reality of their mission. “So, what now?”

“We... we need to find somewhere secure.” Starlight stammered, regaining control following the shock of seeing what Ponyville had become. “An abandoned building would be best. One that the monsters will have no interest in entering.”

Aunt and niece fell into silence, pondering this problem until their third meekly spoke up with a sniffle. “Well… w-we could try Carousel Boutique?”

“Carousel Boutique?” Flurry repeated in confusion.

“It was my sister’s home.” The crusader explained, wiping away the tears still escaping her green eyes. “As well as a fashion store. It’s on the other side of town but... if these guys are so obsessed with sex, then I imagine clothes wouldn’t be very high on their priorities.”

“That… could actually work.” Starlight said with a growing smile. “Good thinking, Sweetie Belle.” The praise helped lift the alabaster unicorn's spirits, if the small smile on her muzzle was any indication.

“Okay, so how do we get there then? Teleport?”

“No,” Starlight told her niece as she looked back at the town. “It won’t work. Whoever or whatever has done this to Equestria has inflicted some negative effect on long distance teleportation. It’s the reason why we didn’t just teleport in from the Empire. It messes with the spell and relocates you somewhere different. There’s no telling where we’d end up should we try teleporting to the boutique. For all we know, we could jump straight into the middle of an orgy.”

They were quiet once more, ducking another patrol, before Flurry piped up with an idea. “What if you had a beacon to guide the spell?” Starlight looked at her, saying nothing but wearing an expression that encouraged the young princess to go on. “I fly ahead to the boutique, and light my horn. You can then use my magic as a signal to home in on.”

“No. It’s too risky going in there by yourself.”

“Then how about you cast an invisibility spell on me beforehand? That way the monsters won’t know where I am, and then you have a marker for where to teleport to.”

“It would be faster than sneaking around and hoping we aren’t spotted.” Sweetie Belle added.

“But…” Starlight protested again, but she stopped as she looked Flurry in the eyes, seeing the determination in the young mare.

“Starlight, please. I can do this. I just need you to trust me.” For a long moment, the two simply stared hard at one another. the mage searched for any reason to doubt, any reason to protect her niece and choose a safer option. Any safer option. When one failed to materialize in the face of the alicorn’s conviction, she finally relented with a sigh.

“Alright,” she said, placing her hands on Flurry’s shoulders. “But you avoid all combat. Just fly straight to the boutique, then light your horn. Once you do, I’ll try to teleport the two of us to you. However, I’ll need all of my magic to make this successful, so you’ll lose your invisibility once we're on our way. Make sure you’re well hidden before you give the signal, understand?” Flurry nodded, a small smile forming on her face. Taking a deep breath, Starlight placed one hand upon Flurry Heart’s forehead and began channelling her magic. The teal glow encompassed her horn and, in an instant, the princess vanished from sight.

“Head for the south east of town,” Sweetie Belle explained, burying the silly feeling of talking to the seemingly empty space where Flurry had just been. “It shouldn’t be too far once you’ve past the town hall. Look for a building that looks like a children’s ride.” Though her confused eyebrow raise went unseen, Flurry nonetheless answered this advice with a grateful pat on Sweetie’s shoulder. The unicorn still jumped despite quickly realising what that meant.

“Be careful,” Starlight finished, and she was surprised with a hug from the invisible alicorn before a gust of wind signalled Flurry’s take off.

The hidden alicorn soared over the occupied town, silently surveying the carnage as her wide wings carried her through the air. The damage created a pang in the alicorn’s heart as she saw the partially collapsed town hall come swiftly into view. Surrounding the building were a circle of pillories containing restrained mares, most of them currently being violated by the lustful monsters that now called the town home. The urge to save them, to swoop down there, free the mares and lay waste to the fiends responsible was strong. But the area appeared a mecca for all the bestial soldiers that now ruled the town. Any such rescue attempt would be akin to suicide. Besides, she had a job to do, and pushed onwards.

Looking back up, Flurry’s eyes widened and she swiftly banked out of the way as a trio of spherical monsters flew by. She treaded air as she waited from them to pass, remarking how they lacked eyes on their grey skin; their ball-like bodies only broken up by a mass of tentacles trailing their path, and an unsettlingly wide smile on their front. Once she was certain she hadn’t been noticed, she turned and rocketed off to the south east.

Soon enough, she saw what could only be the boutique. Like Sweetie Belle described, it resembled a festival ride. However, like the rest of the town, it had seen better days. The windows were either boarded up or broken, lewd and gaudy graffiti littered the outer walls, and a section of the second story roof had caved in. However, the streets surrounding it were clear for the moment, and Flurry darted through the hole and landed in what looked to be an abandoned bedroom. The floor was littered with debris from the ceiling, as well as eviscerated mannequins and stains the princess refused to approach. Fabrics of faded colours were strewn everywhere, including over the top of a queen-sized bed with red covers. Ducking behind the bed away from the hole, Flurry took a deep breath and lit her horn in a golden glow of magic.

Now all she could do was wait, and hope Starlight Glimmer and Sweetie Belle would be alright.





“There’s the signal.” Starlight stated out loud, the relief in her voice palpable. A look to her side revealed a small grin adorning Sweetie Belle’s face as the younger unicorn gave her the thumbs up. “Now comes the hard part. Ready?”

Sweetie Belle nodded, summoning as much determination as she could. With the knowledge that Flurry was somewhere safe at or around Carousel Boutique, Starlight released the invisibility spell and began focussing. Despite teleportation being as easy as levitation for one as magically gifted as her, she didn’t want to take any chances and would rather have the full array of her magic in this attempt. Looking back to Sweetie Belle, she held out her hand; a hand the white mare took without hesitation. Summoning her courage and praying this would work, Starlight began channelling her magic; both through her horn and through the staff. She charged the spell a lot longer than what would be considered normal, as she was unaware of how much of an affect the miasma that prevented her previous attempts would disrupt this one. With a deep breath, Starlight opened her eyes and fired off the spell.

The next instant made her wish she hadn’t.

The time in-between teleportation was often instantaneous, depending on the magical ability and skill of the caster. But, with this spell, the moment seemed to last an eternity to Starlight. Her mind fell into agony as a searing pain exploded into being in her mind. It felt as if something was trying to dig its way out of her skull through her horn. Meanwhile, images flashed in-front of her eyes rapidly. Scenes of the most brutal, carnal nature the mage had ever seen. Monsters of every shape, size and description having their way with helpless mares. The many cities and towns of Equestria standing in ruins. But even with the pain crippling her mind and wounding her resolve, the final image she saw stabbed the largest jolt of fear into her heart. It stayed on a silhouetted throne, filled by a figure with long horns pointing out from a head of long hair. Leathery wings spread out in an intimidating fashion as a pair of glowing golden eyes stared seemingly into her soul.

After what may have been only a second but felt like an eternity, the spell ended and both unicorns were thrown onto the dusty ground. Starlight groaned as her head still ached, and she tried shaking away the pain as she groggily raised her head to witness the results of her spell. The teleport had failed. Catastrophically so. Rather than leap forward the distance between the edge of town and Carousel Boutique, instead they were thrown backwards; being spat back into reality in the front yard of Sweet Apple Acres. Sweetie Belle was on her hands and knees, the scrunching of her face a clear sign she was feeling the effects from the failed jump. 

What filled the light-lavender unicorn with even more dread was they were out in the open, and suddenly the centre of attention for nearly a dozen stallions of significant size and stature. The few shreds of clothing on their muscular physics were open flannel shirts or grimy denim overalls that did nothing to hide the massive packages at their groins. The most concerning part about them, however, was their heads. While Starlight had been expecting stallions to have been brainwashed and assumed she could undo it given her regrettable experiences in casting such spells, these ponies seemed beyond her. Primarily because their heads had been morphed to resemble a near featureless dark-coated sphere. Some of them were adorned with small writhing tendrils at different points, but all bared a frightening smile as they turned to the mares as one.

Starlight struggled to her feet as the monsters slowly approached, only to stumble forward; her staff being the only thing keeping her upright. This weakness was all the invitation the beast ponies needed, as a tentacle shot out and firmly coiled around her wrist. The pain dulled her senses, and by the time she realized what was happening, Starlight was pulled forward at speed and into the tight grip of the stallion, her staff wrenched from her in the process.

“S-Starlight!” Sweetie Belle called out, on her feet with a green aura surrounding her horn. But her rescue attempt was thwarted as another colt tackled the unicorn to the ground, her arms pinned down and the beast sitting on her stomach.

“S-Sweetie B-Agh!” Starlight’s call was interrupted as the stallion holding her held her arms tightly against her back while another came forward and tore her and clothes from her body in one fell swoop. With the sound of tearing fabric, the child-bearing hips, slim belly and C-cup breasts of the unicorn were revealed for all to see. Starlight’s shock at this was soon replaced by unwanted pleasure as the stallion in-front of her began groping her breasts tightly, squeezing and rolling them around in its palms. She fought the growing pleasure within her, trying to focus her magic once more through this molestation and the headache she still suffered. But this was disrupted when she felt something poke at her lower lips. Looking down, she saw the horse cock of the pony behind her standing and full-mast, poking and rubbing against her pussy lips. The monster merely grinned, slowly swaying its hips to grind its stallionhood against her honeypot and enjoying the thighjob all the while. Starlight fought the urge to moan, to let these pleasurable sensations take hold. But that was eaiser said than done, especially when the monster before her brought a teat to its mouth and began suckling from her nipple.

Sweetie Belle, meanwhile, struggled as the monster stallion still sat atop her stomach; his dick resting over her clothed bosom. Another monster circled around and knelt behind the first, leaning down to view her exposed pussy up close. It's breath against her most sensitive body part made Sweetie Belle jump and squirm. Flashes of what happened on the train flickered through Sweetie Belle’s mind at great speed, her imagination racing to terrible ends against her wishes. 

But, rather than cow her into submission, this lit a fire in her soul, evident in the defiant glare she shot at the beast straddling her. She was not going to be useless again. She quickly charged her magic, making use of the amplifier ring adorning her horn, to strengthen it as the crusader blasted the first stallion clean off of her. With the adrenaline now surging through her system, Sweetie sat up and slammed her shield into the misshapen face of the second stallion kneeling between her legs. She scrambled to a kneeling position before leaping forward and battering the would-be rapist shield again and again before turning her sights to the restrained Starlight. The elder unicorn, struggling to resist her captors, saw out of the corner of her eye another monster pony approaching; one holding two obsidian rings. Panic filled her widening eyes as she realized what they were for in an instant. 

“RUN!” She yelled, stopping Sweetie Belle in her tracks. “SWEETIE BELLE, RUN-ARRGH-MNF!” Starlight’s warning was silenced first by a cock penetrating her folds, then by the monster groping her chest forcing its large tongue into her mouth in a non-consensual kiss. 

With more of the monsters closing in, Sweetie Belle clenched her fists in frustration. She knew what she had to do, but it meant leaving one of her sister's friends at the mercy of these beasts. But if she didn't do as ordered, then she would share Starlight's fate. So, frustration forcing a tear from her green eyes, Sweetie Belle turned and ran. She ducked a right-handed swing from one corrupted stallion, and leapt over the tackle attempt of another as she made it out past the front gate and back onto the path towards town. But the unicorn got only five hurried steps before a third monstrous pony leapt over the fence and tackled Sweetie down again; pinning her to the ground with its body pressed tightly into her back.

Starlight was finally able to breathe as the beast pony before her pulled away from their kiss, but the one behind her was still pounding away within her pussy. As loath as she was to admit it, this thing was larger downstairs than Sunburst, and with each thrust the flared head of his dick kissed her cervix. As the pony in-front of her stepped back, she was brought down to her knees as the one holding the rings approached; one of them being extended to soon find a home upon her horn. Seeing this, Starlight quickly glanced over to where Sweetie Belle was being held down. The pony upon her was back up on its knees; one hand roughly holding her head to the ground, while the other pulled her tail to one side as it hotdogged its stallionhood against her bare bottom. 

In that instant, Starlight Glimmer made her choice. She only prayed Flurry, Sunburst and Trixie would forgive her for such a dangerous choice. Summoning all the focus she could despite being rutted, she lit her horn and, pinpointing Flurry’s magical beacon, cast her spell. In an instant, Sweetie Belle disappeared from sight, much to the confusion of her assailant. As Starlight returned her focus back to the dire situation she faced, a calloused hand roughly grabbed her cheeks and faced her forward. The monster pony smiled gleefully as, with their other hand, slid the ring over and down onto Starlight’s horn. The instant it came to rest at its base, the dull pain of the teleport spells magnified tenfold. Starlight couldn’t control herself as it felt like a railroad spike had been driven in through her skull. 

While the pain slowly ebbed, it also felt like something within her heart had been taken away. She could no longer feel any connection to her magic. This terrified Starlight Glimmer, far more than the rape she was currently suffering. For many years, her magic had been her greatest strength. Tartarus, it was her special talent, the very reason she gained her cutiemark. In a cruel irony, she imagined this was what it was like when she had stolen the special talents from the ponies of her town. For it to be stolen away from her like this now, when she needed it most...

A powerful thrust reminded Starlight there was still a dick thoroughly scraping against her insides, and the pain was being replaced with a rising combination of pleasure and dread. The corrupted stallion that had fondled her before was now laid down on his back before her, their dick standing rigid like a flagpole. As the one behind her shuffled the two of them forward, she looked down to see the one on the ground lining its schlong up with her already occupied vagina.

“N-No…” She pleaded quietly, shaking her head as realization set in. “You can’t! It won’t fit! I won’t fiiiiiIIIIIIIITTT! A-AAARGH!” Starlight screamed as the second cock began squeezing inside her stuffed muff. The stretching of her lower lips hurt more than the pain of the ring cancelling her magic, wiping out almost all other sensations as inch after inch of cock disappeared inside her. After a minute or so, the second intruder finally hilted, and the feeling of two massive dicks stretching her passage was enough to push Starlight over the edge. She wailed once more as her orgasm crashed over her, her restrained limbs twitching and eyes losing focus as her pussy walls clamped down around the two lengths.

As soon as it seemed her orgasm had subsided, the monsters began moving again. Their dicks ground against one another as they pumped Starlight in tandem; one in, the other out. The assault drew loud moans from the unicorn, her resistance slowly crumbling with the beasts spreading her hole open with each thrust. The beast pony that had placed the ring upon her horn then stepped forward, its own hard-on taking up a large portion of her vision. Helpless as she was, Starlight merely shook her head as she panted from the combined pounding she was taking. The monster would not show mercy, though, and grasped her head by the mane before ramming its cock into her mouth.

Starlight was struggling to stay conscious. She was rapidly approaching another orgasm as both sets of lips were stretched by the three large intruders. As the two lower dicks knocked on the gates of her womb, the third in her mouth was tapping the back of her throat. She was finding it hard to breathe and, whenever she could, the only thing she was inhaling was the musk of this monster pony's stallionhood. Her growing pleasure was further heightened as the ones pounding below put their hands to use as well. The stallion behind her used two tentacles from his head to hold her wrists up out of the way, while his arms came forward to squeeze her boobs and pinch her rock-hard nipples. The monster below reached up and grabbed a handful of her light-lavender flanks, pulling on them as he thrusted harder. The one fucking Starlight’s face roughly pulled at her mane and began picking up the pace. Her concern heightened when she felt the other two accelerating as well. Despite her waning endurance and struggles to stay conscious, romantic nights spent with Sunburst meant she knew what was about to happen. And she was powerless to stop it.

All too quickly, Starlight was thrust over the edge and into another all-encompassing climax. The beasts pulled back one last time before each delivered one almighty thrust and came inside as well. Rope after rope of foal batter flooded down Starlight’s throat and up into her womb. The semen just didn’t stop, overflowing from both sets of lips as Starlight’s eyes rolled upwards. Eventually, the flow finally stopped and, one by one, the monster ponies pulled themselves out of her. Starlight fell onto the ground in an unconscious heap, sperm spilling out of her mouth and pussy as the three rapists rubbed out the last drops of cum onto her exhausted body. A glow from her pelvis shone as the contraception spell activated. The shimmering glyph on her coat appeared and then shattered, followed by all the semen injected into her pussy being violently shot right back out until not a drop of their seed remained within.

“Nicely done, boys,” a classy male voice sounded out from within the factory, stopping the others that had surrounded the erotic display in their tracks. “Now bring her inside. After all, it’s not every day new livestock delivers itself.”





“Oh, come on. Where are they?” Flurry quietly asked herself, pacing back and forth as the sky was beginning to darken outside. At least, she thought it was darkening. The pink glow on the cloud’s undersides made it very hard to tell what time of day it was. She had eaten another of the apples in her satchel while she waited, and had remained hidden in the large upstairs bedroom; ensuring no monsters outside could spot her. Even so, she was worried. It shouldn't have taken this long. Other than herself, Starlight Glimmer was the most magically gifted pony Flurry Heart knew. Even with the supposed miasma affecting teleportation, it shouldn't have taken the pai of unicorns this long... right?

So, it took Flurry by surprise when, in a flash of teal magic, Sweetie Belle materialized into the room. In an instant, the princess saw multiple problems; the first being the state Sweetie Belle had arrived in. The crusader's expression was one of fear, her breathing was rapid, and she backed up until her shoulders hit one of the walls and she couldn’t retreat further. With each passing second, however, Sweetie's green eyes took in where she was; childhood memories clashing with the current reality and what just happened. But Flurry's concern for the former Cutiemark Crusader was swiftly overshadowed by a far more pressing concern.

“Sweetie Belle?” Flurry asked, moving slowly so as not to scare the unicorn further than she already had been. “Sweetie Belle, what happened? Where’s Starlight?”

Once Sweetie’s green eyes locked onto Flurry, her shoulders sagged and tears formed. For the second time that day, she embraced the princess in a tearful hug, nuzzling into the alicorns’ neck as the dam burst. Sweetie was unaware how long she sobbed, nor did she care at that moment, but she was silently grateful for Flurry returning the hug and stroking her back and lavender mane. After a couple of minutes, Flurry pulled back and saw the wet eyes of Sweetie avoiding contact with hers.

“Sweetie Belle,” Flurry repeated, gently placing her hands upon the unicorn's shoulders. “Please, tell me. Where’s Starlight Glimmer?”

Sweetie Belle sniffed, trying multiple times to speak only for a sob to escape her lips. Eventually, she finally took a deep breath and looked the princess in the eye. “She… S-She told me to run… I wanted to save her, but…”

“Sweetie…?” The alicorn's concern grew, Sweetie's stilted explanation thus far heightening her worst fears.

Another deep breath. “The teleport backfired... I-I think. S-She’s back at Sweet Apple Acres. She was… She was being…” Sweetie couldn’t finish and buried her face in her hands as the tears broke through again, whimpers sounding out of her repeatedly saying “I’m sorry.” Flurry released her hold on Sweetie as the shock hit her, followed rapidly by guilt. The mission was barely a day old and already in shambles. Worse, she was the one who convinced Starlight to join her. Now she was captured by these monsters, who were doing who knew what to her. 

It was beyond obvious to Flurry Heart launching a rescue for her aunt was her next course of action, but she had to be careful. Starlight would undoubtedly be heavily guarded, so the alicorn would need to be smart to avoid any more disasters befalling this already ailing campaign. Then there was Sweetie Belle. This rescue  effort was going to take everything that she had to pull off, but Sweetie Belle could help her chances at rescuing her aunt. The real question was should she help? With the train earlier this morning, and now this, the unicorn’s confidence was in tatters. She clearly needed a breather soon or she might break under the pressure.

Flurry practiced the breathing exercise that Starlight had shown her as a filly, then, with all options on the table, made her decision.
> Chapter 3: Exhaustion
> --------------------------------------------------------------------------

When Starlight slowly regained consciousness, her vision was blurry and her senses dulled. As the fatigue faded away and her awareness sharpened, however, her lax state rapidly became one of near panic.

She knelt in the middle of a large, dimly lit warehouse; most likely the very same warehouse at Sweet Apple Acres the misfired teleport spell had dumped her and Sweetie Belle in front of. Though the soft sound of feminine moaning showed she wasn't alone being imprisoned here, all she could make out were odd-shaped silhouettes in the shadows. The cold air on her body revealed she was as naked as the day she was born. Her wrists and thighs were bound together by rope, those cuffing her hands felt connected to the collar around her neck. Said connection held her arms in a soreness-inducing position behind her head. Starlight tried to light up the dim warehouse around her, but a sharp pain in her mind cancelled out her attempt at a light spell; a clear sign the anti-magic ring was still upon her horn.

Regardless of this failed effort, the lights within the warehouse blared into life. At once, the source of the moaning was revealed, and it terrified Starlight.

In three rows of gantries going up the sides of the warehouse were trapped mares. They were naked and, on their knees, their arms held tightly behind them by chains. They moaned into translucent tubes strapped to their faces, some of which were pumping an amber liquid down their throats. But the most shocking thing of all was the breasts on each pony. The boobs were the size of beanbags, massive teardrops that clearly weighed enough to pull them forward and stretch the chains binding them tight. Each mound had a large suction cup tugging on the engorged teats, and each mare seemed to be shooting out a different-colored liquid into pipes that led further back into the warehouse.

The worst of these mares, and the ones that held Starlight’s gaze the most, was Apple Bloom. The youngest Apple sibling was on the ground not twenty feet in front of her. Rather than kneeling, she was literally laying on her breasts like a mattress, as they were comparable in size to Trixie’s old caravan. Like the others, her nipples were pumped for liquid; an amber fluid that was feeding into the pipes in all of the other’s mouths. Rather than a pipe in her own, Apple Bloom’s moans were muffled by a bright red ball gag, her face showing exhaustion, sorrow and pleasure.

“Impressive, wouldn’t you say so brother?”

Starlight’s glanced behind her and her concern levels kept climbing. Approaching from the double doors behind her, flanked by two of the muscular monster ponies, was a leanly built stallion dressed in a white shirt and pants combo with a blue and white pinstripe vest. But what unnerved the lavender unicorn was the twin unicorn heads upon his, their, shoulders. Both bore green eyes, red mane and tail with the white stripe running through, though the one on the right bore a similarly red moustache. Another concerning item that she couldn’t help but notice were the large bulges in their pants; largest in their crotch, but also snaking down the trousers to their knees, and straining against the fabric.

“I’d go as far to say it’s breath-taking, brother.” The one on the right replied, both heads wearing confident smirks as they walked around to face the bound mare. “But I’m more curious what our guest thinks of our hard-working employees.”

“It’s horrific,” Starlight answered in a tone that betrayed none of her disgust. “Who are you two?”

The twin-headed stallion gasped in shock. “You haven’t heard of us?” The mustachioed one asked, with Starlight’s flat glare being her response. “Well, I suppose introductions are in order. He’s Flim…”

“He’s Flam,” the other head finished, the two flourishing their arms in a grand display. “And we’re the world famous Flim Flam Brothers!” They paused following their announcement, though Starlight’s continued silence and unimpressed expression fizzled out their enthusiasm. “Well, well. Someone’s not feeling at home.”

“Perhaps we should help her with that,” the right one, Flam, spoke up and they snapped their fingers. The sound of footsteps was the only warning Starlight had before two pairs of calloused hands hooked under her legs and held her up, spreading them before their dressed master. She turned her head away as they stepped forward, ogling her marehood as it glistened against her will with feminine juices.

“Now, now, my beautiful friend,” spoke Flim, taking hold of Starlight’s chin and pulling it towards them. When she snapped her face away again, this time one of the monster ponies roughly grabbed the back of her head and forced her to look at them. “All we want is to talk with you, as well as offer you the opportunity of a lifetime; an exclusive contract to work with us here at Flim Flam Fields.”

“You mean Sweet Apple Acres.” Starlight spat back, more a statement than a question. “And the answer’s no. You really think I’d let you do to me what you’ve done to these poor mares? You’re insane. Both of you.”

“Hey now, there’s no need for harsh words there.” Flam said, his cheerful smile adding to the grifter vibe Starlight was getting from these two. “Perhaps we can come to an agreement. You don’t want to end up like them,” he gestured to the mares moaning as they were milked for all their worth, “and we would like some information. That sounds more than a fair trade, wouldn’t you say?”

“And just what information would you want?”

“Well,” Flim began, “perhaps you could tell us who else has rolled into town with you, and maybe where they’ve gone?”

Starlight knew what they were trying to do and she wasn’t about to have any of it. With the fire burning in her soul travelling into her furious gaze, she looked them both dead in the eye and responded in a level but impassioned tone.

“Go to Tartarus, you two-headed freak.”

The two sighed before adopting passive, almost disappointed expressions. “A shame, really.” Flim started.

“Quite so, brother. Quite so.” Flam finished, and then snapped his fingers.

At this command, tentacles from the heads of the monster ponies reached down, wrapping around Starlight’s breasts and squeezing tightly. As this drew a moan out of the bound mare, one of the monsters reached down with a hand and began stroking her lower lips. The fingers traced the edges of her pussy tenderly, before coming back up and circling her clit. As the tendrils kneaded and rolled her boobs around, the fingers pinched and rubbed her button, drawing a shocked cry from the unicorn. This continued for several minutes, and with each passing moment, the panting and moans escaping unbidden from Starlight’s mouth grew louder in volume. Eventually, it finally stopped when the brothers snapped their fingers again.

“So, feeling ready to spill the beans yet?” Asked Flim, he and his brother looking upon the panting unicorn with smug grins. Starlight took a little while to regain her breath before looking back at them. Despite her molestation, the fire of defiance still burned in her eyes, giving the stallions her wordless answer.

“It would seem we require a more hands on approach.” Flam calmly responded, nodding his head backwards. At this silent command, the two monsters carried Starlight over to the tall line of Apple Bloom’s cleavage. They held her against it, her bound arms acting as enough of a buffer to stop her head from sliding in-between those enormous mounds. At this, the tentacles and hands of the beasts withdrew, their only purpose now to hold the mare off the ground.

With her legs still held open, the brothers approached and, with anxiously flexing fingers, set upon her body. One hand fell upon her breast; picking up where the tentacles had left off in groping it. While that began, the other hand dipped lower and spread her pussy open. Starlight tried fighting off the sensations, but couldn’t help but gasp when, after a few light strokes, two fingers pushed their way into her vagina. The heads of the unicorn twins didn’t remain idle in all of this, with Flim closing in and forcing his tongue into Starlight’s mouth after another forced moan, while Flam went lower and took one of her hard nipples into his mouth. Both sets of male tongues danced around and toyed with the poor mages’ body; Flim’s muscle wrestling Starlight’s into submission and exploring every nook and cranny of her mouth, while Flam’s circled her areola and flicked her teat at varying speeds.

For what felt like hours they teased her. Starlight focused her mind on the ones she loved in an attempt to fight the molestation in progress. She thought of her partners, Sunburst and Trixie. Her daughter, Luster Dawn. Even Flurry Heart, who, despite not being related by blood, she still thought of as her niece. Yet each time she felt on the cusp of blocking out this forced pleasure, the brothers would intensify the stimulation. Eventually the hand pumping its digits into her muff pulled out, and Flam’s head pulled away from her nipples with a final tug and a loud pop. When the sound of fabric folding and hitting the ground sounded out against the ambience of moaning mares, and Flim finally pulled out of their kiss, Starlight drew as deep a breath as she could before looking down. 

Her tired eyes widened at what she saw. The brothers’ pants had been shed, leaving them as naked from the waist down as she was. But it was their stallionhood that held her attention and fear. There were two of them. Two large cocks, each at least a foot long and as wide as her forearm, stood proudly from their pelvis, one above the other and a pair of apple-sized balls dangling beneath them. With those smug grins, the stallions stepped back in and began rubbing their lengths against both her now leaking lower lips and her back door.

“Last chance to accept our offer, miss.” Flim spoke, a flicker of steel in his otherwise confident gaze as they rubbed against her entrances.

“Unless, of course, you wanted this the whole time?” Flam added, tugging tackily on his moustache. “Though if that was the case, the tough girl act wasn’t necessary to turn us on.” Starlight, in between shuddering moans, summoned her diminishing strength, looked the stallions in the eye, and spat in Flim’s face. The globule of defiance hit its mark square in the salespony’s eye, eliciting a shocked cry as the mutant pony stumbled back and furiously wiped away the spit ball.

“That’s it!” Flim shouted, his mask of smug superiority gone and anger and annoyance serving as their replacements. The two stomped back to Starlight and delivered a smack to her face. As the sting of the impact faded, Starlight looked down and saw they had grabbed their cocks, now aligning both with her lubricated lower lips.

“No, no! Wait!” Starlight pleaded, her mind flashing back to her capture outside, but another slap to the other cheek silenced her.

“Too late, cow!” Flam responded harshly, as the brothers pushed their hips forward and the twin heads entered the waiting portal of feminine flesh.

Starlight howled in pain as, for the second time that day, two dicks entered her at once. The initial entry was slow. Painstakingly so. The further they pushed, the tighter she clenched around them, which in turn heightened both the pleasure and the pain and created a feedback loop. After a few moments of agony, they finally hilted within her. Staying stationary was actually more painful for her, as she could feel in excruciating detail how her passage was stretching. Not even during Luster Dawn’s birth had she felt so stretched. When they finally began pulling out, retracting until only the heads of their cocks remained embedded within her folds, a small part of her felt like weeping in joy. She banished that tiny part of her immediately before her mind reeled from the twin cocks pushing their way back inside. The brothers slowly found a rhythm, building up speed as they stretched Starlight out with each thrust. As they got faster, the stallions reached forward and sink their hands into her noteworthy flanks. They squeezed and used them to pull Starlight in closer with each thrust.

“Ugh! St-Stop-argh! Stop this, mnf! Mnargh!” Starlight cried out in between pants and thrusts, feeling the onset of another climax beginning to build within her.

“No deal.” The twins responded simultaneously, leaning forward and taking a pendulously-bouncing nipple in each mouth. Starlight howled as the pain had almost entirely morphed into pleasure by this point, and the assault on her folds, plus the fondling of her ass and the suckling all added up to her climax’s swift approach. The brothers worked into yet another rhythm; they would bury their faces into Starlight’s chest when they pulled out, then suck and pull the breasts taut when drawing her hips forward to swallow their cocks once more. The process continued, constantly gaining pace until Starlight felt their cocks growing bigger within her, heightening her own pleasure, but also sending a clear signal that even her under-assault mind could understand.

“STOP IT! STOP IT, PLEASE! PULL THEM OUT! PULL THEM OUUUUUUUUUT-AAAARGH!”

Starlight’s screams went unheeded as she was finally brought over the edge. Her whole body shuddered as wave after wave of ecstasy crashed over her. Her pussy unconsciously clamped down like a vice upon the twin intruders. With animalistic grunts, Flim and Flam reached their limit as they unleashed their seed with her. The stretched-out pussy walls milked out every drop of foal batter as it poured directly into her womb. A tear streaked down her cheeks as she simply twitched and squeaked in response to the overload of pleasure, a part of her lamenting how her contraception spell no longer protected her. It felt as if she had failed Sunburst and Trixie. She had failed to protect what was theirs and theirs alone to enjoy. As the high of her orgasm slowly started ebbing away, she sluggishly opened her eyes to see Flim and Flam using her limp tail to clean off their semen-stained cocks.

“A shame she wasn’t able to tell us anything,” Flim lamented in a disappointed tone, as if a business deal had just fallen through.

“No matter,” Flam consoled his twin with an almost cruel grin on his face as he looked down at the exhausted mare before them. “She might not have been willing to help as an informant, but we’re always in the market for new livestock.”





“They couldn’t have left one decent pair of pants?”

Sweetie Belle quietly fumed after asking this question to no one. She stood in the main room of Carousel Boutique’s ground floor, trying to distract herself from her adventure thus far. After her tearful retelling of the failed teleport and Starlight’s sacrifice, Flurry Heart was quick to rush to the unicorn’s rescue. Before doing so however, she had asked if Sweetie wished to join her and, upon seeing the still fearful and crying features of the other mare, allowed her to stay hidden within her sister’s old home.

Flurry had left some ten minutes prior and, after taking some more time to shed more tears, had tasked herself with finding some new clothes to replace the ones the monsters had destroyed. Not just for herself, but also her companions. She had managed to talk the impatient princess into wearing a tattered curtain as a cloak to better disguise herself, as well as finding the only decent top left in the store; a long-sleeve black top with the hem cut so high it exposed a fair amount of underboob while still leaving Flurry decent. Sweetie, meanwhile, had managed to replace her panties with a lacy pink set with floral designs, but was now finding it difficult to obtain anymore clothing.

Realizing she could no longer use the search as an excuse to avoid introspection, she turned to head back up the stairs to her sister’s bedroom, but paused upon the sight of the store. Mannequins were strewn across the floor and sliced into numerous pieces, as were various strips of fabric that had once been beautiful gowns or stunning suits. The sight created an ache in Sweetie Belle’s heart, and drew her thoughts to Rarity. Despite near two decades having past by, she still prayed her sister was safe.

Safe… Like how she was and Starlight wasn’t. As she slowly started trudging up the stairs back towards the bedroom, her thoughts finally drifted to her companions; Starlight, who saved her from more rape and suffering and was no doubt taking her place, and Flurry Heart, who was now bravely risking her life while she sat here in her sister’s home feeling sorry for herself. She wanted to save Starlight, she really did, but, deep down, Sweetie Belle had discovered she wasn’t as brave as she had once been. She supposed it had been the fact that, in her youth, she was flanked by Apple Bloom and Scootaloo, and in the Empire, she had Button Mash being the dorkiest, yet most supportive coltfriend she could ask for. Strip those safety nets away, and she wasn’t nearly as strong as she thought.

“I guess I am useless, huh?” She asked solemnly, not expecting an answer.

But an answer she would receive, just not in the manner she was expecting.

As she reached the top of the stairs, a painful pulse erupted from her stomach. The suddenness and pain from the ache nearly took Sweetie Belle off her feet, resting one hand against the wall while another pressed against the sore point. For a split second she thought she could feel movement within her before another pulse rocked her entire body and brought her to her hands and knees. As she gasped in pain, the unicorn looked down her body and saw her belly becoming more and more gravid with each passing moment. With the pain growing along with her belly, she realized with horror what this meant.

The eggs from the train were hatching.

Fear pumping adrenaline into her limbs in spite of the pain, Sweetie Belle pushed herself up and half walked, half dragged herself along the wall to the toilet, closing herself in and immediately removing her recently-acquired panties. The moment she sat down, the pains renewed their strength, drawing out howls of pain from the young mare as the growth of her belly finally stopped. She could see bumps pressing from within her rounded belly, squirming around and creating feelings she didn’t wish to admit existed. Her breathing was loud and labored as one hand pressed against her moving stomach and the other pressing against the wall as hard as she could to stabilize herself.

Then they started moving. Pain and, concerningly for Sweetie Belle, pleasure coursed throughout her body as she squealed from the stimuli. Small wriggling forms were inching their way out of her body towards the nearest exit; her asshole. Sweetie clenched her buttocks with all her might, hoping to hold off their advance and trying to control her haggard breathing. But it availed her little. Her belly continued contracting as more and more of the things inside her wriggled their way down from her stomach. The movement itself felt like somepony was fingering her pussy, but inside her ass and with two dozen extra fingers. As loath as she was to admit it, this day had awakened something within the usually prim unicorn. The constant sensations were causing her pussy to begin watering despite her wishes.

After a few agonizing minutes, she felt them at her back door. She clenched her butt cheeks together as hard as she could, even using her magic to push back against the approaching creatures. But the build up of the things madly ramming into her overburdened asshole from the inside, as well as their constant rubbing against her insides was too much. As one slowly managed to wedge itself out of her pucker, the floodgates opened and creature after creature burst out of her backside and into the toilet bowl. The feeling of release as well as the things breaking through was enough to push Sweetie Belle over the edge, her voice rising into a shrill scream of pleasure as her pussy gushed femcum.

Sweetie Belle endured wave after wave of ecstasy as the birthing continued. Her pleasure-wiped mind drifted in and out of consciousness, but eventually the orgasm ebbed away. Slowly catching her breath, Sweetie forced her eyes open and leaned herself off the toilet seat, bent forward and leaning against the door. Her backside felt sorer than she could ever remember it being; worse than the bad landing she and the other Cutie Mark Crusaders had endured during their attempt at a paragliding cutie mark, and far worse than the hardest Button Mash had ever pounded her pussy during sex. 

That forced her still recovering mind to another fact; she came from this. First on the train, then again in her sisters’ home, Sweetie Belle had reached orgasm with her ass. She was glad nopony else was here to witness this debasing act. She dared a look back into the bowl and inhaled an unsteady gasp of horror. Writhing within Rarity’s toilet was a numerous pile of thick, maggot-like worms, their off-white bodies pot marked with lavender bumps as they squirmed over each other and attempting to climb out of the toilet. On top of this, Sweetie Belle felt something wet against her body aside from the trails of her nectar streaming down her thighs. She looked down and saw large wet patches had formed on the breast of her jacket, and she could feel her shirt beneath was also soaked as it stuck to her body. 

Her breathing beginning to shorten, Sweetie couldn’t be in there anymore. She opened the door and stumbled through, running headfirst into another body that caught her. Acting on instinct, she wrenched herself out of this person’s arms and fell to the floor, though her magic reached into Rarity’s room and carried her shield back to her. Her tired eyes focused on her new guest, and her weary mind unsure if her eyes were playing tricks on her.

Standing before Sweetie Belle was an earth pony. The mare was as naked as other ponies she had seen in town, the only things even resembling clothing were a brown belt looping around her wide waist with a coiled whip attached to it, and an iron collar with a broken chain dangling from it. Her coat was a light blue while her curly mane and tail were a deep purple, reminding her of Rarity’s own hair, but with a stripe of pink swirling though it in a manner reminiscent of Twilight Sparkle. The look in her sparkling blue eyes was one of surprise as she slowly raised her hands in a non-threatening manner.

“Hey, hey. It’s okay,” she said soothingly, not making any sudden moves while in Sweetie’s gaze. “You’re okay. I’m not going to hurt you.”

The adrenaline started seeping away from Sweeties’ limbs as she saw this newcomer, her shield arm lowering to help her sit up as the day began catching up with her. The train, the implanting of those eggs, being unable to help Starlight, then having to birth those… things. It was all too much. Her will crumbling, Sweetie Belle began to cry uncontrollably. Her whole body shuddered as she wept, not caring for anything as her emotions overwhelmed her. She felt somepony embrace her in a gentle hug, one she tightly returned as she buried her face into their shoulder and allowed her tears to soak into their coat. Sweetie Belle was unsure how long she had wept, but as the tears finally began drying up and the occasional sob choked out of her, she pulled back and looked up to see this newcomer had been the one to embrace her, the look in those blue eyes filled with empathy for the unicorn.

“Feeling better?” She asked, her voice quiet but compassionate. Sweetie responded with a nod, not trusting herself to speak for the moment. “Can you walk?” Another nod as she was helped to her feet. “Let’s get you somewhere nice to rest. That okay?” A third nod, and Sweetie Belle was slowly guided by this unknown mare back to Rarity’s room, the two sitting down on the edge of the faded red covers. A blue hand rested upon a white shoulder as the mare wiped away the water still staining Sweetie’s cheeks.

“I’m sorry for startling you,” the mare began after a moment or two of quiet. “I wasn’t sure if you were a monster baiting me in or if you really needed help.”

“N-No,” Sweetie croaked, her voice still choked up from the crying. “I-It’s fine. But… who are you?”

“Oh, right. Sorry,” the mare chuckled to herself. “My name’s Duplicia. What’s your name?”

“S-Sweetie Belle.”

“Well Sweetie Belle, may I ask what you’re doing in here? This whole region’s not a great place to hide, you know.”

Sweetie Belle looked away for a moment. “I, I’m waiting for my friends. One of them got separated and the other went back for them. What about you?” The unicorn turned to look the earth pony in the eye. “What are you doing here, and how’d you get free?” Duplicia smiled as she stood up, though said smile didn’t make it all the way to her eyes. 

“I was a prisoner,” she began, “that much is true. But I managed to trick my captors and run. A few weeks later I was taken in by an underground resistance cell. They kept me safe and, in return, I’ve been helping them fight back against Empress Talvira. I was on my way to reunite with them before I heard your moans from outside. You were lucky there aren’t many monsters around here at this time of night.”

As she spoke, Sweetie Belle began noticing the features of Duplicia’s body that her initial glance failed to notice. The way her arms and legs were lean but showed signs of muscle buried just beneath, or how she was possessed of a beautiful hourglass figure. Those thick thighs and wide hips led up into a tin waist, but ballooned back out again in the form of full E cup breasts capped with dark blue nipples.

Her observations didn’t go unnoticed, as Duplicia leaned down to look her in the eye, her face displaying concern. “Are you sure you’re okay? You’re spacing out a bit.”

Sweetie Belle shook her head, feeling the heat of a blush she desperately wanted gone. “I-I’m fine,” she stuttered, looking away and tucking a strand of her mane away from her face. “I’m just-”

“Exhausted?” The question caught Sweetie off guard, but she nodded meekly at Duplicia’s correct guess. The other mare smiled that soft smile as she clambered back onto the bed and scooted up to rest her head on one of the pillows. Sweetie dithered for a moment but Duplicia sat up again. “Sweetie Belle, you need to rest.”

“But,” Sweetie blurted out, standing up off the bed and beginning to pace as her fears resurfaced. “What about my friends? I need to be ready for when they get back. I can’t fail them again. I’ve already been such a burden on them. I need-”

“Stop!” Duplicia called out, hurrying off the bed and gripping the unicorn by the shoulders. “Don’t ever think of yourself like that. You can’t blame yourself for what happened, whatever happened. What you need right now is to rest.”

“But my friends-”

“I’ll stay with you,” Duplicia interrupted again, her blue eyes staring deep into Sweetie’s green. “I’ll keep you safe, and I’ll wake you when they come back. Now rest, please.”

The speech struck a chord within the tearful unicorn, reminding her of times in the past when Apple Bloom had been the one to talk some sense into her when it was usually the other way around. With a sigh, she nodded tiredly before being brought into another gentle hug from Duplicia. After remaining that way for a moment or two longer, Sweetie Belle allowed herself to be guided back onto her sister’s bed, Duplicia pulling the covers over the both of them and gently holding her slender white hands. As her head hit the pillow, her fatigue started hitting her hard, the heavy eyelids winning the battle against her consciousness. She fought it for a little, but looking into the empathetic eyes and caring smile of Duplicia was enough to let herself slip away. With the last thing she could feel being the warmth of the covers, the grip of one of Duplicia’s hands holding hers, and the other tracing patterns upon her shoulder, Sweetie Belle drifted into the dream realm.





Flash. Run. Hide. Locate, and flash again.

This became Flurry Heart’s method as race north through Ponyville, the farmlands and her aunt her goal. Tugging down the curtain from Carousel Boutique as a makeshift cloak, she ran through the backstreets, checked the corners, then teleported herself a few blocks down. She didn’t dare fly overhead as she did on her way into town, knowing she’d stick out like a sore thumb against the lit undersides of the clouds above. So, while the apparent miasma that condemned Starlight and Sweetie Belle to landing at the farm meant long range teleportation was a bust without a beacon, short range jumps were still possible.

As she slipped past the clearing around the town hall, Flurry overheard some monsters bragging about various vulgar ‘victories,’ which mares were the best rut, and other perverted platitudes. One thing that did catch her ear, however, was the rumblings that a horde was being rallied for a potential push north of town. Even as she ran on, Flurry panicked a little internally. There was only one place worth invading to the north for these beasts; her home. The Crystal Empire. Squirreling that important nugget of information away, Flurry pushed herself harder, running faster and teleporting further with each jump. Despite this increase in speed, she always kept a watchful eye out, and managed to evade detection all the way to the edge of the town.

Once out of town and in the brush of the countryside, Flurry allowed herself to fly low to the ground. She weaved in-between trees whenever they bunched up close, her eyes scanning the skies just as often as they did her path or surroundings. As she travelled, however, she had felt a slowly growing tightness within her chest. But she had no time to on that managing to land in the bushes near the farmyard of what Starlight had told her was once the most hard-working and dependable farm in all of Equestria; Sweet Apple Acres.

Looking upon this farm now, it more resembled a secret government research base from one of those trashy novels that Pound Cake enjoyed reading. The lights were off in the windows of the warehouse, as well as the red farmhouse a small distance away. The ground and air surrounding the farm, however, was definitely awash with activity. Monstrous ponies and fleshy, sphere-like monsters patrolled the grounds with a fervor that seemed like they knew somepony else was coming. It’d be suicidal to force her way in with that many guards, so Flurry thought quickly and, upon plucking an idea, hoped these things were as dense as she hoped.

With her magic, she crafted half a dozen small orbs of illusionary light, materializing them hovering above the farmyard. The lights immediately captured the attention of the monster ponies, as well as some of the flying monsters. They leapt at them and swooped, but passed right through them. Convinced they would take the bait, Flurry then sent the orbs zooming further north up the dirt path, with vast swathes of the dumb brutes chasing their impossible prized. She saw someone else run out of the farmhouse; a twin-headed unicorn stallion in white pajamas with blue pinstripes. They shouted after the disappearing horde, and order those who hadn’t ran after the lights to remain on guard before taking off after their disobedient servants.

Once the rabble was well out of sight, Flurry charged the balls to stick to the closest object and remain stationary, no doubt buying her a few minutes to get inside. Making a mental note to thank her aunt Trixie for the dancing light spell, she turned her attention to the remaining guards; four of the ponies and two floating abominations. Drawing her sword, she took a deep breath, then teleported. Reappearing behind one of the bestial stallions, Flurry plunged her sword straight through its back before teleporting again, reappearing in the air just above one of the floating spheres and bisecting it. Another teleport saw her decapitate another of the ponies before blasting the heads of the last two clean off with magic. As the last floating blob swooped in to catch her, she easily caught it in a golden aura and cut clean through it, the monster joining its brethren as a lifeless husk on the ground.

Flicking the blood off of her sword, Flurry quickly rushed to the doors, finding them locked. She was about to wrench the doors open, but hearing the shouting of the master of the farm from even this distance meant she had little time to waste picking locks. Thinking quickly, she took flight to the roof of the building and pressed a fake trail of footprints on the path leading back to town before drifting off into the woods. Hoping her deception would be enough, she looked in through one of the rectangular skylights of the warehouse. She could see large, rounded shapes in the dim light, but not much more detail. However, with the horde soon to return, she didn’t want to be caught outside, or at all, and swiftly teleported herself inside.

Resolving to find her aunt as quickly as possible, Flurry Heart cast a light spell to banish the murkiness that permeated the warehouse. She immediately regretted this action, as it not only revealed the walls of feminine flesh from which all the ambient moans came from, but it also revealed Starlight’s predicament.

The senior unicorn was wedged within the monstrous bust of a yellow earth pony with red hair and a bow. Starlight’s arms were bound behind her head, and a clear tube was strapped into her mouth, pumping what looked like cider into her in long bursts with only five to ten second intervals to allow her to breathe. Her lower half remained unseen as she was buried within the cavernous valley of boob up to the undersides of her own bust. It was Starlight’s bust that horrified Flurry Heart the most. Starlight’s breasts had seemingly tripled in size, up to a EE if the young alicorn had to guess, and her darkened nipples were bound by two thin dark bands. The unicorn’s face was fully flushed as she was forced to swallow liter after liter of the liquid.

Unable to stand seeing her trapped like this, Flurry immediately pulled Starlight out of her cleavage prison and sat her down against one of the massive boobs, removing all the bindings on her. Though she was now no longer being forced to drink that liquid, Starlight sounded out a louder rendition of what these other poor mares were moaning as her nipples erupted with milk. It sprayed out like a fire hose, arcing at least a meter before splattering on the ground. Flurry watched on in shock as Starlight, in a babbling fit of pleasure, tried desperately to milk herself, the pleasure bringing tears of exhaustion to her eyes and tears of sadness to her nieces’. With a howl of carnal pleasure, Starlight’s body spasmed and her jets of milk shot further. For a few minutes, the twitches of her body continued until they died down and Starlight seemingly fell unconscious, the streams of milk slowing to a trickle.

As she watched on, Flurry felt the tightness in her chest grow until she felt a wetness on the barely-presentable top Sweetie Belle had found for her to wear beneath her armor. She also felt something rubbing at her crotch, and gasped when she found her hand had subconsciously drifted down there while watching Starlight empty her lactose-laden chest. She jerked her hand away immediately and then cautiously reached under the shirt to feel at her breast, feeling something wet stain her hand as well as a slightly pleasant feeling when her hand brushed across her nipple. Pulling back her hand, she saw a thin, white liquid staining her hand.

So shocked as the young princess by the implications of this, it took her a second to realize the light in the warehouse was brighter than what her spell was providing, and lacked its golden hue. Spinning around, sword drawn, she saw the twin-headed stallion standing with smug smiles at the door, flanked by four more of the monster ponies.

“Well, well,” the clean-shaven head spoke up, his voice immediately worrying those mares on the walls still awake. “Looks like the new livestock was useful after all, brother.”

“Hm, it would appear so,” the one with the curly red moustache replied, the guards mirroring the mutant pony’s movements as they walked further in. “But I didn’t expect we’d get a visit from a princess. It’s been that long since one’s been seen, I thought they’d all gone extinct.”

“…What did you do to her?” Flurry asked in a low voice, pointing at the heavily panting Starlight as her grip on the sword tightened.

“Why, she merely volunteered to assist us with some work,” the moustache-less one responded. “She wasn’t willing to share any information, so we gave her a try out with our girls here.”

“Yes, she’s fit in quite well here,” the sibling head continued, “but since you disapprove, maybe we can come to a deal?”

“Why yes,” the left one spoke up again. “How’s this for a deal; in exchange for some information, and a little bit of workplace learning, we will return your friend to you. Sounds fair, doesn’t it?”

Flurry slowly turned to look back at her aunt, laying on her side as her eyes opened but remained unfocused, her nipples still leaking a thin trickle of dairy goodness. The sight sparked something within Flurry Heart; a fire that had never burned as brightly or as fierce as in that moment. As she turned to face the foes arrayed before her, they saw this fire in her eyes, and the twins took a step back.

Flurry Heart was furious, and her wordless answer came swiftly.

She shot forward on her wings, ducking down low to cut off the foot of one of the monsters at the ankle before standing and spinning on the spot to decapitate that same monster. Another lunged for her but she teleported out of the way, reappearing in the air to cleave the flying beasts in twain. She swooped down, spinning forward in a mid-air roll while simultaneously splitting another of the monster pony’s heads vertically before landing in-front of the panicked unicorns and bringing her blade to bare. Their heads hit the ground a second before their body did. 

The moment the mutant unicorn dropped dead, a loud animalistic cry of pain roared out in the night. Both within the warehouse and beyond, the sound pierced ears as Flurry looked up at the source. The monsters she had bypassed to slay their master were convulsing, their joints twisting in painful angles before they fell to the ground and, after a few more minutes of painful noise, lay still. As silence fell over the farm, Flurry turned and poked her head out the door. The ground was littered with the unmoving bodies of the rest of the monstrous horde, seemingly joining their masters in the afterlife. A weary sigh escaping her lips, Flurry walked back over to Starlight, who had seemingly regained some sense of awareness and tiredly looked up at her.

“F-Flurry?” She asked, looking around in confusion. “Wh-What happened?”

“It’s… it’s okay Starlight,” Flurry stuttered, dropping to her knees and bringing the altered unicorn into a tight hug. “You’re safe now… and… I’m sorry. I… I’m so sorry.” 

With this apology, Flurry’s dam of emotions burst. She cried into Starlight’s shoulder before her aunt wrapped her arms around the alicorn, stroking her mane and nuzzling her. Flurry was unsure of how long they sat there, but as this first day of her quest came to a close, two things were certain; she had vastly underestimated the cost this quest could incur, and she feared what could happen to her companions should she make another mistake.
> Chapter 4: Reunion
> --------------------------------------------------------------------------

“It’s okay Flurry.”

Despite the position they found themselves in, Starlight embracing her and stroking the back of Flurry’s lavender and blue mane, Flurry Heart couldn’t help but feel responsible for where they were right now.

“But it’s not!” She nearly shouted back, her voice control slipping as tears still rolled down her face. “I-It was my choice to split us up. I… I should’ve listened to you. I should’ve gotten here faster. I should’ve-”

“Flurry Heart!” Starlight’s shout was short but sharp, enough to silence the panicked rambling of he alicorn niece as she took her face in her hands and looked her in the eye. “This wasn’t your fault. You were just doing what you thought was best. With the beacon, I thought I’d be able to make the jump, but whatever this miasma is, it’s tougher than I thought. But none of what’s happened in here is your fault. Understand?”

“B-But…” Flurry whimpered, her eyes darting down to the massive mammaries hanging from Starlight’s chest, as well as the huge bosom of the mare behind her.

“It’s not your fault.” Starlight repeated, her tone soft but firm. “Besides, I managed to hold on despite everything they were doing to me because I knew you’d come to rescue me. Now, help me up, okay?” With a small sniffle and nod, Flurry took Starlight’s hand and helped her to her feet, though the elder unicorn stumbled a little due to her enlarged boobs, but managed to stabilize herself. “This is going to take some getting used to,” she muttered before looking back up at Flurry and then looking around. “Where’s Sweetie Belle?”

Flurry looked away for a moment before answering. “She’s still back at Carousel Boutique. She felt even worse than I do about leaving you behind, and given what’s happened today, I figured she’d be safe if she kept her head down and hid in the shop.”

Starlight took this all in and, with a tired sigh, nodded. “Alright. We’d best get back to her then, but first we get these mares to safety.” She waved her arm out referring to all the mares bound and still pumping their fluids. “I’ll start freeing them, you use a reformation gem on Apple Bloom.”

“Apple Bloom?” Flurry asked, her answer coming as Starlight nodded back at the yellow mare resting atop her mounds. “What about you though?” Flurry nodded to the unicorn’s own bust, the last remnants of milk still dangling from her nipples.

“She needs it more,” Starlight said as she slowly walked into the center of the warehouse, getting used to moving around with her huge assets. “I’ll manage for the time being. Besides, hearing we've freed one of her best friends will definitely help raise Sweetie Belle's spirits.”

With the glow from Starlight’s horn beginning to carefully remove the bindings and milking equipment that restrained the mares on the walls, Flurry turned to face the twin boulders of flesh behind her. Shaking her head free of the worries and guilt that was holding her down, as well as any potential sensations just staring at those mounds might incur, Flurry took flight and approached the pony they were attached to. Apple Bloom had ceased her moaning, lying limply atop her breasts as she took deep breaths through the ball gag. Flurry removed the gag and undie the ropes that bound her hands together. With a steadying breath, she pulled out the white oval gem and gently pressed it against her back.

The response was instantaneous. The gem emitted a bright light that gradually grew to encompass all of Apple Bloom’s form. As Flurry fluttered back and shielded her eyes, the form began retracting, slowly but surely. After a minute or two, the light faded and Flurry removed her arm to look upon the restored Apple Bloom. Only she hadn’t been restored. Not entirely at least. While her breathing steadied and her breasts did shrink, they had only reverted to the size of the other mares; resembling beanbags. Said breasts were also still dribbling cider, though the flow had slowed almost to the point of stopping. She looked incredulously at the reformation gem, only to watch it dull and turn to dust in her hands.

“S-Starlight?” Flurry called out worriedly. “The… the gem didn’t work. Her boobs are still huge.” Starlight came over as quickly as she could despite the bouncing of her enlarged bust. “I thought Uncle Sunburst said the gems would revert all the corruption.”

“We have to remember they’ve been trapped like this for nearly two decades,” Starlight said. “Perhaps the more powerful the corruption, the more gems we’ll need to repair the damage.” At this, Flurry reached into her satchel for another gem, but Starlight stopped her. “Don’t waste all of your gems at once. We’ll never know if we’ll need them later.”

“So, you’re saying we should leave her like this?”

“No. I’m saying that those brothers were the swindler type, which means I bet they’ve squirreled my staff and satchel somewhere safe on the farm. You go search for them. I’ll finish up in here.”

“What? No, I’m not leaving you alone again.”

“I’ll be fine, Flurry.” The young princess raised a skeptical eyebrow. “Honestly, I’m… well, not entirely better, but good enough to move around and help out. Trust me.”

Flurry spent a moment more before sighing in resignation. “Alright just…” she came in and gave her aunt a side-on hug, avoiding squishing into the large milkbags. “Just be careful, okay?”

Starlight chuckled. “I should be telling you that. Now go. I doubt what happened here will go unnoticed for long.”

With a nod, Flurry let her determination flood throughout the rest of her body as she quickly left the warehouse. She took to the skies, scanning the farm grounds littered with the dead monster servants of those brothers for any sign of Starlight’s equipment. Nothing stood out to her, so she swiftly swooped back down to enter the faded red farmhouse. Drawing her sword, she slowly walked in, the wooden floorboard creaking ever so slightly beneath her boots. As she looked left into the family room, however, the horror from earlier raised its ugly head once more.

The room was covered in large, clumping layers of a darkened fleshy substance. All around were large eggs, from the looks of them, as one had a motionless, miniature monster laying beside a broken one. Another of the fully grown monster ponies, this one with a red coat and muscular body beneath that mutated head, was fused by this substance to the wall. Sitting on its lap, desperately trying to get his limp dick hard again by grinding her pussy along its length, was a mare. She had a pink coat and a purple curly mane and tail, though her limbs were restrained by the dark matter that suffused the room. Her maroon eyes appeared frantic as she panted and cried in her exertion.

“Please, Big Mac, please!” She begged, tears staining her face as she finally stopped and leaned back against the unmoving stallion. “Please wake up. I… I need it. I need you. Please, fuck me. Please, I’m begging you. Fuck me! Breed me! Knock me up again! PLEASE!”

Flurry Heart couldn’t take much more of this. Fluttering over to the poor unicorn mare, she placed a hand on her cheek and cast a spell, helping her slip into slumber. Then she pulled her with a golden aura to try and get her out. Deliberately ignoring the semen and juices that escaped the mares’ pussy, Flurry pulled until she was certain where her limbs ended, then cut her free from the fleshy surface. Resting the pony on a couch that had somehow not been claimed, she then zipped through the rest of the house, finally finding both Starlight’s staff and satchel in an office on the second floor, which was noticeably free of whatever had fused that monster pony, that Big Mac, to the wall. Before she zipped back out, a document on the table caught her eye. As she came in for a closer look, she read through and discovered that the brothers were asking to provide their corrupted brand of beverages to an invasion horde, with their target being… the Crystal Empire. The discovery of this set her heart rate racing for a moment, but after applying her mother’s breathing technique, she raced back downstairs and reclaimed the mare in a golden light and levitated her over back to the warehouse.

Once back inside, she saw nearly all of the mares were freed from their places upon the walls, though they were still moaning softly as the various liquid bounties trickled from their swollen nipples. Back near the far side of the wall, she saw Starlight kneeling beside Apple Bloom. When they saw her enter with the slumbering unicorn, however, two pairs of eyes widened.

“Sugar Belle!” They both cried out as Starlight hurried over and cradled the pink mare before easing her down back by Apple Bloom’s bust.

“Sugar Belle?” Flurry asked, both concerned by their reaction but confused at the name. “Is she related to Sweetie Belle?”

“No,” Starlight clarified, not taking her eyes off of Sugar Belle as she checked all her vitals. “She used to live in the town I ran back before I met your aunt Twilight.”

“And she’s mah brother’s special somepony.” Apple Bloom added, in an accent Flurry had never heard before. The concern in her face soon morphed into emerging hope. “Did you find him too? He’s big and muscly, red coat, orange mane, half a green apple as a cutie mark?”

Flurry Heart felt guilt crash over her again as she looked away from those amber eyes. “I… I think I did. But… he…” Taking a deep breath, she forced herself to the declaration. “I think he was turned into a monster, and when those brothers died, it took all the monsters with them… I’m sorry, Apple Bloom.”

Apple Bloom’s face shifted for a few moments, never fixing on one emotion for more than a second, but finally settling on anguish. With this grim news, the tears flowed freely and she wailed as she wept for her lost brother. She tried wiping away the tears, but stopped when she felt two pairs of arms embrace her from both sides, opening her eyes and seeing both Flurry and Starlight hugging her, the youngest Apple hugged them back and let it all out. As she did so, a bright light shone beyond the barrier of her closed eyelids. This glow brought with it a sharpening of her senses, as well as a lifting of the weight in her chest. Not the emotional weight, as her tears were doing their best to shed that baggage now, though she imagined she’d be holding onto this for a long while yet. 

When she opened her eyes, her cries of loss and sorrow reduced to mere sobs and sniffles, she looked down and, for the first time in years, saw something other than the deep crease of her cleavage. Her folded legs felt weak as she knelt upon them, her hands slowly leaving the embrace of her saviors to rediscover her body. Her waist had always been wide, even before the overthrow of Equestria, but she also felt as if her thighs and buttocks had the slightest amount more fat upon them. Not enough to be obvious, but to her, it sure felt different. There was a small amount of extra fat upon her midriff as well, though again, it didn’t make her look any less attractive. The only real noticeable change was in her boobs. Despite the gem having made her mobile once more, they still sat upon her chest at what she could only guess was an F cup in size. What’s more, though she could still feel the cider within her breasts churning and producing itself behind those darkened teats, the production speed felt significantly less active than before.

Looking up, she saw a darkened oval gem turn to dust in Starlight’s hand, the unicorn smiling at her before carefully raising to her feet and offering a hand to the Apple. Apple Bloom took it, but upon her initial stumble Flurry was there to catch her and loop an arm over her shoulder. With the help of her saviors, Apple Bloom found herself standing on her own two feet for the first time in years. She wobbled a little after Flurry and Starlight loosened their grip, but recovered and rediscovered the simple joys of moving under her own power once more.

As the yellow earth pony gradually tried increasing the pace she could move, Flurry turned to the other mares still weighed down by their chests, then to the interior of her satchel, her face falling at the sight of only two reformation gems inside.

“We don’t have enough to heal them all,” she said to her aunt.

The unicorn’s smile faded as she looked back to the others, a deep breath preceding her focused expression returning. “I know. We’ll send them back to the Empire, hoping that exposure to the Crystal Heart and any additional gems Sunburst can spare will be enough to get them back on their feet. Besides, we need to get back to Sweetie Belle.”

“Wait, Sweetie Belle…? She… She’s here?” Apple Bloom asked as she approached, directing her gaze at Starlight as she walked over to the top-heavy mares and pulled the blue crystal from her satchel.

“She’s waiting for us back at Carousel Boutique,” Flurry answered. “She’s… well, it hasn’t been a smooth mission for her so far. Or for all of us, for that matter.”

“Once we’ve gotten all of you back to the Crystal Empire,” Starlight continued, “then we’ll head back for her. We need rest, but I’d rather we reunite with her first.” She then instructed the mares to be in physical contact with one another so they could all get teleported back. Those that had some semblance of both consciousness and their sanity complied, while those that weren’t were simply moved together.

“Ah’m comin’ with ya.” Flurry and Starlight turned back to see the determined look in those amber eyes.

“Apple Bloom,” Starlight began, but the apple wasn’t having any of it.

“No! Sweetie Belle’s one of mah best friends. If she’s in trouble or feeling down, then Ah’m gonna be there beside her. No Cutie Mark Crusader left behind!”

“Cutie mark… crusader?” Flurry tilted her head in confusion at the title, while Starlight sighed and turned to face the upstart mare.

“Apple Bloom, you’ve only just been rescued. You haven’t walked for nearly twenty years from what I can tell, and we’ll have to fight against these monsters. Flurry and I have a hard enough time defending ourselves. Trying to protect you on top of that is too much.”

“I can take care of mahself,” Apple Bloom retorted, stepping toe to toe with the unicorn, her irritation blinding her to the fact that the prominent busts of both ponies were now squished against one another as they faced each other down. “Ya don’t grow up with Applejack as a big sister without learnin’ to hold yer own in a scrap. And Ah’m not leavin’ ‘til Ah see Sweetie Belle an’ make sure she’s safe.”

The two continued their stare off until Starlight broke first with a frustrated sigh. “You’re just as stubborn as your sister. Alright, you can come with us, but only to see Sweetie Belle. Once we know she’s okay, you’re going back to the Empire, understood?”

“Really? Oh, thank you Starlight!” Apple Bloom cried out happily as she hugged the unicorn tightly, unintentionally pressing their breasts together tighter, only for both mares to wince and then back away from each other.

“What?” Flurry piped up, confusion the dominant expression on her features. “Starlight, are you sure about this?”

“Honestly, no.” Starlight shook her head as she returned to Sugar Belle’s side, pulling out her teleportation crystal again. “But there’s every chance that Apple Bloom would try sneaking back down here to meet up with us again. Now, please help me get these mares home. I can’t remember how many one crystal will take at a time.” She then looked back over her shoulder at Apple Bloom. “Apple Bloom, if you’re coming with us, you’ll need something to protect yourself with. You said you can hold your own in a fight, but I’d rather have you fighting with something other than your fists and feet.”

Apple Bloom gave a determined salute before searching the warehouse and the yard outside as quickly as her bust would allow. Meanwhile, Flurry and Starlight discovered the maximum number of ponies that could travel with the crystals at once was twelve. By the time the mares from the walls were safely teleported away, they’d already used three crystals, and spent a fourth on Sugar Belle by herself, leaving both mares with only one crystal each. They looked back from their completed rescue exodus to see Apple Bloom was ready and waiting; having pilfered a pair of denim overalls and a red flannel shirt, whose buttons strained to cover her shrunken chest pillows. In her hands was a simple work hammer, seemingly her choice for a weapon.

“Starlight,” Flurry spoke up, handing her aunt not only her staff and satchel, but also the note. “There’s another attack against the Empire planned. We only have a couple of days before they move out from Ponyville, though…”

“They might move up their timeline because of us,” Starlight finished, stuffing the note into her satchel before nodding to both of the younger mares. “That means we have even less time to waste. Let’s hurry back to Sweetie Belle.” The other two nodded and they set off; leaving the now lifeless farm behind them as they turned south once more, back towards Ponyville.

Hold tight, Sweetie Belle, Flurry thought, as if their companion could hear her thoughts. We’re on our way.



 

“Wake up, Sweetie Belle.”

Sweetie Belle stirred at the gentle voice, her consciousness gradually returning from slumber. But once her eyes adjusted to the flickering lights nearby, they shot open and ice filled her veins.

She was still in her sister’s bedroom, still upon her bed. But her position had changed, as she was now naked and on her knees on the covers, bent over as her hands were tied together with rope and hung up above her head. She tried to use her magic to free herself, but instead of freedom all she felt was a sharp, stabbing pain at the base of her horn. Looking around, she saw her equipment bundled up in the corner, and a few candles creating dancing shadows across the walls. What concerned her the most, however, was Duplicia.

There were five of her. They stood surrounding the bed, all of them baring a cruel smile as they looked down at her. The fifth Duplicia, standing directly ahead of the bound unicorn, had slight variations that weren’t there before. She stood slightly taller than the other duplicates, with swirling dark red markings emphasizing her feminine assets, as well as two small dark blue horns jutting out of her forehead. Sweetie went to ask what was happening, only to just now discover that she had a ball gag strapped into her mouth, reducing her worried questions to pitiful moans.

“Shh, there’s no need to fear,” this central Duplicia said softly, almost as if she was soothing a frightened child. “I told you I’d protect you while your friends are away, and that’s what I’ve done. Not a single monster has or will set foot inside this building…” She then crawled onto the bed and placed a hand gently upon Sweetie Belle’s face. “Because tonight, I’m taking care of you.” 

Sweetie tried pulling away, but stopped as she noticed the other four Duplicias make their way onto the bed as well. They slowly, sensually, made their way onto the bed and closed in. Once within reach, they started stroking and gently pampering the terrified unicorn; one took her lavender locks and played with it using their hands. Another two began gently dragging their open palms over her coat, caressing her sides and down her back. The fourth, more provocatively, began caressing her presented flanks. Sweetie Belle tried swatting at her with her tail, but the Duplicia then switched to playing with the strands of the tail while one of the others caressing her midsection moved down to continue feeling up her buttocks.

“I guess some explanations are in order,” the tattooed Duplicia, clearly the ringleader, said as she backed up and off the bed again, facing the hole in the roof as she looked off into the distance at something unseen. “It’s pretty obvious now, but I lied to you earlier. At least, it was a partial lie. I was a normal pony once, like you, but then I was caught and taken to Manehatten. There I was used like every other mare in this debauched kingdom, until I was handpicked by my new mistress. She plucked me from the horrors of the stocks, gave me new powers and prestige in exchange for my loyalty. At first, I wanted nothing to do with what she tasked me with, but over time I soon came to realize that there’s no point in resisting…” She came out of her reverie and smiled as she looked back at Sweetie Belle, her apparent clones still feeling up the bound unicorn. “Especially when it feels so good.”

The caressing began growing more intense now, drawing out pleasure-tinged moans alongside Sweetie Belle’s sounds of protest. The duplicate that was playing with her mane now went lower and began pulling and fiddling with one of Sweetie’s nipples. Another bent down and took the other nipple in her mouth; her hands massaging the breast to try and coax out the milk within. The two Duplicia clones by her flanks began groping her more directly; one of them was now stroking her exposed lower lips, while the other was sinking her fingers into her ass cheeks, rolling them around. Of all the stimulations, it was her ass that seemed to be affecting her the most. Sweetie Belle tried fighting against the sensations, but every time she felt she could resist, another wave of pleasure from one of the other three molesters would batter down her resolve.

“Eventually,” the lead Duplicia carried on, “my mistress trusted me with a very important task. I was to venture out into Equestria and locate select mares across the land to bring back to her. I have already delivered a few to her, as have other servants, but my mistress desired one pony above all others.

“She wanted you, Sweetie Belle.”

The molesting paused for a moment as the words sank in. This mistress wanted her? Why? It made no sense. She’d been safe with Button Mash in the Empire since Equestria’s fall. How could Duplicia’s mistress know about her?

“You’re probably wondering how she could possibly know about you,” Duplicia went on with a smug, almost as if she was predicting Sweetie Belle’s thoughts. “Well, it’s almost fitting I found you here in this old boutique… her old boutique.” 

Sweetie Belle’s eyes went as wide as saucers, her head beginning to minutely shake from side to side as the realization washed over her with an inescapable dread. Her state of shock shifted origins, however, when the Duplicia clone groping her ass began circling her pucker with a finger. The others took this as a sign to progress, as the fingers stroking her pussy suddenly dived in, rubbing her insides as they searched for the spot to deliver the most pleasure. The two on her breasts picked up the intensity as well; both taking Sweetie’s nipples within their mouths and sucking hard, pulling the mounds with such force they stretched. Something within Sweetie Belle clicked and the milk began flowing, rewarding their efforts with her creamy bounty.

The lead Duplicia smirked cruelly at the sight of it all, as well as the moans escaping Sweetie Belle’s blocked mouth. “You look so beautiful right now, darling. But I think you could be better, and it plays into your favorite kink.”

She nodded off to the side and, after another wince of pleasure, Sweetie followed her gaze to the bedroom door. There she saw two more Duplicias walk in, all smiles as they each brought in a heavy-looking bucket and a large needleless syringe. As they set the buckets down, Sweetie shook in fear, or perhaps excitement, it was growing harder to tell, as the buckets were filled nearly to the brim with semen. She looked back to see the prime Duplicia move onto and around her to one of her clones by her rear as all the others backed away. She caressed the clone’s cheek before her hand reached down and phased through the duplicates’ chest. She pulled out a glowing blue orb, the clone fading away after giving Sweetie Belle a sultry wink.

“Just something to make what comes next even better.” Duplicia answered the terrified question in Sweetie Belle’s gaze. 

She then crushed the orb in her hands, the glow surrounding them as she pulled them apart. With a sick grin, Duplicia then brought her hands down for a loud smack on Sweetie’s flank. The squeal of ecstasy was almost as loud as the echoing smack of hand on jiggling flesh. Another swat and another cry of pleasure as the spanking continued for a good minute. By the time Duplicia finally ceased the assault, the normally white backside was a sore red. Sweetie then moaned as Duplicia then grasped those crimson cheeks and began roughly massaging her ass. She sunk her fingers into the pliable flesh, and also reached down to her thighs to give them a good rub as well. All the while, the pleasure from this rough handiwork built higher and higher within Sweetie Belle. She felt every minute touch, every firm squeeze, and it made the haze of lust in her mind all the thicker. After some time of this, Duplicia delivered one final, almighty smack to those alabaster globes. 

This was all Sweetie needed to push her over the edge, her wail of orgasmic glee drowning out almost all other noise. Her breasts squirted out jets of milk while her pussy sprayed its femcum all over Rarity’s bed covers as wave after wave blanked her mind. For a few minutes, all she could hear was the sound of her own heavy breathing. Eventually, strength enough returned to open her eyes. To her dismay, she was still trapped within this erotic nightmare, with the prime Duplicia now kneeling on the bed before her, smiling sweetly as if she hadn’t smacked her silly just minutes ago.

“Still with us, Sweetie?” She asked in a sickeningly sweet voice, reaching up and removing the ball gag from the weary unicorn. Sweetie Belle, now able to take full breaths unobstructed, took her time before looking back at her tormentor.

“Y-You, hah, hah, I… won’t break.” She just barely stammered, trying her best to believe it herself. But that orgasm had been something else. Duplicia was right; Sweetie Belle’s backside was now turning her on more than conventional sex. That orgasm was more intense, more visceral than anything Button Mash had been able to give her. For a split second, Sweetie thought she saw annoyance flicker across the blue features before her, but perhaps it was a trick of her weary eyes as Duplicia chuckled.

“That’s good, because now we move on to the main course.”

Sweetie Belle felt something thin, hard and cold press against her asshole, immediately eliciting a pant of pleasure. Looking behind her, her eyes widened in renewed fear. The two clones with the buckets and syringes had now clambered onto the bed, one of them ready to pump the monster jizz up her ass. But it wasn’t what they were doing to her ass that scared her, it was her ass itself.

Her backside, still red and sore from Duplicia roughhousing it earlier, had grown. Her butt looked like somepony had inserted hoofballs into each cheek, her tri-colored shield cutie mark stretched out over this newly added mass. Despite the bad angle, she could also see her thighs had undergone the same additions of size and thickness.

“N-No, please. D-Don’t! Duplicia, please, stop this!”

Duplicia merely chuckled as the nozzle of the syringe finally poked into the interior of Sweetie’s anal passage. The intrusion immediately froze Sweetie, and though her rape on the train and subsequent birthing had made it easier for something going in, she still squeezed down on it hard. The pressure wasn’t enough to stop it however, and the sperm was pumped up her ass regardless. Looked back in front of her, Sweetie saw Duplicia digging her fingers into her own cooch, vigorously fingering herself until she stopped and spread her lips. Then, growing from out of her pussy, appeared a massive dark blue cock. It was easily eight inches long, and it throbbed as she moved forward, bringing the hard organ closer and closer towards her face.

“P-Please…” Sweetie begged; her voice heavy with arousal as another dose of sperm was forced up her ass. “D-Don’t do-argh-mmnf!”

Once more, Sweetie was denied mercy as, with her mouth forced open from another pump, Duplicia took the opening and pushed her cock into the unicorn’s gaping maw. It was so thick Sweetie feared it might dislocate her jaw, and she was forced only down to the medial ring before it started poking at the back of her throat. As Duplicia began humping her face at a steady pace, Sweetie looked around and saw the clones also fingering themselves to eventually grow their own cocks. They shuffled in as the pumping continued from both ends. By now, Sweetie’s belly had begun to balloon outwards. It wasn’t at the same size as just before her birthing session, but it would no doubt soon reach that milestone.

“Enjoying your bigger and better ass, darling?” Duplicia asked, mockingly using the term Sweetie’s sister used with most everypony. Sweetie Belle could only grunt and moan in response, though that earned a grin from her captor. “That lovely derriere of yours has another little surprise. You no doubt noticed how intense your orgasm was? Well, I added a little glyph to your flanks while you slept. In order to work around that pesky spell guarding your womb, I’ve heightened the sensations of cumming from your ass. Now it’ll feel better than normal sex, and you’ll be begging for this every day.”

Duplicia was right. As perverse as it was, every pump of seed felt like lightning was travelling upon every nerve from her ass out to the rest of her body. She couldn’t help but feel all that weight and mass she now carried back there, as the two clones pinched and massaged her flanks and thighs when it wasn’t their turn to insert the jizz. She could feel the insides of those pillowy thighs were slick with her nectar; proof of how this was affecting her. Combined with the thrusts into her mouth, it battered away at her exhausted mind. She barely noticed as the clones untied her hands and brought them down around a stiff cock each. Her body running on autopilot, her hands began jerking them off, tears running down her cheeks as she couldn’t stop herself.

It could’ve been five minutes or five hours, but finally the mares at her rear stopped taking turns pumping her ass full of semen, the buckets casually tossed off the bed and landing with a clatter. Duplicia paused and pulled herself out, lightly slapping Sweetie Belle in the face with her flared head and smearing her with precum. Duplicia looked to her side and nodded before reaching down and wrapping her arms around Sweetie Belle just below her milky breasts, lifting her upside down. Sweetie tried to reach up and stop her, only for the clones to grab her wrists and place her hands back firmly around their shafts. Looking over, she saw one of the clones clamber onto the bed with something in hand. It looked to be a pair of bland, black latex panties with a thin tube on the outside connecting the asshole to the crotch, but when she took a closer look, the insides increased the fear in her weary mind. On the front inside of the garment was a long, green dildo, and on the back part was a small metal nozzle, shaped just like the syringes just used to fill her up.

Sweetie Belle was about to protest more, when one of the clones zoomed in and buried her face in one of her alabaster tits, quickly finding the nipple and proceeding to suck out as much milk as she could. Another muffled her moans by taking her head and aligning it so the prime Duplicia could once again fuck her mouth. The last clone took her legs and then slipped the panties on, sliding up smoothly until finding some difficulty with her enlarged thighs. Eventually, she got them close and aligned the dildo with Sweetie’s passage, the unicorn’s moaning rising a few octaves as both the dildo and the nozzle entered her lower holes with the panties now fully put on.

“And now the finish,” Duplicia grunted, easing Sweetie Belle back onto her knees before gripping her curling mane and fucking her with a pace that boarded on frenetic. She was hilting herself in the poor mare, that blue cock sliding in and out of Sweetie’s throat making it difficult to breathe. The clones joined in on the rapid race to the finish; the two getting handjobs thrusting their hips to help pleasure themselves, one crawled underneath and began fucking her D-cup milkbags, the fourth clone hopped onto her back and giving herself a hairjob with Sweetie’s lavender curls, while the last one was back to groping and licking every inch of her ass that wasn’t covered by the panties.

Sweetie Belle cold feel her consciousness being overwhelmed by the building wave of pleasure. Her body was beyond her control as what little air she could inhale was filled with Duplicia’s musk. Every inch, every sexual organ was being utilized. The dildo that rested firmly against her cervix and the nozzle plugging up her down below were clenched tightly by both holes as the semen in her stomach could be heard sloshing around. As the last shreds of conscious thought were submerged into darkness, she came.

Her moan was stifled as Duplicia and her clones joined her in her loud orgasm. Her mane, breasts and hands were coated with spurt after spurt of cum, while the original flooded her throat with monster mare spunk. It joined the volume of seed already in her stomach and expanded it more and more with each rope shot, until it looked like she had swallowed a beach ball. The one by her ass had ended the session by biting one cheek and firmly smacking the other. This triggered another orgasm within the unicorn even though her first hadn’t died down, her green eyes rolling into her head as she was brought back to consciousness from the shock, only to then fall back under from the pleasure.

Pink symbols began glowing upon Sweetie Belle’s ass cheeks; looking like a heart that stretched across both mounds of butt flesh. Within her, the semen was drawn further down her digestive tract, slightly deflating her belly until it was sucked into the nozzle, through the tube on the outside and back up the dildo straight into her womb. The contraception glyph lit up, trying to expel the intruding seed, but more and more kept coming, and the thickness of the dildo combined with the vice-like squeezing of Sweetie’s passage left no room for it to be shot out. The spell glyph glowed brighter and brighter, its color quickly shifting from blue to red before it finally shattered and all the semen flooded into Sweetie Belle’s womb; re-inflating her belly once more. Duplicia finally pulled out of the pony’s mouth, sighing contently as she cleaned her dick with Sweetie’s fringe.

“Ah, that was delightful,” she stated dreamily as the clones began walking towards her. They then walked into her, as if she were the surface of a lake, she rippled as they disappeared within her. With each clone that returned to the original, she grew an inch in height and the red tattoos glowed that little bit more vibrantly. She traced one finger from the head of her cock down to the base before it began retracting, disappearing like her clones back into her pussy until there was no trace it was ever there. “Now, to deliver you to my mistress.”

Before she could even reach down to the unconscious mare, however, another clone rushed into view at the bedroom doorway. “Ma’am!” She reported with alarm. “Sweetie Belle’s friends are returning, three of them! They’ll be here within minutes!”

“Three?” Duplicia repeated, looking down at her slumbering prize as she considered her options. “They must’ve made a friend on their way back. But it makes no difference. They’ll join Sweetie on her way to Manehatten.

“Now,” she said, her predatory grin returning as she lifted up Sweetie Belle by the hair. “Let’s prepare a proper welcome.”





Flurry Heart was tired, but also thankful as she Starlight Glimmer and Apple Bloom approached Carousel Boutique.

She was grateful that they had finally made it back. Their progress through the town had been far slower than she had desired, given there was a large group of monsters travelling north to investigate the death screams of the monsters at the farm. They also needed to be cautious when travelling through Ponyville of any remaining monsters, with the alicorn checking the building interiors as they passed and noting the ones that were empty for future reference. The monsters weren’t the only source of delay, as both Starlight and Apple Bloom were having to deal with the issues their corrupted bodies created. Starlight was still getting used to her new center of gravity, while Apple Bloom was having balance and coordination issues given this was the first time she’d walked in years. All of this, as well as a wave of exhaustion threatening to knock Flurry off her feet, was enough to generate a large surge of relief that she might soon rest.

But that relief soon evaporated, as she noticed the front door was wide open. Though there were no monsters in sight around the boutique, the fact that the door wasn’t open shot enough ice into her veins to wake her up. Looking over, she saw both Starlight and Apple Bloom ready their weapons and match her pace as they rushed in. The shop floor of the boutique was dimmed, most of the light coming from what little there was from outside. Before Flurry could cast a light spell, a voice called out from above.

“Well, hello darlings.”

The bottom of the stairs lit up in a halo of pink-tinted light, illuminating the earth pony mare waiting for her. She stood at least a foot taller than the other three before her, with softly glowing red markings all over her hourglass-shaped blue body. As she grinned confidently at her new guests, Flurry looked down and gasped. Kneeling at this tall mare’s feet was an unconscious Sweetie Belle, all thoughts she was okay thrown out the window. Her hands were bound behind her back, and an anti-magic ring was nestled snugly at the base of her horn. She wore black latex panties, but what concerned Flurry most was hey belly. Sweetie looked on the verge of giving birth she was so swollen. Twin thin streams of milk dribbled from her nipples and down onto the beachball of a stomach below them, mixing together with the semen staining her chest, as well as the jizz that coated the rest of her upper body.

“SWEETIE BELLE!” Apple Bloom roared as she raced forward, Flurry and Starlight joining her. But they got no further than a few steps before all three mares were tackled to the ground. Starlight’s voice rang out with a sensual moan as her breasts, cushioning her fall slightly, released their milky bounty upon landing. Apple Bloom managed to resist squirting out her cider, but couldn’t suppress the moan as she hit the floor as well. Flurry struggled against those holding them down, discovering they were slightly smaller duplicates of the mare standing over Sweetie Belle.

“I’d surrender if I were you.” Flurry was about to throw these two off with her magic, but the suggestion made her pause. She looked up and saw the mare now taking a knee beside Sweetie Belle, a blue hand now firmly wrapped around the unicorn’s neck. “Unless, that is, you don’t care about dear Sweetie Belle here.”

“Leave her alone!” Flurry Heart called out, her companions’ safety surpassing her own in that moment.

Her grin grew from merely confident to smug as moans filled the air. “Oh, I will. But only if you be good little bitches and stop resisting the pleasure we’re offering. That one seems to have the right idea.”

As the two clones started stripping her of her armor and clothing, Flurry looked over to see four of these identical mares descending like lewd carrion bones on the body of her aunt. Starlight moaned beyond control as they pulled her back into a sitting position. One of them soon muffled those moans by invading Starlight’s mouth with her tongue. Two more took a nipple in each mouth and began suckling like their lives depended on it, while the fourth went lower and began tracing the unicorn’s pussy lips with her tongue, Starlight’s hips bucking instinctually in response.

“Starligh-mmnf!” Flurry’s cries were cut off as one of the two mares disrobing her had somehow grown a cock out of her vagina and was now exploring the princess’ mouth with it. For the second time today, her face was getting fucked, and the task of trying to resist was made that much harder by the second mare finished stripping her down to just her light blue panties and fondling her breasts.

Apple Bloom struggled, but years spent as the Flim Flam Bros. personal cider tank had dulled her resistance somewhat. The three mares upon her had already freed her of her recently acquired clothing and were fondling her breasts and behind with glee. One of them gave an ecstatic giggle when that precious amber liquid finally began flowing from her nipples, and one suckle was enough to make the poor earth pony howl with pleasure. As a second of the clone ponies came round to partake the other nipple, Apple Bloom looked over to see Sweetie Belle stirring. After a moment, the eyes of the two crusaders met, and the ivory one’s eyes tearing up at the sight.

“A-Apple Bloom...?” Sweetie Belle squeaked, seeing her long-lost friend for the first time in years. Something changed within Apple Bloom. Something snapped. The pleasure flooding her body now found itself competing for dominance as another sensation swept through the youngest Apple. Apple Bloom looked at the two clones before her, felt the hands of the third on her breasts as she licked her neck from behind, then the dominant one lording it over her friend. Something she hadn’t felt in a long time finally erupted to the surface; rage.

“How dare yooUUUUUU!” Apple Bloom’s limbs, fueled by a force akin to the most savage wildfires, moved like she was a mare possessed. She flung her head back, ignoring the pain as her head collided with the one behind her, before bringing a hand to each head latched onto her teats and slamming them together, breaking their hold in a painful scream. Seizing the initiative, Apple Bloom reached down and plucked her hammer from where it had fallen earlier and charged towards the monster holding her friend.

“Hey, stop! I’ll kill her!” The lead pony yelled, but Apple Bloom charged nonetheless. She swung her hammer, almost losing her balance due to her milkers, but it separated her target from Sweetie. The clones she escaped came at her again, but two received hammer blows to the face before the third fell to the floor following a stiff right hand.

“If you wanted her gone, you’d have done it by now, ya no good creep!” Apple Bloom roared, charging towards the tall ringleader of this lewd circus. But this time the mare spawned more clones, three of them running straight out of her and tackling Apple Bloom to the ground. She was about to bring her hammer down upon them, only for pleasure to break the focus her rage granted her as two immediately began suckling her cider tanks. The third threw away the dangerous hammer before pulling apart her legs and quickly assaulting the farm pony’s pussy, three fingers jamming away knuckle deep inside her.

“Well,” the leader sighed, wiping her brow, “That was close.” Regaining some composure, the tall mare looked back over the other two. Starlight was completely trapped within her grasp. The busty unicorn was now being fucked by the four mares assigned to her; one in her mouth, two in her pussy and the fourth was fucking her tits, squeezing as much milk out of them as she could while Starlight struggled to stay conscious.

Flurry Heart, on the other hand, was a problem. Her two clones had her pinned down, one having grown a cock and was now spreading her legs while the other groped the alicorn’s leaking boobs from behind. But Flurry was staring intensely at Apple Bloom, then to the leader. A second later, she disappeared in a flash of golden light.

“Wh-What? Where’d she-AAAAAAAAARGH!” Pain erupted from within the mare, spreading like a stinging inferno along every nerve, every muscle. All of her clones, both those partaking in this orgy, and the ones standing guard outside, screamed in their shared agony, dropping to their knees and clutching at their stomachs. Looking down, she saw the tips of a crystal sword poking through her chest, drenched in purple blood that was rapidly sizzling off of the blade. Struggling to move despite the pain, she looked behind her to see Flurry Heart holding the sword, panting as she stared daggers as sharp as the sword currently running through her.

“Nopony hurts my friends.” With that menacing statement, Flurry twisted the sword and swung it out, cutting through the side of the mare and staining the floor with her unnatural blood. The mare screamed in pain and agony as she fell down and writhed along with her duplicates. The clones, one by one, began melting into a clear liquid before rapidly evaporating. This carried on for a few minutes before only the original was left, reaching up into the air for something unseen as she clutched her stomach and side before falling limp into death’s embrace.

Panting, Flurry fell to her knees, nearly passing out right then and there. She’d been awake for far too long, her body running on fumes since leaving the farm. A quick glance revealed her companions weren’t faring much better. Starlight was laying still, recovering from the molestation just moments before, while Apple Bloom was doing her best to crawl over to where Sweetie Belle sat exhaustedly, tears streaming down her face as she looked back. With all they had endured today, and in Apple Bloom’s case for the last couple of decades, she knew they needed to rest, and fast. But with a death scream that loud, there was no way it would go unheard, and she imagined they’d only have maybe five minutes tops before they were set upon once more.
> Chapter 5: Nightmares
> --------------------------------------------------------------------------

“We, huff, we need to move.” Flurry stated wearily, encompassing the other three mares along with their weapons and satchels in her golden magic and moving as quickly up the stairs as her legs could carry her. With nothing but adrenaline holding back her all-encompassing fatigue, the princess brought them into Rarity’s old room, shutting the door and barricading it with Rarity’s old bed. She turned back to the other three tired mares and shook them to keep them awake.

“C-Come on,” she pleaded. “We can’t stay here. We need somewhere to hide.”

“M-Maybe…” Apple Bloom stuttered, holding Sweetie Belle close with an arm around her shoulder. “Maybe, we could try the Everfree Forest? It might be easier to hide in than another house.” A crash from below made the four jump, the growl following it injecting the icy feeling of fear through their veins.

“Everfree it is then,” Flurry quickly concluded. “Which way is it?”

“S-South east,” Starlight struggled to say, pulling herself to her feet. “I’ll, I’ll help you.” She lit her horn and a teal aura tried to engulf herself and Sweetie Belle, but it couldn’t surround them and she fell against the bed.

“No, you rest.” Flurry told her, her golden magic taking hold of all three mares. “I’ve got this.” Not allowing her aunt an opportunity to protest further, Flurry strengthened her telekinetic hold on the other three mares and shot out of the hole in Carousel Boutiques’ roof. 

Once out, she saw a small crowd of monsters surrounding the building, looking up and pointing at them with roars of dominance and lustful excitement. She flew as high as she dared before heading south as fast as she could, her eyes scanning the landscape until they locked onto the distant forest. Her target set, she poured on as much speed as she could into her large wings, their powerful flaps helping them accelerate as Starlight, Sweetie Belle and Apple Bloom kept pace beside her. Looking back quickly, she made the discovery that flying monsters, including a few like those spherical tentacle ones encountered at the farm, were in hot pursuit, slowly gaining on them. She looked forward and swerved herself and companions as another beast flung itself at them. She teleported them twenty feet further ahead then flew as hard as she could, repeating the process once or twice when necessary.

The pack of monsters chasing them thinned as they finally passed the edges of Ponyville, and the last stragglers turned back once they zoomed above the leafy canopy of the Everfree Forest. Sigh in relief, Flurry quickly managed to find a gap in the foliage and land the others in a tiny clearing surrounded by three large trees. Upon landing and releasing her magic, the alicorn slumped against the trunk of one tree, merely taking in deep breaths.

“Flurry, are you alright?” Starlight asked, carefully kneeling next to the young princess. Barely awake, she saw the concern in her aunt’s eyes and merely nodded, bringing a smile to the unicorn’s face. “I should be telling you to not push yourself too hard, but you did an amazing job getting us out of there. I’m proud of you.”

As the two shared this moment, Apple Bloom and Sweetie Belle gingerly embraced. The hug brought both bellies and breasts squishing together, but the two friends didn’t care. They were tired and still coming down from the effects of the days’ events, but they didn’t care. For the first time in many years, they were together again.

“I… I thought I’d never see you again,” Sweetie Belle murmured tearfully as she thanked Celestia for this reunion, nuzzling into the side of Apple Bloom’s neck.

Apple Bloom gave one short, tired laugh as she pulled back to look her fellow crusader in the eye. “Same here, Sweetie Belle. Same here.” 

They separated from each other, looking down to the corruptions plaguing both of them. Half of Apple Bloom’s view was barred by the top of her breasts, while Sweetie Belle’s bloated stomach was impossible to ignore, as was the feeling of the dildo in her snatch and the nozzle in her ass. Taking a shuddering breath, she looked back up to her foal-hood friend.

“A-Apple Bloom?” The earth pony met her gaze, though the unicorn couldn’t hold it as a blush blossomed across her face. “I… C-Can you… I, I need to… take this off. “She gestured to the panties sitting snugly beneath her belly. “Could, could you please help me?”

Apple Bloom paused for only a second, but then nodded. She backed up, allowing Sweetie to turn herself around and present her now wider backside to her friend. Her bluish intensified but she knew this needed to happen. Otherwise, she would just keep being a liability to the mission, and she felt she’d been more than enough of one already. Both ponies took a breath before Apple Bloom gently brought her hands up to Sweetie’s flanks. She flinched on initial contact. The earth pony pulled back, almost as if she was afraid her friend would break at the slightest touch. But a nod from the unicorn soothed her concerns slightly and she began again. Curling her fingers around the latex sex ware, she slowly started pulling them back. A moan from Sweetie made her pause again, stopping as the unicorn regained her composure enough to speak.

“Apple Bloom, just…” she panted. “Just get them off me, please.” 

The note of desperation didn’t escape Apple Bloom’s notice, but she was going to help her friend. She looped her fingers around the edges of the panties and pulled them down. The sudden movement stimulated the unicorn; the dildo suddenly scraping against her passage as it pulled out. A louder moan escaped her throat before the nozzle exited her back door entirely. The plug removed, the leftover semen still trapped within her stomach spurted out, leaking out onto the insides of the panties and across her large ass cheeks. Some even splattered onto Apple Bloom’s fingers, the resulting surprise causing the farm pony to remove them and try shaking the cum off instinctually.

The result was the panties slapping right back into the cushion-like backside of the alabaster unicorn. The loud smack of latex on flesh was almost immediately drowned out by the erotic wail Sweetie Belle emitted. The nozzle had forcefully re-entered her asshole and, coupled with the smack to her now highly sensitive flanks, brought her back and over the peaks of orgasm. What sperm was still escaping her pucker now siphoned itself through the panties and into her already full womb as the pleasure wiped her mind. Weakened by all she had experienced that day, Sweetie Belle’s sanity finally caved and it and her sense of reason began fading away.

“What’s happening?” Starlight asked, standing up and sparing the crusaders a glance before scanning the surrounding area in case someone or something heard that.

“Oh, horse apples!” Apple Bloom exclaimed, grabbing the panties and pulling them completely off of her still twitching friend, globs of semen now gushing out of her vacated pussy. “Sweetie Belle, I’m so sorry!” She threw the accursed garment aside and gently turned her friend around, but was horrified at the sight.

Sweetie Belle’s face was one of unquestionable lust. Her mouth hung agape and her green eyes rolled upwards, though Apple Bloom saw a disturbing pink heart symbol flash in her pupils before vanishing. As her panting slowed slightly, her gaze lowered to meet the farm ponies’, and an unsettling smile stretched across Sweetie Belle’s face.

“Ah, Apple Bloom,” Sweetie slurred, trying to move forward but stumbling. Apple Bloom readied to catch her, but the unicorn landed head first into yellow cleavage and nuzzled herself in there. “I feel… so empty. I need, need to be full. Please, fill me up.”

“S-Sweetie Belle?” The earth pony muttered in disbelief. “W-What are ya talkin’ ‘bou-UNGH!” 

Apple Bloom moaned as her fellow crusader had just found one of the farm ponies’ nipples and began suckling at the amber reward behind them. Her other breast was soon being kneaded like dough with one hand, while its twin went further south and stroked the flower petals between those large yellow thighs. Over a decade of being the Flim Flam Bros. personal cider tank reared its head as Apple Bloom’s went blank. Instinctively, one of her hands went to the back of Sweetie Belle’s head and pressed it closer against her bosom, while the other went about milking the boob currently being drained, filling the unicorn’s mouth faster with that delectable cider.

“That’s enough!” Starlight yelled, her shock at the situation overruling her environmental awareness for the time being. With her magic she separated the two, both mares panting as they fell on their backs. Sweetie Belle was the first to awkwardly clamber back to her hands and knees, though Starlight saw to her immediately; casting a sleep spell on the fallen mare. With the lustful crusader dealt with, she turned her attention to the panting Apple Bloom; merely laying there as the rush of what happened faded. “Apple Bloom, are you alright?”

The mare in question merely stared upwards for a time, gazing at something unseen until she finally managed to come to her senses. “W-Wha… What happened?”

“Sweetie Belle, she…” Starlight paused for a moment, then sighed. “She’s fallen, Apple Bloom. She lost to the lust just now. I need to know right now if you’re still you in there. Are you okay?”

Apple Bloom took a few more deep breaths before pushing herself up to a sitting position; a feat that little more difficult due to the added weight on her chest. “Ah… Ah’m okay. Ah just… Ma mind went fuzzy a bit there.”

Starlight sighed in relief. “Thank Celestia. Apple Bloom, I need you to listen to me. I’m sending the two of you back to the Crystal Empire. You’ll both be safe there, and they’ll be able to reverse the corruptions you’ve suffered.”

“What?” Apple Bloom protested weakly. “But… But Ah can still help. You promised Ah could help.”

“I promised you could tag along until we made sure Sweetie Belle is okay. We saved her, but she’s in no condition to continue, and you’re not doing much better.” The earth pony pouted as she looked away, but turned back upon feeling a hand on her shoulder. She saw the look in Starlight’s eyes had softened, becoming more sympathetic than confrontational.

“She’ll need you once she recovers. You have no idea how much she’s missed you and Scootaloo. Plus, you can still help us.”

“Ah can?” Apple Bloom asked, hope flickering back to life in her voice.

Starlight nodded. “You can warn the Empire that an attack is on its way from Ponyville. You can also advise them that we need somepony who’s an expert in stealth to help us from this point on in the mission. We’ve tried the brute force approach with minimal success, and our stealth skills are currently fifty/fifty at best. Tell Sunburst and Trixie that we need a stealth expert, as well as new supplies and clothes. Can I count on you to do that, Apple Bloom?” The farm mare took it all in, gazing down at her bloated breasts, then over to her unconscious friend, then back to Starlight’s reassuring smile. After a moment of internal debate, she sighed.

“Alright, alright. We’ll go back.” 

Starlight helped the earth pony to her feet before giving her a quick hug. “I know it feels like you’ve failed, but remember that you helped save Sweetie Belle. Besides, I think Sugar Belle will need somepony to be there for her too.”

Apple Bloom nodded as the two moved over to the slumbering Sweetie Belle. They removed her shield and satchel, then Apple Bloom stayed close to her as Starlight pulled out a teleportation crystal. With the two crusaders in contact, she handed the earth pony the crystal and channeled her magic into it. The crystal began glowing a soft blue hue as the light grew to encompass the two mares.

“Oh, Starlight?” Apple Bloom asked before the light grew too bright. “Please, save Scootaloo too.”

Starlight smiled softly and nodded. “I promise.”

With that, the spell went off and the two crusaders disappeared from sight, leaving the small clearing quiet again. The silence felt odd, and years of being a parent told her she needed to check back in on Flurry Heart and quickly. She looked over to the tree and she was still there, now sound asleep.

“Well, it has been a long day,” Starlight muttered softly to herself as she walked over. Before settling down, she looked around them once more. She wasn’t sure how long the incident with Sweetie Belle had carried on but, given how bad things had been in Ponyville upon their discovery, she didn’t want to risk it here in the Everfree. Summoning her magic once more, she crafted a perception bubble around them; blocking them from sight and sound. Once the spell was secured, she finally allowed herself to sit down beside her sleeping niece. Starlight brought an arm over Flurry’s shoulder, the slumbering alicorn instinctually rolling to hug her aunt side on and nuzzle into the unicorn’s collar. Starlight softly chuckled and rested her head within Flurry’s mane, allowing her eyes to close to join her in the realm of dreams.





Flurry Heart was alone.
 
Starlight Glimmer was nowhere to be seen. She couldn’t see Apple Bloom and Sweetie Belle either. She couldn’t even take comfort that they couldn’t have gone far given her surroundings had changed as well. Instead of the overgrown greenery of the Everfree Forest, she was surrounded by a near-endless swamp of navy-blue slime. A chilling wind passed over her completely naked form, and the sky above her was pitch black; the only light in the starless, cloudless sky was a distant, glimmering pink light.
 
“Starlight?” Flurry called out as she slogged through the shin-deep sludge. “Starlight?! Apple Bloom?! Sweetie Belle?! Can anypony hear me?!” No answer came save another gust of wind. Shivering, she went to wrap herself in her wings, only to discover her large, feathery limbs had vanished.
 
“Wh-WHAT?!” A panicked yell escaped Flurry’s mouth, echoing out in this slimy expanse.
 
A low, gurgling sound started growing, sounding like it was coming from all around her. She tried to move away from where she stood, but her feet were stuck in the sludge. Flurry went to summon a shield, but nothing came, and reaching up her horror grew as her horn had also disappeared. She was nothing but an earth pony. The gurgling reached a crescendo as a gaping hole opened up in the ground beneath her. Without her magic or wings, Flurry was helpless as she tumbled down the hole. After falling for a bit, the hole above her closed and the tunnel contracted. The slime washed over Flurry like a wave, tossing her hither and yaw. The alicorn couldn’t breathe, couldn’t focus on anything as she was jumbled around in the slime.
 
Eventually, she could breathe again, and coughed up a bit of the viscous liquid and shook any that remained on her face off to survey her surroundings. She was within a slimy cave, though it seemed odd in its construction as there were large bubbles of slime all around. She tried to move but found herself immobile, as her arms and legs were held straight in an X. Her wrists and ankles were restrained by tendrils of the stuff and, in a panic, began pulling her arms and legs in a vain attempt to free herself.
 
Three of the bubbles popped, spilling out more slime before they shifted, rose up and began taking form. Taking familiar forms. Within moments, the three tendrils had turned into three mares. Specifically, Apple Bloom, Sweetie Belle and, curiously, Garnet Gauntlet; the soldier from the train. That was where the similarities ended, as all three were colored the same navy-blue hue of the slimy cavern around them. Their bodies were also different; Apple Bloom’s bust had once more grown to resemble beach balls, Sweetie Belle’s stomach had bloated back up again, as well as her hips and flanks having expanded greatly as well. As for Garnet Gauntlet, not only were her breasts now big enough to rival Starlight’s current corruptions, but she was also sporting a massive cock standing erect and proud for all to see.
 
“A-Apple Bloom? Sweetie Belle? G-Garnet? W-What’s going on? Where’s Starlight?” Flurry asked, though the cruel looks on the three faces as they slowly approached her only heightened her fears.
 
“Ya hear that, girls?” Apple Bloom sneered, walking behind the trapped princess. “The moment we’re outta sight, the only important pony is Starlight Glimmer. She doesn’t care ‘bout us at all.”

“Like we were nothing but dead weight,” Sweetie Belle chimed in, massaging her belly as she knelt down to bring herself eye-level with Flurry’s snatch. “I bet she thinks we’re worthless, even though she hasn’t done much better.”

“No, you’re not worthless!” Flurry protested, but she was silenced by Garnet’s long, think cock slapping her across the face.
 
“If that’s true then tell me this, Princess,” the military mare asked; her tone harsh and uncaring. “Have you thought of those soldiers like myself that disappeared since the train was attacked?” Flurry went to respond, but her argument died in her mouth. As she looked away in shame, the guardspony smirked. “That’s what I thought. Such mindlessness should be punished, wouldn’t you agree?”

Sweetie Belle answered this by closing in and planting her lips upon one of Flurry Heart’s nipples, her tongue dancing over the areola and soon drawing forth the milk from within. As the alicorn stifled a moan, the unicorn kept up the assault with one hand moving to knead the other breast while the other began stroking the princess’ lower lips. As Garnet drew closer, Apple Bloom slowly dragged her mountainous mounds up Flurry’s back, leaving twin trails of cider upon the bound ponies’ coat before sandwiching her head between them. This left Flurry facing forwards, where Garnet now stood seemingly on longer legs as a cock at least a foot long grew from her body.
 
“G-Garnet… Please, don-AGH-MMNF!”

Flurry’s pleas fell on deaf slimy ears. A strong tug from Sweetie Belle suckling from her bountiful teat was enough to force a moan out of her lips. With her mouth open, Garnet wasted no time in burying her dick as far down Flurry’s throat she could manage. Her vision dominated by Garnet’s crotch and Apple Bloom’s boobs, she could only feel what Sweetie Belle was doing, as the unicorn used both hands upon the royal breasts while her tongue traced a trail down her midriff towards her pussy. Apple Bloom grabbed a handful of Flurry’s tail and stretched it across her pussy, using it like a piece of floss between her legs while she hooked said legs beneath Flurry’s and stretched them further open, allowing Sweetie Belle a better opening to lap at the juices that were escaping those virgin lips.
 
As her eyes began rolling up, Flurry saw it again; the same pink star she’d been chasing after. She thought the pleasure was making her lose her mind when a voice mentally called out to her. A voice she recognized.
 
“Flurry Heart!”

Flurry’s eyes snapped open. Though distant and faded, there was no mistaking the voices’ owner. Her mother. As she focused on the star, she felt both strength return to her limbs, and the molesting of her body slow. A power built up within her core, a very familiar power; her magic. At once she could feel her wings and horn return and, leveling her gaze at the now apprehensive Garnet Gauntlet, flared her horn.
 
“You’re not real,” she stated with growing fury as the three slimy simulacrums backed away from her, the golden flares of alicorn magic withering away any slime that bound her. “Apple Bloom and Sweetie Belle are safe, and I will save Garnet Gauntlet. I will save Equestria, and I WILL save my mother!”

With that, Flurry unleashed her magic in one blinding burst, the screams of the slimy copies of her companions fading to white along with everything else.





Flurry Heart woke with a start, shooting up to a sitting position. A quick glance of her body revealed that, aside from her inner thighs slightly stained from her leaking pussy, her body remained the way it was when she fell asleep. A look through the spell Starlight had no doubt cast and the small holes in the canopy revealed the light was beginning to filter through the clouds high above. She figured she got at least five- or six-hours sleep. Not exactly ideal, but given what the previous day had thrown at her, she would gladly take the rest. She also felt the buckler shield now strapped to her arm. Sweetie Belle’s shield. With neither her nor Apple Bloom in sight, Flurry assumed that they’d returned to the safety of the Crystal Empire.

A moan beside her drew her attention, and she turned to see the still slumbering form of her aunt Starlight Glimmer. With a return to the waking world also meant a return to the lustful reality that now plagued Equestria, and Flurry was reminded of this as she witnessed Starlight pleasuring herself in her sleep. One hand was buried three digits deep in her folds while the other was squeezing milk out of one of her ballooned breasts. Her soft moans wouldn’t escape the spell she must’ve cast, but Flurry noticed with alarm that the spell’s integrity was weakening as Starlight carried on. With a flicker of an insect launching off a nearby bush catching her eye, and the distant sounds of something moving through the forest her ear, Flurry knew she needed her aunt to wake up. Right now.

“Starlight? Wake up. We need to move.” 

Despite her pleas and light shaking of her shoulder, Starlight made no signs she was waking up. If anything, her movements began picking up pace and her moaning growing louder, the milk sprayed from her boobs splattering all over the place. A quick glance showed the spell wouldn’t last much longer, so Flurry stood up and quickly recast the spell. She kept the radius of her bubble smaller than Starlight had to ensure the light from her spell wouldn’t be seen when Starlight’s failed. She copied it as best she could, the casting completed just as the spell failed. Off in the distance, Flurry saw shapes walking towards them. Rather than sit back down, she drew her sword and raised one hand to better help her concentrate on the spell.

“Starlight? Starlight Glimmer, wake up!” She shouted hoping her voice would be enough to break through. “Starlight Glimmer!”





Starlight Glimmer sat contently within the lounge of the Crystal Empires’ palace. The cozy room contained an unlit fireplace, large bookshelves crammed full of books and scrolls, and a table and chairs off by the open double doors to the balcony, upon which Sunburst sat quietly reading a message. Smiling at her long-time friend-turned-husband, her attention drifted down to her modest chest, where her beloved foal Luster Dawn was feeding. Her heart filled with nothing but love and adoration for this blonde-maned baby unicorn, knowing that she would no doubt surpass her and Sunburst in magical knowledge one day.
 
“Ah, so here’s where you two have been hiding.” Looking back up and over her shoulder, she saw her other partner Trixie entering the room, her magicians’ leotard hugging her frame tightly underneath her star-bangled violet cape and a relaxed smile beaming from beneath her wide-brimmed hat. She gave a wave to Sunburst, who nodded with a smile in acknowledgement, before walking over to the couch and leaning in to give Starlight a loving but sadly brief kiss.
 
“How’d the performance go?” Starlight asked as Trixie came around and sat beside her, removing her hat and cape in the process.
 
“T’was great and powerful, as always.” Trixie boasted, though at a more muted volume than usual given the young foal in the room, one that soon captured her attention. “… And as always, she’s a hungry little filly, isn’t she?”

“A growing girl needs her fill,” Starlight responded, looking back down at her beautiful baby girl. Luster seemed like she had finally had enough, yawning before nuzzling into the exposed teat.
 
“And sleep, it would seem.” 

Trixie’s comment brought Sunburst over, the bearded wizard reaching down to burp the young filly. “Eh, why don’t I take her back to her room? She’s probably tired out just sitting around in here.”

“Sure thing,” Starlight agreed, though not before leaning up and giving her daughter a delicate at the base of her horn. With that, she sat back down as Sunburst left, leaving the two unicorn friends alone.
 
“You know…” Trixie spoke up, breaking the silence and looking playful once she had recaptured Starlight’s attention. “The Great and Powerful Trixie is a growing girl as well. Is it not fair I too receive a meal to ensure I grow big and strong?”

Starlight smirked at her lover. “What am I going to do with you?”

“Open that shirt up and I’ll show you.” 

Trixie closed in and the two mares shared a passionate kiss. As their tongues wrestled with one another and explored their partners’ mouths, Starlight began unbuttoning her shirt fully. Trixie helped out as the kissing continued, removing the nursing bra so Starlight’s perfect C-cup boobs were exposed. The magician began leaving a trail of kisses down Starlight’s jaw and collarbone before crossing onto the breast and finally the leaky nipple at its summit. Quickly licking her lips, Trixie leaned in and started sucking in earnest; her tongue alternating between dancing over the areola and flicking the hardening nub.
 
Starlight allowed herself to moan softly, a hand finding its way to the back of Trixie’s head and pulling it in closer. Her legs unconsciously reached around the blue mares’ torso as her other hand snaked down into her pants and began stroking her increasingly wet panties. The sound of a door opening and shutting didn’t stop the two unicorns in their feeding, and soon Sunburst came into view. Rather than bashfully ask to join like he used to at the beginning of the relationship, he merely grinned as he knelt down and took Starlight’s free breast in his hands and joined Trixie in sucking out that motherly nectar.

“Hah, you… you guys,” Starlight panted, now holding both of them closer to her chest as they fed from her. “If-Ah! If you, hah, keep going, then-Mnf! T-Then there, there won’t be any, hah, for Luster.”

“She’s sound asleep,” Sunburst replied, peppering the teat with kisses before resuming his suckling.
 
“It’s not fair for her to hog you all to herself.” Trixie added, biting down on the sensitive nub and pulling the breast taut. She was rewarded with a rush of dairy goodness flooding her mouth and Starlight throwing her head back with an erotic squeal. The pleasure continued to grow with Sunburst copying this technique before they alternated stretching out and pushing in her breasts. Starlight’s breaths came raggedly now, the crotch of her panties and jeans thoroughly soaked through. It seemed odd that she had so much milk to give, but with her partners loving her like this, she didn’t care at that moment.
 
“Enjoying yourself, Starlight Glimmer?”

The question stopped Starlight in her tracks. Somehow able to push the pleasure aside for a moment, she looked over her shoulder for this new voice. This familiar voice. Sure enough, standing behind her was the naked form of Twilight Sparkle, the alicorn grinning at the sight. Something about how Twilight was looking at her unsettled Starlight. There was a glint in her eye that wasn’t there before; like a predator observing its prey.
 
“T-Twilight?” Starlight asked in disbelief and, as she looked around, she saw that her environment had completely changed. Gone were the comforting sights and sounds of the lounge, replaced with a cavern with seemingly undulating, flesh-pink walls. Her surroundings weren’t the only change, as instead of sitting on the couch, she now lay on top of her own bust. They were huge. Both mounds now beyond a cup size, they looked like overly full beanbags. She could barely see the edge of her areola, her breasts had grown so much, but what filled her with dread was who now stood before them.
 
Drinking from her nipples were Trixie and Sunburst, but not as she knew them. Trixie looked mostly the same, but had swirling red patterns all over her coat; like that monster mare that captured Sweetie Belle. The magician’s bust had also increased by several sizes, and her much wider hips sported a thick cock at least a foot long and orange-sized balls dangling in-front of her pussy. Sunburst’s changes were even more disturbing. His lanky frame was replaced by something far more muscular, sporting similar red swirls against his orange coat. His own penis had doubled in both thickness and length. But the most terrifying part was his head. It was hairless and eyeless, with tentacles wriggling from it at points and a wide, terrifying smile stretched across it… just like the monster stallions at Sweet Apple Acres.
 
“…No…” Starlight whispered, heartbroken at the sight of her corrupted partners. She shook her head, even more so when the two reached down and aligned their cocks with her no doubt larger nipples. A smack of flesh on flesh behind her sent a spasm of pleasure coursing up Starlight’s entire body, and she looked back to find Twilight had a massive cock of her own; using it to hotdog the immobilized unicorn. “T-Twilight, please… don’t do this.”

Twilight’s eyes shifted; changing color to a more teal hue and taking on a more draconic appearance while she bared a fanged grin. “Oh Starlight, it’s far too late for that.” 

With her mercy plea denied, Twilight pulled back slowly until her long schlong was no longer rubbing up against Starlight’s ass crack and lined it up with her pussy. Then, in one smooth motion, thrust forward and hilted herself raw within her students’ folds. Starlight screamed a wordless roar of pain, but as Twilight took hold of her wrists and began pounding away at her pussy, the pain quickly morphed into pleasure. She then felt the cocks before her pressing in, and she watched in horror as Sunburst and Trixie pressed their members against her now-gushing nipples.
 
“P-Ple- ARGH! P-Please, don’t-MNF! Don’t do it!”

Trixie stopped and looked Starlight in the eye, her expression portraying hurt feelings. “Starlight… Don’t you love me?”

Starlight froze at that, the sincerity of the question giving her the slim hope that maybe Trixie was breaking through the corruption. Said hope was dashed as the expression morphed into one of savage glee. With her defenses lowered, Starlight screamed in pain as both Trixie and Sunburst thrust into her nipples. The pain blinded her to everything, even Twilight ramming her own cock into the helpless unicorns’ depths. They progressed slowly until they couldn’t go any further in, their path made easier with the milk offering all the lubrication they could need. Starlight could barely focus on this twin assault as the pain transformed into pleasure, when Twilight reminded her former student she was still deep within her cunt. The three soon worked themselves into a synchronized rhythm; simultaneously pumping in and out. Starlight could feel her belly deforming from the intensity of the princess of friendship’s fucking.
 
“Enjoying yourself, Darling?” 

The new voice caught Starlight off guard, and she looked off to the right to see sitting in a luxurious lounge a familiar unicorn mare. Her proportions were sensual in every detail. An hourglass figure that contained breasts as big as a ponies’ head and a wide waist to match it. A navy-blue coat and violet mane with one white stripe while it shimmered like stars. Light blue draconic eyes stared back at her hungrily, and a small smile adorned her muzzle. But the thing that revealed just who this onlooker was were the three diamonds upon her flanks, buried beneath a glowing pink heart.
 
“R-RarityyyyyyYYYYYYYYY-AARGH! C-CUMMINNGGGGGGG!!!”

The distraction cost Starlight her attention, and in doing so, her resistance. The pleasure finally broke through and smashed her mind as her breasts and womb were painted white with seed. So much so that with each rope fired into her, her boobs and belly swelled. As the melodic laughter of Rarity filled her ears, Starlight’s awareness, as well as the world around her, faded to white.





With an ear-piercing cry, Starlight’s body jerked and spasmed. Her pussy and breasts spraying femcum and milk all around. Flurry spared her aunt a pained look before her attention was drawn back outside the bubble. Stepping into the small clearing were four earth pony mares, though like the one in Carousel Boutique, they were far from ordinary. All had green coats and either red, blue or pink manes and tails, but that was where the normality of their appearance ended. Their ‘hair’ was actually a carpet of flower petals. Their feet and arms had the appearance of tree bark, and their nipples and pussies were leaking an amber liquid down their shapely forms.

“I told you I smelled a bitch in heat,” one of them said to her companions as their gaze swept the clearing. “Tell me you can’t smell that?” 

In that moment, Flurry’s blood froze. They were protected from sight and sound, but she’d completely forgotten to shield them from an enemy’s sense of smell. Thinking quickly and reminding herself of the infiltration of the farm the previous day, Flurry cast another illusion spell. This time, she crafted the appearance of a mare in heat, stumbling into the clearing. Creating the plan as she carried it out, she couldn’t think of a random caricature to create and thus based this false mare on the one they battled in the boutique. A few feet before walking through the bubble, the mares turned and spotted the illusion, their eyes widening at the sight.

“For Mother Alraune!” They cried in unison and gave chase further into the forest as Flurry directed them away. The alicorn was grateful that these monsters seemed as dumb as the last until she looked back to the clearing and saw one of them was still there. Rather than chase off after the fake like her comrades had, this one was staring at the ground. Flurry followed her gaze and fear washed over her as she saw droplets of creamy milk rolling down the leaves of a weed on the forest floor. Looking back up, she saw the mare take a mighty sniff of the surroundings before looking right at the bubble and walking forwards.

The moment this plant pony stepped through the bubble, Flurry dropped it and charged. The reflexes on this mare were surprising given she was able to dodge the sword swings, but Flurry was backing her away from Starlight. She leapt for a downward strike, but was struck out of the air by something and crashed hard into a tree. The pain immobilized her momentarily, but that was all that was needed for the plant mare to take control. Vine-like tendrils sprouted out from her pussy of all places and constricted around the alicorn, binding her to the tree and knocking her sword from her hands.

“Well, well,” the plant mare chuckled, stepping forward as one of the vines brushed against Flurry’s breasts. “Aren’t you feisty? But there’s no need to fight me. We could have such fun together.”

“No thanks.” Flurry Heart sternly responded, lighting her horn. In an instant she teleported behind the mare, levitated her sword back into her hands and swiftly impaled the monster to the tree. The beginnings of a death scream echoed out of the mares’ throat before Flurry spun and decapitated her. But there was no time for celebration. Flurry knew that, with her distraction cancelled out by the impact against the tree and that scream, the other three plant ponies would soon return. She ran back to Starlight’s side, the mare slowly returning to consciousness.

“F-Flurry?” The unicorn stuttered, her eyes still possessing a far-off, drowsy glaze.

“No time to explain, we need to move.” With that, Flurry encompassed her aunt in her magic, noticing a fraction more weight to the mare than before, and taking off towards the opening in the canopy from the night before.

Before they could clear the canopy, however, something thin but strong wrapped itself around her ankle and pulled hard. The action halted Flurry’s acceleration as she and Starlight were flung to the ground. In the pain, Flurry lost her grip on both her sword and Starlight, the unicorn rolling on the ground before the princess was hoisted up by her ankle and dragged backwards. She was helpless as she felt herself fall against another pony. Her head was soon surrounded on both sides by large green boobs that were a match in size for her cranium, and a vine slithered up and around her body, binding her to this plant mare. She tried to use her magic again, but a spiky black and blue flower on the end of one of the vines opened up and wrapped itself over her muzzle. It sprayed her with some kind of gas, the odor of which immediately left her head feeling light and fuzzy, her magic difficult to focus on.

“You’re going to pay for murdering our sister.” The plant mare growled, taking hold of her own breasts and rag dolling Flurry’s head with them as the flower pulled away from her mouth. “Both of you.” Flurry’s dizzy head was turned to see Starlight struggling against the tentacles of the other two ponies that held her off the ground.

“Y-You won-ARGH! A-MNF!”

Whatever threat Flurry was about to unleash was silenced by one of the tendrils rubbing against her wet panties, up between her breasts and into her mouth. There it began pumping in and out, simultaneously rubbing against her slit and cleavage.

“Hush now,” the plant pony responded, guiding the alicorn down to a sitting position with the tentacles spreading her legs. “Just relax and enjoy the show.”

As her body was molested, Flurry was forced to watch as the other two began raping Starlight in earnest. Without foreplay or mercy, they both stuffed tentacles in her mouth, pussy and anus. Starlight, having just come in her dreams mere moments earlier, was fucked back to consciousness and could only emit muffled moans as the plant ponies had their way with her. They lowered her closer to the ground and each took a leaking nipple in their mouths, eliciting another loud cry from the unicorn. Flurry moaned herself when she felt something make contact with her teats, and looked down to see to tentacles with what looked like glass cylinders protruding from the ends. They pressed in on her breasts before her mounds were sucked in by some unseen pressure. Said pressure was sucking strong enough to siphon out her milk, adding to the pleasure assaulting her mind.

“This is what mean little bitches like you deserve,” the plant pony spoke in a condescendingly sweet voice, helping with the milking of the alicorns’ boobs with one hand as the other reached down in-between her legs. With a loud tearing sound, the last shred of decency Flurry Heart had was gone, her glistening petals bared for all to see. “Now let’s see if you’re as good a fuck as her.” Flurry watched in horror as another tentacle came into view and lined itself up with her crotch. A quick glance to see Starlight’s eyes rolling up into her head an indicator of how bad things were about to get.

Before the deed could be done, however, the vines froze and fell limp, much as the mare herself did. With the bindings holding her relaxed, Flurry fell forward onto the ground. She looked back to see the plant pony staring into space with a horrified look in her eyes as she began shriveling into a withered husk of her former self. Standing behind her wielding a exotic staff covered in runes was a pony, though most details were hidden either by the brown cloak they wore or the light-headedness plaguing the alicorn. She heard screams of rage as the other two plant mares, discarding Starlight like a forgotten toy, charged angrily at the newcomer. Said newcomer leapt over the prone princess and dodged their attacks before striking each of them with the staff. The runes carved into the staff glowed green for a moment before, like their sister, the two monster mares screamed one last time as they shriveled up and seemingly died.

Regaining some measure of composure, Flurry forced herself back into a sitting position in time to earn the anonymous saviors' attention. Starlight, with seemingly the last embers of her strength, teleported to Flurry’s side before partially collapsing on top of her. With one arm holding her aunt up, Flurry looked back to the hood-covered face of the stranger.

“W-Who are you?” She stuttered, her hand finding and grasping the handle of her sword nearby, yet her arms seemingly too weak to lift it.

The stranger before them lifted their hood to reveal a mare unlike any Flurry had seen before. Her coat was a light grey, though it and her muzzle were covered in dark grey stripes and segments respectfully. A series of gold bands lined her neck before disappearing beneath her brown cloak, as well as a pair of hooped golden ear rings. Her mane, similarly striped, was held up in a straight mohawk style, and her blue eyes shone with something Flurry imagined was draining from hers; hope.

“Z-Zecora?” Starlight murmured, staring up in disbelief.

“It is good see you unharmed, my friends, but we must move quickly to avoid meeting our end. Follow me back to the safety of my home, hidden from prying eyes of monsters who roam.”





“Hm, I am sorry to hear of your woes so far. This land leaves few without a troubling scar.”

The three sat within the hollowed-out tree hut of the zebra shaman, Flurry and Starlight’s bellies full of food rather than monster cum. Sitting by the small table just off the large cauldron in the center of the room, Flurry and Starlight enjoyed the first real moments of peace since the quest began. Following their rescue at the zebra’s hands, she led them back to the safety of her home. After an hour of travel and a good meal, the two had shared the tale of their journey thus far. Zecora had been horrified to learn of Apple Bloom’s fate, but was grateful to them for freeing her and seeing her and Sweetie Belle to safety.

“It just feels like we’re failing to do anything right so far.” Flurry lamented, setting down her bowl of soup. “Maybe this quest wasn’t such a good idea.”

“No,” Starlight spoke up, putting a hand on Flurry’s shoulder. “Flurry, I can tell you from experience that starting something is never easy. We knew going in this would be a difficult journey, but nothing worth doing is ever easy, and we owe it to the ponies we’ve saved so far to see this through.”

“Your aunt is right, Princess,” Zecora chimed in with an empathetic smile. “Courage and friendship shall see you through this test. And if, you seek a path to travel, perhaps I can suggest a target for you to unravel?” Flurry and Starlight looked at each other quickly before the unicorn nodded for her to continue. “For years, I’ve remained here to try and free from the monsters grasp the Tree of Harmony.”

Starlight’s eyes widened in shock. “Wait, the Tree’s still intact?”

“The Tree of Harmony?” Flurry asked, unsure of her aunt’s excitement.

“You remember the stories we used to tell you about the Elements of Harmony?” Flurry nodded, noticing the eagerness of the unicorn grow. “Well, the Tree is where the Elements came from, and where they were stored when not in use.” Starlight then turned to Zecora, the shaman patiently waiting for her to calm down. “You’ve tried to rescuing the Tree?”

“Indeed, I have, but I have failed. The monsters there forced me to turn tail. But I believe together we can succeed, and I have something I know you will need.” With a knowing smile, the zebra stood and walked over to a curtain that ventured deeper into her home, leaving Flurry and Starlight alone for the moment, the silence giving the alicorn time to look around at all the strange masks decorating the hut. Her wandering eyes soon arrived at the large bosom of her aunt. Flurry was certain they’d increased in size again. Having heard a brief snippet of the nightmare that plagued her, she felt the need to help.

“Starlight,” Flurry whispered, reaching into her satchel and pulling out a reformation gem. “Let me fix you up.” She brought the gem closer, but Starlight grabbed hold of her wrist and shook her head.

“I’ll be fine, Flurry.” The alicorn shot her a disbelieving look. “I mean it. Besides, you saw Apple Bloom’s reformation. We have no idea how many other mares we’re going to run into, and we could be affected even more than this. We need to conserve these as much as possible.” Flurry’s face fell to one of sadness as her gaze fell back down to the grown chest of the unicorn, but Starlight took her chin and lifted her head back up to look her in the eye once more. “Hey, I’m not going anywhere. I know things got tense earlier, but if I can still move, I’ll stand by you and protect you no matter what. Pinkie Promise.” This finally brought a small smile to Flurry Heart’s face, as she put the gem away and embraced her aunt in a tight hug.

“Hey,” Flurry spoke up as they separated. “Why haven’t our reinforcements arrived?”

“Though the teleportation crystals are linked,” Starlight explained, “the miasma that affects our teleportation is probably making it more difficult. But they will find us. The crystals are as pure as can possibly be, and as long as we have at least one crystal on us, then the Empire will be able to send us aid.”

Flurry nodded in understanding as the sound of approaching footsteps signaled Zecora’s return, and the two turned to find she had brought with her a tray of jars containing different colored liquids.

“These potions I have stored just in case I ever found like-minded ponies in this place. These gifts are sure to bring out your best, and aid in completing your important quest.”
> Chapter 6: Counter Attack
> --------------------------------------------------------------------------

“Um… I’m sorry, I mean no disrespect but… are you sure these are safe?” Flurry asked as she looked down at the selection of potions Zecora had laid out before them. There were eight in total; colored white, red, blue, pink, gold, green, purple and grey. In response, the zebra shaman simply smiled and nodded, though this did little to assuage the princess’ concerns.

“Flurry,” Starlight spoke up, placing a hand on her shoulder. “Zecora was a good friend of your aunt Twilight and her friends. She apparently even helped tutor Apple Bloom in potions before Equestria’s fall. Plus, she did save us from those plant ponies. We can trust her.” Flurry looked into her aunts’ eyes, searching for any reason to doubt her words. Upon finding none, she took a calming breath and smiled back at her.

“Okay then.” 

With her decision made, Flurry turned back to the potions laid out before them. Zecora hadn’t elaborated on their properties so she was going primarily on color preferences at this point. While she was deciding, Starlight didn’t hesitate as she reached up and selected the purple potion. A few moments later, Flurry had narrowed her selection down to the pink and gold. Gold was the color of her magic, but given how following the pink star in her dream had helped her escape the nightmare, she felt maybe it would help her here as well. She reached over and picked up the pink potion, Zecora still smiling as she chose the green concoction. With a clink of their potion jars and the two adventurers saying “Cheers,” the three mares downed their drinks.

The drink tasted cool and sweet to Flurry, almost like a milkshake. Setting down the potion to see the other two do the same, a sudden spike of pain from her core hunched her over, and another from her torso had her fall to the floor. Another thud out of view sounded out behind her, but Flurry couldn’t focus on that as her chest felt like a thousand needles were pricking it from the inside out. Rolling onto her back the alicorn began panting as she looked down. What she saw made her pulse race and her breath quicken.

Her decent C-cup breasts were now growing before her very eyes. As beads of milk began escaping the rising nipples, the milkbags soon reached the same size as Starlight’s, then exceeded them. As they finally stopped, their weight was actually starting to affect her breathing and she rolled onto her right side. The breasts pulled her down faster than expected, landing with a slap on the floor and each other and flinging droplets of milk a short distance away. Flurry was trying to fight off the sensations of the change, pleasurable as they were, while her mind was panicking at the thought that her boobs were now nearly the size of her head.

Panting a short distance away finally tore Flurry’s eyes away from her new rack as she looked up to see Starlight wasn’t faring much better. The unicorn, already carrying the added weight of her bloated bosom, was pulling them to the side to see she had now grown a second pair just beneath her first. This second set of breasts was just as large, round and full as the first, and now obscured Starlight’s navel as they, like their neighbors above them, were leaving a milky white trail down their surface. 

A grunt from behind her turned Flurry’s attention away from her aunt to look over her shoulder. There she saw Zecora, shedding the brown cloak she had been wearing to reveal she was nude save for the gold bands around her neck and wrists. Not only was she still on her feet, but feeling up her toned body and D-cup breasts, her eyes closed in what looked like pleasure. Little bulges were forming beneath her coat just above her leaking lower lips. Flurry watched on in horror as those bulges grew into a writhing bushel of a dozen or so tentacles, all with rounded tips. Looking down on the alicorn with that smile that now seemed more predatory than kindly, she turned away and said something in a language Flurry had never heard before. 

From a curtain on the other side of the room, out stepped three earth pony mares. One looked similar to Luster Dawn with her pink coat and blonde mane and tail. Another had a lighter shade of pink and green curls in her mane, while the third was colored beige with red hair. All three had decent bodies with flowery cutie marks adorning their bare flanks, but their eyes looked glazed over as a glowing green trail of thorns encircled their necks. Again, speaking this foreign tongue, Zecora pointed at the remaining potions. As one, the three crossed over and picked a potion. The Luster-looking mare took the blue potion and, upon finishing it, gasped and hunched over as her clit grew and grew until she was sporting a monstrous cock with a matching set of tennis ball-sized testicles hiding her drooling pussy. The green-maned mare sipped on the red potion and soon her flanks and thighs grow in size. Turning around Flurry watched as the pony’s flanks looked like somepony had stuffed pillows into their backside. The last mare, the redhead, took the white potion. Her changes seemed far more subtle than the first two, given her breasts barely expanded at all, but then the alicorn saw the tell-tale streaks of creamy milk escaping her nipples. All three looked as if they were experiencing the highest form of bliss, the green-maned mares’ legs giving out as she fell onto her padded backside and squirted out femcum.

“Z-Zecora…” Starlight struggled to say through the mental haze her new mounds were creating. “W-Why? What are you doing?”

“I am sorry, my friends,” Zecora responded, her face twisting to show regret, “but this must happen to secure a good end. For I tried to free the forest from evils’ grasp, but time and again I failed the task. After such an attempt, the monster guarding the tree extended an offer to me. If I gave to her one hundred mares, then she vowed to leave, and release the forest from her snare.”

“No… y-you can’t be,” Starlight said, shaking her head in shock at the implication as Flurry struggled to her feet.

“The five mares here are the last that I need to free this forest from evils’ seed.”

With a nod to the mares behind her, Zecora’s tendrils surged forward. Half a dozen each wrapped around and constricted the aunt and niece, pinning them to the ground as the other three mares advanced. The pink and blonde she-mare and the redheaded milkmare moved over to Starlight, where the freshly-grown cock was swiftly stabbed into the cleavage of the unicorn’s lower boobs. Starlight’s breathing began picking up, even more so when the beige mare took one of the mages’ original breasts and started sucking away at the leaking teat. 

Flurry wished to free her, but the tendrils constricting her held firm and kept her in place as the green-maned pony crawled over her. She buried Flurry’s muzzle within her gushing cunt, her thickened thighs squeezing around the alicorn’s head as she began lapping at the royal pussy. This lasted for a moment before she was pulled up and one of the zebra’s writhing tentacles jammed itself inside the earth pony’s pussy, her shrieks of ecstasy ringing out as it invaded her folds mere inches above Flurry Heart’s face. She returned to eating out the alicorn as more tentacles fondled and groped her milky melons.

“Ngh! Ah, ha, s-stop this-Agh! You don-Mmnph!” Flurry’s pleas were silenced as another tentacle slapped her across the face. When she turned back to face her rapist, the tendril forced itself down her throat and began fucking her face.

“Hush now, quiet now. You should follow the lead of those three cows.”

At Zecora’s insistence, the tendrils ploughing into Flurry’s mouth coiled around and turned her head to the side. There, a few feet away, the tendrils had retreated from Starlight’s body. This was because she simply laid there limply as the cock-mare came into the chasm of cleavage Starlight now possessed. Pulling out and dragging a sticky trail of semen along the unicorn’s belly, the pink mare held up Starlight’s legs before ramming her still-hard dick into her slit. Starlight’s cry of pain, though slightly tinged with pleasure, was cut short when the redhead took the opportunity to shove her nipples into the mages’ gaping mouth. As creamy liquid was squirted into Starlight’s mouth, the earth pony above her went back to sampling the upper boobs of the unicorn, completing the milky sixty-nine.

Flurry’s attention was stolen away from her aunt’s situation to her own, as the tendrils suddenly increased their pace. The juices leaking from the mare above her dripped down onto Flurry’s bound face, and she had no choice but to accept it as the zebra came. Rope after rope of tentacle seed pulsed into the alicorn’s mouth and down her throat, while the same occurred in the pussy of the pony above her. The overflow spilled out Flurry’s mouth and nose, robbing her of precious air while the cunt above her overflowed as well, spilling sperm down upon her face. 

Focusing as hard as she could, Flurry finally managed to fire off a teleportation spell, reappearing on the far side of the room. She stumbled to a resting position against the wall, spitting out as much semen as she could while wiping the sticky substance off her face. Looking up, she saw the shaman looking at her in surprise. She tried saying something in her native tongue, but Flurry was beyond caring what this traitor said. She was going to sell them to some monster in the forest? Not on her watch. Her horn glowing gold, Flurry fired a stun spell at the shaman, only for the green-maned mare to be used as a living shield and be shocked into unconsciousness. Her anger growing, Flurry levitated her sword into her grasp and leaped up into the high ceiling of the hut, ready to cleave the zebra in twain. So focused on the attack was Flurry that she failed to notice the tentacle before it was too late. When it struck, her whole body froze. Pain shot seemingly through every muscle, every nerve. As a painful scream erupted from the alicorn, she looked down and saw the worst sight so far in this quest.

The tentacle was wriggling as it was rammed thoroughly into her previously unspoiled pussy. 

Her virginity was gone, as evidenced by the trails of blood now streaming down her thighs. Flurry couldn’t tear her watering eyes away from the horrific sight, even as other tentacles now held her in place. A swift thrust from the tentacle flared the pain anew and Flurry couldn’t help but climax on the spot; her feminine juices joining the blood trickling to the floor beneath her.

Zecora regained her smile as things were once again in her control, but something glowing caught her eye. It was by the front door, near where her two new guests had left their bags. A small pinprick of light that hovered just off the floor. A gust began swirling throughout the central room, capturing everypony’s attention as the light grew larger and brighter. It finally exploded in a crescendo of light and sound, with the zebra shielding her eyes from the flash. Lowering them, she found her humble hut had a new arrival.

Now standing in the room was another earth pony mare, one with a beige coat and a navy-blue mane with a pink stripe running through it to their curled ends. She was clothed in a black top and pants with a dark brown duster jacket draped on top. A large bag was slung over her shoulders while strapped to her waist were a coiled rope with a grappling hook and a sheathed short sword. 

Taking one look at the situation she now found herself in, the mares’ face went from shocked one second to focused the next. The bag dropped to the floor with a thud and she charged. Before the shaman could blink, the two mares molesting Starlight were knocked out. Zecora lashed out with her tentacles, but the mare was too quick, leaping through the gaps with a spin before drawing her weapon, the crystal blade slicing through them with ease. Zecora backed away with a cry of pain, but the newcomer wasn’t done yet; cutting down the lengths that held Flurry aloft before rushing the wounded zebra. Zecora swung a left fist but got nothing as the mare ducked and smoothly transitioned into a roundhouse kick to the face. Zecora was spun around by the impact, leaving her open for the assailant to wrap her arms around the shamans’ waist, pop her hips and suplex her onto the back of the neck. When she got up, the zebra was unconscious.

“B-Bonbon?” Starlight asked, propping herself up on an elbow before the earth pony offered her a hand.

“I suppose asking ‘are you two okay’ is pretty pointless, huh?” Bonbon asked before helping the princess to her feet.

“T-The Empire,” Flurry stuttered, grabbing hold of Bonbon’s shoulder for stability. “Did you get our warning?”

Bonbon nodded. “Spike and Flash Sentry have the borders well scouted. Nothings’ getting into the Crystal Empire without a fight.”

“What about Sweetie Belle and the others?”

At this, the mares’ blue and pink head dipped. “It’s still too early to know if lack of stimuli will help them recover, but Sunburst and Flash both agreed the reformation gems need to be saved for those on the mission. They’ve set up a triage in the north of the city, but what those mares need right now is rest.” Flurry took all this in, a look shifting between forlorn and frustration dominating her face as she walked over to the window on the far side of the room.

“Also,” Bonbon carried on, walking over and diving a hand into her bag. “Apple Bloom said you girls needed new clothes and a focus on stealth. Lucky for you two, I’m your mare, and I’ve got just the suits for youuuu…. Oh.” Her confident flourish of two dark, full-body stealth suits faded as she looked over their corrupted busts. “I… I’m sorry. It’s just, Apple Bloom mentioned you’d gotten bigger, Starlight, but we didn’t know…”

“It’s okay Bonbon,” Starlight reassured her, taking the black suit. “We’ll make do.” She floated the other one over to Flurry, who paused to look it over a moment before taking it.

Bonbon noticed this, as well as Starlight’s dismissal of their situation, but didn’t press the issue. “So, what’s the plan now, and what about these four?” She gestured at the unconscious zebra and her three slaves.

“We’ll send them back to the Empire,” Starlight responded as she began stepping into the one-piece suit. “These three are victims, just like the others we sent back, but Zecora needs to be imprisoned. She did this to them.” The unicorn paused her answer there, not only to allow Bonbon to digest that nugget of information, but also to try and zip up the front of her suit. It managed to conceal her lower bosom, but there wasn’t enough fabric to contain her top pair. This also left her shoulders bare and the sleeves bunching up on her arms, but Starlight shrugged, assuming that was as good as she could get right now.

“As for our plan moving forward, we need to head deeper into the woods.”

“What? Why?” Bonbon questioned, also noticing Flurry Heart freeze in the middle of putting on her suit.

“Zecora mentioned the Tree of Harmony still stands, although its’ being guarded by some monster. If we could free it, then that’d be a big-”

“No.”

Both mares turned to Flurry Heart, her face scrunched up in anger as she finally managed to pull the zipper the whole way up. The suit looked fit to burst, but was holding in there for now as it contained the princess’ new globes. Despite this, Flurry stalked towards her aunt.

“You said we could trust Zecora and she betrayed us. Yet here you are; still wanting to go and save the Tree of Harmony on her word alone? For all we know, she could’ve been setting us up for a trap, or just buttering us up for what happened.”

“F-Flurry,” Starlight stuttered as she backed up. “I know these past couple of days haven’t gone to plan, but-”

“Gone to plan?” Flurry interrupted irately. “What plan? Our plans have fallen apart at seemingly every stage! The train was ambushed, I left you and Sweetie Belle behind for you to get caught, then did the same thing with Sweetie Belle, and then we allowed ourselves to be caught again!”

“Flurry, we’re still here. We’re still okay.”

Flurry’s eyebrow twitched. “Okay? Okay?!” Her screech caused the other two mares to flinch. “Would you call what happened to Apple Bloom and Sweetie Belle okay?! Look at you! Are you okay with having four boobs?!”

“Flurry-”

“And I’m FAR from okay! I…” At this, the fury in the alicorn’s voice wavered, and she stifled a choked sob. “I lost my virginity…” But her pained expression morphed right back into one of anger. “…And it’s because you trusted Zecora. Because you made the decision to do so. Well… as Princess of the Crystal Empire, from now on, we’re following my lead. We are going back to Ponyville, and we are doing our best to stop that invasion and free as many mares as we can in the process.”

“Hey, Princess,” Bonbon spoke up, but the ice-cold glare Flurry levelled at her left the earth pony speechless. A quick glance at Starlight revealed tears in the wide eyes of the unicorn as she slow, measured breaths to most likely head off an oncoming anxiety attack.

“You have five minutes to collect yourselves,” Flurry declared as she walked towards the front door. “After that, we move out for Ponyville.” Without a glance back, she stepped through the door and slammed it shut behind her. A thud on the floor brought Bonbon’s gaze back to Starlight who had fallen to her knees as tears now trailed down her face.

“Starlight!” Within moments the agent was by her side, and Starlight immediately clutched onto her in a tight hug. Bonbon sighed as she hugged her back, letting Starlight cry into her shoulder for a minute before pushing her back to look her in the eye. “Starlight… I don’t know what that just was, but… Don’t let her get to you, okay? I don’t think she means it. She’s probably just feeling as much stress as we are to save everypony.”

“B-But…” Starlight stuttered, followed by a big sniff. “S-She’s right… I… I failed her…”

Bonbon just stared at the seemingly heartbroken mare before bringing her in for another hug and stroking her mane. “I know it hurts to fight with somepony you love. Trust me, I do. But just… give her some time. She’s a smart mare. I’m sure she’ll realize what she said and you two will be able to talk this out. What we can do right now is be there for her when she needs us, okay?” 

Starlight took a few calming breaths before nodding, not trusting herself to speak. After another hug from Bonbon, the two gathered their equipment, tied up Zecora and teleported the four mares back to the Empire with one of Bonbon’s crystals and met up with Flurry Heart outside. From there, the three began following the overgrown forest path that led away from the shaman’s hut. Walking in a staggered line with Bonbon at their head and Starlight in the rear, they eventually reached a fork in the path and, following a glance at the compass Bonbon pulled out of her bag, took the right turn to the north-west, back towards Ponyville. Starlight followed along silently, though did spare one glance back behind them on the path she knew led to the ruins of the Castle of the Two Sisters.





Fortune seemed to finally be smiling upon the party, as they avoided any confrontations with wildlife or other monsters in the couple of hours it took to navigate their way out of the Everfree. They emerged to a land of rolling hills and sporadic trees, with a seemingly long-abandoned cottage not too far from where they emerged. The two older mares stopped to look at this house for a moment before Flurry urged them on, reminding them that they could be spotted should they dawdle. Despite the weight of Flurry and Starlight’s new additions causing some discomfort and slowing them down, they swiftly arrived at the edge of town, which the three notice are more heavily patrolled this time around. Bonbon, however, seemed up to the challenge of helping them sneak inside. She and Flurry created a distraction for both those guards nearby and off in the distance, allowing the three to sneak in undetected. Flurry did notice the lack of visible monsters patrolling the streets, but assumed they were mustering for the invasion of the Empire, as Bonbon led them into one of the many thatch-roofed houses in town. Upon entering, Flurry found there wasn’t as much destruction as she had expected. Unlike Carousel Boutique, this house had managed to avoid a lot of structural damage. There was a mess inside as if somepony had turned the house upside-down looking for something, but otherwise it was mostly intact. 

As the princess inspected the ground floor and Starlight took a seat on the torn couch in the living room, Bonbon ignored them and carefully walked upstairs. She avoided one particular step, knowing it would squeak and not wanting to cause any further tension within the group. She turned left at the top of the stairs, then entered the door at the end of the hall. Her heart sank slightly as she walked into her old bedroom. It was mostly as she left it that first night of terror that had swept through Equestria so many years ago; clothing scattered across the floor, joined by the fully removed drawers from her dresser. The covers of the queen-size bed were stained beyond recognition with stains Bonbon didn’t want to know about. As she aimlessly wandered through the room, a crunch underfoot reveals she stepped upon a picture frame. Recognising it, she immediately bent down to look at it. The glass was broken, but thankfully the picture was intact and unspoiled. Her heart swelled with both love and sorrow looking at the faces from happier times. One was hers, while the other belonged to the mint green unicorn she had once shared this home, and indeed her life, with.

“Lyra…” Bonbon muttered, the memories contained beginning to overwhelm her as she hugged the photo close to her chest and knelt in the room alone, fighting off the impending breakdown as she had down so for years now.

Footsteps were her first sign that she wasn’t alone as she looked up to see Flurry Heart enter the room, her expression softening upon seeing the earth pony’s own. “Bonbon? Are you okay?”

Bonbon nodded, wiping her eyes before standing up and looking at the photo once more. “Yeah, just… reminiscing, I guess…”

Flurry walked over and looked at the picture, then back to Bonbon as the pieces fell into place. “This was your home…” Bonbon nodded in response. “And she was your…?”

“Lyra, my lover.” Bonbon answered, a small smile appearing on her muzzle. “She was such a strange mare, but that just made her that much more special… I… I think I’d forgotten just how… how much I missed her. I’ve always missed her but…”

Flurry placed a hand upon the earth pony’s shoulder, offering a look of sympathy. “I’m sorry.”

Bonbon shook her head before pocketing the picture. “It’s alright. I’m not leaving this quest until I get her back, no matter what.” The statement brought a smile from the alicorn as Bonbon faced her. “So, what’s our next move?”

“Well,” Flurry began, pacing in the bedroom. “I noticed there was a major lack of monsters in the streets as we came in. There were tons more yesterday, so it’s most likely they’re getting ready for the assault on the Empire right now. That means we don’t have a lot of time to hinder the invasion, so I’m going to rush in and create as much chaos and confusion as I can. This will distract them and allow you and… Starlight Glimmer,” she grumbled the name, “to follow me on foot and free any mares left in my wake.”

“But that’s suicide!” Bonbon pointed out. “You can’t take an entire army all by yourself.”

“I’ve held my own thus far,” Flurry shot back, her tone not brooking any argument, “and if the stories of my birth are true and I did shatter the Crystal Heart with a scream, imagine how much devastation I’ll do to these beasts. With their attention focused on me, you shouldn’t have too much to worry about.”

“And I take it Starlight’s already said she doesn’t approve?” Bonbon’s tone was practically dripping with skepticism.

“Why would she care? She trusted Zecora more than me.”

“What happened in there wasn’t her fault.”

“She gave Zecora the opportunity.”

“And you think she wanted to?” The question killed Flurry’s retort in her mouth. For a few moments she tried coming up with a response to Bonbon, yet was unable to and looked away in frustration.

“She still loves you, Flurry,” the agent spoke up again, now being the one placing a hand on Flurry’s shoulder. “And she feels awful about what happened to you. But pushing her away is the last thing you want to do right now. If not from a tactical perspective, then from a emotional one. It’s breaking her heart to have let this happen, and you’re not giving her the chance to make it up to you.”

Flurry just stood there and listened, her reason agreeing with Bonbon’s logic, but her emotions and anger still burning away and blaming her aunt for what happened. Without warning, the princess left the room, fluttered down the stairs and walked straight out the door. By the time Bonbon and Starlight followed her outside, Flurry was already airborne and soaring north.





Flurry Heart tried burying the previous discussion, instead putting her full effort into scanning her surroundings in the air and down below. The streets of Ponyville, once full of debauchery and fornication, were now quiet. But, as she approached the circular center of town and the crumbling town hall, she saw there were still a few monsters there; raping the poor mares locked in the stocks.

Her anger from earlier in the day came roaring back, but now she had an outlet to unleash it upon. Focusing her aim on the monsters, she fired a narrow beam of golden energy. The shot hit true, decapitating one of the beasts as it dropped dead. The others nearby finally stopped their fucking as Flurry landed; sword drawn and horn glowing as she goaded them into charging. Her tactic worked as two more of the monsters charged. Flurry, smirking, created a flash that blinded one of the monsters before dashing in and impaling the beast through the heart. She nearly lost her focus and balance because of her increased titflesh, but the stealth suit was managing to keep her girls contained for now. Before the other one could even swing at her, she teleported behind it and blasted both of them with a wave of golden magic, killing them both.

Her assault brought a group of fiends out from the nearby buildings, as well as the other side of the town center. She counted twelve of them and took flight before one insectoid-looking one spat a ball of green goop at her. It fizzled and dissolved the pavement upon contact, making it her new target. She shot it with another spell, though it looked as though no damage had been done. When the beast seemingly laughed, she activated the spell and suddenly the situation changed in her favor. All of the monsters near the insect were unexpectedly pulled off their feet and flung full force towards and into the bug. With five monsters piled together like a living wrecking ball, Flurry encased them with a levitation spell and swung them into their free comrades. The improvised weapon proved effective, as the remaining beasts were bludgeoned to death; a fate shared by those within the orb.

With the imminent threats dealt with, Flurry turned and cut each of the locks holding the mares in place. She looked around and, seeing no other monsters approaching but not wanting to abandon these mares, she quickly looked inside the town hall. It appeared as empty as the space around it, so the princess swiftly levitated the delirious or unconscious mares inside, locked the doors and left a magical note that Starlight and Bonbon would be able to find.

Flurry took flight once more, sweeping the surrounding streets for any more ponies to save. She found a few more groups of monsters, these ones not carrying or fucking ponies, but armed and armored. Seeing no innocents around and wanting to vent her previous frustrations, Flurry unleashed blast after blast of magic down upon these beasts. Each explosion of golden magic reduced the monsters to ash, if they were lucky, and with each successful attack, Flurry’s confidence grew. These guys no longer seemed as terrifying as they had the previous day now that she was focused on attacking them rather than escaping them.

At this rate, I could stop the whole invasion, Flurry dangerously thought to herself as she flew towards the largest horde of monsters she could see. There was a veritable tide of them surrounding the crystalline castle in the north of the town, where her aunt Twilight had apparently once lived. With the horde in her sights, she approached at high speed, ignoring all else below her. Once she was a couple of blocks away from the horde, Flurry drew upon her deep reserves and fired a massive beam of golden energy. The blast cut through the horde like a knife through butter, nearly dividing the gathering in two. Those that weren’t incinerated were severely burned from the attack.

Flurry’s confident grin turned to a determined scowl as various flying beasts rose to meet her challenge. She blasted a few before deflecting a tackle from a squid-like beast, then climbed to avoid a breath attack from what looked like a dragon. She dropped back down, splitting the dragon’s head in half with another sword swing, but she had more momentum than she thought. The extra weight of her breasts, contained as they were, carried her forward that little bit further than she planned. It resulted in her dropping another couple of feet in the air, just in time to get hit in the back by some muscular monster with enough force to be sent rocketing to the ground before the castle.

As the dust settled from the impact settled, the horde saw Flurry had survived the crash by encasing her body within a magical shield, though it shattered now she had landed. Before she could regather her wits, the horde rushed in. They grabbed hold of her arms, her wings, and kept her down on her knees. Flurry’s eyes swarmed around each of them, as well as spotting a mare on the balcony of the castle watching over all of this. As she heard and saw the monster reveal their hardening shlongs, memories of earlier that morning in Zecora’s hut ran right back into mind. This lit the fire within her once more, and she made sure there would be no repeat performance today. With a flare of her horn, a golden bubble rapidly expanded into existence with Flurry at the center. It pushed all of the beasts back, giving her a circle of sixty feet all to herself. Standing up once more, she looked back up at the mare on the balcony, seeing her holding a spear as well as her being flanked by two other monsters in armor. The pieces fell into place and a plan, though a gamble, emerged.

“You!” She shouted, pointing her sword at the mare as her voice captured the hordes’ attention. “I, Flurry Heart, Princess of the Crystal Empire, challenge you to single combat!” She waited, trying her hardest not to show any sign of panic or worry as the crowd went silent. Out of the corner of her eye, she saw many in the horde were now looking up at the mare on the balcony, waiting for a response much like Flurry was.

Her answer came when the mare backed up on the balcony a little before rushing forward and leaping over the guardrail, rolling as she landed in the clearing with the alicorn. The first thing that Flurry noticed immediately was this mare wasn’t just a traitor like she thought. She was a monster as well. Though her more equine upper half resembled a beautiful mare, with a yellow coat, a wild red mane and orange reptilian eyes, her lower half was that of a snake with red scales covering her long tail. Said tail didn’t rob this monstress of her feminine anatomy, however, as sitting snug just above where the scales began saw a moist pussy. The snake mare also wore silver wrist guards and a woven shawl over her shoulder, though it was tied together to make certain one could see her pert B-cup breasts.

“Well, aren’t you a bold one, Miss Princess?” The snake mare taunted as she and Flurry began circling each other. The alicorn kept her gaze and sword pointed squarely at her target, ignoring the chuckling and murmurs of the horde that now formed a circle around them. “And what, humor me, would you hope to gain from such a duel?”

“When I win, your forces leave cease what they’re doing and leave Ponyville and her citizens alone, never to return.”

The smug smile from the snake pony turned into a fanged grin. “Hm, confident, aren’t you? Just easily assuming you’ll win?” Flurry gave her no response, though the snake before her simple chuckled from the intensity of the glare sent her way. “Very well.” She stopped her circular movements, now standing directly before the doors to the castle as she symbolically stamped her spear on the ground. “I am Lamaria. Governess of Ponyville and leader of this lovely horde of darlings you see before you. If you win, I swear on my life that my friends and I will drop all our toys and leave town. But if I win…” Her chuckle darkened as her expression morphed from smugness to predatory. “Then you become my new favorite fuck toy.”

“And this’ll be a fair, one-on-one fight?” Flurry asked, sparing a glance at the horde surrounding her.

“Of course,” Lamaria agreed. “After all, I’m not going to share the experience of breaking you in with anyone. That pleasure’s mine and mine alone.”

“You wish.”

Flurry zoomed forward as fast as she could, delivering a heavy kick to Lamaria’s unarmored belly before she could even react. The force of the blow sent the snake mare not only barreling through her own minions, but through the doors and into the interior of the castle itself. Lamaria sat up and made it back to a vertical base, shaking off the pain of the multiple bodies and objects she’d just flown through, just in time to block a swing from Flurry’s sword with the shaft of her spear. She lifted her spear up to force away the sword and ducked upon seeing Flurry’s horn glow, only for the alicorn to knee the descending head and follow up with another spin kick. 

Flurry continued to press her advantage; feinting her magic to strike with her sword and shield as well as stiff kicks. The constant assault pushed Lamaria further and further into the halls of the castle. After another kick sent the governess sliding back, Flurry leapt into the high ceiling for another downward sword swing only to be blocked again. But this time Lamaria was ready for her. As Flurry pushed with her blade, her enemy’s serpentine tail coiled around her ankle and first slam the princess into the wall before throwing her further down the hall.

As Flurry shook the cobwebs out of her head from the impact, she only now noticed the living decorations adorning the walls. Poor gagged mares were suspended off the ground by nothing but wires and chains connected to their gags or their cuffed wrists, and by the wall-mounted dildos wedged firmly into their pussies or asses. Their moans of pleasure served as ambience for her battle as now Lamaria pressed the assault. Flurry managed to get her shield up to block a direct thrust of the spear, but the governess was now the one pushing the alicorn back.

A serpentine tail slam sent Flurry flying back-first through a set of doors to a large rounded room. She stumbled for a moment getting back up, the weight of her boobs reminding her of their existence, before taking in her new surroundings. There was a circular table surrounded by six crystal thrones, though only one remained standing, portraying what looked like a cutie mark of three butterflies, as the others lay in ruins. The roots of a large tree served as a massive chandelier, different-colored gemstones illuminating the room. Sadly, there were the more perverse decorations as, like in the hallways, mares were impaled on false cocks along the walls.

Her attention was harshly returned to the fight as another lash from Lamaria’s tail sent her flying into the throne with enough force to knock her sword out of her grasp. Stars danced before her eyes, but any chance to regain her senses and ascendancy in the fight was stolen as that tail now coiled around and bound her to the throne.

“Don’t even think about teleporting,” Lamaria warned, her spear at the alicorn’s throat. “Unless, of course, you want my servants to kill themselves.” The snake mare snapped her fingers twice and, appearing from another hallway, came two ordinary mares. They were both earth ponies; one with a pink coat and a sky-blue mane, while the other was the inverse. Both wore a collar with a purple gem around their necks, along with lacy red stockings and garter belts. From those stockings, both mares drew a long needle from a sleeve sown into their attire, and held them ready to stab their own necks. Her eyes widening at the realization Lamaria wasn’t kidding, Flurry looked away and stopped resisting.

“There’s a good girl,” Lamaria purred, her satisfaction deafening her to a muffled rumble from outside. Instead, she turned to the twin earth ponies. “Bring in my creamy delight. I want her to meet her new playmate.” The mares nodded in unison and left, leaving the alicorn and her captor.

“Now let’s have a look at these lovely melons you’re hiding.” Tightening her tail’s grip to ensure Flurry couldn’t move, the snake mare leaned in and pulled down the zipper of the stealth suit. It got stuck near the top of the breasts before one forceful tug pulled it not only down over the slope to reveal her milkbags, but also clean off, ensuring the suit wouldn’t close over her chest ever again. Now those pale orbs were out for all to see.

“Well, well,” Lamaria murmured, her eyes widening at the sight. “Oh, I’m going to enjoy this.”

Without any further delay, the serpent pony swiftly took a breast in each hand and began roughly kneading and toying with them. The action immediately stole any focus Flurry was trying to build, squirming in her seat as the snake had her way with her. Her thumbs brushed over the hardening nubs that were her nipples, soon followed by the governess taking one in her mouth and teasing Flurry further; her forked tongue tracing her areola before flicking the peak of these handfuls. Such teasing soon bore fruit as milk began seeping out of Flurry’s chest. The moment Lamaria tasted it, she pulled back in shock before looking back at the alicorn with a devilish smile.

“You’re just the gift that keeps on giving, aren’t you?” Flurry refused to speak, but the blush on her face was all the answer the serpent needed. “Well, let’s have a taste, shall we?”

“No, don-NNGH!” Flurry's cries were cut off as Lamaria latched her lips around the leaking teat once more, this time sucking out enough milk to fill her cheeks before swallowing. She did this a few more times before switching to the other breast and sampling its bounty. After filling her cheeks once more, she pulled away, her mouth still full, and forced Flurry into a kiss. As the serpentine tongue explored the alicorn’s mouth and coiled around her own, Flurry was forced into drinking her own milk. She wasn’t sure whether it was the groping or the milk, but her head was starting to grow fuzzy again, her milk production increasing that little bit more.

“Ah, there she is.” Lamaria smiled as she pulled away, turning Flurry’s head as she struggled to regain her breath to see their new arrivals.

The twin earth ponies had returned, but now they were pushing two wide steel trolleys. Atop each one was a giant blue breast and behind them was an older mare, though not old enough to be considered elderly just yet. She also looked a little plumper than most other mares, and her off-pink mane was done up like a swirl of strawberry whipped cream, though a small silver streak ran through it. Like the two aiding her, she wore a collar with a purple gem that left her face vacant of all expression.

“Picked her up from those delightful brothers just outside town a few years ago,” Lamaria explained as she released Flurry from the chair only to fully constrict her with her tail once more and drag her closer to one of the massive chest hams before them. “A shame what happened to them last night. You wouldn’t happen to know anything about that, would you?” Again, Flurry remained silent, which brooked a shrug from the monstress. “Oh well. Either way, you’re going to be spending a lot of time with dear Cupcake here, so why not get to know her a little better? Starting with how she tastes.”

Again, Lamaria forced Flurry Heart’s mouth open before pushing her into the wide areola of the blue mare. With the alicorn’s mouth secured over the large nipple, a nod from the governess was all the other two slaves needed to begin massaging the breast of their counterpart. Lamaria kept the stimulations going with one hand still milking Flurry’s tits, but then the boob she was pressed against released its bounty. It wasn’t what she expected either, as a glance to the other nipple confirmed it.

This poor mare was lactating whipped cream.

Pulled away from the nipple, some of the cream landed on her face, which Lamaria eagerly lapped up. The dizziness Flurry suffered was growing in intensity, which prevented her from resisting as the serpent spun the princess out of her tail and into the new mares’ cleavage. A nod to the twins and soon Flurry was pressed in tight by the large globes of flesh.

“And now…” Lamaria spoke, her voice dripping with lust as she licked a spot of whipped cream off of her lips. “Time for the real desert.” 

Flurry felt something rub up between her legs and, even in her addled state, knew what was coming next. In this moment, she realized what had led her to this. Her anger. She stormed off rather than talked about what happened with Starlight. She had channeled that anger into her attacks, the success of which fed her ego and confidence. She honestly thought she could take down an entire horde and their leader by herself? Instead of the victory, she was now helpless to resist as her pussy was about to be invaded for the second time that day. A tear escaped her eyes as she looked away, her legs being held straight by someone’s hands beneath the titflesh that imprisoned her.

“Flurry!”

In an instant, Flurry Heart fell to the floor. Trying to shake away the disorientation she suffered, she looked to find herself in the hallway just outside the throne room. Kneeling beside her with a look of concern was Bonbon, while standing before her was Starlight. She turned back to look and Flurry saw the fear in her eyes melt into love and relief.

“What the?” Lamaria exclaimed, realizing her new toy had been stolen. “Oi! I wasn’t done with her yet!”

“Too bad,” Starlight Glimmer growled, her expression morphing into a scowl of outright hatred she hadn’t worn in years, possibly not since Twilight Sparkle had shown her a better path in life. “Now you have to deal with me.”

“Heh, fine by me!” Lamaria charged and leapt over the table, hoping to impale Starlight in one swift strike. But she never got the chance. Starlight raised her staff, channeled her magic through it and the snake mare froze in mid-air. Try as she might to free herself, Lamaria couldn’t escape Starlight magical grasp, nor her furious gaze. She began to panic. “Q-Quick! Aloe, Lotus! Kill yourselves!” She couldn’t see the two, but when she heard nothing, she desperately tried spotting them out of the corner of her eye. Starlight’s magic refused her even that, but she saw Bonbon walking back towards the unicorn dusting her hands.

“Oh, they’re not doing anything for a while except catching up on some much-needed rest,” the earth pony confidently claimed as she retook her position beside the woozy Flurry Heart.

“Y-You won’t get away with this!” Lamaria exclaimed wildly. “My horde will be in here any minute to fuck your brains out!”

“You mean the horde we finished off to get in here?” Bonbon responded cockily as Starlight’s grip became that little bit tighter. “Yeah, Starlight and I managed to wipe out whatever crumbs Flurry left behind.”

The monster’s face finally revealed the full extent of her fear as her eyes darted between the two mares. “Y-You’re bluffing.”

“Why don’t you take a look for yourself?” Starlight asked with a deadly tone. She crafted magical chains with pinned the governess’ arms tightly to her side before opening a wide portal beneath the snake pony. With one last glimpse of fear from Lamaria, Starlight brought her staff down with authority, sending the snake plummeting through the portal at high speed. The portal closed, though Flurry swore she could hear a scream off in the distance, followed by a loud smack.

“U-Um… S-Starlight, I-” Flurry didn’t get much further before Starlight dropped her staff and came in for a tight hug. This unintentionally brought their six boobs together in a tight squeeze, but Starlight adjusted herself to hug from the side to lessen the effect.

“I’m so sorry, Flurry.” Starlight muttered, sounding on the verge of tears. This broke the dam walls with Flurry as she hugged her aunt back and sobbed openly into her shoulder. Bonbon stood vigil over the two of them as they sat there weeping and embracing one another.

“I-I’m sorry!” Flurry choked out. “I… I shouldn’t have blamed you.”

“No, I’m sorry,” Starlight responded, pulling back to take Flurry’s face in both hands. “I should’ve known better and protected you. But more importantly I should’ve listened to you about Zecora. I failed to protect you, and I promise I’ll protect you from here on out.”

Flurry shook her head before taking her aunt’s hands in her own. “How about we protect each other?” Starlight tearfully smiled at that and nodded, the two embracing once more.

“Uh… girls?” Bonbon’s unsure tone brought the two out of their moment, Starlight rising to her feet and levitating her staff back into her hands. But the fight disappeared just as quickly as it arrived as the unicorn gazed upon a sight she thought she’d never see again.

The table in the center of the room began glowing before images flickered just above its surface. This flickering continued until a figure took shape hovering over the table. The figure was an alicorn; one of a slim physique of purple fur hidden beneath a plain white dress. Her wings extended out behind her to their full length, while her dark purple mane and tail fluttered on an invisible breeze. She landed upon the tables’ surface, her eyes opening to reveal a kind gaze of purple eyes.

“W-Who is that?” Flurry asked as she struggled to her feet, aided in the end by an equally shocked Bonbon. Starlight just stepped forward, her staff dropping out of her hands without thought as her whole focus was solely on this new arrival.

“T-Twilight? Twilight Sparkle, is-is it really you?” Starlight sounded as though her tears would break through anew, her arms almost trembling in place.

“Twilight?” Flurry asked before the gears in her memory started turning. Of all the old heroines of Equestria, this was the one Starlight had taught her about the most. The one that had rediscovered the Elements of Harmony. The one that had saved her parents’ wedding. The one that had saved her aunt from her own inner demons.

This was her aunt Twilight Sparkle, the Princess of Friendship.

“I am not the mare you seek,” Twilight’s image spoke softly as she shook her head. “I am merely using her form as a means to communicate with you.”

“Then who, or what are you?” Bonbon asked as she helped Flurry over to where Starlight stood.

“I am the Tree of Harmony,” Twilight’s image spoke before glitching out of existence for a second and reappearing. “I am sorry, but time is short and my power is incredibly limited. I wish to offer you any aid I can provide.”

“Zecora was telling the truth…” Flurry mumbled before sharing a glance with Starlight.

“I am imprisoned, so I am unable to provide you my full strength, but I can teleport you to the location of one of the former Element Bearers. Should you manage to free them of their blighted forms, their power shall become yours.”

“B-But where are they?” Starlight asked. At this, Twilight’s form disappeared, replaced by a map of Equestria. Just above certain locations hovered four different colored lights; an orange one over a town to the south, a white one above a city to the east, a blue one above the city of Cloudsdale, and finally a pink one above what looked like a desolate farmstead.

Starlight counted the lights and recognized what each color meant, but her look of worry deepened. “Wait? Wait, what about Twilight and Fluttershy? Where are they?”

The map disappeared and Twilight’s image returned after another glitch. “They are both currently within Canterlot. Given the amount of corruption there, I cannot send you to them in my current state. Now please, we are short on time. If I am to help you, you must make your decision.”
> Chapter 7: A Good Nights' Sleep is a Rare Thing
> --------------------------------------------------------------------------

“Hmm… perfect.”

Talvira purred to herself as she looked out upon her utopia. The land had become nothing but a spunk-smelling expanse of debauchery. Mares, stallions and monsters of all shapes and sizes were bathing each other in sexual fluids of all kinds. Looking down, she saw her harem of busty milfs attending to her crimson body. Her massive cock was currently embedded within the folds of her favorite servant in Lyra Heartstrings, the mint-green unicorn bouncing upon her fuck stick with a look of unabashed glee. Her soft H-cup mounds were licked and kneaded by both Cream Heart and Caring Hearts, the earth pony and pegasus mothers each lapping at a pierced nipple and pulling at the gold bar running through each nub. Further down, her orange-sized balls were being licked and suckled upon by Octavia Melody and Cheerilee, savoring the taste of her nutsack as she watched the both of them finger themselves. Finally, there was Milky Way, who was using her tongue to explore the demonic folds of Talvira’s pussy. She slowly lapped up and down, tracing those demonic lower lips and delving within as she was groping her own huge milky boobs.
 
“My Empress? I’m terribly sorry to interrupt you dream, but…”

Suppressing a sigh, Talvira looked up to see the form of Nightmare Rarity standing above them. While she would normally love to spend some time with her governess from Manehatten, her dream had been an enjoyable one, and Rarity would not interrupt such a dream unless it was important.
 
“I do hope your reason for interrupting this dream is a good one, Rarity.” Talvira stated as she rose to her cloven hooves, her personal harem clambering away from her before vanishing from the dreamscape like mist. Her piercing golden irises bore a hole into the nightmares’ own, forcing her to take a step back.
 
“Oh, it-it most definitely is, My Empress,” Rarity stammered nervously with a bow. “I was perusing dreams across the empire at random and it would seem we have some newcomers in Equestria. From the north.”

At once, Talvira understood the meaning behind those words, her eyes widening for a second before her face settled into a content grin. “So, they’ve finally made their move, huh?”

“Indeed. Most of them were captured by part of Ponyville’s horde, but a few managed to slip through. They will certainly be troublesome.”

“And why is that?” Talvira chuckled as she turned to look back at her erotic fantasy.
 
“Because those two are Starlight Glimmer, Midnight’s former student, and Flurry Heart, daughter of Cadence and Shining Armor… An alicorn.”

This peaked Talvira’s interest, looking back at the corrupted unicorn. “An alicorn…? Why didn’t Midnight tell me Cadence had a daughter?”

“Flurry Heart was only a baby when you conquered Equestria, My Empress. Perhaps Midnight thought she wouldn’t have the fortitude to do something so daring.”

Talvira brought a hand to her chin in thought. “Interesting. And where did you say you detected them last?”

“In the Everfree Forest, My Empress.”

“What?!” Talvira’s shout echoed throughout the dreamscape, the air rippling from the noise, as the demoness’ expression switched from contemplative to angered in an instant.
 
“M-My Empress? W-What’s wrong?” Rarity stammered, raising her hands in-front of herself to shield her in case her mistress felt so inclined to roughhouse her a little.
 
Instead, Talvira took a few deep breaths, though her annoyance still shone through her expression. “What’s wrong is the very reason why I’ve barred you and your friends from ever approaching Ponyville or the forest. Harmonious magic.” With Rarity giving the monster ruler her undivided attention, she carried on as she began pacing. “Magic like that of the Tree or Elements of Harmony are our one weakness. I’m eternally grateful you six heroines were too hasty to use them against me before, but even though you’ve all been corrupted for decades, I refuse to let you near those areas. Getting too close could leave you damaged beyond the point of usefulness or, even worse, reformed.”

With her lecture done, she stopped and looked at the slimy dream mare once more. “Continue tracking them, Nightmare. I want constant updates as to their location, and don’t be afraid to have a little fun with them while you’re at it.”

A sinister grin stretched across Rarity’s face. “Oh, I’m well ahead of you in that regard, My Empress.”

Talvira responded with a fanged grin of her own. “Very good. In the meantime, I’ll send additional forces to help secure Ponyville and the Tree. We cannot allow them to fall into the enemy’s hands.” A pleasurable sensation drew a sudden moan out of the demoness, as her cock felt encased in something warm and wet, yet nothing was at her crotch. “It would seem somepony else wants me awake as well. Keep me informed on any changes, Nightmare. We cannot afford to be caught off-guard by these intruders.”

“Yes, My Empress.” Rarity gave a graceful bow, giving Talvira a great top view of the cleavage of her hanging breasts, before she and the rest of the dream faded away.





When Talvira opened her golden eyes, she found herself laying back upon the circular bed of her personal chambers. From the parted curtains either side of the balcony door, she could tell the first rays of dawn were filtering through the pink clouds that had blanketed Equestria during her rule. Again, the warm feeling around her stiff log of a cock washed over her and she looked down with a knowing smile at the culprit. Kneeling between her black-furred legs was an off-yellow pegasus mare, her faded pink-maned head bobbing up and down Talvira’s shaft. Noticing the fiendish ruler was now awake, she slid off the pole with an audible pop and smiled as she continued rubbing the cock.

“Good morning Talvira.” Sluttershy spoke softly, nothing but affection and a little lust filling her voice.

Talvira returned the tender expression. “Good morning, my love.” The fiend sat up, placing a hand on the yellow mare’s cheek before closing in for a loving kiss. Sluttershy melted into the kiss, her arms reaching up and around Talvira’s neck as the two swapped spit and entwined their tongues. They finally broke after a moment, gently resting their foreheads together. “You always know the best ways to wake me up each morning.”

“Well, there are better things I could do,” Sluttershy replied slyly, her hand returning to Talvira’s erect pole. Her slow pumping ceased, however, when her crimson lover took hold of her wrist.

“Sadly, I have urgent business to attend to. We could continue this little snuggle in the throne room though, for old times’ sake.”

Though she looked disappointed at first, Sluttershy nodded and brought Talvira’s hand up to kiss the back of it gently. “I’ll look forward to it. I need to check in on the children anyway, so I’ll meet you there.”

Talvira’s smile deepened as she leaned forward once more and planted a swift kiss to Sluttershy’s forehead. “That’s my girl.” With that, she rolled off the bed and striding over to the doors. Pushing them open, the anthropomorphic wolf guards outside their chambers stood at attention, two of them falling in step with the Empress as all traces of her softer emotions from just now disappeared beneath the hardened visage of an iron-fisted ruler.

“Summon Midnight Sparkle to the throne room immediately,” she informed them as she strolled through the halls of the castle, echoing with the sounds of mares being pleasured. “I have need to mobilize a few hordes as soon as possible.”





“Wait, what do you mean ‘short on time?’” Flurry asked as she was helped to her feet by Bonbon.

The three looked as the image of Twilight Sparkle disappeared and the map returned; this time it displayed two large swarms of red lights approaching from Canterlot. One was beginning to deviate south towards the Everfree Forest, while the other was marching straight towards Ponyville.

“They began their journey a few hours after sunrise, and shall arrive soon.” Twilight’s voice answered before her image reappeared again. “These beasts are more heavily armed than the ones you have just disposed of, and I lack the strength to stop them. Your only chance to continue your journey is to leave Ponyville now.”

“B-But… the others,” Flurry looked back towards the hallway behind her that led back outside the crystalline castle. “There’s still mares out there we need to save. We can’t just leave them.” A hand rested on her shoulder as she turned to see Starlight looking at her with a torn expression. 

“Flurry, I know you want to help them. I do too, but you’re in no condition to help those outside and if the Tree of Harmony’s telling the truth, we won’t even have time to save ourselves and everypony in the castle.”

“Then just one,” Flurry shot back, her tone growing desperate. “Let me save just one mare then. Please Starlight.”

Starlight looked into those blue eyes and sighed, turning to look to the side. “Fine. Save her then.”

“Who?” Flurry followed her aunt’s gaze and found it resting upon the mare with the massive breasts, still standing in a daze in the same spot as before.

“Mrs. Cake,” the unicorn answered before looking back at her alicorn niece. “Pound and Pumpkin’s mother.”

At this revelation, Flurry’s eyes widened before whipping back to the mare in question. Immediately her promise to her two best friends came roaring back into focus; a promise to find their parents. Her choice made, she nodded in acknowledgement to Starlight before hurrying over with teleportation crystal in hand.

Meanwhile, Bonbon came up to Starlight’s side. “So, where to next?”

“We need to get as far away from Ponyville as we can,” Starlight reasoned out loud, looking back at the map. “I think our best bet for now is to head further south and regroup once we’ve found a place to rest. And given the terrain, I think it’ll be easier to find a hidden campsite around Appleloosa than on a flat-looking farm.” Bonbon nodded, and following the tell-tale flash of a teleport, Flurry soon re-joined the older mares as they approached the table, the image of Twilight following them.

“If you can, please transport us to just outside Appleloosa?” Starlight asked a little nervously, but the image of the mare they admired smiled and raised her hands. A light began building from the table surface before being mirrored by the lights shining from the tree-root chandelier up above. The lights grew so bright that it encompassed the three mares’ entire vision before the spell finally fired, with the final words from the Tree echoing in their mind.

“Be safe, brave travelers. Equestria is depending upon you.”





When the light faded, Flurry, Starlight and Bonbon lowered their arms as they gazed upon their new surroundings. Gone were the crystalline halls of Twilight’s castle, now replaced by rust-colored sand, rocky formations that led into high hills off in the distance, and before them a seemingly out of place orchard of apple trees. A cursory scan of the environment revealed they were safe, for now.

“So, what now?” Flurry asked, bringing her large wings around to cover her grown melons since her suit no longer could. “Head straight for town and try to sneak in?”

“After what we’ve been through today?” Starlight answered tiredly. “No. We need to find somewhere to settle down and rest. We can figure out how we’ll find Applejack tomorrow.”

“Besides,” Bonbon added, nodding skyward. “Light’s starting to fade. I imagine we’ll only have a few more hours of sunlight left and we don’t want to get caught outside at night.” The other two mares nodded, but their expressions grew concerned when Bonbon walked towards the apple trees.

“Bonbon, don’t!” Flurry nearly shouted, rushing forward to grab the earth pony by the wrist, only for her to turn around and cover her mouth, her eyes returning to a defensive scan that showed no incoming threat. For how much longer that remained the case remained to be seen.

“Why are you shouting? I’m just going to get some apples for us to eat.”

“No. Don’t take them.” Flurry pleaded. “We took some from Sweet Apple Acres and I think eating them is what caused our milk problem.”

“She’s right.” Starlight spoke up. “When I was caught by the Flim Flam brothers, they were force feeding me apples from the farm. We have no idea if these apples are like those, but I’d rather we don’t take the chance. It just… makes things harder to focus when it’s… sloshing around in there…” Starlight slowly looked down at her four globes, resting a hand on one as she could feel the milk building up within, just waiting for another chance to break free. A gentle touch roused her from that train of thought, looking up to see Flurry with a hand on her arm and both she and Bonbon looking at her with worry.

“S-Sorry,” Starlight shook her head, unintentionally jiggling her tits side to side. “I’m okay. Let’s get moving before somepony sees us.” They nodded and moved out, searching for refuge. They started within the apple orchard itself, but after spotting a barely-clothed stallion tending to the trees, they silently backtracked and left. Flurry wanted to take to the skies to find a better location, but she knew with her coat color she’d be easy to spot against the pink clouds. 

Finally, after a few hours, Bonbon managed to locate a cave as they ventured deeper into the hills south of town. It wasn’t a very deep cave, probably only fifteen to twenty feet in, but it was enough to hide from any search parties in the area. Like in the forest, Starlight used her magic to conceal the three even further; disguising the cave mouth as part of the rocky wall in open into. With their camp site decided upon, Starlight then summoned a magical smokeless flame, which the mares huddled around. They each opened up one of their ration packets, enjoying the meal within. Bonbon explained Sunburst had enchanted them with nutrition and energy-giving spells, meaning one ration split across the day would be enough to keep them well fed.

It was as they were eating that Flurry’s gaze was drawn back to her aunt. Namely, her chest. Though hers were slightly bigger, Flurry couldn’t imagine having to carry around an extra pair, especially when all four breasts were producing milk at a faster rate than her own were. Swiftly brushing aside the temptations at the fringes of her mind, Flurry rummaged through her bag.

“Starlight?” She asked, capturing the attention of the two older mares as she pulled out a reformation gem. “I know you said we need to conserve these, but you really need this now. I don’t want you getting caught again, and you did daze off earlier.” Starlight looked at the gem, then to Bonbon, then back to Flurry before sighing. 

“Okay.” She finally agreed, closing her eyes and waiting for Flurry to begin.

Flurry took a deep breath before leaning forward and touching the gem to the top pair of Starlight’s breasts. The gem began shining brighter and brighter, illuminating the cave more than the fire did. Starlight’s voice could be heard over the hum of the gem’s ringing, but soon enough the light and sound faded away, and Flurry uncovered her eyes as the gem turned to dust in her hands.

Starlight’s corruptions had reversed, though not nearly as much as Flurry had hoped. While the unicorn’s second set of breasts had vanished completely, the original pair had barely shrunk; if Flurry was to guess, no more than a few cup sizes. Starlight panted softly as she opened her eyes and gave her niece a soft smile.

“I… I’m okay,” she said, answering Flurry’s unspoken question. “Really, I am. It feels… lighter in there.” She looked down at her slightly smaller bust, noticing the churning feeling of milk production had decreased significantly. It was still there, but nowhere near as concerning as before. Satisfied, she was able to actually close the zipper of her stealth suit, though her chest did still fit very tightly.

“I thought the gems would’ve done more,” Bonbon spoke up, voicing a question that had emerged in Flurry’s mind as well as the young alicorn scooted over and leaned against Starlight, trying to ignore the way her own bust squished against her aunt’s arm.

“I guess it’s trying to deal with multiple corruptions at once?” Starlight suggested. “Sunburst found the process to create the gems in ancient texts, it’s only natural there might be one or two issues with them.” The pair were distracted from they discussion by a big yawn from Flurry.

Bonbon smiled. “Well, I think we’ve earned our rest tonight. We’ll need to be up bright and early if we want to get a good feel for getting into town tomorrow.” She moved over to sit against the wall beside the other two, though not touching as they were.

Starlight nodded before unleashing a yawn herself. “Yeah, good idea.” With her last act, the unicorn added alert glyphs to the illusion masking their presence, then joined Flurry and a drowsy Bonbon in descending into slumber.





Bonbon was unsure where she was.
 
Flurry and Starlight were gone. The cave was gone. Her clothing and equipment were gone, baring her modest B cup boobs and sizable behind. Thankfully nopony was around to see her in her birthday suit, as she stood in what seemed to be an endless void. It unnerved her. She’d faced off against some of the most terrifying beasts known to ponykind, but the sheer loneliness of this place was triggering something deep within her.
 
“H-Hello?” She called out, hoping for a response, any response. She knew it was a dumb move to do so, but the ancient herd instincts were kicking in hard now, and being alone was a far worse feeling than revealing herself. At least if she was attacked, she knew she could handle herself and she wouldn’t be alone.
 
As if answering her call, a wooden door slowly faded into existence a few feet before her. Again, her agent training was screaming “Trap,” but there was little other direction for her to go. Bonbon imagined she could be walking for ages if she left this place, or that she would soon circle back to the door should she try to leave. With a calming breath, she placed a hand around the ebony doorknob and pushed it open.
 
The inside was not what Bonbon had been expecting. Behind the door was a room straight out of one of those corny love hotels, lit by wall sconces of a green hue. The drawers lining the sides of the room were littered with numerous different sex toys, while on the wall above the large rectangular bed was an ivory statue of Princess Celestia. The statue wasn’t like others she had seen before, however, as it was posed like it was being crucified, with a pleasure-drenched expression adorning the Princess’ beautiful face. The door being closed behind her confirmed she’d fallen for the trap and she turned to see her assailant. When she did so, however, shock and heartbreak flooded throughout her body.
 
“L-Lyra?”

Standing in the doorway was indeed the mint-green unicorn… though not as Bonbon remembered her. As she walked towards her lover, Lyra’s hips swayed sensually. She was wearing a set of lacy navy-blue lingerie, though the bra was useless at this point given the breasts they were supposed to contain spilled over the top of them. Easily F cups when before she had only been a DD, the udders were secreting milk as a lecherous smile adorned her face.
 
“L-Lyra? What happened to you? Where are-mmnf!” Bonbon’s questions were cut off when Lyra closed in and kissed her. Her arms draped themselves around Bonbon’s neck, bringing them closer and pressing the milky orbs into her own. For a fraction of a second, something at the fringes of Bonbon’s mind urged her to let go, to accept this for what it was; one more night with Lyra. She had dreamed of such a thing for years…
 
But not like this.
 
“Lyra!” Bonbon yelled, pulling herself out of the kiss and firmly grabbing the unicorn by the shoulders. “What’s gotten into you?!”

Lyra merely tittered at this outburst. “Harder, Bonbon.”

So shock was Bonbon by this statement, so out of character for the unicorn, that she was too slow to react when Lyra’s horn lit up. A golden aura lifted Bonbon off of her feet before throwing her onto the bed. Four metallic clicks rang out as the earth pony looked up and down to see her wrists and ankles bound to the bedposts by four fuzzy pink handcuffs. Bonbon struggled to free herself, but the cuffs wouldn’t budge. Lyra’s giggling drew her gaze back to her corrupted lover, as the unicorn strolled over to one of the drawers and collected a large and girthy dildo vibrator before approaching the bed.
 
“L-Lyra, you… you don’t have to do this.” Bonbon insisted, hoping she could talk her out of whatever was driving her to do this. “We’re going to save you. All of you.”

“No, Bonbon…” Lyra responded, her voice dripping with a carnal need as she clambered onto the bed and knelt down between Bonbon’s legs. “I’m the one saving you.”

Without another word, Lyra bent down and began licking Bonbon’s pussy, immediately awakening years of desire held at bay by the agent. The mint-green mare always did know the best spots to tease her lover, and went achingly slow as she traced the edge of her pussy lips again and again before flicking the cute little button at their peak. Each lick sent a spasm of pleasure throughout Bonbon’s body, her legs pulling in vain to free themselves from the cuffs, only for each effort to be ruined by another wave of bliss. After a few minutes of this, Bonbon was panting from the tongue lashing, both her upper and lower lips drooling. Lyra beamed at this, and brought the dildo to the earth pony’s entrance.
 
“N-No, Lyra… P-Please, doooOOOOAAAAAARGH!”

Any hopes Bonbon had of talking her lover out of this were dashed as Lyra pushed the massive toy into her pussy. It stretched her painfully as inch by inch it submerged itself into her folds. But the only thing Bonbon was feeling was pleasure; enough to addle her brain and leave her panting. It wasn’t until she felt something on her stomach that she noticed Lyra had moved, now straddling her belly and wearing that same lustful smile.
 
“Open wide, Bonbon,” Lyra spoke up, her hands moving to either size of her massive milky melons. “It’s about time I gave you a taste of my own sweet drops.”

Ignoring the terrible play on words, Bonbon couldn’t help but drop her jaw. Lyra very rarely, if ever, brought up Bonbon’s secret identity. To the best of the earth pony’s memory, the only time they’d talked about it at great length was shortly after Cranky and Matilda’s wedding. To think that she would use that name as playful bedroom banter was jarring in the extreme. 
 
This shock lowered her weakened defenses even further and, with a glow of golden magic, the vibrator was switched on. A wordless cry of pleasure roared out of Bonbon’s mouth, only for Lyra to lean down and bury both of her nipples inside. One squeeze to her boobs and the milk began flowing, with the earth pony mare left with no choice but to swallow the dairy bounty. The unicorn kept this up for what seemed like forever, as with each gulp of milk down her throat, Bonbon felt drowsier and drowsier, only to be shocked back to lucidity with each jolt of pleasure from the vibrator. Lyra pressed her attack; she began humping Bonbon’s stomach as she raised and lower her torso to help pump more milk into her lover. Further down, as the girthy toy continued its ceaseless assault on her gushing pussy, Lyra’s silvery tail tickled her partners’ clit. Brushing over it and lightly slapping it, the pleasure for such an act sending jolt after jolt up Bonbon’s spine. Finally, Lyra pulled her teats out of Bonbon’s mouth, leaning back to see the mare below in a daze. Her eyes were unfocussed and excess milk had splattered across her muzzle.
 
“Impressive Lyra. Now, let’s show her how good you’ve gotten at receiving pleasure.”

Bonbon heard a new voice, a familiar voice, command Lyra. Struggling to move, she turned her head to see the statue of Princess Celestia darken and change before moving free of the wall and standing proudly on the bed over her head. Despite the fuzziness of her mind, one thing stood out on this newcomer. Her cutie mark; three blue diamonds hidden beneath a glowing pink heart.
 
“Yes Ma’am,” Lyra replied with enthusiasm. Bonbon slowly started regaining her wits, just in time to see Lyra crawl on her hands and knees to stand above the earth pony on all fours, her huge bosom resting on her lovers’ stomach. This newcomer, Rarity she thought, fingered herself for a moment or two before growing a dick of her own just above her snatch. With a hard smack to one of Lyra’s ass cheeks echoing throughout the room and a squeal of delight from the victim following swiftly after, Rarity pulled Lyra’s panties aside and thrust herself inside the horny unicorn. Bonbon tried turning away, to not look at this debauched act mere inches above her face, but a blue hue of magic took hold of her head and pointed it up at the pussy being pounded above her.
 
“Don’t look away, Darling,” Rarity spoke in-between thrusts and slaps. “When you have such front row seats as this, it would just be so rude to ignore the performance, would it not?”

Not given any choice, Bonbon watched with watering eyes as her beloved was pounded again and again, moaning like a two-bit whore all the while. A click and a sudden pulse from within her reminded Bonbon that the vibrator was still wriggling away inside her cunt, though the sensations had definitely increased. Looking back up, she saw Rarity had increased the pace of her own fucking, pushing in and pulling out of Lyra at dizzying speeds. The unicorn was panting in hysterical pleasure, her milk staining Bonbon’s stomach as a blue glow enveloped the end of the vibrator and began plunging it in and out of her pussy as well. 
 
The two lovers were left moaning and panting from the assault until finally they came. Bonbon was the first to break, a wail of ecstasy escaping her as her femcum squirted around the still writhing toy lodged within her folds. At the same time, Lyra screamed in delight as Rarity hilted inside her and froze. Soon something white and sticky escaped the edges of Lyra’s clogged snatch and dripped down onto the panting face of the agent; some even landing in her mouth as the dizziness became too much and the room faded away.
 


 

“Bonbon! Bonbon, wake up!”

Familiar voices emerged as the first signs Bonbon was returning to consciousness, and slowly her eyes opened to see the worried faces of Flurry Heart and Starlight Glimmer looking down at her from within the safety of the cave. Her body felt like she’d taken part in the Running of the Leaves five times in one day, and with some effort she lifted her head to look down at herself. Her senses began returning quickly as she saw one of her hands lightly caressing one of her breasts while the other was within her pants. She quickly removed both, but the sticky fluid coating the hand from her pants made what had happened all the clearer to her companions.

“W-What happened?” She asked tiredly as she sat up, Flurry helping her to a sitting position and handing her a water canteen from the earth pony’s satchel.

“We woke up and found you masturbating in your sleep.” Starlight answered.

“Were you having a nightmare?” Flurry asked. “Starlight said she had one the other night, and I think it played a part in her breasts growing a bit yesterday morning.” Bonbon put the canteen down and thought back to her dream. Like all dreams, the details were escaping quickly, though there were a few that were seared into her mind for the moment. 

“I… I think so,” she began, holding her head in the hand that had not just been in her pants. “I was trapped in a room… and I was being raped… by… Lyra…”

“Lyra?” Flurry asked after Bonbon trailed off, then looked to her aunt for answers.

“Lyra was Bonbon’s partner before the fall of Eqeustria,” Starlight explained, immediately earning a look of sad recognition from the young alicorn.

“Also…” Bonbon continued, recapturing the attention of the other two mares. “I… I think Rarity was there as well.”

“Wait, Rarity?” Starlight asked, and when Bonbon nodded, her brow furrowed. “She was in my nightmare too. I don’t think her popping up twice in separate dreams is a coincidence. She might be working for the enemy.”

“What?” Flurry nearly shouted, rising to her feet. “But-But you always told me Rarity was a hero, alongside my aunt Twilight and their friends.”

“They’ve been trapped down here for twenty years, Flurry,” Starlight replied softly, moving over and placing a hand on the princess’ shoulder. “It would be a miracle for anypony to survive that long with their sanity intact.”

“Uh, girls?” Bonbon asked, the two looking back to see her slowly rising to her feet. “Do either of you hear that?”

Aunt and niece fell silent and, sure enough, they heard it. A faint, booming sound emanating from beyond the mouth of their hidden cave. The three looked back to each other and a silent agreement was made. As quietly and quickly as they could, they began packing up their campsite and preparing to move out. Making sure no one was waiting outside for them, they slipped through the illusionary wall, though Starlight kept the spell going should they need to hide once more. The booms continued to echo out, though what surprised the party was that the sounds were coming from further into the hills and away from Appleloosa. They clambered over the hills as the light was beginning to filter through the clouds, ensuring they watched their step lest any trip cause them to fall or be discovered.

Crawling to the peak of one such hill, they looked up to see something darting about in the sky. Whatever it was it was fast. Fast enough to leave on a trail colored like a rainbow. Flurry was about to ask what, or who, that could be, but Starlight and Bonbon just stared up at this thing, transfixed by the mere sight of it. Whatever it was then soared up high into the sky and paused a brief second before rocketing into a dive at insane speeds. As it descended, a cone of light and arcs of lightning formed around its tip, sharpening as it descended.

But just as quickly as it had been plummeting to the ground, it suddenly stopped mid-air. For a brief second Flurry saw an orange pegasus mare with a rainbow-colored mane and tail, before the cone she had built up became like a trampoline of air pressure and flung her back into the sky in an out-of-control spiral, screaming all the while.
> Chapter 8: Honesty
> --------------------------------------------------------------------------

Flurry’s instincts kicked into gear as she saw the pegasus tumble uncontrollably towards the ground, her large wings snapping open while simultaneously baring her enlarged bust to the world. Before she could rocket into the sky, however, an aqua aura engulfed the falling pony and slowed her descent. Looking to her side, she saw Starlight Glimmer’s horn was alight, her staff guiding the newcomer’s path. Once her momentum had finally slowed, Starlight then levitated the unknown pony over to them.

The first surprise was this mare was unaltered. Flurry had almost expected every female in Equestria to be treated and modified into debauched slavery, yet this mare showed no signs of that at all. Apart from her orange coat and rainbow-coloured mane and tail, she also wore circular goggles over her closed eyes and a selection of black clothes; a plain boobtube over rather small breasts, a matching short vest that was left open and a pair of small, navy-blue panties beneath crotchless denim chaps. Beneath the straps of the chaps, Flurry spied the mare’s cutie mark; a rainbow-coloured apple with wings stretching out from either side.

“Is she…” Flurry asked as the unicorn lowered her softly onto the ground.

“She’s alright,” Starlight answered, lowering her staff. “I cast a sleep spell as I caught her. Let’s tie her up and take her back to the cave. Hopefully we can get some information out of her.”

“Wait, what?” Flurry asked, as Bonbon pulled out some rope from her own satchel. “We saved her only to kidnap her?”

“We can’t trust every pony we meet anymore,” Bonbon spoke up, keeping her eyes on her work as she tied up the mare. “You were right not to trust Zecora so quickly. Just because she doesn’t look corrupted, doesn’t automatically mean she’s an ally.” 

Flurry could see the logic in her argument. It would be the safer option to assume this mare meant them harm, and she could provide valuable intel about Appleloosa and the threats therein. But somewhere, deep down within her soul, Flurry felt this was wrong. Regardless, Bonbon soon had the flier bound in ropes and Starlight helped levitate her back into the hidden cave. Their journey back inside was swift and uneventful, though once inside, Starlight strengthened the illusion and added protections against being detected by smell.

“There,” she said to herself. “Perfectly hidden for the time being.”

“Except from Rarity,” Bonbon countered as she sat the pegasus down against the cave wall. This drew the attention of her companions as she stood back up to face them. “If she’s working for the enemy like Starlight said, and appearing in all our dreams, it’s possible she’s tracking us. We won’t last long if she’s constantly aware of our location and passing it along.”

“Okay,” Flurry piped up. “So, what do we do about it?”

“Until we find her…” Starlight answered, a hand brought to her chin in thought, “we could ask Sunburst for help.”

“Uncle Sunburst?” Flurry asked as Starlight went rummaging through her bag and pulled out a quill and paper. With now smooth surface in the cave to write on, she took both items in her magic and began jotting something down. “I thought the teleportation crystals couldn’t track us unless we used one.”

“That’s right,” Starlight explained, not taking her eyes off the note she was penning. “But that’s primarily for teleporting living beings. When transporting inanimate objects, it’d be easier using Spike’s dragon fire. I’ve spent enough time around him to create a replica spell.” Satisfied with the note, she replaced her magical grip on it with a physical one and rolled up the note. She then concentrated, her normally aura-coloured aura turning a vibrant green before the note burned up in a flash of green flame. The smoke whisked away on an ethereal breeze, out of the cave and out of sight.

“And what about her?” Bonbon asked, jabbing a thumb at the slumbering pegasus.

“We wait for her to wake up, then we interrogate her for information.”

“I still don’t like this,” Flurry thought out loud, wrapping her arms and wings around herself as she simultaneously covered her exposed rack. “I know we shouldn’t trust everypony we meet, but something about this feels wrong.” Starlight walked over and placed a hand on the alicorn’s shoulder, prompting Flurry to look her in the eye. 

“I know you don’t like this. I don’t like doing this either, but we don’t have a choice at this point. At the very least we’ll treat her better as our prisoner than what she and others would treat us.” Though her face portrayed just her disdainful this course of action was for her, Flurry still nodded. Starlight brought her into a gentle hug, then stood by the entrance of the cave and kept watch while they waited.

It turned out they had to wait most of the day for the mare to finally awaken, her magenta eyes finally fluttering open near midday. The moment she saw her surroundings and her captors, she immediately set about trying to free herself. Alas, Bonbon’s knots held fast, and her efforts were stalled when Starlight summoned an orb of bright light and shone it at her face.

“W-What’s goin’ on? Where am Ah…?” She asked in a similar accent to that of Applebloom, still fidgeting in her bindings. Her question trailed off, however, when she noticed the cave they were in.

“We’re the ones asking the questions here,” Starlight responded, but her questions died in her throat at the sight of the young pegasus. Her eyes were wide with fear. Not of her, or the situation, but their surroundings. She was on the verge of hyperventilating, her panicked struggles escalating.

“No… No! Ah, Ah need ta get outta here!” She squirmed and fought against her bindings, but all this did was make her fall onto her side. She looked up and saw the cave entrance, but she couldn’t move any closer to the outside world. She looked back at the three other mares; the look of terror unmissable in her maroon eyes. “Please, let me out! Ah need ta see the sky. Please!”

Unable to take this, Flurry stepped forward, ignoring Bonbon’s call as she knelt before the scared prisoner. “Are you afraid of being underground?” She asked as delicately as she could, ensuring there was no malice in her tone. The mare nodded furiously, still struggling towards the exit. “How about this; if I put you in a spot where you can see the sky, then will you answer our questions honestly?”

“Yes! Ah promise! Now please let me see the sky, dangnabit!” The pegasus answered on the verge of tears, desperation impossible to miss in her voice. With her magic, Flurry encased and lifted the mare up off the ground and sat her back up against the wall, now a few feet from the cave entrance. With the pink clouds above visible once more, the young prisoner visibly relaxed with a long exhale. Her breathing slowing down and her nerves settling, the pegasus looked back up at her captors.

“T-Thank you.” She muttered, giving a genuinely grateful look to Flurry Heart before her features hardened. “Now let me go.”

“That wasn’t the deal,” Bonbon shot back, crossing her arms and scowling back at the bound mare. “You promised to answer our questions if you could see the sky. We held up our end, now you hold up yours.”

Flurry was about to speak up, but a sigh from the prisoner stopped her. “Alright, fine. Apples always honour their word.”

“Wait, you’re an Apple?” Starlight asked, the shock written across her features mirrored for an instant by Bonbon.

“Course Ah am. Name’s Zap Apple; fastest flier in all o’ southern Equestria.” Flurry noticed this Zap couldn’t help but smirk slightly with pride at that little title she gave herself.

The two older mares looked at one another before turning back. “So…” Starlight led in, “You’re related to Applejack, then?”

This caught Zap off guard for a moment. “Applejack…? Our family’s big, sure, but Ah’ve never known anypony named Applejack.”

“How?” Bonbon asked incredulously. “She’s the most famous Apple alive.”

“Maybe you’ve seen her before?” Starlight asked again. “Orange coat, blonde hair, green eyes, three red apples for her cutie mark?”

Zap’s eyes narrowed in confusion the more descriptors Starlight rattled off. “T-That sounds like my Ma, but… no, she don’t look like that. Her coat’s bronze, and she has gold tentacles instead o’ hair…. But… Her cutie mark’s three red apples. Then again, they’re under a glowin’ pink heart.”

Again, Starlight turned back to Bonbon and nodded before addressing Zap. “Okay, that’s all we need to know. Thank you for being honest with us. Bonbon, let’s move. I want to get a better look at the town, figure out what we’re facing. Flurry, you stay here. Keep our guest safe.” With the plan explained, the older mares gathered their equipment and headed out the cave entrance. Before they could get too far, however, Flurry grabbed onto Starlight’s hand. The look she gave her aunt nearly broke the unicorn’s heart, but she placed a gentle hand to the princess’ cheek.

“We’ll be back before sundown. I promise.” Flurry looked for something, anything to tell her this was a white lie, but when she couldn’t find it, she simply nodded and let them head off, walking back inside the cave and plopping herself down next to Zap Apple. For a few moments, the only sounds to be heard were the wind outside and the breathing of the two young mares sitting side by side.

“Ah don’t get y’all.”

The voice made Flurry jump a little, but she looked over to its owner in the bound pegasus, looking back at her with a confused expression.

“Ah mean, first you kidnap me, then you play nice, then interrogate me before havin’ a heartfelt farewell? Who are you three an’ what are y’all doing here?”

Flurry faced an internal crisis on whether to say anything, Bonbon having thrown her own words from the previous day back at her only a few hours ago. But Zap had been honest with them, as far as she could tell, and there was still that gut feeling she had that capturing her had been the wrong decision. Glancing back over at the pony awaiting an answer, Flurry used her mother’s old breathing technique to calm her nerves.

“Okay,” she began, “if I’m going to answer your questions, I think it’s only fair if you answer mine as well. We can take it in turns, but we both need to be completely honest with each other for this to work. That sound okay?”

“Ah already promised Ah’d tell the truth. Plus, my Ma would beat me black n’ blue if Ah lied. She’s mighty strict on bein’ honest.”

Flurry nodded at this, daring to show a small smile as she took another big breath. “Well, since you asked first, here goes. Starlight, Bonbon and I have come from up north.”

“Ah figured that much.” Zap interrupted, putting a small dent in the alicorn’s enthusiasm before she continued.

“I mean, really far north. Our home’s the Crystal Empire; about as far north as you can go, and is one of the last-”

“Wait an apple picking minute!” Zap reacted suddenly, turning to stare at Flurry in shock like she’d grown a second head. “If y’all came from that far up, that’d mean… You passed through Ponyville, didn’t ‘cha?”

Flurry tilted her head slightly in confusion. “Uh, yeah. W-We did come through Ponyville to get here. Is that bad?”

“N-No,” Zap shook her head, almost blushing a little at her outburst before shaking it off. “It’s just… Ma told us she’s from there, and always wanted t’ go back. Show us the ol’ farm where she grew up, an’ maybe introduce us to the rest o’ the family if they’re still up there.” Her face lit up in excitement again. “Oh, did ya happen to pass by Sweet Apple Acres? That’s the family farm.”

As the pegasus prisoner went on about her family’s farm, sweat began building up on the back of Flurry’s neck with realisation. The memories of what she saw in that warehouse a few days ago surged back, especially the sight of Starlight being milked whilst trapped within Apple Bloom’s massive bosom. So ensnared by the vision, she didn’t snap out of it until she felt something nudge her. Looking back, she saw Zap staring at her in a mixture of confusion and perhaps the smallest amount of concern.

“Hey, you okay?” she asked, her maroon eyes locking onto Flurry’s blue ones. The scared gaze the alicorn gave back must have unnerved the Apple, as she leaned back a fraction at the look. After one more deep breath, Flurry faced her once more.

“Zap… I’m sorry you have to learn it this way, but… It’s… It’s about Sweet Apple Acres…”





Starlight Glimmer and Bonbon inched their way up to the edge of the rock they were using for cover. It had taken the two of them the better part of half an hour to reach the northern-most hills overlooking the town. Patrols were now encircling Appleloosa both on the ground and in the air, and Starlight considered them fortunate they hadn’t strayed too far into the hills just yet. Deciding their vantage point was good enough, Bonbon produced two sets of binoculars and they surveyed the town.

The perimeter of Appleloosa was macabre. Hung on the walls around the town were skeletons, the skulls having curved horns. If Starlight had to guess, and she prayed to Princess Celestia she was wrong, she assumed those bones belonged to the tribe of buffalo Applejack had once mentioned lived in harmony with the settler ponies. Further in, the dominant emotion morphed from dread to momentary confusion, then sorrow. At first glance the town seemed average; stallions going about their jobs as if Equestria never fell. But then the unicorn mage noticed the other inhabitants of the town. There was a plethora of bipedal monsters, mostly wolf men, that also walked the main road of town, as well as working in or around the town. As for the mares, the ones she could see were either dressed up and working as slaves, being led around on leashes like pets, or trapped in pillories where they became immobile sperm banks. A nudge from Bonbon caught Starlight’s attention, and she followed the pointing finger of the earth pony to the more concerning sight.

There, talking with a clearly frustrated expression to the gathered crowd around her outside a massive barn at the head of the main road, was, who Starlight assumed to be, Bad Apple. 

Her size was concerning. Upon four centaur-like legs, she towered over her minions. This was aided by the two tall horns that had seemingly replaced the former farmer’s hat. Like Zap said, Bad Apple’s coat was bronze, and her golden hair was a path of tentacles that travelled down from her head, onto her back and down the top of her equine barrel before extending to act as her tail. But the sight that widened the void growing in Starlight’s core was the cutie mark. Again, Zap spoke the truth; upon the centaur’s flanks was the image of three red apples beneath a glowing heart emblem.

“Applejack…” Starlight murmured quietly, feeling her throat tighten and tears threatening to break through at the sight of the once proud mare.

“Starlight?” Bonbon’s question pulled the unicorn out of her trance, looking back up to see the earth pony nodding skywards. The search patterns of the monsters and stallions was getting wider. “We have to head back. If we don’t leave now, there’s a good chance they’ll spot us.”

A quick glance back down at the town revealed Bad Apple entering the doors of the massive barn and though she desperately wanted to save her friend, Starlight knew Bonbon was right. They couldn’t afford to leave Flurry as the only mare standing in this mission. So, the two began the process of sneaking back to their hidden cave. Unlike the trip down to the edge of the hills, it took over an hour on the return trip due to the increased frequency of aerial patrols. One would have spotted Starlight had Bonbon not pulled her back into hiding at the last moment. Finally, they slipped back through the veil into the cave. As they two mares had just managed to catch their breath, however, they saw a sight that almost stole it again.

Zap Apple remained where she had been placed during their earlier interrogation, but she showed none of the stoicism displayed previously. She was crying, her soft sobs sounding deafening within the cave. Her head was bowed to touch her bent knees as Flurry Heart sat beside her, hugging her with a wing and softly stroking the prisoner’s chromatic mane. Upon seeing the new arrivals, Flurry slowly retracted her wing. She gave Zap a gentle squeeze on the shoulder before standing and meeting with the older mares.

“Flurry, what happened?” Starlight asked, her tone making it evident she was uncomfortable with the situation.

Flurry dithered a little under the gaze of her aunt, but one look back at the vulnerable pegasus steeled her resolve. “I continued questioning Zap while you two were away. We were being honest with each other, and when I got to telling her about Sweet Apple Acres…” The alicorn trailed off, though the other two ponies could easily gather it was not a pleasant conversation. Starlight turned and knelt before her prisoner, the movement drawing her attention. Zap’s eyes were red and puffy from the tears she had shed, but the unicorn noted the strength of character to not break eye contact even once.

“I-Is what she said true?” Zap asked, her voice choked up from the tears. “‘Bout the farm, an’ Auntie Apple Bloom an’ Sugar Belle?” Starlight’s expression softened as she wordlessly nodded. This elicited another choked sob from the young mare. “W-Why? Why would she stop us? Why keep us from our family?!”

“Who are you talking about?” Bonbon asked, her features still holding some slim slither of scepticism about Zap’s emotional display.

“Talvira.” Flurry answered, regaining the attention of her two companions. “She’s Equestria’s new ruler, and apparently a literal demon. She’s banned Bad Apple and all of Aunt Twilight’s friends from getting anywhere near Ponyville, though she never explained why. Then, when Bad Apple was threatening to take her whole family and march north, Talvira took one of Zap’s sisters as a hostage to make sure they followed orders. That was apparently ten years ago.” The eyes of Starlight and Bonbon widened as Flurry retold the story, shocked by the implications. The unicorn turned back to face the pegasus, sniffling as she met her gaze once more.

“Is this true?” She asked delicately, looking the young flier in the eye for any trace of deception. When none could be found, Starlight reached out her hand and, with it, gently took hold of Zap’s cheek. Zap jumped at the contact for an instant, but Starlight persisted and this combined with her compassionate gaze entranced the prisoner.

“I’m sorry.” Starlight spoke once more. “If you’ll let us, we can try to make things right. But in order to do that, we need to speak with your mother.” Zap was about to interrupt, but Starlight beat her to it. “We aren’t going to fight her. At least, we don’t want to fight. We just want to talk with her, and explain to her everything that Flurry did with you and more. But I get the feeling we’ll need your help to make that happen. So… do you want to help us?”

Zap was seemingly speechless for a few moments. Her jaw moved, but she seemed incapable of forming words until finally managing to cobble together a sentence. “A-Ah… A-Ah dunno…” Rather than the harsh rebuke or even the disappointed sigh that she expected, Zap was surprised once more as Starlight’s hand shifted position to pat her on the head as a soft little smile was beamed back at her. 

“That’s alright. Whether you want to or not, we’ll take you back to her. If I were in her position, I’d be losing my mind trying to find my daughter. I don’t think everyone else in town is willing to let us through however. So,” she stood up, turning back to face Flurry and Bonbon, “We’ll wait until evening before sneaking into town, then we’ll return Zap to Applejack and plead our case.”





Another patrol passed overhead, the beams of their handheld search lights scanning the ground below as the light of day had vanished hours ago. As they flew off to investigate another area, the four mares emerged from the shadows to finally enter the orchard of apple trees surrounding the settlement. It had been a harrowing hour or two navigating their way down from the cave and out of the hills, constantly having to pause to let the stallions and beastmen both in the air and on foot pass them by before continuing. Before they left, Zap had suggested they just walk into town and the guards would listen to her. Starlight and Bonbon had shot that idea down quickly, stating that though Zap would be safe, the other three ponies might not be spared given how the situation would look to any party that found them.

Starlight had, however, allowed Zap to be freed from her rope bindings. Bonbon wasn’t sure about it, but Flurry insisted she wouldn’t betray them and so far, as the rainbow-maned flier expertly led them through the apple trees towards town, that faith was proving to be well placed. The patrols were becoming less frequent the closer they got, and Zap led them around the back of some of the buildings towards the massive barn that had served as her family home. Flurry had to force herself not to crash into these buildings to save the mares she could hear moaning within. They would be saved, but their priority was getting Bad Apple onside first.

Finally, the four ponies snuck around to a back door. Flurry found it curious there were no guards, but Zap countered that not only were strangers a rare thing here in Appleloosa, but the Apple family weren’t ones to suffer intruders lightly. A muting spell from Starlight helped them get in unheard, and they snuck past their way through a laundry and past the stairwell heading upwards to reach the wall that led into the main chamber of the barn.

There, Flurry got her first glimpse of the former Element of Honesty, as Starlight and Bonbon got a far better look at her than hours earlier. The centaur pony would’ve been double their height had she been standing, but she was currently laying down on a large pile of hay. Her tendril-like hair twitched erratically; a sign Zap informed them meant that Bad Apple was anxious, as if the look on her face couldn’t give that away already. She was holding her arms crossed tightly, squashing breasts that were larger than what Flurry’s, and larger than her own head. From those compressed melons trickled amber streams. Zap had also mentioned to Flurry how her mother lactated the Apple family traditional Sweet Apple Cider. The four saw Bad Apple wasn’t alone, however. Sitting next to the large monstress were two earth ponies; a mare and stallion that both looked Zap’s age. The mare had a vibrant red coat and curling blonde mane and tail. She her clothing was a little more conservative than Zaps.’ A black and blue flannel shirt buttoned up over a modest chest and denim short shorts that stretched over wide hips. The stallion had an orange coat and short, messy brown mane and tail with a gold streak running through it. He wore a simple open brown vest, denim jeans that had worn-out tears at the knees and the former Applejack’s iconic brown hat.

“Those two?” Bonbon asked quietly, though in her mind she and the others could easily guess.

“Mah brother n’ sister.” Zap answered in another whisper. Her hands clenched and unclenched nervously, given what was about to happen, but a hand on her shoulder belonging to Flurry Heart and a reassuring smile from the alicorn gave the shot of courage she needed. With a deep breath, she walked out and into the room to meet her family. “Hey everypony, I’m home.” The three whirled around and within seconds Zap was grabbed by tentacles and brought into a tight hug from her mother.

“Zap Apple, where in tarnation have you been?!” Bad Apple nearly yelled, tears of relief threatening to burst through. “You had us all worried somethin’ fierce.” Zap was unable to answer, given her mother’s tight embrace forced her face deep into the large cleavage of bronze breasts. A few smacks on one of her tits convinced the centaur to put her down and hear her excuse. As her arms were retracted, only now could the trio of mares see Bad Apple had not one, but four cider-leaking nipples upon each tit.

“Let me guess; you were out practicing that fancy Sonic Rainboom o’ yours, right?” The stallion asked in a somewhat smug way, one that earned a short glare from the pegasus.

“So what if Ah was? It ain’t none a’ your business, Jona.”

“But it is mine,” Bad Apple interrupted, nipping the growing argument in the bud. “Do you know how much trouble you’re in? Ah’ve had half the town tearin’ the countryside apart tryin’ to find ya, and you were off practicing that darn stupid trick?!” Flurry winced from the volume of the talking to. She could remember a few occasions where she’d earned Starlight’s parental ire in the past, but imagined it must’ve been a lot worse coming from a towering monster mare.

“Ah wasn’t practicing the whole time. Ah…” Zap faltered a little, rubbing her arm before looking her mother in the eye. “Ah met a few travellers from up north. They want to talk with you, Ma, and you really need to hear what they have to say.”

“Ah can talk with them later, but right now Ah need ta-”

“Ma, they’ve been to Sweet Apple Acres.”

The addition brought silence to the barn. Flurry could see the sister covering her mouth with her hands, while the brother, Jona she thought his name was, just let his hang open in shock. Bad Apple, meanwhile, turned and stared at her daughter. Shock widened her eyes and froze her limbs. Even her tendril-like mane and tail hung in place at the news. Zap took another deep breath before stepping forward.

“It’s hard to believe Ma, Ah know. Ah struggled hearin’ it too, but Ah could tell they were tellin’ the truth. If you’ll just listen, Ah’m sure you’ll believe it too.” The silence returned, all eyes of those hidden and otherwise turned to the matriarch of the family. Her eyes darted back and forth as she considered things, then glancing at each of her children. Flurry, Starlight and Bonbon all held their breath as the tension built before Bad Apple finally sighed.

“Alright. Ah’ll listen. But if they’re lyin,’ then they’ll join the stables, and you’re in even bigger trouble than before, young filly.” She explained, weariness evident as she calmed herself down. With the approval given, Zap looked back into the hiding place. Flurry looked at her two companions, getting nods of readiness from each before she took a calming breath and stepped out, Starlight and Bonbon flanking her. The two siblings tensed for action but a lone tendril blocked their path as Bad Apple stared down the three newcomers, Starlight the foremost target in her sights. Another tense silence filled the room as Zap shuffled over to the side.

“Well, well,” Bad Apple spoke up, breaking the quiet as her tendrils slowly started swaying like a cat’s tail when on the hunt. “‘Bout time you crawled out from hidin,’ Starlight.”

“Applejack, I-” Starlight began, but got no further as one of the golden tendrils slammed into the ground before her like a whip, the crack reverberating throughout the room.

“That’s not mah name anymore! An’ the only reason Ah’m not breakin’ you three in right now is Zap sayin’ y’all have been to Sweet Apple Acres. So, tell me what Ah want to know. Now!” Starlight stood shocked and, truth be told, a little scared. Despite some of the signs that her old friend was in there, the fact that this newer version of her was willing to rape her without a second thought terrified her. She was so shocked she didn’t notice Flurry Heart has stepped forward until Bad Apple’s emerald eyes left her to focus on the young princess.

“Um, Miss Bad Apple…” A nervous shiver ran through Flurry, but another deep breath exercise and she regained her composure. “I’m sorry about Zap disappearing today. We all are. We didn’t know she was your daughter. If you’ll let me, I’ll tell you about Sweet Apple Acres. I’ll tell you what’s happened to Ponyville. I’ll tell you everything if that’s what you want to hear.” Remembering on how Zap had sworn to be honest throughout their time together, she summoned her courage for the last statement. “And I promise I will tell you the whole truth.”

Bad Apple knelt on her equine legs to lean in close to the alicorn, though Flurry stood her ground. “Good. Jus’ so we’re clear; Ah’ll know if you’re lying. If you do go n’ fib,” a tentacle slithered into view, “then Ah’ll use this t’ split Starlight in half.” With her threat delivered, she sat back up and crossed her arms, squashing her bosom and inadvertently drawing out more cider as she awaited the promised story.

After another deep breath, Flurry began her recounting of their quest. She told Bad Apple of the dream, the vision of her mother, that started all of this. She told of the assault on the train, and how they narrowly escaped into the orchards of the centaur’s former home. She explained the ruined orgy that Ponyville had become, and of her separation from Starlight and Sweetie Belle. Starlight timidly entered her submission to the story; explaining the horrors at the farm. How the Flim Flam brothers were in charge, and what they did not only to her and many other mares, but to Sugar Belle and Apple Bloom. This shocked all Apples in the barn, but Bad Apple most of all. She sat there, staring down at nothing in a state of growing frustration, dread and despair. Zap and her siblings came in for a hug, one the former element reciprocated. Flurry wanted to continue, but a hand on her shoulder from Starlight stopped her, and the three let the family have their moment. After a few minutes the four Apples disengaged, all of them with teary eyes as Bad Apple looked back up at Flurry.

“Jonagold,” She began, her voice still trembling slightly, though regaining the steel from earlier. “Ah need you to do somethin’ for me.”

“Whatever ya need, Ma.” The young stallion responded without hesitation.

“Ah need you to go out an’ find Cortland. Bring him back here, and tell everyone else we’re havin’ a town meetin’ right now. Let ‘em know we’ve found Zap as well.” Jonagold gave a stiff nod and hurried out of the barn. The governess then turned her attention back to the travelling party. “Y’all said you wanted to save Equestria, right?” Three heads nodded after an uncertain look between them. Bad Apple answered this with a confident grin. “Well, how can we help?”

“Ma?” Zap asked, sharing a confused glance with her sister. “You mean…?”

“Ah always knew Talvira was lyin’ to us about why she wasn’t lettin’ us back up t’ Ponyville, an’ taking Pink Lady from us was playin’ dirty. But this? She deserves a right ass whoopin,’ and if Ah can help in any way with that, then Ah’m onboard.”

“Ap-sorry… Bad Apple,” Starlight spoke up, catching herself before reaching into her bag. “If… if you want, we have a way to, well… to help return you back to normal.” She then pulled out one of her reformation gems. “This gem helps revert any form of corruption. I’m… not sure how well it would work on you, but if you want to return to what you were before…”

“Wait a minute,” the earth pony daughter spoke up. “Ma, what… if you do this, what if… what if you don’t want us anymore?” Zap didn’t speak up, but her looking away and rubbing her arm told Starlight she felt the same way. Bad Apple smiled softly, kneeling, and placing a gentle hand against her daughters’ cheek.

“Ambrosia… Ah admit Ah wasn’t a fan of how y’all came into the world, but no matter what happens to me, nothin’ will ever make me regret havin’ you and your siblin’s in mah life, and that’s the honest truth. Ah love all four o’ y’all, and Ah can only hope you’ll still love me after Ah change back to what Ah used to be.”

The young mare, Ambrosia, nuzzled into her mothers’ large palm as she wiped tears away from her trembling smile. “Course we will, Ma. Ah promise.” 

Zap gave her sister a hug as well, nodding her agreement up to her mother. With the guarantees from her daughters, Bad Apple turned back to the three newcomers. Both Flurry Heart and Bonbon had also pulled out a gem each and all three stood ready as the centaur shuffled herself closer. She took a deep breath, pulled all her tentacles away from the three ponies before her, and held out her palm. As one, Flurry, Starlight and Bonbon all touched their gems to her hand.

And with that, the interior of the barn was flooded in a radiant light.





“What in Tartarus is taking so long?”

Olgra grumbled as she stood at the head of the crowd, an annoyed scowl adorning her tusked features. 

She had been enjoying a nice fuck session with some new life stock carted over from Dodge Junction when one of her minions had informed the orc shemale of the news. Jonagold had told everyone Zap had been found, and that a snap town meeting had been called. Attendance was mandatory and, considering her brutish attitude had ruffled the longstanding enmity between her and Bad Apple, she probably couldn’t get away with skipping out on this one.

So, there she stood at the head of the massive crowd of monsters, ‘enlightened’ stallions and all their pet whores formerly known as mares that had filled the main road of town. Her muscular form stood out amongst the rest as she rested her large spiked mace over her shoulder in one hand, while the other tightly gripped the red mane of the same mare she was fucking earlier; sliding her head back and forth as her cock penetrated her mouth.

“Dunno, but it should be important if only the core family members are in the know.”

Olgra turned and looked down at the sand-coated earth pony known as Braeburn. He kept his gaze focused on the barn, knowing looking at the towering brute could spell trouble. She was surprised he’d answered her at all given, in the weeks following Empress Talvira’s ascension, she was about to kill the then injured stallion before Bad Apple stopped her and asserted herself as the new governess, kickstarting their animosity. Olgra chose not to respond, and instead threw the mare giving her head to the ground, her interest in the slut lost and adding to her annoyance. Said mare lapped up the precum on her muzzle and thanked she-orc before crawling into the crowd to find another cock to suck.

Finally, the doors opened and out came a surprising group. First were the four Apple siblings; Jonagold, Ambrosia, the black-furred wolfman Cortland and the recently recovered Zap. Then out came three mares the orc didn’t recognise; an earth pony, unicorn and, shockingly, an alicorn. 

But the biggest surprise of all was the last pony to step out. Instead of the imposingly tall centaur that had stymied her wanton desires, out stepped a tall orange mare with a blonde mane and tail wearing Jonagold’s hat, though there was a pair of small horns that curved forward beneath its brim. An unbuttoned red and black flannel shirt only just covered large breasts; somewhere around H cups. She also wore long denim jeans that hugged her thick thighs and stood on hooves rather than feet. Olgra was struggling to remember where she’d seen this mare before until the two locked eyes. Those emerald eyes bore into her darkened soul, and in an instant the orc realised who this was.

“Slumber: Last Rodeo!”

With this shout from Bad Apple, every single pony, mare and stallion alike, took on a dizzied expression and fell to the ground in short order. All the monsters seemed unfazed, though this did make Olgra notice many of those left standing were members of Cortland’s wolf pack, as opposed to members of her original horde that captured the town decades ago.

“What do you think you’re doing, Bad Apple?” The orc growled, stomping over the seemingly drowsy ponies at her feet as she lowered her mace off her shoulder and stared daggers at the orange centaur-turned-pony.

“Sorry Olgra,” she replied, mirroring the orc’s scowl. “Things’ve changed. Ah go by Applejack now. An’ you’re pickin’ a fight you won’t win.”

Olgra chuckled confidently. “And why is that?”

Bad Apple, no, Applejack looked to her taller wolf child, who simply nodded stepped forward. “Boys, form up!” Instantly, the wolfmen ran past the remaining horde and formed a wall between the family and the horde, weapons and fangs bared. The other monsters, seeing what was happening, moved up to flank Olgra, though the warrior noticed some had already turned to slink away from the impending fight.

“Y’all have two choices,” Applejack called out to the monsters opposing her as she cracked her knuckles. “Either stand down and follow mah orders, or leave Appleloosa an’ never come back! Make yer choice now!” A quick glance told Olgra that there were some within her horde looked hesitant. If something didn’t change, she could lose a big enough chunk of her warriors and defeat would be ensured. So, to pre-empt this, Olgra bellowed out a roar in challenge and charged the furry lines of wolfmen. 

Two barks had the dogs parting before her. Ahead, she saw Cortland, Zap and Applejack rushing towards her and her tusk-filled grin turned sadistic. Adrenaline flooding her system, she raised her mace and swung to take the wolf’s head clean off. Cortland ducked, the black-furred Apple slashing at her exposed shins with his claws. Despite the pain, Olgra pushed herself onward. The claws cut deep, however, and her legs couldn’t support her weight. As she fell forward, Zap dashed into view and backflipped; her foot catching the orc square underneath the chin with a kick and knocking her head up. This left her midriff exposed, which Applejack attacked with a spinning kick at full speed. The impact of the steel-capped hoof knocked the air out of Olgra’s body, followed by knocking her back at least fifteen feet in the air and rolling another five on the ground.

As pain flared throughout her body, Olgra’s vision blinked in and out. She saw two of her goons hook their arms under hers and drag her away. She saw much of her horde being thrown hither and yaw in glowing fields of aqua and gold magic. She saw others being torn to shreds by the wolf pack.

Finally, before the darkness took her, Olgra looked up and saw an orange trail of light shoot into the sky. Once it disappeared in the perpetual cloud cover, a bright light flashed into existence; clearing away the pink clouds of Equestrian Empire of Lust and revealing a star-filled sky over Appleloosa for the first time in decades.
> Chapter 9: A New Target
> --------------------------------------------------------------------------

“T-Talvira! I, huff, I can’t-ungh-hold out much longer!”

“Don’t you worry about me, my dear. Just let go whenever you’re ready.”

Both rulers of Equestria thrust their hips with growing speed and intensity, each of their thick members surrounded by a soft yet tight embrace. Within their shared master bedroom and surrounded by haphazardly strewn bodies of mares either drenched in cum or leaking it from their holes, Sluttershy and Talvira were on the verge of adding Derpy to that pile. Talvira was busy ramming her dick between the milky pillows that passed for the pegasus’ breasts as the grey mare ate out her cunt, while Sluttershy was busy filling the maid’s pussy with her stallionhood.

“C-Cum… cumming, I’m cumming!” Sluttershy panted, her pace quickening even faster before she hilted and twitched as she flooded Derpy’s insides with her seed. Shortly after, Talvira followed suit; her demonic cock throbbing in-between Derpy’s spraying tits and spraying rope after rope of spunk onto Sluttershy’s belly. Simultaneously, her pussy squirted her nectar all over Derpy’s face and down her throat. Sighing contently, the demoness leaned forward, gently taking her lover’s cheek in her hands as she closed in for a kiss, a move Sluttershy mirrored.

Their kiss, however, was denied as a splitting pain shot through both of their minds. They jerked back and clutched at their heads, the corrupted pegasus falling back onto the bed and pulling out of the immobile maid in the process. The pain numbed quickly, but she shook her head as if to reset her mind. Looking up, what she saw scared her; an emotion she hadn’t felt in a long time.

Talvira was shocked.

Her dark eyes were wide, her golden irises narrow. She was actively controlling her breathing to remain calm, though an erratic sway of her spade-ended tail told the former element bearer her demonic lover was gravely concerned.

This was confirmed when Talvira shot out of the bedroom. She broke through the balcony doors with enough force to shatter them before taking to the skies and soaring high above the moan-filled orgy that Canterlot had become. The feeling that rang through her brain directed her gaze south, and what she saw made her blood boil while a cold sweat broke out all over her body.

“Mistress!” She heard Midnight Sparkle’s voice call out. “Something’s wrong-” The corrupted alicorn didn’t get to finish, Talvira’s arm shooting out and tightly squeezing around her neck. Without looking at her, Talvira directed her subordinates’ gaze south, never releasing her vice-like grip over Midnight’s airways. Like her mistress, her eyes widened at what she saw.

To the south, over Appleloosa, the skies were clear.

“Yes, Midnight,” Talvira answered slowly, the anger in her voice growing with each moment, her grip tightening more so. “Something is wrong. On top of Governess Lamaria being killed yesterday, now it would seem Bad Apple has been uncorrupted. Do you have any idea as to who would be responsible?” Talvira didn’t allow an answer, robbing the former princess of friendship of even more precious oxygen. “No, let me answer that for you. I imagine it’s the handiwork of your former student, Starlight Glimmer, was it, and your niece. A niece you have, for twenty years, continuously forgotten to inform me is an ALICORN!”

With that roar of rage, Talvira shot down with Midnight helplessly along for the ride. They rapidly approached the streets of the fallen city, those denizens below scattering as the wrathful empress slammed her corrupted minion into the road with enough force to shatter windows and form a crater stretching from one side of the street to the other. All the while, Talvira hadn’t released her hold of the former alicorn’s neck, so very tempted to snap it like a twig as the purple mare desperately tapped her hand against the demoness’ arm.

“M-Mistress…” Midnight wheezed; her eyes wide with fear for her very existence. “P-Please-”

“No! I don’t want to hear your pathetic excuses.” Talvira yelled back, barely containing her rage as all observers who weren’t injured from the shockwave of their impact were quietly slinking away lest they attract their ruler’s wrath. Her red digits squeezed tighter, Midnight’s face becoming an even darker shade of purple. “If you wish to regain my favour, you’ll do as I command. First, you are to turn Canterlot into an impregnable fortress. No one gets in or out without your knowledge AND my approval. Second, you’ll send word to all remaining governors and governesses to do the same with their territories. Finally, and this is the most important one for your future so do pay attention, you will bend your considerable skill to capturing and bringing this group of do-gooders to me. I want them alive so that I can break them myself. Do you understand, Midnight?”

The suffocating alicorn gave the barest of nods as she gasped for air. Talvira held on for a few seconds more before releasing her grip. She looked over the near unconscious alicorns’ body, debating whether or not to rage fuck her right then and there. The spread black-feathered wings, the four head-sized breasts and the long yet currently soft horse cock, with a pair of orange-size balls covering her snatch. When her gaze moved lower, a cruel smirk adorned her face.


“Oh, and Midnight? Fail me again, and you’ll lose more than your legs this time.” To emphasise the point, Talvira stamped down on Midnight’s serpentine tail. It twitched a little as Midnight groaned in pain, still catching her breath. Her point conveyed, she eyed the few observers that remained, sending a visible chill down their spines with her mere glare before taking flight back towards her room and nervous partner.

As Midnight Sparkle slowly regained enough strength to get up once more, a scantily-dressed pegasus mare in the shadows of an alleyway grinned.





“Wait… that’s your brother?”

Flurry couldn’t contain her outburst when Jonagold returned from fetching him. Cortland, as Flurry had been informed his name was, was a wolf man standing at least seven feet tall and covered in black fur. He also wore a black and red flannel shirt, and denim pants that were torn to shreds from the knees down.

“And who’re you to talk to me like that?!” Cortland growled, with Jonagold trying to hold him back from stalking up to Flurry. Zap got in the way of her apparent sibling, a determined look meeting the glare from her canine brother.

“Cortland,” she spoke up, her voice calm but firm in its tone. “Lemme explain. These three are-”

And you!” Cortland went on, his snarling focus on his pegasus sister. “Do you know how worried you made us? How long we’ve all been searchin’?”

“Cortland, simmer down!”

The ears of the canine Apple swivelled, and he and everyone else turned up to the stairs from the upper level. Descending alongside Ambrosia was an orange earth pony mare; wearing a snug-looking pair of denim jeans that ended before steel-shoed hooves, an unbuttoned red and black flannel shirt that barely kept the mammaries that jiggled with each step decent, whilst simultaneously displaying an impressive six pack. Her blonde mane and tail were tied together at the end with a red ribbon, while atop her head was a dusty old brown hat; the same hat that Jonagold normally wore, though there were smaller bull horns that curved forward rather than up. But when the green eyes of that freckled face met his, instantly he knew who it was.

“M-Ma?” The wolf asked, shocked at the sight as Ambrosia guided her over, hovering nearby in case she stumbled having spent the past few decades on four legs instead of two. “W-What happened? Are-Are you-”

“Now don’t you worry none, Sugarcube,” Applejack soothed as she raised a hand and gently stroked the fur lining her lupine child’s cheek. “It’s me, an’ Ah’ve already chewed out Zap for her dissapearin’ act. But these three,” she swept a hand out to Flurry, Starlight, and Bonbon, “they’re old friends of mine. Well, Starlight n’ Bonbon are, anyway. They’ve helped me go back to what Ah was, what Ah used t’ be.” Cortland looked away, uncertainty in his amber eyes, but Applejack pulled his gaze back to hers. “Cortland, what Ah’m about to tell you is the honest truth; no matter what Ah look like, nothin,’ an’ Ah mean nothin,’ will ever change how Ah feel ‘bout you. ‘Bout all mah children.” At this, Zap, Jonagold and Ambrosia closed in, and together with their mother, hugged their lupine sibling. After a moment of hesitation, he returned the embrace.

“So,” Applejack went on as the family untangled themselves, “Ah can explain everythin’ later, but for now we need to save all those ponies out there. Think you an’ yer pack are up to chasin’ Olgra outta town?”

At this, the wolf Apple gave a predatory grin. “We thought you’d never ask. We’ll whoop ‘em good, Ma.”

Applejack nodded, and saw the rest of her family agreed. A look over to their guests showed they were willing to help as well, and the eight figures went out to meet the gathering outside the barn.





Flurry was staring in amazement.

Applejack’s utterance of some word of power knocked all the ponies, mares, and colts alike, unconscious. The hordes still loyal to this Empress Talvira were in open retreat, heading north back towards central Equestria. Sure, she and Starlight had thrown around quite a few monsters during the brief confrontation, but the stars had been the Apples and Cortland’s wolf pack.

But following the battle she was shocked, like most others who witnessed it, to see an orange light bounce out from Applejack’s chest and shoot up into the sky. The light released a bright burst and for miles around Appleloosa, the clouds parted. For the first time in many years, a clear night’s sky could be seen over the frontier town. As everyone stood in awe of the reopened heavens, the light floated back down in front of Flurry, before landing upon the blade of her sword and shining brightly for a moment. When the light dimmed, embedded just above the guard of the crystalline blade, was an orange gem in the shape of an apple.

“The Element of Honesty…” Starlight gasped as she, Bonbon and Applejack moved closer to see it.

As they looked upon it, Flurry felt her chest lighten a little and, looking down, saw her breasts had shrunk. It may have only been by about a single cup size, bringing her back down to an F if her estimation was correct, but it eased the strain that had begun settling in on her spine throughout the day. She also felt a strength in her limbs that she couldn’t remember being there before. Perhaps she was still running off the adrenaline high of the battle, but she could swear her arms looked that tiny bit more toned than they did that morning.

“Glad it’s in the hands o’ somepony Ah can trust.” Applejack said, giving Flurry’s shoulder a firm pat and getting a smile in return before she turned to face Cortland and a few members of his wolf pack. “Alright boys, set up a watch ‘round town. We don’t want Olgra an’ her goons sneakin’ back in.”

“You got it, Ma,” Cortland nodded, but before he could turn around, his mother grabbed his furry arm to regain his attention.

“An’ one more thing; none of y’all are to lay a hand on the mares in town. Ah’ll address everyone tomorrow, but no funny business, got it?” Cortland digested her declaration for a moment before nodding, as did his wolf pack when she locked that fierce emerald gaze on them. With that, she let him go and the wolves went to set up the defences. The farmpony then looked back to the rest of her family, as well as the three mares that helped bring her back. “Alright y’all, let’s get these ponies inside their houses.”

The group spent the next fifteen to twenty minutes placing the ponies within the less desecrated houses in town, Flurry personally removing any sex-linked objects or iconography she came across with magic while doing so. The seven ponies regrouped just outside the barn as a chilly wind blew through, sending a shiver through the nearly-topless alicorn.

“Let’s call it a night,” Starlight suggested. “I just hope Rarity doesn’t find us in our dreams again.”

“Who’s Rarity?” Jonagold asked, tilting his head in honest confusion.

“She means the Nightmare of Manehatten,” Applejack explained to her son, his eyes widening at this revelation. “And y’all have nothin’ to worry ‘bout. See that?” She jerked a thumb up to the barn, and the three adventurers looked up to notice something they hadn’t earlier; an intricate magic circle carved into the wooden walls of the structure. “Had Midnight Sparkle help me set that up years ago, so that mah kids dreams weren’t her playthings. Nopony’s gonna mess with our dreams so long as we sleep inside the barn.”

“Midnight Sparkle?” Bonbon asked, voicing the question on Flurry lips.

At this, Applejack looked away in sorrow, a hand clutching her arm and lightly rubbing it regardless of how it squashed her fleshy cider tanks. “It’s Twilight… She’s… corrupted, Starlight, just like Ah was. Like we all were.”

Starlight looked unsteady on her feet, her eyes widening in realisation at what had happened to her friend. The one pony that had saved her and Equestria from her past actions and shown her the right path. She jumped a little as she felt contact on her shoulder, seeing Flurry resting a hand there with a sympathetic look in her eyes. Aunt and niece quickly embraced, the unicorn fighting back the tears. With Applejack coming in to share a hug as well, she guided her saviours and children inside the barn for a long-awaited good night’s sleep. As the Apples gathered on the hay and Applejack began answering their questions about her past, Flurry, Starlight and Bonbon settled down a little distance away. A big yawn escaped the princess and, sharing a smile with her companions, laid back into a safe slumber for the first time in days.





Flurry awoke to shouting outside. Adrenaline quickly waking her up, she reached for her sword and shield, only for Starlight to place a calming hand on her shoulder.

“Hey, it’s okay,” she soothed. “Applejack’s boys are out there talking the crowd down.” At this explanation, Flurry calmed down somewhat and let out a big yawn. When she opened her eyes and stood up, she saw Starlight was wearing something new. It a small amulet; a hexagonal blue gem within a silver frame shaped like a butterfly.

“Hey, where’d you get that?” Flurry asked, pointing a finger at the new item.

“Oh, it’s the dream countermeasure we asked Sunburst for yesterday. We talked it over while you were asleep and Bonbon thought I should have it, given I was… modified, after my last encounter with Rarity… Unless you want it?”

Flurry thought about it for a moment, but shook her head. “Nah. I’ve been able to defend my dreams so far. You can keep it.” Starlight nodded, but then pulled out a scroll from her pocket and handed it to the alicorn.

“It’s for you, as are the clothes Zap and Ambrosia left there.” 

Taking the scroll, Flurry looked down to find a large shirt folded nicely beside where she had been laying; light blue with faint white lines running down and across the fabric. She nodded her thanks to her aunt who peeked through the barn doors before heading upstairs, then quickly donned the shirt. She reminded herself the need to thank Zap for getting a shirt large enough to accommodate her still enlarged bust, though she couldn’t ignore how the fabric rubbed up against her nipples and wished for a bra to wear along with it. Properly dressed, the princess settled back down on the hay and opened the scroll, revealing a letter from home.

Hi Flurry.
 
It’s me, Pumpkin. Here’s hoping this letter finds you safe and sound. I mean, when Miss Sweetie Belle came back looking like that, we got really worried for you. Pound’s trying to hide it, but he’s been spending more and more time training with Rumble. Button was with them too, but has barely left Sweetie Belle’s side since she came back.
 
Also, thanks for fulfilling your promise. I know you still haven’t found our dad yet, but bringing back our mom within a few days was more than what I dared to dream, and more than I could ask for. I don’t know how we’re going to be able to pay you back for this, Flurry. She’s doing well. Mom, that is. Well, as well as she can be. Sunburst and Flash Sentry agreed to save all the reformation gems for your quest in case you need more, but thankfully Mom was only under some mind control spell. I imagine having Pound and I visiting everyday helps keep her sane given how big she’s gotten.
 
Now don’t worry about me, Flurry. You’re the one in danger, remember?  Just keep your head on a swivel and don’t hesitate to call on me if you need help.
 
Love,
Pumpkin Cake.
 
P.S: Miss Apple Bloom says hi as well, and Lustre is already acting out how you’re kicking flank down there. It’s cute.
 
Though the letter brought a smile to Flurry’s face and a warmth to her weary heart, her eyes began to water. She missed them. Her best friends. She was so glad she was able to reunite them with their mother, but Pumpkin’s offer of assistance scared her. Images of what happened to Starlight at the farm, to Sweetie Belle in the boutique, to her at Zecoras’… She didn’t want to see Pumpkin, or Pound for that matter, endure that kind of cruelty.

“Hey.” Flurry jumped a little, looking up to see Zap standing nearby. The rainbow-maned mare was wearing a slightly different attire to the previous day; a dark red sports bra replacing her boobtube, yet she retained the small black vest. She was also wearing denim short shorts beneath her black chaps, and a pair of black cowgirl boots with intricate white lines decorating them. Her face, however, was shifting from smile to concern. “You okay?”

“Oh, yeah. Sorry, just… got a letter from home.” Flurry quickly wiped her eyes and stowed the letter in her pack, then stood to meet the pegasus’ unconvinced gaze. “H-How about you? Are you coping with what you learned last night, and what about what’s going on outside?”

Zap held her scrutinising look for a moment before sighing. “It’s… a lot. Ah mean, I knew Ma didn’t like Empress Talvira to begin with, what with her taking Pink Lady away and all. But… t’ hear what Equestria was like before… It sounds too good t’ be true.”

Flurry smiled but before she could say anything, a loud shout from outside interrupted her. “Geez, they’re really rowdy out there, huh?”

“Eeyup…” Zap answered with an uneasy sigh. Flurry gave her shoulder a supportive squeeze before the two turned and walked out of the barn. Immediately their ears were assaulted by a cacophony of shouts as Bonbon, Jonagold and Cortland stood before an angry crowd of ponies. The few wolfpack members she could see were acting as security for the family, though she could see some were getting tense.

“Everyone, please settle down.” Jonagold pleaded, yet his attempts were being shouted down. Some of them began shouting at Flurry once she and Zap joined the other Apples. They begged her to protect them, banish the monsters, punish the stallions of the town, and more. Flurry felt about ready to yell at all of them when a loud whistle gathered everyone’s attention. All looked back to the barn doors to see Applejack approaching the crowd, Starlight in tow behind her.

“What in tarnation’s goin’ on out here?” She shouted, taking centre stage as her hands came to rest on her wide hips.

“Applejack! Please, kick these monsters out!”

“What they’ve done, what they’ve made us do… They need to pay!”

“What happens when those other beasts come back?!”

“ENOUGH!”

The crowd went dead silent following Applejack’s bellow. Some had even flinched in fear, Flurry noting all the farmer’s children were in that category. After a calming breath, the honest Apple tried again.

“Look y’all, Ah get it. Things’ve been bad for ages, and everypony’s scared. Ah am too. Ah’m not ashamed to admit it. But Ah would be ashamed if Ah kicked my son and his pack out jus’ ‘cause they look different. Ah know it’ll take some getting’ used to goin’ back t’ normal, but Ah’m tellin’ you the honest truth when Ah say this; Us Apples are gonna do our best to turn our neck of the woods back into the Equestria of old. Ah know we’re gonna stumble here or there, but with your help, Appleloosa’ll back to normal, and then we’ll help put the rest o’ the country right, Ah promise.”

The speech over, Flurry noted a lot of faces with different emotions warring for dominance upon their faces, the most numerous being fear and uncertainty. They murmured as they mulled over the orange earth pony’s words, until a sand-coloured stallion stepped up to join the family.

“Ah don’t know about y’all,” he began, sporting a similar accent to the Apples, “But Ah’ve never known Applejack to give out promises she couldn’t keep, even back before she became a hero to all Equestria. Ah’m willin’ to vouch for her, ‘cause if there’s one pony who’ll turn this town ‘round lickity-split, it’s Applejack.” At this, a few ponies began clapping and cheering, and it soon spread among the populace of the town. Some even came up to apologise to Jonagold, Cortland and his pack, though there were some that still looked unconvinced.

“Thanks, Braeburn,” Applejack said, hugging her cousin.

“No problem, Cousin,” he replied, tipping his own hat to the mare as they parted. Applejack’s children joined them, as well as Flurry, Starlight, and Bonbon. “So, what’s next?”

“First things first; we need t’ sure up the town in case Olgra comes back. Jonagold, you’ll be helpin’ me with that. Cortland, you and Braeburn’ll head east and free Dodge Junction. Just ‘cause we’re free, doesn’t mean they are. And Cortland-”

“Ah know, Ma; no fucking without sober consent.” The wolfman cut her off, though both wore a small smile.

“What about me?” Ambrosia asked excitedly.

“There’re quite a few mares too messed up to help around town. Ah need you t’ escort them back t’ the Crystal Empire. You okay helpin’ them get there, Starlight?” The unicorn nodded, but the young Apple’s disappointment was obvious to all.

“What? C’mon Ma, Ah wanna help. How am Ah gonna do that from so far away?” With a kind smile that came from years of experience, Applejack walked up to Ambrosia and put her hands on her daughter’s shoulders.

“Ambrosia, Ah know you can help, and this is how. Ah sendin’ you to make sure those fillies are alright. Besides, if ya go, you’ll be able t’ meet your aunt Apple Bloom.” Immediately this caught Ambrosia’s attention. “…Ah need you to tell her that Ah’m sorry Ah wasn’t there for her, for our family. Tell her that Ah’m makin’ up for lost time an’ fixing my messes down here first. Once we’re done down here, Ah won’t rest ‘til we meet back up with you.”

Ambrosia took a moment to digest all of this in wide-eyed shock. Eventually, she found her voice once more, though it was hushed by her sense of awe. “A-Ah get to… to meet Aunty Apple Bloom?”

“Eeyup,” Applejack nodded, giving her daughter a fond pat on the head. “An’ knowing her, you two will get along like peas in a pod.” The younger Apple beamed at this and leapt forward to hug her mother, an embrace swiftly returned. “Don’t get into too much trouble up there, ya hear?”

“Ah won’t, Ma. Promise.” The two untangled while the rest of their group chuckled. All except one.

“An’ as for you, Zap-”

“Ma… Ah, Ah’m goin’ with Flurry.”

All the other Apples went silent, the announcement catching even Flurry Heart off guard.

“Pardon?” Cortland asked before Applejack had a chance to.

Zap took a deep breath and steeled herself. “Ah want to go with Flurry and the others. Ah just… there’s so much of Equestria to explore, an’ after hearing ‘bout how everything used t’ be, an’ what Empress Talvira did t’ you an’ Mom, Ah can’t just stay here anymore.”

“Zap, get your head outta the clouds.” Cortland spoke up, now stepping up to his sister. “We need you here. You want to abandon us when we need all hands-on deck to fix our home?”

“Ah’m not abandoning anyone, ya flea-brain,” Zap shot back, anger creeping into her tone and she stared back up at her lupine brother. “In case you’ve forgotten, Mom’s out there too. So are many more trapped an’ corrupted mares. Ah can help save them, and-”

“What you’re gonna do is get yourself caught, huh? Gonna ‘Rainboom’ your way out?”

“Enough!”

Both siblings jumped in fright as their mother raised her voice for the second time that morning. The cross, emerald glare Applejack gave the pair drove them into sheepish silence, but the mare took a deep, calming breath before placing a hand on Cortland’s furry shoulder.

“Cortland, Ah know how ya feel. Believe me, Ah do. But y’all are all grown up now, and as much as Ah agree with ya, if this is what Zap wants to do, we shouldn’t stand in her way. Family supports one another.” She then turned to her pegasus daughter. “But if you’re goin’ with them, Ah need you t’ promise me that you’ll stay safe.”

Zap nodded, hope emerging as her mother spoke. “Ah promise, Ma. They’ll need t’ catch me first.”

Applejack nodded with a smile and hugged her oldest daughter, but looked over to the smiling trio looking on, and Starlight Glimmer in particular. “Keep her safe, Starlight.”

“I’ll look after her like she was my own.” The unicorn responded. Nodding, Applejack released her daughter and Cortland walked back up to give Zap a hug of his own.

“Look after yourself, furball,” Zap whispered, tightening her embrace.

“You too, airhead.” Cortland replied after a shaky breath.





The next few hours sped by like a blur. As Braeburn, Cortland and his pack of wolves set off to the east, all the overly-corrupted mares were gathered by the Apples barn, where Starlight used one of her teleportation crystals to send them and Ambrosia back to the Crystal Empire. Jonagold and Applejack had held off on joining the fortifying of Appleloosa to say their goodbyes to Zap, as well as give gifts. Jonagold gifted her his brass knuckles; something he procured in case he and Cortland ever got into a fight again. Applejack, meanwhile, gifted the whole party some home baked apple pastries, while she gave Zap a long rope lasso and a pair of flying goggles once apparently worn by her other mother, Rainbow Dash. Flurry could tell this was difficult for the pegasus, and gave her shoulder a comforting squeeze to let her know she wasn’t facing the unknown alone. Zap’s smile was all the reward the alicorn needed.

The four took some time to debate their next objective. Starlight had suggested they try freeing the Tree of Harmony once more, while Flurry was open to saving another element bearer to bolster their strength. At this, Zap suggested they head for Cloudsdale, noting that Rainbow Dash rarely left the city unless called by the Empress. Finally ready to depart, the four took to the skies. Flurry and Zap spread their wings as they took off, while Starlight levitated both herself and Bonbon straight up. The four kept ascending, making the ponies down below look like ants and revealing more of the countryside as they climbed. Off in the distance, they could see Cortland’s pack trekking towards Dodge Junction, above which the skies were also clear. 

After what felt like hours, the four finally reached to top of the pink cloud cover over Equestria, with Starlight casting a cloud-walking spell on both herself and Bonbon. They journey only grew more tedious from there. The cloudscape rose and fell like they were in a vast canyon littered with shifting spires of pink. The winds were also especially strong this high up, forcing Zap to walk along with the other four as they trekked north. Despite these difficulties, however, spirits were high, as Flurry and Zap discussed what life was like in the Crystal Empire as well as pointing out odd landmarks. They also saw the tip of Mount Canterlot far off in the distance, which soured their mood and refocused them on task. 

By the time the sun was low over the western horizon, their next destination was in sight. At least they believed so. Off in the distance was a dome of the pink clouds they’d been travelling upon, rising high into the sky. An odd lightning blot shot out of the dome every ten to fifteen minutes, it seemed, and Flurry thought she could pick out a swirling mass of flying things circling it.

“There’s no way we’re getting in there tonight,” Bonbon stated out loud. “I suggest we dig in somewhere and rest up.”

“Wait, but what about the Nightmare?” Zap asked. “We’ve only got one of those dream doohickies, right? What ‘bout the rest of us?”

“Zap, it’s okay.” Flurry said soothingly. “You can break free from the bad dreams. I’ve done it a couple of times now.”

“And if we need them, we can always ask for more from the Empire,” Starlight added. “We’ll camp out for the time being, then in the dead of night, we’ll sneak into Cloudsdale and find Rainbow Dash.”

The plan in place, and Zap’s nerves calmed, she and Flurry helped shape a cloud cave for the four of them to rest in, while Starlight used her magic to force the structure to retain its shape rather than shift away, as well as hiding their location once more. After a nervous meal, the four soon drifted off to sleep.





Slowly, Bonbon’s eyes opened, though it did little good.
 
Not only was it dark in this new place she found herself in, but from what she could make out, she was in a cave of some kind. Every surface within sight was covered in a familiar navy-blue slime, the same kind of slime that engulfed her wrists and shins, holding her limbs in an X and keeping her naked form in place.
 
“You know, Darling, it doesn’t have to be this way.”

As the dim light brightened a fraction, Bonbon could make out the buxom figure of Rarity standing before her, though her expression had shifted from devilishly playful from their previous encounter to slightly annoyed right now.
 
“I mean,” she carried on, walking around Bonbon and casually coping a feel of the earth pony’s ass as she did so. “All you and the others are doing with this little crusade of yours is earning the Empress’ ire. Believe me when I say that is the last thing you wish to attain. But… if you were to join us, I’m sure Talvira would greatly reward you. She might even reunite you with your beloved Lyra. You two could be together again. In the waking world. Don’t you want that?”

Throughout her whole speech, Bonbon had been focussing on maintaining control of her emotions. Her training for the emotion-sensing acid slugs of Slug Troll Swamp, as well as additional training following the Changeling invasion of Canterlot, were helping her from losing her cool. The mention of Lyra and Rarity using her as bait lit a fire, but she controlled it, storing the energy that would’ve been wasted raging at the powerful unicorn.
 
“I want to save Lyra more than anything,” she began, maintaining defiant eye-contact throughout her declaration. “But I’ll save her with my own strength, and the strength of those beside me. You used to know what that felt like, so you should be scared knowing we’ll succeed. We’ll save you too, Rarity.”

That last statement snapped something within the nightmare, as Rarity suddenly lashed out with a stinging slap across Bonbon’s face. The force of the impact echoed throughout the slimy cavern, and even made the restraints give the slightest amount of slack.
 
“I don’t need saving!” Rarity nearly shouted back. “I am one of the most powerful ponies in all Equestria. I create beautiful fantasies in ponies’ dreams, and I relish it. Even if you defeat me, if my friends and I couldn’t stop Talvira, what chance do you have?!”

Bonbon merely smirked despite the sting of the slap across her cheek. “Well, consider that nerve touched.”

Enraged and with an erratic twitch in her eye, Rarity huffed and stomped a little way back into the cave before summoning a large bubble. It grew and grew until it popped, revealing Lyra in much the same state as she was the precious dream. Before Bonbon could shoot off another snarky statement, Rarity focussed her powers and her hand turned ethereal. She reached into Lyra’s head and pulled out a swirling mass of magenta energy and crushing it in a fit of anger. The moment the energy dissipated, Lyra shook her head and lost her balance a little, placing a hand down to help stabilise her. When she looked up, her eyes were the same golden hue Bonbon remembered, and they widened in recognition.
 
“B-Bonbon…?” She asked, her tone no longer lustful. This immediately grabbed Bonbon’s attention, as well as seemingly placing a vice grip around her heart.
 
“Lyra? Is it really you?”

“It is.” Rarity answer for her as tendrils of slime rose around the busty mint unicorn. The pulled her arms above her head and split her legs wide before the Nightmare. She struggled against it, but it was all for naught, and the fear in her eyes was like a dagger to Bonbon’s heart. “I’ve pulled the lust from her mind, just to break her again before you. This is what you get for insulting me.”

As Rarity grew herself a massive cock and balls and began hotdogging Lyra’s ass cheeks, that fire within Bonbon returned. This time, though, she had no plans to suppress it. She instead channelled it into her limbs, pulling with all her earth pony might to break free from her restraints.
 
So it came as a surprise to all three mares involved when Bonbon did rip her limbs clean from the tendrils and fall forward. Instinct and years of training kicking in, Bonbon ducked into a combat roll upon landing and leapt up higher than she should have. Rarity barely had time to register the fist that connected flush with her jaw and sent her sprawling backwards. Her focus disrupted, both her cock and the restraints around Lyra disappeared, while Bonbon’s equipment faded into this reality and she drew her short sword. Rarity clutched at her face and glared daggers back at the earth pony before they widened. They shifted a little before focussing back onto Bonbon with frustration.
 
“Fine! Have your little reunion. I have far more important things, and ponies, to do.”

With that, Rarity melted into the floor itself before the slime encompassing the cave vanished. The rocky walls revealed and the threat seemingly gone, Bonbon’s ears picked up a sound that broke her heart. She turned around and saw the source.
 
Lyra sobbing.
 
Dropping everything, she rushed down onto her knees and embraced the unicorn, ignoring how Lyra’s bust pressed into and dwarfed her own. Lyra instantly melted into the embrace and opened cried. Decades of sorrow and separation spilled out as both mares wept. After what felt like hours of the two kneeling in one another’s arms, Bonbon pulled back and the two raised their hands to the others cheeks.
 
“I… I thought I’d never see you again…” Lyra sniffled, her fingers tracing Bonbon’s features as if recommitting them to memory.
 
“I’d never leave you behind,” Bonbon answered with a tearful smile before slowly closing in for a kiss. Lyra was hesitant at first, but the moment their lips locked, she melted into it. It wasn’t forceful, as had been any other kiss she’d received in recent years. It was gentle and warm, and Lyra regretted it didn’t last longer. “Lyra, do you know where you are in Equestria?”

“I… I, I think I’m in Canterlot. Serving as… As…” Bonbon could see the gears in her lover’s head turning somewhere dark, as Lyra’s pupils dilated and her breathing increased.
 
“Hey. Hey, it’s okay. Focus on me, okay? Focus on me. I’m here, I’m here with you. Focus on that, and nothing else.” Lyra struggled against her rising panic, but staring into Bonbon’s eyes helped sooth her anxious state. “Lyra, I need you to hold on for me, okay? No matter what they put you through, no matter what happens, keep thinking of me, right here, right now, and I’ll come save you. Can you hold on for me?”

After a long wait Lyra finally managed to look Bonbon in the eyes and nod. “I… I’ll try.”

“That’s my girl.” With a small smile, Bonbon brought Lyra in for another tight hug; one the mint unicorn was all too ready to return.





Flurry’s eyes opened to once more find herself separated from her friends. But her surroundings this time were far more benign. The sky above her was clear, illuminating a verdant field with flowers swaying in the gentle breeze. She looked down and found herself clothed in a light blue, thin-strap sundress. This fact, as well as her surroundings, raised her concerns despite her apparent safety. She didn’t want to let her guard down only to get raped again.
 
“Flurry?”

The wind carried a faint voice to her ears. She stood up, hoping to find its owner, yet she couldn’t see anypony.

“Flurry Heart!”

Her head whipped around again and there she was. She was just as all the paintings back in the Imperial Palace had portrayed her. A beautiful, uncorrupted figure hidden beneath a simple white dress that fell to her knees, wings outstretched and a kind smile beneath her radiant blue eyes.
 
“M-Mom?” The pink alicorn nodded, and opened her arms for a hug, but Flurry grew suspicious. Something kept nagging at the back of her mind this wasn’t right, but she was having difficulty figuring out what it was.
 
“It’s me, Flurry.” Cadance replied, her kindly expression not changing. Flurry tried to find some reason, any reason to doubt her. But the longer she stared, the more she realised this had to be her. Without hesitation, she ran into the hug and the tears began flowing. Cadance guided the two down to a kneeling position and just stroked her daughter’s mane as years of separation tumbled out of the younger princess.
 
“It’s okay, Flurry. Let it all out.” Her soothing voice helped to calm the crying alicorn, and when Flurry looked up, Cadance leaned in and gave her a small kiss just below her horn.
 
“I… I-I’m sorry,” Flurry said, trying to wipe the tears from her eyes. But her mother merely shook her head and thumbed the last bits of moisture off her daughter’s face.
 
“You have nothing to be sorry for, Flurry. If anypony should apologise, it’s me. I was so certain your father and I would be enough to save Equestria, I never imagined how us being away could hurt you so.” She gently placed a finger beneath Flurry’s chin and brought the young alicorn’s eyes to meet her own. “But I’m also so proud of you for doing this, for all you’ve achieved so far.”

“Well… there’s been a few bumps along the way.” Flurry timidly admitted, scratching the back of her head.
 
“And there will be many more ahead of you,” Cadance added, letting the two of them sit down properly on the soft grass. “The forces of Talvira are far more dangerous, corruptive, and tempting than you can imagine. To resist them, your will must be unbreakable.”

“I-I know,” Flurry shyly gripped an arm as she looked away. “I’m trying my best but… But I don’t know if it’s enough…” This brought a moment of silence between the two, the wind rustling the grass the only noise as Cadance looked deep in thought.
 
The princess of love’s smile returned as she turned back to Flurry. “What if I helped train you in resisting temptation? This way, when you next face off against Talvira’s minions, you’ll be able to defend yourself better and their advances will do little to stop you.”

“Y-You can do that?” Flurry asked, shocked. “How?”

“I’ve been their prisoner for twenty years, my darling. I’m all too familiar with their tricks. But I’ll only do this if you feel comfortable with it.”

“Of course, I’ll do it!” Flurry blurted out, then blushed from embarrassment. “I-I mean, I know you’d never hurt me. Or, at least I assume you’d never hurt me, and if it helps us save you, I don’t see what not.”

Cadance smiled and gently took hold of Flurry’s hand. “I could never hurt you, Flurry. But once we start, we can’t stop until the end, so I need you to be sure about this.”

Flurry nodded. “I can take it, Mom. I’ll do whatever I can to help you.”

“Very well. Just relax, and let’s get started.” Cadance shuffled her way around to position herself behind Flurry, and then surprised the younger alicorn by cupping her breasts with her hands.
 
“M-Mom? Wh-nmf. What are you…?”

“I’m helping you build up a tolerance to this,” Cadance explained as she slowly and gently squeezed and rolled her daughter’s breasts around, kneeding them like dough. “If you grow more used to stimulation like this, then you’ll be able to resist it more effectively.” Her fondling began to increase in speed, and Flurry couldn’t help but feel it even more potently than before. She wasn’t sure if it was the fact her mother was the one doing it or not, but her marehood was starting to get wet. A flash of blue light was the only warning that Flurry got before she felt the wind on her bare skin. She turned to look and saw that her mother had also disrobed, baring her perfect body for the world to see. Flurry’s eyes couldn’t help but lock onto those pink DDs. Something instinctual was calling to her.
 
“Thirsty?” Cadance asked, and Flurry couldn’t stop herself licking her lips. “We had just finished weening you before we left, but I never got the chance to get rid of all this milk. It makes them so heavy, so unbearably full.”

“So… Full…” Flurry repeated slowly, her eyes still laser-focused on the perky peak atop her mother’s chest. Cadance kneeled next to her now, one hand resting against the back of her head while the other returned to her daughter’s breast.
 
“Please, Flurry. I… I need to be rid of this milk. There’s… just so much of it. Please, help me be rid of it!”

Flurry nodded slowly and Cadance wasted no time bringing the younger princess’ head to her teat. Instantly she began suckling, soon siphoning out that sweet lactose nectar and drawing a loud moan from her mother. Cadance didn’t stop their training, however. Her fingers locked onto her daughters’ nipple and began rubbing it. Flurry stopped drinking to release a moan, only for the pink alicorn to press her back in to resume her meal.
 
“Mmf! Hah, I… I’ve missed this!” Cadance panted, her wings, much like Flurry’s, stood rigidly straight. “D-Don’t forg-AH! Don’t forget about your training. I-I can’t do it all.”

Almost on autopilot, Flurry’s hands joined in on the fondling. One of her hands took hold of her free breast, while the other snaked between her legs and began stroking her petals. They slowly got into a rhythm that built up speed over time. Flurry consistently suckled away, roughly toying with her own tit while her other hand both drove a finger into her snatch and thumbed her clit. Cadance was moaning loudly as well, alternating between pushing Flurry’s nipple into her breast, then pulling it back out and stretching the mound taut in the process.
 
“M-Mom, hah! I-I can’t…”

“It’s okay, Flurry! Let it out! Let it come ooOOOOOOUUUUUUUT!”

As one, the alicorns came. Milk flooded Flurry’s mouth so fast it overflowed and she had to release her grip on the nipple, which squirted her face. Her legs spasmed as her honeypot sprayed its nectar all over her hand. Her chest also felt heavy, and she looked down to see her milk had also spurted out of her own nipples.
 
“Hah, hah. I… I wasn’t… aware… you were lactating…” Cadance panted, a strange look in her eyes, though Flurry’s head was so fuzzy, it was impossible to figure out.
 
“I…”

“Flurry Heart?”

Flurry looked down and saw, standing just a few feet away, where the Cake twins.
 
Her shock of seeing them there, let alone naked, was being overridden by the fuzzy feeling running riot in her head, as her eyes explored their bodies. Pumpkin had always been a little bit plumper around the mid-section than Flurry, but this by no means made her less attractive. She had, in the past, jokingly referred to it as her “love handles.” This also meant her breasts had also always been that little bit bigger than Flurry’s, naturally sitting at a D cup and bearing puffy, inverted nipples. Her hips, however, were where Pumpkin truly shone. Thick thighs led up to a perfectly heart-shaped behind. Pound, on the other hand, was a real treat. Sometimes Flurry had caught herself fantasising about his body, before shaking it off thinking it would be too weird to try for romance with the pegasus. But those fantasies were being justified as she looked over his lean yet muscular form. One muscle clearly stood out. Standing proudly straight was Pound’s pole, a decent girth and packing at least eight or nine inches, whilst a large pair of testicles hung beneath. He didn’t come close to some of the monsters she had faced thus far, but he still exceeded expectations.
 
“W-What… What are…?” Flurry asked tiredly as she was still recovering from her orgasm.
 
“I invited them here, to help with your training.” Cadance explained, her strength seemingly restored despite cumming barely a few minutes ago. “Rarely will you face Talvira’s forces one by one, so you need to be able to resist temptation from multiple sources.” At this, the twins came closer and kneeled. Cadance rested Flurry’s head back against a tree she swore wasn’t there before, then shuffled around to resume her boob massage on her daughters’ tit. “Pumpkin, is it? Could you help with Flurry’s other breast? And Pound, please take care of her downstairs, would you?” The twins nodded before shuffling into their positions; Pound got down on his hands and knees with his breath tickling her nether region, while his sister mirrored Flurry’s mother by taking a white breast within her hands.
 
“P-Pump?” Flurry panted, but any further questions were silenced by a moan as Pound dug his tongue into her pussy. He held onto her thighs as they instinctively bucked, keeping her lower body as still as possible while tasting her petals.
 
“I’ve always wanted to do this.” Pumpkin said dreamily and she took hold of Flurry’s milkbag and began suckling. Her tongue circled and flicked her nipple, drawing out more of the young princess’ creamy bounty. The fuzziness in Flurry’s head doubled when Cadance joined in sucking out the milk from the other side.

“Mmm, you’ve taken after me, darling.” The elder alicorn purred before digging back in.
 
“Ah, I can’t take it anymore.” Pound’s voice spoke up and Flurry looked down to see the young stallion getting up to his knees, the flared head of his cock popping into view. As he started rubbing his shaft up and down against her pussy, and her mother and best friend continued drinking her milk, Flurry leaned her head back and looked up through the branches of the tree to the sky. What she saw there parted the clouds in her mind and sent a chill down her spine.
 
There, shining in in a rapidly darkening sky, was a pink star. The pink star she had always assumed was her mother.
 
“Oh well, guess the secret’s out.”

Looking back down, Flurry screamed.
 
The verdant fields surrounding them had withered away to a wilderness, and the pink clouds had returned to blanket the sky, Cadance’s star included. The faces of her friends and mother were replaced by three identical copies of Nightmare Rarity. All three were sporting massive cocks nearly double the size of what Pound was just packing. But that wasn’t what scared her. Flurry’s breasts were now larger than ever before, comparable to beach balls. Despite their size, they didn’t sag, meaning there was a constant canyon of cleavage below her.
 
“Finally got you, you heroic little bitch.”

With that insult, the three began their assault anew. The one that was previously Pound pushed her massive member inch by painful inch into Flurry’s pussy. The widening of her still tight birth passage blasted all focus to shreds, and the alicorn came on the spot; squirting milk onto the dicks of the other two corrupted unicorns.
 
“Oh, don’t forget about us, Darling.” They spoke simultaneously, each sporting wicked smiles.

The other two pressed the flared heads of their cocks up against Flurry’s still leaking nipples, and pushed. The first few attempts merely pushed the nipples back into the excessive amounts of titflesh, but they then grabbed hold of the teats with their magic and lined them up properly. Pulling at the nipples magically, the Nightmares pushed their members inside. Flurry screamed once more as they pushed deeper and deeper into her mammeries. Another orgasm blanked her mind, but her milk couldn’t escape given the huge cocks now blocking the way out. The pressure building, her breasts slowly, painfully, expanded again, inducing another orgasm before the previous one had even ended.
 
“And now the fun begins.” All three Rarities declared as one.

The three corrupted elements began fucking Flurry in earnest. Slowly, given the tightness of each hole being penetrated, but with growing speed. Flurry’s mind was going blank as they hammered away at her, a bulge beneath her skin popping up and down in her stomach from the Rarity ploughing her pussy while her breasts kept growing even as the other two repeatedly plunged in.
 
“What do you know?” One of the Rarities’ fucking her nipples spoke up in-between thrusts. “She’s becoming just like her mother.”

“Empress Talvira does enjoy buxom mares, after all. Who are we to disappoint?”

Synchronising their thrusts, the three Nightmares suddenly started jackhammering their dicks into the poor alicorn, ignoring her pain-filled cries. And, as one, they came, blinding Flurry’s vision as everything faded away.





“Starlight! Zap! Wake up! Wake up!”

Bonbon’s frantic screaming roused the unicorn and pegasus from their slumber, though sleep wasn’t truly banished from their eyes until they saw what became of the alicorn.

She was screaming in ecstasy in her sleep. Her breasts had ballooned to outrageous size; slightly larger than medicine balls, yet retaining their round shape and seemingly showing no signs of sag. Furthermore, her nipples were spraying arcs of milk like they were fire hoses and soaking the clouds they rested on with her apparently endless bounty, terrifying her companions.
> Chapter 10: An Unexpected Turn
> --------------------------------------------------------------------------

“FLURRY!”

Starlight yelled in horror as she rushed to her nieces’ side. The young mare was a panting mess. Looking upon her form, all that was visible that wasn’t a part of her boobs was her head, shoulder and her legs from the knees down. The milk spilled seemingly without end from the alicorn’s teats; her areola resembling dinner plates in width and her nub-like nipples the size of small fists. Her breathing quickening, Starlight immediately dug into her bag and pulled out a reformation gem, pressing it into the bloated bosom. The light shone throughout the small cloud cave, any concerns the light could give away their location pushed aside within the unicorn’s mind. 

As the light faded, her hopes were shot. Flurry’s nipples were still leaking dairy down to the milk sodden clouds they rested upon, though the flow now resembled a trickle rather than a spray. As for the size of her melons, they had shrunk, though nowhere near what Starlight had been hoping for. They still looked as large as over-inflated beach balls; perfectly rounded yet with only the slightest hint of sag as they remained obscuring her lap.

“W-What’s happened to her?” Zap asked as her sleep disappeared instantly in the face of this modification and the mages’ panicked state.

“It was Rarity,” Bonbon explained as she looked on, unsure what to do. “She was trying to get me in my dreams again but I managed to fight her off. She must’ve swapped over to Flurry instead.” She looked out the entrance of the cloudy cave and went silent. Quickly looking back to Starlight, she saw the unicorn finish counting something in her bag as a quill and parchment levitated in her teal magic scribbled a note before disappearing in a puff of green smoke.

“Hang on, Flurry. I can fix this. I promise I can fix this.” Starlight muttered almost hysterically, but before she could use another gem to restore her niece, the earth pony shot forward and grabbed her arm. “Bonbon, what are you-” Bonbon’s hand clasped over the unicorn’s mouth, muffling her confusion. A nod of the earth pony’s head led her to look outside and see why.

Beyond the walls of their cave, about fifty feet or so away, was an enemy party. Three of their ilk were those floating tentacle ball monsters she had seen up close back at Sweet Apple Acres, though these ones had a giant eye in place of a toothy grin. The fourth was a pegasus stallion. He was rather short in statue; she assumed even Flurry and Zap were taller. His body was covered in a jumpsuit that reminded Starlight of the ones worn by the old Wonderbolts, though where those were blue and gold, these were black and green. His head revealed a red coat, short blonde mane, and a grumpy attitude given the expression on his face.

Not wanting to risk being discovered again like they had been in the Everfree Forest, Starlight put her last remaining gem away and moved to the cave entrance. She raised her staff and focused her magic, strengthening the illusion that protected them and hoping they would just leave. Bonbon signaled to Zap to keep quiet, and the three waited for the patrol to leave. She also peaked out past the foes to see that, despite the darkness of the night making it difficult to tell, she thought the swarm surrounding Cloudsdale had doubled.

For five minutes the tension within their shelter rose, especially as the patrol edged closer towards them. The stallion angrily huffed, looking like he’d rather be anywhere else than out here tonight; a sentiment the three mares watching him agreed with. Finally, he yelled at the beasts under his command and they began moving further to the north; away from the hidden cave. Starlight kept the illusion up, however, not wanting to let up until they were out of sight. As they grew smaller in the distance, a small gasp caught Zap’s attention and she turned to see a saddening sight.

Flurry Heart had woken up.

Her face was flushed, and her gasp gave way to ever-quickening breaths. Her eyes widened at the sight, weight and churning of her bloated bosom as it sat on her lap, almost pinning her to the cave wall. Bonbon finally took notice and, with a light tug on her sleeve, drew Starlight’s attention to her as well. The unicorn’s eyes filled with two emotions; sadness because she understood what if felt like to have a milk factory stuffed into your chest, and fear. Fear, because she’d seen this look many a time before… whenever Flurry was about to break down into tears.

“Flurry, don-” Her warning came too late.

Flurry Heart screamed.

The sound deafened her companions, all three clamping their hands over their flattened ears to little effect. Worse, however, was the impact it had on their camouflage. Images of Flurry’s crystalling came flooding back to Starlight, of how the then foal alicorn had apparently shattered the Crystal Heart itself, allowing the blizzard Sunburst had helped prevent to occur. With such a scream, not only her illusion, but the walls and floor of the cave itself were blown away. When the scream finally stopped, Starlight opened her eyes to see there were no longer clouds beneath their feet.

Just a multi-thousand foot drop down to the ground below.

Zap’s instincts kicked in, her wings immediately snapping open and catching a visibly terrified Bonbon. Starlight fell for a good ten feet before concentrating enough to catch herself with her magic. Flurry, meanwhile, was trying to stay aloft, but the weight of her massive milkers undid any advantage her larger-than-average wings gave her. She tried using her magic to slow her fall, but she couldn’t concentrate, fears and confusions, not to mention still a slight hint of arousal, flooded her system. She finally stopped falling when an aqua field of magic engulfed her. Flurry looked up to see Starlight holding her in place, though the strain of doing so was evident on her face.

“Hey, Starlight.”

Those two words nearly made the unicorn lose her grip, causing herself and Flurry to drop a few feet. The alicorn couldn’t help but let a moan escape her lips as the magic tingled against her exposed bust, but that was the least of their worries.

Looking up at the large hole her scream had left in the cloud canopy, the four mares saw the stallion and his search party, though they had been joined by another. It was a mare, with a steely blue coat and a messy, dirty rainbow for a mane and tail. The only shred of clothing on her body was the pair of goggles protecting her magenta eyes, leaving her D-cup breasts and corrupted body on show for all to see. Said corruptions included massive avian wings in place of her arms, almost on par with those of a Roc. The avian additions didn’t end there, as her feet were replaced with bird-like claws from the knees down, ending in sharpened talons. Finally, and most inescapably, was the massive cock and balls growing from her pelvis. If she was facing them front-on, Starlight imagined the head of that flared monster would be blocking her actual head, such was the length of that beast. Coupled with a thickness comparable to the thighs of most mares and testicles the size of soccer balls, it would be a miracle if mares weren’t split apart from the mere entry of that monster length.

But the one feature that clamped a vice grip of fear over Starlight’s heart was her cutie mark; a cloud with a rainbow-colored lightning bolt escaping it, buried beneath a bright pink tribal heart emblem.

“Rainbow…” She whispered, horrified at what the former Wonderbolt had become.

“Mom?” Zap asked, gaining the attention of the avian pony. 

Starlight’s mind raced a million miles a minute as she used every second Zap’s unintentional distraction gave her. Looking past Flurry’s helpless form, she saw they weren’t too far from Ponyville once more, though had no intention of returning to the town. She could also see the Everfree off to the south, but the past events within still haunted her, and there was no guarantee she could get them there before Rainbow caught them. That left immediately below them, where a white line snaked its way through the countryside. Remembering her map of Equestria, she realized that below them lay Saddle Lake, and her eyes focused on the woods just off the shoreline.

“Wait, what? Zap? What’re you doing here?”

Zap wouldn’t get the chance to respond. Starlight closed her eyes and concentrated, channeling nearly all her magic and praying that it would be enough to punch through the painful miasma that had stifled her magical efforts previously. But knowing the alternative would be facing down the fastest flier Equestria had ever seen with their group practically helpless, she bit the bullet and cast the teleportation spell.

As it had been before, the teleport seemed to stretch longer than what it normally would. Again, the searing pain stabbed itself into Starlight’s brain from beneath her horn and swarming throughout her body. But she fought through the pain. She had to. Failure here would mean they would all become trapped as she had before. Only this time Rainbow Dash would be their captor, and that log of a penis gave Starlight a pretty clear idea of what would happen next.

Thankfully for her, however, they arrived at their intended destination this time. The four translated back to reality within the bushland just a short distance from the shoreline of the lake. Propping herself up to a sitting position, Starlight rubbed her pounding head and looked to see how her companions were fairing. Both Bonbon and Zap were laid out on the ground, clutching their heads and groaning in pain. Flurry too held her head in her hands, but she was resting on her knees, with her milk-laden funbags acting as leaking cushions for her.

An angry yell echoing from above reminded the unicorn they weren’t out of the woods yet. Grabbing hold of a tree branch to pull herself to her feet, Starlight pushed aside the throbbing pain hammering away inside her skull and channeled all of her remaining magic into her cast. A bubble shimmered into being around the four, like a heat wave rippling overhead before completing the dome and shielding them from sight, sound and smell. She repeated this process over and over and over, until five illusion spells were stacked on top of one another. She wouldn’t take any chances this time. She would maintain this spell as long as it took for her friends and niece to be safe, even if she had to hold the spell all night long.

As this process took place, Bonbon regained her composure, just in time to lunge forward and tackle an agitated Zap Apple to the ground.

“Lemme go!” Zap shouted, thrashing at the earth pony’s grip. “My mom’s up there!”

“And if we were still up there, she would’ve caught us al!” Bonbon shot back, forcing the pegasus to look her in the eye. “What we need to do right now is stay put and wait until everything up there calms down. We’re in no condition to fight.”

At this, she nodded to her left and Zap’s gaze followed. Her fight left her body as she took in Flurry staring at them with tears streaming down her cheeks, immobilized in place by the pillows she rested on that was her chest. Bonbon released her grip on the young Apple and moved over to talk with Starlight, though not before collecting a bag that had randomly appeared in a puff of smoke and emerald flame. Zap, meanwhile, got to her feet and moved over to the exhausted alicorn. 

Words were never Zap’s strongest suit, and as every uplifting sentence that she thought up of died on her lips, eventually she shook off such trepidation and hugged Flurry from the side. Flurry froze for a moment before the dam walls broke once more and she collapsed into the hug staining Zap’s shoulders with tears as her cries rang out within the illusionary bubble.





“Phew, finally done. You just had to make this difficult, didn’t you?”

A monstrous rumble was all the reply Midnight Sparkle received as she returned to a standing position, wiping sweat off from her brow while the end of her serpentine tail tapped against the fleshy floor beneath them. With her latest project finally accomplished, she took a moment to relax; drinking in the wet sounds of the pink walls, floor and even roof of her cavernous home beneath Canterlot echoing alongside feminine moans both muffled and otherwise from the mares haphazardly trapped within them. A tired sigh of contentment escaped the corrupted alicorn’s lips, the massive member jutting from her hips beginning to harden as one of her hands found its way on instinct to one of her four large breasts.

“Now,” she thought out loud, her expression growing pensive. “Let’s hope that Mistress Talvira will be pleased.”

“We’ll see, won’t we?”

The new voice echoed in around her before a shadowy portal opened up. Turning to face it, Midnight actively fought to suppress her annoyance as Sluttershy stepped through the portal, her erect stallionhood and milk-leaking I-cup bosom exiting the gateway before she did herself. But the alicorn had to double her efforts when the other interloper stepped through and closed the portal behind them.

She had grown up quite well these past few decades, Midnight had to begrudgingly admit. A body that could’ve rivalled Rarity’s uncorrupted prime in its hourglass shape. Her orange bosom had swelled in size to an H, though given her parents, that wasn’t that surprising. A large cock and balls set also bounced with her every step, obscuring the pussy lips behind them as a thin demonic tail swayed behind her like that of a cat, and black bat wings fluttered for a moment before returning to their folded position. Her clothing was a mixture of her parents’ styles; she wore thigh high black latex stockings with matching high heels, as well as a black corset that helped puff up her bust more prominently. A grey wolf fur pelt lined her shoulders and trailed down like a cape behind her, while her right hand was encased in an ebony gauntlet whose fingers ended in talons.

With those black eyes with light blue irises, Nodabba flashed her self-assured grin at the alicorn.

Biting back any retaliatory comments, Midnight gave a small bow to her former friend and demonic offspring. “Sluttershy. So good to see you… and the princess.”

“Aw, look Mom,” Nodabba went on, her grin growing crueller. “She’s so cute when she’s hiding her hatred.”

“Now, now, Nodabba,” the fallen pegasus tutted, placing a hand on her daughter’s shoulder. “Remember; we’re not here to start a fight. Just to check on Midnight’s progress.” She then directed her attention to her old friend, and the fruits of her labors. “So… you finally found a use for him, huh?”

“Indeed,” Midnight said, her smile becoming more genuine as the three turned their attention to the large beast as it tested the tentacles holding it’s form in check. “It took me all day, but I’ve crafted the perfect hunter. Flurry Heart and the others won’t be able to stop him.”

Midnight slithered a little closer, prompting her new pet to try to surge forward at her. But the restraints held firm, and an electric shock raced through its form, which then slouched down before his creator. Smirking at her creation, she raised her hand and placed it upon the beast’s misshapen flesh. A strong application of magic sent mental images flashing through the beast’s brain. Images of a light lavender unicorn with purple and teal mane, and a white alicorn with a lavender and blue mane. She could only assume what the features of the alicorn were though, given she had been but a foal the last time she’d seen her.

“These two are your targets,” she intoned, her magic reverberating these words within the beasts’ simplistic mind. “You are to find and capture them and any with them. Alive. Failure is not an option. Do you understand?”

Midnight released her grip and moved back, the monster roaring in affirmation. With a malicious grin, she snapped her fingers. The tendrils holding him in place released their prisoner and shrank back into the undulating walls of the cavern as two massive off-white wings spread out wide. Another roar echoed out as the beast took to the air, giving one last look to Midnight before turning and flying out of one of the upper passages that the alicorn knew led outside.

“And now we wait for it to fail.” Unable to keep the rising agitation off her face, Midnight wheeled around to look at the smug expression on Nodabba’s features. “What? I’m right, aren’t I?”

“This plan will work,” Midnight stressed through gritted teeth as she fronted up to the demonic princess, rising to her full height to gain an additional foot for intimidation purposes. “Not that somepony like you would know what hard work is.”

Nodabba merely smirked in response. “Funny. It shows just how long you’ve been down here. After all, I wouldn’t call subjugating an uprising in the Storm Kingdom difficult, but I assure you I don’t lay about doing seemingly nothing for years on end, unlike somepony else I know.”

“Oh, you little bitch!” Midnight roared, her hatred peaking as she reared up on her tail. She summoned a teal spear, the bladed end as jagged as her own horn as Nodabba’s little devil horns shimmered once, her bladed mace fading into existence in her left hand.

“STOP!”

Midnight froze. Her body could not, would not, answer her orders. The spear in her hands disintegrated as she struggled to shift her gaze to Nodabba’s side.

There she saw an angry Sluttershy, fixing the alicorn with her dreaded Stare. 

The Stare had grown in strength thanks to the pegasus’ corruption, compelling the target to obey her commands. This was countered by the fact it still only worked on animals, which usually meant the bodyguards employed in the palace. But, over five years ago, following a similarly spectacular disappointment, Talvira had shattered the alicorn’s legs beyond repair. Midnight’s solution had been to craft her broken legs into her current tail, but failed to realize that, given it made her part beast, this brought her under the influence of the Stare.

“Kneel.” Against her will, her body obeyed as she bent down before the queen and princess of Equestria. As much as Nodabba’s smug expression aggravated the former princess of friendship, a sense of dread was beginning to wash over her. In all of their previous encounters, Sluttershy had never even approached being this livid. Sure, she had looked down on her from her new position of power, but never had the pegasus’ rage towards her been so white hot as it was now. If she was being truthful, in this moment, Midnight feared her once easily-frightened friend.

“Look at me.” Midnight’s neck rigidly answered the call, her face looking up as the off-yellow milf now stood before her. She couldn’t help but inhale the powerful musk radiating off the cock that was mere inches away from her face. “I understand you’re feeling stressed out right now, which isn’t that unusual a thing for you, but you will never threaten Nodabba again. Am I understood?” Midnight, cowed into silence, gave tiny but rapid nods of her head, though from the growing scowl on Sluttershy’s face, this was the wrong answer, and she responded by slapping the alicorn in the cheek with her cock hard. Hard enough to knock Midnight’s head to the side. “I said, am I understood?!”

“Y-Yes, Sluttershy.” The murmured response came in a voice far too timid for the likes of Midnight Sparkle, but it wasn’t enough as she received another cock slap to the other cheek.

“Queen Sluttershy!”

Y-Yes! Yes, Queen Sluttershy!” A blush of humiliation spread across the alicorn’s face, while her ears picked up the quiet snickering of Nodabba off to the side. Her face, however, was locked looking up at the intimidating sight of the angry queen before her.

Sluttershy sighed, some of the aggressive tension leaving her body, though her disappointment shone through in her expression and tone. “Very well. I’ll forgive you this one time, in memory of when we used to be friends. But I warn you, Midnight…” She stepped forward now, bringing the flared, precum-drooling head of her cock into contact with the former princess’ lips. “If I catch you threatening Nodabba, or any of my children again, then I will drown you in my sperm. Understand?” 

Again, Midnight nodded, unintentionally smearing her muzzle with the Sluttershy’s pungent pre. Even with such a small amount, Midnight’s nethers were already beginning to slicken. Satisfied, the queen pulled away, leaving a trail of sticky strings connecting the two heads. Nodabba gave the kneeling alicorn one last shit-eating grin before opening a portal for her mother, through which the two disappeared. Alone in the labyrinth of fleshy caverns with nothing but the moans of captured slaves and experiments, Midnight finally felt herself regain control of her body. Ignoring the heat in her loins, she growled loudly and slammed a fist into the floor with a squishy thud.

“Damn that royal brat!” She snarled through gritted teeth. It was always like this. Shortly after Talvira’s conquest, she had been the right-hand mare to Equestria’s new empress. She viewed herself as the logical pony next in line should anything occur, she was so trusted by her demonic mistress. But then along came Nodabba, and all her siblings, and suddenly her successes were barely given a glance compared to the works of the princes and princesses.

“Mistress…” 

A telepathic voice gurgled, capturing Midnight’s attention. Her head snapped to the side, where she saw two of her own creations; Ropers. Beasts that resembled living, cycloptic stalagmites with long tentacles waving from their sides and a multitude of smaller ones around their base as feet. Given their lack of mouths, she gave them telepathic abilities, but her attention wasn’t on these basic guards of her domain.

It was on the mare they had brought with them.

Standing in-between the two monsters was a petite pegasus mare, her coat a light pink with her mane styled in light blue curls with beige ribbons. Her freckled face bore a polite smile as she looked upon the alicorn with rare red eyes, the same color as her red rook cutie mark. She wore almost the exact same attire Nodabba had just been sporting; black latex thigh highs, high heels, and a black corset, but added black fingerless arm sleeves to the ensemble, as well as… a jeweled necklace of some kind. One that seemed eerily familiar to Midnight.

“Gee, are you okay, Lady Midnight?” The mare in a sickeningly sweet voice, clasping her hands together in-front of her perky B-cup chest. Midnight, exhaling angrily, rose to her full height and slithered towards this newcomer, her cock hardening like an erotic spear before the young mare.

“Who are you, why should I care, and why shouldn’t I split you in half right now?” For a split second, Midnight thought she saw fear flash across the filly’s face. But it faded just as quickly, and her smile recovered.

“My name’s Cozy Glow, My Lady.” She introduced herself, giving a little curtsy as she did so. “And I wish to become your apprentice.”

Despite her rage, Midnight couldn’t help suppress a chuckle. “You? My apprentice? You need magic in order to learn anything from me, sweetie, and, in case you haven’t noticed, you’re a pegasus. You’d be better learning a thing or two from Spectrum Blast, assuming she doesn’t smash your pussy to smithereens first.”

At this, Cozy Glow smirked. She raised her arms to place a hand on each of the Ropers before her face scrunched in concentration. The next moment, red lightning shot from the necklace, down her arms and into the beasts, filing every nerve in their bodies with electricity. Midnight coiled back from the demonstration, raising an arm to shield her eyes. When the red lights finally stopped flickering, she looked back to see the Ropers were nothing more than charred husks. A shifting red energy drifted out of their bodies before being sucked into the necklace. As she watched on, the dusty gears of Midnight’s memory finally clicked into place. She knew why the jewelry seemed so familiar.

“T-The Alicorn Amulet?” She asked, unable to hide her shock as Cozy took a deep breath before regaining her almost joyful expression. “B-But… But how? It was locked away by the former princesses. They didn’t tell anypony where it was kept. Not even me.”

“That seems rude, not telling you where they hid it.” Cozy stated as she stepped towards Midnight, looking up at her with… sympathy? “It sounds like they didn’t trust you. Kind of like how Empress Talvira doesn’t trust you.”

“Of course she trusts me!” Midnight snapped back, the fire from before reigniting even if it wasn’t as strong as before. “I am her advisor, her right hand and royal arch mage. She wouldn’t have made me her apprentice if she didn’t trust me.”

“Then why did she tackle you down in the street yesterday?”

That question, innocent enough in its delivery, stopped Midnight Sparkle in her tracks. Her mind tried to come up with a number of different excuses or reasons why that was a one-time reaction, but all of them died in her mouth. She was the empress’ right hand, yet she was rarely given missions outside of Canterlot, that honor often being given to Talvira’s children. Her failures were always met with more stricter punishments and admonishments, especially in the past few years. As much as she didn’t want to admit it, the preferential treatment had been staring Midnight in the face. And her loyalty blinded her to it.

“I know it must hurt,” Cozy went on, now circling the corrupted alicorn. “But not everypony looks down on you. I’ve always thought you were one of the strongest, most powerful ponies in the empire, and I want to help everypony see that. To see you the way I do; as Equestria’s rightful ruler.” Even with the magnitude of the truth about her situation weighing down on her, Midnight could still tell when somepony was buttering her up. She regained her composure and stared the young pegasus in the eye.

“What, you want to raise me up as the new empress?” Despite the sarcastic tone of the question, Cozy's response of nodding with an innocent smile caught Midnight off guard once more. “It’s impossible. Talvira’s too strong. If my former friends and I couldn’t defeat her, what chance do you and I have?”

“It’s not impossible,” Cozy countered, taking flight to hover around Midnight’s eye level as her features took a more conniving appearance. “I’m not sure if you know this, but the actions of these intruders are weakening the empress. Only a little bit, mind you, but still. If we weaken her a bit more discreetly than they do, then we could swoop in and supplant her.” Her grin looked more at home on a demon then, meeting the teal eyes of the former princess once more. “Then, I would humbly take my place as your right hand, and you would be able to take out all of this humiliation and anger out on the queen and princess.”

So that’s her angle. Midnight thought as she mulled over the young mare’s words. She’s after power, as if the Alicorn Amulet wasn’t proof enough of that. There’s also no guarantee she won’t try to supplant me herself further down the line… However, if what she says is true, then I could use Flurry and Starlight’s little intervention to my advantage… And I’ve always wanted to paint that slutty queen’s insides white.

A cruel smile stretched across Midnight’s muzzle as she turned back to Cozy. “I’ll admit the benefits are… tempting, but how do we go about weakening Talvira further?”

“Easy,” Cozy responded all too cheerfully, seeing her words taking hold. “While the invaders travel around causing chaos, we make deals with the four Siphon Royals to side with us when to time comes to spring our trap. Combined with the intruders, the empress should be weak enough for the two of us to take her down, proving to all of Equestria how great you truly are.” 

Part of Midnight had to give the mare before her credit for this plan. The four Siphons, quadruplet children of Talvira and Sluttershy, were each governors and governesses in their own right. But what made these four special was they represented an aspect of traditional chaos. Their very existence was helping to keep Discord sealed within Sluttershy’s jewelled necklace by taking parts of his power as their own. There was clearly an ulterior motive to this plan, one Midnight imagined would betray her at some point, but the short-term boons and chance at shutting up that arrogant Nodabba were too juicy an opportunity to pass up.

“Hmm, perhaps I misjudged you.” Midnight spoke softly as she sidled up beside Cozy, pulling her back down to the ground with a hand on her shoulder. “Come then, Cozy Glow. There’s a lot about this plan we’ll need to finalize, as well as a lot of lessons for you to properly begin your life as my apprentice.”

Cozy beamed with unabashed joy at the response. “I won’t let you down, My Mistress.”

With both mares bearing high-spirited grins, the two walked and slithered deeper into the fleshy caverns beneath Canterlot.
> Chapter 11: Slowly, but Steadily...
> --------------------------------------------------------------------------

The next few hours before sunlight started filtering through the pink cloud canopy felt like an eternity.

The four mares had not moved from their position beside the milk-filled Saddle Lake. They couldn’t afford to. Given the massive size that Flurry Heart’s bosom now occupied, her walking anywhere as she was became nothing short of a pipe dream. Flying was also out if earlier that night was any indication, even with her larger wings. Even if the princess were able to move swiftly, the threat of being spotted was too great. High above, the hole Flurry’s scream had inadvertently created was nearly closed back up again. Pegasi had been working non-stop while monsters guarded the perimeter and kept an eager vigil. Staring down from the hole itself was the corrupted Rainbow Dash, those magenta eyes known to be incredibly accurate even from that height.

With all of these factors in play, Starlight held firm. She kept all of her will, all of her focus and energy to maintaining the illusionary bubble she and the others hid in. She hadn’t stopped once. She had no choice. Dropping the spell even for a moment would make them easy prey for the former wonderbolt. Though it tore her heart apart, this meant she couldn’t be there for Flurry like she promised back at the castle. She couldn’t even spare a single glance; such was the intensity of her focus and the severity of their situation. As the night progressed, Starlight thought she saw something fly out of Canterlot towards Cloudsdale. But given how quickly it moved and being barely glimpsed in her peripheral vision, she was unable to confirm whether it was real or a fatigue-induced hallucination.

It wasn’t until the hole was finally sealed, when Rainbow’s hawk-like glare had disappeared and all the pegasi and monsters retreated back above the canopy, that Starlight finally dropped the spell. Her whole body felt heavy, and she would’ve hit the ground like a sack of bricks had Bonbon not been there to catch her. The earth pony gently helped lay her down close to Flurry’s prone body as the illusionary bubble faded around them. Flurry looked down at her aunt, her own tears having run dry at least an hour ago, reaching out a compassionate hand which Starlight gingerly took in her own.

“Here.” Bonbon spoke up, holding the bag received from the Crystal Empire and pulling out reformation gems. She handed out four to each of the other three mares, Zap looking at the sparkling gems with a sense of quiet awe. That awe was interrupted by a light shining out from beside her. She, along with Starlight and Bonbon, shielded their eyes until the light faded a few moments later. This revealed Flurry’s new form. Her breasts, once large enough to rest on, had shrunk considerably. They still hung low and wide on her body; about as big as beach balls and their undersides resting just above her hips, but at least there was no sign of milk anymore, and the relief on the princess’ face was clear for all to see.

“So…” The princess began, the uncertainty in her voice mirroring that on her companions faces. “What now?”

“Well, Cloudsdale’s a bust.” Bonbon grumbled. “Even before we fell, I think I saw the horde swirling around the city had gotten bigger. With Rainbow Dash now aware we’re in the area, they’ll be even tighter on security.”

“A-Another thing to… to consider,” Starlight mumbled exhaustedly, “is R-Rarity. She… She knows where we are now. So, we need to move.”

“W-Well,” Zap piped up, her voice quieter than normal. “Maybe, if we need ta rest up, we could head back ta Appleloosa? Ah mean, our barn has that dream thing on it ta block the Nightmare. Maybe we should-”

“No.” Starlight interrupted. “We can’t. It’d… It’d be like taking one step forward, two steps back.” Zap’s expression dropped like a stone, but a soft sigh from the unicorn recaptured her attention. “I know you want to help reform Rainbow Dash, Zap. You have more right to than any of us. But she’ll be expecting us now, and with what’s happened to Flurry, we’d be unable to put up a fight. It’s best to put our focus somewhere else for now.

“But I promise you, Zap,” Starlight met the pegasus’ gaze, young magenta eyes seeing the conviction in her violet ones. “We will save her.” At this, Zap’s mood improved a little, and a nod confirmed it was water under the bridge.

“Yeah, but this still leaves us without a destination.” Bonbon cut back in. If we’re not going to Cloudsdale, or back to Appleloosa, then where?”

“Well,” Flurry piped up, her throat still a little choked up from all the crying she had done before. “Back at the castle, wasn’t there a light in a farm to Appleloosa’s west? If that’s the case, we could head down that way to see if there’s another Element Bearer to save, and if things turn sour, we could go back to Appleloosa to recover.”

“Wait an apple-pickin’ minute.” Zap snapped. “Yer talkin’ ‘bout the forbidden farm, on the other side o’ Ghastly Gorge?” When the alicorn nodded, the rainbow-maned mare felt her eye twitch. “Are you outta your mind?!”

“What’s so bad about this farm?” Bonbon asked, confused by the Apple’s panic.

“It’s forbidden, that’s what!” Zap wheeled around to face the earth pony, her fears about this place evident upon her features. “Anyone that goes there, mare, stallion or monster, they’re never seen again. Ma made us swear ta never go there, ever. Heck, Empress Talvira said it was a, oh what’s that fancy word… oh, right. Quarantined. She banned anypony from goin’ there. Only she, Lady Midnight and Governess Mirgluf from Los Pegasus are allowed in.”

“So… Talvira blocked it off, like how she blocked your family from ever going to Ponyville?” Bonbon’s question brought Zap’s panicked ranting to a halt. She looked down, the gears in her head clearly turning at these unconnected dots now being joined.

“Zap,” Flurry spoke from her seated position, immediately catching the young flier’s attention. “…We need to go there. It was going to happen at some point, might as well be now.” Zap was about to voice her retort, but a raised hand from the alicorn stopped her. “But, if we need to find somewhere to recover, then we could head east and rest back in Appleloosa. You won’t disappear there, I promise.” For a long time, Zap merely stared hard at the princess, searching her expression for any sign to not believe her. When none could be found, her shoulders sagged as she sighed.

“Alright, Ah get it. Ah’ll go. Just… let’s be careful in there, okay?”

Flurry shot her a small but sincere smile. “We will be.”

“Alright then,” Starlight declared, forcing herself to her feet. “Let’s go…” She faltered for a second before falling, with Bonbon again rushing in to catch her.

“Oh no you don’t,” she told of the exhausted unicorn. “You were maintaining that barrier all night. You need rest.”

“B-But-”

“No buts. I’ll carry you and the three of us will be careful. You just focus on getting some shuteye, okay?” Despite the soft tone Bonbon used, there was an underlying steel in her voice that made the desired answer clear. Picking up on this, Starlight relented with a simple nod.

The party swiftly made preparations to leave. Erasing all trace they’d been there, Starlight was hoisted into a piggyback position on Bonbon’s back, while Zap helped pull the buxom alicorn to her feet. Flurry wobbled for a bit, but was able to stabilize herself with her wings. After a few minutes getting used to their new weight as she walked around, she nodded and the four began their trek south west.

They followed the milky river, keeping quiet and alert for any sign of potential trouble. Every now and then something could be seen flying over Ponyville in the distance, but it never amounted to a genuine threat. This slow but steady methodology doubled as the river’s path took them back inside the Everfree Forest. Bonbon took the lead, her tracking skills helping team avoid any potential animal attacks or ambushes. Zap stayed close to Flurry in case she needed assistance, and a few times she did, nearly stumbling and falling onto her enlarged chest only for the flier to help her stay upright. This new size also presented another issue for Flurry to push through on top of the memories of her last adventure in this forest. Her breasts, constantly rubbing against both each other and her stomach, were creating a noticeable strain on her back. She was able to mitigate this by holding her wings open as a counterbalance, but this only added a stiffness developing in her wings.

All of these factors added up to slowing their progress to a crawl. By the time the light from above began to fade and the western horizon lit up with the setting sunlight, they were still within the forest. The river of milk had widened and soon split into a fork. With no sounds that concerned Bonbon’s discerning gaze and hearing, she decided they could camp by the riverside for the night. Starlight woke up at this point and, at Flurry’s insistence, taught the alicorn the illusion spell. It took Flurry a few tries, but she soon picked up on the technique and the four were once more hidden from all sight, sound and scent.

“So…” Starlight began as the four ponies ate their meal, breaking what had been a pensive silence. “I was thinking… maybe we could ask for another companion from the Empire to join us. After all, more hands make for lighter work, right?”

“Okay, but who would we want joining us?” Bonbon asked, waving a fork at the unicorn.

“Well… I was thinking, maybe Vinyl Scratch.”

“Really?” Bonbon’s flat tone caught Flurry by surprise.

“Wait, who’s Vinyl Scratch?” Zap asked, munching on an apple from her family’s orchard.

“A unicorn,” the earth pony answered. “A musician, a DJ. Are you sure we really need her, Starlight? I mean, I know she can hold her own in a fight, but don’t you think this quest might be a bit beyond her?”

“Well, since we’re heading to what used to be the Pie family farm, it’s all too likely that Pinkie Pie’s the Element Bearer there. If there’s anypony who escaped to the Empire that knows Pinkie aside from me, it’d be Vinyl.” As Starlight spoke, she brought out a quill and roll of parchment, already scribbling her note to Sunburst.

“But, but what about the Cake twins? Surely, they’d be better for this, right?”

“They would’ve only been foals when Equestria fell, just like me.” Flurry interjected. “Besides, after what happened list night… I’m, I’m not sure I want them here… to see me like this…” The reason for this admission came as the young ruler looked down, a hand resting upon her inflated bosom.

“Hey.” Zap leaned over and placed a hand on the princess’ shoulder. “If they’re as good friends as you say they are, then they wouldn’t care what’s happened to ya. They’d still be your friends.”

“That’s not it… well, partly, at least. It’s just… I don’t want them getting corrupted like I have. Besides, they just got their mother back. I don’t want to drag them away from her.” The group let that sink in for a few moments until Starlight stood and sat down beside her niece.

“Flurry, if they want to join this mission, and we need somepony, it’s their choice. Your fears are legitimate, but if there’s one thing I learned from your aunt Twilight and her friends, it’s that true friends will always have your back, whether you ask for it or not.” Flurry didn’t know what to say, but the message got through as she wiped her eyes and gave her aunt a side-on hug.





Bonbon opened her eyes and a sigh escaped her. An annoyed sigh.
 
As she rose to her feet, naked as the day she was born, she stood in the darkened streets of a decrepit-looking Canterlot. The clouds hung heavy overhead and the whole city felt… off. She had been expecting the center of the chaos that had befallen Equestria to be even more prevalent here in its capital, but as she began walking down the streets, it was emptier than she could ever remember seeing it. Time seemed to skip as she strolled the streets. She wasn’t sure how long it’d been since she’d woken up, but it was putting her on edge that nothing had happened.
 
A crash from a nearby building stopped her in her tracks and she turned to find a unicorn mare scrambling outside. She tripped and fell, but still crawled backwards on the ground as a hulking orc burst through the door, shattering the frame that held it to splinters along with it. She looked up and then saw Bonbon, and she froze.
 
“B-Bonbon?” Her terrified voice triggered Bonbon’s memory, and suddenly she recognized the mare. Scarlett Herring. She’d worked alongside her back at the Equestrian Monster Hunting Agency. Despite rarely being assigned to the same mission granted Bonbon’s higher status, Scarlett was still an energetic and hard-working mare.
 
The earth pony was about to spring into action, ignoring the fact she was unarmed, but something still felt off. Checking on the orc, who was displaying a tusked grin as he stalked around the two ponies, Bonbon looked back down at her former colleague. The red-coated mare with the red fish cutie mark was nearly hyperventilating. Scarlett had usually always been one to keep her cool, but given these circumstances, that could be forgiven. The long, wavy pink mane and tail were frazzled, another clear sign of her stress. But it was the that Bonbon focused on. Those blue eyes… Upon realizing this fact, Bonbon merely sighed again and turned to walked away.
 
“B-Bonbon...?” Scarlett asked, her voice trembling as one could hear the betrayal in her voice. “W-Where are you going? Don’t leave me!” Bonbon stopped, only sparing the prone mare a sidelong stare filled with nothing but annoyance.
 
“The real Scarlett Herring had green eyes, not blue. Honestly, this is just sad. If you’re going to impersonate somepony I know, at least get their appearance right.”

With that, Bonbon simply walked away, ignoring the shocked sounds the imposter emitted. As the earth pony faded from the dreamscape, the form of Scarlett Herring melted into a dark indigo puddle before rising in the form of an irate Nightmare Rarity. Her plan so easily thwarted and she herself insulted in such a manner, the empowered unicorn screamed in rage, shattering the dream city in a wave of violent destruction.
 




For the first time since leaving the Crystal Empire, Flurry awoke to a distinct lack of panicked screaming.

She pushed herself up, though she needed more than one attempt, given she slept on her stomach and her breasts weighed her down the first few tries. Finally sitting herself up, and bringing her breasts onto her lap in the process while ignoring the soreness of resting on them, relief instantly flooded her system when all three of her companions were not only well rested, but also uncorrupted. As the other three mares roused themselves from slumber, Flurry’s enthusiasm soon became infectious.

“Did… Did we avoid the Nightmare?” Zap asked, her nervous excitement threatening to bubble over as she flitted about before helping Flurry t her feet.

“She came into my dream.” Bonbon announced, stopping everypony’s enthusiasm in its tracks. But she smiled as she continued. “It’s okay. I saw through her tricks pretty easily and left her behind. No way was she going to fool me with a disguise that sloppy.”

“It’s good to hear you resisted her,” Starlight chimed in, gathering her things with her magic. “But the fact she appeared at all means she’s still tracking us, and that means we need to get moving once again. You two ready?” She looked to the younger mares of their group, Flurry and Zap both offering excited nods as they collected their equipment. With that, Starlight dropped the illusionary bubble and the party set off once more.

Their first challenge was the river, but one that was easily solved. Starlight levitated herself and Bonbon across, while Zap flew next to Flurry as she levitated herself over in an aura of golden magic. The only part of her body she didn’t encase was her chest, afraid the tingling sensation would distract her and cause her to fall into the white river below. Following that, they progressed in much the same manner as before. However, even with the sensations of her breasts being so large, Flurry was beginning to grow used to moving with them and keeping her balance. With Starlight no longer being carried, this resulted in the party moving slightly quicker than they did the previous day. It was a scant hour or two before they finally emerged from the western edge of the Everfree and onto a well-worn dirt road.

Following this path, they cautiously crossed a set of train tracks, which Starlight guessed travelled back down south towards Appleloosa. The hours rolled by and, thankfully, they saw no one patrolling this area. Looking east not only allowed them to marvel at the widening chasm that was Ghastly Gorge, but also see the bright blue sky on the other side, indicating the freed domain of Zap’s home. 

Time progressed quickly as they managed to reach the western edge of a small forested area just off the road separating it and the gorge by the time evening rolled around. Hiding themselves within this bushland, Flurry once again cast the illusion bubble, ensuring their safety in case anything came by. A few moments after the spell was cast, however, a bright light sparked to life within their camp site and forced the mares to shield their eyes. Upon lowering them, they beheld their newest comrade.

Her attire certainly wasn’t helping her case. The white unicorn with the messy, electric-blue mane was dressed like she’d just come from one of her raves, which Flurry didn’t put it past her. An oversized silver jacket was worn over a loose black singlet, and the princess could tell at a glace there was no bra underneath. Coupled with the jeans which were torn off at mid-thigh, shin-high black boots, and the mare’s iconic shades and earphones, one wouldn’t think this was a suitable choice to join the mission. But then Flurry noticed the steel bat slung over the mare’s shoulder, or the small, silver ring with an amethyst jewel in its center circling her horn.

“Whoa…” the DJ stated upon laying eyes on the princess. “Damn… I’m guessing these are for you then, huh princess?” She stepped forward, handing Flurry a large bundle of cloth. She took it and unfurled what turned out to be a large grey camouflage shall, though given the size, it made more sense to call it a poncho. As Flurry slipped it on, finally giving her upper body some degree of decency, she noticed something floating close by. There, in a pinkish-purple aura which she saw belonged to Vinyl, was an amulet identical in design to the one Starlight wore.

“Sunburst said he’ll be making these things until all of us have one, though he’ll only be able to make and send one a day.” Vinyl explained as Flurry took it and delicately put it around her neck. She then turned to face Starlight. “He also said he misses you. Same with Trixie and your lil’ girl.”

Starlight smiled at this, and after introductions were made between Vinyl and Zap, the now five-mare group sat down to enjoy some much-needed rest. Vinyl entertained Zap with stories of some of her more infamous parties, a few of which Flurry was able to provide context for. They talked for hours, learning that, despite her tendency to party first and worry about consequences later, Vinyl was a mare that knew when to get serious, and one that could hold her own in a fight.

Like the night before, they dithered as long as they could before eventually going to sleep, Flurry looking forward to her dreams being nightmare free from now on.





Again, Bonbon awoke alone, naked and in unfamiliar territory.
 
Rising to her feet, the earth pony found herself upon the stage of an abandoned theatre. Though the seats showed signs of multiple things crashing through them at one point or another, the stage lights worked just fine, as the wooden floor boards on which she stood were illuminated in a bright light.
 
“Alright, Rarity,” Bonbon sighed. “Let’s just get this over wi-”
 
She didn’t get to finish her response. A torrent of slime blasted her off her feet. Before she could even think of moving, the slime around her rose up suddenly, throwing her off the ground before another jet of the goo slammed her back down from above, the stage groaning as it barely held from the impact. Groaning in pain despite being sure this was another dream, Bonbon struggled to her knees. During this, Nightmare Rarity stalked onto the stage, all traces of malicious mirth gone. In its place was an ice-cold fury, with Bonbon its target.
 
“Rari-” Rarity’s arm shot forth, becoming another jet of slime that threw her back first into the stage wall. This time though, it pinned her there, pressing down tightly against her entire body.
 
“You DARE insult me?! ME?!” Rarity roared as she closed the distance, getting right in Bonbon’s face. “Beg for your miserable sanity, you lowly dirt pony bitch!” Bonbon didn’t beg. She didn’t cry out in terror. As much as she was in pain, she merely turned it into fuel for her defiance and stared daggers back at the empowered unicorn.
 
“Nothing you can do will break me.” She declared in a steely, yet level tone. 
 
Rarity’s eye twitched at the response, and she delivered a slap so hard it echoed all around the empty theatre. Shapes formed within the blob gluing Bonbon to the wall before thrusting forward without warning and straight into both her ass and pussy. She cried out at the sudden intrusion, only for Rarity to slam a freshly-grown cock down her throat.
 
“Ha! Try being defiant now, you wench! Go on. Say something!” Rarity yelled as she skipped her typical teasing and went straight for the savage rutting. Bonbon was powerless as her face was slammed again and again into the Nightmare’s crotch, her stallionhood stabbing down her throat while her lower holes were fucked with the same intensity. She couldn’t even bite down on the cock in her mouth, its density changing to liquid whenever she tried. She was having trouble breathing with the semi-liquid cock clogging her airways, yet her body couldn’t move within the pile of slime.
 
“You think you’re soooo clever with your quick wit, don’t you?” Rarity went on, a hint of malicious enjoyment fading back into her voice. “Well, how about we ruin this mouth of yours, then? Starting with your lips.”

Rarity finally withdrew her length from Bonbon’s mouth, though as soon as it exited the hole with a pop, the end morphed into three separate tendrils, tipped with sharp needles. Bonbon tried to move her head, but more slime from her prison held it in place as the needles quickly jabbed into her lips. With no way to resist, she was forced to watch as large bulges in the tendrils were pumped into her, the sloshing of whatever was being injected into her lips audible despite the muted thuds of the cocks driving into her depths. Then she saw it. Felt it. 
 
There, in front of her very eyes, her lips came into view.
 
Despite usually having a stern grip on her emotions, Bonbon couldn’t help but feel the fear of something so unnatural happening to her, nor could she ignore the sensations it was bringing along with it. Her lips swelled larger and larger with each pump, soon passing over the tip of her nose and spilling into her vision. They not only grew larger, but thicker too. She could tell as it was becoming harder to keep them parted. So much so, she had to open her mouth as wide as she could just to get a decent breath. By the time Rarity finally removed the needles, which could’ve been an eternity with how it felt to Bonbon, the earth pony’s lips now blocked all forward vision and stretched wider than her head.
 
“There, quite the improvement, if I do say so myself.” Rarity stated smugly. Even though she couldn’t see her, Bonbon could almost hear that self-aggrandizing grin of hers. “Now, let’s enjoy this new you, shall we?”

Bonbon felt herself be lifted up by the cocks still embedded within her, though her arms were pinned to her sides and her legs spread wide. The secret agent looked to the side, her peripheral vision becoming her only visual outlet, to see herself being held upside down and lowered. It wasn’t until she felt the phallic form of Rarity’s cock re-enter her mouth that she realized how she must’ve looked, and it tore her up mentally that she couldn’t fight back. But that anger was beginning to fade, as the pleasure was rising. The cocks in her ass and foal-maker were still pumping away, pulling her back up ever so slightly to aid in Rarity fucking her now massive upper lips.
 
“Mmm… Wonderful, darling.” The Nightmare purred huskily as she slowly bounced Bonbon upon her cock. “But with lips as enticing as these, I think you’re capable of taking on so much more, don’t you?”

Bonbon could barely focus on what her tormentor was saying, all her mental energy being directed to holding off the pleasure that was assaulting her. The cocks in both her pussy and ass were larger than the biggest toys she and Lyra had owned before Equestria’s fall, and the fuck stick she was forced to suck on wasn’t any smaller. But when said cock began expanding, she realized what fresh hell awaited her. The slimy penis’ girth and length doubled. Bonbon’s gag reflex nearly triggered as it completely clogged her throat. Her lips blocking her nostrils made breathing bad enough, but now it seemed impossible. Not only that, but she swore the flared tip was halfway down to her stomach.
 
She felt her posture shift even further vertical, her legs bending back over Rarity’s shoulders. The cocks in her lower holes finally pulled out, only for the unicorn to begin eating out the pussy-filling cocktail of slime and feminine juices. As she increased the intensity of her thrusts, Bonbon felt closer and closer to blacking out. Her vision was growing hazy with black spots fading in and out, the impact of Rarity’s crotch on her pillowy lips ironically the only thing keeping her conscious as the pleasure began overwhelming her.
 
She wasn’t sure how long it continued this way. Could’ve been five minutes, could’ve been five centuries for all the agent knew. But eventually, it ended. Rarity suddenly jackhammered her hips, bouncing the poor earth pony harshly as the unicorn’s tongue morphed into another cock head and re-entered her marehood. The two-pronged assault lasted another few moments before it suddenly stopped, and with a shrill cry from Rarity that could be heard in her mind, Bonbon’s consciousness faded as her belly ballooned out with semen escaping her voluminous lips.
 



 
Zap wasn’t sure what was happening.
 
One moment, she was on the western side of Ghastly Gorge, camping with her friends in their quest to save Equestria, the next, she was standing in the empty main road of Appleloosa in her birthday suit. She covered up, though quickly flew for the safety of her family’s barn. She darted inside and brought down the wooden bar that served as the lock. Whatever was going on, she didn’t trust it, and didn’t want whatever was out there to sneak up on her.
 
Once she backed away from the door, she started hearing something. A sound she’d heard often in town, but never in her home unless her mother was entertaining somepony important. Slowly, Zap crept through the main living area towards the kitchen in the back. Peeking past the door frame, her magenta eyes widening at the sight.
 
There, leaning heavily against the kitchen sink, was her mother Applejack, being fucked by none other than Cortland. The savage grunts combined with her mother’s lustful moans horrified the flier, so much so, she didn’t notice she had moved out into the open just to get a better look at the act, to see if it wasn’t a mirage or trick of the mind. But it wasn’t, and a loud wail from Applejack confirmed it as the two climaxed as one. A small gasp escaped Zap’s lips. Though quiet, it was enough for a black-furred ear to swivel in her direction, followed by the lupine Apple’s head. When Cortland’s bloodshot eyes met hers, she didn’t see her non-pony twin anymore. She saw what many other mares had seen him as in the past; a predator, ready to hunt her down.
 
Zap turned and made for the exit, but Cortland was faster. With a speed she’d never seen from the wolf, he grabbed her tail and swung her into the ground. The impact knocked the air out of Zap’s lungs, leaving her without the energy to fight back as Cortland then picked her up like a sack of potatoes and locked her into a pillory that the flier knew had never been in their home before. Shaking the cobwebs out of her head, she tried forcing her way out, or using her wings to fly to freedom. But a hard smack to her exposed flanks was enough to elicit an unfamiliar squeal from the pegasus, and grind any plans to escape to a halt as the slap echoed in the barn.
 
Another smack followed that one, then another. Soon, the pain from one impact bled into another, and shortly after that, the pain began morphing into pleasure. Zap couldn’t understand it. She’d only ever stroked herself to get off, and her mother always scared off anyone interested in deflowering her, so how could something like this feel good? The spanking finally stopped, which gave the pegasus a few seconds to breathe. Cortland then knelt down, taking hold of her powerful thighs before taking a cursory sniff of her crotch. The breath on her privates alerted Zap of something; just how wet she was downstairs. Had she gotten off on the spanking that much? She didn’t have much time to think on it though, as Cortland’s wide tongue began lapping at her leaking petals.
 
“AH! C-Cort! S-Stop-PAH! Hah, p-please. You-You canNNNNMMFUCK!” Zap’s moan-littered pleas went unheeded, her brother breaking taboos as her lathered up all the nectar her pussy had to offer. For a few more minutes, he teased her like this. She tried kicking at him, but her ankles were chained to the floor. Every time she tried remembering when that occurred her mind was blanked by another lash of her brother’s tongue against her lower lips. Finally, he relented. Panting, Zap looked back as best she could. Cortland was now standing behind her, but it was what she felt that sent a shiver of fear down her spine.
 
Something long and hard was now resting in the crack of her ass cheeks. Only one thing could be doing that, and it terrified her.
 
“No…” She whimpered, tears threatening to burst through the dam. “Cortland… please, don’t do this.” For a few moments, he wordlessly looked down at her, his pink, knotted cock minutely rocking back and forth against her ass.
 
He then pulled back, aligned his cock, and rammed it full force into the virgin cunt of his sister.
 
Zap screamed louder than ever before in her life. In one terrible moment, her hymen was broken in the most savage and horrific of manners. Cortland rutted with ruthless abandon, not once slowing down. The wet slap of hips on ass rung out in the family barn, as did Zap’s saddened cries and moans. Tears streamed down her face as she felt so helpless and ashamed.
 
“Aw, there’s nothing to fear, darling.”

A voice Zap had never heard before spoke, and with it the world fell still. Cortland’s animalistic rutting paused; his member embedded in his sister up to the large knot at its base. But when the orange mare opened her teary eyes, her fears only skyrocketed. Kneeling before her was the navy-blue form of the Nightmare of Manehatten, her blue draconic eyes displaying a predatory hunger that her soft smile failed to hide.
 
“After all, you’re among friends and family, and we merely wish to show you the greatest thing anypony can enjoy…” As she stood back, Zap noticed more ponies had now surrounded her. Her travelling companions, as well as her sister Ambrosia, and even her mother, the inside of those thick orange thighs still marked with Cortland’s cum. This didn’t calm the terrified pony, however, as each of them stood naked and wearing an eager smile. She also noticed they all had glowing pink hearts in their eyes.
 
“And that…” Rarity continued, “is the pleasurable hell of sex.”

A snap of the unicorn’s fingers and a pain rang out across Zap’s back. Namely focused on her shoulder blades, she shook her head and cried out in pain as she felt something happening to her wings. They no longer answered her commands, and even how they felt shifted and changed painfully. Six spots in particular flared up in agony, her screams now ones of pain before this too morphed into pleasure, and the flier was panting once more. Finally, it ended, and she labored hard to catch her breath. Something fell heavy and sticky across her back and down her sides, though given the pillory, she couldn’t tell what.
 
“…And now, the reveal.” Rarity spoke charmingly, summoning a large mirror that hovered just above Zap. When she looked into it, her eyes widened and her pupils shrank to pinpricks. 
 
Her wings were no more. It felt like her soul had been ripped from her body, seeing what they had become. In place of well-trained feather and muscle, there were now three, long, orange tendrils stretching out from her shoulder blades. They rested limply down her sides, but not for long. The other six mares stepped forward, each taking one of her limp lengths in their hands. Each was tipped with a rounded nub, like that of a mushroom or, more concerningly, like the domed tips of monster cocks she had seen in town.
 
Zap’s family and companions began servicing each tentacle. After coating each head in a sufficient layer of saliva, which tested the flier’s resilience, they then drew the cocks down and swiftly jammed them into their waiting, watering pussies.
 
“AAARGH! N-No-Mnfaargh! St-Stop-HAH!”

Zap’s pleas went unheeded. Not only were each of these important mares in her life now riding her freshly-grown tendrils with insatiable lust, but Cortland had now resumed his savage rutting. Seven different sources of carnal delight waged seemingly ceaseless war against the pegasus’ sanity, and she was losing.
 
“There’s no need to hold back, darling.” Rarity spoke up once more, coming back into view as she fondled the massive breasts of Flurry Heart before the bound mare. “I know you’re the daughter of the most stubborn pair of ponies I’ve ever met, but you don’t need to fear this. Just let go, and bask in the pleasure.” At this, the Nightmare bent the alicorn forward and must’ve started raping her too, as Flurry cried out in delight as she was bounced back and forward on two different dicks. Her massive mammeries swayed around widely beneath her, awakening something in Zap she’d never known before.
 
The pace of all participants ramped up, the knowledge of what was about to occur obscured to Zap by the sight of Flurry’s blushing, pleasure-soaked face inching closer and closer. When she came close enough, the princess took the initiative and locked lips with Zap in a passionate kiss. The surprise was the last straw for Zap, pushing her over the edge and down into the canyon of orgasm. Her insides tightened around her brother’s cock as he hilted in her; knot and all. As canine sperm charged towards her womb in an incestuous assault, bulges travelled down the length of Zap’s tendrils and into the waiting cunts of those she cared about.
 
The last thing, the only thing Zap could focus on in that moment before everything went white, however, was Flurry.
 




Though she could tell it could still be a few hours before first light, Starlight was already awake. She carefully maneuvered herself until she found a secluded area. Outside the illusion spell’s radius. She couldn’t afford to let them hear, let them see what she was about to do. Leaning behind a large tree, the unicorn slid down to a sitting position.

Once settled, she undid the zipper of her stealth suit and let her breasts flop out into the open.

The mounds of flesh looked slightly bigger than they did the previous morning, though not enough for Starlight to think she’d gone up a full bra size. But more worryingly than that, they felt fuller. Despite having used a reformation stone back before their entry into Appleloosa days prior, the unicorn hadn’t gotten rid of her milk completely. She knew this, could feel it building up throughout the week. Up until now, it hadn’t been an issue, and one that she could easily hide from the others. But if she waited any longer to milk herself, it might cause a distraction during a critical situation, or worse put somepony in danger.

So, after a few more moments of hesitation, a cool breeze passing over her was enough motivation, and she began. Her hands gently made contact with her full milkbags; her fingers merely brushing over their surface before she took the plunge and gripped them. The reaction was immediate. She threw her head back against the tree, a stifled moan escaping her as she started rolling her mounds. With the pleasure building, her milk almost instantly began trickling out. Starlight went rougher, digging her fingers into her titflesh as her nipples sprayed their creamy bounty. Her hips, moving on their own, gyrated ever so slightly as her feet dug into the ground, pushing her back into the tree. Her moans became more frequent as panting started up as well, her need for oxygen almost matching her need to rid herself of her milk. Almost.

A sudden spike in pleasure forced her to cry out, and stop. She sat there, leaking chest heaving as she inhaled deep breaths. Looking down, the milk-fueled fog in her minds’ eye cleared, and the sight scared her. As one hand was still tightly squeezing her bosom, the other had ventured south unnoticed until it was now in her panties, hovering an inch above her clitoris.

The realization of how far her milking had gone, Starlight immediately threw her hands out away from her body and stood up. The sudden rush of standing, coupled with the exhaustion of her little solo session, forced her to fall back against the tree, though she remained on her feet. Now regaining her breath more out of fear at her masturbation than weariness, the unicorn used her magic to zip her stealth suit back up, ignoring the wet feeling both between her legs and on her chest as the clothing pressed back in on her chest. Clearly even that session, though exhausting, wasn’t enough to rid herself of her excess milk, and it nearly cost her. Looking up at the cloudy sky, the brighter pink hue revealed dawn must’ve been approaching.

How long was I at it? Starlight thought to herself in shock, but her internal worries vanished as she realized since she was outside the bubble, there was no telling what had happened to her companions. To Flurry. She took off as fast as she could, backtracking through the woods to the campsite and through the illusion. Thankfully all four of her teammates were there, but her hopes for their safety were dashed.

As there, with both Flurry and Vinyl looking on in shock, were the panting-yet-slumbering forms of Bonbon Zap; the former with lips big enough to block her face from sight, while the latter now sported six tentacles spurting sperm all around her.
> Meanwhile... Concerns and Conspiracies
> --------------------------------------------------------------------------

“Pound? Pound Cake! You okay?”

The young pegasus shook his head, trying to rid himself of the dizziness as his memory caught up with him. The training grounds, armed combat practice, Rumble’s strike. Said pegasus was now standing over him, worry on his usually confident face as he offered Pound a hand. He accepted, and soon he was pulled back to his feet, the sudden rise leaving him dizzy for a moment before he steadied himself. He also noticed a few the other ponies in the training grounds, members of the Crystal Guard and other refugees, were looking on.

“I’m, I’m okay.” He stated, the relief washing away Rumble’s worry, and that of the onlookers.

“You’ve got to work on your defense, man.” The older stallion said, his confident, almost cocky personality coming back to the fore now Pound’s wellbeing was confirmed. “Against those monsters, a sloppy showing like that would get you killed.”

“Yeah, I know,” Pound sighed tiredly. I… think I’ll call it a day after that. You going to keep going?”

Rumble nodded. “Of course. When Vinyl inevitably fails, I’ll be ready to take her spot. Honestly, what were they thinking ask for her to join the mission?” The grey stallion muttered at the end, his disappointment clear for everypony to hear. He gave a small salute to Pound as he walked over to the striking dummies, took up his wooden training sword and resumed swinging.

Pound sighed at the display but didn’t voice his concerns as he walked towards the lockers to retrieve his clothes. Rumble had always been outspoken in his opinion that he’d be a vital asset to saving Equestria. Most would see this as bravado blinding him to the reality of the situation, but Pound knew he was just worried. Worried about the fate of his mother and older brother. Ever since his own mother had been returned, however, Pound had noticed a small distance begin opening between them. It was little things, like how he had become more aggressive when sparring, or how he was more critical of mistakes like the one just moments ago.

Walking out of the training grounds and into the streets of the Crystal Empire, Pound turned and flew north. In a matter of minutes, he arrived at his destination, the triage camp. Set up a couple of weeks ago when Flurry Heart had decided on her mission south, all ponies saved during the quest would be teleported here for recovery and therapy, should they need it. Most did. Walking past the tents, he heard the desperate, lustful pleas of the mares already rescued this past week for somepony, anypony, to fuck them. Pound respectfully kept his eyes forward, though not without effort, on the way to one specific tent. It was one of the larger tents further into the camp, one of a couple dozen. The reason why became evident once one stepped inside, as Pound now did.

Inside was what was left of his family. Taking up a large portion of the tent was his returned mother Cupcake, a white sheet covering her expansive bust. She was sitting away from the opening of the tent, so Pound didn’t have to suffer the awkwardness of seeing his mother’s nipples, but he kept his gaze focused on her normal body clothed in a hospital gown, on her relaxed face. Said face turned to look at him, as did that of his sister Pumpkin, sitting next to Cupcake with a photo album. Ever since she’d been rescued, Pumpkin had barely left their mother’s side. Though Pound hadn’t admitted it openly yet, he was growing worried about his sister. Worried she wasn’t taking care of herself.

“Oh, hello honey.” Cupcake welcomed her son, a smile on her face. Relief flooded Pound as he came in for a side-on hug and a kiss on the cheek. She was there today. Every now and then she’d fall back into the lust, always a stressful thing, though she seemed to stay more in control whenever her children were around. Perhaps that was why Pumpkin had been staying with her for so long; to prevent those carnal episodes.

“Hey Pound,” the unicorn spoke up, standing to hug her twin. “Training go okay?”

“Eh, okay, I guess. Rumble got me good at the end there, but otherwise I think I did fine. How’re you feeling, Mom?”

“Oh, I’m alright, dearie.” The earth pony waved off the concern, despite being immobile. “Pumpkin’s been showing me all these lovely photos of you two and Princess Flurry Heart.” Her face then fell a little. “I wish your father was here to see them too.”

“Hey. Hey, it’s okay Mom,” Pound quickly assured her, taking Pumpkin’s place on the chair beside the older mare and putting a hand on her shoulder. “What matters is that you’re here now. That we’re together again.”

“And Flurry’s still out there.” Pumpkin added, kneeling on her other side. “She brought you back in a couple of days. I’m sure she’ll find Dad too.”

“O-Of course, dear.” Cupcake said, wiping moisture away from her eyes as she smiled at her children. “I’m… I’m just… I never thought I’d get to see both of you so grown up… I’m so happy to see the ponies you’ve become.”

With that, the three Cakes came together for a family hug, grateful that Flurry had been able to make this happen. As he thought that, Pound’s mind turned to his alicorn friend, praying that the luck that reunited him with his mother helped bring Flurry back safe and sound.





Lyra Heartstrings remained safe. For now.

Her safety now depended on keeping up the appearance of a lustful, mindless slut. It wasn’t hard. The very air of Canterlot was suffused with so much erotic energy that merely being there was making her constantly wet. The nipples on her G-cup breasts stood painfully stiff, dribbling milk at a slow, constant trickle. But she was holding off the need, that lust. She just focussed on Bonbon, on that moment of reunion they had in her dreams a few nights ago. She had been expecting Rarity to fuck her subconscious back into compliance, but nothing happened. Perhaps she was too busy in somepony else’s dreams? 

Regardless, her returned sanity had remained undetected, even as she now stood in the throne room of Empress Talvira. The demonic ruler sat atop her throne of massive alabaster breasts that belonged to what was once Princess Celestia, now referred to as Daybreaker. The empress was annoyed, Lyra could tell. The way she sat, with an elbow resting on a bent knee, closed fist pressing into her cheek as the other hand had a fistful of Milky Way’s mane. The naturally busty milkmare was currently inhaling as much of Talvira’s pole as she could, her head bobbing up and down its length.

Sitting just off to the side, closer to where Lyra stood, was Nodabba; the first princess of the Empire. She had Cream Heart sat on her lap, the earth pony moaning loudly as she grinded her motherly flanks against Nodabba’s stiff length while the demonic princess suckled on her large, milky teat.

She, and Talvira, were listening to a messenger from the Storm Kingdom to the far south. With the southern border of Equestria no longer secure, the Storm King had felt emboldened to start yet another revolution to reclaim his domain. The fact he had escaped Nodabba’s wrath when she had put down his previous attempt was miraculous in and of itself. It led to Nodabba being dressed down in front of the entire royal court, then insulted by Midnight Sparkle. That incident left the former princess of magic with her current serpentine tail.

Lyra’s tangent down memory lane cost her whatever the messenger had said, as Talvira now stood and leapt off her lactating throne to stalk towards the diminutive, little creature. Despite his stumbling pleas, she grabbed him by the throat and lifted him off the ground with ease.

“I care not for what you or your ape of a leader have to say,” she growled. “The only reason I am letting you live is send this Storm King a message. Tell him to abandon this pointless insurrection, or Nodabba shall return to finish what she started. And this time, I shall join her to make it a certainty.” She tossed him to the ground, the monstrous guards stepping up to the scrawny runt. “Get him out of my city.” With the order given, the messenger was carried away, leaving Talvira rubbing her temples, her tail twitching in an agitated manner.

“Empress?” Nodabba asked, leaving Cream on Daybreaker’s bosom to approach her father-figure. “Is everything okay? I know the Storm King’s a nuisance, but not to that extent.”

“No,” Talvira shook her head. “It’s not him. I’m just annoyed by another nuisance running around our lovely empire, attempting to destroy everything we’ve created.”

“Midnight’s niece, I take it?” At this nod, Nodabba’s grin gain that self-confidence she was so well known for. “We shouldn’t need to rely on her, Empress. I could find this intruder far faster than her beast.”

“No, I need you here.” Talvira shot her suggestion down. “They aren’t that big a threat yet. Besides, not only will I need you to eliminate that white-furred buffoon to the south, but you have your duties here in Canterlot… Including wooing your betrothed.”

Nodabba sighed angrily. “I’m trying, Mom. I really am. But Pink Lady wants nothing to do with me. I’ve tried being patient like Mother tells me, tried giving her space, tried being nice. I’m at my wits end. Why can’t I just fuck her into submission like every other slut?”

“Because then she’d resent you, and her status as your queen becomes meaningless. It lowers your status and robs you a vital ally in the future.” At this point, Talvira stepped forward and placed a hand on Nodabba’s shoulder. “Nodabba… one day you will inherit this empire I’ve cultivated, risen up from its stuffy origins. You are going to need someone to rely on, to watch you back, and a mindless slut won’t be up to the task. Do you understand what I’m saying?” At this, the younger demoness simply nodded. “Good. Now, I feel I need to relax a little, so you shall take over the rest of open court for me. Lyra, with me.”

With her orders given, Nodabba resumed her place on the throne of titflesh, the mint unicorn hearing Cream and Milky cry out in ecstasy as she followed the empress out of the throne room. They wandered in silence for a time, the echoing halls filled with the sounds of sex all around them. Lyra tried blocking it out, focusing on the mental image of Bonbon, the knowledge she was on her way to save her, and ignoring how her thighs and boobs were glistening with their respective fluids as the two entered the royal garden. Here, multiple plants took on obscene shapes; pitcher plants that resembled either ball sacks or breasts, but both having a mare or two raped by vines within. Trees with mares trapped within the bark as they moaned their whorish minds out, and fruits of various colors and sizes that resembled boobs hung from their branches. Talvira took a deep, calming breath before examining such a fruit; a large pink one.

“It is sad, isn’t it Lyra?” She asked, not looking back at the unicorn. “This place just doesn’t feel the same. Hasn’t since Alraune left for the Everfree…”

“Y-Yes, my mistress.” Lyra answered, sweating bullets as she realized she was alone with Talvira. Normally she’d always have at least two of her harem with her at all times. They had a cycle determining which mares were lucky enough to serve as cock sleeves each month, and Lyra was grateful her month had ended earlier in the week but being alone triggered the ancient herd mentality all ponies shared. To be alone with a predator meant you needed to run but trying to escape would alert the demoness that Lyra was sane. And so, she stood there, hoping beyond all reason to hope that Talvira didn’t notice.

“It’s funny how you don’t notice how important things are until they’re gone. Like a good servant, or a buffer against your foes… or ones sanity.” Lyra tried and failed to keep the dread off her face as Talvira turned to face her, the fiend’s face stern as she approached. “You thought I wouldn’t notice how you’re no longer begging for my cock?” Said cock bounced with each step, spreading its small trail of pre around and wafting its musk towards the terrified mare. Lyra said nothing and stood still as a stone as Talvira stopped before her, her demonic fuck stick mere inches from the unicorn’s stomach.

“Now Lyra, why don’t you be a good little bitch and tell me how this came about, hm?” A crimson hand fell onto Lyra’s shoulder, tensing to show authority. “Oh, and do tell me the truth, my dear, or I’ll fuck you so savagely I’ll have no choice but to offer you as a new test subject for Midnight to play around with.”

“NO!” Lyra suddenly cried, fully well aware that those who were sent to the caves beneath the city rarely came out, and when they did, they didn’t look anything like an ordinary pony. She remembered all too well what happened to Moondancer. Talvira merely waited, her face impassive but her hand remaining firmly attached to her slave.

“I… I think it happened a few nights ago,” She began, looking down to avoid eye contact. “I… I was dreaming, and in it, there was my, my special somepony… and Lady Rarity…”

“Hm, interesting.” Talvira’s eyebrows furrowed ever so slightly, but otherwise she kept her expression calm. “And I take it this special somepony… Bonbon, you’ve said her name was...?” Lyra nodded. “I imagine she’s on her way to save you?” Another nod, Lyra feeling shame at this betrayal.

“Well now, what to do?” Talvira stepped back, now pacing in the garden with a hand to her chin in deliberation. Lyra’s instincts yelled, screamed at her to run. The door leading back into the castle was open. But she knew she needed to stay put. Talvira would simply catch her, or worse let the guards have their way with her. They were nowhere near as delicate as her mistress. She shook her head, afraid she might slip back down into debauchery thinking like that, when she noticed Talvira looking at her with a small yet predatory smile.

“You were debating running, weren’t you?” The question kept Lyra silent, another ashamed nod. “It’s quite alright, my dear. With your sanity back, no one can blame you for such fruitless thoughts. But, as I told Nodabba earlier, one always needs those they can trust to do the job, and sometimes mindless sluts aren’t up to the task.

“But you, Lyra, are no longer mindless, which presents a unique opportunity for us both. I get to have someone reliable enough to help with a side project, and you get the chance to prove you’re more useful to me doing tasks as opposed to opening your legs.” The demoness knelt, her red magic forcing Lyra to look her in the eye now they were level. 

“What I want you to do, Lyra Heartstrings, is spy on Midnight Sparkle.”

“W-What?” Lyra asked, shocked by the request.

“If what my dearest wife told me is true, and I see no reason she would have to lie to me, Midnight threatened Nodabba a few days ago. This is just the latest in a long, if staggered, line of disappointments from my apprentice, and I’d like to keep an eye on her for now. Figure out what she’s up to if anything. That’s where you come in. I want you to observe her, and report everything you see back to me. Is that understood?”

Lyra’s eyes widened at the request. “A-A spy? Me? I-I’m sorry, but, but sh-she’ll spot me easily. I’m not that sneaky.”

“Oh Lyra,” Talvira purred, now standing up and lifting the unicorn off the ground with her magic. “I never said you wouldn’t receive aid.”

Swift as lightning, Talvira stepped forward and dug her fangs into Lyra’s neck. She screamed at the impact, but then felt something being injected into her from the demoness. It filled her muscles with an energy they’d lacked for years, her internal wellspring of magic filling up. Talvira released her from both the bite and her magic, allowing Lyra to fall to the grass below. Already the bite wound had healed over, and she looked back up at her mistress in confusion.

“I’ve made you more athletic now,” Talvira explained, circling the unicorn slowly. “As well as strengthening your magic and implanting a few spells within you. You’re now capable of teleporting anywhere within the castle grounds, with a few exceptions, of course. You’re also now able to turn invisible, though Sluttershy and myself will still be able to see you. I’ll let my guards know that they’re not to touch you without my permission. Now, what do you say?”

Knowing her mistress, Lyra swallowed her pride and bowed her head. “T-Thank you, my mistress.” Satisfied, the demonic ruler turned to leave the garden.

“Oh,” she spoke up before stepping through the door. “One more thing.”

With a snap of her fingers, a wave of pleasure crashed down over Lyra. Every fiber of her being was stimulated. Her breasts pulsed. Her pussy winked. Already on her knees, the unicorn couldn’t help but fall onto her side as an intense orgasm surged through her, her milk and feminine nectar squirting out onto the grassed surface she lay twitching upon.

“Should you disappoint me by using these gifts against me, I won’t hesitate to leave you in a constant state of ecstasy so intense, you’ll be begging me to rut you like the lowly slut you are. Am I understood, Lyra?” The pleasure stopped, and Lyra, gasping for her breath, weakly nodded. Satisfied, the fiend turned and walked out the door, leaving Lyra laying in a puddle of her own fluids in this garden of lust.
> Chapter 12: Horrific Modifications
> --------------------------------------------------------------------------

“What the heck?!” Vinyl shouted as they beheld the newly-corrupted forms of Bonbon and Zap, the former gasping for air through lips that hid the rest of her head from sight, while the latter’s new tendrils began to lull in their activity, still dribbling their seed all around the unfortunate pegasus. “I-Is that what Rarity’s been doing?”

“Heal them now, questions later!” Starlight ordered, doing her best to push aside the solo session she had cut short as the three free mares quickly closed in on their corrupted companions.

A terrible mistake.

With speed that defied the standard refractory period, Zap’s new tentacles shot out. Completely unprepared for this, Flurry, Starlight and Vinyl were blindsided as the tendrils wrapped around them and lifted them off the ground. Bonbon, the moaning mess she was, was also ensnared. She and Vinyl were only grappled by one tendril, while Flurry and Starlight were dealt with by the four split evenly amongst them. In all of this, Zap was barely beginning to stir as the other four mares writhed in their sticky bonds.

“Zap! Zap, you have to-HAH!” Flurry’s pleas were cut short as the two tendrils holding slunk beneath her poncho, opened up their tips and clamped down on her nipples. The limbs pulled and pushed at her teats, trying to suckle milk that was no longer present. Flurry’s legs kicked as the sensations cost her any chance of concentrating on her magic to break free.

Hers weren’t the only gasps of forced pleasure. Looking around, she saw both Vinyl and Bonbon were being held against one another as both of their tentacles bypassed their panties to plunder their pussies. Vinyl found herself pressed face first against the pillowy lips of the earth pony, with the unicorn DJ’s entire head being forcefully smooched. Bonbon was simply trying to breathe, but her parted lips threatened to engulf Vinyl’s head at any moment. Starlight was moaning even more than the other four, and more forcefully at that. Flurry thought that perhaps, like her, she was being assaulted by two tentacles instead of one, or that she was now squirting milk as one length of perverse muscle squeezed the mages’ bosom tightly, forcing out even more dairy and lustful sounds.

“Hngh! Z-Zap! Sn-Argh! Snap, snap out of it! Please!” Flurry begged in between cries from the fondling. Hope fluttered when Zap’s eyes cracked open slightly, but they possessed a far-off glaze to them.

“F-Flurry…” the pegasus murmured, seemingly unaware of what her new body parts were doing. She looked only straight ahead. Only at Flurry Heart. Then, to Flurry’s horror, Zap began fondling herself. One hand squirmed its way beneath her sports bra to squeeze one of her smaller breasts, while the other snaked down and burrowed itself into her denim shorts.

The effect was immediate. All of the writhing, orange tentacles upped their ferocity in their molestations. Vinyl and Bonbon were separated. The unicorn was pushed down onto the ground, her ass up in the air as the tentacle coiled around her kept hammering her muff. Bonbon, meanwhile, was still held aloft as the tentacle fucking her withdrew from her pussy, only to then re-enter her body by ramming into her ass. A whorish cry escaped those impossibly-sized upper lips, as her lower ones were left to leak their fluids down her thighs and staining her pants as her backdoor was ravaged. The tentacle in her ass suddenly sped up, its movements becoming more frantic as the secret agent swung in its grasp. With another, louder cry, Bonbon’s whole body began spasming, twitching as bulges travelled along the tentacles’ length and pumped into her flanks. 

As tears threatened to break through, Flurry watched on as, with each pump, those flanks grew. Larger and larger did Bonbon’s butt expand, swiftly tearing apart her pants and making her green panties look like a G-string. By the time the tendril finally stopped spurting seed and released a gasping Bonbon to the floor, her rear end was comparable in size to Flurry’s bust; looking like somepony had stuffed two beachballs into her flanks. The changes also affected her thighs as well, as moisture from her cunt trickled down past the now miniscule gap between them. Before Flurry could think it was over, the tendril gained a third wind and shot over to bury itself in Vinyl’s ass. Another cry brought Flurry’s gaze to her side, seeing Starlight’s faced flushed as her bosom continued to be squeezed by one tendril and hammered in her pussy by the other. Such was the force of penetration; the unicorn was rocking back and forth with each thrust. It was enough to swing her lactating udders around, spraying her milk everywhere. 

This voyeurism was halted by a sharp tug on both nipples, the alicorn yelping as the tentacles released her nubs with a pop. One returned to suckling from the massive breast, the other slunk down towards her crotch. Again, flashbacks to both Zecora’s hut and the dream from the other night came to the fore, and she charged her magic. In a flash of golden light, Flurry managed to pull off the teleport spell, landing with an uneasy thud a few feet away. Adrenaline and instinct pushing her on despite the soreness of her body’s yearnings, the princess dashed towards the masturbating Zap, hoping to stop her. She got a couple of steps before the two fleshy limbs that had been holding her struck her down, landing on her back. The weight of her bust left her helpless for a moment, but the return of fondling didn’t arrive. Struggle to prop herself up on her elbows, Flurry saw the two tendrils had chosen other targets.

One of them coiled around and jammed itself into Vinyl’s mouth, lifting the unicorn DJ up as all three holes were hammered. The other decided to wedge itself into the already stuffed pussy of Starlight Glimmer. Given this had become a regular occurrence in the past week, it wasn’t as difficult as had previously been the case. Nevertheless, Starlight still screamed like a banshee when it inserted itself, her belly distending even as the third tendril focused and suckled upon one teat, leaving the other to spray its bounty wildly. This frenzied fucking continued, as did Zap’s fingering of her petals whilst her hips bucked the air. The flier was pulling a rather debauched face, tongue lolling out of her mouth as the sports bra had been pulled up and she roughly kneaded her small B-cups. 

With a final, frenetic rush, all three mares came. As Zap wailed in ecstasy and squirted her nectar onto the ground before her, more bulges travelled down each of her tentacles. Swiftly, all three of Vinyl's holes were flooded with cum, her stomach ballooning out as her limbs went limp. Starlight’s belly also grew as she had double the stream of semen rushing into her womb. The tentacle that had been clutching her boobs finally let go, only to spray the mage in the face.

Knowing there wouldn’t be much time between now and when the tentacles regained strength enough to rail the last mare standing, Flurry dug her hand into her nearby pack and threw a reformation gem at Zap. Accelerating it with her magic, the gem hit its mark square in Zap’s forehead. The flash blinded the alicorn momentarily, but when it died down, relief flooded her system. Zap’s additional limbs were no more, and the alicorn approached cautiously to see the orange pegasus’ wings had been restored. With the threat dealt with for now, Flurry sat down and released a massive sigh. Looking around, the illusion bubble had barely held up throughout all of that, and she was glad it did. The last thing they could afford was one of Talvira’s monsters to encounter them in the middle of an orgy. On the ground, the other four mares were either catching their breath, or already out cold from the sex. As cum leaked out of the two unicorns, Flurry’s gaze looked over the overly-corrupted form of Bonbon. With her incredulously-sized lips and flanks, one crueler than the princess could call her a monster herself.

Struggling, Flurry eventually made it back to a standing position, thanks in part to a little magic. She dug around in her bag and pulled out the last three reformation gems she had. She walked over to Starlight’s prone body and gave her one gem. The result revealed the rate of lactation has slowed significantly, and her breasts looked almost the same size they were at the beginning of this journey. Bonbon, however, needed more. Two gems were enough to return the earth pony to her original form, though her pants were torn to shreds. As Flurry wandered over and used one of Vinyl’s gems on the unicorn, a burst of smoke and green flame revealed a small pouch. Looking within, Flurry found another dream amulet delivered from her uncle Sunburst.

A bit late, but better than never, I suppose. Flurry’s thought to herself. Given what had just happened, there was no question in her mind who should receive this amulet. She walked back over to Zap and gently put the trinket around the flier’s neck. As she pulled away, though, she saw tears staining Zap’s cheeks. Sighing, she thumbed them away, almost immediately earning a small smile from the unconscious pegasus.

With all her companions out for the count and the light from above heralding the start of a new day, Flurry took stock. She could wait for the others to fully awaken, and the party could continue on their path down to this abandoned farm. Doing so, however, would rob her of valuable time, and with Rarity tracking them through their dreams and no guarantee on how long it would take to wake up, it wasn’t advised. She didn’t want to rouse them so soon after the ordeal. They needed their strength back. The only other option she figured she had was to go on her own to the farm. With memories of how her last solo expedition in Ponyville ended resurfacing, she settled on only performing a scouting mission, then coming back for the others.

Her decision made, Flurry turned her magic to recasting the weakened illusion spell. It took far more effort than previous attempts to cast the spell, though the princess put that down to post-coitus fatigue. After a few tries and around ten to twenty minutes, she had successfully recast the illusion. Pinching one reformation gem each from Starlight, Bonbon and Zap, the alicorn left them a note explaining her actions. Before setting off, however, she felt the itch, the sensation of her large nipples brushing against the poncho covering them. Knowing these incredibly big funbags would only hinder her, she took three more gems – another one from Starlight and two from Bonbon – and used them on herself. The poncho hid the light emanating off of her bosom somewhat, and pulling the garment aside revealed they’d shrunk significantly. Their underside no longer hung down to her hips, but now to just above her navel. Still, they were fully rounded, perky and caused her spine some discomfort. If she had to guess what size she was at now, she’d would have to say an I cup.

Better than before, Flurry thought to herself once more and, with all preparations made, she headed off.

She followed the edge of the gorge as it turned south. Given two of her companions had suffered in their dreams, it could only mean Rarity had a real good idea of where they were. As such, despite her desire to move quickly, she actually progressed at a snail’s pace. She stayed on the ground rather than taking flight, and kept a constant eye on her surroundings as she moved with weapons drawn.

It wouldn’t be until around midday that she finally arrived at the farm. She sat down by a husk of a tree to catch her breath, but looking up robbed her of it.

The Pie family farm, as Starlight had called it, looked like it was straight out of a ghost story. All plant life, like the tree she rested against, appeared long since dead. Not a speck of green could be seen, nor could any sound other than the wind be heard. Not one animal called out, like they had in their droves within the Everfree. Looking around, she also saw empty fields with nothing in them save the occasional rock, and a pit that spiraled down some distance away from a wooden house.

Every fiber of Flurry Heart’s being told her to stay put. There was no way this place was as abandoned as it seemed. Though, there was an Element of Harmony here, wasn’t there. Pointing her sword around, the soft glow the blade gave off confirmed as such. But this had been meant to be a scouting mission. She was slightly worse off bust size wise than when she assaulted Ponyville earlier in the week, and even then, her assault was fueled by the adrenaline of rebellious angst. With a clearer head, it was clear rushing in here would spell disaster. 

What was Flurry to do?





Lyra knew what she had to do. The question was would she be able to.

She stood, alongside her fellow harem members, as well as the queen Sluttershy and her target Midnight Sparkle. They were all assembled on the balcony behind the throne room, to see off Talvira and Nodabba on their way to the Storm Kingdom. The empress wore no armor, but wielded in her hands a massive silver, double-sided axe. Nodabba, for her part, wore her standard attire, as well as her black mace and clawed gauntlet.

“Stay safe, my darling.” Sluttershy said as she took Nodabba in a big hug, her breasts and cock squeezed up against the young demoness.

“Mother…” Nodabba groaned, eliciting a parental chuckle out of the empress as she and her bride came together for a passionate embrace and kiss.

“Be careful, Talvira,” the corrupted pegasus spoke softly as the two rulers touched foreheads.

“Always, my dear.” Talvira responded, following up with a small kiss to Sluttershy’s snout. The then stepped back and looked over her harem, those golden, draconic eyes ending up looking at Lyra. “All of you are given the day off until my return.” As the buxom mares nodded, and turned, Lyra kept an ear towards the balcony as Midnight slithered forward.

“My Empress, I pray for your swift victory and return.”

“Thank you for your concern, Midnight.” Talvira responded, with Lyra hearing the slight edge of disdain in her mistress’ voice as she hid behind the doorway back into the throne room. With her mind focused and her horn glowing a golden hue, she disappeared from sight with the intention to listen further. “Though I imagine you should save some of that concern for yourself, should your hunter prove too impotent to do the one job he was crafted to perform.”

“Y-Yes, of course, you grace.” Midnight stuttered, bowing low. Lyra couldn’t miss the smug grin of the princess, though it vanished in an instant as Talvira opened up a dark portal and the two demonesses stepped through. With the royals gone, Midnight scowled and looked to say something but, spying Sluttershy keeping an eye on her, held her tongue and disappeared.

Lyra lamented for a moment. Despite having attended Princess Celestia’s School for Gifted Unicorns, she was nowhere near the prodigious magical talents Twilight Sparkle and Moondancer had been. Talvira had gifted her some spells, but sadly a scrying spell to track Midnight down hadn’t been one of them. So concerned for how she was going to do her job, Lyra completely missed the queen had re-entered the throne room until the off-yellow pegasus stood before her, black-tips wings spread and both her nipples and cock dribbling their respective fluids.

“The entrance to the caves is at the back of the lowest dungeons.” She said softly with a small but knowing smile. With that piece of advice, Sluttershy strutted away, her hips swaying hypnotically with each step and jiggling the bountiful cheeks of her royal rear. Shaking her head out of staring at those butterfly-marked buttocks, Lyra concentrated once more and channelled her magic. In a flash of golden light, she was gone.

She reappeared down in the brick-laden surrounded of the castle dungeon. These areas remained larger unrenovated from before Talvira’s conquest from what she could recall, though thankfully she had no reason to come down her. The reasons why were numerous as she instantly activated her invisibility. The cells were all full of mares and stallions being sexually tortured in one way or another. Some had hot wax dripped upon their bodies, some were chained up with no way to remove the vibrators driving them insane, and some were just being savaged by the monstrous guards regardless of gender.

Lyra quickly covered her ears and located the staircase, descending as quickly and quietly as she could. Soon enough she reached the lowest level. Only the royal couple and Midnight Sparkle were allowed down here, from the gossip she had heard within the castle. There were no signs of any guards down here as the mint unicorn moved closer to the back. Most of the cells down here were empty, but the one at the far end, where Sluttershy had said the cavern entrance was, was occupied.

Within hung an older pegasus mare, with her mane styled in short red curls to contrast her yellow coat. Her glasses were askew on her lust-drenched face, her wrists and ankles shackled to a bar that rested behind her neck and hung from the ceiling. Below her shoulder however, with the exception of her outstretched wings, were massive breasts that completely obscured the rest of her body. Her nipples were covered in red flower pasties, though something was clearly buzzing beneath them.

Taking a breath to steel her nerves, imagining Bonbon was facing worse things than this right now, Lyra teleported inside the cell and looked around. Ignoring the whorish wailing of the pegasus mare before her, the unicorn found a trap door with a silver handle beneath the bound prisoner. She knelt down to open it, unintentionally discovering the multiple dildo vibrators jammed into both this poor pony’s pussy and asshole. Her nectar was gushing out like a drink fountain, absolutely soaking the wood of the trap door and making it that little bit harder to open. But open it Lyra did and, after crawling beneath the massive hanging breasts of this mare, she clambered down the passage below and closed the way behind her.

As she progressed down, the stuffy, heat-inducing atmosphere that permeated throughout all of Canterlot seemed to grow stronger down here. The walls, ceiling and even floors surrounding Lyra all took on a far softer consistency than before. More… flesh like. Eventually, the stairwell ended and, re-engaging her invisibility, Lyra stepped out into a massive fleshy cavern. Her sanity nearly re-fractured at the sight. Strewn all throughout the walls, ceiling and even parts of the floor were trapped mares. All moaned lustfully as Lyra carefully picked her way through them all. Some were confined within air-tight, see-through membranes as tentacles burrowed into their pussies and encased their maws in a fleshy mask. Others had their upper bodies fully encased in the flesh as they were filled, and some were already sporting bulging bellies full of new monster servants for the empress.

Lyra resisted the urge to both throw up at the sight, and to finger herself with reckless abandon, when the sound of voices drew her attention. She hurried over and peered around the wall to see the back of Midnight Sparkle. She was speaking to somepony, though Lyra couldn’t get a good look at who from her current position. She also couldn’t make out every word, given the moaning of one earth pony mare mere inches above her head, but she was sure she heard something about “advancing to the next step of the plan.” The former alicorn and whoever was with her moved deeper into the caverns, and Lyra was about to follow when something moved in her peripheral vision.

She turned to look at it, and nearly screamed.

It was a pony-turned-monster, that couldn’t be denied. But what scared Lyra was that she knew this monster. At least, she used to. A beige coat, and a long red mane and tail that had two purple stripes running through it. That was where the familiar aspects ended in terms of body shape. From its hips sprouted four legs, each bent at ninety-degree angles and shuffling the body along like a crab. The arms had been replaced with a writhing array of tentacles, all flinging themselves around as if trying to catch food for a blind animal. That description seemed apt as, upon this poor mare’s head, her unicorn horn had been shapeshifted into a massive, eternally erect cock. The balls for said cock were large, completely obscuring the mares’ eyes. Not that it seemed like it needed them, as a singular eye stared out from the center of the collar bone, above breasts that had their nipples also transformed into cocks. But the thing that scared Lyra most was the misplaced cutie mark now adorning the beasts’ back as she passed her; a dark purple crescent moon surrounded by three stars of a lighter hue…

Moondancer’s cutie mark.

Her limit reached, Lyra instantly teleported, finding herself back in the private dungeon. She couldn’t go back to the harems’ quarters, not when the other five mares she shared it with would want to make her “feel better.” Even as she stood panting in fear in an empty cell, her vagina was leaking copious amounts of fluids, as were her breasts. But she didn’t care about any of that, her mind still fixated on the image of what her old friend had been turned into. Sliding down the cell wall into the fetal position, Lyra cried. She cried loudly, unaware or uncaring if someone else heard her.

Bonbon… Hurry… Please…
> Chapter 13: Into the Deep End
> --------------------------------------------------------------------------

Starlight was slow to awaken.

The first thing she felt was a soreness in her groin, along with a… fullness? Forcing her eyes open and propping herself up on an elbow, the unicorn took stock of the situation. Her stealth suit had been torn open; the broken zipper having failed its task in obscuring her chest. The cloth covering her crotch was also missing, exposing her marehood for the world to see. Said marehood was splattered with and leaking cum, while her breasts were wet with milk. 

Looking around, she saw her companions were in a similar state. Zap’s wings had returned to normal, yet the pegasus’ clothes were undone, her hands resting limply in her lap. Starlight also noticed a dream amulet had been placed around Zap’s neck. The zipper of Vinyl’s pants had been undone and the crotch stained as her lower lips were also drenched with semen, as were her upper ones too. Bonbon’s body may have returned to its’ original form, but her lower half was practically naked, with her green panties hanging a little loose over her hips. She was also doused in cum, though hers was leaking from her back door rather than her foal-maker. But there was one thing above all else that stuck out to the mage, that planted a vice over her heart.

Flurry Heart was nowhere to be seen.

Grunting, Starlight forced herself to her feet. Her chest felt lighter, and a brief touch revealed it was smaller than before. More than that, the churning, the milk production, she had struggled to resist earlier had lessened back to where it was a few days ago. But she shook off the weariness and quickly woke the others.

“Wh-What happened?” Zap groaned as she came to, rubbing her head as she propped herself up.

“Rarity.” Starlight explained as she helped Bonbon to her feet, while Vinyl also roused herself from slumber. “She got to you two, and then…”

“We got fucked. Literally.”

“Vinyl!” Starlight snapped, wheeling on the DJ with a glare.

“What? It’s what happened. There’s no point denying it when we all look like this.” She gestured to the torn and cum-stained clothes they all wore. “What matters now is we get over it and move on. Right, Princess?” Vinyl looked around, but the fight in her voice died out as she saw no alicorn to validate her claim.

“W-Wait… Where’s Flurry?” Zap murmured, her shock and sorrow at their previous ordeal now morphing into fear for her apparently missing friend.

“Found something,” Bonbon called out near the long-doused campfire. She handed a note to Starlight, who instantly recognized Flurry’s writing.

Starlight.
 
Please calm down. I’m fine.
I know we promised to look after each other, but I’m not leaving you four behind. You needed your rest after what happened. I healed you all as much as was needed, and have gone on ahead to scout out the farm. I promise once I’ve sussed it out, I’ll fly straight back to you and we can tackle this thing together.
 
Love,
Flurry Heart.
 
“She can’t be serious.” Bonbon muttered, reading over Starlight’s shoulder, as were Vinyl and Zap.

“W-We need ta get to her. Now.” Zap was in a flustered panic, quickly fixing her clothes and gathering her equipment. She was about to soar off into the distance before Starlight’s aqua aura stopped her with a firm hold on her chromatic tail.

“We’re not splitting up.” Starlight declared firmly, levitating her supplies to her while Bonbon and Vinyl rushed to gather their own. “If we separate while searching for Flurry, then we’ll be easy prey to pick off.” She held up a hand, predicting and stopping the pegasus’ retort as she released her magic grip on the mare. “Which is why we’re going to find her as one.”

“Yeah, but will we know where to look?” Vinyl asked.

“Like this.” Starlight’s horn lit up once more, her arms raised wide before her as she focused her thoughts on Flurry. Dozens of memories of the alicorn’s life, both long past and more recent, flooded her mind. Using the emotions, the feelings, from these memories, Starlight extended her magical senses. She mental spread the gaze of her scrying spell out as far as it could go, and her fears lessened a fraction when she felt a familiar pinprick of golden light somewhere south-south east.

“W-Well?” Zap asked nervously as she fluttered nearby. “Did ya find her?”

“I think so,” she replied, cancelling the spell and looking back up at the other three. “She’s hidden on the outskirts of the rock farm. It’ll take too long to get to her by foot and I don’t want to leave her alone any longer than we’re forced to. Gather ‘round everypony. We’re teleporting to her.”

“Starlight, think about this.” Bonbon cautioned as the four closed in on the unicorn. “Long distance teleporting is dangerous here. You’ve said so yourself. I know we need to find Flurry, but there’s every chance we’ll end up falling into the gorge or straight into the enemy’s hands.”

“I know the risks, but we don’t have the time to wait. Everypony ready?” The other three mares gave each other a worried glance, but all nodded to the mage. “Alright. Three… two… one…” Starlight lit her horn, focused on Flurry’s position, and cast.

The pain once more spiked through Starlight’s skull, as it did for her companions. The eternal second lit every nerve of her body, especially those in her horn and head, on fire. But she didn’t, couldn’t waver. Her will would not break. Not now. As she channeled her focus, the skilled unicorn found a path through the miasma; one that felt less intense, if only slightly. Bringing her magical might to bare, she guided the four of them through. As soon as it felt like the spell began, it ended, and the four ponies were unceremoniously dumped onto the dirt. Starlight instantly brought her hands to her horn, tenderly holding it and her forehead as the pain ebbed into a dull ache.

“Girls?”

“Flurry!”

A thud followed, and the unicorn looked up to see them in the bushes just outside the desolate rock farm. As Bonbon and Vinyl both recovered from the trip, the three older mares looked to see Zap had tackle-hugged Flurry Heart to the ground. Not only was the princess safe, but her bosom had seemingly shrunk so as to hang down only to her navel; making them actually able to hide beneath her poncho to some degree.

“Zap, what’re you-”

“No! Yer gonna explain yerself right now. What made ya think goin’ alone was the right thing ta do?”

“She’s right Flurry.” Starlight spoke up, levelling a well-practiced parental glare at the alicorn. “I thought you learned not to go off on your own back in Ponyville.”

“I was only scouting.” Flurry countered, standing up once Zap gave her some space so she could match Starlight’s stance. “I was just about to turn back and return when your four teleported in. And what about you?” She said, poking a finger into her aunt’s shoulder. “You know better than anypony how dangerous teleporting here is, and you did it anyway?”

“Uh, girls?” Vinyl spoke up, but her voice went unheard by all save Bonbon.

“We still thought your chest was bigger. We wanted to make sure you were okay.”

“Girls!” Bonbon spoke up sternly, earning the attention of both alicorn and unicorn. She answered their annoyed glances by pointing out into the distance. All five mares now looked in that direction, and Flurry and Starlight’s argument died in their throats.

Slowly stumbling out from the hole that led down into the mines beneath was a mare. At least, Flurry thought it was a mare. The head of the grey earth pony was adorned with long hair of a darker shade of grey, the bangs hiding one of her eyes. Below her shoulders, however, is where things stopped looking normal. Her breasts were massive. Like two grey boulders of pliant flesh. The way they hung proved the mare was holding what little of them she could, proof of her apparent strength. Only her legs from the knees down reappeared beneath the curve of her underboob.

“Who is that?” Flurry asked, looking back to see a dawning expression on Starlight’s face.

“I… I think that’s one of Pinkie’s sisters… Marble, or was it Limestone? I’m not sure.” As they pondered this, the grey earth pony’s met those of the alicorn princess, widening in recognition… Or was it fear? She dug one of her arms out from underneath her breast, the monstrous mound passing her knees, to reach out for the party.

They were too slow to respond. A large, bright pink tendril slithered up from behind and coiled itself around the Pie mare, pinning her arms to her sides. She let out a soundless scream as the limb dragged her back down into the mining pit and out of sight.

“After her!” At Flurry’s command, all five mares rushed out of their cover to dash after the captured pony. They crested the slope down towards the mine entrance and followed after the bound Pie, her busty form disappearing into the entrance to the mines. The party crossed the threshold, but something felt wrong to Flurry. She turned around and there, at the entrance wearing an expression of apprehension, was Zap Apple. As the princess approached, her up-coming question died in her throat as her memories flared up. The cave outside Appleloosa. The orange pegasus’ all-encompassing fear.

“Flurry! Zap! Hurry up!” Vinyl’s shout roused Flurry from her memories, and she grasped the pegasus by the shoulders.

“Zap…” The young flier didn’t respond, still looking up at the cave mouth as her breath came out in panicked shortness. “Zap, look at me.” Flurry shook Zap by the shoulders until she looked the alicorn in the eye. “I need you to be brave for me, okay? I promise, I’ll be with you the entire time, so please… I need your help.” For a moment, Zap simply stared at her, and Flurry wasn’t sure, but she swore the pegasus was blushing. But she shook off whatever stupor plagued her and then nodded, her determination strengthening that little bit.

With that, the two fliers took off and soared through the tunnel to catch up with the others. Flurry had intended to illuminate their path with her magic, but there was no need as there were glowing pink crystals scattered indiscriminately around. There were also large pink cobwebs, which unnerved Flurry in a manner she wasn’t sure she understood, or wanted to for that matter. After a few minutes of flying through the tunnel, they came upon a large chamber, where the other three members of their party were thankfully waiting for them. Flurry took stock of this new chamber as they landed. It was circular in nature, roughly eighty feet in diameter and in the wall on the far side were three additional tunnels. The central one seemed to curve upwards nearly nighty degrees, while the other two curved downwards in a gradual slope. But the most surprising aspect of this cavern was its ceiling. It was completely covered in brightly colored balloons. Upon seeing this, Flurry also noticed various party effects strewn across the rocky floor.

“What took you two so long?” Vinyl asked, an unimpressed eyebrow raised and hands on her hips. Zap looked away guiltily, but a hand on her shoulder and a smile from Flurry helped raise her spirits.

“We needed a minute.” Flurry answered before turning to Starlight. “Where’s that mare?”

“We weren’t fast enough to keep up,” the unicorn explained. “I wanted us together before going any further.”

“Well, let’s not waste any more time then.”

As the last words escaped Flurry’s lips, movement from above caught the mares by surprise. In the split second they had to react, both Zap and Vinyl rolled out of the way, while Starlight raised a teal wall of magic to shield herself. Panicked squeals tugged at the unicorn’s heartstrings, as she looked and saw both Flurry and Bonbon being lifted into the air. Their limbs were bound by numerous maroon tentacles, holding them tightly to avoid escape. Flurry’s horn began to glow a golden hue, but something flew down as fast as lightning and attached itself to her horn. When her spell fired, the thing merely expanded with a glow emanating from within, revealing itself to be a smaller balloon.

Looking up as she backed up to group together with Zap and Vinyl, the three free ponies saw a horde of balloons descending from the covered ceiling, somewhere around eighty of them if the unicorn had to guess. Each rubbery decoration had a tendril emerging from it in place of a string. The fear and desperation upon Flurry and Bonbon grew as more limbs tossed their equipment down to the ground below, and tore all of their clothing off to leave them as naked as the day they were born.

“Flurry!” Both Starlight and Zap called out as they and Vinyl drew their weapons and charged into battle. Starlight was a force to be reckoned with; swatting aside any attempts to ensnare her with her staff while slicing up three balloons with a slash of teal magic. As the rubbery corpse fell to the ground, the mage noticed the fleshy insides of these beasts. Zap and Vinyl were struggling a little bit more, though. The bobbing movements of the balloons made it difficult for Zap to land a blow with her punches and kicks, while they floated over and around Vinyl's attempts to hit them with sonic magic attacks.

Above, Bonbon squirmed and struggled, as did Flurry, trying to free themselves and join the fight. As one tendril began feeling up her flanks near the base of her tail, the earth pony agent wrapped it around the length and dragged it, and the balloon attached to it, into one of the monsters holding one of her legs. Pulling her leg in the other direction, she managed to free her limb, and quickly kicked the balloon holding her other leg. With both legs free, she swung herself to build momentum, then slammed the two holding her arms together and kicked them to pull herself free. With practiced ease, she rolled onto the ground upon landing and took up her short sword and grappling hook to lend her aid in the battle.

Flurry wasn’t as lucky in her escape attempts. The balloon on her horn kept her magic from playing any part in securing her freedom, and any thoughts on how to free herself were interrupted when one tentacle circled around and squeezed both breasts together, only for another to slide in-between them like they were a vagina.

“What? No! Stop i-MMMPH!” The princess’ protests were silenced as the limb currently giving itself a titfuck with her chest entered her mouth. Though no milk churned within her bountiful chest, Flurry couldn’t help feel the pleasurable sensation sweeping out from them.

Below, the four mares had regrouped and were now on the offensive. While Starlight only managed to slay one beast with her magic, partially due to keeping a concerned eye on Flurry for any opening to save her, the other three began tearing through their opposition. Balloons popped from the vibrations of Vinyl’s sonic magic blasts. Zap dashed through the air, kicking balloons to the side and smashing through them with her brass knuckles.

“That was my favorite coat, you bastards!” Bonbon’s rage over the loss of her duster coat, a relic of her former profession, spilled over; slashing apart well over half a dozen of the rubbery monsters before falling back. Another balloon made an attempt to grab her, but the agent flawlessly backflipped out of its reach to go back-to-back with Starlight.

“HMPH!”

Flurry’s muffled cry caught the unicorn’s attention. The balloon fucking her bosom and mouth was joined by another now pushing itself into her folds. Her limbs spasmed pleasurable agony, but it was for naught as the limb down below plunged further into her depths. The one above pulsed for a moment before a bulge travelled down the tendrils’ length and into the alicorn’s mouth. Her eyes went wide in shock as rope after rope of monster cum cascaded down her throat. The balloon pulled out, only to shower her muzzle and breasts in more monster jizz. As it floated away, two more approached said breasts. The tentacle holding them together released its grip, only for these two newcomers to take one mound each. One spiraled up and around the breast before coiling around and caressing the rock-hard nub at its peak, while the other attached itself directly to her other nipple and pulled the tit taut. A pained squeal escaped Flurry’s gritted teeth; a blush partially hidden beneath the cum that stained her face.

"Hold on Flurry! We’re coming!” Starlight shouted, as she led the adventuring party in another charge towards her. Though many balloons were rent asunder by the unicorn’s magic and pummeled to pieces by the speedy pegasus, Bonbon and Vinyl were having difficulty landing any attacks at the groups’ edges. The balloons seemingly sensed a weakness within the group and lashed out them.

Though Vinyl was able to swat them away with her steel bat, Bonbon wasn’t so lucky and was once again captured and floated up near the roof. Apparently understanding she had escaped before, the balloons wasted no time on Bonbon, spreading her legs wide while pinning her arms to her sides. A tentacle came down at blinding speed, whipping her flanks and drawing out a gasp of pain. As more strikes came down and tanned her beige backside red, her cries of pain gained a small trace of pleasurable undertones with each blow. These pants were drowned out by Flurry, who was now being thoroughly railed by her balloons. Her massive breasts flopped about crazily despite the tendrils constricting them. A bulge could be seen in her belly with each thrust. The blush across her cum-stained face had grown in intensity, her eyes rolling up and her mouth agape in pleasure.

“Hah! Hah! I-GAH! I, I can’t, mmmf! H-Hold, on… Can’t… C-cum… Cumming. I’m cumming! Cumming! CummiIIIIIINNNNNGGGG!”

Flurry’s mind blanked as she was finally pushed over the edge. Her limbs spasmed withing the grasp of the tentacles, her femcum squirting out of her pussy and onto the intruder within as every nerve of her body felt like a surge of electricity was coursing through her. The balloon, clamped down on by the alicorn’s tight passage, swiftly followed suit. Bursts of monster seed flooded inside of Flurry, surging deeper and entering her womb; the first time such an event had occurred. It swelled as each spurt of semen added another inch of girth to the princess’ growing belly. Finally, the balloon pulled out, allowing the escape of some of the spunk as it dribbled out of the freshly defiled pussy. A light shone bright blue above Flurry’s marehood, the spell Sunburst had cast activating to protect her from such depravity. Within moments, the spell forcefully expelled all the sperm that had been pumped inside of Flurry’s body, shooting out like a fire hose of semen. This had the unintended effect, however, of triggering another orgasm that dunked the princess’ mind back below the waves of pleasure.

“Flurry, NO!” Starlight called out, finally noticing what had befallen her niece. The balloons surrounding the alicorn drifted away, only for a larger balloon to impossibly emerge from the colorful canopy above. Its larger limb wrapped around Flurry’s midsection as her limbs were released and flopped down limply, and the bottom of the balloon opened up.

In one swift motion, it swallowed Flurry Heart whole.

“FLURRY!” Zap shouted, but she was blocked by balloons that taunted her as they avoided her attacks yet still impeded her path. The large balloon, within its blue skin one could see the shadow of Flurry’s unconscious form, turned and began floating towards one of the tunnels on the far side of the chamber.

“Oh no you don’t!” Vinyl shouted, her horn glowing pink before unleashing a blast of sonic energy at the balloon. Sadly, the monster twirled out of the way at the last possible second. Starlight, her horn alight with her own magic, fired a beam to desperately save her niece. It looked like it would hit, but again the beast ducked out of the way at the last second. As the blast hit the wall above the tunnel, the balloon disappeared down into the darkness, spiriting Flurry Heart along with it.

The shock froze everypony. Flurry was the heart and soul of the mission. It’s shining light. Hope was quickly vanishing as she had without her there, and the balloons jumped on the opportunity. Vinyl, the swiftest to regain awareness of where they were, summoned a sphere of sonic energy to encompass herself. Any attempts from the monsters to claim her were battered back. 

Starlight and Zap were not so prepared. Feeling the capture of Flurry the most, they didn’t realize the balloons were advancing until they were surrounded and ensnared in their tendrils. Zap squirmed and fought, drawing on every once of earth pony strength inherited from Applejack to fight back against her captors. With her wings, she flew as hard and she could, dragging those attached to her behind before she spun around, using the momentum to swing a massive punch into them. Multiple balloons popped and she was able to glide back down to the ground. Starlight wasn’t as quick to act, with another smaller balloon swallowing her horn as had happened to Flurry. With access to her magic cut off, the unicorn was disarmed, stripped naked and groped all over. Special attention was being given to her breasts. Though smaller than in previous days, the churning of milk within still made them feel full, and Starlight couldn’t help but feel all of the sensations her bosom provided when two more balloons latched onto her nipples and began sucking. Her cry of agony and growing arousal was muffled when a third balloon encompassed her muzzle, its tendril invading her mouth and proceeding to fuck her throat. Any breaths Starlight had were short, and filled with whatever sweet scent these beasts were giving off. Whatever it was, it was making her lower lips slick, and fast.

As this occurred, she glanced down to see Zap and Vinyl back-to-back. They were focused exclusively on defense; Vinyl’s sonic barriers and Zap’s counterattacks failing to slay any of the beasts, but preventing them from joining her and Bonbon. Looking over, she saw the earth pony was flushed with arousal. Her reddened ass cheeks continued to be whipped, even as tentacles now filled both her ass and vagina. Her gasps had grown more whorish, and it was clear she was losing her will to resist.

Her anger swelling, Starlight decided on a gamble. While Flurry may’ve had more innate magical power, spell craft was Starlight’s special talent. Doing her best to ignore the pleasure from the limbs fondling her breasts, she poured all her magical power and focus around her horn, then released it all at once. The balloon blocking her horn grew rapidly until it could hold no more, then tore apart in a magical shockwave that knocked her free from those holding her limbs and suckling upon or fucking her. Upon her rough landing, Starlight levitated her staff back into her grasp and reunited with Zap and Vinyl.

A carnal scream tore through the cavern as the three mares left standing saw Bonbon’s belly balloon out. The tentacles were pumping liters of monster sperm into both her pussy and anus, and her mind was breaking from the sensation of being filled and stretched to such a degree. The earth pony’s contraception spell fired, burning the tentacle still in her snatch and ejecting any monstrous seed within, but her belly decreased in size only slightly as her stomach remained full. As that tentacle pulled out and cum oozed out of her ass, another large balloon appeared to swallow her and float away as had happened previously. Starlight was still a little weary from releasing such a large blast of magic earlier, and thus her interception spell missed, while the captor balloon danced out of the way of Vinyl’s attack. Bonbon’s balloon disappeared down the tunnel, leaving the three ponies alone, and surrounded by a horde of balloons still about half the number that had begun this battle.

Seeing the earth pony disappear, something snapped inside Starlight. Her shoulders shaking, her power began rising once more. Her horn lit up, regaining strength as she let her wellspring feed off her emotions, her hatred of this situation. Looking to her comrades, she saw her growing rage mirrored in the eyes of Zap Apple and Vinyl Scratch. Zap’s eyes were watering as she raised shaking fists, looking ready to punch a hole through a dragon. Vinyl was as angry as Starlight could ever remember seeing the DJ, the frustration bubbling over as her horn also lit up and she pulled out her steel bat. Looking back to the horde of balloons circling them, Starlight didn’t care whether or not these things were intelligent enough to understand speech. She just needed to vent.

“You’ve just made the biggest mistake of your lives, as well as your last.”

The next twenty minutes would have fit in as part of any epic about grand battles of Equestria’s ancient past. The three mares fought ferociously, tearing through their rubber-skinned opponents. Starlight’s magic tore through the hordes, Zap moved like lightning as she punched and kicked the balloons into smithereens, and Vinyl swung for the fences with her bat and ruptured the skin of the balloons with her sonic blasts. There were a few moments where the tide turned against them, with Vinyl nearly being captured, only to free herself to re-join the fight. By the end of it, only about seven balloons remained. Seeing their numerical advantage vanish, they floated back up and disappeared into the ceiling covered in real balloons. Starlight, ensuring they wouldn’t come back, channeled her magic upwards. Vinyl followed suit and the two popped every balloon they could see. No monster corpses fell to the ground amidst the rubbery remains, meaning they must have teleported somehow.

Safe, if only for the moment, all three mares fell to their knees or sat down. Their exhaustion from the whole ordeal had finally caught up with them, as had the emotional ramifications of Flurry and Bonbon’s capture. Starlight broke out into open weeping, while Zap fought hard to wipe her eyes clean of any tears. Vinyl kept a watch for any new threats, but she did shuffle over to offer a shoulder for her fellow unicorn to lean on, one she instantly accepted.

After a few minutes of this, it was Zap who stood and steeled herself. Walking with purpose, she moved over to Flurry’s equipment and gathered it together. Vinyl and Starlight only noticed when she threw the buckler shield to land at her feet, and they looked up to see her now pocketing all of Flurry’s rations, gems and crystals before examining the crystal sword in her hands. Her magenta eyes were fixed on the orange jewel embedded in the blade of the weapon; a power her mother once wielded.

She then noticed Starlight and Vinyl staring at her. “What? Ah’m only takin’ these until we save Flurry an’ Bonbon. No mare left behind, right?”

“Heck yeah.” Vinyl said after a pause, a smirk adorning her muzzle as she shed her silver jacket and passed it to the nude mage before picking up the shield and Bonbon’s short sword. Starlight quickly put on the offered clothing before levitating over Bonbon’s grappling hook and her other gear and placed them in her own back. As the party was about to move out, Starlight walked over and placed a hand on Zap’s shoulder.

“Are you sure you’re going to be okay down here?” She asked, Zap immediately understanding she meant her fears of being below ground. For a moment or two, those fears flashed across the rainbow-maned fliers’ face, but one thought of what fate Flurry would face if she were left down here banished any doubt from her mind.

“An Apple never backs down from a fight. An’ besides, what kinda friend would Ah be if Ah turned tail and ran when Flurry needed me most?”

A small smile grew upon the unicorn’s face. “Your mom would be proud.” Seeing that smile returned, and that Vinyl was ready to go, Starlight nodded. “Now, let’s save our friends.”

They moved into the tunnel, but did so with weapons raised and at a cautious pace. Their eyes scanned every surface, every nook and cranny as they proceeded down the tunnel. It began spiraling downward, like a natural staircase, but pink webbing adorned the ceiling and walls. There were even patches of it on the ground, which both unicorns had to avoid as Zap had chosen to remain airborne. 

For the better part of an hour things continued like this until, finally, they entered another cavern. This one appeared smaller than the one before; only around forty to fifty feet in diameter, but there were no balloons. There were also four separate tunnels, each labelled. The one to their left was apparently the kitchen, to the right was the nursery, straight ahead led to the bedroom, and there was a hole going straight down in the center of the floor that was labelled timeout.

Before anypony could say anything, an eerie laugh echoed up through all the tunnels. A chill ran down the spine of the unicorns as they looked to one another, recognizing who it belonged to.

“Oh wow, you three sure took your time, huh?” It asked with giddy joy, though the tone had the opposite effect and only put the three mares even more on edge. “Time’s the one thing you don’t have, by the way. A week in Equestria does strange things to a mare. Now stop dithering up there and come find us. We’ve been waiting forever for this, you know?”
> Chapter 14: Laughter
> --------------------------------------------------------------------------

Flurry Heart was slow to surface from the depths of unconsciousness. When she did, her pulse skyrocketed and her fatigue vanished.

Her body was pinned to the cavern wall in a work of pink webbing. Her arms were held overhead, her wings completely enveloped and her legs spread wide before being covered from mid-thigh onwards. She was naked save the dream amulet still clasped firmly around her neck, but felt something sticky surrounding her horn. An attempt to cast magic yielded no positive results. She was well and truly trapped. 

Looking around, Flurry found herself in another, far larger chamber than when she was last awake; the ceiling climbing over a hundred feet into the air. The chamber was lit by the same glowing pink crystals she had seen upon her descent into the mines earlier, however long ago that now was. The alicorn’s thoughts chose now to drift to her friends. Were they alright, or were they spirited away by those balloons as well? A quick glance around revealed she was alone, souring the princess’ mood and heightening her worries.

“Aww. Don’t feel sad. After all, this place is the best in Equestria at turning frowns upside down. And I should know…” At the advent of this new, concerningly chipper voice, Flurry looked back up and her fears climbed higher. “I’m the best pony ever at making ponies smile.”

Before her, as if appearing from out of thin air, stood a massive pony-monster hybrid. Her head and torso resembled those off a dull pink earth pony, though perhaps she was once a unicorn, given the jagged, knife-like black horn that arose from her forehead. Her mane was a slightly darker shade than her body, falling straight down her back and around her face, a face that bore an unsettling smile and almost manic gaze from those blue eyes of hers. Her breasts were the size of a small house each, topped with puffy areola and inverted nipples. However, Flurry thought she saw the heads of two grey mares peeking out from each indent; one was a lighter grey with her mane in a messy bun, while the other was a darker grey with a short-cut lighter mane. The rest of this mare’s body leaned more towards that of an insectoid beast. From the waist down, she had a spider’s abdomen that shared her torso’s colour, and was held aloft by six spider legs that ended in scythe-like tips. From the mare’s biceps down, Flurry saw her arms split into a bushel of tentacles. Each was the width of a tree trunk, and the young mare feared what even one of those would do to her body should this pony have her way. The last aspect of her visitor that stood out was her cutie mark; three balloons of yellow and blue, buried beneath a glowing pink heart symbol. Just like that of Bad Apple.

Something tugged at the ancient recesses of Flurry’s memory, and upon seeing the cutie mark and hearing the voice, combined with the briefings she had received before the mission began, and it all clicked into place.

“P-Pinkie Pie…?” She asked, the shock evident in her voice.

Pinkie responded by replicating a loud buzzer sound. “Wrong! Pinkie Pie was the dumber, less fun, old me. I’m Pinkamena Diane Pie now. Super Orgy Party Pony Extraordinaire!” She raised her writhing masses for arms in the air, waving them as confetti shot out of nowhere and a trumpet played a short yet triumphant flourish. Whatever reaction the monster mare had expected didn’t eventuate, as nothing but shock and fear filled Flurry’s face.

“Aw, don’t be such a downer, Flurry. I’m really happy you’re here, and that you chose me over that slimy slut Rarity. Besides, everypony already knows what she can do. It’s finally my turn to strut my stuff.” The corrupted mare’s tentacles began wriggling, much to Flurry’s concern.

“W-Where’s Bonbon?” Flurry asked, shaking off the overwhelming dread of her situation. “What have you done to her? To the others?”

“Oh, Bonbon’s fiiiiine.” The party mare rolled her head along with her eyes. “She’s just joining all the other party guests. You, however, are a VIP. And as such, you need a more… personal touch of Pinkamena magic.” As she finished her ominous declaration, Pinkamena leaned in and extended one of her tendrils towards Flurry, its tip splitting into even more, smaller limbs as they approached.

“W-Wait. Pinkie, wait!” Flurry begged, squirming in her bonds as the tentacles grew closer. They halted, a curious look on the monstrous pink face above. “Pinkie, please. I know I can’t remember when we played when I was younger, but I know this isn’t the real you. We managed to save Applejack. We can save you too. So please… please, let me go, and we can help you.” For a moment, it looked like the princess’ words would reach the former element bearer. Her tentacles slackened and edged away, if only slightly, and her face looked pensive and uncertain.

But in an instant, she shook it off and her manic grin returned. “Nah.” The writhing mass of appendages surged forward, coiling around Flurry’s breasts and lathering her coat with the sticky substance they were coated in. “No offence, Flurry, but that’s just boring. Besides, our readers came here for a show…”

One tentacle reared back and grew small nubs along one side, then ran itself between the alicorn’s legs and against her crotch. The nubs flicked against both of her lower entrances, lighting a fire along her nerves as the pleasure washed over her. The ends of two tentacles opened up, like a flower with four petals. Lining each “petal” was a bed of wriggling nubs like on the one assaulting her nethers, but it also sported a thin needle in its centre. With her melons held firmly by other limbs, Flurry could only watch on in horror as the needles were inserted into her nipples, while the nubs began stimulating her areola. Finally, on top of all the other attention she was receiving, another tentacle tipped with a needle lowered itself before her. The tip made contact with her chest just above her breasts, then began tracing a line of glowing pink magic over her collarbone, the princess’ internal heat rising with each new inch of the design added.

“…And what a show you’ll make for them.”





“S-So… which way?” Zap’s answer broke the silence in the wake of the echoing voice. The four tunnels each held ominous shadows, hiding whatever horrors lurked within.

As they stood there, Vinyl stepped forward, took a deep breath and concentrated. Her horn lit up as she stretched out her sense of hearing. Down through the tunnels to wherever they ended up. Despite most thinking the volume of her chosen music genre would’ve deafened her by this point, years of working on and perfecting her craft had only heightened Vinyl’s sense of sound to an insane degree. Many ponies had learned to stay out of sight of the unicorn if they wished to talk about her behind her back, her hearing was so keen. As such, with her magic boosting it in this echoing cavern, Vinyl picked up a familiar voice coming from the right tunnel; the one labelled as the nursery.

“I’m picking up something down this way. Come on!” Without waiting for the others, Vinyl drew her bat and ran down the tunnel, with Zap and Starlight in quick pursuit. The tunnel wasn’t as long as the one that had led down this far but it still took them around fifteen minutes to traverse, with Starlight accidentally running into a string of cobwebs.

Upon entering this new chamber, a sense of recognition swept over the mage. The subterranean chamber had water – proper, fresh water – running along in a stream. There were luminescent fungi that lit up the chamber in place of glowing gemstones, and a mostly intact, queen size bed rested on a flat surface of rock over to the left with the remnants of other furniture surrounding it.

This was Maud Pie’s old cavern, and Starlight was glad her friend couldn’t see what it was used for now.

Hundreds, maybe thousands, of pink eggs littered the cavern. Comparable in size to dragon eggs, they were resting on the ground alone or in piles, as well as stuck among the pink webbing all over the cavern. If it wasn’t the eggs that were everywhere, it was their seedbeds. Mares, stallions, even other bipedal monsters of both genders. All were restrained, with bulges beneath the skin of bloated bellies, breasts and ball sacks showing signs of where the eggs were coming from. Scattered sparsely among the victims and eggs were spider-pony hybrids. Starlight recognised these mares resembled Pinkie Pie, though the whites of their eyes were pitch black, and their irises a glowing pink. Their manes fell flat instead of poofy and limbs had been replaced, or perhaps they were born corrupted like that, as from the bicep down it was a writhing bushel of tentacles, while from the upper thigh onwards their bodies merged into that of a spider’s abdomen, with six sharp legs holding them aloft.

But of all these individuals around, two stood out to the talented unicorn. One was the overly bountiful Marble Pie; weeping as she sat on the bed whilst one of these spider Pinkies kissed her neck and caressed a puffy nipple with a tendril. The other was Bonbon. She was stuck in webbing, resting on her neck with her bare rear pointing to the ceiling. She too had one of those Pinkie clones taunting her, and the free mares tensed as another three approached.

“Hey look, new toys!” One of them stated enthusiastically.

“I wonder how many eggs we can fill them with?” Another questioned.

“Oh, I can’t wait!” 

With that exclamation from the third, all three charged the would-be rescuers. The groups split into pairs, with weapons drawn and tendrils wriggling at the ready. Zap took flight, backflipping out of reach of the swirling limbs. The clone charged again, but this time Zap closed the distance. Using Flurry’s sword, she sliced a tendril clean off, then followed up with a brass knuckle-aided uppercut before zipping out of reach again. A short distance away, Vinyl was finding success with a similar tactic. Rather than dodging acrobatically, she blocked with her magic and retaliated with her bat and Bonbon’s short sword. A burst of magic cleared all tentacles out of the way for the DJ to land a full, backhand swing with the bat to knock the clone down. She had to back up to avoid being caught, but the aggravated look on this fake Pinkie’s face proved she was getting somewhere.

Unfortunately, Starlight wasn’t. This clone seemed as evasive as the original Pinkie Pie, as every magical blast she shot its way was weaved around with ease. Too late did the unicorn realise the clone had closed the distance, and with a whip of three tentacles, she was knocked backwards. Thankfully Starlight landed on something soft, but that something moaned. This split-second distraction was enough for the clone to turn around and spray more pink webbing from her nipple-like spinneret. Starlight was trapped against the wall, discovering her head had landed within the yellow cleavage of another mare. Before the mage could cast any spell to free herself, the clone closed in again and giggle as she smothered Starlight with her own bountiful bosom. Surrounded on all sides by breasts, Starlight tried to ignore the milk still slowly churning within her own chest, or the tendril that had just started rubbing itself against the lavender pony’s cunt.

Even smothered as she was, Starlight still heard the pleasure-filled cry that echoed throughout the cavern. While Zap looked over to see the state Starlight was in, Vinyl turned and saw that the clone standing tall over Bonbon had decided to quit the foreplay and dive right in. An equine cock had grown from the spinneret and was now plunging as deep as it could into the earth pony’s anus.

“Hold on, Bonbon!” Vinyl yelled as she tried to reach her comrade, only for her opponent to block her path and drove her back onto the defensive. Zap, meanwhile racing towards Starlight, easily flipped over the attack her clone attempted and lashed out herself. The clone froze for a moment before falling down, her head rolling away from her body. Zap didn’t stop to witness this. Instead, she kept charging and swung Flurry’s sword with purpose. Half of the tentacles of the clone molesting Starlight were severed, the monstress roaring in pain and backing away. Zap then cut Starlight free and the two presented a united front against their foe.

Vinyl stopped backing up when her back hit a rocky wall, and ducked when her adversary launched her tentacles at her. Scooting beneath the pink monster, the DJ summoned as much magic as she could muster and launched the spider with a blast of audible magic. The clone flew into the air a little, before landing hard back onto the ground. As she stood up and regained her senses, the clone felt the cold steel of Vinyl’s bat held against her neck before a sharp pain filled her torso. Looking down, the blood-soaked tip of Bonbon’s sword had broken through the spider’s chest, and she slumped down to the ground in a lifeless heap.

“Ngh! Hah, hah… C-Can’t… cum… No, I can’t… I, I’m cumming. Cumming, cummiiiIIIIIIIINNNGGGG-AAHHH!”

Again, the earth pony’s carnal screams filled the cavern. All free mares turned to see Bonbon’s eyes rolling up and her teeth gritted as her stomach inflated. The three combatants saw that a second cock had emerged while they had been struggling, and was pumping monster spunk into both of her lower holes. Not only that, but beneath the skin, small bulges were poking against the inside of Bonbon’s bloated belly. Her body spasmed with each new bulge, before the monster pulled herself out and now approached Vinyl, her still twitching cocks leaving a gooey trail from the agent’s crotch.

“You’re gonna pay for that!” The clone screeched as she charged at Vinyl. The white unicorn stood her ground until the clone was less than a metre away. She then used her magic to hurl one of the pink eggs at the monster’s face. While distracted, she rushed in and sliced the arachnoid legs on one side, then clambered up onto its back.

“No! You’re. Gonna. Pay. You. Bitch!” Vinyl punctuated each shout with either a clubbing blow to the head or shoulder with her bat, or a stab in the back with the sword. Over and over again she struck, and with each blow, the spider clone drooped lower and lower until it too dropped dead. The other clone charged at Starlight and Zap, but it ran head-first into a barrier created by the mage, which left it vulnerable for the rainbow-maned pegasus to flip over and skewer the monster in the heart. They slowly converged, leaving the only monster guarding Marble left.

“S-Stay back!” She nervously called out, tendrils curling around the body and neck of the grey earth pony. “Or else!” Her less than convincing threat was answered by Starlight raising an arm and casting a spell. The clone was forcibly teleported away from the Pie pony and levitated just in-front of the warriors.

“If you wanted her dead, you would’ve done it already.” Starlight’s cold rationale served as the signal for Zap and Vinyl to proceed, and the two quickly disposed of the clone. 

As they came down from the high of battle, Zap looked around at all the other bugs and free monsters eyeing them warily. “What?! You wanna try us?! Bring it, then! Y’all don’t stand a chance!” The bellicose challenge from the young Apple echoed throughout the cavern, and was more than enough to scare off any beast that would dare try anything. 

Vinyl took the break in hostilities to rush over and cut Bonbon free. “Bonbon, you okay?”

“Ugh, I… I think-oof. Hah, I think so.” The beige earth pony grunted. Vinyl helped her down gently, though every movement resulted a little spurt of sperm escaping her cunt and ass. Slowly she was helped to her feet, with one hand firmly resting against the bumpy surface of her ballooned belly. Together the two slowly approach the bed, where Starlight was embraced by Marble in a side-on hug. The earth pony’s mouth was moving, but only the quietest of whispers could be heard.

“I-I’m sorry, Marble,” Starlight apologised. “I can’t hear you.”

“Hold up. I’ve got this.” Vinyl stepped up again, using her magic to sharpen her already-impressive hearing. “Go again.”

With a nod, Marble spoke again. This time, Vinyl translated her words into a louder volume. “She’s saying she’s grateful we saved her, but that we need to get out of here. Pinkie won’t show us any mercy.”

“Not without Flurry.” Zap stated firmly.

“She’s right,” Starlight followed up. “We need to save Flurry, and Pinkie as well. Frankly, I’m surprised she hasn’t done anything worse than grow your chest.”

Marble responded, and Vinyl resumed translating. “Pinkie hasn’t touched me.” At the confused looks of Starlight and Zap, she went on. “She’s used me as bait to lure ponies and others in, but she’s never tried raping me… I know she’s done terrible things, but I think that means my sister’s still in there somewhere.” The other mares gathered went silent at that. Deep down, Starlight had hoped that was the case. It had been with Applejack; evident in how she had raised her children, and how she ran Appleloosa. But what Pinkie was presiding over, and given her original eccentricity, doubt on whether the bubbly party planner was still in there had grown.

But, looking at Marble’s small smile from behind her long fringe, hope slowly sparked back up. “You’re right. Pinkie has to be in there somewhere, and we’ll bring her back.” Standing up, Starlight looked over their band of adventurers. Zap was the beacon of determination; one that would be the envy of either of her mothers in their prime. Vinyl shared that determined look, a confident smirk added in for good measure. Though still feeling the effects of her brief imprisonment, Bonbon nodded in a sign of her commitment as she took back her short sword and grappling hook from the DJ. That left Marble Pie. As the unicorn had noticed earlier, the grey earth pony wasn’t confined to the bed in any possible way bar the weight of her overflowing bust.

“I know it’s a lot to ask given what you’ve been through, but do you want to come help us bring Pinkie back?” Starlight extended her hand to the buxom Pie. Marble looked at the hand wide eyed for a moment or two, and shrank in on herself slightly before taking a deep breath and shaking the unicorn’s hand.

“Uh, no offence,” Vinyl spoke up, “but how are we gonna get to wherever Pinkie and Flurry are with her… you know…”

“Leave it to me.” Starlight answered with a confident grin, but as she turned back the levitation spell she was about to cast proved useless as Marble slung her arms beneath as much of her titanic tits as she could. With what could only be practised grace, the rock farmer stood up in one fluid motion, barely stumbling despite the sheer amount of titflesh spilling over her arms. “Uh… okay then.” The unicorn stuttered, her magic fizzling into inactivity. “You… wouldn’t happen to know which way leads us to Pinkie, would you?” Marble nodded and, slowly, she shuffled her way back through the tunnel through which the party had entered, with all four mares in tow.

“Um, what about the others in here?” Vinyl asked as they left, her hovering close to Bonbon.

“Once we’ve rescued Flurry and Pinkie, we’ll come back for them.” Starlight responded, herself walking within arm’s length of Marble.

The going was slow. A couple of times Zap wanted to fly ahead, eager to save Flurry as soon as possible. But Starlight would not allow the group to be separated again. Marble wasn’t the only one whose corruptions were slowing the group down. Bonbon’s gait swayed as she struggled with the weight filling both her womb and stomach. Vinyl was always there to steady her if needed, but it still took them around half an hour to make their way back to the crossroads, feeling as lost as they had been before.

“Oh wow. Lookin’ good, Bonbon!” Pinkie Pie’s voice rumbled once more from all around. “If you thought that was good, just wait until you see Flurry. She’s coming along sooo well.”

“What’ve ya done t’ her?!” Zap yelled angrily at the tunnels, brandishing the alicorn’s sword.

“First you have to find me.” She replied in a sing-song tone.

Starlight turned to the busty Pie. “Marble, which way?” Marble nodded and slowly led the group down the central Bedroom tunnel. Again, the journey took over twenty minutes as the five mares shuffled down the descending path.

Into the larger chamber they emerged, more pink crystals illuminated the massive cavern. Taking up a full half of the cavern was the giant, monstrous form of the corrupted Pinkie Pie. Marble withdrew her arms to cover her mouth in shock, nearly falling forward due to her breasts sagging back down. Starlight’s magic was the only reason why she remained upright, but her eyes didn’t leave their place. There, emerging as the nubs of Pinkie’s inverted nipples from her house-sized breasts, were her older sister Limestone and her mother, Cloudy Quartz. Both had vacant eyes as their mouths opened up in orgasmic glee; their arms having disappeared, leaving them as nothing more than a head and torso emerging from those titanic tits. While Marble was staring at her family, Starlight and Zap’s horrified gaze was directed to the wall on their left.

Flurry Heart was near unrecognisable. Webbed to the wall, her horn and eyes were also covered in pink webbing. That may have been a blessing in disguise, however. While her sight was deprived, her breasts had been forcibly grown once more. If Starlight had to guess a cup size, she thought Flurry was now up to N cups. The size wasn’t the only corruption though, as beneath each of her erect nipples stretched a leaking slit. Her breasts were now home to an additional pair of vaginas, each leaking sperm as a pink tentacle retreated. A third tendril removed itself from her lower lips, a stream of sperm trickling out in its wake. Finally, much like the emblem hovering over Pinkie’s cutie mark, a similar design was etched over Flurry’s collarbone, emitting an energy Starlight knew at once was erotic magic in nature.

“Hi girls. I don’t know about you, but I think Flurry looks ready to party.” Pinkie smiled manically, her tentacles retreating from the panting alicorn as the monstrous insect-pony turned to face her new guests. Zap’s wings spread and she brandished Flurry’s sword, but an outstretched hand from Starlight gave her pause.

“Pinkie, please listen to us.” Starlight immediately gained the pink monsters’ attention, her eyes narrowing. “This isn’t you. I know you didn’t ask for this. We can help you turn back to what you were.”

Pinkie’s focussed glare disappeared behind a theatrical yawn before that manic smile returned. “Oh please, Starlight. Are you and Flurry reading from the same script? You said almost word for word what she did earlier. Also,” her tone grew a fraction more serious, “get with the times, Starlight. It’s Pinkamena Diane Pie now. Pinkie Pie’s the dumber, old me. Besides, I can make ponies so much happier as I am now.”

“Happy?” Zap ask incredulously. “Happy?! Does Bonbon look happy t’ you?!” She pointed to the bloated earth pony, her expression revealing her weariness. “What’s more, you did that t’ yer own sister. Has she ever once said she was happy with this?! Does she look happy t’ you?!” The insane surety Pinkamena displayed seemed that little bit more fragile as Vinyl stepped forward.

“Pinkie… We’ve known each other for ages, thrown some awesome parties together and had great times. So, I think I know you pretty well. I’m not sure how much of the old you is still in there, but there’s one thing I do know; the old Pinkie Pie would never think hurting ponies like this was fun.” These words stung, as the giant form of Pinkamena scuttled back a few steps on her scythe-like insectoid feet, her face betraying the look of emotional pain. The erect nipples that were her mother and sister were now retreating back into her breasts as her tentacles twitched agitatedly at her sides.

“O-Oh… you want fun, do you…?” She replied, a manic chuckled that more resembled a growl escaping her throat. “I’ll show you fun!” With that, the tentacles all surged forward, ready to give these intruders the same attention and care given to Flurry Heart.

“PINKAMENA DIANE PIE!”

At once, everypony in the cavern froze. The tentacles hovered in mid-air, mere inches from the adventurers. All there, Pinkamena included, looked wide-eyed as Marble Pie, holding her overflowing bosom once more, shuffled forward with purpose. Her face wore the unfamiliar expression of stern determination as she stared her corrupted sister in the eye while she advanced. The other four mares didn’t make a move, shocked by the outburst from the quiet earth pony as Pinkamena’s tendrils retreated from her sister’s advance. She scuttled as far back in the cavern as she could before her abdomen hit the far wall, and she looked back to see Marble still wearing that firm glare at her.

“I am not having fun…” She stated as loudly as she could, never breaking eye contact. “Nopony in these mines is having fun. Except for you. Take a good, long look at what you’ve done. Look what you’ve done to your friends, what you’ve done to Mother, Limestone and I… what you did to Father and Maud…” At this last admission, she finally looked away, tears beginning to sting behind her eyes as the emotions tied to her family’s fate came crashing back to the fore.

She missed the moment as Pinkamena’s eyes opened wider than Starlight thought was physically possible. The corrupted element bearer slowly looked to the swollen, bulge-filled bellies of Bonbon and Flurry, along with all of Flurry’s other corruptions. She saw the enormous rack that Marble was bearing, only holding it up due to the insane strength most Pie family ponies possessed. Then she looked at herself, her corrupted form. Her “nipples;” her other sister and mother. And in her minds’ eye, Pinkamena saw the single wooden cross near the house with her father’s hat resting upon it… And the two unmarked mounds of dirt beside it.

Like a veil being lifted from her eyes, Pinkamena saw for the first time what she had done, and what she had become. Flashbacks of over twenty years ago flashed by, reminding her of how she, and all of Equestria, got to this point. The challenge. The seemingly endless breeding session with the corrupted Queen Chrysalis. Midnight merging her with the changeling queen…

…Breaking Fluttershy…

A massive thud resounded throughout the cavern as Pinkamena’s legs gave out. Her tentacles all went slack at her sides as her mouth opened and closed without any sound escaping. She looked down and saw Marble draw closer now, the sternness in her expression having softened into something more empathetic.

“M-Marble… I-I-” Pinkamena’s attempts to string a sentence together were halted when her sister’s hand came to rest against one of her legs. The look Marble gave her spoke volumes, but she went further by closing in and resting her forehead against it.

“It’s okay, Pinkie... I forgive you.”

In that instant, Pinkamena Diane Pie broke.

Streams of tears burst from her eyes like waterfalls, her wails echoing out through the cavern. The fact that Marble’s bust was being pressed between them as she rested against that insectoid leg didn’t matter. Decades of repressed sorrow over the state of Equestria, her friends, her family, and even herself, erupted out. A lone tentacle moved, putting Starlight on edge as she approached, but her fears were allayed when all it did was curl around Marble in a gentle hug. Her concerns dispelled, the mage dug into her bag and pulled out her last three reformation gems. Given three was enough to restore Applejack back to her original form, she assumed it would be enough here. Not wasting a moment, Starlight pressed the gems against Pinkamena’s leg. The light that filled the cavern was blinding, all mares present shielding their eyes as best each could. When the lit dimmed, Starlight felt both elation and concern in the same instant.

Pinkamena once more had a normal form, with her arachnid lower half being transformed back into a normal pair of pony legs. The glowing emblem had vanished from her cutie mark, revealing the blue and yellow balloons once more. Her arms had also been restored and, though still lifeless, her tail had returned to match her mane. But there were very noticeable differences, even more noteworthy considering Applejack hadn’t had such notable changes remaining after reformation. She was now as tall as Princess Luna had once been, and the slightly plump party pony now had an hourglass figure that could rival Rarity in her prime. See-through insectoid wings rested against her back, little indents pot-marked her forearms and shins. A familiar, jagged black horn emerged from the earth pony’s forehead, though no longer than the average unicorn horn. Finally, the areola of her puffy, inverted nipples were mismatched shades of grey; the only visible remnants of Cloudy Quartz and Limestone Pie.

Starlight’s concern grew at all of these obvious differences to the Pinkie Pie she remembered, but when those watery blue eyes of hers opened up, Marble turned to the unicorn and nodded with a teary smile of her own. This, along with the reformed earth pony giving her sister a big hug, was all the conformation Starlight needed.

Pinkie Pie was back.

“Flurry!”

A shout from across the cavern drew Starlight’s attention away from the return of her old friend to see Zap racing across to the bound alicorn, and soon she followed suit and rushed over. Using the princess’ sword, Zap cut Flurry free, setting her down as gently against the wall as she could, and then pressed three of her own gems into the alicorn. Once more the bed chamber was illuminated in radiant light, and when it dimmed down both Zap and Starlight were pleased with the results. Seemingly all of the corruptions inflicted upon Flurry during her absence had been reversed, but her breasts were still large. In fact, if Starlight had to guess, her chest was now a few sizes larger than when this day had started; resting at a K cup. More concerningly, however, was the unmistakable bulge in the princess’ belly that had been hidden beneath her bloated bosom. It wasn’t as stretched as Bonbon’s was, but the fact remained something was now definitely incubating within the alicorn’s womb.

“Flurry! Flurry, can ya hear me?” Zap nearly yelled as she took her friends’ shoulders in her hands, concern plastered across her face. Said concern seemingly washed away in an instant as Flurry’s blue eyes fluttered open.

“Wh-Huh? Z-Zap? Starlight? W-What’s hap-whoa.” Anything else the released pony tried to say was interrupted when Zap closed the tiny distance between them and gave Flurry a tight hug. When she pulled out to look at her, the pegasus mare was on the verge of tears herself.

“Don’t you ever leave us behind again, ya hear?! Ah was so worried ‘bout you, an’… Just… Don’t leave us behind again.” She collapsed into the hug once more, her emotions getting the best of her. But her feeling any form of shame about these feelings was erased when she felt Flurry’s arms embrace her in kind.

“I promise.” Flurry weakly responded, and the two friends resumed their hug.

Over at the other hug in the cavern, the two remaining Pie sisters came apart when a small pink light escaped Pinkie Pie’s chest. With all mares present watching, it shot up through the ceiling of the chamber, through the layers of rock and winding tunnels. Finally, it broke through the surface but didn’t stop there, instead shooting high into the sky. Once it vanished inside the pink clouds covering the area, a massive shockwave of energy spread out from it; clearing the sky of any and all clouds. The open sky was joined with that across the other side of the Ghastly Gorge. The clearing stretched to the Whitetail Woods to the north, the mountainous territory of the Arimaspi to the south, the gorge to the east to the borders of Las Pegasus and Somnambula to the west. Once enough of the late afternoon sky had been revealed, the pink light shot back down underground, returning to the bedroom cavern before embedding itself next to the Element of Honesty upon Flurry’s blade now that it was back in the alicorn’s hands. A small burst of light shone out and, when it had cleared, not only had Flurry’s bust shrank another size, but upon the blade now rested a small blue gem in the shape of a balloon.

“Wait, what is that?” Zap asked, staring at the newly-bejewelled blade.

“The Element of Laughter.” Starlight answered with a smile as she helped Flurry to her feet.

“How in tarnation is laughter an element?” The multicolour-maned pegasus asked as Flurry looked at the new gem. As she gazed deeper into it, the confidence in this quest she had started, though wavered by the events of this past week, felt restored in some way.

“I guess it’s like laughing in the face of sadness?” She guessed. “Like… never giving up hope?”

Starlight nodded. “That’s what I choose to believe.”

“Uh, hey girls?” Vinyl spoke up as all five adventurers came together around the kneeling Pie sisters. “Marble here says there’s still tons of bugs and monsters in these caves, and there’s tons more ponies and creatures captured. What do we do about that?” The other four mares grew silent, looking at the bodies of Flurry and Bonbon especially, but a pink face soon filled the DJ’s vision.

“Hey, um, Vinyl…” Pinkie began, sounding far timid than the unicorn remembered. “I… I know I’ve been a real meanie and everything, but if you wanna work together, I think I can fix the whole ‘tons of scary, evil monsters I helped make’ problem.”

Vinyl answered with a knowing smirk. “The P.P.P.A.S?” 

At this random assortment of letters, Pinkie’s smile grew to a more grateful, jubilant one than the crazed grin she had been wearing some half an hour ago, and Starlight swore she saw the pink mane and tail of the party pony poof back up before falling flat once more as she led Vinyl back to the entrance of her cavern. The white unicorn knelt down, held her hands out above her head like she was carrying a massive bowl and charged her magic. A shimmering disc of air appeared above her as Pinkie stepped up behind her. She took a deep breath in and then unleashed an ear-splitting shout.

“ATTENTION EVERYONE! THIS PARTY IS OVER!”

The shout echoed up and through the tunnel and, though the other six mares wouldn’t know it until later, each and every bug, monster balloon and Pinkie spider clone dropped dead instantly, while all the captives in the various caverns fell into unconsciousness.





Another white-furred soldier dropped dead as the demonic horde made slow progress up the jagged mountainside. The frigid night air made it all the harder for those demons and monsters more suited to warmer climates. But the fought on, knowing a far worse fate would await any that ran with their rulers behind them. Especially in the mode they were in.

To say Talvira was upset would be an understatement. Nodabba’s rage was just as potent, but at least she was venting said rage in the form of shredding foes with her talons and crushing them with each swing of her mace. No, as ruler, Talvira would rather let Nodabba and their minions do the grunt work, only wanting to step in for when they finally found the Storm King. She had expected to accomplish this feat within the day, but the weather wasn’t on their side this time, and the enemy, as foolish as they were, were using the terrain to great effect; launching ambushes and springing traps. They were embarrassing her horde, and by extension her.

Still, Talvira thought to herself with a sigh, trying to relieve her tension. Could be worse.

Fate decided to be cruel in that moment, as things got worse.

A stinging pain shot through her skull, if only for a second, but it was enough to make her bow slightly. A lightning quick glance revealed Nodabba had felt it too, but thankfully there were enough troops to protect her. Their ebony-armoured adversaries took this as a good omen, however, and pushed their assault; the horde actually began losing ground. They rectified this immediately, counter-charging to push them back, but Talvira had witnessed her forces weakness.

She spread her leathery wings and shot into the sky. The enemy tried shooting her down with crossbows and spears, but they were either intercepted by the horde, or simply bounced off the demoness’ shield. Her real opponent now was the weather itself; the icy wind made her work twice as hard to gain altitude, and the occasional bolt of lightning forced her to course-correct. Finally, far slower than she would’ve wanted, Talvira broke through the cloud cover to the reddening afternoon sky above. Casting her gaze north she saw it, and it made her blood boil.

Another massive patch of clear sky had opened up over Equestria, with both sides of the Ghastly Gorge now illuminated in sunlight.

Her rage overtaking her, Talvira summoned her silver, double-headed great axe and dove as fast as the lightning flashing alongside her; her furious war cry preceding her. As she broke back through the bottom of the clouds, both armies looked up and, for a split second, caught the visage of the absolutely livid demoness before she crashed landed into the enemy ranks. All across the battlefield, soldiers struggled to maintain their balance. Nodabba took flight with her own bat wings to avoid the destruction, yet she witnessed even more carnage. Further along the wintery mountain range, avalanches cascaded into existence; tumbling down to crush any poor souls in their path.

The cries of pain and terror pulled the demonic princess’ gaze back down to the battle where, with the smoke clearing, she saw her mother tearing the foe apart. She had heard many tales of her struggles during her time in Tartarus, but never had she witnessed the full fury of her mother in battle. With one swing, Talvira decapitated three of her opponents, and embedded her axe deep into the gut of a fourth. Said victim was lifted along with the axe as she then slammed it into two others who drew too close, all three lifeless when the axe was withdrawn. Looking up, she saw another group of white-maned monsters before her. Her core overheating, Talvira’s throat and cheeks bulged before she belched out a stream of black fire. The ebony inferno burned all caught with to ashes in mere moments and, by the time the demonic ruler stood once more, a good ten feet in-front of her was filled with nothing but ash, and terrified enemies beyond. When she turned back to face her own troops, even Nodabba was frightened by the snarling grimace upon Talvira’s face.

“I want us at the enemy’s gates by NIGHTFALL!” She bellowed. “Fail me, and what awaits the Storm King will be dealt to you a hundred-fold! Now FIGHT!” The horde, even more terrified of their ferocious empress, shouted a war cry and charged again. As they began pushing the Storm King’s forces back, Nodabba cautiously approached her parent.

“M-Mother…? What’s wrong?” The look Talvira gave the young demonette sent a chill down her spine.

“Those intruders.” She growled through gritted fangs. “Not only did they restore another element bearer, it just had to be the one beyond even our control.” The shocked look on the princess’ face conveyed her understanding clearly.

“We must crush this hamlet,” she went on, “and then immediately make our way back to Canterlot. If they can restore two Elements of Harmony in a week…” The statement went unanswered, the dread the two demonesses felt all the compulsion they needed to race back to the front of the horde and double the efforts of their troops.
> Meanwhile 2... Decisions
> --------------------------------------------------------------------------

“I just don’t understand why you won’t let me go.”

“Dinky, we’ve been through this a hundred times already.”

The sighed response from her adopted older sister only soured Dinky Doo’s already dour mood. The two sat at the dinner table in their Crystal Empire home, their meal growing cold as this contentious argument was heating up. Again. Ever since Princess Flurry Heart had announced her intention to journey down to Equestria in an attempt to save it, Dinky had wanted nothing more than to help. But Sparkler had volunteered before her, and convinced Starlight Glimmer that she shouldn’t be considered. Once Dinky discovered this, the rift between the two Doo sisters only grew wider and wider with each passing day.

“I mean, I’m as old as Sweetie Belle. She got to go. Why won’t you let me volunteer?” Sparkler, the weariness of this conversation having already played out incessantly over the last two weeks, rubbed her temples. She loved her little sister, but this issue was beginning to drive her up the wall.

“Dinky, you saw what kind of condition Sweetie Belle returned in, right? What condition all the other mares rescued are in? What if that happens to you?” She tried reaching across the table to take hold of the iris purple pony’s hand, but she jerked it away as Dinky abruptly stood up. The blonde-maned mare’s face was still scrunched up in frustrated anger and, though Sparkler knew she was partly responsible for it, she knew that there was another, far larger reason behind this.

“What?! Are you saying I can’t cut it? Is that why you won’t let me volunteer for heading on the princess’ mission?”

“No. What I’m saying is that I don’t want what happened to them happening to you.”

“I can take care of myself, Sparkler. I’m a grown mare now!”

“Then why don’t you start acting like it?!” Sparkler snapped; her limit reached as she stood to match her little sister. “Try seeing this from my perspective, won’t you? We both lost Mom. I don’t want to lose you too. She wouldn’t want you risking your life, either.”

“She’s not your mom!”

The moment the words escaped Dinky’s mouth, she regretted them. Her hands shot to her mouth in some childish attempt to catch them, but it was too late. Sparkler froze. Her hands twitched as her arms fell limply to her sides. Her eyes stared wide in shock at the younger unicorn, tears threatening to escape. For what seemed like an eternity, the two simply stood there, shocked silent at the outburst.

Dinky was one to finally break the silence. “Sparkler… I… I’m-”

“No.” Sparkler cut her off, her head dipping down to hide her eyes behind her fringe, though the tear streaks rolling down her cheeks were unmistakable. Her tone was soft and broken, but firm enough to hold Dinky in place. “I think you’ve said enough.” With that, the older sister solemnly walked out of the dining room before running up the stairs.

“Sparkler, wait!” Dinky cried out at the bottom of the stairs, but the slam of a door ended any apology she was about to attempt. Guilt welled up within the young Doo mare as she sat down on the bottom step. She didn’t know why she said what she said. It was a random outburst of anger, but she didn’t mean to go that far. Adopted or not, Sparkler had been an amazing sister to her. She just didn’t want to be babied like this when her, no, their mother was out there.

She was unsure how long she sat there, but eventually Dinky stood up. Her guilt-laden sorrow had melted away, replaced with determination.

“I’m sorry Sparkler,” she whispered as she moved back into the kitchen, cleaning up their forgotten dinner. “I’ll make this right. I promise.”





“Hey Rumble. Another late-night training session?”

“Yeah, if that’s okay?” Rumble feigned a bashful look as he spoke to the two guards protecting the training grounds. He chose this particular night as these two guards – a steel-blue crystal pony mare named Chrome Spear and an earth pony refugee named Caramel – were pretty lenient when it came to him training late into the night. Rumble pulling an all-nighter in combat training wasn’t anything new.

“Are you sure you should be pushing yourself this hard?” Chrome asked, concern flashing on her face. “I mean, you’ll no good to anypony on the mission if you’re exhausted before even getting called up.”

“Ah, colts will be colts.” Caramel waved off her concerns. “Besides, his brother Thunderlane pushed himself to the extreme a lot of times trying to become a wonderbolt, Ain’t that right, Rumble?” The grey pegasus nodded, thankful a Ponyville native like Caramel had volunteered for guard duty.

“Alright,” Chrome sighed, knowing she was outnumbered. “Just… just pace yourself, okay?” Another nod from the young stallion and the two let him in. He thanked them as he walked inside and kept a casual pace towards the training field for about a minute after the doors closed.

Once he was certain they had returned to their duty as guards, Rumble got to work. Spending most of his days since the announcement of the princess’ mission training for combat had its advantages. One was getting in despite the grounds being temporarily closed. Another was, as her made his way into the weapons storeroom, was that he had keenly observed the professional soldiers unlocking the cabinets containing the real weapons. Trainees like himself and Pound Cake were only allowed wooden training swords and weapons, but opening that cabinet full of crystal-bladed weapons felt like he was a young colt entering Sugarcube Corner for the first time.

Unzipping the duffel bag he normally brought his training gear in, he shoved a set of light crystal armour and throwing knives into the bag. Alongside said acquisitions were around three days’ worth of rations and a picture of his family from happier days. Zipping it back up, he then picked up two single-hand crystal swords and headed back into the open space in the middle of the square building. Though a late-night training session had been the cover story to get in here, that didn’t mean he was going to pass up the opportunity to sharpen his skills. As he swung the swords, gaining a sense of their weight and how best to handle them, he made the conscious effort to vocalise his strikes. This helped sell his lie to the guards outside. Another hard swing with both swords helped solidify the next part of his plan. Stabbing one sword into the ground, her grabbed the straps of his bag with his free hand, then spun in place to build momentum. With a big shout, he swung the sword while leaping in a spiral. He then let go of the bag, the momentum of his swing enough to fling it up onto the roof on the opposite side of the entrance. To mask the noise, he then followed through with another attacking routine.

Another five minutes of actual workouts and he decided that had been enough time selling it. As quietly as he could, he took flight and gently placed the now-sheathed swords next to his bag on the roof. Landing back in the training area, he grabbed a towel left from earlier in the day and wiped down all the sweat before making his way towards the entrance. Knocking on the door, he then opened it to the looks of the guards; Caramel surprised, while Chrome’s was more suspicious.

“Rumble? Done already?” Caramel asked.

“I just forgot something from home. Is it okay if I go grab it and come back? It’ll only take a few minutes.”

“What sort of something?” Chrome asked, eyeing the pegasus.

While he had hoped these two would just accept his reason, he had planned for this contingency. “I picked up some weighted wristbands and leg braces from the market the other day and had been wanting to try them out tonight. I haven’t brought them along before because I didn’t want to make the others jealous.”

For a little while Chrome scrutinised him, though to Rumble it felt like she was staring a hole through him for hours. Finally, she relented with another sigh. “Fine, but make it quick. Our shift ends in an hour and I doubt anypony else is going to like you being inside this late.”

“Thanks Chrome.” Rumble replied with an enthusiastic grin, though he followed it up with a theatrical yawn. “I’ll be back in a bit.”

He took flight, heading in the direction of the house he was leased. Button Mash had been with him initially, but moved out to live with Sweetie Belle once their relationship grew more serious. He kept his altitude low, to avoid any other guard patrols seeing him and thinking he was a monster that had snuck through. Once he was sure the guards couldn’t see him, Rumble banked hard and came back towards the training grounds, but from the other side this time. Landing softly on the roof, he slung the swords over his shoulders and grabbed the bag before fluttering down to the road below.

“Like taking candy from a foal.” He murmured to himself.

“Rumble?” The firm tone made the pegasus jump, but strangely it was one he recognised. One that didn’t belong to anypony on the guard. He slowly turned around and standing behind him was his old schoolmate Dinky Doo.

“D-Dinky? W-What’re you doing out this late?” He failed quite miserably in hiding the nervousness from his voice. The blonde unicorn levelled a flat stare at him.

“I could be asking you the same. Or perhaps, I could be asking you why you’re apparently stealing from the training grounds.” That golden stare cut him deep, and running now would look even worse. She could just tell on him and then there’d be no chance he’d be able to sneak out.

“Well,” he sighed, but stopped when he spotted Dinky with her own duffel bag. “…I’ll tell you why if you tell me the same.”

“Excuse me?”

“Why are you out here with a duffel bag of your own, huh? I won’t spill unless you do.” He jabbed a finger at her, her stern demeanour cracking somewhat.

“W-Well, I…” Dinky stuttered before sighing. “Okay, fine. I was going to sneak out.” She then leaned back in and jabbed her own finger back at him. “But you were going to sneak out too, weren’t you?”

“…Fine, yes.” He grumbled. “Look just… wait. You’re sneaking out? …Why?”

Dinky sighed again. “No offence to the princess, but I’m tired of waiting for them to find my mom, and as much as I love her, I can’t stand Sparkler keeping me out of the loop. All I want to do is help find Mom, and I just…”

“No, no. I get it.” Rumble interrupted, gaining her surprised attention. “I can’t wait any longer either. I thought the princess or Starlight Glimmer would choose me to help, but it seems they don’t need my help. But they haven’t found my mom yet, or Thunderlane, and I don’t want to waste another second stuck up here while they’re down there suffering.” The sound of ponies approaching spooked both of them and Rumble led them down a couple different streets until the voices faded.

“Okay,” Dinky asked in a hushed tone. “If we’re both trying to sneak out, then why not just go together? That way, we can watch each other’s back and do things either of us couldn’t alone.” Rumble thought this over. Part of him wanted to shake her off as he felt he’d be better alone, and that she would just slow him down. But he was well aware he could be hot-headed, and having another pony along on the journey would help immensely. He also noticed a small silver ring worn at the base of Dinky’s horn.

“Okay, let’s go together then. What supplies do you have?”

Dinky unzipped her bag and looked inside. “I’ve got about four days’ worth of food, uhm… about fifteen bits, aaaaaaand… a couple of spell scrolls Sparkler was practising in case she got picked for the mission.”

“Spell scrolls? Which spells?”

“Uhm, I think she had a beam attack, cloud walking and… teleportation, I think.”

The gears in Rumble’s brain started spinning even faster. “That’s perfect. You can teleport us out of here, then we can make our way to Ponyville. Even if our families aren’t there, we could find some clues as to where they’ve been taken.”

“Rumble, I’ve never tried any of these spells. I don’t know if I can do them at all.”

The young stallion took the unicorn by the shoulders and looked her in the eye. “Dinky, look at me. If there’s one thing I learned from my brother, it’s that if you don’t push yourself, you’ll never know what you’re capable of. Remember, this is for your mom.”

Dinky knew Rumble was using her mom as motivations for his own desires, but she still searched through the bag and pulled out the scroll. She took a moment or two memorising the requirements of the spell. It still seemed tricky, and she wasn’t as magically inclined as other unicorns, but it still seemed doable. She just needed to focus on a fixed location. A close and easy target was the Galloping Gorge. Only a few kilometres to the south, she remembered her Sparkler and their mother going on a camping trip there once. With their old campsite pictured firmly in her mind, Dinky began channelling her magic. A dull golden hue enveloped her horn as her magic built and built. She gripped the strap of her bag tightly with one hand before taking Rumble’s with the other. Ignoring the odd look on his face, she poured all her focus onto the spell and, once she felt she was ready, cast the spell.

In an instant, Rumble and Dinky Doo disappeared.





“Okay… okay, you can do this.” 

Lyra motivated herself softly as she once more stood in the cell that housed the entrance way to the fleshy caves below Canterlot. The same cell that held the buxom older mare, whom the mint unicorn had learned was Sluttershy’s own mother. Putting aside her feelings on that, and how unsettling it was clambering below her ever-gushing cunt, she made her way into and down the stairwell. Her pace was quicker this time, as she didn’t want to spend any more time than absolutely necessary. Arriving in the caves, filled with the lustful moans and cries of Celestia-knew how many mares, she activated her invisibility and journeyed further into the depths.

The further she went, the wetter she grew, and the more uncertain Lyra became that she could do this. Soon enough, there appeared a four-way fork in her path. Not wanting remain in one place for too long for fear of discovery, she chose the tunnel to the far right and hurried inside. The tunnels were illuminated well enough, though how Lyra couldn’t say, but this particular tunnel grew dimmer the further she trod. Finally, some light returned at the end of this passage, but the slave pony didn’t like what she saw.

There, fused to the wall was a massive off-grey globe with an ever-slickened vagina about a metre tall. Two head-sized breasts were perched atop this sphere of flesh, with tubes pumping what must’ve been gallons of some liquid into them. The larger orb swelled less than an inch with each injection, but from the sound of it, Lyra could only assume it was sperm. She’d spent decades drowning in it, she was fairly certain she knew it when she heard it. But it was the clit that held her attention, and fears. For the clit was actually the head of a mare. The head of a mare that Lyra knew.

Twilight Velvet.

The elder unicorn couldn’t see her or call out to her, her eyes and mouth covered in skin as if she were a living mannequin. Despite not having a mouth, she still moaned as the labia adorning the front of what was left of her body winked. The pumping paused, but only for a moment. Lyra watched on in horror as, with a loud moan, Velvet threw her head back and out of the pussy poured over a dozen infant monsters. Separate tendrils connected to the roof collected them one by one as the pumping resumed, spurring the corrupted unicorn to vocalise more pleasure.

Lyra didn’t stick around to see what happened next, turning and running out of the tunnel. She didn’t stop until she was back out at the crossroads. Her panic urged her to teleport back to the relative safety of the castle, but she physically slapped herself to hold those thoughts in check. It probably wouldn’t be long before Talivra returned from subjugating the Storm Kingdom, and if Lyra didn’t have something more substantial to show her, there was no guarantee she wouldn’t fuck Lyra back into the mindless hell of ecstasy.

Taking a few deep breaths, she stood back up again, only now noticing how freely the liquid bounty of her own bosom was flowing. Milk trickled down along the underside of her chest before dripping onto the ground. It was only a matter of time before something saw or smelled that, and Talvira’s protections only extended to the guards in the castle itself. Knowing she couldn’t stay there, Lyra chose the centre left tunnel and steeled her nerves as she went in.

This tunnel remained as well-lit as the rest of the caverns, but the echoing of carnal moans died down in this section. She soon found herself coming towards a large door. There was no handle; only a keyhole. But taking a peek through, she concentrated and teleported inside. The chamber resembled more of a laboratory, though the floors and most of the walls were still covered in that fleshy substance. One wall was covered in metallic, scientific equipment. Some of it Lyra recognised from her days back at Celestia’s School for Gifted Unicorns, others she couldn’t begin to guess their function. 

And over to her right, more horrors. Floating in three large tubes were her foalhood friends Minuette, Lemon Hearts and Twinkle Shine. The three unicorns had their wrists and ankles bound in that fleshy gunk, which was connected to the roof and floor of the tube. A second tendril opened up into a mask that covered the entire face of each mare, while a third was buried snugly in their snatch. The fact the three appeared unmodified was a welcome relief for Lyra, however small. She walked forward, resting a hand upon Minuette’s tube.

“I’m sorry I can’t save you three now,” she whispered. “But hang in there. My special somepony, Bonbon… she’s coming to rescue us.”

“Oh really?”

Ice flooded through Lyra’s veins at the voice from behind her. Slowly, the mint mare turned around and there, with a predatory grin spreading across her muzzle, was Midnight Sparkle. She checked and found the invisibility spell was still active. And yet, taking a few steps back towards the exit, the corrupted alicorn’s teal eyes following her movements.

“How very peculiar to find you down here,” she stated, matching Lyra’s pace as she approached her old friend. “Down in my private lab, aware enough to speak normally, and not begging for cock. How did you end up here, in such a state, Lyra?”

Lyra chose not to answer and instead teleported. She landed in the entrance hall of the castle, the shadows of the afternoon growing long through the windows as the obscene lights were being lit. But no soon had she stood up than Midnight teleported in right next to her.

“Hold still, you little-”

Lyra jumped once more in a flash of golden light. This time she arrived in the west wing of the castle, and immediately started running. She turned the corner just as Midnight popped into the hallway and kept moving, not looking back to see the former princess taking flight to chase her down. She took a sharp right and bumped into something soft, falling to the ground. Looking behind her, she saw Midnight rearing up on her serpentine tail, fangs bared.

“Now I’ve got you.”

“Stop!”

Both Lyra and Midnight froze, the unicorn only realising her pursuer was physically frozen from something other than fear. She looked in front of her, and up to see the off-yellow form of Queen Sluttershy.

“Bow.”

With one word, Midnight was forced to prostrate herself before her former friend. Lyra scrambled to her feet before taking up the customary pose all maids stood in before their rulers.

“Midnight,” Sluttershy asked, keeping her tone level and her firm Stare on the corrupted alicorn. “Would you like to explain why you are chasing a member of my love’s harem through the castle?”

“S-She snuck into my private laboratory,” Midnight stuttered involuntarily. “S-She must be a spy for our enemies. P-Please, my Queen. Allow me to-”

“I don’t think Talvira would be pleased with you tinkering with one of her chosen maids. Neither am I, for that matter. I will deal with her myself.”

“B-But my Queen-”

“But nothing!” Sluttershy raised her voice. “Now get out of my sight unless you wish for my love to give you an even harsher punishment.” Midnight growled in frustration, but ultimately teleported out of sight.

“As for you…” Sluttershy now turned to Lyra, her seemingly ever-erect cock head mere inches from the unicorn’s muzzle, “have some explaining to do.”

“I, I’m sorry, your highness. B-but I-” Her stuttering was cut off when the corrupted yellow pegasus placed a hand firmly on the unicorns’ shoulder and guided her forward.

“I’m sorry, Lyra,” Sluttershy explained in a kind yet firm tone, gently pushing the would-be spy right up to the doors of the royal bedroom. “But I think you should spend the night in our bed. That way, you can report your findings to me in a safe and… intimate… way.”





Midnight reappeared in the central chamber of her caverns with a roar of rage, drowning out the sounds of pleasure from her victims. Her anger overflowing, the mistress of magic snapped her fingers and, at once, all tentacles doubled their speed and intensity. The chorus of ecstasy escalated in volume as the alicorn slithered irritably slithered back towards her lab.

“Cozy Glow!” She bellowed. Within minutes, the young pegasus pupil flittered through the tunnels and landed nervously before her mentor.

“Yes, my mistress?” She asked with a low bow.

“We had an intruder. Why didn’t you alert me?”

The young mare squirmed in what Midnight could only assume was fear. “W-We did? I… I’m sorry, mistress. I was just preparing for when we finally unveil our plan.”

Midnight exhaled loudly through her nostrils. “Then speed that task up however you can. Our guest managed to infiltrate my lab. I’m unsure how much she saw, but I don’t want to take any chances.

“We’re moving the timetable forward. You have a few days, not weeks, to be ready.”
> Chapter 15: A Rainbow in the Dark
> --------------------------------------------------------------------------

“P.P.P.A.S? What in tarnation’s that supposed ta be?” Zap asked as Vinyl and Pinkie re-joined the group.

“The ‘Pinkie Pie Party Announcement Spell.’” Vinyl explained with pride. “Pinkie and I’ve thrown so many loud parties back in the day, sometimes you need a way to let everypony know something important. So, we use that spell.”

“Yep!” Pinkie chirped, slowly re-energising as she returned to Marble’s side. “And with that word of power thingy that all of us former main characters have, there shouldn’t be any more nasty bugs to fight in the tunnels.”

“You’re sure about that?” Bonbon asked with a sceptical eyebrow raised.

“Uh-huh.” Pinkie nodded. “After all, it worked with Applejack, didn’t it?” Bonbon’s retort died in her mouth, remembering how, with one word, all the captured ponies in Appleloosa had fallen unconscious. Plus, this was Pinkie Pie. Most Ponyville natives had their own stories of coming to accept the strange earth pony’s zany abilities and knowledge. Apparently, Twilight’s turn doing so had been quite the ordeal, if Applejack was to be believed.

“Regardless,” Starlight spoke up, moving closer to the exit. “We’ll need to search the rest of the cavern. There’s still plenty of ponies to free.”

“I’ll help.” Flurry volunteered, but she couldn’t even get to her feet before Zap Apple stood before her, hands on hips.

“Uh, uh. You ain’t goin’ anywhere, missy.” She declared. “What you need right now is rest.”

“She’s right, Flurry,” Starlight added, cutting off Flurry’s argument before it escaped her mouth. “You’re in no condition to navigate these tunnels. Same goes for you.” She now directed her gaze to the earth pony who, though slightly disappointed, nodded understandingly. “Vinyl and I will go searching through for other prisoners. We’ll meet you back here.” 

The two unicorns left before Flurry could muster a response, taking their time returning to the crossroads chamber. As they walked, Starlight summoned her quill and parchment from her bag, then quickly penned a letter before engulfing it in magical green flames.

“What’re you asking the Empire for? More ponies to help?”

Starlight shook her head. “More reformation gems. We’re running pretty low right now. And between restoring the Element Bearers and ourselves, we’ll run out at this rate.”

“It’ll be alright.” Vinyl said with her usual laid-back grin. “Once all five of us have those fancy necklaces, Rarity can’t hurt us anymore, right?” The other unicorn nodded. “And once that happens, then Sunburst can make more gems again, and we’ll be good.” Starlight merely smiled in response. Given what had happened this past week, she was starting to lose hope. Not just in the quest either, but in her own abilities; especially her ability to keep Flurry safe.

Shaking that off, the two finally reached the crossroads cavern. Sure enough, there were multiple clones of Pinkie that now laid on their back, their arachnid limbs curled up in the clearest possible sign of their death. Before going back to the cavern of the elder Pie sister, the two instead turned to go the other as-of-yet unexplored cavern. As they walked, however, Vinyl stopped by the massive hole in the centre of the cavern floor.

“What do you think’s down there?” The DJ asked as Starlight joined her looking down into the darkness.

“Only one way to find out.”

“Uh, Starlight? I’m all for being brave and all that, but I’m not jumping down there.”

The mage ignored her companions’ quip and summoned a sphere of light with her magic. She lowered her arm, letting it fall like a snowflake down the hole and illuminating it as it went. It was deep. Starlight had to assume at least fifty to sixty feet down. But as the bottom of the pit finally came to light, the eyes of both unicorns widened in shock.

At the bottom of the hole was the immobile body of a massive reptilian beast. It was covered snout to tail in dark green scales, its purple eyes, blank and lifeless. A mess of pink tendrils sprayed out around it from the back it collapsed upon, and from its mouth stretched more. That same mouth seemed to contain notably large pink mounds along its jaw in place of teeth, though neither mare wanted to go down there to confirm their suspicions as to whatever they might be. What wasn’t a mystery, however, was who this grotesque monster used to be.

“Poor Gummy…” Vinyl muttered, Starlight nodding her silent agreement. It seemed even pony’s pets weren’t immune to the corruption that had stolen their home from them. Travelling into the final available path, Starlight and Vinyl passed by more of the deceased Pinkie clones.

Had they been on their way to stop us? Starlight thought as they passed, the monsters all seemingly heading in the opposite direction to their destination.

A little while later, the two mares arrived in the kitchen. There was a large bench; probably one and a half times the height of an average pony, surrounded by cooking appliances occupying dedicated alcoves in the cavern wall. On shelves and smaller tables all around were pastries and baked bread foods. What was more concerning was how each of them had a mare or two trapped within. Mares were arranged as decorations atop creamy cakes, their heads emerging from the ends of crepes and strudels, and severing as a living pole for donuts to encircle. Thankfully, it appeared none of these victims were carrying any eggs, unlike those unfortunates in Maud’s old home.

At the centre of this chamber, laying on the floor among the dead clones, was a somewhat familiar stallion. He stood nearly eight feet tall, his yellow frame gangly and equipped with four thin arms that were nearly as long as Starlight was tall. Drawing closer they saw the square jawline and orange mane, and at once recognised the pony.

“M-Mr. Cake?” Vinyl stuttered as Starlight cautiously moved closer. Beside the baker’s head was an insectoid creature of some kind. From the outside, it resembled a BDSM mask with the only hole being for the nostrils. Thankfully, like every other bug and clone they’d encountered thus far, it was curled up dead, and a finger to the neck revealed to Starlight that Mr. Cake hadn’t joined them in the afterlife.

“He’s fine.” She stated, immediately allaying the DJ’s fears. “Come on. Let’s help get him and the other prisoners together. It’ll be easier to teleport them down to the others.”

“What about the monsters?” Starlight curious gaze was answered when she followed Vinyl’s nod. Amongst the ponies that were trapped, monsters were also prisoners either in food or awaiting their turn. They too were unconscious, though Starlight was lacking the motivation or energy to care for them now.

“We leave them where they are. There’s no guarantee they’ll want to switch sides like Applejack’s wolves did. Best leave it up to Pinkie what to do.”

A nod from Vinyl was all the answer Starlight got or needed, as the two unicorns freed as many ponies as they could. Thankfully none of them looked too corrupted beyond an overdose of carnal pleasure. Unfortunately, there were a few that weren’t responsive; their ordeals taking not only their sanity, but their life. Once grouped together, Starlight teleported the prisoners down to Pinkie’s bed chamber, then Vinyl and herself back to Maud’s old cavern. There were even more dead clones and bugs in here, curled up in their demise. Again, they went through the process of freeing the ponies, taking care not to get themselves stuck in the webbing. Vinyl inevitably did get stuck. A couple of times. Starlight didn’t mind, however. It kept her mind off the bloated stomachs of those they rescued. More concerning were the lump-coated breasts of mares, and even extremely swollen testicles of stallions; indicating gender wasn’t an issue for oviposition when it came to Pinkie’s monstrous form.

After an hour or so had passed, Starlight and Vinyl finally reappeared in the bedroom chamber. In total they had managed to save some fifty ponies or so, and each of them were now resting on sleeping mats beneath blankets that Pinkie Pie had pulled from seemingly out of thin air.

She’s back alright, Starlight thought to herself as the two unicorns gathered around the mats upon which Marble, Bonbon and Flurry sat. As Flurry and Zap laughed at the explanation behind the webbing on Vinyl’s feet, a quick glance in her bag revealed to Starlight she was running desperately low on reformation gems. Having need to heal themselves, as well as needing at least three to help bring the Element Bearers back, was taking a toll on their supplies. This also made Starlight aware of their limited teleportation crystals. Though they weren’t speeding through them as quickly, if there were more large groups of ponies like this, she worried when they’d run out.

“Whaaaaaaaatcha thinking ‘bout?” Starlight jumped a little at Pinkie Pie’s sudden intrusion into her personal space. This garnered the attention of the other ponies, the mage suddenly the centre of attention.

“Oh, well, I was just thinking we’re starting to run low on supplies. Until we get more from Sunburst, we’re walking a razor’s edge and can’t afford any more corruptions.” Flurry’s brow furrowed in guilt at that; her gaze dropping to her expanded melons, resting partially on her full belly. Her thoughts spiralled around her decision to scout ahead; yet another reckless and immature choice that nearly cost her everything. Before the weight of these choices could grow too heavy, a hand came to rest upon her shoulder. Looking up, the alicorn saw the reassuring smile of Zap Apple. The look the orange pegasus gave spoke volumes, and the tension within Flurry slowed ebbed back into the void.

“Oh Starlight, you don’t need to worry ‘bout getting everypony home.” Pinkie Pie spoke up, Flurry looking back to see the pony-insect hybrid rustling the unicorn’s mane. “Back while I was still that mean ol’ Pinkamena bug-thing, I’ve dug tunnels all over Equestria. Marble and I can get al the ponies down here to the Crystal Empire safely, and you five and travel wherever like sneaky ninjas. Which is reeeeeeeeeally handy considering the big monster stomping about all mad and stuff above ground.”

The other mares, including Marble, all stared at Pinkie in abject confusion. Zap was the first to regain her wits, responding with a flat “Pardon?” Before Pinkie could reply, a burst of green flames summoned a small bag as it fell into Starlight’s grasp. A quick check inside revealed another ten gems, raising her spirits a little.

“Well, if you’re saying there’s a monster up there, then we may as well camp down here for the night. It won’t be able to get in, right Pinkie?”

“Well duh,” the pink pony giggled. “The entrances up there were too small for me. No way some big stinky monster from Canterlot’s getting down here. Oh, you must all be super hungry, right? I’ll go whip something up. Be right back!” Pinkie rushed up the tunnel before anyone else could get a word in. A small laugh emerged from Marble as she sat upon her mat, her enormous chest on the ground before her.

“…Was she always this… energetic?” Zap cautiously as the other mares sat down.

“More or less.” Shrugged Bonbon.

“In any case,” Starlight spoke up, regaining everypony’s attention. “We need to start using these gems as sparingly as we can. With Sunburst focussed on making the dream amulets, I can’t imagine there’re many more gems left back in the Empire.” She then distributed out the gems, with Vinyl taking one, and the other nine being split evenly amongst the original three adventurers.

“Flurry,” Zap spoke up, reaching into her own bag for more gems. “Ah think you need a little more...” She blushed as she nodded at the alicorn’s bloated breasts, but before the gem could make contact, Flurry grabbed Zap’s wrist.

“No, I’ll be okay.” She said with a smile and a shake of the head, but the expressions on Zap and Starlight’s faces begged to differ.

“Say what?” Zap exclaimed, taken aback.

“Flurry, you honestly can’t expect to fight like that, right?” Starlight spoke up, gesturing to her nieces’ bosom and belly.

“Yet you just said we can’t afford to waste these,” Flurry countered, using her magic to rise to her feet, yet Zap still offered a steadying hand to keep her upright. “We keep wasting these gems on fixing me up, yet I keep getting changed back. We might as well wait until I’m in a worse state before using the gems. They should be a last resort.”

“But Flurry-”

“No!” Flurry cut off Zap, but softened her tone at the sight of the Apples’ shocked expression. “I’m sorry, but we can’t waste our resources on constantly fixing me up when we need them for others. Until I get worse than this, we wait. Agreed?” Starlight and Zap shared a concerned look, while Bonbon and Vinyl wore similar expressions, but they eventually nodded their consent.

“As long as you’re sure you can go on.” Starlight finally responded. Flurry nodded before Zap helped her back down to a sitting position.

“Hi again!”

All mares save Marble jumped as Pinkie re-emerged out of the blue, unfurling a large sky-blue blanket to reveal a delicious assortment of pastries and cakes. Flurry’s mind struggled to find an answer outside magic as to how the food went unsquashed or the blanket unstained. But, while Zap shared her confusion, seeing Starlight, Bonbon and Vinyl digging put her questions on the back burner. Seeing this and no doubt knowing what was running through her mind, Starlight smiled and simply stated “It’s Pinkie Pie. Don’t question it.” Despite the setting and the preceding hours, the six conscious ponies enjoyed the meal and got to informing the former Element of Laughter of what had happened in the Crystal Empire since the fall of Equestria. Pinkie got emotional hearing how the Cake twins had grown up and become such dear friends to Flurry.

“Oh, I can’t wait to see them being so happy.” The pink party-thrower stated, wiping a happy tear from her eye. “I bet I’ll see them in my dreams. It’ll be the best, most wholesome dream ever!” Pinkie exuberant mood soured somewhat at the lack of a response. “What? What’s wrong?”

“It isn’t you, Pinkie.” Vinyl spoke up. “It’s Rarity. She’s been harassing us in our dreams.”

“I guess we’re a bit apprehensive about going to sleep.” Starlight added, but Pinkie brushed this off with a smile.

“Oh, don’t worry about it. Rarity never visits dreams around here.”

“Wait, what?” The five responded as one, shock rife in their voices.

“Yeah,” Pinkie explained with a shrug. “She poked around a couple of times, but said my dreams were too crazy and never came back.”

“That seems too good to be true.” Bonbon piped up.

“Yeah, but it’s been a long day, and we’re really in no position to do anything about it.” Flurry stated, with Starlight nodding in agreement. “We’ll just have to take Pinkie’s word for it.”

And so, the seven mares readied themselves for bed. Pinkie and Marble slept together, laying on the younger sister’s expanded chest as any other position could leave Marble at risk of suffocation. Bonbon and Flurry laid down on their sides, with the princess flanked closely by Zap. As her blue eyes closed, the alicorn willed with all her heart for Pinkie’s words to be true before sleep finally claimed her.





Flurry silently vowed to never doubt Pinkie Pie again.

The party was now travelling through empty tunnels heading east, their way illuminated by the light spells she and Starlight were casting. It had been a few hours since they had departed the mines of the rock farm, with Manehatten their new target. Upon waking up from a full, normal night’s rest, the re-energised party decided they needed to end the spectre of the fashionista invading their dreams, and with only Bonbon and Vinyl still missing dream amulets, they would most likely be immune to her advances by the time they arrived in the city. Pinkie also revealed that, in order to purify Rarity, they’d need to find her real body. Luckily, Vinyl was an expert on Manehatten, having performed there many times before Equestria’s fall, and knew it like the back of her hand.

Pinkie had chosen to stay behind with Marble, preparing to lead the captured ponies back to the safety of the Crystal Empire like she said. Before they left, however, she had given the group more food for the journey, as well as scavenging for more clothes for the naked Flurry and Bonbon. Though most, if not all, of the clothing was skimpy at best, it was still better than nothing. Flurry looked ahead at the waddling form of Bonbon, now wearing black short shorts and a pink tank top cut short at the bottom. Though it covered her nipples, there was still the slightest sliver of underboob visible between the fabric and her swollen stomach. Looking down, Flurry felt her face heat up with a blush at the sight of her new wardrobe. A black G-string lay beneath a pink skirt that was so short it was almost useless. Her chest was contained within a black boob-tube with a gold ring in the centre front of the piece. The garment was still struggling though; clearly its previous owner hadn’t been as well-endowed as Flurry was now, and she had to be careful. The princess feared the slightest wrong move would be enough for her bountiful bosom to escape and destroy the piece. Looking back up, Starlight now wore a navy-blue bra beneath Vinyl’s large white jacket. The DJ had insisted Starlight needed it more than her, and Flurry found it hard to disagree.

Their journey was slow; not only were they navigating via Starlight’s magic and tools borrowed from Bonbon, but also their pace was slowed by the two pregnant members of the group. Flurry occasionally took flight to keep up, but the extra weight she wasn’t used to carrying made keeping it up difficult. The effort was more noticeable for the flightless Bonbon. She waddled along, with Vinyl hovering close for assistance and protection if need be. Flurry could tell the agent was frustrated being so dependant. She did too, but she didn’t want to cause a scene knowing that, of the two of them, the princess got off easier.

After hours of winding tunnels and caverns, Starlight brought the party to a rest in a small alcove adorning a large tunnel. As the others began setting their equipment down and resting, Starlight pulled out an old map of Equestria and a small crystal on a string. Flurry immediately recognised what her aunt was doing as the crystal glowed a low shade that matched the aqua of Starlight’s magic, but it circled on its own and pulled the string taut over an area south-east of Dodge City, near the entrance to the Badlands.

“We made pretty good progress, huh?” Vinyl spoke cheerfully, but Starlight shook her head.

“Not as much as I would’ve liked. It means we’ll need to run the risk of one of you two facing Rarity again.” Bonbon and Vinyl looked at one another at this revelation, but the DJ waved it off.

“Aw, don’t sweat it. If Rarity tries messing with my dreams, I’ll knock her back to her senses.” As the alabaster unicorn proudly proclaimed this, Flurry noticed zap looking up at nothing on the tunnel ceiling.

“Hey, you okay?” She asked, rousing the pegasus from her daydream.

“Oh. Oh, yeah, Ah’m fine.” The doubt in Flurry’s expression almost made Zap wince. “Okay, it’s just… Mah brother and uncle are meant to be up there, in Dodge City. I jus’ hope he’s doin’ okay. Ah hope they’re all doin’ okay… Ah’ve never been away from home this long b’fore.” The Apple hugged her knees to her chest, her thoughts dwelling on her family. So it came as a surprise when something soft encircled her shoulders. Rapidly looking to her left, she saw Flurry had extended a wing around her, pulling the pegasus into a side-on hug.

“I’m sure they’re doing fine.” The princess responded with a kind smile. “If they’re even half as tough as you, they should have no problems.” This brought a blush to Zap’s face, but she slowly smiled and leaned into the embrace. Another burst of emerald flames revealed another pouch from the Crystal Empire, this one containing another dream amulet.

“Alright,” Starlight spoke up as she held up the new item. “Which one of you two gets this one?” Bonbon and Vinyl looked at each other once more, but it took only a second of thought for Vinyl to step back and point at the earth pony.

“A-Are you sure?” Bonbon asked, surprise and uncertainty wavering in her voice.

“Hey, you’ve already had to deal with Rarity gunning for you.” Vinyl explained. “It’s about time she gets stopped. Besides, I’m sure I can hold my own.”

With the decision made, Bonbon took the amulet from Starlight and clasped it firmly around my neck, the act already putting her mind at ease. The five ate and relaxed as much as they could given where they were, but eventually the stalling had to end and they needed their sleep. Starlight cast the illusion spell, as if on autopilot, and the five mares returned to slumber, wishing Vinyl the best before they fell asleep.





When Vinyl’s eyes opened, the slow fog of drowsiness lingered for but a moment before her brain caught up and banished the sleep to the abyss. Eyes wide in growing confusion and fear, she swivelled her head around at rapid speed to assess her situation. She was stark naked, the musical note of her cutie mark visible to all as she was suspended in the air. Her wrists and ankles were bound in ropes behind her, connected to the shadowy ceiling. Her muffled cries of confusion, anger and fear were muffled with a bag gag, and she felt the cool metal of a ring around her horn. When she tried lighting her magic, however, it instead hammered a spike of pain into her brain.
 
“Oh no, no, no, darling,” a familiar voice chuckled. “I’m afraid you aren’t getting out of this that easily.”

Looking to her left, Vinyl saw the voluptuous form of Nightmare Rarity standing on a nearby catwalk, a smug grin upon her face as she beheld the helpless unicorn. Vinyl tried to shout at the fashionista, to break free, anything. But her restraints held firm, and her efforts only drew another bout of tittering laughter from her captor.

“Oh really, Vinyl. Did you think I wouldn’t find your dreams eventually? Why, with all that boisterous talk of ‘holding your own,’ I thought dealing with you would be harder than this. Oh well.” Rarity walked around the square path, circling the bound DJ and drinking in the resistance of her prey. “But whatever the others told you, I can promise that all I want to do is give you absolute pleasure…” Rarity’s grin grew more sinister at this, her glimmering hair bobbing and moving like a living field of stars. “…and you seem very easy to please.”

Looking down, Vinyl saw what Rarity meant. Below her in a massive pen were a couple dozen mares. They were bunched together like cattle; standing close as they looked up and mooed in lusty tones. But it wasn’t the state of these unfortunate mares that shocked Vinyl into stillness. It was who they were. ALL of them.
 
“Octavia…?” Vinyl’s thoughts asked, feeling the burning of tears building up behind her eyes. Each and every single pony below the unicorn was her celloist friend, though each iteration of her was different from the friend she knew. All of these Octavias were wearing black sleeves and thigh-high stockings, as well as headbands with cow horns on them. This helped the perception of cattle, but nowhere near as much as what held Vinyl’s attention. Their chests. All of the Octavias below had a massive bosom, the once constantly-hidden D cups had been grown to Fs, maybe even Gs, and their nipples were dribbling lactic liquid down their rounded grey surfaces.
 
“Enjoying the view?” Vinyl had to shake her head before looking at Rarity, the corrupted mare’s constant grin evidence she was aware of Vinyl’s mental slip. She couldn’t deny it. Deep down, she’d always wanted to see, feel and touch Octavia intimately. But the earth pony’s reserved nature and Vinyl not wishing to ruin their friendship always held this desire back. Still, despite knowing giving in to Rarity now wasn’t right, the unicorn couldn’t help but stare when an old sexual fantasy of hers was now eagerly awaiting her down below. 
 
“How about a closer look?”

A muffled gasp of shock was all Vinyl could offer in response as Rarity pulled down a lever, lowering the unicorn down towards the many copies of her long-lost friend. All Octavias noticed Vinyl being lowered, bunching together like the mindless livestock in the hopes of reaching her first. Vinyl’s descent stopped just shy of the herd’s eye level, and it was here the DJ noticed they, like her, were restrained with handcuffs holding their arms behind their backs.
 
As one, they piled in, moos echoing in the pen as Vinyl felt tongues all over her body. Kissing, licking, suckling. Any and every way the Octavias could leave their saliva over the DJ, they did. Vinyl moaned in protest as, with her nipples being taken as they were suckled and toyed with by skilled tongues, other eager mouths began sucking on select points of her midriff and stomach. They pulled on her alabaster skin; a little more give displayed each time. Another muffled moan escaped her, answered by the moos of those on the outer, unable to join in. One Octavia took this as a sign Vinyl wanted more, and shoved her way between her legs to start lapping at the lower lips leaking love juices. A muted shriek of pleasure was ripped out of Vinyl, her body jostling in her restraints as it felt like her stomach was being pulled apart by those beneath her.
 
“Alright. Let’s see how your makeover’s coming along.”

Rarity’s check-in was the only warning Vinyl had before she was slowly raised from the love those mouths lavished her in, though she nearly missed it from the pleasure clouding her mind. Her breaths came short and heavy through her nostrils, as the desperate moans and moos of the herd below both pained Vinyl for what Rarity had done to Octavia in this dream, and the latent desire to be allowed in that see of sex once more. Shaking her head, Vinyl fought to drown those thoughts as Rarity squatted down.
 
“Hmm, I say,” the fashionista pondered with a knowing smile, a hand holding her chin in mock thought. “You might not have their size or milk, darling, but you certainly have the numbers in this line of work.” Struggling to catch her breath, Vinyl looked down at her body at Rarity’s suggestion, and her fears rose even higher.
 
Lining the musician’s body all the way down to her crotch were an extra three pairs of C-cup breasts, giving her eight in total. Had she been standing, Vinyl’s lowest pair would’ve been obscuring her obscenely wet slit. Her breathing slowly escaping her control, Vinyl looked back to see the hungry look in Rarity’s eyes, and she felt any bravado from before this dream disintegrate into nothing. The corrupted unicorn suddenly looked away, as if somepony had called her name, and that smile grew in its malice; a feat Vinyl had thought was impossible by now. Almost as impossible as it was to believe this mare had once been Ponyville’s generous seamstress extraordinaire.
 
“I’m afraid I’m needed elsewhere, darling,” Rarity explained as she stood back up, her hand returning to the lever. “I’ll leave you and your fellow cows to get to know each other better. Ta-ta, darling!” With ease, the former fashionista slammed the lever down hard enough to snap it. Vinyl’s muffled cry rang out as she fell to the ground. Her limbs were finally freed of their restraints, but looking up, she saw that the restraints of all the Octavia copies were also undone.
 
And each one of them looked down at Vinyl with an insatiable, carnal hunger.
 
“O-Octi-AH!”
 
Before she could even plead her case, the herd of horny mares fell upon her. Each of her now eight nipples found a home within the wet confines of earth pony mouths, their tongues dancing over her stiff nubs and areola. Her limbs were held straight, with her fingers and toes being sucked while her arms and legs were grinded against by soaking snatches. One brave Octavia breathed huskily against Vinyl’s exposed marehood before tracing her labia and teasing her clit with their tongue. Vinyl was again struggling to breathe before another Octavia removed the gag.
 
“Hah, hah, O-oct-MMNF!”
 
Again, Vinyl wasn’t able to beg for mercy. With a lewd expression bordering on fanatical, the Octavia lowered herself onto Vinyl’s face; burying the DJ’s muzzle in earth pony pussy. The scent of female juices flooded Vinyl’s senses, making the already difficult task of maintaining her will that much more insurmountable. On instinct, her tongue ventured out and into Octavia’s depths. The cries of ecstasy above her wailing out in the pen as Vinyl’s exploration soon found the celloist’s G spot and focussed on it.
 
“Hah! Ha-nng-AHH! Hah! T-That’s it, Vinyl! R-Right there-AARGH!” The Octavia getting off on her face cried out, drowning out the moos and moans of all her copies as she gripped her huge melons hard enough for them to spray milk everywhere. Vinyl lost sight of her as a set of huge grey breasts blocked her sight. They wrapped around her horn and proceeded giving her a horn job; something Vinyl thought she’d never get the chance to do. 
 
More and more mares were piling in on top of the unicorn. If one were to look from the catwalks above, they wouldn’t be able to see her beneath the horny mass of musicians grinding upon her. Multiple Octavias took to pleasuring themselves and each other on her limbs. Those that couldn’t secure a nipple to suckle at settled for motorboating one of the many new crevices of cleavage upon her chest. Another mare had joined the first in lapping up as much of Vinyls’ cascading femcum as possible. The DJ was losing herself at this point. She knew she needed to resist, to fight against the dream Rarity had manufactured. But all this pleasure. Vinyl had partaken in many adult-only events in her heyday, and none of them came even remotely close to this level of pleasure. Her will crumbled away with each lick, each kiss and each swing of thick earth pony hips.
 
When Vinyl came, it crashed through her like a tidal wave; her body spasming and her pussy squirting even as the herd above her continued the assault. With no hope of escaping this, Vinyl’s consciousness faded beneath the waves of pleasure.
 




“H-Hello…? Is anypony here?”
 
The abandoned post office offered no response as Dinky Doo entered. She hesitated at the door, but a chilly breeze running across her bare back got her moving inside. She had no clue as to how she got here, where Rumble had disappeared to, or even why all of her equipment, supplies and even clothes had vanished, but something in this ruined building was calling to her. She cautiously shuffled past the service desk and crept towards the hallway leading further in. She leant her whole body against the wall for support; her tail tucked between her legs to cover her privates, while both hands hid the unusually large areola of her D cup breasts. They were the one thing she inherited from her mother she didn’t like; how her nipples were too sensitive and her boobs big some a mare her age. Rumours persisted she wasn’t as pure as she claimed, and that she was a spy, but every time she was confronted, Sparkler had always been there to stand up for her.
 
“Sparkler…” Dinky muttered as her thoughts turned to her sister. She regretted how their last conversation ended, but she’d committed to doing this. Bumping into Rumble and the two of them having essentially the same plan was a pair of happy coincidences. Realising her thoughts had gotten off track, Dinky shook her head and refocussed on her surroundings.
 
“H-Hello?” 
 
A weak voice called out from a few doors down. Despite the faint volume, Dinky’s pulse rapidly picked up the pace as her heart clambered into her mouth. Only one mare had a voice that familiarly comforting. Abandoning the cause of keeping her chest decent, Dinky ran to the door and looked in, her eyes already beginning to sting with tears building up.
 
There, kneeling on the floor in the corner of the break room, was a grey pegasus with a messy blonde mane and tail. She wore nothing save cow-print sleeves and thigh-high stockings, as well as a red collar with a bell on it. Her thighs were thicker and her breasts larger than Dinky remembered, but the cutie mark of a swarm of bubbles, as well as one look into the lopsided golden eyes that stared back at her, removed any shadow of doubt.
 
“M-Mom?” Dinky stuttered, stepping into the room and staring at the older mare, almost as if blinking would cause her to vanish. Yet she remained. Furthermore, she raised her hands to her muzzle, eyes beginning to water as well.
 
“D-Dinky? Is that you?”

“Mom!”

All thoughts of caution were thrown to the wind as the unicorn ran into the room and collapsed into a tight embrace with her mother. The two mares cried as they nuzzled against one another for the first time in many years. Derpy Hooves’ body may have become plusher over that time, but Dinky was just glad to hold her mother once more.
 
“Sweetie, w-what are you doing here?” Derpy asked. “H-H-How did you find me?”

“I… I’m not sure how I got here,” Dinky responded as she was pulled out of the hug, the older pegasus holding her daughter’s face in her hands. “But I came here to bring you home. Sparkler and I missed you so much. But you’re safe now.”

The older mare simply smiled and pulled Dinky in to kiss her just beneath the horn like she used to. “I thought I’d never get to see you again… I’ve missed you so much, Dinky.”

“I’ve missed you too, Mom.” Dinky answered and the two hugged each other again. The unicorn was losing track of how long they had been sitting in that spot, but she didn’t care. All that mattered to her right now was her mother was safe and sound.
 
“Come on,” Dinky spoke up as she stood, still holding her mother’s hand. “We need to get you somewhere safe. Then we can catch up on everything you’ve missed.” The pegasus was helped to her feet by her daughter, swaying a moment due to her full breasts, but a smile showed she was stable and in control. Dinky smiled back and turned to lead them outside.
 
Only to discover the door was gone.
 
Confusion paralysed Dinky. So much so that she had no warning as she was swung by the arm into the break room wall. She opened her eyes, only to see a wall of grey titflesh crash into her face. Her hands were held against the wall above her head, as her attempts to breathe through these massive boobs inadvertently resulted in her motorboating their owner. She finally managed to slip her hands free and push her assailant away, giving her enough room to breathe and catch a glimpse of her foe.
 
It was Derpy.
 
“M-Mom…?” Dinky asked, confusion, pain and betrayal all fighting for control in her mind. “W-What are you-mmnf!”
 
Derpy regained her grip on Dinky’s wrists, pinning back against the wall as she rammed her nipple straight into the unicorn’s mouth. With the boob pressed against her so firmly, she couldn’t turn her head to free herself. Within seconds, the milk began to flow. It filled Dinky’s cheeks until she had no choice but to either swallow or drown. So she swallowed, only for even more milk to spray in. It was never-ending. Her mother’s milk just didn’t stop. Her mind, her strength, her will to resist, it all started ebbing away with each gulp of dairy goodness.
 
“There we are,” Derpy cooed as she finally pulled back her tit. Dinky’s muzzle was covered in milk, her eyes unfocused as her mother leaned in and invaded her mouth with a deep kiss. At first Dinky’s tongue remained limp, like dough against her parent’s intruder. But, as Derpy released her wrists and slowly guided the unicorn down to the floor, she began kissing back. Weakly, but this gave Derpy a moment of pause. She smiled all the sweeter, diving back in to savour the taste of her milk on Dinky’s tongue once again. Pulling back again, Dinky gasped for air as Derpy’s hands found her boobs, squeezing and caressing them.
 
“Just rest, sweetie.” Derpy said airily, pushing a finger to Dinky’s wet lips. “Let Mommy do all the work.”
 
Planting her wide hips down across Dinky’s belly, Derpy reached down and began playing with her daughter’s nipples. Dinky’s panting cries were drenched in lust as her mother rolled those ultra-sensitive nubs between her thumb and forefinger. She bent down and began tracing the wide areola with her tongue, forcing Dinky’s head back with a cry from the sheer sensation. The pegasus moved over to the other nipple and sucked on it; releasing it with a wet pop before sucking down on it again. The unicorn’s cries for mercy, interspersed between short gasps for air, went unheeded as Derpy rose onto her hands and knees over her daughter again.
 
“Hah, hah, M-Mom… Hah, w-wha-TAHAAAHH!”
 
Dinky’s question was drowned out in her cries of ecstasy Derpy shone her radiant smile as she flicked her daughter’s nipples with her own. The milky nubs flicked against Dinky’s, the shock of sexual energy forcing out each pant of desire from the young mare as her lower lips were overflowing with juices.
 
Still grinning, Derpy gave each lubricated teat a kiss before leaving a trail of them and milk down her daughter’s torso towards her crotch. As Dinky struggled to think, to breathe with all the pleasure flooding her brain and body, she thought she saw something. A flicker of something dark flash across her mother’s face. This shone a lit within her dim mind, illuminating a fact that made sense, and she grabbed onto that sense with all her might.
 
This couldn’t be her mother.
 
With this fact firming more and more, it made her angry that she was fooled in such a way, and so easily. But even more than that, it made her angry her mother’s image was used in such a manner to get to her. As this imposter spread her legs, Dinky mustered what physical strength she could. She pulled her legs back, further than her fake mother intended, and planted both feet into their face with enough force to push them back.
 
The imposter sat back up, a flicker of anger shifting over her face, as well as a split-second window to the face beneath the mask. That anger turned to shock, when they saw a dull-gold light emanating from Dinky’s horn.
 
“NO!” They shouted, reaching out.
 
But it was too late. In a flash, Dinky disappeared.





Dinky shot to a sitting position, her breath as short as it was in the nightmare. Her eyes darting around in search of danger, her breathing finally begins to slow when her vision adjusts to the dark.

It’s still deep in the night at the campsite she and Rumble had hidden the entire day. After teleporting the two of them as far south as Galloping Gorge, Dinky was spent. So, Rumble had set up the camp in a manner to give them the best possible cover, and watched over her while she rested. Looking to her left, she saw the confident pegasus stallion still sleeping soundly; her panicked awakening not having roused him. She looked down to see all of her clothing and equipment was still there, though there was a concerning wet patch in the crotch of her dark pants, and she could feel her sensitive nipples sticking out against the fabric of her white shirt, even if it was hidden beneath a navy-blue hoodie.

But why…? Dinky thought to herself. Sure, she’d had the odd wet dream or two these past years. Who hadn’t? But a dream as visceral, as powerfully erotic, as… good as that? And the fact that it focussed on her mother…

Shaking herself out of those thoughts, Dinky’s concern grew a little as she found her hand had subconsciously moved to feel her wet pants. Immediately flinging the hand away, she quickly used her magic to dry her clothes, even if the magic tingled against her panties. She looked back to Rumble, not even the glow of her magic waking him up. Taking a deep breath and looking up at the stars twinkling above, her gaze inevitably swung south, where it soon became engulfed behind muted pink clouds.

Hang on, Mom, Dinky called out mentally, hoping her mother could hear her in her dreams. I’m on my way.





In the back of her mind, Zap knew something was off. A slithering sound cut through the fog of slumber and she slowly opened her eyes. When a long, thin, shadowy thing hung before her, her instincts forced her wide awake. She immediately rolled, hearing an impact where mere moments before she had been sleeping, and flew a few feet away into a standing position.

There she saw, with growing shock, horror, and anger, who was disturbing their slumber.

Filling most of the wide tunnel the group had been travelling in was a massive pony/monster hybrid. This one had the upper body of a pony; one that was both androgynous and overweight, with ratty orange hair haphazardly resting over sickly green skin. They held a large wooden staff where the end was covered in mould and rot, wisps of green energy wafting off it. Their purple eyes looked down upon the scene from thin stalks, while flies buzzed around their body. The lower half of said body, however, was that of a giant slug. A veritable forest of mushroom-tipped tentacles sprang from the slugs’ back, and only now did the alarmed cries of her friends reach Zap’s ears over the adrenaline. Flurry Heart, Starlight Glimmer and Bonbon were all held aloft in the slimy tendrils, their limbs all restrained. Meanwhile, Vinyl Scratch was already strapped down onto the monster’s back; the pegasus spotting an extra six breasts lining the unconscious unicorn’s torso.

“Ah, what lovely specimens you all are…” this monster spoke, its voice was a raspy thing and its breath smelling putrid, even from the distance Zap was at. “A shame your illusion was too easy to break. I was hoping for at least some challenge.” As the beast spoke, the slime coating its body and limbs was eating away at the clothes of the captured mares. Though not wearing much to begin with, Flurry looked on in despair as what meagre fabric covered her body melted into nothing, as did the clothing for all of them save Zap. At the very least, their dream amulets weren’t disintegrating.

“Hey! Let ma friends go, you fat fuck!” Zap yelled, wings flared and fists raised.

“Hmm, such disrespect.” The disgusting being responded slowly as their captives writhed futilely. “You are speaking to Suhpyt; emissary of decay and chief cleric of Prince Noiratrom.”

“Ah don’t care who ya serve, you’re gonna regret takin’ mah friends like that.” Zap dropped into a three-point stance before launching into the air. Within the span of seconds, she crossed the distance and swung a lightning-fast fist to the flabby cheek of Suhpyt. A flicker of rage passed over the monsters’ face as the many tentacles from their back swarm forward. Zap flies back and leads the limbs away in a manic chase.

With Zap’s strike, it gave Starlight just enough of an opening to teleport out of the slimy grasp. Regaining her breath, she looked up at the other two trapped mares to see the appendages. Flurry grit her teeth, but each attempt to follow her aunt’s lead was derailed when a tendril ground against her pussy. Her J cups immediately became a target for fondling, before they were coiled tightly together.

“A-Ah! Mmnf! S-Stop i-HHHMMF!” Flurry’s demands for freedom were cut off as another tentacle slid into her cleavage before forcing itself into her mouth. Her protests muffled by her phallic intruder; the young princess despaired as the boobjob/blowjob combination was accelerating the rise of the heat in her core.

“Hahh! Ah! P-Please…! Please st-AH!” Meanwhile, Bonbon’s screams were tinged with growing lust as her tail was held up by one tentacle while another whipped her presented flanks. Her candy cutie marked backside was growing redder with each strike, the sound echoing out through the tunnel alongside her screams. Said screams were muffled when another tentacle found its way into the agent’s mouth. She almost felt like retching at the taste of the slime on the limb invading her mouth, yet she couldn’t help but feel the heat in her body rise, regardless of how much, or maybe because of, she thought of Lyra. As the earth pony realised this, she tried shaking the thoughts out of her head, only to realise it was harder than before. Refocussing her sights forward, she watched as a familiar sight grew into view.

Her lips.

Her eyes widening, her focus was disrupted when the next whip blow cracking across her ass. Bonbon couldn’t help but cry and offer muffled whimpers as her lips once more grew to their previous size; obscuring her entire head from sight.

“Hold on, girls!” Starlight called out, raising her staff to free her companions. The tip of her staff copied the glow emanating from her horn as a teal beam shot towards the tendrils committing the rape. But a green ripple in the air dissipated the shot, and Starlight looked over to the grinning face of Suhpyt; their own staff radiating a dull green light.

“That was quite the clever trick,” the monster complimented in a condescending tone. “But you’re not the only one with magic here.”

The sickly staff glowed green again, and Starlight was forcibly teleported back into the air. She was immediately snapped up by the tendrils once more, and they wasted no time in toying with her body.

“I said let them go!” Zap roared as she came in for another attack, trying to free her friends. But Suhpyt was ready for her this time, and only the orange pegasus’ acrobatic skill kept her from joining the others in the impromptu orgy.

Starlight reached for Zap, but cried out as a tentacle wormed its way inside her pussy. While the milk in her chest had occupied most of the mages’ concerns, this new intruder brought to Starlight’s attention an unfortunate reality; her pussy had grown far looser than when this quest had begun. The fact that it took a second limb entering her passage for it to feel tight heightened her fears. Fears that, should she live to return to the Crystal Empire, Sunburst and Trixie might think her a harlot for how she had been changed. This train of thought was derailed as two tentacles opened their tips to reveal see-through suction cups, and firmly attached themselves to her nipples. The suction pulled intensely on her teats; her breasts pulled taut as the milk within refused to come out.

Flurry fared no better. The intruder in her mouth twitched before unloading a torrent of sperm down her throat and, as it pulled out, on her face and chest. It tasted foul, yet it only made the heat, the yearning, within her body all the more potent. The alicorn sputtered and coughed as she tried to regain her breath, but failed almost immediately as another tentacle entered her inexperienced vagina. The pace was fast and intense from the get go. Despite Flurry’s insides clenching tightly against it, the cock hammered away with enough force to swing the princess’ tits up and down, slapping against her swollen stomach.

As for Bonbon, she couldn’t even voice her pleas for mercy as now all three of her holes were filled with slimy tentacles. While two cocks stimulated the thin membrane separating her pussy and asshole, the agent’s wide lips played host to two separate guests. They both thrust and jabbed at the back of her throat, wanting to simultaneously go further despite her windpipe not being large enough to accommodate them. Her tears wouldn’t stop, blinding her almost as much as her impossibly large lips. They just felt so… good. Her lips, her pussy, her ass. It all just felt so good. She tried to hold onto the image of Lyra, before the fall of Equestria. Of the pure moments of love the two of them shared. But any and all attempts to hold off the approaching high were in vain. With a muffled moan, Bonbon came. Hard. Semen flooded into each of her holes; her stomach and ass, already occupied with eggs from Pinkie’s clone, were now filling with sickening semen, while twice that amount was flowing down her throat and threatening to drown her in cum. As the tentacles retreated from Bonbon’s body, so too did the monster sperm escape her holes as she was carried over and strapped against the slug back of Suhpyt next to Vinyl.

Suhpyt, grinning at the addition of another trophy, failed to keep a stalk-mounted eye on the only free pony. They would regret this as Zap rebounded off the roof of the tunnel to deliver a kick to the face powerful enough to stagger the monster for a moment. Again, she rainbow-maned mare evaded retaliatory attempts to ensnare her, much to the slug-pony’s agitation. But as Zap grins, feeling confidence well up inside her, her eyes drift over and she sees it.

Flurry’s face said it all. Her cheeks were doused in heavy lust-fuelled blush. Her eyes were rolling up into her head as her mouth hung open, with all manner of sounds escaping her. Her tight passage was hammered again and again. Her breasts were coated in sperm and sweat, creating a sickly wet slapping sound each time they bounced onto her bloated belly. Then it happened. Flurry’s cries grew louder and louder, until eventually her orgasmic scream reverberated loudly throughout the tunnel. Her body twitched as bulges of semen were funnelled through the cock and up into her already-occupied womb.

As the alicorn is taken to join Bonbon and Vinyl, disgusting sperm spilling down her thighs, Zap saw Starlight still shaking her head in resistance. But it was clear the unicorn was nearing her limit as well. Her boobs were coiled around by more limbs as they tried coaxing out her milk in concert with the suction cups, but still they remained dry. More concerning was the third cock that squeezed its way inside her pussy. The stiff members could be seen beneath her skin as they distended her belly with their pistoning, shaking the unicorn in place as her cries were changing in tone to something more carnal.

“Keep your eyes on me, you pest!”

Suhpyt’s insult snapped Zap back to reality. She looked and saw the obese beast wave their staff. A wave of green energy pulsed out and crashed into the flier. Instantly Zap experienced the worst bout of nausea she had ever felt in her life. She was so dizzy she soon fell to the ground, tumbling on the rocky floor. Shaking her head, she looked up and rolled to the side as fast as she could, as more tendrils slammed into where she had been like when this encounter began. She scrambled to her feet and tried taking off again, but the nausea struck once more and she couldn’t get airborne. She looked back and saw the tentacles closing in, as well as Suhpyt’s fat face and smug smile at their inevitable victory.

So, it was a surprise to both when Starlight teleported between the two and, using her staff to keep herself upright, summoned a dome shield that protected herself and Zap from the tendrils. Zap was stunned by the strength displayed by Starlight, despite the trembling knees and inner thighs coated in love juices.

“Give, ugh, them Tartarus.” The unicorn muttered, keeping her focus on the shield. Zap nodded and, shaking off the last of the nausea, took flight. She phased through the shield, weaved in-between swarming tentacles, and spun mid-air to build up momentum. The punch she landed, this time directly to one of Suhpyt’s eyes, elicited a great cry of pain from the monster, and Zap had learned by now not to stay put against this foe. She darted around the limited spaces available, tentacles chasing her everywhere she went. But they weren’t able to catch her, and Zap dipped down to the ground just in-front of Suhpyt, launching straight up and delivering a savage uppercut to their double chin before kicking off their face to gain distance again. 

Starlight, meanwhile, managed to hold her shield against the barrage of grasping tendrils. When Zap landed her latest blow, Starlight noticed a brief opening and took full advantage of it. She stretched out an arm and, opening a small hole in the barrier, shot a blast of teal magic directly into the slug monsters’ stomach. Suhpyt doubled over as the impact, and when they straightened up again, both free mares could see a large scorch mark where Starlight had made impact. They could also see the monster’s face scrunching up in an expression of pure frustration.

“ENOUGH!” 

With that mighty roar, Suhpyt swung their staff and unleashed another wave of foul magic. The wave passes over both mares and, while Starlight only felt the nausea set in but powered on through to maintain her shield, Zap was once more brought down. But as she doubles over on the ground, something inside her feels different. A surge of change felt like it had been bubbling within her, and only now it was surging out. It started with her hands. Her brass knuckles slowly slid off her fingers as large orange feathers began pushing through her coat. Zap was paralysed by both fear and pain as her arms soon disappeared, transforming into a larger second pair of wings. She felt a similar pain spreading through her mane and tail, but not as intense. One look revealed a similar change was turning her hair into multi-coloured plumage to match her new wings. Finally, her coat from her knees down hardened. A splitting pain erupted from her feet before her boots were shredded from within. A pained gasp escaped Zap as she saw her normal feet had been replaced with avian talons.

So awe-struck by her transformation, Zap didn’t have time to react when Suhpyt finally coiled her tentacles around her. The slime ate through her clothes, leaving her as naked as the others and revealing to the world her cutie mark; a rainbow-coloured apple with wings on either side. Suhpyt chuckled as their tentacles went to work; stroking and groping the athletic Apple all over her body. As she was drawn closer to the monstrous face she had been striking all this time, the beast grinned as tendrils pulled at the stiffening nipples of her B cup breasts. Licking their lips, Suhpyt extended a long, bumpy, lavender tongue and began lapping at Zap’s unspoiled marehood. Feelings Zap had never experienced before rendered her helpless, her will to fight fading rapidly as the pleasure continued to be applied.

“Mmm, delicious…” the monster mused, looking up at Zap with a hungry expression, though there was certainly an edge of steel to the look in those purple eyes. Time for the main course.” Zap looked down and her eyes widened in abject dread. There, hovering less than an inch before her pussy, was one of those tentacles that had been chasing her all over the place.

“N-No… P-please, d-don’t do iiiiiIIIIIIIIITTTTT-AAAARGH!”





Applejack shot up to a sitting position, the sheets falling off her body as a chill ran down the earth pony’s spine. Not just that, a pain stabbed at her heart, or perhaps her very soul. It wasn’t the corruption seeping back in, but… it felt worse. Ignoring the feeling of fullness from the cider still locked within her bosom, ignoring the numerous buckets beside her bed for emptying said bosom, Applejack walked over to the window and looked outside. The night sky twinkled and shone above a slumbering Appleloosa, members of Cortland’s pack standing guard on the perimeter.

But none of that mattered to Applejack right now. Her gaze was cast further afield, beyond the town’s borders. The pain in her heart felt so visceral, and there was only one thing, one worry, running through her mind as she witnessed a tear escape her emerald eyes through her reflection in the window.

“…Zap…”





Zap struggled to focus on anything other than the invader tearing her insides apart. The pain immobilised her whole body as Suhpyt’s tentacle cock moulded her pussy to its shape. Soon, the stabbing pain faded into a pleasure unlike any the Apple had every experienced before. Even so, she knew this was wrong. Why else would Flurry fight against it so hard? It had to be wrong… right?

“Zap!” Starlight yelled, concern driving her to try find another opening to blast the monster, but a crack distracted her as the continuous assault on her barrier had formed a fracture. Seconds later, the horde of tendrils broke through, and Starlight barely had enough time to teleport away. She aimed for the appendages holding and violating Zap, but the ones pursuing her were faster than the unicorn gave them credit. Whipping her, Starlight fell, though was immediately caught and raised up alongside the pegasus before Suhpyt’s ugly face.

“Finally,” they muttered wearily as they began slithering slowly away from the campsite. “You two have been more trouble than I anticipated. But, it’s over. Time to join your friends.”

With that declaration, three tentacles surged forward and jammed themselves into Starlight’s vagina at the same time. The unicorn cried out, but their voice became muffled as Suhpyt stretching tongue entered Starlight’s mouth in a disgustingly mutant kiss. The taste of their saliva made the mage want to vomit, but also made her weakened will crave more. Two more tendrils returned to her breasts, suction cups once more attaching themselves to her hard nipples. The pull from them this time was three times as severe, pushing Starlight’s weary mind over the edge of orgasm. For as loose as her pussy had become since the beginning of their quest, the unicorn’s pussy clamped down as hard as it could around the three cocks within her. Her body spasmed and, finally, milk erupted from her nipples like they were ejaculating cocks of her own.

As Suhpyt grinned sickly at the sight and brought the fallen mage down to lay captured with her companions, Zap could only weep. She had been changed. Her virginity had been stolen, and her friends were beaten. Flurry had been beaten. Shame filled Zap’s heart as she was lowered towards them as well in preparation for her eventual defeat. Or maybe Suhpyt was messing with her? It didn’t matter. Zap closed her eyes, tears rolling down her face as the pleasure and heat in her body climbed higher and higher.

Ah’m sorry Flurry… Ma… Ah… Ah’m sorry…
 
As she gave up, a memory flashed onto centre stage of her mind’s eye. Of her and her mother, Applejack, sitting in the parent’s bedroom the night before the group left Appleloosa.

Now Zap, you may have your mom’s speed and ma strength, and you’re as stubborn as the both o’ us. But the thing that’ll hold you in good stead no matter what is this. She poked Zap’s chest, right above the pegasus’ heart. Never forget what you’re fightin’ for, and who you’re fightin’ for.

As she opened her watery eyes, she found herself held over the blushing features of Flurry Heart, unconscious and unaware of the group’s precarious position. Seeing her friend like this, it sparked something within the pegasus. Something that burned hotter than the pleasure coursing through her system.

Righteous fury.

Suhpyt roared in surprise and pain, stopping as they slowly turned their torso a hundred and eighty degrees.

“What now?!” They huffed, but the fire in their voice was doused at what they saw. The pesky flier had freed herself; her new avian claws coated in black blood as she slowly stood up surrounded by the shredded remnants of the tentacles that had held her. As those magenta eyes glared back at them, Suhpyt felt a chill of both fear and, strangely, familiarity.

“W-Who are you?” They asked, turning their whole body around to face the orange pegasus, who was shuddering in what could only be rage.

“Ah am Zap Apple,” she declared in a venomous tone. “Daughter of Applejack an’ Rainbow Dash, though you prob’ly know ‘em better as Bad Apple an’ Spectrum Blast.” Had she not been so furious, Zap might have soaked in the fear that was dawning upon the slug monster’s fat face. “And you will never hurt anypony Ah care ‘bout ever again.”

Lowering her stance, Zap raised her new feathery arms and pushed them down in one almighty flap alongside her original wings. She shot forward, faster than she had ever flown before, and raised her claws to the beast before her. A jarring impact shuddered the flier and she soon fell back to the ground again, exhausted from the short burst of speed. Wearily looking back up, she found herself on the opposite side of Suhpyt. Furthermore, the slug monster was stock still, looking back at her with a shocked expression on their face. Their breath escaped their large lips in stilted gasps as a miniature flood of monster blood spilled out the massive gashes in their fatty neck. The two remained in this staring contest for a moment or two more, before Suhpyt fell down face first. They lay unmoving as the hordes of tentacles behind them fell limply to the floor.

The danger seemingly over, Zap simply sat there catching her breath as the adrenaline ebbed away. Slowly she looked down at her changed body. The large feathers coating her arms, and her legs covered in blood of two different hues; black on her claws and bird-like feet, and red on the inside of her thighs and around her now deflowered pussy. Seeing this once again, Zap’s emotions finally overwhelmed her and she simply cried, letting everything out in the darkness of the tunnel.
> Meanwhile 3... Consequences
> --------------------------------------------------------------------------

“U-Um… T-Thank you, f-for coming with me.” 

Lyra’s nervous gratitude earned her a side-long look from Frostfang; Sluttershy’s fore-most guard. She and the muscular albino wolf-man were back beneath the city in the fleshy caverns that Midnight Sparkle called home. After informing the queen of what she had seen in the alicorn’s lab, Sluttershy had deemed it necessary for her to go back, but ensured she had protection. At least, that’s what Lyra thought Sluttershy said. It was hard to hear her when the unicorn’s head was trapped between four milky tits, as Sluttershy was pounding her cross-eyed maid Derpy Doo with that yellow shaft grinding against her own marehood. Realising where those memories were taking her, Lyra shook her head and slapped her cheeks. Opening her eyes, she saw her lupine just staring at her with slowly-building agitation.

“I’m not doing this for you, wench.” He muttered tersely, those golden irises feeling like they were shooting all manner of sharp blades Lyra’s way. “Now come on. Where’s this stupid lab?”

“O-Oh, sorry. It-It should be this way.” The meek maid led Frostfang further into the living caverns of Canterlot. With the guard’s presence, she was able to walk without fear of Midnight’s monstrosities. That said, she didn’t feel much safer around the grumpy lupine. If it weren’t for Talvira’s edict, she imagined he would’ve split her in two with his cock, and she then spent the remainder of the journey trying to get said cock out of her mind with little success.

Eventually, the pair arrived at the out-of-place metal door that led to Midnight Sparkle’s laboratory. Lyra was about to teleport the two of them inside, but Frostfang simply stepped forward and raised an emblem tied around his neck. The Captain’s Badge. It allowed him access through almost any door, and this one proved to be no exception.

The two entered the half-metallic lab, finding it completely empty once again. Well, almost. As the pony and the wolf separated, Lyra saw Moondancer floating in one of those tubes to the side. Strangely, Minuette, Lemon Hearts and Twinkleshine were gone from their tubes. In their place was Moondancer, but not as she had been. Instead of the monstrous form Lyra had seen her in earlier in the week, the introverted unicorn had seemingly been changed back into her regular form. While Lyra was happy to see her back to normal, her mind re-ran the same question over and over; why? Why had Midnight reverted the mare who Lyra understood to be her first victim?

Her questions were halted at a shocked gasp emerging from across the lab. Standing at the controls for the devices resting there, Frostfang was hunched over looking at something before he stood up, comparing pieces of paper in his claws.

“…No… she wouldn’t…” he murmured; his eyes wide with an expression Lyra didn’t think she’d ever seen on the albino wolf’s face before; fear.

“Um…? Is everythin-”

“You!” He suddenly shouted bounding over to Lyra. “You can teleport, yes?” At the ferocious urgency in his voice, all she could do was nod in reply. “Take me to the Queen’s chambers. Now!”

A sense of dread filled the mint-coloured unicorn’s body as she placed her hand on Frostfang’s furred chest and visualised the doors leading to the royal chambers.

After all, it took something truly horrifying to make Frostfang shake in fear like this.





With a pop of displaced air, Cozy Glow exited her teleport, ready to fulfil her mission.

She stood at the south-west entrance to a nameless town in Equestria’s north-east, which Midnight Sparkle had said once belonged to a faction known as the Equalists. Nothing more rows of houses lining other side of a single street with a larger house at its head, the young pegasus thought it a strange place to found a town. This was because it was a desolate patch of land in an otherwise bountiful region of the continent. She took a deep breath as she took stock of her plan one last time. Still dressed in her black latex ensemble, she was gifted a full-body cloak by her mistress; the clasp of which was shaped in the corrupted alicorns’ cutie mark. The other gift was the semi-conscious form of a blue unicorn; Minuette, Midnight had called her. She was to accompany her as part of the plan, but Cozy instructed her to remain hidden outside of town instead.

With a smirk, she took the first steps into the town.

Even in the darkness of night, her first impressions appeared well founded, as the houses were in a poor state. But more interesting were what remained of its inhabitants. Any ponies, mare or stallion, that had remained in the town had been transformed. Though they still lived, it was akin to a waking death. They now resembled living sex dolls; their fingers and toes shrunken into the now-rubbery surface of their arms and legs, while their mouths were permanently opened to welcome cocks of all kinds. They remained stationary, either sat in chairs, rested on angles against a building or something else, or carried around by the only mobile residents of the town. Gangly creatures with pink or blue leathery skin stalked the town, with a mane of writhing tentacles, beady yellow eyes and a wide mouth full of razor-sharp teeth. Though their hungry gazes unnerved the pegasus, Cozy kept her focus forward, towards the building at the end of the street, and the being that used it as a seat.

Though seated, Cozy had been told this being stood taller than the Empress herself, their skin blood red while their bisexual form was dressed in loose, flowing robes of royal blue trimmed with gold. Their legs ended in cloven hooves, their feathery wings held an unblinking eye in each joint, and their crimson hair billowed upwards, bringing more attention to the unevenly sized horns curling up from their forehead. With a bladed spear in hand and three golden eyes, they observed the comparatively tiny pony come to a stop at a respectful distance and bow down on her knees. While this literal demon spawn lacked the usual sex appeal many of their brethren possessed, that didn’t mean they deserved any less respect.

For Cozy knew she now knelt before Sungam; third child of Empress Talvira and the Siphon Royal for the chaotic aspects of change and magic itself.

“How unusual for us to receive willing, unannounced visitors here in our town,” the demonic noble said in a calm yet passively booming voice. “Especially a pegasus bearing the mark of the Arch Mage Midnight Sparkle. Who might you be, little one?”

Cozy kept her gaze to the ground and swallowed the fear building within her, knowing one wrong step would see the plan fall to pieces, and her freedom ended at the same time. “I-I am Cozy Glow, your eminence. Humble apprentice to Mistress Midnight Sparkle, whom I come to you on her behalf.”

A red hand raised itself off the roof of the shattered building to stroke Sungam’s chin as they contemplated this intriguing development. “How curious that Lady Sparkle would take a pegasus as an apprentice. Rise, child, so that I look upon you properly.” Cozy followed their instructions to the letter, slowly standing to look upon Sungam’s shimmering form. She made the conscious decision to avoid eye contact, figuring it would be a bad move to be so bold so earlier in their conversation. “Hm, no sign of physical change, either. Truly an intriguing enigma. I may ask the reasons for your selection another time, but the more pressing question is why have you come before me, and what reason would Midnight have to send you instead of meeting me herself?”

Another deep breath, though Cozy tried disguising it her nervousness as best she could. “You are aware there are intruders in Equestria from the north?” A nod from the demon’s horned head begged her to continue. “They have been quite disruptive and the Empress has demanded my mistress devote her full attention to stopping them. She has sent me to ascertain whether or not you’ve detected them in your region, and to inform you of other important information.”

“Hm… There was some movement to the west a little over a week ago. I imagine that was their infiltration. They were too far away for us to engage, as doing so would leave our humble abode defenceless. And, if I may be so bold, what important information would Midnight have for me?”

The moment of truth. “T-That your sister, Princess Nodabba, is soon to take control of Equestria…” She looked away in fear for added effect. “…And that there is no place for you in it…”

“What?” Though the question was asked in a calm tone, Cozy could hear the steel in Sungam’s voice as they stood from their makeshift throne. A single thudding step and then the crimson demon of change was kneeling over the puny pegasus, their many eyes boring holes into her.

“M-Mistress Midnight uncovered this plot herself. S-She said Nodabba plans to overthrow your mother and claim the throne. Then she will replace all of her siblings one by one with loyalists… including you, your eminence…” The look Sungam gave was one that could wither mountains into sand. All around them the pink and blue horrors were snarling at the announcement their master could be replaced.

“…And I assume your mistress has proof?” They asked with a threatening rumble in their voice as the stood and spread their wings for intimidation. “For this is a serious crime you are accusing my sister for, and given her previous transgressions I severely doubt Midnight would wish to suffer any further punishment.”

Their meaning was clear; they suspected her of setting Midnight up for a crime she didn’t commit. Thankfully, Midnight had proof. From a pocket of her cloak, Cozy pulled out a glassy orb. Pressing into its surface twice with her thumb, she tossed it into the air, where it began to float. Once at Sungam’s chest height, it projected a holographic screen above it. Upon said screen was Nodabba in what Cozy assumed were the princess’ private chambers.

“Ugh! She is just so bloody difficult!” The older demon princess yelled as she looked out her window to the city below. “Honestly, I’d have an easier time convincing Norgna to focus on something other than blood, skulls and rutting from more than five minutes, or that filthy pig Noiratrom to take a fucking bath!”

“I-I know it’s difficult, mistress,” stated Raven Inkwell; formerly Princess Celestia’s personal attendant, now fulfilling her new purpose as Nodabba’s personal slave. “B-But, I’m certain Pink Lady will-” Raven didn’t get a chance to finish, Nodabba closing the distance, leaping and spinning to slap the unicorn in the face with her cock with such force the poor mare fell onto the bed. She had barely realised this had all happened when the demonic princess pounced upon her, her crimson fingers tightly gripping Raven’s skull.

“Do not test me, Raven,” the demonic princess uttered in a low and threatening tone, “or I will split you in two before throwing you from my window.” A tense moment followed before Nodabba released her grip and stalked back to the window.

“It doesn’t matter. Soon I won’t need her. I won’t need anyone…. I’ll ensure this empire reaches new heights, no matter what, or who, I have to sacrifice.”

The image faded and Cozy returned the orb to its pocket, looking back at Sungam to gauge his response, yet forcing herself to avoid eye contact. The crimson demon spawn merely exhaled loudly through their nose at this news before turning back to their throne. They then bent over and their whole form shuddered. Their coat flashed from one colour and texture to the next as fast as lightning. Limbs rose and fell beneath their skin, as if they were trying to break through to the surface. The feathers of their wings fell away and became skeletal bat wings before the feathers grew back in again. Even reality itself seemed to warp and twist around them, as the ground at their hooves changed from arid dirt to fracturing ice, then verdant fields of green before finally wilting back to where it started. All around, the worried pegasus saw the pink and blue creatures cowering and gibbering in fear at their master’s display. Midnight had taught Cozy in her lessons that, as magic and change had been the dominant aspects of Discord as the avatar of chaos, this made Sungam immensely powerful. Now, with their body shifting rapidly before her eyes, she realised the truth in those words.

And it excited her.

After a few moments of this, the shifting of reality slowed, and Sungam returned to their normal form before facing the pegasus. Though their face was composed once more, Cozy could still tell the revelation was eating the androgynous noble up inside. The way their brow was slightly more furrowed. The way their wings flexed ever so slightly. The clenched fists and shaking spear. Her words and the “proof” provided by Midnight were more than enough to fool this pompous royal.

“Convincing evidence,” Sungam stated, their eyes locked squarely on the tiny pony. “But how, pray tell, could Midnight hope to stand against Nodabba? None have ever survived a duel with her, and our parents would doubtless take her side in any argument presented.”

“My mistress intends to include your other siphon siblings in this plan, as all four of you are targets for replacement. By combining all of your powers, Arch Mage Sparkle believes she can channel as much power as Discord, which would be enough to defeat Nodabba, then use her life as a bargaining chip against your mothers. Then she has vowed to return the powers and grant all of you larger domains to preside over. You, Lord Sungam, would gain the Yaket Range and Rainbow Falls the to north, up to the bridge that leads to the griffon territories in the east, and as far west as Neighagra Falls.”

Sungam pondered this, their three eyes not leaving Cozy Glow as they stroked their chin in contemplation. For a few minutes, nothing was said. The only sounds to be heard were the few gusts of wind and the movements and fiendish murmurs of the noble’s demonic servants.

“…Nodabba is mighty… If what you say about this plan is true, then Midnight shall require all the strength she can receive. How do we form this link?”

“Mistress Sparkle has transformed my body into the conduit for your link. All you need do is make physical contact with me, and the link will be formed. Midnight will then give a signal when she is ready to receive your powers.” Cozy raised a hand to the crimson monster, as diplomatic a smile upon her face as she could manage. Slowly forming a smile of their own, Sungam knelt down with a thud and reciprocated. Their finger enough to fill all of the pegasus’ palm.

“Thank you, your lordship.”

The moment Sungam made contact, they realised their mistake. A spearing pain shot through their entire nervous system like a thousand needles as crimson electricity sparked around the pair. Looking down, they saw a devilish smirk on the pegasus’ face as the noble’s body began shrivelling like a rotting fruit. First their hand, then spreading up their arm. But even more terrifying than that was their magic. Sungam had always prided themselves on their magical prowess, no doubt a boon from the aspect of chaos they represented. It was what gave them such a good relationship with Midnight Sparkle. But they could feel it slipping away, in the reverse direction of the withering of their body. It was only now, as they fell to their side, the feathers falling from their rigid wings, that Sungam finally recognised the amulet Cozy Glow wore beneath her cloak; one that glowed as their powers were stolen away into its crimson light.

“Th-The Alicorn A-Amulet?” They stuttered as Cozy trailed her hand up Sungam’s fading body to rest on their cheek. The young mare simply smiled her most adorable grin before the look took a more manic appearance. Doubling the power of the absorption, Sungam wasn’t even able to muster a dying scream as the energy in their body was stolen away.

Cozy took a few steps back before the power coursing within her pulsed. She fell to her knees, mustering all of her considerable willpower to gain control of this new found might. Like Sungam had displayed during their mini-tantrum earlier, limbs, faces and other forms all squirmed beneath her skin. They rose up, pushing against her coat and trying to break through the fleshy barriers separating them from the outside world only to fall back beneath the surface when either a new form took their place, or Cozy forced them back down below. This carried on for what felt like an eternity, but at last she gained control of the new powers within her. As she rose, Cozy could immediately tell she was a few inches taller, and her physique that bit more sensual. She could feel her magical wellspring had easily doubled, as had her knowledge on a great many things. Things that only Sungam was privy to. 

Looking around, she saw the pink and blue demons waiting all around her, but they now knelt before her, an unspoken sign of their allegiance. With a look to all of them, she sent a telepathic message to all of her new followers. She told them of the tasks she now expected of them before teleporting away.

In a flash of red light, Cozy emerged in a den of debauchery. Behind the black throne she had entered, she saw a massive chamber lit in a soft lavender, with curtains and cushions decorating it. Loud music thrummed in the air, as did the stench of love juices and semen. The den was full of mares, stallions and demonic beasts all fornicating with twice the fervour one would see on Canterlot celebration orgies of Empress Talvira’s ascension to the throne. Most wore BDSM gear, along with silver chains and piercings. Sungam’s memories revealed she was in the depths of the governess’ palace in Las Pegasus. And, sitting on the other side of the throne, was her next target.

She was a vision of erotic beauty. Though her limbs took on a chitinous appearance from the elbows and knees down, she was otherwise the envy of every supermodel in regards to the rest of her off-pink body. Full, pert double D breasts, pierced nipples, a thin waist, wide hips and an ever-drooling cock and slit beneath her ballsack. Horns of a similar consistency to her limbs curled up from her silver hair, her full and glossy lips in a smile as her gold-on-black eyes drank in the luscious scene before her while her hands pleased herself vigorously.

This was Mirgluf; fifth princess of Equestria, and the embodiment of the chaotic aspect of pleasure. Despite her ranking in the line of succession, this made her one of the more powerful of Talvira’s children.

That power would be for naught, however, as Cozy Glow leapt from behind the throne, slammed and held Mirgluf down with her newly-empowered magic. She screamed and clawed, calling out for her minions to save her, but they were so drunk on the carnal pleasures of the flesh they payed their mistress no mind. The pegasus placed a firm grip around Mirgluf’s throat and, like Sungam before her, the demonic princess’ powers were siphoned away. Cozy could feel her body shifting and the magic within her growing even stronger even as the drainage continued. Mirgluf’s screams and tearful pleas for mercy were ignored by all, and slowly her frantic movements slowed. In less than five minutes, the fiendish princess of pleasure lay unmoving, and only with her death did the rutting stop.

The monsters and lust-drunk ponies in the chamber witnessed Cozy Glow stand back up to her full height, once again a few inches taller. With Mirgluf’s might absorbed, however, her body ballooned sensually. Her small B cup breasts were now full DDs. Her thin waist was counteracted by her wide hips and plush backside. The transformations had destroyed her clothing save for her cloak, but this didn’t matter to Cozy. What mattered was that she now held the pooled power of two of chaos’ core elements; magic and pleasure. Knowing her mistress was unwittingly collecting the other two elements, pestilence and blood, Cozy now turned her attention to the monsters in the chamber. Like over in Sungam’s village, these beasts bent the knee in a sign of subservience to their new mistress.

“Gather all the sexiest ponies in the city and bring them to this chamber.” Her first order echoed throughout the room. “They are to be unharmed and left alone until my return. Then relocate the city above the Smokey Mountains and await further orders.”

The monster she was addressing nodded before she looked to another nearby. “Send a message down to Somnambula and inform them to do the same. I will be back.” With her orders given and the beasts putting aside their playthings for now, Cozy Glow smiled and teleported out of the musky chamber.





“Your Majesty!”

Talvira ignored the concerned cries of her generals and soldiers. She lay on the ground in the strategy tent of her army, on one arm and her knees as the other hand clutched at her chest. Never had the demonic ruler of Equestria felt this pain, accompanied by a somewhat familiar stinging sensation in her mind. It was like when one of the former heroines of the kingdom was reformed, but more visceral. As the pain dulled to a throbbing ache in her center, a glance to the side revealed Nodabba must have been hit by whatever this was as well.

“N-Nodabb-AAAAARGH!”

Talvira fell flat on her back, frightened generals hovering over her as a second stab of pain pierced her mind and soul. She was left panting in agony; tears flowed unbidden from her eyes as she stared straight forward into space. Struggling to regain her composure, she focussed on her senses, one by one, until control returned to her.

“… think this is a sign we should fall bac-”

The general, Talvira didn’t care enough to know his name, never got to finish his statement. A wide hole was blasted through his throat, enough for him to make croaking gagging noises before his head fell to the floor. Re-establishing her dominance out of the way, Talvira struggled to her hands and knees and saw that Nodabba had curled up into a ball, her expression a clear sign she was suffering shock. Despite the pain flooding her own chest, the fiendish ruler crawled over to her oldest child and brought her head to her bountiful bosom in a tender embrace.

“N-Nodabba…” the empress stuttered; a rare show of weakness from her. “C-Can you still fight?” Though the princess shrank further into herself, she nodded her head in response. “I’m heading back to Canterlot to check on your mother. Once you feel able to, resume the war. You’re the only one I can trust to lead this horde.” Weary, Talvira left a kiss on Nodabba’s temple, then slowly rose to her ebony hooves and faced her generals, her expression both grave and steely.

“Until Nodabba retakes command of the horde, you will hold the line. Not one backward step, not one inch of ground lost and not one coward allowed to live. Am I understood?”

“B-But, your Majesty. We-” Another bodyless head fell to the floor, the other generals present unable to see Talvira’s silver axe swing, such was its speed.

“Am I understood?!” She yelled again; her rage even more potent than before. Tears threatened to break through once more, showing a rare display of emotional instability that the gathered monsters knew would make their deaths that much more painful should they refuse. As one, they knelt in unison before her. Talvira eyed each one of them, making sure she got the point across to each individual and the unspoken price for failing, before blinking out of existence.

The next instant, she reappeared within the dark, normally comforting confines of her bed chambers. But they offered no solace for the empress; primarily because of the individuals within, and the expressions they wore. Lyra and Frostfang stood beside the bed, the unicorn looking upon her in shock and fear, while there was a grave look of uncertainty on the wolfs’ usually stoic face.

But the one that placed a vice around Talvira’s blackened heart the most was Sluttershy. Her queen sat on the edge of their bed, her hand parting from her face to reveal rivers of tears rolling down her cheeks. For once her libido, like Talviras’, was quelled, as her nipples weren’t leaking lactose liquid and her cock lay flaccid atop her pillowy thighs.

“T-Talvira…” She sobbed, and at once the demon rushed to embrace her lover. Within her crimson arms, Sluttershy broke down and openly cried into her beloved’s breasts. All the while, Talvira stroked her mane as black-tipped yellow feathers and black membrane wings encircled the two.

“I know, my dear…” Talvira replied, fighting back the stinging urge to weep as well. “I know.” 

For nearly ten whole minutes, the royal couple simply sat there in shared grief and agony. Though their relationship had started out as one of conquest and domination, over the years Talvira came to see Sluttershy as an equal. Living without her would be like returning Equestria to its previous state before her arrival; impossible. At last, the two pulled apart and Talvira thumbed away a trail of tears upon her corrupted wife’s cheek before giving her an unusually chaste kiss. She then stood, bringing Sluttershy up with her as they held hands. The love for her bride giving way to the simmering fury of vengeance, she turned and directed a glare that made even Frostfang take a step back in apprehension.

“I trust you know what has happened?” She asked in a tone that brooked nothing but expected obedience or a swift end.

“Y-Yes, your Majesty,” the wolf stammered before standing at attention before his mistress. “Your maid led me to the discovery of critical evidence-”

“Your Majesty!”

All within the room turned to the double doors, where a panting orc was doubled over panting before standing at attention. Talvira could clearly see the sweat bucketing off of the brute, not only from whatever mad dash had led him here, but also from terror that he had just barged into the private abode of his mistress.

“What do you think you’re doing?!” Frostfang snarled, his fear of Talvira being overridden by the pathetic display by one of his soldiers. “Barging into her Majesty’s room at a time like this?!”

“Forgive me, Sir! Forgive me, your Majesty!” The orc quickly begged, dropping to his knees in a show of knowledge he’d done something that would normally see him executed. “B-But we have someone who claims they know of a plot against the throne.”

“What?” Frostfang asked in surprise, while both Lyra and Sluttershy merely looked on as the shock piled up. Only Talvira kept her composure, though her mood was darkening by the second as she strode forward and towered over the cowering monster.

“Bring them to the throne room. I do believe it’s time for an example to be made.”





“Blegh! Ugh, I certainly hope that’s the last time I ever have to go to Hayseed Swamp.” 

Midnight Sparkle complained as she floated her two former friends towards their homes within the tubes of her lab. Having just returned from meeting two of the Siphon Royals, she could still smell the pungent stench that would permeate the air surrounding Noiratrom. An unfortunate side-effect of embodying the chaotic aspect of pestilence and decay, she imagined there wasn’t much he could’ve done otherwise. But to embrace being that filthy willingly? Midnight couldn’t wrap her head around it.

“At least Norgna, I can understand. Not that it makes him any better to deal with.” Her muttering brought her to the other prince, whom she had visited first out of wanting to put off visiting the swamps for as long as possible. Norgna ruled the dragon lands to the south east; a fact which made sense given his role as the embodiment of the chaotic aspects of blood and war. His rage had led to him clashing with Nodabba in the past, and this frontier province of the empire was his exile in all but name. Still, the dragons that bent the knee to Talvira’s might came to appreciate how like-minded Norgna was, and he was a perfect fit to rule them in his mothers’ name.

“A pity he’ll never get the chance to help her ever again.” Midnight smiled to herself as she watched Lemon Hearts and Twinkleshine float in their tubes. Both were uncorrupted, save the pregnant-looking stomachs that both glowed with the insignia of one of the two princes. According to the plan she and Cozy Glow had concocted, the mares were used as new vessels for the powers of Discord to be siphoned into. Then they, in turn, would siphon the power from the four unicorns to defeat Talvira and Nodabba and assume control of Equestria.

But her happiness was not to last.

The first sign something was wrong in the tube just next to Twinkleshine. Moondancer floated within; as uncorrupted as the day the demonic occupation had begun. Minuette was gone, but Cozy Glow had left the wisest of Midnight’s old friends behind.

The next sign was that she was forcibly teleported out of her lab. With a harsh thud, she landed on a marble floor. Struggling onto her hands and coiling her tail beneath her, Midnight saw with a rising internal tide of dread that she was in the throne room. Lining the red velvet carpet were members of the royal guards; all armoured and armed. At the summit of the stairs at the carpets’ end were the massive breasts of Daybreaker; the former Princess Celestia and the throne of Equestria’s current ruler. Either side of that throne were the guard captain Frostfang, Lyra, for reasons that confused Midnight at that moment, and Sluttershy, wearing an unfamiliar expression of tearful anger.

But Midnight’s attention was stolen away by who stood front and centre on the throne dais. There, with her silver great axe in hand, stood Talvira. Her stern expression could level plateaus, and screamed only one thing in the corrupted alicorn’s mind.

She knew.

“M-M-My Mistress. W-What’s wro-”

“Down!” The emotional shout sent Midnight face first into the floor with a loud smack. All efforts to pull herself back up were made useless. Though she couldn’t incline her head to see it, she knew Sluttershy was drilling her with the Stare.

“Sluttershy, that’s enough.” Though Talvira’s voice sounded calm, all present could clearly hear the steel in the empress’ tone.

“But… but she-”

“I know, my dear. But we can’t make an example if you outright crush her now, can we?” A moment passed before an angry huff sounded out. The next moment, Midnight felt her body relax, the oppressive weight of the Stare lifted from her. Looking up from her prone position, the alicorn locked eyes with her mistress. “I trust you understand why you are here, Midnight?” Midnights’ violet and teal eyes darted back and forth between the irritated royal couple, and she timidly shook her head.

“So much for your intelligence.” The demonette empress sighed before beginning her slow descent down the stairs. “Midnight Sparkle. You are here to stand trial for your crimes against Equestria. You are charged with one count of sedition; the plotting to overthrow the throne… my throne,” That part of the declaration was uttered with more venom than the rest. “As well as three counts of regicide.”

“W-What? I-I-Me? I would nev-wait? Three counts?” The further furrowing of Talvira’s brow at this question made Midnight involuntarily gulp. “B-But… but I have been a loyal servant since your ascension. I have no reason to-” Midnight’s panicked blabbering was stopped with a swift whip from Talvira’s spade-tipped tail across the face, the impact echoing loudly throughout the throne room.

“You dare lie so blatantly to me?!” The empress roared, towering over the cowering alicorn. “There isn’t a solitary soul in this entire city that doesn’t know how you despise Nodabba, how you’ve always despised her. Ever since her birth, you have sought to undercut any success out of some misplaced sense Equestria was still yours to rule one day. So, in case I didn’t make it clear when my rule began, allow me to sear it into your brain now; there is no possibility in this world that would allow you to take the throne…” Talvira’s rage ebbed slightly as she regained her composure. “…except through eliminating my family and replacing me.”

“T-There’s no proof!” Midnight responded desperately. “I might hate your children, sure. But I would never raise a hand against them.”

“Like how you were about to attack Nodabba earlier this week? Right in-front of me, no less?” Sluttershy spoke up, crossing her arms atop her titanic tits.

“Besides,” Talvira continued, “we do have proof. Frostfang?” The snow-coloured wolfman stepped to his mistress’ side, handing her a sheet of papers. “These were found in your private laboratory. A detailed list of how you intended to siphon the powers of chaos from my children in an attempt to gain enough power to kill Nodabba, overthrow me and take control of the empire. The siphoning spell would drain not only the powers of my children, but also their life force…” Talvira’s expression darkened, a small island of sorrow amidst a sea of fury. “Noiratrom’s still alive, though we have yet to confirm in what condition. But we can confirm Sungam, Mirgluf and Norgna have all been killed.” The sovereign looked back down at her former apprentice, her eyes glowing in rage. “The only things I value more than my position are my wife and children. And regardless of my potential differences with each of them, they are my family. And you dare take them away from me?!”

“I’ve been framed!” Midnight nearly screamed, clasping her hands together as tears formed in her eyes. “Someone left those in my lab. I would never…” It was then the serpentine alicorn looked back and noticed Lyra on the throne dais, the gears turning in her mind. “I-It was her. I-It was Lyra!” She shouted, shakily pointing at the unicorn as Sluttershy moved to stand between them. “She managed to sneak into my lab. She’s the betrayer!”

“Lyra infiltrated your lab on my authority.” Talvira rebuked her, turning away to walk back up the steps. “I was growing suspicious of your intentions, and so I gave her the task of keeping an eye on you.” The demonette looked back down to see Midnight wide-eyed, her mental processes clearly frozen in confusion. “And as for the validity of this evidence, we actually had a witness come forward.” At this, a new figure joined the crowd by the throne. Midnight couldn’t help but let her jaw drop, the shock nearly knocking her on her backside.

“C-Cozy Glow?”

The young mare now stood beside Talvira, wearing the most mournful expression she could muster. Tears decorated her eyes as she still wore the cloak the arch mage had given her mere hours earlier when the plan was set in motion, conveniently obscuring the Alicorn Amulet. But the most surprising aspect of all of this was the unicorn horn poking through her bright blue curls.

“I… I’m sorry, Mistress Sparkle,” she said, her tone bordering on heartbroken as she wiped a tear from her eyes. “I-If this was what you were planning to use me for… I… I couldn’t let you get away with this.”

“B-But…” Midnight stuttered, rising cautiously to her full height as she struggled to figure this situation out. “But it was your idea. You’re the one who approached me with this scheme. A-And she’s not a unicorn. She’s a pegasus. Mistress, please! You have to believe me!” Talvira’s expression remained grim as she flatly stared at Midnight. Without a word, she gestured for the arch mage to follow her, as Sluttershy and Cozy did. Midnight also noticed the guards behind her begin to close ranks, prompting her to follow. She shot a withering glare at Lyra as she passed, though with Frostfang standing beside her, there was little effort in trying anything. Upon the royal balcony, Talvira turned to Midnight. She slammed the tip of her axe down loudly as a mild way to vent her fury before shooting a red beam into the darkened pink clouds above. A second later, on the underside of the clouds, a massive, glowing red glyph expanded into being. Its diameter easily encompassed the width of the entire city, but Midnight was more intimidated by its purpose.

It was an anti-teleportation spell. Not a soul inside Canterlot would be able to teleport anywhere.

“Call your beast.” She merely stated.

“Wh-What?” Midnight stammered, earning a harsher glare from the empress.

“Your little pet that is currently trying, and failing, to find the intruders in my realm. Since it has failed so miserably as a hunting dog, it shall instead serve as Canterlot’s guard dog. So summon it here. Now!”

The royal couple gave her space, as Midnight gulped and focussed her magic. After a few moments, a teal flash of magic brought with it the massive beast. The balcony creaked concerningly under its weight, but Midnight knew it would take a more forceful impact to detach this structure. It stood almost as tall as an adult dragon; covered in the short white coat of a pony rather than scales and had only two lower legs that ended in blue hooves. Blue-skinned membranes filled its impressive wingspan, though there was a blue on black eye embedded in each wing joint. The tail resembled a multi-ended whip, with the spiked tips resembling a morning star. There was a third, larger eye in the centre of its chest, with veins bulging through the skin around it. Then there was its head, or heads. Two long, thick necks held up the heads, which themselves were replaced with the flared heads of equine cocks. Talvira imagined the baggy excess skin beneath the twin heads were the ball sack, and would be filled with the captured quarry upon completion of its previous mission.

“You know,” Talvira flatly mused as she looked upon the beast. “If I weren’t brimming with barely controlled rage, I would actually be impressed, Midnight. A shame, then, what happens next. My dear?”

At this, Sluttershy walked forward without fear. The three eyes of the monster focused on the corrupted pegasus, and it took a step forward, lowering its heads closer to this potential morsel. Sluttershy took one long, deep breath, then opened her eyes.

“STOP!”

The Stare was unleashed in all its terrifying power. The dragon-like beast shuddered to a stop, seemingly resisting. But it was a momentary and futile endeavour. It froze in in place; unable to break eye contact with the queen.

“Sit!”

At her instruction, the monster stiffly sat down. It remained immobile as she walked right up to it and lay a hand upon its alabaster form, directing the Stare right at its central eye.

“You serve me now.” They held eye contact for a few more moments, before Sluttershy stepped back and the beast did its best impression of a bow.

“And now for my judgement.” Midnight turned away from the sight of her creation being tamed to that of Talvira slowly stalking towards her, axe in hand. Instinctually, Midnight slithered backwards, trying to keep as much distance between the two as she could. When her butt checks bumped into the marble barrier at the edge of the balcony, she looked up and saw Cozy Glow standing by the entrance back inside, a small smile on her face as she pulled down on one eyelid and stuck her tongue out in a childish manner.

“M-mistress, please. I-I’ve been framed. You must believe me!”

“I once believed you to be a loyal and useful subordinate,” Talvira responded, stopping a few feet away. “But your ego has led you astray, and as such you are now more trouble than you are worth. As Empress of Equestria, I find you guilty on all counts. You are, effective immediately, stripped of all titles and status, and given your dangerous talent for magic, I sentence you to death.” Midnight felt like an icy dagger had already stabbed itself into her heart. She looked to Sluttershy, but found no sympathy there. Looking back, she saw Talvira had turned and was walking back inside.

“Farewell, Midnight Sparkle. May we never cross paths again.”

Time felt like it had slowed down for the former princess of friendship. A feeling of numbing shock and dread flooded her system, much like when her friends and family had abandoned her before Cadances’ wedding. Movement in the corner of her vision revealed Sluttershy was returning inside as well. She was about to call out to her former friend, but Sluttershy stopped regardless, turned and levelled a look filled with nothing but scorn and betrayal.

“End her.”

A growing growl to her right reminded Midnight of the beast that was standing there. A beast she no longer controlled. Her first instinct was to teleport to safety, but only when her magic fizzled out did she remember the magic circle glowing above Canterlot. So that left only one option.

She leapt the rail.

Midnight opened up her wings and flapped as fast as she could for the city limits, passing between and over the rooftops of the capital city. A loud whooshing sound behind her filled her with dread, and she looked back to see the beast she helped create was now in pursuit. One of the necks bulged before it shot out a string of sticky white goop. Midnight barely weaved out of the way, watching as the web-like substance attached itself to one rooftop and tore off the tiles as they flew past.

“Please, stop!” She pleaded, hoping her words could pierce whatever control Sluttershy had placed upon it. “You can’t do this! I… I made you! You know me!” 

Her begging was answered with another attempt to catch her, this time she dodged and turned sharply, the string hitting the side of a tower the beast then used as an impromptu landing perch to leap off of and continue the chase. Midnight looked and saw the edge of the city fast approaching, but the beast drew closer as well.

“Please, don’t do this! Shining!”

The beast that was formerly her brother reared up, readying to catch her mid-air like a bird of prey. But as he was almost upon her, they both crossed over open air. They had crossed over the edge of Canterlot’s borders. 

With tears in her eyes, Midnight summoned her magic and disappeared in a flash of teal magic. Angered by losing his target, the monster roared his frustrations into the valley of central Equestria before turning back to protect his old home and new mistresses.
> Chapter 16: Progression
> --------------------------------------------------------------------------

Zap wasn’t sure how long she knelt there crying. Pulling her hands, no, the joints of her new wings, away from her wet eyes, she was still coming down from the high of adrenaline and rage that had saved the group. As she realised this, she heard a soft murmur, and looked up to see the rest of her group slowly stirring from their now slack bindings.

“Flurry!” She called out, not caring what heard her as she dashed upon her taloned claws to the alicorn. Flurry was slow to open those sparkling blue eyes, but they immediately latched onto the farm pegasus. “Flurry! You okay?”

“Z-Zap?” She responded weakly. She tried sitting up, but her fatigue and the massive bulge of her bloated stomach made it difficult. A feathered arm hooked behind Flurry’s own wings and aided her to a sitting position. As the princess regained her wits, her eyes widened in concern for her friend. “Zap… what happened to you?”

Zap’s expression of relief faded slightly as she followed Flurry’s gaze down to her own body. “Ah… Ah think that slug did sumthin’… an’ now, Ah resemble mah mom? Ah… Ah don’t know, Flurry… A-Ah…” The orange mare was once more on the verge of tears, but this time Flurry was there to embrace her with both arms and wings. Zap was stunned stiff for a moment, until the dam wall burst again and she wept into the alicorns’ shoulder, hugging her back just as firmly. It didn’t matter to her that Flurry’s massive boobs or pregnant belly were pressing against her. It didn’t matter to her that they were still underground in enemy territory. All that mattered to Zap Apple right now was that she was hurting, and Flurry was wordlessly willing to share the burden.

“A-Ah’m, Ah’m so-”

“It’s okay.” Flurry gently shushed her, stroking her feathery mane before pulling back to look the tearful pegasus in her magenta eyes, holding Zap’s face in her hands. “What happened isn’t your fault. If anything, you saved us, so…” Flurry felt tears building behind her eyes as well, and just pulled Zap in for another hug; one the modified flier swiftly reciprocated.

“Ugh… W-What happened?”

The sluggish voice made the two young mares jump, and they turned around to see their other three companions stirring. Starlight pushed herself up to a sitting state, tenderly brining a hand to her teat to see the milk staining it with a look of fatigued concern. Vinyl, the one who spoke, lifted herself up on her hands and knees rather than sitting up normally. This was due to the extra three pairs of C-cup breasts now adorning her chest and stomach. Clearly Rarity had struck once again, with the DJ’s vagina now obscured by the lowest-hanging set. As for Bonbon, she couldn’t sit up. Like the previous morning, her lips had grown large enough to obscure her entire head. Though, sitting up with such a bloated stomach would’ve been hard regardless.

“Starlight!” Flurry called out, but her efforts to stand were thwarted by her oversized stomach and its fullness. Starlight, hearing the call, slowly stumbled to her hands and knees and crawled over to give her niece a gentle hug. The unicorn spared Zap a grateful look before turning back to Bonbon and Vinyl.

“We, huff, we-we need to… heal up.” Her horn glowing in an aqua aura, Starlight levitated over the bags of the mares from their campsite just down the tunnel. She passed one to Flurry but she and the princess were surprised when Zap refuses.

“Ah’m okay for now.” She explained, nodding over to the secret agent and DJ. “They need ‘em more. Besides, Ah reckon Ah’m more useful like this.”

“You’re sure…?” Flurry asked, and decided not to push it further when the orange mare nodded, flashing a small smile. Starlight nodded in response and moved towards the others. With her magic, she tossed a reformation gem to the now kneeling Vinyl, who caught it before kneeling before the clearly panicked Bonbon.

“Don’t worry, Bonbon. We’ll get you better again.” Starlight said, though it was just as much to calm herself as it was for the earth pony. Like earlier the previous morning, her confidence in the mission, specifically her contributions thus far, was shaken. Pulling two gems out of the bags held in her levitation just to be sure, she pressed them both to Bonbon’s over-inflated lips. 

The reformation lit up the tunnel, as did two other bursts of light. Once it faded, Starlight looked down to see Bonbon back to normal. Well, as normal as she had been before this latest attack. Though her lips had been healed a second time, her pregnancy still remained. A quick look revealed that Vinyl’s number of breasts had dropped from eight to five, the fifth one taking the place previously held by her belly button. She also noticed Flurry’s bust had shrunken further down; if Starlight had to guess, the alicorn was currently in possession of G-cups.

“Starlight?” Drawn by the voice, Starlight smiled as Bonbon and helped the agent up to a sitting position. Zap was helping Flurry move closer as Vinyl did so as well. “W-What happened?”

“Zap saved us.” She answered, pulling out one more gem. “That monster must’ve broken through my illusion. Let me just fix myself up and then we can keep moving. The sooner we arrive at Manehatten, the better.”

“Darn right.” Zap chimed in. Smiling at that, the unicorn brought the gem to her own milk-stained bosom. The bright light engulfed the tunnel once more, but when it faded, the relieved expressions Starlight expected to see weren’t there. One look down and she understood why.

Nothing changed. Her breasts looked exactly the same size as before the gem, and she still felt the initial build-up of milk within.

“S-Starlight?” Flurry uttered in a grave tone.

“What the heck?” Vinyl nearly shouted, earning a stern look from Bonbon and Zap. “Why didn’t it work?”

“I… I don’t know…” Starlight stammered, her gaze locked firmly on her chest. She even brought her hands up to cup them, feeling the slight sloshing within and how they were still definitely bigger than they were before leaving the Crystal Empire. “We… We can figure that out later. Right now, we need to move.” Tearing her gaze away from her bosom, the unicorn offered a hand to help Bonbon to her feet. The agent, nodding, took it before her eyes suddenly widened and she shuddered in shock, losing her breath in a forceful gasp. A second gasp sounded out to Starlight’s right, and she whipped around to see Zap carefully helping Flurry back down to the ground. The princess’ inner thighs, and Starlight noticed this on Bonbon’s as well, were coated in a fresh wave of feminine juices to mix in with the semen from that slug monstrosity. It wasn’t until the unicorn saw the pregnant stomachs literally squirm from within that she realised what was happening.

They were giving birth.

“Flurry! Are you okay?” Zap asked frantically as the alicorn’s breath was coming out in pained pants.

“They’re going into labour.” Starlight stated, taking control of the situation and using her magic to reposition both pregnant mares; Bonbon kneeling with her ass in the air, while Flurry was in a more traditional birthing posture. “Vinyl, I need you to keep your eyes and ears open. Make sure no one’s sneaking up on us. Zap, I need you to be here for Flurry. Keep her mind off what she’ll be doing as much as you can.”

“W-What do ya mean-” Zap’s protests were cut off as both mares cried out in pain, their bellies squirming more vigorously.

“M-My stomach… I-It, argh! It hurts!” Flurry’s eyes were tightly squeezed shut in pain, her hands resting on her stomach as she struggled for breath.

“S-Something’s m-mah! M-Moving, inside-hah, argh!” Bonbon cried out, her flanks unintentionally shaking side to side. Zap, seeing the agony the two mares looked to be in, nodded and moved beside Flurry.

“Okay girls,” Starlight spoke up, doing her best not to show the internal panic on her face. “It’s going to hurt, but I need the two of you to push. Take deep breaths and… push!”

The mares did as she asked, though it came with a litany of carnal-tinged gasps for air. Zap offered a wing for Flurry to hold onto, which she accepted with more force than the pegasus expected. She winced in pain from Flurry’s grip, but seeing the strain on the alicorn’s face, she swallowed any pained outburst.

“I, I-MNF! AGRH! I… huff, I-I can feel them moviiiIINNGG!” Flurry stammered as she pushed with all the strength in her core. She could feel each individual egg as they squeezed through her cervix, slithering down every nook and cranny of her birth canal as they approached the outside world.

“S-So… Hah-ARGH! S-So many…” Bonbon uttered, merely bracing herself as the sensations were doubled for her. Not only were the eggs slowly travelling down from her womb, but her stomach as well, and they jostled against one another through the thin membrane separating the earth pony’s ass and pussy.

“Just keep breathing. Keep pushing. You’re both doing so well.” Starlight replied, forcing as much positivity into her voice as she could manage. Sparing a second to glance over to Vinyl, the DJ was splitting her time between keeping an eye and ear out on either side of the tunnel, and occasionally glancing back at the birthing happening mere metres away.

“Yer doin’ great Flurry. Jus’ hold on.” Zap parroted, doing her best not to wince as Flurry’s grip on her wings grew even tighter. Their bellies were slowly contracting as the panting cries grew shorter and louder.

“It-AH-ARGH! I-I can… feel…MNF! I-It’s coming!” Flurry gasped, sweat coating her forehead. Beside her, Bonbon was beyond words, now only managing animalistic sounds mixed with tones of both pain and pleasure.

“Just one more push. You two can do it. Just one more push, and this’ll be over.” Starlight cheered them on desperately, readying her magic in-between the legs of the two. The strain on Flurry and Bonbon’s faces intensified, groans of exertion echoing out in the subterranean tunnel as their bellies suddenly contracted.

“CUMMMMIIIIIIIIINNGG!”

Both mares screamed at once, their backs arching as the floodgates opened. From Flurry’s vagina and both of Bonbon’s holes, large dull-pink eggs were ejected with a wet pop. The barrage went on for what felt like forever, with Starlight fearing it would never stop. She pictured a horrifying clown car scenario, and given it was an evil version of Pinkie Pie that inflicted this upon them, the mage didn’t rule that terrible possibility out.

Flurry was the first to finally stop, shuddering and twitching from the exertion and following orgasm as a glistening pile of a dozen or so eggs were floated to the ground before her. Bonbon kept going for a little longer before she too finally stopped, her pile of eggs twice that of the princess. Starlight checked on the earth pony and, though she was still alive, she had clearly lost consciousness; her eyes rolling up into her head in pleasure. With the ordeal over, Starlight sat back in shock at the event. Even Vinyl had paused in her observation to look at the shameful display.

“Flurry? You okay?” Zap asked, not sure what else to say as the alicorn stared out at nothing, catching her breath with deep inhales. It took a few moments, but she slowly turned to the flier and weakly nodded. Zap knew it was a lie, but still smiled that her friend was still in there.

“Uh, girls?” Vinyl spoke up, her tone clearly indicating there was still trouble afoot. “Pretty sure something heard that and is on its way. I’m guessing we have about five minutes from what I’m picking up.”

“R-Right.” Starlight nodded, standing up and taking charge of the situation. We need to move. I’ll carry Bonbon. Zap, think you can take care of Flurry?”

“Sure as Ah’m an Apple.” She stated with a determined nod.

With that, they prepared to leave. With no clothes left to help holster their weapons and gear outside their bags, Starlight was forced to cannibalise Bonbon’s grappling hook for its rope. With their gear secured, Starlight lifted the unconscious secret agent in her magic while Zap eased Flurry into a piggyback ride, her original wings stretched as tightly as they could around the alicorn’s weakened frame. One last glance down the tunnel, where all mares could now hear the sound of multiple legs skittering towards them, had the group leaving the fresh eggs behind and running as fast as they could.

They lost track of time as they ran. Starlight theorised it must’ve been an hour since they had last heard anything behind them, yet despite the exhaustion and fear of another attack, they just kept going. Starlight led with Bonbon hovering close beside her. Zap carried Flurry through the middle of the group with Vinyl covering their rear. They followed Pinkie Pie’s directions, turning one way and another through the same-looking tunnels. Eventually, out of necessity, the group slowed down their pace to a cautious walk once they were absolutely certain they weren’t being followed anymore.

“Z…Zap?” Flurry murmured as they travelled along.

“Ah’m here, Flurry. Don’t you worry none. We’ll get ya outta here.” Zap’s tone might have been a bit too chipper for how tired she was, but she wanted to alleviate any of Flurry’s worries.

“…I know… Sorry you have to carry me.”

“Hey, don’t you start talkin’ like that. Given what you’ve been through the past few days, Ah reckon you need a break more than anypony. Heck, we could all use a good rest.”

“Mm.” Flurry hummed in agreement as she rested her head upon the Apple’s orange shoulder. Ahead, a swivelled ear in the direction of their little chat brought a smile to Starlight’s face. A murmur then caught her attention swivelling her ear and then entire head to see Bonbon finally stirring.

“Bonbon, are you okay?” Starlight knew it was a stupid question, but she felt it needed to be asked.

“Ugh… I… I, I think so… W-Where…?” The earth pony struggled to move her blue-and-pink maned head around, her blue eyes barely open.

“We’re moving closer to Manehatten. Don’t worry, we’re safe. You just focus on getting some rest, alright?” Bonbon nodded, enough of a response for Starlight to smile at her and press on. What Starlight didn’t see, however, was how Bonbon’s tired eyes lingered on the unicorn. Mainly on her ass. How those motherly flanks shifted and jiggled with each step. On what little side boob she could see from her vantage point. Voices whispered in the earth pony’s mind and she tried shaking them away, reasoning they were the result of exhaustion. But their echoes lingered as she slipped back into unconsciousness.

Starlight was uncertain how long after that discussion, but the weary ponies finally arrived at the exit Pinkie had designated. With what little enthusiasm they could muster, the mares welcomed the fresh air of the surface. Morning light filtered through the pink clouds above, and in the distance were the skyscrapers of their destination.

“Finally…” Vinyl moaned, leaning against the tunnel exit. “Can, huff, can we rest now?” Before Starlight could answer, a familiar burst of green flames appeared before them, leaving a bag in its wake. Opening it up, Starlight smiled and tossed the final dream amulet to her fellow unicorn, which Vinyl wasted no time in affixing it around her neck.

“I think a rest is just what we need right now.” Starlight stated, earning tired but eager nods from Zap and Bonbon. Setting the earth pony down, she then used the last of her magical strength to create illusions to protect them. Unlike the last time, Starlight crafted the spells with a preciseness akin to a master craftsman. No one would be able to discern their presence.

With that last act achieved, Starlight sat down in the mouth of the tunnel alongside Flurry and Zap, and allowed herself to sleep once more.





“Alright, ready to go?”

Dinky looked up to her adventuring companion and nodded, standing up as well. She and Rumble took one last look around their campsite to make sure they hadn’t been spotted before finally moving out from within the bush surrounding the Galloping Gorge. Despite them having made a successful jump the other day, Dinky felt her magic still wasn’t up to performing another long-range teleport. Furthermore, the effort alone would leave her exhausted again, and relying solely on Rumble for protection. Most mares would dream of him defending them like some fantasy knight in shining armour, but Dinky was not one of them. They were about to enter into open territory when Rumble raised his hand to stop them. He rustled through his bag before pulling out a set of binoculars, scanning the horizon to the south east.

“Rumble? Everything okay?”

“Here. See for yourself.” He handed her the binoculars and directed her gaze. Following his instructions, Dinky saw dark shapes flitting about in the sky beneath the pink cloud cover. “If we continue on foot, they’ll spot us for sure. Don’t suppose you’re up for another teleport?”

Dinky shook her head as she handed back the binoculars. “No. I’ve just barely recovered from the last jump and you want me to go again? We’re so lucky the last teleport got us this far. There’s no telling what’ll happen teleporting down there.”

Rumble brought a hand to his chin in thought. “Then we fly. I’ll carry you down to Ponyville.”

“What?” Dinky responded, a blush soon spreading across her face. “This isn’t one of your stupid fantasies, Rumble. Be serious.”

“I am. It’s the fastest way down without teleporting, and we’ll take the long way around to make sure those monsters don’t spot us.”

“But…” Dinky knew he was right, but the thought of him carrying her came across as embarrassing. She looked away, but turned back when Rumble rested both hands on her shoulders.

“Dinky, I promise I’m not doing this to woo you. This is to help us get to Ponyville faster so we can find our families, alright? Now are you with me?” Dinky knew he was right. There wasn’t much point arguing about it, regardless of how embarrassing it might have looked.

“Alright, fine. But no funny business, got it?”

“Got it.” Rumble nodded before quickly scooping an arm behind Dinky’s back and knees and swiftly lifting the unicorn high into the air.

“Give me a little warning next time!” Dinky shouted over the rushing air as they soared into the sky. Rumble, however, remained focused on flying. His wings pushed them higher and higher before finally levelling off just below the cloud cover. Then he turned in a wide arc, aiming the pair towards the Unicorn Mountain Range to the west. “Uh, Rumble? I thought we were heading to Ponyville, not Vanhoover!”

“We are,” he shouted back, eyes not leaving their path. “We’re taking the long way around to avoid attention.”

The long route it indeed was. Rumble was being extra cautious during this flight. Dinky had seen him practising aerial manoeuvres in the past, and knew he could go much faster than this. She assumed it was because he was carrying her, as well as hoping to hide from any potential threats. By the time the ponies eventually landed in the rocky hills separating Ponyville from the Whitetail Woods to the west, the light filtering in from above revealed it must’ve been mid-afternoon.

“You see,” Rumble stated as they cautiously walked closer to their destination. “Got us here much faster than walking, and safer than teleporting.”

“I get it, I get it.” She admitted, waving off his boasting before she pulled him down. One glance forward and soon he was wearing the same shocked expression as his unicorn counterpart.

Ponyville was nothing like the childhood home they remembered. The homes on the outer edges of town had been demolished, their rumble now forming a defensive wall manned by monsters. Aerial patrols circled the town from above, though they paid a great deal of attention to the northern approach. Despite neither of them uttering a word, both Dinky and Rumble were thinking the same thing.

Please… Please let them be okay.

“Alright…” Rumble spoke up, shaking Dinky out of the stupor of staring at the fallen remnants of their home town. “My old house’s the closer to us, so we’ll sneak in there first. Just stay quiet and follow my lead, okay?”

Dinky nodded and the two began their stealthy approach into Ponyville. They made it down to within fifty metres of the wall before having to wait nearly an hour as they watched the guards for patrol patterns. Finally seeing an opening, Rumble grabbed Dinky again and shot them through and into town. Once inside, they hugged the walls of buildings and moved only when the coast was clear both on the streets and in the skies. A couple of times the pegasus had to pull his unicorn accomplice back before she could be spotted by another monster patrol or a random beast and their depraved pet pony. It secretly terrified Dinky at what mares in the town had been reduced to, and she feared for her mother. 

Rumble did as well, but he did his best not to show it as they continued. It would be somewhere around another hour of meticulous sneaking before the fliers’ home came into sight. After stealthing their way around into the back yard, Rumble looked through the open doorway, swords drawn just in case. The kitchen of his youth was empty, and he and Dinky slowly crept inside. 

Once inside, it took all of Rumble’s inner strength not to drop his swords at the sight.

There were drawers strewn all over the place. Splinters of broken wooden furniture littered the kitchen and further into the family room. Pictures were broken and defaced. The walls were smeared with all manner of stains, most of which Rumble dared not try guessing. He didn’t realise his shoulders were shaking until he felt Dinky’s hand rest upon one, the look of concern unmistakable in her eyes.

“Rumble?” She asked, the worry filtering into her voice as well.

“I… I’ll be fine.” He replied, steeling himself against these sights. “Come on. Let’s check the rest of the house. We might find a lead for Mom and Thunderlane.”

The two nodded and began their slow, careful search through the house. Dinky lit her horn as she checked the basement, finding nothing within but what had once been a sex dungeon of sorts. The unicorn had to cover her muzzle at the stench of old sex that had permeated the place. Rumble, meanwhile, went upwards. Thankfully there were no ambushes awaiting him in any of the bedrooms he checked, but seeing the trophies in his brothers’ room destroyed or stolen, the mess of stains and torn lingerie within his mothers’ master bedroom, it chipped away at his confidence and, more importantly, his hope.

Mom… Thunderlane… Where are you?

“Rumble, I couldn’t find anything… Rumble?” The unicorn mare found him simply staring at a photo in his hand. Looking over his shoulder, she saw it was of happier times. The picture focussed on Rumble and his family; his mother, Caring Hearts, smiling happily whilst wearing a fluttering white sundress, and his brother Thunderlane looking good in his Wonderbolts uniform. She didn’t need him to say anything to know what he was thinking, and so she placed a comforting hand on his shoulder once more, regaining his attention. He turned to look at her, then shook off the water building in his eyes.

“Sorry, just… needed a minute. Let’s go look for a lead for your mom next.”

“Hey, if you want, we can take a break. We don’t need to be rushing after leads non-stop. Maybe we could recharge and be better for it when we start searching again.”

As Rumble pondered this course of action, his ears swivelled and picked up the sounds of a monster patrol outside. They wouldn’t the pair given they were away from the bedroom windows, but there was no guarantee they wouldn’t come inside for a more thorough inspection.





For the first time in quite a while, Flurry Heart woke up calmly.

Sitting up, she saw that the other four mares in her group were not only okay, but unmodified. She made a mental note to give her uncle Sunburst the biggest hug possible once this mission was over. Looking around, Vinyl and Zap were slowly starting to stir, the later of which looking so peaceful beside the alicorn, but Bonbon and Starlight were missing. Using the tunnel wall to rise to her feet, Flurry exited the caves and found the two older mares looking out on the distant city.

The dim light from above informed Flurry evening was fast approaching, if not already there, as did the lights in the towers of Manehatten. Most of said towers were damaged or ruined in one way or another, but what appeared more concerning was the large, dark sea that had seemingly flooded the centre of town. Manehatten had been known for being built on an artificial island, meaning the only ways in was either by boat, air or the bridge connecting it to the mainland.

“How’s it looking?” She asked Starlight upon reaching them. Flurry’s voice made her aunt jump a little, but her look of surprise swiftly melted into a smile before that was hidden behind Starlight’s business face.

“See for yourself.” She handed the princess a pair of binoculars and directed her gaze down to the western end of the bridge, where Flurry could see plenty of fortifications and patrolling monsters barring the way. “Getting in’s going to be more difficult than we first thought, and I am not risking another teleport. We need a concrete plan going in before we try anything. Otherwise…”

“Rarity will handle us easily.” Bonbon finished, her eyes giving a hardened glare to the city.

Lowering the binoculars, Flurry knew they were correct. Ever since leaving Appleloosa, they’d been going by the seat of their now non-existent pants. Doing so against Rarity, who’d already given them plenty of trouble, would be near suicidal on her home turf.

“Alright.” Flurry declared, turning back to the tunnel. “Then let’s get planning.”
> Meanwhile 4... Evacuation and Elevation
> --------------------------------------------------------------------------

“We’re all set to go, Ma… Ma?”

Applejack didn’t hear her son’s question. Her emerald gaze was situated over the eastern horizon. Despite lacking any magical sense that could’ve told her for certain, she was sure Zap was somewhere in that direction. The shock from waking up the previous night still lingered, as did the fear for her adventurous young flier.

“Ma?” Accompanied by a hand resting on her shoulder, the honest Apple turned to see the lupine form of Cortland looking at her with concern. “You okay?”

“Oh, yeah. Don’t you worry ‘bout me, Sugarcube.” Applejack flashed a smile, but she had been the Element of Honesty. Unless Discord fiddled with her mind, lying was never her strong suit. Cortland knew this, and his continued gaze told Applejack she wasn’t fooling him anymore than she was fooling herself.

“You’re worryin’ ‘bout Zap, aren’t ya?”

Applejack sighed. “Yeah. Ah’m certain Flurry Heart an’ Starlight are takin’ care o’ her, but… last night… it felt like she was in trouble…”

“Ma, say the word an’ Ah’ll bring her home.” He stated with determination, clenching a black-furred fist. 

But his mother shook her head. “Ah appreciate that, Cortland, but we need ya here. Zap can take care of herself, and she’s got the princess an’ Starlight lookin’ after her too.” She rested a hand on his arm and looked him in the eye. “Ah’m worried ‘bout her too. But we gotta believe she’ll be fine.”

It took him a little while, but eventually the wolfman Apple nodded. “Yer right. Sorry Ma.”

Applejack smiled. “No need to apologise, Sugarcube. Now, what were ya tryin’ ta say?”

“Oh, right. The wagon train’s all set an’ ready ta go. Just’ give the word when yer ready.” The mother smiled and nodded, letting Cortland return to his pack. 

She looked back at the main street of the farming town; its width and length filled with wooden wagon. Two stallions stood ready to pull along each, with the precious cargo inside being mares either too corrupted or far gone mentally to walk. Other ponies that were able to walk stood interspersed amongst the wagons, while Cortland’s wolves stood vigil at the edges of the train. A gust of wind nearly blew her trusty hat away, her reflexes helping her keep it upon her head. A pang in her heart rang out at the thought of leaving Appleloosa. She’d seen what it had become shortly after Braeburn helped found the town and, despite being exiled there in all but name, she had enjoyed her years raising her family here. Now it was destined to be a ghost town; her inhabitants fleeing for the safety of the Crystal Empire, her buildings cannibalised for the wood to make the wagons. Applejack turned and took one last look out east, hoping her silent pleas could reach her distant daughter.

…Zap… Please be okay…

Turning back, she took her place at the lead wagon and started pulling. The wooden wagon creaked as the wheels began turning, but it moved forward nonetheless. The rest of the wagon train soon followed suit, with Cortland’s wolfpack flanking it as they began the journey. It was slow going, but Apple matriarch wanted to make the journey for those within the wagons as smooth as possible. This care cost them speed. The wagon spent half the day traveling north alongside the train tracks. 

Every now and then Cortland would approach his mother, offering to take her place pulling the lead wagon. Every time she refused, directing him to keep an eye in front of them, to protect his family and town. She knew he was only concerned for her, more so than before her reformation. But she wasn’t a helpless filly. Sure, there was the slowly building pressure of the cider within her chest that she worried could distract her, but she could handle this at the very least. After one such time, she noticed Braeburn looking backwards as best as he could while pulling the wagon alongside her.

“You doin’ okay, Braeburn?” The question made the sand-maned stallion jump a little, but he quickly recovered as he helped pull the wagon onwards.

“Oh, yeah, Ah’m doin’ fine.” He answered, though his smile did nothing to convince his cousin of his supposed conviction. “Okay…” he sighed, looking away from Applejack’s emerald gaze. “Ah guess… Ah’m just… it’s Appleloosa. Ah understand why we had to leave, but… When Ah helped build the town, Ah never thought Ah’d see its end.” At this sad admission, Applejack’s sceptical face fell away to something more sympathetic, and her placed a hand on his shoulder to regain his attention.

“Who said anythin’ ‘bout this bein’ the end? Once Talvira’s beaten back to Tartarus, we’ll come back down an’ help ya rebuild it. Nothin’ us Apples do better than raising barns… ‘cept for, you know, farmin’ apples…”

The awkward end drew a small laugh out of Braeburn. “You’re right. Thank, cuz.”

Any further discussion between the two hat-wearing ponies was stopped when Applejack spotted Cortland. Her lupine son had stopped, his hands outstretched to tell them to do the same. He also let out a loud howl, signalling to the rest of the wagon train to stop. Swiftly, more of Cortland’s wolfpack arrived at the front of the convoy, and Applejack stepped away from her wagon to see what the fuss was. Cortland didn’t look away, his eyes focused on something on the ground a fair distance away.

No… Something within the ground. The orange farmpony managed to see it; a trail of raised earth curving this way and that, but still heading in their direction. Cortland and the other wolves readied themselves to strike, but whatever was burrowing before them stopped about thirty feet away. The mound wriggled a little before the head of a pony had popped out of the ground.

A familiar pony… with a slightly poofy pink mane.

“Gee… Must’ve taken a wrong turn at Albuquerque.” 

The head turned around to face them and Applejack saw it. That familiar face. She saw back, those big blue eyes widening to match the farmer’s green. For a moment in time, none moved.

“A…Applejack…?”

“P-Pinkie Pie?”

The wolves looked to one another, then Cortland. As they backed up a couple of steps, their leader moved forward to stand between his mother and this newcomer, but she stopped him with a hand on his arm. Instead, it was Applejack who moved forward to meet her friend as she pulled herself out of the ground. The two earth ponies took a moment to look over one another’s changed bodies. While Applejack had grown modestly in the chest, hips and thighs that now tightly filled out her flannel shirt and jeans, to say nothing of her multiple, cider-spilling nipples or hooves and horns, Pinkie looked markedly different. An hourglass figure that Rarity would no doubt envy. Head-sized breasts that were kept decent by a bright blue boob tube tied together with a bow in the centre like her chest was a present. Wide thighs that yellow short shorts struggled to stretch around. The most striking changes though was how the party pony was now clearly a head taller than the farmer, and sporting a very familiar knife-like horn, as well as insectoid wings that had fluttered briefly.

“You’re… you’re better.” The new Pinkie said, a small, hopefully smile slowly forming upon her muzzle. But Applejack could tell there was nervousness in her voice. Tartarus, she was nervous too.

“Ah… Ah want to believe you are too…” She began, steeling herself. “But… Ah need you to prove ta me that it’s really you in there, Pinkie, an’ not some no-good prank from Rarity or Midnight. So prove it. Do somethin’ only the real Pinkie Pie would.” Pinkie stood there, staring wide-eyed at her friend. There was hurt in those blue eyes, to the point they nearly watered up, but Pinkie wiped them away and put on a determined face.

“I Pinkie Promise that I’m the real Pinkie Pie. Cross my heart and hope to fly. Stick a cupcake in my eye.” 

With the words and motions of the Pinkie Promise made, any doubts Applejack had vanished instantly. She could read the sincerity in Pinkie’s features, the tone of her voice, and the look in her eyes. So, it came as a surprise to all when Applejack dashed forward and tackle-hugged the party pony down to a sitting position.

“A-Applejack?” Pinkie uttered in shock as the farmer moved from hugging her pink midsection to wrapping her arms around her neck in a tight hug.

“Ah thought Ah’d never see you again.” Applejack responded, her voice uncharacteristically choking up as she felt pressure from behind her eyes. She pulled back to look back and see Pinkie’s eyes were similarly watery. “Ah mean, like you are now, an’ not like we were-” Any more awkward explanations were cut off when the pink earth pony hugged her back even tighter.

“I’ve missed you too!” Pinkie cried out, the dam breaking as she bawled at this reunion. “I’m so sorry, Applejack! For everything I did as that mean old Pinkamena!” Applejack merely smiled, softly stroking her friends’ mane like she did for her children.

“Believe me, Pinkie, Ah’ve been there. You’ve got nothin’ to apologise for.”

“But I-”

“But nothin’.” The orange earth pony cut her off, looking her in the eye. “This is all Talvira’s fault, an’ we’ll teach that no-good harlot what for. But first,” she looked back to her family, who had all gathered before the wagon train. “We need ta get everyone to safety. To the Crystal Empire.”

“Oh!” Pinkie perked back up to her cheerful self, standing up and bringing Applejack to her hooves as well. “We’re doing that too. You wanna join up?”

“We?” Cortland asked, finally finding his voice at all this.

“Well duh.” At this, Pinkie rapidly tapped her foot on the ground. A second or two after she stopped, the ground before them fell away to reveal a massive tunnel. Inside, the Apple family could see another large group of ponies; many of them corrupted like those in the wagons. Of the ponies below ground, Applejack recognised Pinkie’s younger sister Marble Pie, a large yellow and pink polka dot sheet covering what must have been immense breasts. “You didn’t think I’d be travelling alone and in the open with Equestria as raunchy as it is, did you?”

“Y-You’re headin’ for the Crystal Empire too?” Braeburn asked the question, though Applejack could easily guess the answer.

“Yep. No point sitting around waiting for some other sexy horror to catch us again. Otherwise, all the trouble Flurry and the others went through to change us back would’ve been for nothing.”

“Wait. You’ve seen Starlight an’ Princess Flurry Heart?” Applejack asked. At Pinkie’s joyful nod, she stepped forward and gripped her now taller pink friends’ shoulders. “Pinkie, how are they? How’s Zap, ma daughter? Ah thought they were headin’ for Rainbow Dash next. Where’re they now?”

“I think they were, but they ran into some issues and came my way instead. They’re fine, at least Starlight, Zap and Vinyl were. They said they were heading to Manehatten to make their dreams safer.”

“…Rarity.” Applejack stated with a diminishing voice and growing dread. Of all the places she was terrified for Zap to go, only Canterlot was higher than Manehatten. All for one simple reason; Rarity herself. For whatever reason, following their corruption, Rarity had displayed a particular maliciousness towards her children. She never revealed to Applejack why this was, though the farmer had a few suspicions. But like she had said to Cortland earlier that day, she had to trust that Zap and the others would be okay.

“Pinkie, you sure these tunnels will get us to the Crystal Empire safely?”

“Definitely!” She responded with a confident grin. “The eastern tunnels might’ve been used a little by that stinky prince Noiratrom, and the tunnels leading to the Everfree are guarded, but we should have a straight shot heading north. The tunnels stop halfway halfway between Ponyville and Galloping Gorge. Given how Lamaria’s been out of the story for a while, we shouldn’t need to worry too much once we’re past the town.” Though there were a few things in that answer that flew over Applejack’s head, she still understood the general meaning of Pinkie’s response, and smiled at how her original personality had returned. Turning back to her family and the wagon train, took in a deep breath for her announcement.

“Alright, y’all! Change of plans! We’re joinin’ up with Pinkie Pie’s group an’ goin’ underground. We’ll be safer this way, and it’ll get us to the Crystal Empire that much faster. So, let’s help those in the wagons out and down into the tunnels. The sooner we’re underground, the safer we’ll be.”





That morning, Lyra Heartstrings felt a whole mixture of emotions.

On the one hand, she supposed she should be happy. Helping to uncover Midnight Sparkle’s plot to usurp the throne had to have earned her points of favour with Empress Talvira, right? What’s more, one of the biggest threats to her safety within the castle was gone. She wouldn’t have to walk the halls with the fear that, at any moment, Midnight could appear and steal her down to those fleshy caverns below to do Celestia knows what. But there were also still fears that she hadn’t done enough, or that Talvira could be mad at her for whatever other reason. Or, now that her covert task was complete, she would be forced back beneath the waves of maddening lust and turned back into a mindless slut.

These thoughts swirled round and round throughout the walk from the private room Lyra had been given to the throne room. There was an air of tension within the castle now. All could sense it. Even Frostfang, who accompanied her once more, had been on edge since Midnight’s banishment the previous day. It wasn’t long before they entered the large throne room; the guard retinue significantly more noticeable than normal. Also abnormal was the amount Daybreaker was moaning and panting in husky, carnal tones. These thoughts stuck with Lyra as she was led to the royal balcony, where their empress awaited.

“I’ve brought the mare, as you requested, Your Majesty.” Frostfang reported. A nod from Talvira was all the recognition he needed as he stepped back to stand at attention at the doorway, leaving Lyra to tentatively walk towards her mistress. The demonic ruler of Equestria did not stand imposingly before the buxom mint unicorn, but instead rested with her elbows on the marble railing of the balcony, looking out at the debauchery-choked city Canterlot had become. Her gaze seemed to stretch even further, more distant, and… sadder.

“…Y-You summoned me, Mistress?” Lyra nervously asked, when it became apparent Talvira wouldn’t be instigating the conversation.

“Yes, I did.” She responded, though there was neither seductive charm nor dangerous annoyance behind her words. Instead, it felt like a morose apathy had befallen the she-demon. “I wished to express my gratitude for your contributions in stopping Midnight’s plot.”

“But… but I-I didn’t do much of anything…” Lyra dared to respond, yet even this back and forth drew no glare or sharp retort. Instead, Talvira simply turned her head and the unicorn saw something she had rarely witnessed before upon the currently blank expression.

Tears glistening down Talvira’s crimson cheeks.

“You discovered the location of Midnight’s lab, then led Frostfang there.” Talvira turned back to the view as she explained this. “Whether it was out of fear of reprisals or actual loyalty, you chose to perform the tasks I set out for you rather than trying to flee or allow this treachery to be carried out. Given how many failures have befallen Equestria as of late, I feel the need to praise the successes of those beneath me all the more important.” Lyra didn’t have a response, but the conversation dropped into a lull following a drawn-out sigh from Talvira. It grew more and more uncomfortable by the moment, until finally Lyra needed to say something.

“P-Permission to speak, Mistress?”

Talvira raised an eyebrow, but kept her gaze to the city. “Granted.”

“Are… Are you okay?” The question seemed to catch the demoness off-guard, as she spun to look at the milk-laden mare with eyes wide with shock. Lyra flinched, expecting cutting words or even physical abuse, but nothing came. She looked up and saw Talvira simply staring at her.

“You… You’re… concerned about me?” She asked, seemingly struggling to even speak the concept so much as understand it. Lyra had to admit, she was surprised about it too. Talvira was undoubtedly the sole reason everything in Eqeustria had fallen into this state. Why she was carrying around massive melons filled with milk. Why she and Bonbon had been separated for years. But, even with all of that misery with her as the direct cause, something in the pony couldn’t help but reach out to her now.

“It’s just… I’ve never seen you like this… Honestly, it’s putting everyone in the castle on edge.”

Talvira digested the explanation with a calming breath before looking back over Canterlot. “Well, I imagine everyone would feel the same if they’d lost four of their children within twenty-four hours.”

“I-I’m sorry for aski-wait? Four?”

Talvira’s mood dropped even further, as did her gaze. “…Noiratrom’s gone…” She let the news settle in silence for a moment before continuing. “We only received the report a few hours ago. Sluttershy’s refusing to come out of our room. Can’t exactly blame her. It would seem that, without the powers of pestilence he was siphoning from Discord, Noiratrom was vulnerable to the very diseases and plagues he so loved to cultivate.”

“Then… Is-Is Discord free?”

Talvira shook her head. “Don’t get your hopes up, Lyra. Discord’s still in his little prison. I’ve tripled the seals and hidden him somewhere most wouldn’t dare look.” She turned to look back inside the throne room and Lyra followed her gaze to the backside of Daybreaker. Beneath the thrashing of her flaming tail and her desperate, wailing pleas for someone to rut her, the unicorn saw an emblem-covered seal placed over the former princess’ lower lips. “It should hold… for at least a month or so.” Talvira continued, looking back over the balcony again. “But it won’t last. Without someone to help siphon his magic away, Discord will break free and only add to the headaches that currently plague me. Grr, I should’ve killed Midnight when I had the chance!” This statement was punctuated with a loud slam on the railing, both Lyra and the further away Frostfang clearly hearing a crack in the marble.

“M-May I ask another question?” Lyra dared to speak up, even raising her hand like she was back at Celestia’s School for Gifted Unicorns. After taking a moment to calm down, Talvira nodded. “Why did you let Midnight go?”

“Because blinding rage is the bane of common sense.” She sighed, looking upwards at the pink canopy of clouds. “Normally I would’ve slain her myself. But I was so sickened by her betrayal, I didn’t want anything to do with Midnight, much less see her. Or perhaps I was angry at myself for allowing myself to be fooled so easily.” Another long, heavy sigh escaped the empress. “With the benefit of hindsight, I realise this creates only more issues to deal with.” A short laugh escaped the empress’ lips, though there wasn’t mirth behind it. Instead, there was sadness. “I suppose that’s where Norggna got his anger issues from. Rest assured, though, Midnight Sparkle won’t be returning here as easily as she left. I’ve altered the anti-teleportation spell above the city to block incoming interlopers. Everyone within the city can still jump around and out of town, but those wanting to come inside will have to do so the old-fashioned way.”

“Doesn’t that include Nodabba?”

“Yes, but she’ll be returning with an army. Even Midnight’s not that big a fool to attack her so directly.” Again, the conversation lulled into silence, though this one felt a little more comfortable than the previous one. Still, something about this whole situation was gnawing at Lyra. The fact she was being allowed to ask questions like this at all was surprising, as was Talvira’s willingness to answer her honestly, from what she could tell. She needed to know why.

“…Mistress… Why did you summon me today?”

“You’ve already asked that question.” Talvira responded impassively.

“No, I mean, why are we talking like this? Why are you allowing me to speak like this?”

A small smile found its way onto Talvira’s face. “Have I ever told you that, among the harem, you were my favourite, Lyra?” The admission shocked Lyra, but when Talvira looked to her for an answer, she meekly shook her head. “Sure, Caring and Cream are amazing milfs, Milky Way’s undoubtedly the best milk tank out of you all, and it’s fun toying with Cheerilee and Octavia’s repressive personalities. But there was always something about you that intrigued me. Something that always had me looking forward to when it was your turn to serve as my cock sleeve.” As Talvira stood up straight and turned to face her, it was only now that Lyra noticed another oddity; no harem mares. Other than Frostfang, they were alone.

“Perhaps it was because you were the only unicorn, or maybe because you were always the longest-lasting when it came to sexual endurance. But perhaps…” The empress’ look became more… friendly, if Lyra was using the term correctly. “Perhaps it was hidden potential. So, with all that in mind, I now offer you a choice, Lyra Heartstrings.” The unicorn’s eyes were growing wider with a mixture of curiosity and apprehension, yet she held her tongue and let Talvira finish.

“It’s a rare thing to be offered such an opportunity in this day and age, so I hope you understand how lucky you truly are. With your task done spying on Midnight Sparkle, I offer you your reward for achieving the task I placed before you; the freedom from being a member of my harem and ascendancy into Canterlot’s elite. With such prestige, you would be safe from threats within the castle. From threats within the city, for that matter. You would serve as a member of my court, and have the right to ownership of land, among other things, within Canterlot itself. 

“I may still have some uses for your apparent talent for espionage, but otherwise, you regain a fair measure of control over your own life. Of course,” Talvira’s expression darkened for a moment. “You have now seen what awaits those that betray me, and I am unwilling to let any further cowards flee from me so easily. And let us not forget I can still reduce you to a twitching pile of female flesh at a moment’s notice.” With a deep breath, she banished that ferocious look on her face and appeared genuinely kind once more. Lyra wasn’t sure which expression she was more afraid of.

“However, I very much hope that you continue to show your loyalty, as I genuinely don’t want to reduce you to such a state. So, Lyra, what is your choice?”

Lyra was stunned stiff. Here she was; being offered a small modicum of freedom by the very tyrant who enslaved Equestria. She, who had drowned her in lust and fucked her for years. She couldn’t understand it. Part of her wanted to rage, to shout and scream at Talvira until she was as red in the face as the she-demon. For having the audacity to make friends now after everything she had done. But the more rational part of her brain held that combative urge down with all its might. There was no doubt if Lyra chose to rebel now, she’d be returned to that lustful hell. Or even worse, given the previous days’ example of Midnight Sparkle. Talvira was still in control; she could still remotely trigger those orgasms that would render the mint unicorn a shuddering mess of moans and milk. The offer sounded good, but she needed to know more, considering it would be a literal deal with the devil.

“S-So,” She began. “Would I be able to leave? Canterlot, that is?” A small twitch on Talvira’s face made Lyra think, for the briefest moment, that the demonic empress was saddened by that question. But it was gone as soon as the mare noticed it, and that reassuring expression returned to Talvira’s features.

“It wouldn’t be wise to leave the city nowadays, Lyra. Equestria is in a state of flux thanks to your lover and her rescue party. Unless you are by my side, you would not be allowed to leave Canterlot. That said, you would now free to roam the city. Even relocate from the castle to another dwelling, if you wish. You would still need to report to the castle each day for whatever tasks I may need you for, however, but otherwise this city is your oyster, and your time is yours to spend however you wish.”

“A-And how would I be any safer out there?” Lyra threw a hand out to the expanse of the city before them. “Your order’s the only thing that’s preventing the guards in the castle from going down on me. I doubt that’ll work out there for everyone.”

“True, but I have my ways of keeping you safe.” Talvira calmly responded, closing the distance and offering a hand. “Ways you will discover should you accept my deal.” Again, turmoil floods Lyra’s mind. The fears of what might happen should she agree or refuse both terrified her. But, while the thought of what agreeing to this might do to her, she knew Talvira wasn’t one to turn her back on deals. The protections sounded good, and might help ease her mind, but she needed one last assurance that this wasn’t a trick. So, she decided to be brave.

“If… If I agree… I get my own home in the city. C-Close to the castle… and… you can’t treat me like a slave anymore.” Talvira looked surprised at Lyra’s boldness, but the unicorn wasn’t done. “Lastly… If… If Bonbon is found in the city, you bring her to me. Unharmed. As you found her. Deal?”

Talvira’s shocked look remained before it shifted into one Lyra recognised as contemplation. The unicorn could almost hear the gears turning beneath the horns and ebony locks of the empress, though she could easily imagine that being the growling of Frostfang at what could be called extortion. The fiend looked Lyra straight in her golden eyes for the what felt like the longest few moments in the mares’ life before finally smirking and extending her hand once more.

“Well played, Lyra.” Talvira relented, Lyra hearing what she recognised as admiration in the ruler’s voice; a rare thing indeed. “I knew you had potential, and that counter offer was all the confirmation I needed. You have yourself a deal.”

Relieved she wasn’t executed on the spot for taking such a stand, Lyra took a deep breath before shaking her now former mistress’ hand. “S-So… what happens now? How will I be protected?”

Talvira’s grin grew. “A simple spell, my dear.” The empress pricked one of her fingers with the sharpened claw of another, drawing a dollop of black blood which steadily grew. “Now, remain calm, and spread open that chest of yours.”

Recognising an order when she heard it, Lyra nodded and pulled her huge mammaries as far to either side of her as she could. She tried controlling her breathing as Talvira leaned forward and pressed her bleeding fingertip to the presented mint green chest. She then began drawing something in her blood upon Lyra’s chest. The feeling was unsettling for the unicorn. Not only was it gross to her that another’s blood was staining her coat, but the more this elaborate design took shape, the more the mare recognised it as one of Talvira’s many personal magic circles. A literal symbol of her power. Unfortunately, Lyra wasn’t proficient enough in magic to know the detailed intricacies of this particular spell, though she could feel the magic behind it growing stronger and stronger with each moment. Once the mark was finally complete, Talvira then pressed her palm into the marked flesh, a crimson glow emanating from beneath as it matched the aura surrounding the demon’s horns.

“Bound by blood, be reborn anew.”

The incantation spoken, something spiked within Lyra’s torso. It felt like her heart was trying to kick itself free of her ribcage, the repeated jolts enough to have her fall forward only to land in the waiting arms of her empress. A strange numbing pain began trickling throughout her nervous system, yet her mind was being shrouded in a fog of weariness. As her pained gasps slowed and her eyelids grew heavy, the last thing she saw and heard was Talvira.

“Rest now, Lyra Heartstrings. For when you awaken, you’ll be one of us.”

In a flash of red magic, the mint unicorn disappeared from sight, whisked back to the safety of her room. Talvira stood and looked back over her city, a feeling bordering on hope fluttering within her darkened heart.

“Your Majesty,” Frostfang spoke up. “Forgive my impertinence, but are you sure this was a wise idea?” Talvira waited a moment before answering, replaying her conversation with Lyra and savouring it as she turned to the albino wolfman.

“Even an Empress needs friends, Frostfang. Individuals I know I can trust. She has now earned it, as you did long ago. Besides, should she fail, I’ll rut her in half and throw what babbling wreck remains to your boys in the barracks. Does that quell your concerns?”

“My apologies, Your Majesty.” He gave a deep bow, immediately falling into step as Talvira headed back inside and alighted to sit upon her bosom-like throne.

“Your concern is unnecessary, but still appreciated nonetheless. Now, what’s next on our to-do list today?”

“A meeting with that other mare, Cozy Glow. She wished to discuss her reward as well.” Talvira sighed. She had a feeling that little minx was in it for some kind of reward rather than loyalty to the throne. Furthermore, her overly sweet tone and disposition the previous day hadn’t gone unnoticed, and Talvira had just had a harsh reminder of the cost of complacency in regards to those beneath her.

“Very well. Let’s hear what she has to say.”





A flash of red light brought Cozy Glow back into the familiar and safe environs of the caves beneath Canterlot. The fleshy tunnels of excessive modification now felt more like home than Hollow Shades ever did. So much so that, for a brief moment, her concentration on keeping her old form slipped. The skin beneath her back squirmed like monsters were trying to escape from beneath a pliable screen. 

But if Cozy Glow was anything, she was an insanely fast learner. A quick application of both magic and willpower brought the chaos coursing within her back under her heel, though she allowed a small vent of the changes by reconstituting her wings. They now appeared larger than her had been before, but she kept the unicorn horn of her disguise, allowing herself to pretend to be a true alicorn for a little while as she walked past the moaning prisoners in the walls, ceiling and floors of the tunnels. Re-entering what was once Midnight Sparkle’s laboratory, Cozy strolled past the now empty stasis tubes. Seeing them so vacant brought a content smile to the mares’ muzzle, her hand moving to absentmindedly stroke her stomach.

“Soon,” she said in a almost motherly tone. “Things are almost in place. You’ll just need to be patient before we can parade the lot of you around in the open.”

Her thoughts drawn back to her present predicament, Cozy took a deep breath and flexed her new-found magical might. She searched for one mind in particular and, upon finding it, connected it to her own.

“Mistress!” The voice on the other side spoke directly in her mind, unabashed joy filling the female voice to the brim. “I have eagerly been awaiting your next communication. How fares your plan?”

“Phase two was successful.” Cozy answered, sitting down in a bowl-like seat formed from the very flesh of the cavern walls. “Midnight Sparkle is out of power and out of Canterlot. Unfortunately, Talvira is still suspicious of me. My request to become her new arch mage is… pending.”

Cozy could feel both the nervousness and sympathy of her correspondent. “I’m sorry to hear that, Mistress. The Empress is a hard woman to please or impress. But I take it she didn’t dismiss you outright?”

“No, she didn’t.” The malicious schemer sighed. “But she’s tasking me to prove myself so that I may earn the position. I’m to create a large force of hunting beasts to track down Equestria’s intruders, as well as turn over any and all projects Midnight was working on or hypothesising.”

“Should I make my way to Canterlot to assist you, Mistress?”

“No. While I appreciate the offer, your arrival so soon after Midnight’s ousting would only fuel Talvira’s suspicions. We need to lie low for the time being. I’ll play along with her, handing over everything that doesn’t directly implicate our plan, and let things in Canterlot calm down as much as they are able. Once I’m ready for you, I shall be in contact. In the meantime, ensure preparations are ready in the five locations. When we begin phase three, I want everything to be ready.”

“Understood, Mistress. I shall see to the preparations myself.”

With that conformation, Cozy Glow severed the mental link to her subordinate and sat back in her chair, a malicious grin stretching across her features as her grand design continued to take shape.
> Chapter 17: Separation Part 1
> --------------------------------------------------------------------------

“If we can get in now, we should.” Flurry declared to the rest of the group.

“Are you crazy?” Zap asked sceptically. “Look at us. Ah don’t think we’re in a good spot t’ sneak in there.”

“Especially without knowing where Rarity is.” Starlight added. “Manehatten’s a large city. She could be hiding anywhere.”

“That’s where I come in.” Vinyl interjected, flashing a confident grin as she thumbed towards herself. “I know that city like the back of my hand.”

“If we can narrow down where she might be,” Bonbon pondered with a hand on her chin, “then we wouldn’t have to waste time searching aimlessly. So, we just need to think of the most likely places where Rarity would be.” All five ponies went quiet in thought, contemplating that question.

“Well,” Vinyl spoke up. “She used to have a boutique here in the city.”

“Another one?” Flurry asked, flashbacks to the events in the Carousel Boutique roaring back to the fore.

“Rarity was a successful fashionista, after all.” Starlight answered before turning to Vinyl. “But don’t you think that’s a little too obvious?”

“Well, from what Ah saw of her,” Zap interjected, “she seemed pretty full o’ herself.”

“And maybe,” Flurry carried on. “Given how everything’s changed, she might’ve wanted something familiar.”

Starlight dwelled on this, and when looking at the other senior mares, Vinyl merely shrugged unhelpfully, while Bonbon responded with “Out of all of us, you knew her best, Starlight. It’s up to you.”

Starlight dithered at this, four pairs of eyes watching her internal struggle at this decision warring across her features. “But…” She started, but any following statements fell away in a tired sigh. Flurry shuffled closer and placed a hand on her aunt’s shoulder, regaining her attention.

“Starlight, you don’t have to do this if you don’t want to. But I do. I know the risks, but every choice we take here in Equestria is going to carry some risk. Even staying here risks us getting discovered, or the forces manning those defences getting stronger. I know it’s not what you want to hear, but I’m willing to take that risk.” Starlight looked her alicorn niece in the eye as she delivered this speech, searching for any sign of falsehoods. When none were found, she sighed again before drawing Flurry in for a hug.

“Just like your aunt Trixie.” Starlight muttered. “Always pushing forward regardless of the risks.” She pulled out of the hug, but kept her hands on Flurry’s shoulders, the unicorn’s gaze more determined. “Alright, you win. We sneak in tonight, find where Rarity is, and go from there.”

“…So, how’re we gonna get past that barricade?” Zap asked, nodding her head back towards the city entrance.

“Well…” Bonbon spoke up, looking back at their obstacle through the binoculars. “I think I can see a gap in the walls. Right near the shore line.”

“What?” Both Starlight and Flurry asked, the unicorn levitating the binoculars up into her grasp. Sure enough, there was a small gap, probably large enough for them to squeeze through one at a time; even with their corruptions.

“Alright then.” Starlight stated, her expression regaining some measure of determination. “Let’s pack up quickly and move out. The sooner we’re in the city, the sooner Rarity’s no longer a threat.”

Within five minutes, the group of mares had gathered what equipment they still had, snuck in a quick snack from their rations and began moving as quickly and quietly towards the gap Bonbon had spotted. As they exited their campsite, Flurry managed to glimpse Starlight sending off another missive to the Crystal Empire. Though her curiosity compelled her to ask, she shook it off, reasoning she could just ask later. The dash to the wall was a harrowing one. Mindful of what few aerial enemies patrolled the sky, the party’s main attention was dedicated to those on the wall. Searchlights were swept across the walls’ surroundings, but by approaching from a wide angle, the mares were able to avoid them.

This luck could not hold out forever, however. As the group finally reached the gap, with Vinyl volunteering to go through first, movement caught Starlight’s eye. Up on the wall, moving towards them, was the origin of one of the searchlights. Something was coming this way, and if they were spotted now, there would be no chance for the five to escape. Looking back at the group, with Bonbon preparing to enter the gap, Starlight Glimmer’s choice was made.

“Flurry,” she began, approaching and putting her hands on the princess’ shoulders. “You need to hurry.”

“Starlight, we’re going as-”

“There’s no time, just listen to me.” Though Starlight kept her voice hushed, Flurry could hear the concern in her aunt’s voice. As could Zap and Bonbon, the latter pausing her entrance through the gap to listen in. “A patrol’s coming. If we do nothing, we’ll be spotted and all five of us will be caught. I’m going to cause a distraction to give you enough time to get further into Manehatten and hide.”

“What?! No, Starlight, you can’t. What about staying together?!” Starlight looked upon her niece with a sad smile before coming in with a tender kiss to the base of her horn.

“Please Flurry. I need to do this. You’ve sacrificed enough for us. Now it’s my turn…” Tears threatened to break through both mares’ eyes as they held each other’s gaze. “I’m so proud of you Flurry.” Starlight then quickly to Bonbon, the tears remaining, but her expression shifting to a more determined one. “Bonbon. Get her through and keep her safe.” The earth pony nodded and approached to guide Flurry through the gap.

“No. No, stop. Starlight!” Flurry called out, but Starlight was already running away as fast as she could. The next instant, a flash of teal light shot out and an explosion erupted further along the wall. All at once, sirens rang out, and all the searchlights convened on Starlight’s moving form as she blasted away at more to the wall.

“Princess, we need to keep moving.” Bonbon grunted, but Flurry struggled against her all the way.

“No! I won’t leave her alone. I can help her.”

“Flurry, stop!” Zap yelled, stepping in front of the desperate alicorn. “You need ta get through that gap an’ into the city. Ah’ll go after Starlight.” The despair almost doubled on the princess’ face, but Zap came close and gave her friend a feathery hug. “Ah’ll bring her back. Ah promise.” At this, Flurry finally stopped resisting, instead tightly hugging the corrupted peagsus back.

“You’d better come back. Both of you, you hear me?” Flurry asked, her concern and worry plastered across her face and drenching her tone. A warm smile and a nod from the Apple was seemingly all the answer she needed, as they separated and Flurry willingly followed Bonbon through the gap in the wall.

Another explosion rang out amongst the alarms as Zap turned and took flight, hoping these Manehatten goons were dumb enough to think she was on their side and not bring her down. From above, she is able to witness the carnage Starlight has wrought on the defenders. A third explosion sends monsters manning the wall flying, as Starlight begins running away from the structure. A horde of canine monsters comes charging out in pursuit. Though dogs of some description, these clearly aren’t the streamlined wolves of her brother’s pack. They are armoured and armed with spears and shields. None of which matter to Starlight, as she sends heaps of them flying with her magic even while in retreat.

The horde is gaining on her, though, and Zap spots one such mutt preparing to leap onto the unicorn. Steeling herself, the orange pegasus dives down at full speed before rolling forward and landing a claw-laden kick to the hound’s face. The beast bounced a good couple of feet away from the impact before skidding to a shuddering stop, though the impact made Starlight stop and look, surprise and a hint of annoyance flooding her features.

“What are you doing here?!” She yelled as the two of them got moving again. “You need to be with Flurry. She’ll need you.”

“An’ she needs you too!” Zap shot back, weaving out of the way of a thrown spear from behind. “For such a smart filly, this is a pretty dumb idea.”

“I can handle myself! Flurry will be fine without me. She’ll have you to look after her.”

“No, she won’t!” Zap shouted, flying in front of Starlight. “Ah may be her friend, but you’re her family. You ain’t comin’ outta this on yer own. How’d ya think that’d make Flurry feel? She still needs you Starlight!”

As this emotion-charged argument played out, the two mares are simultaneously fending off and savaging the pursuing horde. Starlight flings some high into the sky with her magic while blasting others with beams, while Zap darts from place to place; slicing and slamming any and all that dare challenge her with her claws and kicks respectively. That last shout from Zap stops Starlight in her tracks, blasting another hound of Manehatten many feet back in the air. The pack gave the mares a wide berth, but moved to encircle them now; shields raised and spears levelled at the pair. Starlight and Zap, without so much as a word, nodded and stood back-to-back; waiting for the horde to make the first move.

The move was not one either pony expected. The ring surrounding them was broken for a single dog; his armour less crude, potentially signifying a higher rank. In his meaty paws was a tall, elaborate vase, which he began to empty onto the ground. Out of the vase came a familiar navy-blue slime; one Starlight vividly remembered from her dreams earlier in this mission. The slime slithered forward before stopping around twenty feet from the pair, then stretching into the sky. Soon enough, it took a voluptuous form, one both ponies unfortunately recognised. An hourglass figure bookended by wide hips and G-cup breasts. A well-coifed indigo mane with a white stripe running through it and pinpricks of lights glittering within like stars. Long legs that thickened at the thighs beneath a cutie mark of three diamonds beneath a glowing pink heart emblem. And Light blue draconic eyes that dazzled above a cruel smile of razor-sharp teeth.

Standing before them in all her glory, was Nightmare Rarity.

“Why hello, Darlings.” She said joyfully with open arms. “Oh, I’m so happy you came to visit, but did you have to be so brutish in answering my doorbell? You could’ve just knocked and my lovely guards would’ve escorted you right to me.”

“Like anypony actually wants to see you, ya hoity-toity witch!” Zap snapped angrily, memories of the dream she had suffered resurfacing in her mind. This captured the fashionista’s attention, and earned a stern glare.

“Well, I can see somepony wasn’t raised properly. I suppose that’s what you get when both parents are stubborn mules and you’re literally raised in a barn amongst other wretched children.” This earned some snickers from the horde surrounding the three. Zap’s rage was simmering before, but now she was truly angry. No pony, regardless of position, spoke about those she cared about like that. She was about to leap onto that slimy harlot before Starlight raised an arm in her path. The unicorn wore a determined look as she stepped forward.

“Rarity, listen to me. I know this isn’t the real you. Please, we can help turn you back to normal. Sweetie Belle and Spike are waiting for you back in the Crystal Empire. Please, come back to us.”

At the mention of her sister’s name, Starlight swore she saw a flicker of surprises and something more tender in those draconic blue eyes. But it was gone as quickly as it arrived, and Rarity gave off a loud, hoity laugh.

“Oh really, Darling?” Rarity tittered. “You-You expect me to give up all of this? Give up this position of power? I am one of the strongest, most powerful mares in all of Equestria. I’m not giving this up. Besides, I enjoy what I do for the Empress. Creating pleasurable dreams is more fulfilling for me than crafting dresses ever was. And you expect me to just give up and go back to a mundane existence? Like you did when Twilight stopped you?” That last jab hurt Starlight more than the others, but the point was clearly made; Rarity, like Applejack and Pinkie Pie before, wasn’t going to listen. Unlike the other two, however, it seemed conflict was unavoidable this time. Starlight scanned the surroundings and, with the pair of ponies completely encircled by Rarity’s hounds, escape seemed impossible.

For her, at least.

“Now then,” Rarity purred, taking a few squelching steps forward as her smile grew more malicious. “I do believe it’s time I gave you two a personal fitting session. After all, you’ve both grown so much since the last time I’ve seen each of you.”

“You’re going to be disappointed then,” Starlight said sadly, yet with grim determination. “As you’ll only get one of us.”

“Wha-Hey! S-Starlight?!” Zap yelled as an aqua-coloured aura engulfed her. Her magenta eyes met Starlight’s violet ones and she instantly realised what was happening. “Wait. Wait, Starlight! Don’t do this!”

Starlight, focussing her magic on the gap in the wall, sadly smiled back at the pegasus and simply replied “Take care of Flurry Heart for me.” With great effort, the teleportation spell was fired. The pain of casting the spell through the miasma these pink clouds seemed to create pained the unicorn, but she had a feeling Zap would make it to her intended destination. It also hit her that history was repeating; this was almost exactly what happened to her and Sweetie Belle that first night of the mission.

Broken out of her reverie, Starlight saw Rarity melt into a torrential wave of slime that roared towards her at ferocious speed. As quickly as she could, the mage raised an aqua bubble shield, which the slime swiftly swirled around and encompassed. Soon all sight beyond her shield was obscured, and Starlight could hear and feel parts of the swirling mass that was once her friend probing for weaknesses. Sighing in resignation before adopting a stern expression, Starlight charged her magic and electrified the exterior of the shield. A hideous shriek rang out around her and the slime recoiled as quickly as it had surged up to her. Parts of it reconstituted into Rarity’s form and the corrupted element bearer snarled at her. Starlight, not wanting to give Rarity another opening, pointed her staff and fired a concentrated beam of magic. But her hopes fell significantly when Rarity raised her hand and blocked the attack with a transparent, hexagonal shield.

“Alright then…” Rarity growled. A light blue aura engulfed her elongated navy-blue horn and suddenly multiple copies of her faded into existence. They surrounded Starlight; acting like an inner ring within her circle of soldiers. Starlight blasted away at each of them, yet the attack just shot through them like mist, and they would reform back into that perfect replica of the fashionista. By the time Starlight realised these were illusions, it was too late. The real Rarity surged up from behind and partially engulfed her in slime. The illusions faded away as the unicorn’s arms and legs were sucked into Rarity’s slimy form; leaving her head and body exposed. Starlight looked to the side and saw Rarity inspecting her crystal staff, only to crush it like a twig underfoot.

“Hmm, there’s no need to fight, Starlight.” Rarity hummed as tendrils grew out of her body and approached Starlights’. “After all, we’ve had so little time to catch up. It’s a shame we only had the one dream together. How about we relive that dream? Right now?”

Starlight’s eyes widened at the implication, but before she could voice any protest, her D-cups were encased within moulds of slime. The sensation of the mould was simultaneously cooling and tingling, waking up every nerve in the unicorn’s body. Starlight felt the milk within her being churned as her breasts were being squeezed and reshaped with the fondling Rarity was performing, but the pressure on her nipples skyrocketed when tiny tendrils within the moulds poked and prodded her tender teats.

“W-W-Wait. Rarity, you doooOOOOOOOOOOOHHHH!” Starlight plea transformed into a scream of pain as those tiny tendrils pressed into her nipples. The pain only increased before swiftly morphing into pleasure as the tendrils of slime reached deeper and deeper.

“Take a look, Starlight.” Rarity taunted in a sickeningly sweet tone, grasping the unicorn’s head in her slimy hands and forcing her to look at her chest. “The fun’s just beginning.”

Starlight looked and her fears grew exponentially. Bulges within Rarity’s slimy mass were floating closer and closer until they approached just before her bosom. Then they pushed in. What should’ve been a painful experience was instead giving the mage exquisite pleasure. Her lower lips were drooling as, over and over, Rarity was pumping whatever this substance was into her breasts. The effects grew increasingly hard to ignore. With each pump of fluid, Starlight’s breasts grew. Her levels of ecstasy increased as well. It became impossible for Starlight to stifle her sensual moans, before they shifted into outright lustful pants. She was fading in and out of awareness, shaking her head to snap herself back to her senses.

As she did so, the pumping finally stopped, though the pleasure did not. While the slime forming a mould of her tits withdrew to only cover her areola, they, like her breasts, were now massive. Furthermore, the slime still sticking to her chest was stroking each and every surface of skin they could, still stimulating her to the point anyone nearby could tell at a casual glance or sniff that this was a mare in heat.

“Hm, most likely an N cup, I think.” Rarity mused as she leaned in to behold Starlight’s newly grown bust. “Definitely larger than your dream, but I’d rather not have to force open your nipples every time if I was to enjoy them. So…” That malicious smile returned, heightening Starlight’s fears amidst the pleasure. “We need to make a few more changes.”

The stroking of the slime began to focus its efforts more heavily on Starlight areola, just beneath the nipple. They pushed and prodded as they brushed and stroked against her, increasing the pleasure from her already sensitive boobs. Her skin where they touched tingled. So much so it felt like they were digging into her breasts.

“Enjoying yourself, Darling?” Rarity asked smugly, drawing Starlight out of the drowsy stupor of pleasure she was subconsciously slipping into. Starlight shook her head, but inside she couldn’t deny it was hard to resist this amount of pleasure. Like when she was trapped at Sweet Apple Acres, or when she was milking herself before arriving at the Pie farm, her breasts being toyed like this was just… so good. Even having multiple dicks in her pussy at once couldn’t compare to what Rarity was doing to her now. 

“How about we show you what’s happening? I can absolutely guarantee you’ll love how fabulous I’m making you.” A portion of slime from Rarity’s mass rose up before growing thinner and thinner. So thin, in fact, it was becoming reflective. This fact only grew stronger as Starlight realised it was a mirror, and what she saw cut through the pleasure to remind the mother of her situation.

As the slime finally pulled away from her areola, Starlight’s eyes widened at the sight of a vagina adorning the majority of space at the peak of her boobs. Her nipples, small beads of milk beginning to bubble up, now acted as the clitoris for each literal nipple-pussy.

“R-R-Rarity…” Starlight stuttered, tears threatening to break through as what happened during her dream that fateful first night now surged back to the fore. “Please… This isn’t you. You aren’t a monster.”

Rarity stared blankly back at her before chuckling darkly. “You really are a broken record, aren’t you, Darling? I told you; I like who and what I am now. And what I do to naïve little ponies like you that get in the Empress’ way!”

Rarity drew Starlight up, with the unicorn now visible to the entire gathered horde. She saw how they had dropped their weapons, as their mistress had a firm handle on things. But they also had dropped their pants. The few who had pants on anyway. All were now jerking their own meat at the sight of Starlight’s corrupted form and the oncoming show. Looking back below her, she saw Rarity spawn three long, thick equine cocks from her slimy body; one at her hips and two others on their own wriggling tendrils. The one attached to Rarity’s crotch was lined up with Starlight’s original pussy, while the other two positioned themselves before her new ones; eager to break them in.

Then at once, Rarity charged in.

“NNGH! A-AAAAAAAAAAAAAAARGH!”

Starlight’s screams echoed out in the countryside beyond Manehatten, as all three of her pussies were now filled with slimy cocks pounding away. While the one entering her lower vagina filled out her otherwise loose lower lips and thrust away with gusto, the two invading her breasts went at a slower pace. Looking in the mirror, which had risen to match the height she was held at, Starlight saw thin trickles of blood running down the underside of her monstrous jugs; proof these new pussies were indeed real and now broken in.

“R-Rari-IIIEE! Hah! Mmnph! R-Rarity! S-Stop-pah! AH! ANGH!”

“Stop? Oh pkuft! But Starlight, we’ve only just begun! Now, as Pinkamena would say, let’s have some more fun!”

The three cocks now began synchronising both their speed and timing, thrusting in and out as one. The faster and harder they pounded away, the more and more hazy Starlight’s mind became. She could feel each of Rarity’s slimy pseudo-dicks now kissing her cervixes with each forward assault, widening her insides in the process. The fact she was awake and experiencing this, as opposed to the previous ordeal in her dreams, only made it that much more pleasurable. Her consciousness was slipping as she approached her peak.

“R-Rarity! Ah! Mnf! I, I c-nnngh! C-can’t, c… cum. Cumming. I’m Cumming!”

“Don’t be chaste on my account, Darling!” Rarity shouted with a near-manic grin. “Just let go. Give in, and experience the wonderful hells of pleasure!” The pace picked up even more, as Starlight could barely think straight with the amount of sexual bliss Rarity was pumping into her with every wet slap of flesh on slime.

“Cumming. I’m cumming. Cumming, cumming, cummMMMMMMIIIIIIIIIIINNG! AAAAAAAAAAAAAAAAAHHH!”

Starlight experienced an orgasm like never before in her life. Her body spasmed and shuddered. It was like electricity surged down every nerve. Her three pussies clamped down as hard as they could on the intruders pillaging their insides. The metaphorical dam walls broke, and her clitoris-like nipples started spraying milk all over the place; much of it landing and being absorbed into Rarity’s body. Within seconds, an unladylike grunt from below was all the warning the unicorn got before each cock seemingly bulged and erupted. Slimy sperm shot deep into all three of her wombs. So much so that it leaked out of her cunts and back down into Rarity’s slimy body below. The fashionista brought her down to look upon her latest conquest and smirked at the sight. Starlight’s eyes were rolled up from the pleasure frying her brain, still twitching as her mouth revealed teeth gritted from the intensity of her clearly ongoing climax.

“Well, well.” Rarity chuckled. “I’m supposed to send you to the Empress so she can meter out your punishment, but I suppose I can have my fun with you beforehand.” The corrupted Element of Generosity then turned to her soldiers, many of whom were recovering from their own highs as many had jerked themselves to completion while enjoying the show.

“Oh boys?” Rarity called out, earning everyone’s attention. “Starlight didn’t come here alone.” Her tone then grew stricter and more serious. “Spread out and find them. They can’t be far.” Rarity merely watched as her forces hastily clean themselves up and scramble into their formations. They split into two groups; one to go back and man the barricades once more, while the others moved out in a wide circle to scour the countryside for any sign of the other intruders.

“And as for you…” Rarity said softly to the now unconscious Starlight still trapped within her slimy grasp. “Oh, I can’t wait to use you as a model for some of my new designs.” As she was about to teleport the two of them away, something ethereal caught Rarity’s attention. As sense that only she could feel sent off a ping in her mind. Two pings. From within the dream realm. Using her powers, she followed the trace of these sensations to find their origin and was surprised as to who and where they were dreaming.

“Hm, it seems my fitting party for you will have to wait, Darling.” Rarity stated, patting Starlight head. “There are two lost ponies that require my attention.”

And with a snap of her navy-blue fingers, the unicorns disappeared from sight.





“Argh! That’s it. I can’t wait any longer. I’m going back for them.” Flurry stood up, nearly falling back over from the weight of her breasts, and made towards the door of the room they were hiding in.

“Flurry, no. You need to stay here.” Bonbon scolded the alicorn, standing in her way.

“No! I won’t stand by while those two risk their lives for us!”

“Flurry, listen to me!” Bonbon yelled, firmly grabbing the princess by the shoulders and forcing her to look the earth pony in the eye. “Look,” she sighed, “I get it. You don’t want to see them hurt. I don’t either. None of us want something bad to happen to Starlight or Zap. But Starlight left to buy us time to hide away in the city, and Zap promised she’d bring her back. Have faith that they’ll pull through.”

“But they’ll need my help.” Flurry countered. “If I can catch up with them-”

“Then what Starlight did will be in vain.” Bonbon immediately cut her off. On a deeper level, Flurry knew there was truth to what Bonbon was saying. But if felt like she’d already made so many mistakes over the course of this mission. She didn’t want leaving behind a new friend and the closest thing she had to a mother behind like this.

It was at that moment that a teal light flashed in the room for a moment, followed by a familiar-sounding yelp and a thud on the floor. The two mares, as well as Vinyl coming in from the secluded place on the balcony, turned around to see Zap Apple picking herself up off the floor.

“Zap!” Flurry cried out, rushing over and hugged her friend. This had the unintentional effect of squashing her alicorn bust against Zap more meagre chest. “Are you okay?”

“Ngh… Ah-Ah think so,” she replied somewhat stunned, wincing as she rubbed the back of her rainbow-feathered head. Then her eyes widened and she glanced all around their surroundings. “W-Wait? W-Where are we?”

“Calm down,” Bonbon said gently as she sat to the pegasus’ other side. “While you and Starlight were causing a distraction, the three of us snuck across on the underside of the bridge. We’re in an apartment on the outskirts of the city, and thankfully we haven’t been noticed.” Unfortunately, this explanation didn’t seem to reassure the young Apple. Her magenta eyes widened before she slowly turned to look at Flurry.

“Zap…?” Flurry asked, concern rife in her voice. But Zap just stared at her, intensifying the dread. “Zap… W-Where’s Starlight?” The flier didn’t respond, save for looking down and closing her eyes as they started becoming watery. Flurry’s breathing slowly started speeding up, and she knelt before Zap and gripped her shoulders. “Zap, tell me what happened to her.”

“F-Flurry…” She replied, sounding weaker and smaller than the others had ever heard her before. “…Ah… Ah’m sorry…”

“S-Sorry? W-What do you mean?” Desperation could be heard rising in the alicorn’s voice, alongside anger and panic.

“Hey, Flurry?” Bonbon gingerly asked, but she was paid no heed.

“S-She teleported me away…” Zap admitted. “She sent me back to look after you.”

Flurry froze. Inside, her emotions erupted and battled for control. Her anger wanted to hit something, anything, to vent her frustration. It was contained, but barely, by her reason. Her sorrow wept a flood’s worth of tears, her hope desperately trying to hold it all together and remind her it wasn’t Zap’s fault. In the end, sorrow won out. Flurry simply slumped to a sitting position and began openly crying. Within seconds, Zap embraced her in another hug; brushing her mane with one of her arm wings. Flurry instinctively latched onto the pegasus and sobbed into her shoulder as Bonbon and Vinyl watched on, emotions tied to their own personal losses threatening to break through. For a few minutes none dared to interrupt this display of raw emotion, until Zap released her hold and looked at Flurry in the eye.

“Flurry,” she spoke; both sorrow and certainty filling her southern twang. “Ah’m sorry Ah broke my promise to ya, but Ah swear Ah’ll make it up to ya. Ah won’t rest ‘til you an’ Starlight’re back together.”

“None of us will.” Flurry looked up to see both Bonbon and Vinyl standing there, stoic faces nodding in solidarity. The princess took a deep breath and nodded back to them, then to Zap.

“Thank you… All of you…” She wiped her tears away and, with Zap’s help, returned to her feet. “You’re right. We can’t give up. If we can hurry, we might still be able to save her. Zap, do you know if Starflight’s still outside the city?” To this, the orange pegasus shook her head, but Bonbon stepped forward.

“We should plan for if the worst has already occurred. So, assuming Rarity’s already caught her, if we go with the original plan and find Rarity, we should also find Starlight. Two stones with one bird.”

“Wait. Isn’t it two birds, one stone?” Vinyl asked.

“I guess some of Lyra’s silly sayings stuck with me.” Bonbon turned back to the young pair. “Are you sure you’re ready to keep going?” With a nod from Flurry, Bonbon gave a small smile and turned back to the DJ. “Well Vinyl, this is your turf. Lead the way.”

“On it.”





The going went slow for the four mares. The streets were not only flooded by an oceans’ worth of slime, but there were roaming patrols of canine beasts Bonbon identified as diamond dogs. They made their way through building by building, crossing makeshift bridges that linked the buildings. Every now and then, they needed to wait for monsters and diamond dog patrols to leave so they could advance. In total, they were on the move for over an hour before finally arriving near the store. Given the stylised exterior of Carousel Boutique, Flurry had been expecting something more extravagant. Instead, it was a simple-looking beige brick building.

“Are you sure this is the place?” Flurry asked, voicing her doubts.

“Yep,” Vinyl nodded. “DJed for the opening for this store, as well as for the dance studio on one of the floors above it plenty of times.”

“Anypony else think it’s strange there’s no slime on this street.” Bonbon spoke up, and Flurry quickly saw she was right. It seemed the entire block was free of the oozing ocean that had flooded the city, the bitumen of the streets available to see. Another thing that seemed to be missing was any sign of patrols. Despite having seen plenty of action in their journey here, the four mares hadn’t seen a single soul on the street in the couple of minutes or so since they arrived.

“Maybe,” Flurry said, steeling her resolve and gripping her sword tighter. “But we can’t afford to wait. Rarity could be doing Celestia knows what to Starlight in there, and I’m not sitting out here while she suffers.” Seeing Zap and Vinyl were ready to move with her, that left Bonbon as the only hesitant pony. But she sighed and stood with them.

“Alright then. Let’s do this.”

Scanning the streets one last time, the four descended from the building across the street they were hiding in and crossed over to the boutique’s front entrance. With Flurry and Zap flanking one side of the door and Bonbon and Vinyl the other, they nodded and, as one, knocked down the door and charged in. Whatever resistance that had been expecting wasn’t there. All that greeted them was a dark and barren store. As Flurry cast a light spell to give them a better idea of their surroundings, the only thing adding any sense that someone had once been here was the multitude of different-coloured fabrics and cloths covering every inch of the floor. Despite not finding Starlight, or anypony for that matter, Flurry was at least grateful her bare feet were on something soft again.

That was, until there was nothing beneath them.

The floor simply fell away, the light spell revealing a chasm-like pit that bulged outwards as it went down. Flurry and Zap moved to open their wings but, like lightning, something shot out and coiled itself around them. Flurry was surprised as the thing constricting her seemed to be one of the lengths of cloth they had been walking on, only sentient. Looking around, the rest of her party were tied up in similar ways, and the four were lowered down to the cave floor.

Even more fabric littered the bottom of this cave, but the sounds of sensual moans alerted Flurry to the other residents of this hole. Arranged around them in an evenly spaced circle were a collection of captured ponies; both mares and stallions. They were stuck posed in rather erotic positions but more strands of fabric, with their bodies not nearly as radically altered as the adventuring groups had been. Various sex toys and other methods were being used seemingly to give them a slow yet constant stream of pleasure. One mare was separated from the group by being placed in the center; a beige earth pony mare with a short, light blue mane decorated with a flower, and blue eyes. The only items resembling clothing she had were a purple shirt collar and a loose red tie, and a pair of small, silver nipple rings that were half-submerged within her inverted nipples. A coiled and knotted length of cloth was being ground against her gushing snatch, ensuring her face was flushed with a heavy blush.

As they noticed these poor souls, the four mares heard something moving above them and looked up. Their eyes widened at the sight of the roof from the boutique morphing and stretching down towards the hole. It slowly changed both colour and texture, soon resembling the torso and head of a very large earth pony. Her sky-blue coat contrasted her short, angular white mane, and her eyes were hidden behind large magenta-tinted glasses.

“Ah, new models!” She exclaimed joyfully in a strange accent. “And what amazing figures.”

“P-Photo Finish?” Vinyl stuttered in shock, her shimmying attempt at escape coming to an end at the sight. “W-What happened to you?”

“Oh, music pony.” This monster mare, Photo apparently, turned to look at the DJ. Her glasses and mane style hid her expression, leaving her muzzle as the only indicator to her mood. “I, Photo Finish, have been chosen as premier talent scout and photographer of Manehatten. Lady Nightmare think highly of me for work I do.”

“Who is this mare?” Flurry asked quietly.

“Photo Finish used to be a famous photographer before Equestria’s fall.” Bonbon explained before the fabrics tightened on all four mares, silencing any questions or protests.

“Enough!” She shouted, the accented voice echoing throughout the wide pit. “It is time to discover… the Magicks!”

A flurry of movement saw more strips of cloth race towards the four; each aiming for a different body part. For Flurry, two lengths spiralled and squeezed her ivory melons. They pressed and relaxed, almost massaging her chest were it not so tight. Thinner strands coiled around her nipples and pulled, eliciting a pained gasp from the alicorn as the heat within her core began to build against her will. 

A glace around her revealed her teammates weren’t faring much better. Like that earth pony in the center, Zap was being tormented by a length that had coiled and knotted itself before grinding against her pussy. The flier’s hips bucked in an attempt to break free and escape the experience, but the cloth held her limbs firmly, not allowing her the freedom she desired. Bonbon had been bent forward, arms held together above her head and her tail pulled out of the way. Then, another length spun as tightly as possible, flew forward and created a resounding smack as it whipped against the earth pony agents’ flanks. The cry that followed was already concerningly carnal, and growing more so with each whip-like crack that left another red mark on her candy-decorated rear. As for Vinyl, while her breasts were pulled at and played with like Flurry’s, the focus of her sensual torment was her clitoris. Whenever a piece of cloth even so much as gently brushed against it, the DJ shuddered and gasped. This soft foreplay seemed to go on for a while before the fabric encircled the sensitive nub and pulled hard. The unicorn cried out, loudly gibbering for Photo to stop as her five C-up breasts jostled with her panicked begging.

Wincing from another tight squeeze of her breasts, Flurry looked up at a sudden clicking sound to witness multiple magical cameras taking photos of her and her friends in these compromising states. A satisfied hum could be heard from above, as Photo nodded at the work her lengths were performing.

“Very good,” She stated. “Wait, no! I need more. More passion. More energy, to properly bring out… the Magicks!”

At this, a selection of the trapped ponies on the pits’ perimeter were now dragged forward. The ratio appeared two to one in favour of stallions, but each adventurer was being seen to by at least a couple of ponies. They were as trapped as the four mares; their limbs and bodies guided by the fabric wrapped tightly around their bodies. Some were aware of their surroundings and situation, others were not; instead drowning in a lust-filled haze. 

Vinyl was the first to receive attention. With the DJ being bent forward in a similar manner to Bonbon, a unicorn mare was made to kneel and begin probing Vinyl’s sopping cooch with her horn. She also made the effort to press in as hard as she could, in the partially successful aim of booping the sensitive nub of her clit with her snout. Vinyl couldn’t control her voice, but any moans were muffled as a stallion, one clearly drunk on lust, firmly took hold of her horn and dragged her into a blowjob on his long shaft. While she was no stranger to giving a pony a suck in the past, the unicorn was trying her best to resist the urge of applying herself more to this act. Such was made difficult when the only thing she could taste or smell was the musk of this pony.

Bonbon was next. Kept bent over, a stallion was brought to her rear before his erect stallionhood was lined up with her sopping lower lips. Drool escaped her upper ones along with a cry of pleasure as the cock entered her. These cries became muffled when another mare, this one a pegasus, was brought to kneel before the agent and smother her in her head-sized chest pillows. Without even realising it and despite her wish to escape, Bonbon began motorboating that cream cleavage as if she was on auto-pilot. The smell of this mare was intoxicating, fogging up her mind.

Ponies were now drawn towards Zap. She pulled and squirmed, yet no effort brought her freedom as she was laid down on the ground. An earth pony mare was pulled over her. Forced to kneel over the flier’s head, this mare then lowered her crotch onto Zap’s face with a crazed grin. As the inexperienced Apple was forced to inhale the sweet scents emanating from this pony’s pussy, she felt something press against her marehood. Memories of the previous night struggling against Suhpyt surged back into the light, but her cries were muffled by this mares’ muff. Sure enough, the flared head of the cock at her entrance slowly pushed inside. The orange pony cried out, yet only succeeded in allowing the feminine nectar of this pony on top of her to enter her mouth. Still tight, the stallion took his time pushing his dick in inch by inch until, finally, he hilted. Zap had never felt so full in her life. Her walls hugged the intruder tightly. Her brain was beginning to short-circuit from the pleasure, her tongue subconsciously venturing up to probe the folds of the mare sitting on her face. Doing so brought about a squeal of delight from above, and she leaned back with her hands resting on Zap’s small breasts for support as the Apple licked away.

As another groped forced Flurry to wince again, she opened her eyes to see ponies surrounding her now. Looking up at what was clearly a smug smile on Photo Finish’s face, anger built up within the princess. How dare this pony… this traitor, be able to get away with this. Before the fornication could begin, the alicorn lit her horn in a golden light and teleported out of her bindings. Before Photo could react, Flurry then summoned a large portion of her magic and unleashed a powerful blast of magic. The golden beam illuminated the pit for the brief seconds it was there, before smashing into Photo’s face. The glasses fell off, letting Flurry see this mare’s eyes had been replaced with glass lenses, like those of a camera. She also smirked at the sight of a singed bruise on the traitor’s cheek, but that smirk disappeared when she also saw the rage on the blue earth pony’s features.

“Argh! No! You must pay for that!” The monstrous mare yelled as dozens more strands of cloth pulled themselves from the walls and floor of the pit and now shot towards Flurry in an attempt to ensnare her. The alicorn, in response, spread her wide wings and took flight. Despite the cramped space, Flurry managed to duck and weave around the grasping threads. It seemed Photo wasn’t as skilled in capturing ponies who fought back. Drawing her sword, Flurry sliced through wave after wave of lengths charging towards her as she climbed towards Photo. Nervousness began creeping into the photographer’s expression, and rightfully so. Closing in and spinning out of reach of the grasping cloth, Flurry roared in anger as she sliced a sizeable gash across Photos’ back. Fabric quickly piled on in droves like instant bandages, but Flurry could tell it got under her skin.

But cries from below nearly cost her. Dodging out of the way of more wannabe-constricting lengths she looked down and her heart was breaking. Her three companions were being pushed to their sexual limits. She had to keep moving due to Photos’ vicious pursuit, but Flurry kept steeling glances down below at her friends.

Bonbon was on her knees and elbows, her muzzle deeply inhaling and exploring the lower lips of the mad mare she had been motorboating earlier. Said mare was clearly on cloud nine, and given Starlight had mentioned Bonbon was into mares, it was clear she was experienced enough to know where to tease for maximum pleasure. But she looked too into it. Add in the stallion with his hands on her flanks who was still pounding away at her pussy and it was clear she was struggling to stay afloat in this sea of seduction. Other hints of her faltering willpower was her tail coiling around the waist of the stallion, her hips actively bouncing back to meet his and ring out their wet slaps. So far gone was she that the fabrics holding her actually slackened, then retracted entirely, yet still she persisted; diving deeper into the mare’s cooch with her tongue much to her delight. Mentally, each and every sane thought was fading away alongside each accelerating thrust of her forced rapist. Her training as a member of the Monster Hunting Agency, being relocated to Ponyville, all of her day-to-day life before Equestria’s fall. All of it was fading, until there was only one thing left to fade.

Lyra.

The unicorn’s cheeky smile. Her strange fascination with sitting on every bench in town. Her fantasies of those strange, mythical beings known as “hoo-mans,” her stories from her time growing up in Canterlot, and her special talent playing the lyre; a talent she felt so insecure about that eventually only Bonbon was privileged enough to hear her play it. One by one, these memories began fading too. The rational part of her mind scrambled, desperately clawing at these memories, to make them stay. But each thrust would blank another out. The sweet scent of the mare’s feminine bounty dulled her struggles. Bonbon could feel a tidal wave of pleasure approaching, and being incapable of getting out of its way. The last memory left was of the two of them getting a photo the day they moved in together. So innocent. So vibrant and full of possibilities.

And, with both mare and stallion she was entertaining climaxing, spraying her face and birth canal with femcum and sperm respectively, Bonbon climaxed like never before in her life. The orgasm was unparalleled; wiping the last remnants of her memories and her sanity beneath that tidal wave of bliss. Her body tensed and her vaginal walls clenched, milking even more spunk out of her partner as a tired but giddy laugh escaped her drool and femcum-covered face before she collapsed.





Lyra’s eyes shot open for a brief instant before her sudden consciousness reminded her she was in pain. Lots of it. The room she was in was darkened, and the soft feeling of sheets beneath her meant she must’ve been sent back to the guest room Talvira had bequeathed her temporarily. But that mattered little in the face of her body literally changing both inside and out. All of that shifting was uncomfortable at best and downright agony at worst.

But, as her weary mind was about to sink back under the waves of unconsciousness, Lyra realised it was her heart that had suffered that pained feeling. The feeling that had awoken her during this transformation. Coupled with the emotions of dread and pain, and the strange sensation of sensing a similar feeling away from her body, Lyra came to only one conclusion, and never had she hoped harder that she was wrong.

…Bonbon…





“N-No! A-Argh! Mnf! S-Stahp-PAH! Ah… Ah’m… No. Stahp it. Don’t cum! Don… Cum… Cummin’, Ah’m cummin’! CUMMIIIIIIIIIIIIIIIIIIIIIIIIIIN’!”

With a loud shriek, Zap orgasmed as warm semen flooded up into her body for the first time ever. It felt so warm, like it was burning her insides as more and more was poured in. The orgasm had sapped her of that renowned Apple family strength, with the fabrics and the stallion who had just given the flier her first creampie the only things holding her up.

Vinyl also moaned loudly as all three of her holes were filled with seed. While a mare was busy suckling and playing with her five boobs, three stallions shuddered as they fired more and more of their jizz into her pussy, anus, and down her throat. The glasses of the DJ had fallen by the wayside during the sex, with her magenta eyes rolling up in pleasure and her cheeks filling with sperm.

“No! Needs something more. Something… I have it!” Photo Finish’s lense-like eyes sparkled with an insidious idea. 

Select lengths of drew closer to the two corrupted mares before spinning in on themselves. Their ends then morphed into working syringes, and automatically filled with a black substance. As Zap and Vinyl panted in ecstasy and their partners were dragged away, each mare was brought back to full awareness when they were jabbed in the clitoris. Vinyl suffered more; her little nub had always been her most sensitive spot, even more so than most mares. Now both mares were panting in pain and pleasure as the heat rapidly started building. It spread from their groins to the rest of their already exhausted bodies, but the greatest heat was still concentrated on their clits.

Then the changes began.

Moans and gasps escaped the lips of the orange pegasus and white unicorn as the heat and pleasure doubled. Looking down, Zap and Vinyl watched in horror as each of them witnessed their clits grow up and out from their bodies. They grew longer, thicker, and hotter than either pony could imagine. A separate weight also grew from that same spot, slowly expanding to cover their cum-stained cunts; a weight both soon pieced together was a set of balls heavily laden with seed of their own. Within the span of a minute, the growth stopped, but both ponies were shocked and scared at what they saw. A thick, equine cock stretched out from their pelvis and into the air; throbbing with a need to spray their seed. Zaps’ looked long enough to reach the underside of her breasts while, were it not for her multiple boobs blocking the path, Vinyl’s could’ve reached her collar bone.

“Yes!” Photo celebrated, even as other strands of fabric were still harrying Flurry in the air. “Now, the important test.” Said test was a length of cloth harshly whipping Zap’s new member. The impact was like as if another cock had been rammed inside her, and she came once more. But this time, she did so from two organs. Her pussy, still leaking cum from earlier, unleashed another torrent of nectar from the high. But her cock also twitched for a second before her sperm shot out of her ballsack like a cannon and she ejaculated. The cum arched into the air before landing a good five feet away, and the extra climax left Zap a gibbering mess.

“…Y-You… bitch…” Vinyl managed to stutter as her pole dribbled precum of its own accord.

“Oh no, no, no. Models do not talk back. You need more moulding.” At this statement, two more syringes were created before being swiftly jabbed either side of the base of Vinyl’s cock. Vinyl immediately came again at the introduction of more of that substance, sperm rocketing out of her long fuck stick. The DJ’s orgasmic wail only rose in pitch and length as the injections got to work and two more cocks of equal length sprung up either side of the first. The growth triggered yet another orgasm, and Vinyl could only moan and cry at the sensations as all three of her cocks erupted, painting a large portion of the rugged floor before her a creamy white.

“Hang on, girls!” Flurry shouted, slicing away the last of the threads chasing her and diving for her companions. “I’m coming!”

“No! No interruptions!” At Photo’s dismay, magical cameras were summoned out of thin air and aimed at the princess. They flashed the alicorn with light, yet she shielded her eyes beforehand and shot past them. 

Sadly, those few seconds were all Photo needed. As Flurry uncovered her eyes, they widened in horror as the three ponies were all tied up with nice blue ribbons like they were Heartswarming Eve presents before the floor opened up beneath them. She dove faster and reached out for the closest of the three, co-incidentally being Zap, but they fell down into the holes before she could reach them, landing just as the holes sealed themselves back up.

“Zap! ZAP! NOOOOOOOOOOOO!” Flurry cried out as she pounded at the floor. She quickly stood, using her wings to help balance out her huge rack and tried cutting through the sheets of cloth on the floor. But she was forced to dodge when another length of the sentient fabrics lunged at her. Looking back up at the chuckling Photo Finish. Flurry’s rage was overwhelming all other senses, her gaze narrowing to just her enemy as she could almost hear her own heartbeat in her ears.

“You’ll pay for each one of them!” Flurry roared, launching herself back into the battle. The swarming tendrils of cloth zoomed towards the enraged alicorn, but she slipped through each and every attempt, even slicing through them to charge unimpeded at the monstrous photographer. Photo, realising finally how much trouble she was in, leaned back, but it was too late. Flurry closed the distance in seconds and impaled her sword into the blue mare’s shoulder to the hilt. A cry of pain shook the very walls of the pit as the crystal sword was coated in black blood which quickly started sizzling and evaporating off the blade. Now enraged herself, Photo turned to face the furious princess. More strips shot in to strike her, but Flurry flipped backwards, extracting her sword and another painful cry as she spread her wings and resumed dodging and weaving through the pit’s attempts to stop her. She raised her sword and prepared to run Photo through once more, and however many more times it took to make her pay.

So focused on Photo was Flurry, that she failed to notice the whip-like fabric length that was closing in. She learned of its existence when it struck her in the temple with a resounding crack. The force of the impact stunned the princess for a moment, and flung her to the floor where she tumbled a couple of feet before the carpets on the floor coiled around her limbs. As Flurry’ consciousness began fighting through the pain to reassert control, she was dragged into a sitting position as more ponies were hastily flung at her. The cocks of two stallions were immediately thrust into her pussy and anus. Both found it slow to enter, but the sensations of them doing so halted any resistance Flurry could muster. Her stilted, pained gasped were also muffled when a double-ended dildo, one end of which was already in the soaking slit of a mare, was rammed into her mouth. Looking up, Flurry noticed it was the beige mare that began this ordeal in the center of the pit, and another reason she stood out was the oddity that she retained some semblance of sanity.

“I-Agh! I-I’m sorry.” The earth pony choked as she thrust her crotch into Flurry’s face again and again against her will. The tears in her eyes tugged at the princess’ heartstrings, but it was hard to focus on thinking strategically, let alone at all, as this mare and the two stallions below them all started speeding up. The sensations were hammering her mind, beating her resistance down as more fabric joined in by coiling around her big boobs as tightly as possible. Her muffled moans for help went ignored, fostering a growing state of hopelessness while her body heat climbed alarmingly quickly. Like the mare raping her face, Flurry’s tears broke their dams and trailed down her cheeks. The quest was over. Her friends had been taken Celestia knows where, corrupted into horrifying forms. And she would be next. As the victims raping her sped up even more, Flurry closed her eyes in defeat.

I’m sorry Starlight… Pound… Pumpkin… Mom… Zap… I… I’m so sorry…
 
Hey! Don’t give up yet! You’ve got an extra life in this chapter, so let her have it!

Flurry’s eyes snapped open. Was that Pinkie Pie’s voice she just heard in her mind? Had she finally gone insane like most of these imprisoned ponies? Apparently not, for not only did she still retain her sanity, but Flurry also saw the three ponies pleasuring her were being pulled away. The reason why was the brilliant light shining from the blade of her sword. Specifically, the Element of Laughter. Looking down at it sparked something within the princess, the very core aspect of the element.

Hope.

Taking advantage of the return of that most precious of commodities, Flurry charged her horn and used her magic to burst the strips of fabric binding her in place. The next second saw her grasp her sword tightly and swing with lightning speed, setting the three ponies around her free.

“No! No! This cannot be!” Photo Finish yelled, urging a veritable tidal wave of fabrics to try and reclaim her target. But Flurry simply summoned a dome shield of golden light, protecting both herself and the three souls she just rescued. 

After a moment or two of the enemy pounding away at her defences, Flurry crouched low and ignored for that brief moment how her knees pressed into her huge bust. The next moment, she launched into the air; the shield shattering as she smashed through it and the kinetic energy it had absorbed knocking all the fabric limbs askew. This gave her a straight shot at the photographer-turned-monstress. Like an ebony arrow of justice, Flurry shot through the air and impaled Photo again; this time where her heart should be. Photo unleashed another echoing roar of pain before glaring at the alicorn. Her lens eyes rapidly lit up, and more floating cameras were magically summoned. But Flurry shut her eyes as hard as she could as the cameras flashed away. The light behind her eyelids was nearly blinding in its own right, but she didn’t let this deter her. With a roar of rage but her eyes still closed, Flurry withdrew her sword from Photo’s chest, spun on the spot and felt the heavy thud as something met the edge of her blade. The resistance lasted only a moment or two though, as the pained roars of Photo stopped, as did the flashing.

Exhausted in more ways than one, Flurry fell. She barely managed to right herself and glide for a couple of seconds before tumbling to the ground. There she lay for a few minutes, simply trying to catch her breath as the adrenaline filtered out of her system. Her head lolled to the side, witnessing the fruits of her victory. There, not fifteen feet away from her and already disintegrating like ash, was the severed head of Photo Finish; her face permanently frozen in shocked horror. The multitude of fabric limbs, once writhing like a den of snakes, now hung limp and lifeless without direction from their mistress. The captive ponies were also free. Those heavily lost to the lust either crawled over to one another to continue their fun, or simply did it themselves, but those few that remained sane looked around in awe at what had just happened.

But, despite this victory, Flurry felt terrible. Her aunt was who know where in this city, and her friends had been raped and stolen away as well. For the first time she could ever recall, Flurry Heart was alone. The thought weighed heavy on her heart, as did the fact she nearly gave up as well. Sorrow and fatigue consumed her entire being and, as the first signs of morning filtered through the windows back on the ground floor of the boutique, Flurry fell into the depths of unconsciousness with tears streaming down her face.
> Chapter 17: Separation Part 2
> --------------------------------------------------------------------------

Rumble swiftly brought a finger to his lips and pulled Dinky further out of view of the windows. Though on the second floor, there was no guarantee whatever was outside wouldn’t hear them and investigate. Dinky caught on instantly and did her utmost not to make a sound. The pair remained still as the minutes stretched on agonisingly. Their nerves were on end, just waiting for the sound of the door downstairs being broken in and the patrol scouring the house for them. But it never came. After a full ten minutes of standing in scared silence, nothing could be heard outside. The ponies released their held breath, relief coursing throughout their bodies.

“Okay…” Rumble said quietly, peaking around the wall out the window. “Okay, you’re right. We’ll rest here tonight, and we can search your place tomorrow. No point getting this far only to get caught, right?”

Dinky nodded with a small smile. “Right.” The unicorn felt another wave of relief wash over her. Deep down, she had feared Rumble was the kind of pony to stop at nothing to achieve his goals. While she did want to find her mother as soon as possible, she wasn’t going to push forward recklessly. It eased her concerns that the headstrong pegasus was able to slow down when the situation called for it.

After a quick dinner of their pre-packed rations, Rumble barricaded the entrances to the house as Dinky busied herself trying to find decent sheets. Most were either torn to shreds or stained to an extent the unicorn felt filthy even looking at them. After a good ten minutes of scrutiny, she managed to find moderately clean bed sheets and make the queen-sized bed in the master bedroom.

“Alright,” Rumble said as he joined Dinky upstairs. The exits are secured. As long as we stay quiet, we should be fine.”

“Well, that shouldn’t be a problem unless you’re a loud sleeper.”

“Hey. I don’t snore.” Rumble countered, though his face only drew a giggle from the mare.

“I never said you did. Anyway, let me just set up my sleeping bag and we’ll be set.”

“What? No, Dinky, you take the bed.”

Dinky whipped around to look at him, surprised. “Really? But… it’s your mom’s bed.”

“Yeah, and it’ll feel weird enough that I’m in it and she isn’t that it’ll keep me up all night. You take it. I’ll sleep in the bag.”

“You don’t want to sleep in your room?”

Rumble shook his head. “This way, if someone does break in, we won’t be separated and I can help protect you.”

This drew a frown from Dinky. “I can take care of myself, you know.”

“Okay, okay. Sorry. But still, staying together should still be the best.” Dinky nodded and the two settled into their beds. Neither pony bothered to undress besides Rumble’s armour, and his swords were rested just next to him.

“Good night.” Dinky said as she settled into the bed.

“Night.” Rumble responded, laying back and closing his eyes. Despite the strangeness of being back in his mother’s room, the fact that he was one step closer to finding her and Thunderlane helped him fall to sleep.





Rumble’s eyes scanned his surroundings frantically as the sounds of his pursuers clamoured behind him. Taking a hard turn in the alleyways he found himself in, he jumped and sliced a rope; collapsing a wooden platform that held boxes so they tumbled down on the chasing horde. Another corner and then barging through a door finally gave the stallion a hiding place. He hurriedly closed the door and slid down to the floor in exhaustion.
 
Rumble had no idea what was happening. Last thing he could recall was he and Dinky were resting at his childhood home. Now he was lost and being chased within the backstreets of Canterlot. More concerning was his unicorn companion was no where to be seen. He needed to find her. A noise of something in the next room falling put the pegasus back on edge immediately, and he rose with his swords in a ready stance. Slowly edging closer to the doorway, Rumble leapt in and prepared to strike. What he saw stayed his hand and froze his body.
 
“M-Mom?”

There, huddled up on the remains of a broken couch and naked as the day she was born, sat Caring Hearts. Despite the feelings of joy and relief flooding his system, Rumble, being the red-blooded stallion he was, couldn’t resist his eyes flickering to look at her engorged bust, or her wider hips. He knew full well his mother was quite the piece of eye candy even before the invasion, thanks to the lightning-fast Ponyville rumour mill. But the glance and all its connotations lasted a fraction of a second, as his violet eyes met her golden ones. She gingerly brought a hand up to cover her mouth, tears threatening to break stream out and down her cheeks.
 
“R-Rumble…? Rumble, i-is that you?”

“Mom!” Pure joy overriding his survival instincts, Rumble dropped his swords and knelt down to give his mother the biggest hug he could. Caring swiftly returned the favour, alternating between crying into his shoulder and peppering his neck and cheek with small kisses. It didn’t matter to Rumble that her oversized chest was pressed up against him, nor the natural reaction that was causing downstairs. All that mattered was he’d found her.
 
“I… I thought I’d never see you again.” He stuttered, barely holding back his own tears as she pulled out of the hug to hold his face in her hands and look over him.
 
“Neither did I.” Caring stated, fighting back a sniffle. “You… You’ve grown up so much.”

“I have so many questions. How did you escape? How’ve you stayed hidden? Oh, do you know where Thunderlane is?” The fall of his mothers’ enthusiasm and turning away spoke volumes.
 
“I, I’m sorry, sweetheart. I haven’t seen your brother in ages. I think… I think he was…” Caring brought a hand to her temple, the gears in her minds clearly struggling to turn. As Rumble watched, however, the look on her face changed from one of frustrated confusion into growing dread; eyes widening and mouth gaping open in fear.
 
“Hey. Hey, Mom! Looking at me.” It was Rumble’s turn to hold his mother’s face in his hands, bringing her gaze back to him. “It’s okay. I’m here. I promise I’ll keep you safe.”

“…No…” Caring whispered, shaking her head. “You… you can’t. Please, Rumble, don’t fight them.” She looked up at him now, the fear in her eyes no longer for herself, but for him. With speed that surprised Rumble, Caring grabbed his shoulders and gripped tightly. “They’re too strong. If the Elements of Harmony weren’t enough to stop them, we have no chance. We… We need to run.”

“Mom, calm down.” Rumble took his mothers’ hands in his own. “I’ve been training every day all these years, getting stronger and stronger. I’m certain I’ll be strong enough to stop anything.” Caring stared into his eyes for a long time, seemingly searching for something before letting her head drop and sighing. A single choked sob escaped her throat before she sniffed and recomposed herself.
 
“Still as reckless as ever, I see.” Though the words were spoken more as a sigh of resignation, Rumble could see his mother trying to spin it like friendly conversation. Her mood grew pensive as she went on. “Rumble, listen to me. I… I don’t like the thought of you fighting, but…” She bit her lip as a blush began spreading across her face. “I-I know of a way to help you get stronger. Strong enough perhaps to get us out of here.”

“And find Thunderlane?” He asked full of hope, though she shook her head.
 
“One thing at a time, sweetheart. But… I… I know of a ritual these… monsters use to help themselves get stronger. I thought maybe… maybe we could use it to help you?”

“A… A ritual?” Rumble leaned back a bit, cocking his head in confusion. “But… don’t you need to be a unicorn or some other magical being to do something like that?”

Caring shook her head, rising to her feet and pulling Rumble up with her. “No. I’ve even seen earth ponies using it to fight back. It… hasn’t worked. B-But, if you were strong enough to reach me, then maybe…?” She sighed. “Honestly, Rumble, I don’t know why I suggested it. Let’s just… let’s just sneak out the way you came-”

“I’ll do it.”

The shock coursing through Caring nearly caused her to tumble; a feat made easier with her massive mammaries. “Wh-What?”

“I’ll do it.” Rumble repeated, stepping forward and flashing a small but confident grin. “If you think this’ll help us get out of here and find Thunderlane, then I’m willing to give it a shot.” Caring dithered and stroked her braided grey mane; a nervous habit of hers.
 
“I… I don’t want to force you to…” She couldn’t finish the sentence, but Rumble grabbed her hands again.
 
“Mom, whatever it is, I can take it.” Caring looked him in the eyes for a long time, seeing the steely determination before sighing once more. She gently took his hand and led him up the nearby stairs to what seemed to be a master bedroom. Unlike her own bedroom, Rumble was quick to notice the room was neat and tidy. Caring stood demurely at the foot of the bed, occupying all of Rumble’s attention to the point he didn’t hear the door close behind him on its own, nor did he see it vanish into the wall entirely.
 
“Okay, so…” She began, her voice uncertain and her face flushed with crimson. “I’ve seen the ritual performed a couple of times, and despite how strange it is, each time the monsters have been stronger for it.” Rumble didn’t interject, letting his mother explain at a pace she was comfortable with. “We… to perform the ritual, we… Oh.” Seemingly fed up at her own timidness, Caring slapped herself before blurting out “We need to have sex!”

The room went quiet for a full couple off minutes as Rumble stared in shock at what his mother had said. Caring, for her part, tried her best to hide her face behind her hands and her body behind her wings. Though, with melons as massive as hers, it was a futile endeavour, and only served to emphasise them all the more enticingly. Rumble couldn’t help but feel his fleshy sword begin to unsheathe in response. 
 
Meanwhile, his mind turned to the proposition placed before him. Rumble always associated wanting to fuck ones’ own mother with Button Mash, given how hot he always thought Cream Heart was. But, looking at his own mother now, he realised she had a lot of the same attractive attributes. Wide hips that helped birth him. A belly that was slightly pudgy but not enough to call her fat. Her dark grey mane falling over one shoulder in that well-woven braid. But nothing compared to that bountiful bosom. The more he glanced at that chest, a chest he had once fed off of as a foal, the harder he became. Shaking his thoughts from her generous features once again, Rumble considered the benefits outside the obvious. With the horde of monster that had been chasing him earlier, whatever power he could obtain to stop them should be welcomed, regardless of how it was obtained. He swore he’d do whatever it took to save his family. Was he about to baulk now that opportunity was right in front of him? So, Rumble swallowed his apprehension and stepped forward.
 
“Mom,” he began, placing his hands on her shoulders so she could look him in the eye. “I… I meant what I said. I’m willing to do whatever I need to do to save you and Thunderlane. So… if we need to… you know… then, then I’ll do it… Just… I haven’t exactly had any experience, so…” Now Rumble’s cheeks were the ones turning red with a heavy blush, but looking back up, she saw hope enter his mother’s eyes. And possibly something else, though it disappeared as quickly as he noticed it as Caring smiled gently at her son.
 
“Don’t worry about that,” she replied in a soft but confident tone, closing the distance until their chests touched, hers pillowing up against him. “Just follow my lead.”

Caring delicately took her son’s face in her hands and, slowly, guiding him into a deep and tender kiss. They started out chaste enough at first, but soon enough her tongue probed and entered his mouth. He quickly responded, but was sloppy, and so she took the lead again. The two muscles swirled around one another, swapping spit as his hands began searching all on their own. Eventually they found a home squeezing his mothers’ plush rear end, eliciting a moan that broke up the kiss.
 
“Hey…” She purred, looked calm despite the blush on her face. “No need to rush.”

“Sorry!” Rumble rapidly apologised. “I… I just couldn’t wait anymore.”

“Hmm, I guess not, being this hard, huh?” Rumble felt something soft stroke him below the belt and looked down to discover he was already naked. Questions like how and when his clothes and armour disappeared vanished as the underside of his erect cock was gently rubbed by his mother’s hand. “That’s okay. Let’s work up to it.”

Taking a firmer hold of his cock, Caring aimed it forwards before sandwiching it between her plump thighs. The effect was immediate; Rumble practically swooned, with her arms wrapping around him helping him stay standing. She started rubbing her thighs together, the soft sensations clearly having an effect as her son began panting from the pleasure. Within seconds, his hips started bucking; slowly at first, but growing faster and faster. The heat from the friction was starting to affect Caring too, the warmth within her marehood making her wetter by the second.
 
“That’s it, Rumble. You’re doing great.” She praised him, both beginning to really feel it. “Here.” She paused for a moment to lift one of her heavy breasts up, the dark grey nipple standing as erect as the cock between her thighs. “Drink up. You’ll need your strength.”

Following her lead, Rumble leaned in, took the nub in his mouth and loudly started suckling. It drew a loud moan from Caring as the thighjob resumed at a faster pace. The mother moaned louder as her feminine juices tricked down to better lubricate her son’s rigid pole, while her milk finally started leaking out of her nipples and into his mouth. Rumble paused again and pulled back in surprise, but before he could even ask the question, he was pulled back onto the lactating teat.
 
“Don’t stop, Rumble!” Caring panted, her voice growing more shameless by the moment. “I need your help to get rid of it. Drink more! Drink me dry!” Like the good son he was, Rumble resumed his extraction of her lactose bounty, earning another loud moan before Caring hefted the other tit up and starting drinking from it. The room was filled with the sounds of muffled moans and the sounds of suckling and squelching as he didn’t slack off downstairs either; still pounding away at those think thighs of her. The flared head of his dick was brushing against the underside of her large ass, helping the precum dribble out of him like the twin taps the two of them were drinking from.
 
“Ah! I-AH! Oh, I can’t! Mnf!” Without warning, Caring pushed Rumble away, the back of his knees catching on the queen-size bed. He fell back onto the soft covers, but couldn’t push himself back up as his mother was on top of him in an instant. The two scooted further onto the bed as Caring forced another deep kiss onto her son.
 
“I’m sorry, Rumble. I can’t wait anymore!” Eagerness dripping from her voice almost as much as juices dripped from her lower lips, Caring wasted no time in straddling her son’s waist, lining up his precum-drenched tip with said lips and slowly insert it within her. Both ponies moaned and shuddered in pleasure as she slowly took him in inch by inch. Rumble did his best not to blow his load early, though with her soft inside pressing in against him and all that milk and foreplay riling him up, it was growing incredibly difficult to do so. Finally, he hilted within her, and the two simply stopped there for a moment to catch their breath. Both were panting heavily at this point, and as they looked in each other’s eyes, they saw the same desire staring back at them. The monsters Rumble had been hiding from earlier had been completely forgotten. All that mattered was the two of them.
 
“You, huff, huff, you doing okay, sweet heart?” Caring asked in a daze, with Rumble responding only with a tired nod. “Good. Now, hold on as long as you can, okay? Oh, sweet Celestia, how I’ve needed this.” Before Rumble could question that, Caring lifted herself up before slamming back down on his cock. Wet slaps filled the room alongside hungry panting as the elder pegasus built up speed. Rumble gripped the bed covers tightly as he struggled to resist painting his mother’s insides with his cum.
 
“M-Mom! Ungh! Mnn! I…”

“Hold on, sweetie!” Caring desperately panted as she rode him for all her worth, her breasts swinging haphazardly and spraying flecks of milk as they did so. “I need to guide you through this orgasm. Hah! Mnf! We-Ah! We’ll, mnf! Do this-ah! Hah, together!” At this, the elder pegasus sped up. Her cries were loud and whorish as she slammed herself onto her own son’s dick over and over. She could feel him getting harder, getting bigger. Caring was nearly her limit as well, her body so hot she thought she’d catch fire. Her weighty sweater puppies shook and flopped around as if possessed, spraying milk all over Rumble.
 
“C-Cumming… Cumming! Rumble, I’m cumming! Cum with me! Cum with me, my little sex demon! Cumming! Cumming! CumMMMMIIIIIIIIIIIIIIINNNGGG! AH-AAAAAAAAAAAARGH!”
 
With a loud screech of ecstasy, Caring climaxed. Her hips slammed down onto Rumble one last time before her pussy walls clenched around that iron-hard length of flesh like a vice grip. Her feminine juices splattered across his abs as her milk arched from her nipples and down onto the bed, coating her son even more. Squeezed so tightly, Rumble couldn’t hold on either and came. His mind blanked as his fleshy sword erupted torrents of seed. It felt so warm as it splattered against her insides that Caring thought she’d get internally scalded. But the sensation of being filled, and by one of her own sons no less, it pushed her pleasure to new heights. So much so, she fell into another orgasm merely from Rumble’s ejaculation. Her walls squeezed tightly again, coaxing another blast of cum from the young stallion. The semen soon spilled out of her lips as she shuddered in utter bliss. In a daze, she giddily looked down at her baby boy.
 
And saw a hungry glare shot straight back at her.
 
In an instant, Caring was flipped onto her back; Rumble holding her down. Even if she wanted to, any possible protests were washed away as he started thrusting again. No longer timid and following her lead, he was now in charge. Her moans of delight rang out loud alongside the squelch of the stallion pounding away her cum-stained cunt.
 
Rumble wasn’t sure what had overcome him, but at this moment, he simply didn’t care. A gate of carnal desire had been opened within him and he wished to savour every single second of it. As he swung his hips like a pony possessed, he felt himself growing stronger, and translated that strength into his thrusts; much to his mother’s approval if her cries were anything to go by. It wasn’t just his body changing either. His wings felt lighter, his tail colder but also more aware of its surroundings, and something throbbing from either side of his head. But none of that mattered to him. As his vision tunnelled, all Rumble cared about in that moment was the incestuous rutting of his mother.
 
From beyond the wall of the bedroom, a tall, dark and beautiful mare smiled at a job well done before moving on to her next target.





Dinky’s eyes were slow to open, but once they did, they shot wide as saucers at her predicament.
 
Her surroundings were that of a cave made entirely of navy-blue slime; almost as if she were within a giant bubble, with piles of the goop popping and sloshing around. The only parts of the cavern that seemed solid were her restraints. Her limbs were held out in an X shape, with her hands and wrists trapped within the nipples of massive breasts made out of the slime. She tried pulling herself free with growing panic, but to no avail. A chill running across her body also revealed she was but naked. Her mind raced with questions. How did this happen? Where was she? Where was Rumble?
 
So focussed on questioning how this happened, Dinky was unaware of hands reaching out from behind her until she felt two cool hands tightly squeeze her D-cup breasts. Yelping in surprise, she turned to look behind her and saw the upper torso of a dark, yet beautiful unicorn mare emerging from the wall of slime itself.
 
“My, my. You’ve developed quite well, haven’t you Darling?” The predatory look and playful tone immediately increased Dinky’s nervousness, but the voice of this pony caught her off-guard.
 
“R-Rarity?” She asked timidly, wincing as the groping hands were now filling their palms with her wide and sensitive areola.
 
“Almost.” She purred in response. “It’s proper etiquette to address a lady by her full title. I am Lady Nightmare Rarity. And as for you, Dinky dear, well…” Rarity drew closer now, her breath tickling Dinky’s ears as she rolled the younger unicorn’s mounds around like dough. “I was just thinking it was so sad how you ran away from me in our last meeting. So, this time, I intend to keep you for a full session. And I have just the pony to help you stay here this time.” The sound of splashing footsteps drew Dinky’s attention straight ahead, and her breath escaped his in a gasp of terror and shock.
 
“M-Mom?”

Approaching the bound unicorn was her mother Derpy Doo; as curvaceous as she appeared previously, the only articles of clothing being cow-pattern sleeves and stockings. A dazed look of joy was plastered across her face, and her hips swayed sumptuously with each step. As she drew closer, Dinky felt, and then saw, two navy-blue breasts larger than her head came to rest on her shoulders. The cool, slimy titflesh pressed in on her head, making it hard to turn away as Derpy stopped right before her daughter with her hands hefting up one of her lactating breasts.

“M-Mom, Mom, wai-HMMMPF!”

Any pleas for mercy from Dinky were silenced when Derpy forced her leaking nipple into her daughters’ mouth. Milk immediately started flowing, and with the only other alternative being drowned, she swallowed. The milk just didn’t stop though, so gulp after gulp went down the unicorn’s throat; dizzying her mind as much as the three breasts surrounding her head. Over the grey curve of her mother’s boob, Dinky witnessed Derpy self-breastfeeding herself with the other tit. The cool pair of hands on her own chest continued to have their way with them; tracing circles over the areola, as well as flicking, pinching and pressing in on the hard nubs her nipples had become.
 
“Mmm… That’s good, Darling.” The nightmare purred, pulling on Dinky’s nipples one last time before letting her breasts bounce back. “Just soak in the pleasure and let all your worries drift away. Let your family help you relax.”

The cave seemed to shrink in on itself in an instant, and Dinky found herself beneath the surface. She was still immobile, however, as her body felt like it was completely encased in the slimy substance. The only thing other than the gunk she could see was a shadow right in front of her which, upon resurfacing, was still her mother. Shaking any goop out of her eyes, the unicorn quickly noted their surroundings and positions had shifted. Still within the cave, the two were now on a queen-sized bed in the center of the cavern. Derpy was on all fours directly above her, while Dinky’s wrists and shins were cuffed and chained to the bedposts.
 
“M-Mom,” Dinky sputtered at the pegasus. “S-Snap out of it!” Mustering even that amount of a resistance was proving to be difficult. Like before, her mothers’ milk was muddling her mind, as had all the attention her chest had received.
 
“No, she shouldn’t.”

The voice froze Dinky. For a moment, the fog being breastfed cleared, and she looked past her mother to see the newcomer with the all too familiar voice. Standing right by the bed with a look that could be judged as both disappointment and anger plastered onto her features. was Sparkler. Her adopted older sister. Her naked adopted sister. Her adopted sister sporting two fully erect horse cocks; one atop the other.
 
“S-Sparkler? W-What happened to you?”

“No.” The pink unicorn shot back, shaking her head of purple hair as she crossed her hands beneath her C cup chest hams. “That’s the stupid nickname this dumb slut gave me. Both of you know my real name’s Amethyst Star.”

“But… but I thought-HHNGGH!” Dinky’s confusion was interrupted by an aura of purple magic pressing her mother’s tits into her own. The sensation of Derpy’s lubricated nipples being ground into hers, as well as her large and sensitive areolas, was enough to render the grey unicorn a panting mess. Then, when Amethyst lifted Derpy up and lined their nipples together with her magic, she pushed even harder. Something opened up, forcing Dinky’s eyes wide open. The fog was parted once more, but this time by an uncomfortable pain. For the minute or so of agony, she thrashed against her chains, shaking her head in a vain attempt to deny the reality of this situation. But another look down confirmed it, as that pain was rapidly morphing into pleasure.
 
Her mother’s nipples were inside her own.
 
Another pain rocked her world, though this one came from much further down her body. Her voice wasn’t the only one to cry out, as Derpy joined in the agonising exclamation. But unlike her, Dinky saw her mother wearing a crazed smile at this, saliva dribbling down her chin and onto her daughter’s face. Another push from below sent another pulse surging throughout her body, but like with her nipples, this pain too soon morphed into pleasure. Though it was difficult to see past the four breasts squashed together, or her mother’s lustful expression, deep down she knew what it was. And the thought brought tears to her eyes.
 
Amethyst Star was raping them. Both of them.
 
Her own sister had taken her virginity.
 
Dinky gritted her teeth as she felt the warm trickle of blood running down just past her thighs, while the girthy rod of flesh opened up more and more of hers until Amethyst finally, mercifully, hilted within both mares. The three remained that way for a while, each recovering their breath. Both mares were clamping down on Amethyst so tightly, Dinky’s especially so. The younger unicorn was having difficulty staying conscious from the multiple intrusions in her body.
 
Then the movement began again.
 
Amethyst slowly, agonisingly, pulled her hips back. Enough that only the flared heads of both cocks remained within the pair of pussies. Then, with a grunt of exertion, she thrust them back in. The wails of pleasure from her family were exquisite. Dinky had never felt anything like this before. Like any mare her age, she had experimented with masturbation, but her fingers were never able to reach as deep or cause as intense a desire as Amethyst was now. Another pulse, this one split in two and wetter, came to life in Dinky’s chest. Looking down, she could see milk squirting out of the miniscule gaps between her and her mothers’ nipples. It dawned on the unicorn then, that her mother was now pumping milk into her breasts. Indeed, with each thrumming pulse she felt in her chest, she saw her own bust swell that little bit more.
 
A swifter and more thorough thrust from Amethyst wiped Dinky’s mind for a moment, shifting her focus back to her crotch. How Amethyst was scraping out her insides and hitting the gateway to her womb. How it felt so… good. Time was escaping Dinky’s grasp as the incestuous intercourse went on and on. Her bust swelled with her pulse of Derpy’s milk. Her pussy unconsciously clamped down harder on her sister’s cock with each thrust. At some point she had started swapping spit with her mother. For how long and who initiated the kiss was uncertain. All that mattered in this moment was the sheer bliss Dinky Doo was feeling.
 
Then, finally, the pleasure reached its crescendo.
 
Two eruptions occurred within Dinky’s body. Three, if one counted her own orgasm following the prior two explosions of fluid. The first occurred in her chest, as Derpy screeched loudly in the throes of ecstasy. Her whole body shuddered, but her nipples went from open taps to fire hydrants. The volume of milk surging out of her breasts and into Dinky’s tripled, and so did the expansion of the latter’s bosom. They bloated so much that Derpy was being lifted off of her daughter while the other filled her with semen. The second blast of bodily fluids was Amethyst’s cock. Length after length of searing-hot sperm was blasted into Dinky’s virgin womb, providing her with a sense of warm fullness she had never known before. 
 
These two blasts were enough to push the blonde unicorn over the edge, and her body twitched and spasmed with carnal delight. Her vaginal walls constricted Amethyst’s penis like a dragon clutching onto their horde of jewels and gold. This unspeakable tightness siphoned out another orgasm from the pink unicorn, and then another from their mother. It continued; each mare feeding off of and causing another round of orgasms for the next. With this daisy chain of climaxes, Dinky’s mind faded in a sea of white, while maliciously posh laughter rang out in her ears.





When Rumble awoke, it was to the sounds of a panicked pony. Instantly, he shot to a crouching position, a sword in one hand as adrenaline helped banish any weariness. The entrance to his mother’s bedroom remained secure, and as he rose to his feet, he saw the windows were intact as well as the morning light filtered through. Well, as intact as they had been when they arrived. So, he turned to look at the source of the hysterical sounds, and his eyes widened. There, sitting on the bed and looking on the verge of a panic attack, was Dinky; unchanged from the previous night in all was but one.

Her chest.

Dinky had always been blessed with a large bust. Rumble supposed that was due to being Derpy Doo’s daughter. But the breasts he saw shouldn’t have been real. Somehow, her grey sweater puppies had torn clean through said black sweater, as well as the front of any other clothing she had been wearing on top, and were now large enough for her underboob to rest level with her navel. When her golden eyes turned to look at him, her panicking paused for a brief moment before she backed up against the wall.

“Dinky?” Rumble asked, concerned for his companion. He came one step closer, but she scooched back an equal distance. “Dinky, it’s okay. It’s me, Rumble.”

“Oh yeah?” She asked accusatorially, which threw Rumble for a loop. “You think I was born yesterday, or something? What’ve you done with Rumble?”

“Dinky, cut it out.” Rumble’s voice was growing more aggressive, frustration bubbling up within him. “I don’t know what’s gotten into you, but it’s me. I’m Rumble.”

“Rumble doesn’t have horns.” That retort stopped Rumble in his tracks. Confusion and a quickly growing sense of dread replaced his frustration. Walking over to the side of the room, he stood up a knocked over full-length mirror. 

What he saw caused a panic to rise in him like it had in Dinky, for she wasn’t the only one to have undergone changes in their sleep. His hands and feet were now tipped with sharpened claws, and fur that matched his dark grey mane and tail now covered his limbs up to his elbows and knees. His tail, once a tangled mess of hair, had transformed completely into a hairless, whip-like tail. It had also seemingly doubled in length, and was tipped with an elongated spade. His wings, arguably the pride of his body, now looked more at home on a thestral; thin, dark grey membrane in place of pegasi feathers. Finally, upon his head sat two large, curved ram horns. The horns stretched a little past his face, their points looking very sharp. All of these changes unnerved Rumble. Unconsciously, he walked backwards, away from the mirror, before falling onto his backside. His self-control unravelling, he started hyperventilating.

“Rumble? Rumble!” The stallion-turned-apparent demon looked to his right, seeing the concerned face of his unicorn companion next to him. She was blushing, no doubt from her chest; a chest that Rumble couldn’t stop himself from stealing a quick glance at how they were pressed against her arms. Looking back up at her eyes, it was clear Dinky noticed this and slapped him.

“Ow! What was that for?” He asked, a hand rubbing his cheek as he looked back at her annoyed expression.

“One, to calm you down. And two, for stealing a peek, you pervert.” She then hooked her arms underneath his, pulling him to his feet. But, with the new weight of her chest, she lost balance and fell back onto the bed. “But,” she sighed. “It’s hard to fake genuine panic like that. So… I believe you. But, Rumble…” her face took on a more uncertain expression now. “What do we do now? I mean, staying one night in Equestria makes you look like this?” She gestured to both of them. “I don’t even want to think about what’s happened to Princess Flurry Heart. What are we going to do? I… I want to go back. To the Crystal Empire.”

“What?” Rumble blurted out. “Dinky, we can’t give up after one hiccup.”

The now extremely busty unicorn gave him a sceptical look. “This is one pretty big hiccup, Rumble.”

“Okay, I know.” He sighed, rubbing the back of his head and trying to ignore how his arm was brushing up against the horns now emerging from the side of his head. “Look, I don’t like the idea that we’ve come all this way for nothing, so how about this. We’re so close to your old place right now, so how about we head there and search for clues. If we can’t find any leads about your mom there, then we head back. Deal?” 

Dinky mulled this over. She was absolutely terrified about what had happened to her body. The thought of it happening again scared her more than anything else. Yet, it was also true she wanted at least some closure on what happened to her mother. If not for her sake, then for Sparkler’s. The memory of her sister in that dream gave rise to a uncomfortable shudder running down her spine, but, putting all the fear aside, she couldn’t deny Rumble’s logic. Plus, given how exhausted a long-range teleport had been, they couldn’t get out of there as quickly as she hoped for anyway. Might as well search on their way out.

“Okay, fine,” she sighed, offering a hand for Rumble to help her to her feet, which he obliged. An aura of dull golden light surrounded her bag and slung it over her shoulder, while she then levitated the sheets from the bed up and around her body to obscure her breasts. “But the moment we’ve checked the place, I want out. Got it?”

An assured nod from her companion was all the acknowledgement she needed and, after he had gathered his equipment, he helped the bountiful-chested unicorn downstairs and towards the back door. Though no patrols could be heard out the front, Rumble didn’t wish to take any chances, and this was a swifter route to the unicorn’s old home regardless. Deconstructing the makeshift fortifications at the back door as quietly and swiftly as he could, the two ponies cautiously stepped outside. The grass had overgrown to the point Rumble couldn’t spot the old path to the garden at the back, which had covered the entire back fence in vines as if the Everfree Forest had invaded their garden specifically. The stallion flew over the other side of the fence to the alley that ran behind the house, though it took him a few moments to get used to his new membrane wings as opposed to his old feathery ones. 

Dinky spared the sheets covering her expansive bust a worried look as she tried clambering up over the fence. Rumble flew back over a minute or so later when she was still struggling and helped her over the top, apologising for not doing so from the beginning. But, as he was helping set her down, the weight of her chest caught her off-guard again and she fell forwards. Rumble wasn’t able to catch her in time and she hit the ground chest first. The stiff impact her nipples took should have been painful, and was to an extent, but the overriding sensation she received was pleasure. As a result, against her will, a lustful moan loudly escaped her as Rumble scrambled to her side.

“Dinky, you okay?” He once again helped her to her feet, looking her over for any wounds. Aside from a few tears in the sheets, she appeared fine, though he once again couldn’t help but stare at those oversized melons of hers before shaking those thoughts out of his head.

“Y-Yeah,” she stuttered as a blush forced itself upon her face. “I-I’ll be fine. We should keep moving.”

“Well, hello there, neighbour.”

The two ponies turned around slowly. Standing there, on one side of the alleyway and flanked by three tall and burly-looking cyclopes, stood a demon. She almost looked like a copy of what Rumble had become, only her coat was red instead of light grey, her eyes were black with golden irises, and her attire consisted of a black corset, G-string, sleeves and thigh-high high heels. Rumble’s keen eyes also picked up the coiled whip wrapped around her wide hips, though that gaze drifted up to the DD breasts her arms were crossed beneath. Dinky looked on in growing fear, especially at the fact that the monstrous henchmen weren’t wearing pants, and that their members were rapidly growing taller and harder at the mere sight of her.

“Don’t think I’ve seen you two around town before,” she stated with a sensual tone to her voice. “Why don’t the two of you come over to my place so we can get to know each other more… intimately?”

“Why would we want to go anywhere with you?” Rumble asked sternly, positioning himself between Dinky and this new arrival. “We don’t even know who you are.”

“Oh, you’re right. My apologies, how rude of me.” The demonette stated playfully before giving a low bow. Low enough to give Rumble an even greater view of her cleavage. “I am Voyette; second in command of the Empress’ Central Equestrian Horde. There, introductions made. Your turn.”

“…Name’s Rumble,” he finally admitted, earning a shocked look from Dinky he didn’t see, as he kept his eyes on his opponent. “And I’m sorry, but we have more important things to attend to so,” he then drew both swords and stood ready to move at a moment’s notice. “If you don’t mind, we’ll take our leave now.”

“Oh, but I do mind.” Voyette said, her mask of kindness starting to slip as she kept talking, taking a more threatening tone. “You see, being second in command around here means there are few things more important in this town than me… and I don’t think I like what you’re insinuating by snubbing such a generous offer. So, I’ll give you one more chance since you’re clearly newcomers in town.” She snapped her fingers, and the cyclops henchmen spread out as much as they could in the alleyway. “Come with me, or I’ll have to discipline both you and your busty whore.”

Rumble answered her threat by charging at Voyette, yet the speed at which he rocketed towards her surprised even him. It threw his next few steps out of balance, making it easy pickings for the demonette to lash out at his shins with her whip before magically slamming him back first into one of the alleyway walls.

“Rumble!” Dinky shouted, concern for her companion spurring her to action. But a snap of their mistress’ fingers led to the cyclopes lumbering towards her. She backed up a few steps and tried firing a beam of magic at them, but it was easily dodged and they pinned her to the ground with her hands held above her head. One look up at their eager faces and she knew she was in trouble. “N-No… Stay away from me, you filthy-HMMPH!” The brute holding her hands down leaned over her and extended its long purple tongue, licking and probing until finally forcing its way into the mares’ mouth. As this intrusion took place, the second cyclops tore off the sheet and immediately sandwiched his long schlong between her massive melons. As he started thrusting his hips, his mushroom-tipped head just barely peaked through the valley of cleavage. The third monster tore off her pants and underwear, leaving scraps of denim clinging to Dinky’s shins as he held her legs down and began lapping at her inner thighs. Given the roughhousing of her boobs and the forced Prench kiss, Dinky was all too aware whenever that tongue at her lower entrance got too close to her snatch as it started to glisten with nectar.

“D-Dinky!” Rumble yelled, trying to get to his feet. But his body was held n place by a maroon aura of magic as Voyette stood proudly in his path.

“Aw, how cute.” She taunted him with that sweet voice returning. “You care for your pet slut. But while she may be blessed in the boobs department, I bet she’s never given you as good a time as I can provide.” At a snap of her fingers, all of Rumble’s clothes unravelled by themselves, while his armour flew off of his body; leaving him completely naked and displaying the hardening horse cock to the world. Voyette’s tail slinked down to and coiled tightly around said cock, instantly triggering a sense of pleasure and a gasp from the stallion.

“Oh, you like that, big boy?” She asked softly, looking down at him with a cruel grin. “Well, you’ll have to hold back. I don’t appreciate being attacked like that, so you aren’t allowed to move until I say so.” At this, with her pelvis inches away from his face, Voyette pulled her G-string aside to reveal her already wet vagina, and began fingering herself. One finger at first, then two, and soon her thumb brushed against her hardening clit as well. The flecks of feminine juices and the scents wafting from the erotic display right before his face lit a flame of desire in Rumble. His mind didn’t want to, knowing the demon was the enemy. But his body was swiftly warming up to this temptress. Not only from the raunchy display inches before his eyes, but the handjob her tail was giving him at the same time. Stroking up and down at an increasing pace, his sensitive dick was helping to build the numbing wave of pleasure that was blanking out the rational part of his mind. Helping to erase parts of it.

“Hmm…” Voyette purred, chuckling darkly at the flushed face of the stallion. “That’s a good boy. Now, do your new mistress a favour…” She retracted her fingers from her own honeypot and held her lower lips wide for him to see as the shimmering maroon magic holding him down disappeared. “…and eat me out.” With his will being eroded, Rumble dumbly nodded and rose to his knees. Placing his hands on her hips for balance, the corrupted pegasus brought his face to her crotch and lapped away like a dog that had long been thirsty.

“Hmpf! A-Ah! Yes! That’s it. Good boy.” Voyette cooed as her pussy was explored. Rumble’s tongue was clenched down upon by the demonic vag, yet it didn’t impede his progress; eventually finding her G spot and lavishing it with adoration. “AH! H-Hah! Mnn! You-You’re really something, Rumble!” She panted, drool escaping her lips as she looked down at her new toy. “Such a good job deserves a reward.” 

As one hand went to the back of Rumble’s horned head to hold him to her muff, her other outstretched hand was pointed down at his dick, which was then engulfed in the same maroon glow of magic as said hand. The dick, still being stroked by her tail, grew. Along with his pair of balls, the pegasus’ genitals expanded; growing longer and taller than even that of Voyette’s own minions. By the time she was done, the flared tip of Rumble’s cock stood at eye level with the stallion; lightly patting the demonette on the rump, while his testicles were now the size of rock melons. Voyette chuckled sensually at this development, eagerly awaiting her return to her quarters so she could ride that pole all night long. But the sound of air being displaced caught her ear and she looked behind her for the reason.

Over by her cyclops goons, Dinky had escaped via a desperate short-range teleport. She didn’t come out of it unscathed, however, as a large and very visible puddle of cum was decorating her cleavage and collarbone, while one of the burly brutes was clearly more lethargic than his colleagues. One of them advances to try and pin her down again, but the unicorn sidestepped the thug and levelled a point-blank blast of golden magic into him. When the light faded, all present witnessed the cyclops bearing a hole in his back that was quickly flooding with black blood before he fell to the ground. Dinky, pleased at herself for a split second, turned back around to see if she could mount a rescue for Rumble.

Sounds of carnal delight killed any optimism she might’ve had. Looking past the cyclops’, Dinky saw the huge hard-on Rumble was now sporting, and how, with shuddering micro-thrusts, he was painting the ground before him white with his seed. When Voyette stepped away from him, she gasped in horror at the sight. His face was trapped in a state of pure erotic bliss. His muzzle was stained in feminine juices, his tongue hanging out dripping the stuff. Despite the sizeable discharge he had just produced, his stallionhood remained tall and thick. But it was his eyes. Dinky saw them faded, like there was no pupils to them. Just an empty purple expanse, with a flicker of what she thought was a glowing pink heart before that too faded. Unbeknownst to her, Rumble’s mind was disintegrating. The wave of pleasure that had been building from all the attention Voyette – no, Mistress Voyette – had lavished upon him finally crashed down on what remained of his sanity. All his goals, his beliefs, his memories, they were all washed out to see in a riptide of pleasure. Even memories of his family were washed in a shade of corruption. His father and brother were erased, and his mother went from one of the kindest mares he had ever known, to a lowly whore like the one that he had ploughed in his dream; a dream he now very much wished to make reality.

“Well now, Dinky, was it?” Voyette asked, smirking a predatory grin at the now lonely unicorn as she desperately tried hiding her nipples, with limited success. “Guess you’re all on your own, and a masterless mare is a dangerous thing to be in this day and age. How about we skip the part of you trying to run, and come with me? I can protect you, not to mention provide you with a comfortable time, doing so.”

Looking between the smiling demon, the two now angry monsters, and her out-of-commission companion, each and every survival instinct screamed at Dinky to run. So, not two seconds after Voyette had finished making her offer, she spun on her heels and ran as well as she could while holding her massive chest. An annoyed sigh sounded out from behind, followed by a snap of her fingers. At that, once glance behind told Dinky that the cyclopes were quickly on her tail, and gaining. Looking back cost her, though, and she felt down once more. This time thankfully on her shoulder, sparing her another immobilising experience of falling on her nipples, but it meant the monsters were that much closer to catching her. Running on instinct and adrenaline, Dinky turned, looked at the closest cyclops and fired. Her magical aim was true. The charging monster had no time to react as a hole was punched through its head.

Wanting to get away, somewhere, anywhere but this alleyway, Dinky charged her magic and braced for pain as she cast another teleportation spell. The instantaneous journey felt so much longer, as did her suffering while doing so. When she and Rumble had teleported out of the Crystal Empire, it had merely left her exhausted. But this jump was a hundred times worse, as she could feel the pain searing into her horn from the inside. Mercifully, she translated back into reality somewhere dark and quiet, with her landing on something soft. Her energy waning, Dinky lifted her head to check her surroundings, and one thought ran through her mind before the pain of the jump knocked her out.

…M-My room…? I… I’m home…?
> Chapter 18: Generosity
> --------------------------------------------------------------------------

Slowly, Zap’s mind began to rise from the depths of unconsciousness. The first thing she felt was that she felt sore all over, but most prominently in her legs and crotch. Her magenta eyes blinked blearily as her surroundings were dark. Despite the dim area the flier found herself in, she could still make out her body. Her corrupted body. As her gaze travelled further down to her hips, Zap’s awareness snapped into clarity as her exhaustion was chased away by confusion and fear.

She was hanging from a slime-covered offshoot in what must have been a massive cave. Her arms and wings were stuck in the wall, as were her avian feet, spread out and bringing more prominence to her newest corruption. A horse cock and pair of testicles hung in front of her pussy, which from the backside of her ball sack Zap could tell was already wet, yet something else also made it feel slimy. Though the penis was currently within its sheath, having helped out for years back in Appleloosa gave the pegasus instinctual knowledge she was packing an above-average dong. The only other thing that was different was she dressed once more. Well, dressed might have been an overstatement, given this looked like an erotic variant of a Wonderbolt uniform; the blue and yellow outfit cut off at the shoulders and high thigh, while her chest, belly and crotch areas were bare.

“Z-Zap? Zap, can you hear me?”

The voice made Zap shoot her head up, desperate to find the familiar voice. She didn’t need to look far, however. Some feet off to the pegasus’ left, she found Starlight trapped in the wall.

But it was the unicorn’s body that snuffed any faint flickers of hope within the flier’s heart.

Like her, Starlight’s body was held in a similar state to her own; arms and legs held back and spread out amongst the slippery substance. She also had a dollop of goop hugging her horn; no doubt to smother any magical escape attempt. She was also dressed in skimpy attire, that of an inverted bunny mare suit; black leggings up to her hips and sleeves that linked over her shoulders into a white collar. A pair of fake black bunny ears worn in her mane completed the lewd look. This left her entire torso bare, though one would be hard pressed to see it behind the massive breasts that now hung off Starlight’s ribcage. Drawing on her experiences back in Appleloosa, the unicorn had to be carrying at least an N cup. Furthermore, just below the seemingly ever-lactating nubs of her nipples rested two vagina slits, each leaking their own feminine nectar. As she looked upon her comrade, Zap’s new genitalia could help but begin emerging from its equine sheath. Nor could her subconscious mind resist the thought of Flurry Heart bearing breasts like those, which hardened her even swifter.

“S-Starlight?” Zap stuttered in horror, and the defeated look on the mare’s face told the Apple she must have known what was racing through her mind. “W-What…?”

“Yeah,” she sighed in response, dropping her head to look at her voluminous chest. “This was why I sent you away. Guess it help in the end, huh?” At this, Starlight looked across from their tunnel in the cavern, and Zap followed her gaze to their other occupant, her fears only deepening when she saw Vinyl Scratch strung up like them, though her outfit was more in theme with her occupation as a DJ; fishnet stockings and sleeves, a pair of denim short shorts that were left unzipped at the front, and a sleeveless, fuzzy pink crop top that was pulled up over her breasts. Her three dicks were beginning to harden as she too awoke and took in the sights of her companions.

“…Fuck.” She simply stated; a sentiment Zap silently agreed with.

“Girls…” Starlight started but had to stop as she winced from a larger burst of milk escaping her nipples. …W-What happened? Where’s Flurry Heart, and Bonbon?”

“Oh, I can answer that, Darling.”

All three mares snapped to attention when the walls of their little alcove pushed outwards, erasing its existence so they were all hanging in a row in the larger cavern. There, descending from a large tunnel in the roof, came a massive droplet of slime dangling down. It finally plopped onto the ground before shifting into the darkly radiant form of Nightmare Rarity. Zap felt a chill run down her spine, yet the slimy bonds that held her made squirming away from the approaching unicorn impossible.

“Why, look at you.” The fashionista stated with a smug smirk as she leaned down at the three. “You all look fabulous, Darlings. Photo Finish knows what I like in models.”

“What’ve you done with Bonbon?!” Vinyl asked, clearly trying her best to ignore the beauty of Rarity’s naked form despite all three of her cocks standing tall as they could.

“Oh, that rather uncouth earth pony’s much more compliant now.” Rarity explained, waving her hand as if dispelling a bad odour. “She was broken when she arrived alongside you two, though Photo, the darling she is, thought she didn’t need any alterations. I, of course, disagreed, so I gave her a few personal touches and sent her off to Canterlot.”

“However…” She went on, looking back at the varied reactions of the three captives; shock and loss for Starlight, hurt anger from Vinyl, and stoic defiance from Zap. “Princess Flurry Heart wasn’t among Photo’s delivery. So, if you three wouldn’t mind telling me where she is, that would be a tremendous help.”

“Like we’d tell you, ya hoity-toity mudmare!” Zap shot back like a cannon, her magenta eyes glaring a hole right through the tall slime mare.

“She’s right!” Vinyl added. “Now pull your fashion-obsessed head out of your plot and wake up, Rarity! You’re being used. This isn’t you!”

“Rarity…” Starlight uttered, though her words lacked the angry passion of the other two, coming off more as a sobbing plea. “It’s still not too late. I know you said you enjoy this, but at what cost? Your soul? What would Sweetie Belle think if she saw you now?”

That question earned Starlight Rarity’s undivided attention. The glare from those draconic blue eyes spoke volumes of the vitriol she felt in that instant. With a snap of her fingers, two tendrils of slime emerged from the wall and forcibly attached themselves to Starlight’s hydrant-like nipples. Starlight wailed in both agony and ecstasy as her milk was pumped out with enough force to create large bulges within the tendrils. Zap and Vinyl watched on with horror before three more emerged and pulled themselves down over Vinyl’s now rock-solid erections. The lengths of slime started squeezing and vibrating, numbing the DJ’s mind as her hips began involuntarily bucking. That just left Zap as Rarity stalked towards her; all cordiality gone from her features and replaced with a cold scowl.

“I was hoping you’d all be more forthcoming when I asked so nicely, but you had to keep pushing, didn’t you?” She asked, shooting a menacing side eye at the moaning cow Starlight was now imitating. “So,” she continued, turning her full attention to the young Apple. “I’ll ask again; Where is Flurry Heart?”

While fear was coursing through Zap’s system, seeing what was happening to her companions and what most likely awaited her, she couldn’t answer. Not out of fear of this mare that haunted her dreams and those of her friends, but out of one thing she had inherited from her parents. Loyalty. So, summoning all the courage she could muster and taking a deep breath, Zap looked Rarity in the eye and nearly spat her response.

“Go to Tartarus, ya two-bit whore.”

To say Rarity looked incensed would be an understatement. In a flash of anger, she swung out and slapped Zap’s face; the smack echoing out the massive slimy cavern. As the sting still flared across the pegasus’ face, that pain was soon replaced by one much further south. Looking down, Zap saw a ring of slime tightly coiled around the base of her shaft. Painfully so, in fact. Looking back up, she saw Rarity had composed herself, but now bore a cruel grin upon those beautiful features.

“Have it your way, Darling. After all, I’ve always wanted to ruin one of you despicable Apple children.”





Flurry was slow to return to consciousness, but the moment she did she was immediately on guard. Jumping back a little, her hand instinctively grasped hold of her sword and took a defensive stance. But when no attack came, she stopped to properly observe her surroundings.

She was still in the fabric-covered pit beneath Rarity for You, the dim light from the morning filtering in from above. There was no trace of Photo Finish, or any real threat for that matter. A small distance away from her knelt three of the captured ponies, now all cowering in fear of reprisals. The princess’ adrenaline slowed when she saw one of them was the beige earth pony mare that had been trapped in the centre like the former photographers’ prized possession, and the other two ponies also looked to have retained their sanity as well. How they were able to have stayed sane despite all this time trapped was beyond Flurry’s understanding, especially when all the other captives, those that were conscious at least, were tangled in their own private orgy. Releasing a deep breath, Flurry sheathed her sword and visibly relaxed before looking back to the trio.

“I’m sorry,” She began. “I didn’t mean to scare you, I just… I wasn’t sure if you were… you know…” She couldn’t help but feel a little warmth creep over her features in the form of a blush.

“I-It’s okay, Your Highness.” The beige mare responded, crawling a little closer to speak, as did the other two ponies: a rust-brown pegasus stallion and a dark teal unicorn mare. “Are, are you okay?”

“Yeah, I’m fine,” she responded with a smile, albeit a bit forced for their sake. “Honestly I should be asking you that.”

“It’s just,” the stallion spoke up. “You’ve been out for about… an hour? It’s hard to tell time down here.”

“And you were crying in your sleep.” The earth pony added. 

This prompted Flurry to bring a hand to her cheeks and, indeed, there were trace amounts of moisture on her face. This threatened to open the floodgates as all the events of earlier came crashing back in view of the alicorn’s mind. Starlight’s sacrifice, the corruption and capture of her friends, being all alone. Not to mention slaying Photo Finish. While normally she wouldn’t think twice about ending monsters, the snippet of memory where Bonbon told them of the blue earth pony’s past life made Flurry realise the terrible truth. She had just killed something that used to be an innocent pony. How many others were there? Lamaria? The Flim Flam Brothers? Just how many monsters had she slain that were once ponies?

“Princess!?” A cry snapped Flurry out of her mental spiral. Looking back, she could see the earth pony looking at her worriedly and clutching one of her hands with both of theirs. The other two ponies looked upon her with concern as well, and Flurry didn’t need to reach up to know she was crying again. Her breathing had also increased pace, an uncontrolled sob escaping her, and so she took a moment to use her mother’s breathing technique to calm herself down.

“S-Sorry about that.” She said with a slightly sad laugh as she wiped the tears from her eyes. “E-Emotions got the best of me for a bit… Now, let’s see to getting all of you to safety.”

“Safety?” The unicorn mare asked incredulously. “Where in Equestria is safe, anymore?”

“The Crystal Empire.” Flurry answered with confidence, though that swiftly melted away when she reached into her bag and couldn’t find what she was grasping for. Panic filled her veins as she looked inside and, with growing dread, saw there weren’t any more teleportation crystals.

“W-What is it, Your Highness?” The mare holding her hands asked, her nervousness only growing at the sight of the alicorn’s rattled expression.

“It-It’s gone…” Flurry uttered. “A crystal. A light blue crystal. It-It would’ve let me teleport you all back to the Empire. To safety. I must’ve already run out. Oh, stupid Flurry!” The princess looked ready to hit herself in the head in an act of  emotional frustration, but it was halted when the earth pony grabbed it.

“Princess, please! Stop!” At her insistence, Flurry did. Again, this pause let her realise how she must’ve looked to these three. Alone and teetering on the edge of a nervous breakdown.

Some saviour I must be, huh? Flurry thought sarcastically as she calmed down, the mare releasing her hands only to surprise the alicorn by hugging her tight. This took Flurry by surprise, not the least of which because the large busts of the two mares were pillowing out between them.

“I… I know I’m not good at this,” the earth pony explained. “But please, don’t blame yourself, Princess. If it weren’t for you, we’d still be trapped.”

“B-But…” Flurry stuttered as the pegasus stallion noticed something and walked away. “But Photo Finish-”

“It’s not your fault.” Came the immediate reply. The beige mare looked the princess in the eye, and her firm expression wavered a moment. “She may have been a normal… well, maybe slightly eccentric mare. But that mare disappeared a long time ago. It’s sad to say, but I think you… k-killing her… was an act of mercy.” Flurry mulled over those words, seeing the reason and truth behind them despite the crushing guilt of having ended the life of at least one former pony.

“Um, Princess?” The two separated as the stallion returned. “Is this what you were looking for?” He held out his arm and Flurry would’ve jumped for joy had her bloated bosom not weighed her down. In his hand was a teleportation crystal.

“Where’d you find that?” She asked as the earth pony shuffled away to give her room to take the crystal.

“It was on the floor over there,” the rust-coloured flier responded. “Over where that white unicorn friend of yours was.” In an instant, Flurry realised he meant Vinyl, and that thought reminded her that her friends were still in danger. Spreading her wings to help her balance, she slowly brought herself up and onto her feet. Confident that she wouldn’t fall again, Flurry encased the orgy-occupied ponies in the golden aura of a sleep spell before levitating them closer.

“Thank you… uhm…” she began before realising she didn’t know any of their names.

“Oh, that’s Copper Cloud,” the earth pony explained, gesturing to each pony in turn. “This is Textealle, and my name’s Coco. Coco Pommel.”

“Right. Thank you, all of you.” Flurry said, a more genuine smile finally finding its way back onto her face. “Now, let’s get you all to safety, and then save my friends.”

“Wait.” Coco spoke up, succeeding in halting the alicorn from teleporting them away from the flooded city. “I… I want to help.”

“What?” All three of the other ponies exclaimed in unison.

“Are you nuts?!” Textealle asked, gripping her dark blue and silver striped mane.

“Coco, we’re free.” Copper added, Flurry able to tell he was holding back his true feelings about this decision. “All this time we’ve been holding on for a moment like this. A chance to escape, and you’re turning it down?”

“Well…” Coco stammered, clearly rattled by her fellow ponies’ outbursts. “I know it’s going to be dangerous, but… I…” She looked to Flurry again, and the princess saw a sliver of steel enter those blue eyes. “I can’t just leave you all on your own. Not when you were about to fall apart. Besides, I can help lead you to where your friends are. I can-”

“Coco.” Flurry said calmly, but with enough authority to gain the earth pony’s attention. Flashing her small smile again, she closed the distance and placed her hands on the former captive’s shoulders. “I appreciate you wanting to help. I really do. But I’d not put you in danger when you’ve just gotten free. I’m not going to risk your safety.

“That said, you can still help me out.” This captured Coco’s attention in its entirety, as with the other two ponies. “If you could give me directions to where you think my friends have been taken, it’d be a massive help.”

“Well…” As Coco thought this over, Textealle spoke up. “Mostly, when mares are taken from here, they’re sent to… p-perform, at the theatre on Saddle Row.” The way the unicorn’s voice wavered during the explanation didn’t escape Flurry’s notice, nor did the way she wrapped her arms around herself beneath her generous E cup breasts.

“But…” Coco continued, snapping Flurry’s notice away from those teal tits. “If Rarity thinks somepony’s special, she’ll take them for herself.”

“Oh, trust me,” Flurry answered, her sarcastic tone revealing exactly how she felt. “I’m certain she thinks the world of us.”

“Well, if you think they’re with Rarity right now, then your best bet’s the Mare of Liberty statue out in the bay. You can’t miss it.” Flurry nodded, lighting her horn to bring the now unconscious group of lust-crazed mares and colts over. Setting them down gently, Textealle, Copper and Coco grouped up close to them as the alicorn held out the crystal.

“Oh, um, princess?” Coco asked, giving Flurry pause. “…Thank you, and… please, be careful.”

“You’re welcome, and I will.” With a smile, Flurry activated the crystal with her magic. In a flash, the dozen pony prisoners were gone, leaving Flurry all alone. “…Okay…” she thought out loud, the silence of the fabric-strewn pit slowly starting to sink in. “Let’s… get going then…” Half expecting a response from her friends, the alicorn’s spirits sank slightly when there was none. Sighing, she spread her wings and was about to take off when, as she crouched down to leap into the air, the weight of her breasts reminded her of their presence as she fell forward. Grumbling in a very un-princess like manner, Flurry got up and took flight again; this time soaring up and out of the hole and back into the boutique. 

Seeing the light of morning filtering down through the clouds outside, she reminded herself there would be patrols of monsters scouring the streets. To that end, Flurry found the stairs to the upper floors of the building and ascended. Thankfully, there were no more dangerous surprises waiting for her on the upper floors, though there were more erotic outfits resting on wire hangers and mannequins. The sight of these was intriguing in some way that made Flurry both curious and uneasy, and the latter was the instinct she trusted as she continued climbing the stairs and finally reaching the roof of the building. Sneaking closer to the edge, she saw there were now diamond dogs approaching in patrols where the previous night there were none. With these new obstacles, sneaking through the streets seemed out of the question.

“Okay, let’s think. We need to find a good place to get our bearings.” Flurry muttered to herself, trying to figure out her next step. Leaning back from the edge, she glanced up and spies the massive towers scraping the underside of the pink cloud canopy. “That’ll do it… You’re talking to yourself, Flurry…”

Shaking off the awkwardness, Flurry quickly teleported herself across a couple of rooftops; just in case the patrols were tipped off to her presence at the boutique.  A quick check of her surroundings revealed no sight of any more monsters before she took to the sky with all the speed at her disposal. Despite the feeling sparking sensations she would rather not experience, she held her large chest tight to restrict her breasts’ swaying her off course. Within minutes, she landed atop one of the large skyscrapers and beheld the next leg of her journey.

The central business district of Manehatten rose around her, but a horseshoe-shaped quay in the city opened into the slime-filled bay. There, a fair distance from shore on its own little island, stood the Mare of Liberty statue. The robed mare held a torch aloft proudly, though the supposed torch bore no light. The statue itself looked worse for wear as well, with patches of slime dotting its exterior, a sign of its new owner. While getting there with a teleport might have been quicker, there was no guarantee Flurry wouldn’t be teleporting into the midst of a patrol and considering this was meant to be Rarity’s personal abode, there were sure to be guards even more entrenched than the entrance to the city.

Doesn’t matter, Flurry thought to herself, not risking getting caught via thinking out loud even when at the top of a skyscraper. My friends need me. Aunt Starlight needs me. Zap needs me… That last thought led the alicorn’s mind somewhere unexpected; thinking about Zap in a way that seemed more than friendly. She imagined the two of them going into town back in the Crystal Empire together, having a fun day out with Pound and Pumpkin, sitting quietly together watching the sunset before…

A blush settled in on Flurry’s face as she rapidly shook her head and slapped her cheeks to clear her mind. Forcing herself to focus back on the task at hand, she took another look at the distance and the wide-open air between her and her destination and found only one solution: the clouds themselves. So, moving back to get a good run up, Flurry leapt off the side of the tower and flew up and into the clouds.

She didn’t stray too far up, fearing that the patrols of Zap’s other, still-corrupted mother would be waiting for her. Instead, she stayed close to the bottom of the cloud cover, catching glimpses of the slimy bay far beneath her. Being inside the clouds came with its own issues as she progressed, however. While they had passed through them before on route to Cloudsdale, it had always been a swift as possible, and she had the distraction of her friends and mission to keep her focus where it belonged. Now, alone and spending prolonged time within it, Flurry couldn’t help but be more aware that, the longer she spent within the clouds, the warmer and warmer her body was becoming. Especially her large mammaries and her bare vagina. 

Her breath was beginning to grow shorter as well, and she briefly dipped out of the clouds to clear her head. The princess found she was about to pass the island and started banking around, but quickly shot back up into the clouds the moment she thought she saw one of the guards on the ground looking up. Unsure if she was spotted, Flurry stayed in place for a while, though this made the effects of the clouds harder to ignore. The hand of the arm holding her bosom tight to her body grasped on its own, titflesh pillowing out between her fingers. Her other hand was beginning the slow journey down to her lower lips, and Flurry’s mind firmly reasserted its will upon her body once she felt how truly wet she was. Knowing she couldn’t stay in here any longer, Flurry circled around and took another peek through the clouds to get her bearings before igniting her magic and casting her teleport spell.

Upon re-entry to reality, Flurry fell to a carpeted floor, her will the only thing stopping her from masturbating furiously and giving away her position. She laid there, staring at the curved ceiling above her as she forced her arms outstretched to her sides and took deep, calming breaths. For a few minutes this was all she did. There was no point in trying to rescue her companions if she was compromised mentally as well as physically. Eventually, she felt composed enough to sit up and take in her surroundings, though her body still tingled slightly.

She was in a large viewing room of sorts, with the open windows to her right revealing her to be within the head of the statue itself. The purple carpet felt soft underneath, while a large bed with curtains hanging from above dominated the left side of the space. On the right was a large full-length mirror and a pile of boxes. The boxes immediately caught Flurry’s attention, however, as poking out of one of them she saw a familiar weapon grip. Bonbon’s short sword. Cautiously rising to her feet, the alicorn moved closer and found all the equipment of her companions was gathered here, including all the party’s reformation gems.

Well, at least this tells me they’re here… I hope... Flurry shook the doubts out of her mind, not allowing herself to break mentally. Her friends were counting on her, she couldn’t fail them now. Reaching in she scooped all the gems into her own bag, while also taking Vinyl’s buckler shield for herself. Something told her she was about to need it.

Turning to the back of the makeshift bedroom, Flurry found a set of stairs spiralling down through the statue and began her descent. Despite trying to move as quietly as possible, her footsteps still echoed throughout the beams holding the statue up, and Flurry took flight for the rest of the journey. The space was cramped, though, meaning she had to land and walk for parts. As she went down further, Flurry noticed more and more slime coating the inside of the statue. It unnerved her a bit, fearing Rarity might lash out at her from these globules, but she kept her focus on moving down, sword drawn and ready for a fight.

At last, the stairwell opened into the large space ground floor, but Flurry was stopped by the sight of the group that awaited her. There was a pack of maybe a dozen or so armoured diamond dogs standing between her and the open doors outside. At the head of the pack was a strange monster that looked like an amalgamation of beasts. It had the muscular upper body of a pony, but its lower half resembled the tentacles of an octopus, while its head was that of a ram. But the being that both scared and enraged the alicorn was standing before them all. 

Hands on her wide hips and with a smug smirk on her face, was Nightmare Rarity.

She stood taller that Flurry remembered from the fragments of her dreams, well over halfway to the roof. Her coiffed mane and tail flowed with a slimy fluidity and shimmered with what looked like stars. With breasts that were just larger in size compared to Flurry’s and an hourglass physique, she radiated sex appeal.

“Thought you could sneak in unannounced, Darling?” She asked before covering her mouth for a hoity laugh. The gaggle of monsters behind her joined in on the laughter as Flurry, abandoning stealth, glided down to the floor and glared daggers at the empowered unicorn. “Oh, come now, Flurry Heart. It’s not very lady-like to stare like that. You’ll develop wrinkles faster that way.”

“Where are my friends?” Flurry asked with a level tone, yet the severity of her expression conveyed her near-murderous rage.

“Don’t you worry, Darling,” Rarity responded, wagging a finger at the angry alicorn. “They’re safe and sound.” With a wave of her hand, the floor below them became translucent. Flurry looked down to see a massive, slimy cavern, much like those from her early dreams Rarity created. What was within it, however, horrified the princess.

Her companions were all restrained by slimy appendages, like in the dreams twisted into nightmares by Rarity. But it was the state of their bodies that allowed the cold terror to seep into Flurry’s heart. Starlight was leaning forward on her knees, resting on breasts a little bigger than Flurry’s. Translucent tentacles were attached to her nipples as a seemingly never-ending stream of milk escaped them, only to be funnelled into the pair of vaginas beneath each nipple. A large phallic object emerging from the wall of slime and being rammed into her aunt’s original snatch completed the picture of a pleasurable hell, with Flurry struggling to hold back tears at the sight of Starlight’s own.

Vinyl seemed the most modified since their separation. While it looked like her lower holes were being filled with tentacle dick like her fellow unicorn, it was what was standing up in front of her that caught the princess’ attention. The three large dicks she had seen spring forth back at the boutique were all being milked for their own special liquid as other tendrils toyed with her large balls. But it was her five breasts that drew another quivering breath as each nipple had been extended into a small equine dick. They, like the three standing tall from the DJ’s crotch, were also being caressed to harvest their semen.

The sight of Zap’s condition finally broke the dam wall holding the tears back. She thankfully hadn’t been changed since the boutique, but that still meant the orange pegasus was sporting a rather sizeable cock and pair of balls to go with it. She wasn’t being fucked like the other two mares though. Instead, a thin layer of slime rested separate from the cavern in a ring around her dick. It shifted up and down, causing an uncomfortable amount of stimulation if Zap’s tossing head and gritted teeth were any indication. Just when it looked like the young Apple was about to climax, the slime retreated to a small ring shape just beneath her flared head and squeezed. The pain on the flier’s face was clear to see and felt like a dagger twisting in Flurry’s heart. The ring of slime then traced slowly down to the rod’s base, bringing more pain to Zap before stopping for a moment. Just as it seemed the poor mare had regained her breath, the stroking started anew, making this agony seem everlasting.

“NO!” Flurry shouted, falling to her hands and knees as Rarity dismissed the vision. Tears fell down the princess’ face and onto the now plain old tile floor. What hurt more was there was no sign of Bonbon. It fuelled her imagination to run wild with the terrible possibilities. Had she been given to the soldiers as a plaything? Had she been sent out of the city? Or was Rarity keeping the earth pony elsewhere within Manehatten? All these thoughts, mixed with the sight of her companions’ plight slowly transformed her sorrow, her feelings of failure, into a powerfully familiar feeling. One she experienced back at Sweet Apple Acres, Zecora’s hut, and Ponyville.

Unyielding rage.

“Oh, come now, Flurry. It’s nothing to be sad about. Why, I’ve been generous enough to improve your friends, and-” Whatever Rarity was about to say was lost to the ether when a powerful beam of golden magic slammed her backwards into the wall and shuddering the entirety of the statue. The stunned minions, as well as the slimy unicorn looked back to see Flurry standing. Her wings were outstretched, hands gripping tightly on the handles of the shield and her sword. But it was her gaze that sent a brief ripple of fear through the assortment of monsters, and even Rarity herself. Slowly, but with purpose, Flurry lifted her sword and pointed it at the nightmarish mare.

“I, Princess Flurry Heart of the Crystal Empire, challenge you to a duel. One on one. When I win, your forces will leave Manehatten, and the ponies trapped within, and never return.” The challenge echoed throughout the statue, and the mob of brutes all looked to their mistress for her response as she used the wall she had left a dent in to return to a vertical base.

“Very well. But when I win, you’ll become my newest plaything before I send you to the Empress. Everyone except Malachite, out. You will serve as an unbiased witness to our little contest.”

“Unbiased, my flank!” Flurry swore. “You’ll just use him to cheat and help you win.”

“Oh no, he won’t.” Rarity countered as the diamond dogs lumbered out of the statue. “In all the years he’s served me, Malachite’s never once disobeyed me. Isn’t that right, Darling?” The mish-mashed monster merely nodded as he took his position before the exit. An exit which became blocked by a thick wall of slime.

“Besides,” Rarity concluded, turning her full attention to the alicorn as her dignified air dropped for one far more violent. “I want the pleasure of taking you down all for myself!”

Rarity surged forward, her legs shifting into a wave that the mare rode towards her younger opponent and great speed. Her right fist swelled in size and swung down at the alicorn. But her attack slammed into nothing but tiles, as Flurry took flight and shot past her. Her crystal sword snaked a line through Rarity’s body, eliciting a shrill cry of pain. After a quick check to see Malachite hadn’t moved from his post and continued to watch impassively, Flurry looked back to see the wound she inflicted already healing. However, she also noticed some of the slime around Rarity’s body and on the walls of the statue retract into the mares’ body, as if to make up for her wound.

Growling, Rarity lit her long horn in a light blue aura of magic as Flurry charged in for another attack. But instead of landing another strike with her sword, all the princess hit was mist as she was suddenly engulfed in a massive fog.

“Come out and fight, you coward!” Flurry yelled. She channelled her magic into her large wings and attempted to blow the fog away, yet the effort was for naught as it instantly returned, seemingly even thicker.

“Princess?” A voice called out from the hidden distance. “Princess! Please, help me!” Flurry turned towards the direction it came from, snapped from the fight for a moment because of whose voice just called for her.

“Bonbon?” Flurry asked in confusion, but that moment was all it took for tendrils of slime to emerge from below and constrict her limbs. She was lifted off the ground as the fog vanished as swiftly as it arrived, revealing Rarity from the direction the earth pony’s voice had come from.

“I’m afraid not.” The unicorn replied with a mocking grin. “She can’t save you this time, being on her way to Canterlot and all. But enough about that disrespectful brute. Let’s help you relax, shall we?” Rarity naturally started with Flurry’s breasts. The G cup mounds were coiled around and stretched like the nightmare was trying to milk her. Her hardening nipples were pinched and rubbed by fingers emerging from the tendrils. The rest of her body didn’t go unattended; her wings were held straight and caressed in a way Flurry hadn’t known could elicit pleasure, while her legs were held open and a tongue from a featureless slimy face lapped at the juices dribbling from her royal petals.

Flurry squirmed and struggled with all her alicorn strength, but Rarity’s grip allowed for no physical means of escape. Changing tactics, she charged and fired a teleportation spell, appeared a short distance away from the now thoroughly annoyed Rarity. Despite being free, Flurry’s body still felt hot where ever her opponent had lavished attention. In particular were her bosom and marehood, but like before she shook those erotic thoughts aside and focused on the task at hand.

Said task was barely dodging another lunge by Rarity. She flittered to the side and ducked under the slimy arm that swung back at her only to slice into it with her sword. Rarity backed off and clutched her arm before the wound healed up again, but more slime was drawn in from their surroundings to aid in her recovery. Wanting to keep the pressure up, Flurry took flight, but kept low to the floor before rolling to avoid another grasping strike from Rarity before aiming to strike her in the head. For a split second her mind travelled back to the previous night, and her decapitating strike that ended Photo Finish. That moment of regret and hesitation gave Rarity enough time to duck the attack and charge her horn as Flurry overshot the mark and landed once more. Summoning diamonds of light blue energy, Rarity directed them with an arm and they shot forward towards her royal nemesis, but Flurry took flight again and bounced off the walls to avoid them as they crashed where she had just been and shattered. The movement was affecting Flurry, however. Her breasts still felt tender from Rarity’s attention, and her rapid movements had caused them to flop around, threatening to distract or unbalance her.

Nevertheless, she pressed on, launching another rapid assault that dealt another slash to Rarity’s slimy form; this time slashing at her midriff. As with before, slime was coating the wound, but Flurry noticed Rarity’s height was shrinking with each strike. This observation also helped her to notice her opponent immediately try to counterattack, and the princess coasted backwards to dodge Rarity swinging her arm back while morphing it into a massive whip. The length drew closer than Flurry thought it would, and she just got the shield up in time to block. The impact still sent her rolling across the floor and into the wall, but she only took a second to feel pain before rolling to the side and back to her feet.

Growling, Rarity’s magic engulfed her horn in a blue aura once more, just as Flurry soared into the air with her sword held ready to impale her. The alicorn rolled past the shield she raised and stabbed her in the left shoulder, running the blade through up to the hilt. Despite crying out in pain, Rarity gritted her teeth in anger and pain and liquified. Her form melted away from the sword and Flurry was prevented from finishing her by the return of the magical fog.

“Again?” Flurry called out, keeping her ears on a swivel and her gaze moving at all times. “Are you that afraid to fight me?! You keep thinking you’re so superior to everypony! Well then, prove it! Face me!”

“F-Flurry?”

Despite her anger and adrenaline urging her to remained focused on the fight, that one voice almost sapped all of the princess’ strength. She hadn’t heard it for days, not since she received the dream amulet still clasped tightly around her neck. She shook it off, thinking it another trick of Rarity’s and retook her guarded stance.

“Flurry Heart? I-Is that you?”

It spoke up again, this time even closer. Flurry whirled around to see it, to prove to herself this was nothing more than another hoax. But her saw her, or at least part of her. Floating there in the fog, looking at her from a wall of pink that faded into the shifting eddy that surrounded them both. Seeing that face, those eyes, there wasn’t any way Flurry could mistake them, or how they actually recognised her seeing them.

“M-Mom?”

Before the image of Cadance could respond, the navy-blue tendrils shot through the swirling surroundings and bound Flurry once more. She looked back to see her mother’s face twist in panic and fear before it, along with all the fog, vanished. In her place was the vengeful features of Nightmare Rarity, and her tentacles of slime got to work holding her arms out in an X stiff enough that she couldn’t break free.

“Let me go! What’ve you done to my mom?!” Flurry shouted before Rarity rocked her head sideways with a slap that echoed throughout the statue.

“That’s not my handiwork, I’m afraid.” The fashionista responded, drawing Flurry higher and closer as she skirted behind the alicorn. “But, how about I help you feel closer to her by helping you become more like her?”

With that ominous offer, Rarity’s hands reached around and grasped her erect nipples and areola, gripping them tight enough to coax a pleasure-tinted wince from the princess. She then toyed with the stiff nubs with her thumbs and finger, rolling and pinching them before poking them to press them into Flurry’s tit. As this occurred, Flurry saw magic surround Rarity’s horn, and a simultaneous tingling feeling engulf her nipples. She then watched on with growing dread as Rarity pushed the nipples in, further and further, until it clicked in the alicorns’ mind that they shouldn’t be able to sink that far in. Her areola grew puffier with each millimetre the sank until finally, mercifully, Rarity withdrew her fingers. To Flurry’s shock and fear, the nipples didn’t follow them back out, remaining hidden deep within her breasts.

“W-What have you-HA-ARGH!” Flurry’s concerned questions turned to erotic moans as Rarity grasped her breasts tightly, rolling them around as a tendril wrapped around her clitoris and began vibrating. Despite the buzz from below, all of the alicorn’s focus was on her chest, as her nipples felt the flesh around them rub and squeeze from all the movement the fashionista caused.

“I just needed a way to help keep your focus off your magic, Darling.” Rarity responded with a cruel smile. "Your delicate little nipples are so deep, only somepony with tendrils like mine will be able to reach them. Speaking of which…” The ebony unicorn stopped moving Flurry’s mounds before her two pointer fingers elongated into little tendrils. Flurry watched on, her resolve weakening, as they dove into the crevice her nipples had been forcibly sunken into. The movement felt like as if her pussy was being penetrated, yet twice as intense and pushing against her front. At last, the tendrils arrived at her nubs, and the princess winced in pain as she felt something sharp jab into her nipples.

“It’s a shame you’re no longer lactating, Darling.” Rarity murmured succulently in her ears as Flurry tried fighting off the strange sensation of something being injected into her nipples and spreading throughout her breasts. “But we can fix that. After all, you know how the old saying goes; Like mother, like daughter.”

A familiar pressure instantly appeared within Flurry’s breasts as Rarity withdrew the fingers and let them return to their normal shape. The bound pony’s breathing instantly grew short, as the internal heat and pressure continued to build and build until a wet feeling made itself known within her breasts. Flurry immediately understood what was happening. Milk was escaping her hidden teats and flowing towards the outside world like an underground river. But not all of it was escaping. The tight pressure surrounding the leaking nipples by the insides of the breast fuelling their release was stalling the flow of milk. Flurry squirmed uncomfortably as only a fraction of the milk she was producing was making its way to her puffy areola and down the slope of her bosom.

Desperate to stop this and escape, Flurry mentally called out to her sword. Specifically, the Element of Laughter. It had helped her escape certain doom no more than twenty-four hours earlier, surely it could help her escape in this, her hour of absolute need. But the call was interrupted as Rarity clamped down on those leaking alicorn melons once more. She did so with even more force than before, which spoke to both Rarity’s strength and vindictiveness given the breasts felt firmer with the milk building up within them. The fashionista laughed as she rolled them around some more, coaxing more milk out despite miniscule amounts squirting out of the fleshy tunnels in her tits.

“No! Stop-PAH! Mmf! Hah! I-No! I’m, I can’t, I… I’mmmmmmmff!”

“It’s alright, Darling,” Rarity whispered in Flurry’s ear with a cruel tone of mirth in her voice. “I’ll be generous and help you with your burden.” Forcing two extending fingers back into the now thoroughly lubricated nipple canals, Rarity clasped the digits onto the leaky teats and pulled. Hard. The orgasm it drew forth felt like lightning had surged from Flurry’s nipples and out through the rest of her body, blanking her mind and forcing out a tired cry as milk sprayed out of the breasts distorted in shape by Rarity’s vice-like grip. It felt like an eternity, but must have only been a few minutes before Flurry’s mind resurfaced from the high of sexual bliss, but her situation remained dangerous. Looking down sorrowfully at her bosom, the puffy areola still leaked milk despite the underside of her tits now being thoroughly soaked with it.

“So,” Rarity spoke up, sidling beside the alicorn and looking smug as a cat playing with its prey. “Feeling ready to cooperate, Darling?” Despite the fatigue from her orgasm, the shame of what had become of her chest, and the hope in her heart having taken blow after blow these last few hours and days, Flurry turned to slowly look at the slimy fashionista and mustered enough energy to glare at her, however underwhelming it may have been.

“I… w-will never… j-j-join… you…” Her words came out as drawn-out pants, but the reaction of annoyance instantly reasserting itself as Rarity’s dominant emotion restored what little shred of pride Flurry had left.

“Such a strong spirit,” Rarity mused out loud with a disappointed tone, sliding back behind the captured pony. “I guess I’ll just have to take a more… hands on approach to breaking you.”

Flurry’s eyes widened in fear at that, before she heard the shifting of liquids behind her. Looking back, she saw her limbs were being drawn into the unicorn’s body itself, leaving her dangling out from the mare’s shoulders and thighs. The fashionista’s hands returned to her still leaking melons, the firmness of the grip already pushing the alicorn to the edge as she was still tender from the last orgasm. Then she felt something rubbing against her lower lips, and Rarity timely pulled those white mammaries apart to display the long and thick stallionhood now grinding against Flurry’s pussy. Looking back and seeing the malicious glee on Rarity’s face, Flurry tries one last desperate struggle to escape.

That struggle ceased the moment Rarity moved her hands from Flurry’s chest to her hips, and plunged her slime-crafted cock deep into that princess pussy. Flurry cried out at the intrusion, sparks flaring up in her vision as she felt herself stretched like no other monster had yet on this mission. Rarity seemed to take a moment to enjoy just how tightly Flurry’s insides clung to her, before finally beginning to move. The motions were slow to start, Rarity savouring the comparatively tight hole while Flurry struggled to stay conscious from the pleasure. As the nightmarish mistress started speeding up, Flurry realised she was fighting a losing battle against the pleasure. She was still sane, but it was clear her lack of verbal resistance was no longer just due to her short breath from the pace of Rarity’s assaults. It was also because it was starting to feel good. Very good, in fact. Almost as good as the feeling of her big, heavy, milk-laden boobs slapping against her midriff with every thrust. Milk continued to spurt out, with the feelings of being too full up top now countered by the fullness hammering away in her depths.

“It seems you’re no longer resisting, hmm?” Rarity asked over the wet slaps of skin on slimy skin, relishing in Flurry’s only vocalisations being those of pleasure-tinted panting. “Well, let’s follow through on what I promised you, then.”

Rarity started hammering away in earnest, the flared head of her cock now slamming into the puckered cervix of Flurry’s womb with each stab. The assault continued like this for minutes on end, Flurry mentally both wishing for it to end and also wanting it to continue; a fact that brought a cloud of shame over her soul. So consumed with this mental battle of will over ecstasy, it took the alicorn by surprise when Rarity finished it with one last, powerful thrust. So strong was the final push that Rarity’s schlong passed through the final barrier of her cervix and into the princess’ womb itself. The act pushed Flurry over the edge and down into yet another orgasm, and the suffocating grip her nethers brought upon the slimy length forced Rarity to cum in turn. Corrupted semen flowed unhindered into the royal baby chamber, and Flurry’s stomach slowly bloated as Rarity unloaded length after length of foal batter into her.

After what felt like hours but, in reality, couldn’t have been more than five minutes, Rarity slowly backed out of Flurry Heart. With a wet pop, her dick exited the royal folds before melting back into her body, leaving nothing to stop the injected semen from flooding out onto the floor. Flurry was a mess. Her mind was struggling to even function, with her spacing out as her body shuddered from the effects of another, far more intense climax. Even Rarity needed a moment to regain her breath, releasing the limp princess onto the floor in a puddle of her milk and the slimy semen that escaped her.

“Now, to turn you into a lovely little replica of your mother…” Rarity uttered. At her silent command, many tendrils emerged from her body and grew sharp needles at their tips. On que, they all surged forward and pierced Flurry’s body in each of her limbs, as well as her breasts, stomach, sides and lower back. Barely a tired moan escaped the still-zonked mare as large bulges travelled down the tendrils’ length and were pumped into her. 

“Oh, Malachite?” Rarity called out to her trusted minion even as her appendages were reshaping Flurry’s body. “Do make sure no one interrupts me for next few hours, will you? I want to savour what I’m about to do.”

“Yes, My Lady.” The mish-mashed monster answered with a bow before turning to stand at attention at the statue’s doorway. The slime wall blocking the exit melted away, but one look at the stern expression of the beast guarding the entrance was all the guards outside needed to know that none were to enter. Satisfied at her will being imposed, Rarity looked down at her newest plaything and almost squealed with malicious delight. From each place an injection had occurred now grew a truly massive breast. Her keen eye evaluated each mound as a Q cup in size, with Flurry now sporting fourteen in total. All six of her limbs and fattened and turned into another tit, each topped with an eternally leaking, inverted nipple.

“Like mother, like daughter.” Rarity mused, repeating what she had promised the princess earlier. Deciding it was time to end this little nuisance and all her companions once and for all, tentacles of slime wrapped around Flurry’s mostly hidden body and carried her down the now opened hole in the floor Rarity had created. Like a drop from a slowly leaking tap, Rarity lowered herself and her newest prize down to her private pleasure cavern, where the other three intrepid adventurers were held. Each of their sexual tortures were paused as Rarity landed, her tentacles holding the slowly stirring alicorn up like a trophy. “Oh girls?” She triumphantly called out in a sing-song tone. “Look who’s come to ‘save’ you.”

As one, all three looked up and a mixture of shock, horror and fear crossed their faces. At the same time, Flurry finally opened her eyes, seeing not only a large portion of her vision taken up by walls of white titflesh, her titflesh, but also the looks of despair in each of the other mares’ eyes. Tears began welling up in the sorrowful expressions of Starlight and Zap, and the alicorn felt the sting behind her own eyes before the water began to stream down her cheeks. One could taste it in the air; the swift disappearance of hope.

“Well now,” Rarity went on, gesturing for the other three to come closer and the walls of slime contracting to make the cavern’s mistress’ request a reality. “Now that we’re all reunited, I suppose there’s only one thing to do: allow the four of you to drown in pleasure together! Oh hohohohoho! Oh, I’m so generous, aren’t I, Darlings?!”

Tendrils emerged from every conceivable angle to aid their mistress’ ambition, surging towards the four prisoners. Most rushed towards and looped around the bloated breasts of Flurry Heart, holding her up off the ground. More injected even more of the same corruptive substance into the alicorn as before, expanding them regardless of the panicked, lust-tinged cries of their owner. Said cries became muffled as the breasts grew larger enough to obscure the pony attached to them from sight. To any outsider, it would simply look like a mass of white breasts, each the size of a large caravan. Each of the hidden, fourteen nipples continued to spill milk endlessly, adding to the obscenely erotic display. Such a display was too much for Starlight Glimmer to witness.

“Rarity!” She called out desperately, earning the corrupted unicorn’s attention. “Please, stop! Do what you want with me, but please leave Flurry alone!”

“It’s far too late for that, Darling.” Rarity replied with a dismissive tone and a flick of the wrist. Said hand gesture summoned a bright red ball gag from the wall of slime, which flew over and firmly attached itself onto Starlight’s face. Her pleas for mercy now muffled, the busty unicorn was dropped to the floor, though her arms remained bound in slime behind her back. The tubes siphoning her milk disconnected from her nipples, allowing her lactose bounty to splash to the slimy ground before her. Those tubes instead connected to the ground and, in a cruel manner, ‘walked’ towards the mass of titflesh her niece had become. She was being dragged closer by her nipples, and the strain on her new chest wombs, already filled to the brim with her own milk, was both painful and exquisite. Coming to a stop before her nieces’ chasm-like cleavage, the tubes then disconnected from the ground and reattached themselves to her nipples, resuming her perpetual torment.

“Besides,” Rarity went on, caressing one of Flurry’s massive milkers as slimy tendrils snaked inside to each inverted nipple. “I promised to make her more like her mother, and that’s just what I’ve done.” Starlight thought that, with everything she had been through on this mission, there could be nothing that scared or shocked her anymore. But that admission from Rarity made her eyes widen like saucers. The idea that Princess Cadance had been turned into something like this? And now Flurry was suffering the same fate? Shock upon shock. Horror upon nightmare. The tears flowed unbidden, even as Starlight’s bosom grew tighter and fuller with her milk being pumped out and then back in again.

“And it’d be rude of me not to allow you an opportunity to sample what our dear princess here is producing. After all, there’s still one slit of yours that’s unfilled.” Before Starlight could offer a inaudible plea to stop whatever Rarity had planned, the slimy tendrils connected to six of Flurry’s teats merged into one before reaching around and plunging into the unicorn’s original vagina. A muffled cry of pleasure escaped the mage, as her nieces’ milk began flowing down the tubes, up through her birth canal and into her womb, slowly filling it up and leaving her writing in place.

“Damn it, Rarity, stop it!” Vinyl yelled as tentacles pulled her towards Flurry Heart’s rear. Her feet dug into the ground as much as she could manage, but her efforts were in vain as the DJ was positioned in such a way that the central dick of her three was slowly inserted into the cleavage of breasts that had once been the alicorn’s legs. “You’re making a big mistake!”

“No, the only mistake made is that I got you instead of your more properly musically inclined marefriend.” Rarity shot back, cutting Vinyl to her core. “It’s a shame she’s serving as a member of Empress Talvira’s personal harem, but at least she isn’t complaining about her fate like petulant child like you.” 

“…G-Go fuck yourself!” Vinyl shouted, tears watering up her magenta eyes. Anger and heartbreak battled for control of the white unicorn’s features, a battle which drew another bout of laughter from the corrupted fashionista. 

“Oh, now that’s a good look on you, Darling. So fierce, so hurt. While I do approve of Photo’s changes for you, there is one change I would have preferred. Let’s correct that, shall we?” 

Two injections pierced the music note-marked ass cheeks of the DJ, pumping in fluids similar to Flurry’s transformation. The changes were noticeable immediately as, with each bulge that entered her body, Vinyl felt her thighs and ass grow bigger and bigger. Much like Bonbon’s had the morning after her arrival for the quest. Her thigh expanded until they forced her balls away from her pussy and finally met, erasing any evidence of a thigh gap. Meanwhile, the globes of her ass grew to such an extent that she could feel those soft cheeks curving upwards against her back. Vinyl couldn’t properly turn around to see it, as two slimy limbs began whipping her expanded backside. The impacts not only unleashed a yelp of pain from the musical mare, but also forced her to thrust her hips forward in an attempt to escape the pain. This pushed her central cock deeper into Flurry’s cleavage. While this occurred, Rarity laughed darkly as two more tubes engulfed Vinyl’s other two cocks before their other ends plunged themselves into the DJ’s pussy and asshole; effectively helping her fuck herself.

“And then there was one.” Rarity hummed as tentacles lifted Zap up into the air. The once brave Apple mare was now doing her best to squirm as far away from the nightmare, though it was for naught. The tight ring of slime at the base of her cock buzzed once more, seizing her body up and drawing her close enough for Rarity to take the pegasus’ chin in her hands. 

“Oh, if only your whorish parents could see you now. But I’m glad I can get at least one of you Apples. Now you’ll pay for that chromatic bitch stealing Applejack away from me!” 

As she spoke, Rarity’s voice rose in anger, and by the end she was essentially shouting in Zap’s face before flinging her back. She was carried around to Flurry’s front, above the moaning Starlight, before two of the tubes siphoning the princess’ milk merged and rammed themselves into Zap’s mouth. Instantly, her throat was flooded with alicorn dairy, forcing Zap to swallow all of it if she wanted any chance at breathing. After a short while, the tubes retracted, spilling their contents over the flier’s face and chest. A chest that suddenly felt very heavy against her stomach. Looking down, Zap’s eyes widened at the now massive pair of breasts now hanging off of her ribcage. Based on the size alone, she had to assume they were L cups, and looking up, she saw the remnants of a blue glow vanish from the smug face of Rarity.

Before she could even process a response to this latest modification to her body, Zap was then thrust within the yawning cleavage before her. The white boobs feel both soft yet firm, the milk within pressing tightly against Zap, but especially on her expanded breasts and cock. Soon, she finally came face to face with the mare these massive mammaries were attach to. Flurry’s face was covered in a deep blush, the pleasure clearly affecting her. It broke something in Zap’s heart, seeing this strong mare she admired so broken. So devastating was this sight that Zap didn’t realise the tendrils were repositioning her until it was too late, and her cock was pushed into Flurry’s tight pussy. Both mares groaned passionately at the intrusion but more so the pegasus, given the ring of slime denying any form of release still gripped the base of her shaft tightly.

“F-Flurry! A-Ah-AARGH! Mmf! Ah-Ah’m s-sorry!” Zap sobbed as she was forced to fuck her friend. Flurry only offered sobbing pants of pleasure as a response; her own face also tear-streaked as the two suffered the fornication whilst hidden beneath her breasts.

“Oh, how positively fabulous! You all look ravishing, Darlings!” Rarity laughed from the outside, relishing the orgy she had created. Starlight sobbing on the floor with her belly and breasts looking fit to burst from all the milk being pumped into her. Vinyl’s expanded ass bearing the red marks of continuous whipping while she fucks both alicorn cleavage and both of her own holes. And the two younger mares; Zap fucking her new-found crush, while Flurry sat there like a berry of breasts fuelling it all. “Oh, how marvellous you’ve turned out, Flurry dear.” She cruelly hummed as she parted the breasts to look at the two mares engaged in forced passion. “It’s truly as shame I have to send you to Canterlot so the Empress can have her way with you, but at least you might get to see your parents. Then, that way, Canterlot will have two beating hearts filling their milk reservoirs.”

It was a miracle Flurry heard Rarity at all, given everything happening. Her mind was becoming mush, filled with nothing but the pleasures this level of existence could bring. But, for whatever reason, Rarity’s taunting snapped her back to reality. And that reality scared her. Her body changed into a mockery of its former self. Her close friend being forced to fuck her, with that hard meat stick even now scraping against her insides. And the implication that this was what had become of her mother. That Princess Cadance had spent decades since her disappearance existing like this. In the fog of her lust-addled mind, that same, pink star shone a light of clarity. One last light of hope. 

So, when Rarity parted her breasts and leaned in to bask in the sense of shame and defeat emanating from the princess, instead she found a defiant alicorn mustering all of her potent magic for one last strike. The Nightmare’s draconic eyes widened at the sight, realising what was about to happen, but it was too late. A brilliant beam of golden magic erupted from within the mound of titflesh, blasting Rarity off her feet and into the ceiling and wall with enough force to knock the malicious mare out cold. All at once, the tendrils of slime went slack and melted off of the four mares. They all fell to the ground, though Zap remained stuck within Flurry in terms of both her pussy and her breasts and the mounds landed with a soft thud.

For five minutes, no pony moved. Nothing was said. All present simply laid motionless save their chests heaving for breath. Eventually, it was Starlight who began to stir first. Mostly because of the immense amounts of milk now literally gushing out of her three vaginas. She moaned loudly as it happened, but eventually regained enough of her wits to see everypony else was completely spent. On the ground by Flurry, she saw the alicorn’s bag and, from its open latch, the reformation gems within. Looking back as quickly as she could to see the prone, unmoving form of their tormentor, the unicorn acted swiftly, not knowing how much time they had. Her aqua magic encompassed three of the gems and shot them across the cavern before coming into contact with Rarity’s ebony body.

As with Applejack and Pinkie Pie before, the light of the gems illuminated the entire cavern, forcing Starlight and Vinyl to turn away or shield their eyes however they could. When the glare faded, the monstrous nightmare was nowhere to be seen. In her place lay an unconscious, alabaster unicorn with a coiffed purple mane and tail. She appeared taller than the average pony, Starlight thinking her height comparable to that of the royal sisters. She seemed to retain the slim, hourglass body shape from before, though that was far from all that carried over from her corrupted form. Her horn seemed twice as long as the average unicorn, whilst on her bare back was a pair of vestigial white wings. The only other marked change was on her cutie mark. While the glowing pink heart emblem that had been branded over it was now gone, the three diamonds were now encircled by a white crescent moon upon a black splotch of night sky.

As Starlight struggled with the implications of what that meant, on top of the sensations she had barely survived with her sanity intact, a small white light escaped Rarity’s body and shot upwards through the cavern roof. It phased through the statue above and soared into the cloud cover before, as with the previous reformations, a massive hole in the pink canopy opened up. For the first time in nearly twenty years, sunlight shone down unhindered over the city of Manehatten. Many of the monsters and diamond dogs around town shielded their eyes from the sudden, unfamiliar brightness, while the slime that had engulfed most of the city began to sizzle and evaporate. Its task seemingly done, the light then rocketed back down through the statue and back into the cavern where it merged to the blade of Flurry Heart’s sword, fallen to the ground following her modifications. The light dimmed and, upon the blue blade, rested a purple diamond jewel.

The Element of Generosity.

A similar light shimmered around the massive mammaries and, mercifully, the flow of milk seemed to lessen. But the size of the breasts remained consistent and, deep within the white bosom, the pressure from the already built-up milk pressed in against the two mares hidden from the world. The two remained connected at the groin, leaving Zap’s newly grown chest to wrap around her body along with Flurry’s. The alicorn’s wellbeing, however, trumped any issue plaguing the flier. Flurry was a blubbering mess. Sporadically laced within her cries of shame and anguish were quiet apologies to Zap, Starlight, her mother. Anypony she could think of, Flurry was begging for forgiveness.

“F-Flurry?” Zap called out, though she must not have heard, as she continued her sad display. “Flurry!” This time, the princess heard her, and was instantly snapped out of her sad spiral to look at her friend. In that moment, Zap had never seen her look so… fragile. She sighed, and shimmied as close as she could, almost nose to nose.

“Flurry, Ah… Ah know things look bad now, but… b-but…” She struggled to find the encouraging words to say, but Flurry gently shook her head.

“Zap…” she whimpered softly. “Look at me. Look at us. Don’t you get it? This is what they’ve done to my mom. She’s like this, Zap, and she’s been like this for years. I barely survived minutes! I… I…” The alicorn’s breath hitched, choking back a sob. “I, can’t keep-”

“No! Don’t you dare give up yerself, ya hear me?!” Zap practically shouted at her. It shocked her back out of the spiral again, and Zap softened as she struggled before finally moving one of her arm wings up and around to cradle the back of Flurry’s head.

“Flurry, you can’t give up. Yer the strongest mare Ah’ve ever met. Stronger than even mah ma. An’… An’ if…” Zap struggled with the words once more, but one look at those vulnerable blue eyes and her strength returned. “An’ ifn’ ya need somepony for when yer not… then Ah’m here for ya. Fer however long ya need.”

“…Z-Zap…” Flurry stammered, a blush finding its way back onto her face, but for a far purer reason than the recent transformations and sexual assault. The feelings she felt during her progression to the statue re-emerged and, without the willpower to resist it, she stretched her neck as far forward it would go. The shock that Zap felt in that moment eclipsed any feeling the young Apple had ever experienced, good or bad. But, once she realised what this meant, she pushed back and returned the favour.

Within the smothering confines of Flurry Hearts cleavage, the two mares shared a soft, yet passionate first kiss.
> Chapter 19: Sombre Farewells
> --------------------------------------------------------------------------

How long Dinky remained unconscious for was a matter up for debate. She remembered, thanks to the slight ache of her horn, that she had teleported. Opening her eyes once more and slowly pulling herself to her feet, the blonde unicorn took in the dilapidated sight of her old bedroom. The bed was a mess in more ways than one. Drawers are emptied and toppled over. The cupboard doors were torn off their hinges. Any and all of the few valuables she had stored here were gone; either taken by her to the Crystal Empire, or pilfered by the monsters that had ransacked it.

The sight of it all weighed heavily upon the unicorn’s shoulders and soul, and her growing despair caused her to look down and inadvertently catch another glimpse of the weight upon her chest. Her old home was wrecked. Her mother was still missing, as was Rumble, and even her own body had been twisted into a mockery of the female form. It all felt too much at that moment, and the tears broke through. Dinky didn’t care she was in enemy territory. Her emotions overwhelmed her as she brought her hands to her face, unintentionally pressing her elbows into her bloated bosom.

Dinky felt like she had been crying for hours by the time she finally felt some semblance of emotion control re-emerge. It couldn’t have been though, given the analogue clock in the corner not only wasn’t stolen or smashed but also still operating after all this time, revealed no more than twenty minutes had passed. Taking a deep breath, she shimmed over to the wall before using it to help her back to her feet. 

Leaning against it for a moment, she looked down at the source of her new balance issues. As much as she hated what had become of them, and the individual responsible, Dinky couldn’t deny it felt… good when they were caressed. Absentmindedly, her hands slowly rose up to the undersides of her breasts. They gently skimmed up towards the summits, but reason and logic reasserted themselves the moment her fingertips made contact with her areola. Despite a flinch and a moan that felt concerningly sensual, Dinky pulled her hands away and slapped her cheek to smack the smutty thoughts out of her mind.

“C’mon, Dinky,” she quietly chided herself. “Mom and Rumble are missing and you’re thinking of…” Again, she shook her head as she began pacing. “No! Okay… We… we need to keep going. If Mom was here, there might be a clue or something to find her, right?” Silence answered, souring the mares’ mood. “Fine. Let’s just get on with it.”

Dinky walked over and opened the door to the upstairs hallway. Her determination, or potentially her chest, blinded her to whatever was on the floor. The soft something slipped under her weight, and mare fell forwards. Thankfully the wall wasn’t too far away, but she made contact with it tits first. The sudden pressure against her sensitive nubs was enough to blank the unicorn’s mind, however briefly. Standing pressed against the wall, she was left panting to regain her breath before turning to glare at the guilty item. Said item was a pair of racy purple panties, ones she recognised as an old pair that had belonged to Sparkler.

Gingerly moving away from the wall, Dinky continued the slow search of her home, looking for any sign that could give her a lead on her mother’s whereabouts. As she searched, however, she kept one arm cradling her chest. Partly to ensure it wouldn’t distract her, or so the arm could take the brunt of any further impacts. But the unicorn couldn’t deny there was some small amount of… comfort, in just holding her melons close. Perhaps the pressure, or the mere sensation of someone holding them. 

Regardless of these feelings, her search was proving futile. Each room she entered was as badly ransacked as her bedroom, if not more so. The lounge room and kitchen had become a land fill of broken or discarded plates and pans, while the carpets and couches were long since stained thoroughly with substances Dinky dared not even guess. The cupboards and guest room were emptied of any and all valuable items. Back upstairs, Sparkler’s bed was even more stained than the couches, and Dinky nearly gagged at the sight of it. And as for her mothers’ room, it all to well resembled something out of a bad porno; with stains, sex toys and graffiti destroying the welcoming image of a room she used to feel safe in.

The lack of evidence made it clear to Dinky; nothing here would aid her in finding her mother. The thought of that kind pegasus suffering nearly broke Dinky’s dam walls, but she controlled herself this time. She couldn’t afford to wallow while her mother was still a prisoner. These thoughts then led to those of Rumble’s mother, also missing, and then to the young stallion himself. Here she was pitying her changes and fortunes when Rumble was literally turned into a demon.

“I have to find him.” She thought out loud. She needed to save him; she was the only one that could. If she could just get him back to the Crystal Empire, there was a chance he could be reformed.

The sound of wood being smashed shattered those idealistic thoughts.

It came from downstairs and, as quietly as she could, Dinky snuck over to the top of the stairs to find out what caused the sound. She had to cover her mouth, as the two burly cyclopes from before were scouring through the wreckage downstairs. Dinky dared to move over to the window and peaked out, finding both Voyette and a more sedated Rumble standing beside her. 

Despite the desire to call out to Rumble, she needed to focus. It was only a matter of time before those brutes found her, and Dinky knew the odds weren’t in her favour. Plus, there was something about how Rumble stood, and the look in his eye, that suggested she couldn’t count on him. Not right now, anyway. Her mind racing, she slunk back to the top of the stairs and saw the monsters still scanning for her, large clubs at the ready. Taking a few reassuring breaths, Dinky waited for the right moment to strike.

That moment came when they stopped to converse at the bottom of the stairs. As fast as she could, Dinky lit her horn and fired near-full strength blasts into the fiends. Both fell to the floor instantly, a new hole adorning their head as they hit the ground. Dinky didn’t stick around to watch, however. If the sudden advent of hurried footfalls downstairs meant anything, it meant that Voyette and Rumble had just entered, and she had little time. Running back into her mother’s room, the unicorn encompassed the bedside table in her golden aura and flung it through the window before burying herself in a pile of old, torn clothes in the walk-in wardrobe. Within seconds of her hiding, an agitated Voyette ran into the room, then to the broken window, with Rumble close behind.

“Argh, damn it!” The she-demon shouted, punching the wall next to the window.

“I shall go after her at once, Mistress.” Rumble asked. The tone in which he spoke scared Dinky. This wasn’t the confident, sometimes arrogant, but fearless colt she’d known since their school days. His voice carried no compassion; only obedience and an annoyance he shared with this monster he now apparently served. Dinky kept one hand firmly clasped over her muzzle and barely breathed, while the other held her bosom tight against her pounding heart.

“Don’t bother,” Voyette snapped back, the succubus running a hand through her ebony hair. “Your little friend is smarter than you. I imagine she wants us thinking she’s on the run, but with tits that big, she wouldn’t make it far. No… This is a distraction.” As the crimson demonette scanned the room, Dinky held her breath. Sweat was beginning to flow, as fears ran rampant she had made the wrong choice.

“She’s clearly teleported out of here and, if what you’ve told me already is true, then she’s probably trying to jump back home with her tail between her legs. Rumble, head to Town Hall and let that pompous pig Nonag know there’s a runaway in town. I’ll fly ahead to the north end of town to see if I can cut her off.” Without another word, Voyette opened her black bat wings and took flight through the window. Rumble followed suit, but while his mistress kept flying north, he veered to the right somewhat.

For minutes after they left, Dinky did not move. She barely breathed. Her heart was pounding in her ears as she thought the moment she moved would be the moment either of them return and discover her. But, as time stretched on, the hidden mare finally released the breath she’d been holding and slowly emerged from the wardrobe. Once she felt her heart rate drop, she knew what she had to do. It would obviously be risky. Sparkler would have called her insane for even thinking it, but she had to.

Moving as carefully and quickly as she could, Dinky descended the stairs, passed the monstrous corpses she had made, and rushed out into Ponyville after Rumble.

Knowing he was heading to the town hall was a big help but, even then, it wasn’t easy. Her breasts kept swaying with each hurried step, or slapping against her torso. Once again, she was forced to hold her mounds tightly against her chest, and did her best to focus on the task at hand instead of how nice her tits felt contorting like water balloons. As she dashed from house to house, she also had to stop and hide as more monsters walked by on patrol. One time, she saw a bipedal rhino monster walking a mare like a pet. Dinky had to stifle a gasp when she saw that pet was Twist, another old classmate. As much as it pained her not to help, she knew it’d do her no good to step in now, so she let them pass without incident. This pause, however, began playing on her nerves. There was no way of knowing how long Rumble would remain at town hall, and if he wasn’t there… Dinky shook those negative thoughts out of her mind. She had to reach him, and there was only one way to do that with enough speed to reach him. 

So, taking a deep breath and focusing on her destination, Dinky lit her horn and made the jump. 

As with her jump how ever many hours earlier, the pain riddled her mind as the instantaneous jump felt stretched to an eternity. Thankfully, this jump seemed shorter than her last one, though she landed on a hard floor with a searing pain in her horn. Wincing a moment before opening her eyes, Dinky found herself in a dark and dusty store of some kind. Memories of what this place used to be danced on the edges of her memories as she sat up in the ruined, seemingly abandoned shop, but the noise from beyond the windows caught her attention more. Cautiously, she crept up to the window and felt her eyes widen at the depravity before her.

The open area surrounding the hall retained the usual hustle and bustle Dinky remembered from before Equestria’s fall, though now it had far more militant and erotic themes. If it wasn’t armoured monsters marching along to Celestia knows where, they were walking their pony slaves like Twist had been earlier. That was, if they were being walked at all, as the unicorn noticed a mare being held up only by the cock in her pussy and the cord connecting her collar to that of her canine owner. Further in, there were stands where ponies, mare and stallion alike, were being sold like property to the gathered crowd. Finally, and perhaps most frightening of all, were the mares that were trapped in wooden stocks; serving as little more than communal cum dumpsters.

As the horror of what had become of her town sank well and truly in, Dinky noticed movement at the hall building itself. On the outer porch, she saw Voyette landing, being met by Rumble and a rather rotund pig monster dressed in overly elaborate clothes. Like the other monsters in town, the pig had a pony pet; this one Mayor Mare, who stood on her hands and knees with a giddy smile that unnerved Dinky. After a moment or two of conversation, Dinky’s quarry took flight again, and she had to move so she could spy their intended destination. When she saw where, her blood froze.

Canterlot.

The city seemed shrouded in a pink haze that mirrored the clouds high above, but there was only one place worth visiting on that mountain and it was Equestria’s fallen capital. As Dinky sat back down out of sight of the window, she pulled her knees up to her chest and dropped her head. Ignoring the fact this forced her breasts to pillow out around her thighs and up to meet her face, keeping it from her knees, the blonde mare despaired. How was she supposed to make it to Canterlot? Her teleportation attempts, and the couple of days since she and Rumble left the Crystal Empire as a whole, were entirely luck based up to this point. It had nearly run out for her back at Rumble’s place, and it had run out for him. There was no way Canterlot wouldn’t be far worse than what Ponyville had already proven to be, and she was all alone. She couldn’t go up there, right?

But… Rumble was up there. She had sworn to herself she’d bring him back to the Crystal Empire, to heal him. And, for all she knew, her mother could be up there as well. She certainly wasn’t in Ponyville, and she doubted she would find her up in Cloudsdale at this rate. She had already come this far, but what that progress had cost?

As these thoughts swirled round and round in her mind, Dinky looked up in the darkened store and asked the million-bit question.

“What do I do now?”





Exhausted panting filled the underground cavern as the last few remnants of slime hissed while they evaporated. Large expansions of flesh rose and fell as the poor ponies attached to them tried regaining their breath. Starlight shook her head before double-checking the prone form of their former tormentor. Though she hadn’t moved from where she landed, Rarity’s body showed the tell-tale signs of breathing. Relief flowed into Starlight’s system, but the unicorn was filled with dread looking back upon the party. Vinyl was just starting to regain her senses as the cum that had been building up slowly tickled out of her three log-like schlongs, while both Flurry and Zap were buried somewhere within the alicorn’s enormous cleavage.

This led to Starlight gazing upon her own corrupted form as she used her magic to help keep her balance while standing up. There, she saw the large N cup breasts hanging off her ribcage, the undersides reaching down to her waist. The nub-like peaks at their summit were still spilling litre after litre of milk, while the same occurred from all three of her slits; trickling down the slope of her boobs and the length of her thighs. Finally, there were the “fashion choices” Rarity had made for Starlight. The reverse bunny girl suit and the ball gag reducing her to muffled murmurs. Annoyed at being robbed of her speech, she reached up to try and remove it.

Her hands never even made contact. Being so adept at spellcraft, Starlight was able to detect when the gag siphoned some of her magic to keep her hands away from it, and even push them away. They landed on her chest, and the sensation alone was enough to cause the unicorn’s mind to blank for a moment. The pleasure… oh that pleasure that flooded Starlight’s mind…

“…S-Starlight…!” She felt the milk squirt out with greater force with each tug of her nubs. The endless reservoirs within her chest always had more to share, and felt so sublime when they were used.

“STARLIGHT!”

The calling of her name snapped the mage out of her lustful daze. Shaking her head, she looked up and saw the blushing Vinyl looking at her with desperation in her eyes. Despite her only intention of looking at her face, Starlight couldn’t resist sneaking a glance at the three massive shafts of stallionhood regaining their firmness at the sight of her. Again, she shook her head in an attempt to get off that train of thought, and looked down, discovering with horror what she was doing. One hand was cradling a still-leaking nipple on her massive melons, while the other milk-stained hand had paused on the edges of her tit slit. The implications of this terrified Starlight. From her little milking session before the Pie family farm, she knew this was exciting her more than it should, her bosom being so “blessed.” But the thought that she was moments away from losing her sanity to the lust, and it being that easy? It scared her beyond words, almost on par with the future of utter desolation Twilight had once shown her.

“Starlight!” Again, Vinyl shouted, and Starlight looked back up at the white unicorn. The frustration on her face melted at the mages’ expression, and her own showed empathy. “Starlight, you still in there?” Taking a moment to regain her breath, a matter hampered by the ball gag clogging her mouth, she nodded as she once again staggered to her feet. As she used her magic to help her stand once more, the tingling of the aura on the underside of her bosom threatened to steer her mind back towards oblivion, but she held it off by focussing on Vinyl as she slowly walked closer.

“Okay, don’t scare me like that.” Vinyl sighed, raking a hand through her electric blue mane. “Look. I know both of us are pretty fucked up, but I think we agree they need fixing more, right?”

One look at the bushel of caravan-sized breasts was all the convincing Starlight needed. With her magic, she gathered the remaining seven gems and floated four of them into Flurry’s bosom. The light of reformation shone out in the cavern once more and, when it died down, the pair of unicorn’s beheld the gems work. Flurry’s breasts had shrunk, but nowhere near as much as Starlight had hoped. The sizes seemed above standard cup sizes, but if she had to guess, Flurry now rested at W cups. They were still large enough to fit a full-sized stallion within them. Thankfully, other corruptions had been healed. No longer were Flurry’s nipples hidden within her breast, nor were they generating milk at the same insane rate. Finally, four of her mountainous mounds were transformed, restoring to the princess her arms and legs. Said legs were still hidden by some of her other ten breasts, but at least there was the potential for movement.

Within the cleavage, Starlight saw a few chromatic feathers, and used her magic to gently pull Zap out. Within, soft grunts could be heard, urging the mage to pull faster. Zap finally re-emerged, though her face was scrunched up in exertion. The reason why was revealed as, upon landing on the floor, ropes of erupted from her above-average length fuck stick. The thick foal batter arched up before landing either on the chasm of Flurry’s cleavage, or back down onto the pegasus herself. Worried for Zap’s sanity, Starlight forced the last three gems the group had onto the young Apple.

After the light faded away, a small modicum of relief washed over her. Zap’s cock, now beginning to wilt following its eruption, shrank to about half it’s size. So too did her testicles, now at an average size for most stallions. Her breasts also shrank somewhat, though nowhere near as much, resulting in her having roughly K cup-sized orange melons. But the most striking detail was her limbs, mane and tail. They were normal. Whatever had caused the transformation in the tunnels had now been reversed, returning to Zap normal pony arms and legs, while her feathers had shifted back into the same prismatic hair she shared with one of her mothers.

“Ugh…” Zap moaned as she began to stir from her refractory period. “W-What happen’d?” She looked up at the hopeful looks from Starlight and Vinyl, then scratched her head, which led to the shocked but happy realisation she had hands again, then looking up to the bloated white breasts still before her.

“Flurry!”

Zap struggled to her feet, aided a little by Starlight, before rushing around. While Flurry was still hidden from sight in front or from behind, side on she was able to see, and the pegasus rushed in to hold her hand. If Flurry showed any distress from her present state, or how Zap was leaning against the large breast on the princess’ right side, she didn’t show it, instead displaying a small, fragile, but genuine smile at the flier. A muffled sound called Flurry’s attention to the other two members of their group, and her tearful blue eyes widened at the sight of them.

“A-Are… are you two okay?” She asked before a choked chuckle escaped her. “What am I saying? Of course we’re not okay.”

“Hey!” Zap called out, regaining Flurry’s attention as her grip on that white hand tightened. “We’re still here, alright. Don’t go writin’ us off like that.”

“She’s right,” Vinyl added, while Starlight nodded as well. “As long as we’re still sane, we’ve still got a shot at pulling this off…” The DJ’s gaze looked down at the incredibly inadequate “clothing” the non-alicorn ponies were wearing, pointedly trying to ignore her own corruptions. “Now, how about we try pulling these dumb clothes off, huh?” Each mare moved back from Flurry as they tried to take off Rarity’s “gifts” Despite regaining her fingers and opposable thumbs and possessing Apple family strength and tenacity, Zap seemed incapable of removing her skimpy Wonderbolts facsimile. 

Vinyl should have had it easy for her top, but no matter how she pulled and tugged, the fuzzy pink crop top refused to budge. Vinyl moved on to try her denim shorts, but that challenge seemed even harder. By some kind of erotic dark magic, the short shorts had remained in tact despite the ludicrous expansion of the DJ’s ass. They more resembled a denim thong that covered nothing. As Vinyl struggled to remove them, however, her arms brushed against her ass, and then her multiple breasts. As she worked, the cocks her nipples had become began to harden, as did the three tree trunks attacked to her pelvis. Vinyl’s breath grew shorter, and eventually her struggles to pull the shorts off morphed into rubbing her hardening shafts.

“V-Vinyl…? Vinyl!”

The shout snapped Vinyl back to reality, seeing both Flurry and Zap staring concernedly at her. Immediately, she raised her arms up above her head, allowing her breath to slow as the gravity of how close she just came sank in. But a moan sounding out nearby revealed she wasn’t the only mare struggling.

As Vinyl had been struggling to control herself, Starlight had also been trying to pull off the sexy inverted bunny mare costume she had been saddled with. Whether it was her time being captured by Rarity, or if she just wasn’t as physically strong as other mares, she seemed incapable of pulling her attire off. Even her frustrated groan was muffled, and the annoyance of that led Starlight to attempt ripping the gag out of her mouth once more. Sadly, like earlier, the sex toy siphoned her own magic and flung her hands down onto the curved surface of her titflesh. Again, her mind went blank and her hands moved on their own. Her legs shook, then buckled as she fell onto her flanks as one hand pulled at her leaking teat for all her worth, while the other slid down and began stroking the dairy-stained vulva adorning her areola. As a moan escaped her gagged mouth, the other three mares finally noticed her situation, as more and more of Starlight’s mind began being swallowed by the rising tide of lust. With Vinyl having only just survived her encounter with desire, and Flurry immobile and thankfully unable to see what was happening, it was left to Zap to solve the issue.

“Quick!” She called out, turning to Vinyl. “Y’all have more o’ them fixin’ gems, right?”

“N-No.” Vinyl shook her head, both as an answer and to shake off any lingering arousal despite the scene developing before them. “I… I think Starlight used them all to fix the two of you.”

Zap looked back, seeing Starlight edging herself closer and closer to climax. Ignoring how hot this looked, she rushed over and smacked the unicorn in the head with a closed back fist. Starlight stopped moving, as Vinyl gasped horrifically at the action.

“What the Tartarus are you doing?!” She shouted, but Zap ignored her and checked on Starlight. Thankfully, as she had hoped, the mare was unconscious, but alive.

“W-What’s happening?!” Flurry asked from behind her wall of fleshy cushions.

“She’s fine, jus’ unconscious.” She explained as she pulled Starlight’s arms away from her chest, doing her best not to gaze upon those milky mammaries for too long. “Ah had t’ stop her from fondlin’ herself into a slut, an’ with no gems, this was all Ah could think of.” She stood, carrying the unconscious unicorn over to Flurry’s side, so she could see her aunt. Zap turned to see Flurry on the verge of an emotional breakdown, and gently took the alicorn’s hand. “Flurry… Starlight was about t’ lose herself. Ah… Ah couldn’t let that happen. If she fell… Ah didn’t want you t’ go through that. Not after all this.” Nervous butterflies somersaulted in Zap’s stomach as she anxiously waited for Flurry’s response. In the end, the princess said nothing, but gripped back tighter to the orange hand, and nodding with a small but grateful smile that defied the tears glistening on her cheeks.

“RRAAAAAAAARRRGH!”

The monstrous roar reverberated in the cavern as the three conscious mares looked up. There, falling through the hole Rarity had left open, dropped a monster. Fortunately, or perhaps unfortunately, it landed side on to Flurry, and she immediately recognised it as Malachite; Rarity’s apparent second in command. With a closer look, she saw the irritated twitch of it’s octopus-like lower half, the muscular pony torso beneath an ebony armoured sash-shoulder pauldron combo, and the anger in the unsettling eyes of its ram head. With one hand now holding a dark iron mace, Malachite lifted the other to point at the gather ponies.

“What have you done with my Lady Nightmare?!” A masculine voice bellowed. Flurry was frozen on the spot in more ways than one, but Zap was quick to read the situation and immediately positioned herself between the two. The rainbow-maned flier didn’t answer, but instead raised her fists in a boxing posture; a clear sign of her readiness to throw down. Malachite merely answered with a growl and raised his mace as he prepared to charge.

“Stop this instant!”

As one, everybody in the cavern froze. Eyes widened as they recognised the voice. Malachite slowly, stiffly, turned to look behind him, as the gathered mares did as well, at the voice’s owner.

There, only just regaining her composure and wearing an expression that hovered between pained and firm, stood Rarity.

“M-My Lady?” Malachite stuttered, lowering his weapon to give the reformed unicorn his full attention. This attention included his eyes bulging at the sight of her, and his limbs and lips drooping in shock. “…W-What happened? Did… What have they done to you?” That last question was added to with an accusatory pointed finger at Flurry and Zap.

“They’ve… They’ve saved me, Darling.” Rarity sighed as she slowly walked up to the monster, not noticing or caring for his discomfort as she appeared… morose. “They’ve… ahem, they have opened my eyes to what I had become and… and I…” Zap watched on with mixed emotions as the mare who, for the last hour or two, had been sexually tormenting her, now seemed to emotionally struggle to link together sentences. But the unicorn took a deep breath and looked back up at her subordinate; an odd sight to Flurry given she had towered him earlier.

“I lost, Malachite.” She finally stated, forcing herself to look him in the eye. “I lost. Flurry Heart managed to defeat me and win her little challenge. But, more importantly, I lost… to myself…” Malachite tilted his head in confusion, but remained quiet and allowed Rarity to continue. “Back when Talvira conquered Equestria, my friends and I were unable to stop her. We lost then, and then I lost my will to fight. I lost to the lust, to despicable urges, and… that’s something I shall have to live with.” A small sniffle escaped her, but she pressed on and placed a hand on the monster’s shoulder. “Go now, Darling. Let everyone know I lost. Take all the servants we have and leave Manehatten. Immediately. This is my last order to you.” 

Malachite took all of this in, the shock on display evident for all to see. His eyes darted back and forth in thought as the order sunk in, but one look at those now normal blue eyes was all it took for a sigh to escape, and he bowed, answering with “As you wish, My lady.” He turned and, sparing a look at the still on-guard Zap, moved beneath the gap in the roof. Bulges formed on his back before he grew large, bat-like wings and prepared to fly out.

“Malachite?” Rarity’s call stopped him in his tracks, and he turned to look back at the regretful mare. “I… I’m unsure I’ll ever have the chance to say this again, but… I’m sorry I was never the mother you deserved.” For a moment, Zap fought past the shock that flooded her own system to see this statement rocked Malachite as well. He looked shook for a moment, before turning away and taking flight, leaving the mares alone in the cavern.

“…Wait. T-That thing was your kid?!” Vinyl’s question made Flurry and Vinyl jump, as she had shuffled her enlarged proportions around Flurry’s mass to see Rarity clearly. An impressive feat, given the size of her balls was forcing her to stand bow legged, as the lengths of her dicks rested against the ground.

“Ahem, yes, well,” Rarity stammered, rubbing both her arm and the back of her neck in a bout of nervousness. “It, it wasn’t by choice, I can assure you and… It’s far from the only mistake I’ve made.”

“Tell us somthin’ we don’t know.” Zap muttered, though one look from Flurry signified this wasn’t the time for snide remarks. Rarity merely accepted this jab, sighing and cautiously approaching the princess.

“Flur-I mean… Your Highness. I… I know I’ve done terrible things… and… I did enjoy doing them at the time. But, but now I can see clearly and… and…” The unicorn was struggling to speak, her emotions choking her words back. Though Flurry was still unsure of her trustworthiness, even she could see the earnest regret and shame on the fashionista’s feature and in the tone of her voice. 

“I’ve done terrible things,” Rarity went on, gracefully dropping to her knees, nearly obscuring herself from Flurry’s sight due to the bloated breast resting beneath her arm. “Things no pony should ever be forgiven for. I’ve said and done utterly awful things to you… to all of you…” She spared a sorrowful glance at the other mares gathered before returning her attention to the alicorn with a sniffle. “So… I… As Celestia is my witness, I am willing to accept whatever punishment you deem worthy, Princess.”

With that, she bowed her head, awaiting Flurry’s judgement. Inside the alicorn, a moral battle was being waged. On the one hand, Rarity had done so many awful things not just to her and her companions, but seemingly to so many other innocent ponies. Flooding their dreams with visions of sexual excess, and morphing their bodies into grotesque things of pleasure. Then there was all she had done to her specifically; impersonating and mocking her mother, modifying all of her friends on this journey one by one, and finally changing the alicorn’s own body into a horrific perversion of nature. All this threatened to rekindle the flames of seething anger that had burned brightly less than an hour ago.

On the other hand, Rarity was one of Starlight’s close friends, and one of her lost aunt Twilight Sparkle as well. The fact she was once a heroine of Equestria, like her aunt, could be the boost to morale the Crystal Empire needed. And, given the examples of Applejack and Pinkie Pie before her, there was genuine remorse and shame for what she had done. Flurry didn’t need to be an Apple to find the honesty in her words, but that didn’t mean she couldn’t double check.

“Zap,” she asked, immediately earning the pegasus’ full attention. “You’re good at telling when somepony’s lying. What do you think?” At this request, Zap slowly approached Rarity before kneeling down to look the unicorn in the eye. Determined maroon met tearful blue as she stared long and hard into those eyes, searching for any trace of deceit. Finally, the moment passed with a moody sigh from the pegasus.

“Ah don’t trust you one bit, an’ what you said ‘bout mah parents was downright wrong…” Rarity merely nodded at this, turning away as if she was physically struck. “But,” Zap went on, “Mah Ma always told me t’ be honest, an’,” She turned back to meet Flurry’s patient gaze. “She’s tellin’ the honest truth.” Rarity looked back up, stunned at the answer as Zap stood back up and returned to Flurry’s side.

“Alright then.” Flurry uttered, taking a deep breath herself. “Rarity. It’s true you’ve done terrible things, and it’ll still be a long time before I personally am willing to forgive you… But… you are one of my aunt Starlight’s close friends, and I should at the very least give you the opportunity to make up for what you’ve done.”

“Oh… Oh, thank you, Princess!” Rarity sobbed, practically prostrating herself before the alicorn. “I promise I’ll do whatever I can to make restitution.”

“Then you can start by helping get these ‘clothes’ off of my friends.” Rarity stood up, but her grateful expression morphed swiftly back into one of uncertainty and worry.

“Oh… well, I-I would absolutely love to, of course, but those garments are designed so only the wearer can remove them.” Zap was about to protest when Rarity raised her hands in an attempt to placate her. “B-But, I… I can modify them to be less… enticing, and more practical, if you like?”

“Yeah, right.” Zap shot back full of snark. “Like we’d want any more o’ your fashion nonsense. Right, Flurry?” The spunky pegasus looked back to see her friend deep in thought over this before nodding.

“Alright then, but no tricks.”

“What?!” Zap shouted, but it was lost in the giddy excitement Rarity suddenly exuded.

“Oh-ahem… Excuse me.” She stated, curbing her enthusiasm slightly but still lighting her horn. “Now, let’s get you three into proper attire, shall we?”

The blue glow duplicated itself over Vinyl’s clothing, Rarity’s magic already affecting the threads. The crop top shed its garish colour and faded to a navy blue, while also extending to cover all of the DJ’s torso and the five nipple-mounted cocks upon it. The denim short shorts stretched as far as Rarity’s magic could manage yet, even then, they still resembled a massive denim thong. Sadly, there wasn’t enough to obscure Vinyl’s cocks or balls, meaning the brash unicorn would have to bear baring her junk to the world a little while longer.

The unconscious Starlight was next, and the black leather of her sleeves floated off her arms and legs and over her torso. A sleeveless leather leotard now hugged the mages’ body, though Rarity intentionally left her leaking nubs uncovered, in an effort to make the clothing as comfortable as possible.

“And last, but not least…” Rarity spoke as she turned her attention to Zap. Though the pegasus was unnerved at first, the reassuring presence of Flurry’s hand holding hers helped her keep her cool as the fashionista work her literal magic. As with Vinyl’s attire, the fabric stretched up from her limbs to help cover her torso. Soon, the large mounds of her chest were obscured behind the tightly-stretched fabric, as was her stallionhood which resulted in a sizeable bulge in her nethers. 

“And one last piece to tie it all together…” Rarity’s then focused her magic up through the hole in the roof. For a while, the ponies there waited until an item floated down to land in the unicorn’s hands. Zap’s eyes widened, as Rarity approached her with the goggles that once belonged to her athletic mother. With the greatest of care, Zap received the eye wear and held it like they were the most important trinket in the world. To her, they might have been. She looked back up at the timid smile of Rarity and, finally, managed to muster a small, but genuine one of her own.

“Thank you.” She said, before hanging the goggles back to their proper place around her neck.

“Think nothing of it, Darling.” Rarity answered before a shiver ran through her body. “Now, if you will excuse me, I think I’ll go fetch us something to eat, as well as your other belongings. I’ll be right back.” With a spring in her step, Rarity walked over beneath the hole in the roof before encompassing herself in the glow of her magic. Slowly, as if it was the first time she had done this, the unicorn floated off the ground, ungraciously at first, and back up to the ground floor of the statue that stood above.

“Hey, Flurry?” Flurry brought her gaze down to see Vinyl had shuffled her way into the princess’ limited line of sight. “I know this might not be what you wanna hear, but I think it’s for the best if Starlight and I head back to the Crystal Empire with Rarity.”

“What?” Both younger mares blurted out.

“Look,” Vinyl shot back, something approaching annoyance in her tone. “I don’t like it either, but look at us. We’ve got no more gems left to fix ourselves up, and that’s assuming they actually work. Remember how they didn’t work on Starlight last night? Who knows if that happens again. Besides, the way Starlight and I are right now…” The DJ’s face clouded with frustration, though clearly not directed at the two younger mares. “We’d only be in your way.”

“That’s not true!” Flurry stated, her emotional state still on a knifes’ edge. “We need you two to help us out.”

“Flurry, Starlight looked about three seconds away from turning into a bimbo. You know I’m right.” She turned to Zap, her and Flurry seeing the usually confident pegasus wilt under the accusation. “There’s no guarantee we won’t turn into sex-crazed sluts if we keep going. You two still have a shot, so we’ll get out of your way and send somepony else to help out in our place.”

“I know, but… still…” Flurry faltered, trying desperately to think of a reason for the unicorns to stay as the minutes dragged on. Neither Zap nor Vinyl rushed her for an answer though, allowing her the time to process her decision.

“Uhm… If I may…?” All turned to see the form of Rarity floating back down to the group. The alabaster unicorn was now garbed in a set of light blue toga robes, while floating beside her was the box Flurry had seen earlier holding their other equipment, and another smaller box that remained sealed. She timidly approached, and waited for Flurry to nod before continuing. “I… I know I’m not exactly somepony worth trusting at the moment but, for whatever it’s worth, I think they should go back.” None voiced a response, allowing the element bearer to elaborate. “Flurry, Darling, you nearly broke at the sight of Starlight’s… changes. What would happen if she finally did fall? What would that do to you mentally, if not emotionally? And would Starlight want you to go through that? What would she want?”

The monster-turned-mare’s words cut deep through the uncertainty plaguing Flurry’s mind. What would Starlight want? If she thought about it, the one thing above all else Starlight would want for her niece would be for her to be safe. While Flurry was more than capable of doing that physically, these past few hours had revealed a mental and emotional weakness that hadn’t been there when this journey began. Each corruption of her and her friends had slowly weakened her resolve, it seemed. If Starlight were to break before her eyes, Flurry wasn’t sure she wouldn’t follow her aunt into insanity. Taking a deep breath, she looked back up to meet Rarity’s empathetic gaze, then turned to Vinyl’s.

“Okay.” She managed to force out, though the emotional tone in her voice told the others she would rather say anything else.

“We’ll make sure Starlight gets the help she needs.” Vinyl stated, a smile returning to her features.

“An’ Ah promise Ah’ll keep you safe.” Zap added, taking Flurry’s hand. A light blush lit up the faces of both mares, but at least these were innocent, purer blushes than what they had worn earlier that day.

“Well, I know it’s not much, but here’re your things.” Rarity said, setting the box down at Zap’s feet. “I’ve also gathered some food for the journey. Oh, and some extra clothes once you’re… uhm…”

“Able to fit into clothes again?” Flurry answered for her. Rarity panicked, though a shake of the alicorn’s head stopped her worries. “It’s okay… Thank you, Rarity.” The unicorn nearly teared up at that, but managed to control her emotions and nod.

“Right.” Vinyl stated. “We’d better get outta your manes then. Now, where’d that bag of stuff go?” Vinyl searched around for Flurry’s bag before Rarity spotted it and lifted it over to Vinyl. The DJ, in turn, took one of the teleportation crystals out before levitating the bag back over to its owner. 

“Oh, before I go,” Rarity piped up, moving closer to Flurry. “I just thought I could also give you some information… if you’d like, that is?” Flurry looked to Zap, the pegasus offering a shrug before the alicorn nodded.

“Well,” Rarity began. “Firstly, you’ll need to keep these on.” She pointed to the dream amulet still firmly clasped around Flurry’s neck.

“Wait… I thought you were the only one that could mess with our dreams.” Flurry asked.

“That is true, but it’s not for any one enemy you’ll need them, Darling.” Rarity answered. “It’ll be for Canterlot itself.”

“Why? So we’ll look all fancy for the big city?” Zap asked.

“Because Canterlot was where Talvira began her conquest of Equestria. It’s been suffused with erotic magic far longer than anywhere else, and the very air can leave a mare hot and bothered, so to speak. Even without me interfering, the city will still give ponies corruptive dreams. So, keep these ingenious little trinkets on at all times.” Flurry nodded, waiting for any additional information.

“Second, your best bet in regards to entering Canterlot unseen is through the tunnels beneath it. If you can find a passage leading in from outside the city, then you could sneak up into the very palace itself. But,” she added, dousing the optimistic sparkle beginning to shine in Flurry’s eyes, “you’d need to be incredibly careful, Darling. Those tunnels are where your aunt Twilight used to stay and, speaking from personal experience, she has rather brutal ways of changing a mare.” Flurry couldn’t help but notice Rarity grip her arm and look away at that last part. It was clear something terrible happened between her and Twilight Sparkle, but the princess knew better than to press further at this point.

“Then… Why should we go down there, then?” She asked, hoping to lead away from whatever dark memory was plaguing Rarity. It worked as Rarity looked back at the immobilised alicorn.

“Because your mother’s down there.”

That news hit like a gut punch, but rather than reel from it like she did upon her limbs being transformed into breasts, Flurry grew hopeful there was still a chance to at least save her mother, even if she had fallen.

“She’s still sane, you know?” Rarity went on, reigniting that hope in the royals’ eyes. “Despite everything Talvira and… others have put her through, she still holds onto her sanity.” Happy tears threatened to spill out onto Flurry’s face, but she wiped them away and merely beamed at the news.

“I… I was beginning to think she’d fallen.” She thought out loud, staring into space. “But, if she’d fallen, I guess she wouldn’t have sent that message the other week.”

“Message?” The question caught Flurry off guard, and she looked back to see confusion spread across Rarity’s admittedly beautiful features.

“She… She sent me a dream a couple of weeks ago. Calling out for me to save her. A-And she’s been the light that helped me resist your nightmares earlier.” Concern began to grow as she spoke, for Rarity’s eyes widened in realisation, then fell back into sadness.

“Flurry Heart… Princess Luna was the only princess capable of entering other ponies’ dreams. I… inherited that skill, making me the only mare that would be capable of that. And, as for that pink star in your dreams… that was you, Flurry. It was your will, your desire to save everypony and never fall to evil.” Rarity then took Flurry’s hand in both of hers. “If there is anything you take to heart today, Darling, I pray it’s this; never lose sight of that star inside you. It will be your guide, and will lead you to victory.”

“Wait, wait, hold up.” Vinyl cut in, hands on hips as one of them gripped the teleportation crystal tightly. “If Princess Cadance can’t mess with dreams, then who sent Flurry that vision in the first place?” Rarity brought a hand to her chin in thought, the gears turning beneath her fabulous mane until her eyes widened.

“I… I think…” She stammered, fearfully looking back at Flurry. “It might’ve been me.”

“What?” The other three mares asked in varying levels of confusion.

“Before you all began this little crusade, I was visited by someone. It was… Oh, come now, who was it?” Rarity paced as she prodded the base of her horn as her mind scrambled to find the answer. “Oh! That’s right. It was Ragrol; one of Talvira’s demonic children. She brought some aide of hers, some cream pegasus mare, I think, and they asked me to send the dream.”

“Why would one o’ the princess’ do that?” Zap asked the question all four conscious mares were pondering.

“I’m unsure,” Rarity replied. “But things have been moving very fast in Canterlot, lately. I had been too busy trying to find you for the Empress to pay too much attention, but perhaps you’ll find your answers there. Whatever the reason,” she turned back to Flurry, her eyes showing sincere concern, “Please do be careful, Darlings. Canterlot’s a far more secure city than Manehatten. You cannot afford to lower your guard, even for a moment.” Flurry took all of this information in, nodding back to the unicorn.

“Thank you… for all of that.” She answered, receiving a grateful smile from the fashionista. “And… I’m sorry… for… you know…” Her apology was halted when Rarity reached forward and placed a gentle hand to Flurry’s cheek.

“You have nothing to apologise for, Flurry.” She stated softly. “Now get out there and give that ruffian monster Talvira a piece of your mind, and something for me as well.” That managed to garner a smile out of the alicorn. Her final request given, Rarity lifted up the unconscious Starlight up in her magic, surprising the dress maker with the increased strength of her spells. The three unicorns stood together and, with one last look and wave to Flurry and Zap, Vinyl engaged the crystal and vanished from sight.

Leaving Flurry and Zap all alone.

“…Whelp…” Zap began, rubbing the back of her neck at the awkwardness of the quiet the pair had suddenly found themselves in. “Might as well start goin’ though all this gear, huh?” Flurry didn’t answer as Zap bent down to go through the box. She placed the horn ring to the side for a moment, eventually finding her old bag. She also pulled out both Vinyl’s steel bat and Bonbon’s crystal short sword, attaching them to little belt loops Rarity must have added without her notice. She stowed some of the rations into her own bag and walked over to collect the buckler shield where it had earlier fallen off Flurry’s body before bringing it, the horn ring, and any remaining food to her friend. What she saw was enough to make her drop all she carried, and rush to the princess’ side.

Flurry was in tears once more, her sobs slowly echoing out in the cavern.

“Flurry?” Zap asked, concern filling her voice as she got as close as she could before remembering her arms weren’t wings anymore. Taking flight, she hovered over the weeping alicorn and took her cheeks in her hands. “Hey, hey… What’s wrong?” The princess took a while to calm her sobs enough to speak, but Zap waited patiently.

“I… I-I’m sorry,” she stuttered. “I-It’s… It’s just… A lot to take in.”

“Hey, it’s okay.” Zap soothed as she landed on one of Flurry’s side boobs and cradled the alicorn’s head. “We’ll be fine. We jus’ gotta be real careful from now on, okay?” Flurry nodded as she continued to cry. “Let it all out, Sugarcube. It’s okay.” The princess nodded and stopped holding it in. She reached up and awkwardly hugged Zap from side on. The flier shifted slightly to make it easier, letting her friend cry into her shoulder as she kept a wary maroon eye on the hole in the cavern roof. While Rarity had instructed Malachite to leave with all her minions, that didn’t mean every one of them would obey now their terrifying mistress was gone. Despite her desire to leave, Zap remained where she was. Flurry mattered more at this moment. It took a while longer, Zap wasn’t sure how long, but eventually the sniffling stopped and Flurry released the hug.

“I… I’m sorry.” Flurry repeated herself, wiping her eyes as Zap slid off the massive melon.

“Girl, ya gotta stop apologisin’ for everythin’ that ain’t your fault.” Zap responded with a smile and shake of her head. “Right now, though, we gotta git on the move. Ah don’t trust none o’ Rarity’s goons, and we’re trapped like rats in a barrel down here.” The pegasus bent down and handed the dropped items to Flurry, the alicorn moving them into her bag, while her companion looked around the now rocky cavern walls. There was no pathway in or out other than going up, but one look back at Flurry’s lack of wings and over-abundance of flesh made flying near impossible.

“Hey, Zap?” Zap looked back up and came in close to Flurry again. “I… I have an idea.”

“Whelp, Ah ain’t got diddly, so let’s hear it.”

“Well… you know how, when we reform one of my aunt’s friends, the sky clears up, right?” Zap nodded, following her so far. “And my Uncle Sunburst theorised that the reason it was always so hard to teleport around Equestria was because of this… miasma the clouds gave off. Well, if the clouds are now gone…”

“Yer sayin’ it’ll be easier t’ teleport ‘round?” Zap finished, Flurry’s face lighting up a little at this.

“There’s only one way to find out, and I’m not wanting to test out levitating this much mass over a bays’ worth of water when I can’t swim all that well at the moment.” Zap took one look at the mass of titflesh, then the face of the pony they were attached to. That fragile, kind… beautiful face. Without a word, the orange pegasus took that alabaster hand and nodded in readiness, her determined smile speaking volumes. With her companion ready, Flurry lit her horn, focused on a destination, and fired the spell.

-

Laughter and light.
 
These were the two constants in Flurry’s reality as she ran through the fields of tall grass and golden flowers. Coming to a rest beneath a large, somehow familiar tree, the princess bent over to catch her breath. A smile emerged as she stood up and looked back to see her mother landing from her flight behind her, while her aunt Starlight heaved deep lungful after lungful of air after running after the youthful alicorn. The feeling of radiant joy swelled within Flurry. The three mares were without corruption. They were together. And most important of all, they were safe. With a joyous laugh, Flurry closed the distance and gave her mother a strong hug. Princess Cadance laughed softly and returned the embrace, while Starlight eventually recovered her breath and hugged her energetic niece from behind.
 
In this one moment, Flurry Heart wanted for nothing. She was at peace.
 
Then reality began to shift.
 
Flurry opened her eyes, and the bright, sunny day they had enjoyed was gone. In its place was a clouded sky. A canopy of dark pink blocked out the sun as the fields instantly withered away to ash. A pair of screams from behind stabbed at Flurry’s heart, and she turned to see the worst. Tendrils of shadow had hooked around her family’s ankles, dragging her mother and aunt away towards a veritable wall of darkness.
 
“NO!” Flurry roared as she raced after her family, only for something to trip her by the ankle and bring her painfully to the ground. Looking back, she was unable to find the culprit. That was because, with a sense of dread, Flurry watched as her body began bloating up on its own. Limb after limb morphed into a milk-sputtering breast, and they just grew and grew regardless of her pleas. Desperate, she turned back and reached out with her one remaining arm. Hoping beyond all hope she could reach her family as her sight was robbed in the ever-expanding titflesh. Her grasping fingers felt open air, then the softness of supple skin.
 
As all hope began to fade, someone took hold of her outstretched hand. All awareness returned to Flurry as whoever this was pulled her out of her mounds like as if it was the ocean. At last, she broke the surface; the bright light having returned as the growths slid off of her like water until her pure form was all that was left. The individual responsible for her salvation pulled her into a tight embrace. As Flurry pulled back to look upon her saviour, the light shone brilliantly from behind them. Yet Flurry’s eyes adjusted to the glare, and a feeling of overwhelming fullness flooded her heart at the pony that had saved her.
 
It was Zap.

-

At once, Flurry woke from the dream.

It wasn’t a violent reaction, like waking from the nightmares had been, and a rapid glance revealed her form hadn’t changed any more than before. A quiet sigh of relief escaped the princess as she looked to the heavens, seeing the shimmering stars for the first time since leaving the Crystal Empire.

She and Zap rested on the patio of a café atop the roof of a skyscraper. Flurry had found it after the two teleported to the highest building she had been on earlier in the day. The jump there, as well as the jump out of the statues’ cavern, were far easier and far less painful than previous attempts at long distance teleportation. Zap had made sure the building was cleared of threats before doing everything in her power to make the alicorn comfortable. From raiding the shelves and cupboards of the café to try and cover her many breasts, or just sitting with her to stave off the sorrow that had nearly consumed her that morning, the orange pegasus would not complain once at being the only mobile mare of the pair.

Looking down to the side, she found said mare nestled deep in the cleavage between her chest and right side boob. Thankfully, Flurry’s awakening didn’t rouse the flier from her own slumber, yet the hand that grasped hers had yet to let go. Seeing the dedication to staying with her, that same feeling from her dream swelled within her heart. Flurry could definitely say she’d never felt like this towards anypony before. Even her closest friends Pound and Pumpkin cake, whom she loved dearly, didn’t generate these emotions that Zap seemed to engender within her. Smiling at the slumbering pegasus, Flurry returned the tight grip and lay back against the breasts that had once been her wings, using them as pillows.

“I promise,” she whispered as she closed her eyes, Zap’s form the last thing she saw before she began her journey back to sleep. “As long as you’re by my side, I’ll never give in.”
> Meanwhile 5... New Arrivals
> --------------------------------------------------------------------------

One moment, everything seemed unfortunately familiar for Rarity; the darkened cavern beneath the Mare of Liberty that had been her workshop of perverted horrors. The next, a brilliant light forced the alabaster unicorn to shield her eyes from the brightness. As her eyes slowly adjusted, she lowered her arm, and the sight nearly brought tears to her eyes.

The Crystal Empire.

Rarity’s eyes threatened to water up as she just stood there and soaked the sight in. She, Starlight and Vinyl seemed to have appeared in a grassy clearing surrounded by a large city of white tents. Off in the distance in one direction was the foot of Mount Everhoof, along with the winding path up its slopes and through the frozen north to Yakyakistan. Turning to look the other way, she saw what must have been the northern outskirts of the Crystal Empire itself, and the tall spire of the palace rising like a sceptre of purity. From the tip of the palace, shimmering auroras danced in the clear blue sky. The fact there wasn’t a canopy of lust-inducing pink clouds hanging overhead felt like a dragon-sized weight had been lifted from the fashionista’s shoulders.

“Miss, are you alright?”

Rarity looked back down, finding a crystal pony mare dressed in a conservative nurses’ outfit staring back up at her. Many years of habit forced the alabaster unicorn to give a quick yet detailed appraisal of the mare before her and, were she still so inclined, she would think her a fine specimen. Despite the non-sensual nature or the white uniform, this nurse had a above-average body with a slight hourglass frame and most likely CC cup breasts hidden beneath. Throw all of that in alongside her navy blue mane in a tight bun, sky blue coat and similarly cerulean eyes, Rarity might dare call the nurse beautiful. Off in her periphery, she saw other ponies attending to Starlight and Vinyl, the former receiving a lot of panicked attention. One of the stallions rushed off in the direction of the city as the others took care aiding the other two unicorns into separate tents. A soft touch to her arm made the fashionista snap the limb away, but it was only the nurse once more.

“Oh… I-I’m terribly sorry, Darling.” Rarity stuttered. “It’s… it’s just…”

“A lot to take in?” The mare spoke up, managing to find the exact words Rarity was struggling to articulate. A nod from the tall unicorn brought an understanding smile to the other mare’s face. “That’s quite alright, miss. Take as much time as you need.” Rarity did just that. She closed her eyes and took a few deep breaths to calm her fragile mental state. Opening them again, her appreciative mood dampened at the sight of the many, many tents they were surrounded by. She turned back and, for a brief moment, took in this understanding mare. 

“Umm… H-How many ponies are there…?” She asked hesitantly, as if doing so might cause offence.

“Recovering?” The nurse asked, seeming not taking any as Rarity nodded again. “We’ve only had about fifty or so new arrivals, as well as a few of the mares on mission return.” This brought the alabaster mare’s mind back to Starlight and Vinyl, and then an even more important pony.

Sweetie Belle.

“A-Actually…” Rarity stuttered, resisting the urge to grab the mare by the shoulders and shake the information out of her. “I’m... I’m hoping to find somepony here. Is there a Sweetie Belle here in the Empire, by any chance?” The look upon the nurse’s face flashed from empathetic to shock, then quickly to tense nervousness.

“We… do have a mare by that name here, but-”

“PLEASE TAKE ME TO HER!” 

Rarity’s desperation made her request come across more like a crazed demand. Her closing the distance and grabbing the nurse by the arms didn’t help her optics. Those ponies nearby looked on in shock and concern, while the few guards in the vicinity had hands on their weapons. But they didn’t draw them, nor make a move against the fashionista. As Rarity released the blue crystal pony, she saw the nurse had a hand raised in the guard’s direction; no doubt telling them to hold off for now.

“Ahem, I… I-I am so terribly sorry, Darling.” Rarity stuttered, her alabaster face glowing crimson with embarrassment. “I-I didn’t mean to-”

“It’s okay.” The nurse replied, though one look in those eyes told Rarity that, despite her calm tone, there was still some small trace of fear. Fear of her; a fact which sent another dagger of guilt into Rarity’s soul. “I take it she’s somepony important to you?”

Rarity nodded. “She’s my little sister. I… I just need to know if she’s okay.” The fear in the nurse’s gaze turned into apprehension, which didn’t do any favours for the unicorn’s hopes. 

“Well, she’s safe, at least. I can take you to her, but…” she glanced back at Rarity for a moment before composing herself far better than the former element bearer seemed currently able to. “Just… brace yourself.” Rarity absorbed this and nodded. With that, she was led to one of the nearby white tents. Barely fifteen feet from where she, Starlight and Vinyl had appeared, in fact. The nurse hovered at the entrance flap for the tent and held it open for Rarity. She had to duck her head slightly, given her newfound height, but upon standing up inside, her world narrowed.

There, resting peacefully on the bed in the centre of the tent, was Sweetie Belle.

Time seemed to slow to a crawl. Rarity’s surroundings no longer mattered as much, and went ignored by the ivory mare as she stepped towards the bed. The tent seemed to fade into the background, as did the nurse who remained at the tent’s entrance. Same for the brown stallion that looked at Rarity like he’d seen a ghost before dashing outside. She paid him no heed, however, her attention focussed exclusively on her little sister as she sat in the bedside chair. Despite now being slightly older than Rarity was at the time of Talvira’s invasion, Sweetie still retained a graceful beauty that instantly marked her as a relation of Rarity. The older sibling took in every hair, every curve, every inch of her body like the day their parents brought her home from hospital. One slight change that failed to escape Rarity’s keen eye was the slightly larger hips and thighs. Though both were obscured by a white sheet that kept Sweetie decent up to her collarbone, Rarity knew the tell-tale signs of a corrupted body, and surmised her sister wasn’t naturally that plump there.

“She’s been in and out of consciousness.” The nurse said softly, her words reminding Rarity of her existence, and that of her surroundings. “However, the times she wakes up are usually bouts of lust-crazed madness with the rare moment of lucidity thrown in. Unfortunately, with all of the reformation gems being reserved for those on Princess Flurry Heart’s mission, all we can do is monitor her condition and help her feel comfortable in a non-sensual way as best we can… I… I’m sorry.”

Rarity turned to the nurse, revealing watery blue eyes. “P-Please, don’t apologise.” She blubbered, wiping her eyes. “If anything, I should be thanking you for taking care of her. So… Thank you, uhm… Oh, I’m sorry, Darling. I completely forgot to ask your name.”

“That’s okay,” the nurse reassured her once more with a gentle smile. “My name’s Turquoise. Turquoise Torniquet, though my friends just call me Tutu.”

“…Well, thank you, Turquoise.” Rarity smiled back, to which the crystal mare nodded.

“Not a problem. If you need anything, just call out for a nurse or doctor and we’ll help however we can.” With that, Turquoise turned and exited the tent.

Leaving the two sisters in silence.

Once again, Rarity felt as if the rest of the world beyond the fabric of the tent had faded away. All that existed was her and Sweetie Belle. The silence felt like a heavy for that smothered any attempts to speak, and the elder sister could already feel her throat begin to choke up with emotion. So, as carefully as possible, Rarity reached forward and ran her hand through Sweetie’s mane. Those lavender and pink locks were splayed out on the pillow, giving her a tired but beautiful visage while sleeping.

“…I… I’m so sorry, Sweetie Belle…” Rarity whispered. She wasn’t even sure what she was apologising for. Was it for failing to stop Talvira? For failing to resist the changes that had turned her to evil? Or for not being there to protect her like a big sister should? The answers wouldn’t come to mind, no matter how much the unicorn silently begged them to. So instead, with tears forming in her eyes once more, Rarity gently extracted Sweetie’s arm from beneath the covers and held onto her hand. It helped her stay grounded, and gave her the hope that, somehow, Sweetie would know it was her and wake up, so she could truly apologise.

“…Rarity?”

A new voice shattered the privacy of the unicorn sisters and caught the attention of Rarity’s swivelled ears. A male voice. A familiar male voice. With wide eyes, she released Sweetie Belle’s hand, stood and turned. Her breath hitched and she covered her mouth at the newcomer’s face, one she thought she would never see again.

“…Spike…”

He stood in the open flap of the tent, his shocked expression no doubt mirroring her own. Both stood in silence, their eyes wandering over the changes to each other’s bodies. For her, Spike had grown tall and strong, his now muscular frame mostly hidden beneath shimmering crystal armour. But, in those green draconic eyes, Rarity still saw the enormous heart of the devoted baby dragon she once knew. For Spike, Rarity had somehow become even more beautiful than he remembered. Her hourglass figure had grown shapelier, though not ludicrously so. She also sported tiny feathered wings, reminding him of Scootaloo. He assumed this technically made Rarity another alicorn, and she had the height to support that claim. Despite the fact he stood taller than most full-grown stallions, Rarity seemed to have a few inches on Spike even without her horn.

“…Uh… I-” Any attempt at awkwardly breaking the ice was itself shattered as Rarity closed quickly and threw her arms around Spike’s neck, letting herself go and crying into his shoulder. The dragon, too shocked to move for a moment, heard the sorrowful weeping of his first crush and slowly brought his arms around her back in a tender embrace. Nothing was said, and nothing needed to be. The pair stood in the tent as Rarity let it all out, and Spike would diligently wait for her to stop, however long that would take.





To say Empress Talvira was seething would be an understatement.

The Amarezonian demoness stood on the royal balcony behind the throne room; her claws digging into the marble of the railing as she looked eastward. Though the mountain obscured her vision, she’d already knew what she would see;

Clear night skies over Manehatten.

For the first time in many years, Talvira was growing concerned. The empire she had created was falling apart. In just under two weeks, four of her governesses had been defeated, three of them being reformed. Not only that, but the Storm King had proven to be quite the annoyance, and her skilled arch mage had betrayed her, slaying four of her children. Said regicide had left Sluttershy heartbroken, and the former element bearer had scarcely left their bedchambers since.

Though there was good news, the pickings were slim, and created even more headaches. A succubus from the re-enforced Ponyville horde, Voyette was her name, had presented a corrupted pegasus. She claimed to have found him and another mare wandering freely around town, and the fact they bore weapons of radiant crystal revealed exactly where they’d come from. Given she had enough sense to at least report this, and having stopped one of these new infiltrators, Talvira allowed her to stay in the palace until her services were needed again. Talvira even gifted her Caring Hearts to play with, as the transformed stallion was the milfs’ son. The other piece of good news was one of the pesky heroes pulling the demoness’ empire apart had been captured and sent to her. Yet, given who it was, even this presented an uncomfortable challenge, given her own decisions as of late.

In an angry huff, she swiftly turned and stalked her way back into the throne room. Past the panting alabaster throne of breasts that was Daybreaker, past her now visibly nervous concubines in Milky Way and Cream Heart. She now stood before the yawning cleavage of the corrupted alicorn, the embodiment of simmering rage in physical form. Taking a small breath to contain her rage, if only for a moment, she turned to one of the servants standing at terrified attention.

“You.” She began, her tone clearly stating to all that this was not a day to question or fail her. “Fetch me a communication sphere. I need to speak with Princess Nodabba.” 

Not even daring to speak, the wolf-kin merely nodded and moved as quickly as possible without outright running to leave the royal chamber. Time seemed to slow to a crawl for all in the room with the empress, the humidity present from the searing frustration bubbling away just beneath the surface causing all bar Talvira to sweat nervously. Finally, the servant returned, carrying a palm-sized opaque orb. Another two followed, bringing with them a black cauldron filled with a steaming brew. Seeing their mistress stalking towards the cauldron, they quickly dropped the orb in the liquid and returned to their posts. Ignoring their cowardice in the face of her ire, Talvira channelled her magic as she waved a hand over the concoction. The steam gathered into murky clouds before an image formed within. Within seconds, the spitting image of Princess Nodabba appeared before her demonic parent.

“Oh, Your Majesty.” She stated with a hint of surprise before regaining her composure and nodding stiffly. “Has something happened?”

“We both know you felt that shock earlier this morning, Nodabba. Rarity is gone, leaving our entire eastern seaboard completely defenceless. Furthermore, we’ve now lost the only reliable method of tracking the movements of our meddling infiltrators.” The tone of Talvira’s voice gradually grew sterner and louder as she went, but managed to reign it back in with a sigh once she witnessed Nodabba’s fearful reaction. “What is your ETA for Canterlot?”

“W-We’ve just arrived at Appleloosa now, Your Majesty, so baring any complications, we should return in three or so days. But…” Nodabba looked uncharacteristically apprehensive, but a nod from the empress pushed her to continue. “Mother, Appleloosa’s a ghost town. There’s not a soul here. We were expecting some kind of resistance, but there’s nothing.” This gave Talvira a moment of pause, bringing her hand to her chin in contemplation. When it clicked, however, her frustration resurfaced. This time, it was aimed inward for not foreseeing it earlier.

“Pinkamena…” she growled. “They must be tunnelling their way to the Empire.” Looking back at Nodabba’s face, the demonic ruler forced herself to regain her composure and take a deep breath. “Nodabba, the moment you reach Ponyville, leave two thirds of the army in town and inform the horde leaders there to fortify it before marching north as soon as they’re ready. I want the Crystal Empire crushed, once and for all. Meanwhile, you’ll bring the most skilled of the army back to Canterlot to help sure up our defences here. We’ve already had more infiltrators from the enemy, and I don’t want to chance they could catch us unawares. Especially now that we have no absolute method of tracking that pesky alicorn.”

“Yes, Your Majesty,” the orange princess answered with a nod. “And, if it pleases you, I’m bringing home a few trophies.” This captured her parents’ attention, motioning for Nodabba to continue. “One for you, and one for me.” 

The first trophy Nodabba held up for her father figure to see was the severed head of the Storm King, his face frozen in a death mask of fright. The other was a dark purple unicorn mare, pulled up by her magenta mohawk of a mane. Talvira could tell this pony was a warrior; the faded scar running over one of her eyes and, more prominently, her broken horn were clear signs of battle. Yet, unlike her now deceased master, the mare was still alive, and winced when Nodabba yanked the chain attached to the collar around her neck.

“I see you’re starting a harem of you own,” the empress noted with a smile. “I hope this won’t distract you from wooing Pink Lady.” At this, uncertainty filtered onto the demonic princess’ face, and the smile on the elder vanished.

“Actually… I have something to tell you, mother. I wish to annul my betrothal to Pink Lady and have Tempest here as my new bride to be.”

Talvira raised a sceptical eyebrow as she folded her arms beneath her huge crimson bosom. “And why, pray tell, should I agree to this?”

“I fought Tempest in the final battle of the siege. She has earned my respect, and I hers. She held her own against me, and after victory was secured and the Storm King killed, she swore herself to my service in return for the restoration of her horn.

“Mother,” Nodabba pleaded, releasing Tempest so she could divert her full attention to her parent. “I know you want somepony who can watch my back when I ascend to the throne, and I believe Tempest can be that pony. Pink Lady and I have nothing in common, and no matter how nice I try to be, she still stubbornly rejects me. But with Tempest… I feel she and I are far more compatible. And, should she seek to betray me, I’ve already proven I can defeat her. So please, mother… Your Majesty, I beg of you to approve.” For minutes that felt like centuries, the silence dragged on. The demonic princess couldn’t guess which side her parent would take, given the excellent poker face she wore as she contemplated the suggestion.

Finally, those crimson shoulders sagged as a sigh escaped Talvira. “I will consider your request. Just… hurry back, Nodabba. If only to allay the worries of both your parents.”

“At once, Your Majesty.” Nodabba’s expression filled with more hope than Talvira could remember seeing in the first princess, before she reigned in that enthusiasm and snapped a stiff salute. “And… thank you for your consideration, Mother.” With a knowing nod, the empress waved her hand through the magical steam cloud, terminating the call and letting the tense silence of her throne room return.

“Milky? Cream?” She asked, not turning to look at her concubines. “You’re relieved from duty for today. Frostfang, I’m returning to my chambers. Unless it’s a matter of national security, I am not to be disturbed. Am I understood?” The albino wolfman stood stiffly at attention and saluted, enough of a display for the demoness to stroll out of the throne room. The apprehensive mood that had permeated her seat of power had spread throughout the whole castle. Though there was still plenty of rutting and sexual activity in the halls, the nervousness was impossible to miss in her minions. Finally, she arrived at the doors of her and Sluttershy’s chambers, though a strange sight caught her attention. Standing beside her own elite guards were a pair of thestral mares; their purple “armour” consisting of shoulder pauldrons, clawed leg grieves, helmet and bikinis. There was only one place in all of Equestria any significant number of thestrals still lived. Knowing that, Talvira quickly threw open the doors and was stunned by the sight.

“More! Mor-AH! Hah! T-That’s it. Give it to me! Drink i-IIIEEE! D-Drink it all up! C-Cumming… I’m cumming! Swallow it all, dearie! I’m CUMMIIIIIIIIIIIIIIIIIINNGGGG!”

Sluttershy spasmed in ecstasy as she sat on the edge of their shared circular bed. Her head flung back with primal grunts and squeals of carnal delight as her wings opened up and stiffened. Her bountiful chest erupted as milk sprayed out before her, while wave after wave of sperm escaped her balls and down into the throat of her youngest child. A few moments later, the pegasus’ tight grip on her partners’ mane faded, and she fell back onto the bed utterly exhausted as the other mare swallowed and turned to face her captive audience.

“Ragrol?”

The sixth and youngest princess of Equestria tenderly scooped up any puddles of her mother’s jizz that had landed upon her face during the incestuous blowjob and sensually sucked up each drop. Ragrol was roughly the same height as the average mare, leading to her other siblings referring to her as the runt of the litter, but this didn’t mean she wasn’t as important or impressive in her own right. The governess of the village of Hollow Shades, she carried herself with the grace and pose of somepony born in Canterlot’s perverted high society. Her brown coat fell upon a supermodel body that lacked most of the overabundant sexual corruptions of her family; DD breasts with a silver bar piercing in each lighter nipple. A thin waist and wide hips that supported a plush, heart-shaped ass. What corruptions that were visible were the orange jewel on her forehead that peaked through her silver bangs. From said silver mane also sprouted a small pair of feathered wings, while from just above her behind flexed a pair of larger red bat wings. A purple jacket with the spiked shoulders puffed up and the midsection cut well before the underside of her breasts, a very short, see-through pink skirt that hung from a steel crescent around her waist, and a pair of matching latex high heels that stretched up to mid-thigh helped complete her stylish look.

“Greetings, Your Majesty.” Ragrol replied with a slow bow before dropping the formal act and rushing to the door to embrace her demonic parent. “It’s wonderful to see you again.”

“Y-Yes. Yes, it is.” Talvira stuttered, her brain finally managing to restart and return the embrace as the princess nuzzled into the massive crimson hooters before her. “But… But what are you doing here?”

“Well,” Ragrol began, pulling herself out of the hug. “I saw the sky clear over above Manehatten and feared for my safety. If the Lady Nightmare wasn’t able to repel those nasty invaders that Mother told me of, it would only be a matter of time before they would attempt to do the same to me…” She grew more nervous and bashful at this point which, given what she had just done to the queen, was a stark turn-around. “I hope you can forgive me for abandoning my post, Your Majesty.”

“Ragrol…” Talvira said soothingly, tenderly bringing a hand to her daughter’s cheek. “You have nothing to apologize for. With what happened to your siblings, you were right to come here. We can always reconquer Hollow Shades once Nodabba returns.” The sense of contentment from the brown mare was palpable and contagious, and the two hugged once more.

“Mother…” Ragrol spoke up again, looking Talvira in the eye from her head’s place between the empress’ melons. “There… was another reason I came to Canterlot.” Talvira allowed her to exit their embrace and gestured for her to continue. “Last week, I sent one of my subordinates here to Canterlot, hoping that her magical talents could be cultivated for the benefit of the Empire.”

“You mean Cozy Glow?” She asked, easily making the connection given there was only one mare that fit that description. Ragrol’s face instantly lit up.

“Yes. Have you seen her? I do hope she’s behaving herself. If she isn’t,” Ragrol’s face took on a more sinister expression, “Then I would be happy to discipline the dear filly.”

“As far as I’m aware, she’s staying in line. Following Midnight Sparkle’s betrayal, she’s currently working for me in a probationary role, hoping to earn her place as my new arch mage. However,” Talvira paused, looking down at her daughter with the sparkle in her dark eyes that signified an idea had formed. “If you would be able to act as an overseer for me and ensure she does not stray from the path set before her, you would be lifting a large weight from my shoulders.”

“I’d be delighted to.” Ragrol answered with a smile and a small bow. “In fact, I may as well check in on her now. Besides,” a quick glance behind showed Sluttershy beginning to stir, her cock standing bolt upright. “I’ve gotten her warmed up for you.” With that, Ragrol confidently strode out of the room, her thestral guards falling in step instantly. The sound of movement prompted her to look behind, and spy her pegasus mother forcibly kissing her demonic partner and pulling her to bed as the doors were closed.

Smiling at the lovely sentiment that the royal couple would be preoccupied for the next hour or two, Ragrol turned and continued. Having grown up in this very castle, she knew each and every twist and turn despite living the past few years in Hollow Shades. So, it took her very little time to reach the stairs leading down into the dungeons. Ordering her guards to stand vigil at the stairwells’ entrance, the demonic princess descended down the stairs and past the floors of guards sexually torturing prisoner ponies. She eventually arrived at the cell containing Posey Shy; her overly-buxom grandparent.

“Why hello, Grandmare.” Ragrol said softly, barely audible over the buzzing of the various vibrators constantly keeping her cumming, or the whorish moans said toys drew out of the older mare. The princess smiled and gave the pegasus’ left breast a quick peck of a kiss before opening the trap door below her and continuing her journey. Quickly descending down two or three steps at a time, Ragrol swiftly arrived in the fleshy caverns that apparently now belonged to Cozy Glow. The dark-coated demon spawn wore a cruel smile as she strolled past moaning mares trapped within the walls, floors and even ceiling. Though, there were fewer than Ragrol expected.

Eventually, her wandering led her to the largest chamber in the entire catacomb of decadence. It was easily hundreds of metres wide, and just as high if not more so, hidden in the shadows. The walls of this area were lined with row upon row of imprisoned female ponies, though all that was visible of them emerging from the walls were their buxom breasts and overstuffed bellies. But, bringing her attention back down to the ground where, turning to face her with a small of surprise, was Cozy Glow.

“Ragrol?” She asked, her tone quickly shifting from shock to annoyance. “What are you doing here? Didn’t I tell you to wait a while before arriving? There’s every chance Talvira will grow suspicious now.”

“I do apologize, my Mistress,” Ragrol responded with a remorseful bow to the curly-maned mare. “But with Manehatten falling, I believe it was only a matter of time before those meddling heroes found their way to Hollow Shades. Rather than throw away my life defending the town, I figured I could be of more assistance to you here.”

“And how exactly do you intend to do that?” Cozy flatly asked, crossing her arms just beneath her chest.

“By convincing my dear mothers that I am the prime candidate to be your new overseer. With the empress emotionally compromised, she’s become easy for me to manipulate, if this first instance is any indication.”

Cozy Glow mulled over this explanation before flashing her royal subordinate that wicked smile of hers. “Well, in that case, well done, Ragrol. Regardless, you’re just in time.”

“For what, if I may ask, Mistress?” Ragrol asked as she now stood beside the devious pony.

“The empress asked for hunters and soldiers. They’re all ready to be born. Right now.”

With a snap of Cozy’s fingers, the symphony of creation started. Muffled moans of pleasurable pain rebounded throughout the chamber, growing louder and louder as the stomachs of all the mares trapped in the walls squirmed and shifted. One by one, their waters broke, and their hips spasmed as unnatural things began forcing their way down their respective birth canals. While Ragrol wore a look of shocked awe, Cozy’s expression was one of sick pride. The newborn beings finally began emerging out of their unwilling mothers, landing on the ground with wet thuds. They were still for a moment before pulling themselves to their shaky feet. There must have been three of four dozen of them, each resembling grey mannequins. Their features yet to form save wide lips that greedily sucked in their first breaths.

“I’ll adjust them for their respective purposes later.” Cozy stated as she turned for a tunnel to her left, with Ragrol quickly falling into step behind her. “But, let’s jumpstart their hearts with the lifeblood of Canterlot, shall we?” Cozy lifted her hand, her digits wreathed in crimson magic, while Ragrol turned back to witness the feeding. In the shadows higher up above the newborns, two tree trunk-sized tentacles detached from something. What followed was a torrential downpour of milk raining down, which the monster seemed delighted with. They lathered it across their bodies like it was soap in a shower, and stood with mouths open to partake in the dairy goodness.

“Come along, Ragrol.” Cozy called out from further into the tunnel. “I have a new toy to check in on, and I just know you’ll enjoy helping me break her in.”

“With pleasure, my Mistress.” Ragrol answered. Before turning to follow the evil pony she served, the princess spared one last look at the two mansion-sized pink breasts that were now showering the monsters in their first meal. In the shadows above them were another eighteen mammaries of similar proportions, each with a tentacle siphoning out the endless supply of milk up to Canterlot above. Turning back to the tunnel, Ragrol found an entertaining thought cross her mind.

I wonder if the princess invading from the Crystal Empire’s as big a cow as this one?
> Chapter 20: Disturbing Discoveries
> --------------------------------------------------------------------------

Dinky sat back down in the abandoned store, her fears threatening to overwhelm her. Sparkler was right. She was a fool to try this. Now she had been… altered, and Rumble had been lost to the enemy. But as her thoughts turned to her fallen comrade, and to her lost mother, she could feel her resolve strengthening once more. Sure, she was utterly terrified of what may await her, and wanted nothing more than to return to the Crystal Empire. But she had set herself the goal of at least bringing Rumble back with her. Furthermore, if her mother wasn’t in Ponyville, she would have to start looking, and she imagined any and all ponies of worth had to have been taken to Canterlot.

So, cradling her ballooned bosom, Dinky took and determined breath and looked back up at the ominous silhouette of Equestria’s fallen capital.

“Hang on Rumble, Mom… I’ll be there soon.”

That quiet oath uttered, Dinky turned and moved further back into the abandoned store. It was much larger than she remembered, and maybe it had been built post occupation. A graffitied sign near the entrance of Diamond Tiara’s father, Filthy Rich, dashed that thought. She remembered he’d been planning to open this new mega store; a controversial thing back in the day if memories of her mother’s doubts were anything to go by. Though she could tell at a glance this place had been ransacked many years ago, there had to be something she could use in here. Maybe a weapon, or supplies? She managed to find the latter in the form of a few packets of magically preserved food. Some kind of vegetable patties and hay fries. 

Stowing them in her bag, Dinky delved further into the store until she came across a full-length mirror. It was surprisingly still intact, unblemished by the chaos that had ransacked the rest of this place. Seeing her figure gave the unicorn pause, her eyes drawn toward her now immense bust. Being Derpy Doo’s daughter meant she was more than likely to have inherited a prominent bosom one day, and she had, but this felt a little too much. But, despite how it happened and how much of a hinderance breasts of this size were proving to be, Dinky couldn’t help but stare at her chest. A hand slowly drifted from her underboob up towards her plate-sized areola, before stopping with her palm over the hardening nub at its peak.

She winced at the contact, but kept her hand where it was. It was true she was still horrified at this change, especially since it had happened in her sleep, with no chance to defend against it. But the blonde mare couldn’t ignore just how… good it felt. Her nipples had always been delicate, meaning there were certain clothes or undergarments that would irritate them and cause her no small amount of stimulation. But now, being wider and puffier than ever before, there was something about them that was drawing Dinky in. Unconsciously, she squeezed, her nipple flesh pillowing out between her fingers. A sensual gasp escaped her as her legs gave out, though she stopped herself from falling face first like she had in her old home.

Taking slow breaths, Dinky looked back up at the mirror, and curiosity and pleasure were replaced with shock and fear. For a split second, she thought she saw her mother in the mirror, as she had appeared in the dream the night before. Buxom, lactating and lustful. But a rapid blink and she was staring at herself, though in the same pose of kneeling with one hand clutching a decent amount of breast. The unicorn mare immediately let go of herself. Though there was a small part of her brain that wanted to grab hold once more, she shook it off and slowly rose back to her feet. Standing up brought its own scary revelation; there was a slick wetness between her legs. Using the mirror to see what she was doing, as her rack blocked her lower body from sight, Dinky quickly unbuckled her belt and pulled off her jeans to confirm what she already knew.

The front of her panties, white with blue lines running across, were stained with her own feminine nectar. Placing one hand on a nearby aisle shelf, she used the other to shimmy her panties down her legs. The front stuck to her twat before being tugged off, thin links of femcum stretching to them from her wet marehood before they snapped. Dinky stood straight once the deed was done, and looked upon her ruined undergarments with disappointment.

“And these were one of my favourites, too.” Dinky grumbled before shivering. Being in her birthday suit in the abandoned store made the unicorn’s skin crawl. That, and the fact there was still an entire town full of monsters that would rape her in a heartbeat, was enough motivation for the mare to search the store for something, anything else to wear. After five minutes of searching, the only thing Dinky is able to find is a black sling bikini, the fabric connected on the back by a silver clasp with a red jewel in the middle. The unicorn was about to head back to the mirror where she’d left her gear, when she also spied something else. On the nearby shelf was a pair of lacy purple stockings. Though she should’ve left them, she’d always wanted something like these to wear, just in case she ever did meet the right mare or stallion. 

Grabbing them as well, Dinky soon found herself back before the mirror. Carefully holding onto the shelves as she sat back down, to make sure her tits didn’t throw her off balance, she put on the stockings. They felt as smooth as silk, and were a perfect fit for her. There was even a tiny spill-over of thigh flesh at the top. Next came the swimsuit, and getting it over the boulders that were her breasts, but she eventually managed it and clambered back to her feet. Looking in the mirror, Dinky was pleased with the stockings, though there was a slight tingling feeling in her flanks. As for the bikini, though it covered her vulva, it still felt like a thong down there. Then there was the fact her breasts were slightly squashed beneath it, pillowing out to the sides and emphasising her cleavage even more. Furthermore, her large areola still peaked out either side of the black fabric, and she didn’t even need the mirror to tell her nubs were still hard as stones.

“I guess this will have to do for now.” Dinky sighed, levitating her jeans up into her grasp. She moved over to the wall of the store, and leaned against it while putting her pants back on. As she was leaning, however, she thought she could feel more and more of the surface as the seconds ticked by. This confusion doubled when her jeans became stuck. Standing away from the wall and looking down revealed why, much to her chagrin.

Dinky’s flanks, while normally an average size for a mare her age, were slowly ballooning out before her eyes. She could feel her thigh flesh inch out over the hem of the stockings before spilling over it. The back of her jeans couldn’t stretch over the now pronounced curve of her rear, and as she moved back to the mirror to get a better glimpse of her backside’s new size, it jiggled with each step as her fingers sank slightly into the pliant flesh.

“What the…?” Dinky uttered, trying to keep the growing concern out of her voice before something else caught her gaze. In the mirror, the red jewel affixed to the clasp of the bikini shone for an instant. In the next, the swimwear tightly conformed to the unicorn’s body. The fabric snapped in and hugged the underneath of her huge honkers, making them pillow out even more to the sides. It was too tight, especially pressing in on her easily identifiable nipples beneath the fabric, and pressing in on her still slick slit. Panicking, Dinky tried desperately to pull the bikini off, but it wouldn’t budge no matter where she tried. She then moved to attempting to remove the stockings, though all her struggles achieved was setting her off balance and falling tits first onto the floor. A hand shot to her mouth, though not before a pleasurable gasp escaped her. Struggling to regain control of her breathing, Dinky remained still and swivelled her ears every which way in case someone heard her.

The sound of the front door opening and the rusty bell above it ringing confirmed her biggest fears. Dinky did not move, fighting the pleasure from falling onto her sensitive nubs and the tightness of her clothing as the sounds of the outside filtered in.

“Come on, you git.” One guttural voice growled. “We’re gonna miss the show.”

“I’m sure I heard something in here.” Another grumbled back, sounding a little closer. The seconds felt like hours as Dinky did all she could to remain deathly still.

“Look,” the first voice carried on. “I paid bloody well for tickets to this show. I’m not missing out on seeing Diamond Tits and Silver Slit before we’re sent out to Talvira knows where because you keep hearing voices.”

“Alright, fine. Let’s go, you impatient pig.” The second voice snarled as footsteps thudded away, followed by the door falling shut behind them. Dinky remained in her spot, unsure if this was a ploy by whatever beasts had nearly walked in on her. But, as the minutes rolled by, she finally released the breath she’d been holding in, and laid flat across the floor. 

Collecting her breath and composure, she looked down her body to see the two chest boulders only slightly separated by gravity pulling them apart, while in the thin crevice of cleavage left visible, she could see her pelvis was resting a little higher than usual, due to the extra padding her rear now carried. Dinky rolled onto her side before pushing herself back up to her feet. A golden glow surrounded her bag and brought it back to her hands as her gaze locked onto her pants and shoes. Her free hand gently caressed one of her now larger flanks as she knew she wouldn’t be able to wear them like this. That, and the potential noise her shoes could’ve made, was enough incentive to abandon them here alongside her soiled panties. A blush of shame and slight arousal flushed Dinky’s cheeks, even more when she realised the hand on her butt was slowly massaging circles into the soft flesh. She swiftly pulled the offending hand away to then slap herself in the face before moving further into the store. Past the plastic doors and into the loading area where only employees were allowed.

This way, no one outside would notice what she was about to do. Given her embarrassing wardrobe, and the possibility of Voyette having let whoever was now in charge of the town that the unicorn was still at large, only one option presented itself for Dinky to give chase to Rumble in Canterlot; teleportation. The mere thought of teleporting again after the draining experience earlier that day was already creating a phantom pain in her horn, but Dinky knew it was the only way. Stepping outside would be the end of her freedom given her placement in the busiest part of Ponyville. Her attire would also certainly convince those that would come across her as a harlot.

So, ensuring she had everything in her bag and clearing her mind of all distractions, Dinky channelled her magic and built it up and up until, just before it became painful, she cast the spell and blinked out of the store.

The sensation of a simultaneously instant and endless moment of transit felt smoother this time. It still stabbed a spike of pain head on into Dinky’s horn, but there seemed less jostling in the void. She also had a smoother exit back into reality, dropping onto her hands, knees and enlarged breasts in soft grass… That last sowed confusion into an already weary mind. Attempting to shake off the pain of the jump, Dinky looked up and found herself not in some park within Equestria’s fallen capital, but in a partially forested field. Some distance to her right, the faint roar of rushing liquid could be heard, and Dinky followed that roar, and then the nearby rocky slope upwards.

There, hanging well over a kilometre above her on the mountainside, was Canterlot.

“W-Wait… What?” Dinky thought out loud, trying to figure out how the teleport had failed. She had cast it just as the scrolls she pinched from the Crystal Empire library had instructed, and the last jump had confirmed her suspicions that she was becoming more familiar with the spell itself. The transition had been a lot smoother too, so it had to be something in Canterlot blocking her path, right? Dismissing these questions for now and still feeling a stinging ache in her horn, Dinky swiftly realised she would have to infiltrate the city the old-fashioned way; on foot. Given she’d packed no supplies for climbing, that left her starting the long journey around the foot of the mountain towards one of the many train tunnels linking Canterlot to Equestria’s extensive rail system.

As she approached the roaring waterfall, Dinky made two discoveries. The first was that it wasn’t water in this waterfall, but milk. A seemingly never-ending torrent fell from holes in the mountainside, as well as from the city high above. The second and more important discovery was a cave entrance hidden behind the raging deluge of dairy. Quickly checking her surroundings to ensure no one had seen her, the unicorn mare moved as quickly as her bust would allow and came to the mouth of the cave. Stories from the royal wedding in Canterlot from decades before filtered back up in Dinky’s memories. Apparently, the real Princess Cadance had been trapped in a series of underground tunnels beneath Canterlot. If true, then those tunnels could’ve led to a faster and more stealthy method of infiltrating the city. There was the possibility of running into monsters inside, but given she was more likely to be spotted outside walking to the train tracks, Dinky steeled herself and entered the tunnel into the mountain.

Lighting her horn despite the numb ache doing so caused, Dinky lit her way as the tunnel twisted and turned, losing sight of the entrance. Unease settled in as she paused at the sight of the rocky texture of the tunnel walls, floor and ceiling replaced with pulsing pinkish-red flesh. Almost certain this would come alive the second she stepped on it, the mare levitated a rock from the floor to her hand and threw it out. It made one low bounce before rolling to a swift stop. Dinky stepped back, lowering her stance in preparation for an attack, or some patrol to come down the tunnel towards her. But, as the minutes dragged on and on, nothing happened. Taking a deep breath, Dinky tentatively took a step onto the fleshy floor. It gave a little underfoot, feeling like she was walking on a bouncy castle inflated with water given the little squelch with each step. She stood there for a moment or two, but when nothing came to ensnare the unicorn, she took another calming breath and pressed on.

The uneasiness only grew as the tunnel began a slow, winding incline. One part of it was the sheer unnatural aura the entire tunnel was giving her, while another was how she was losing all track of time down here. For all Dinky knew, it could’ve been hours or minutes as she followed the path before her. But the biggest concern was Dinky knew it was far too late to turn back now. So instead, she focussed on her goals. Who she was aiming to save. Her thoughts zeroed in on Rumble and her mother, hoping she would be able to find them in the sprawling city above. This focus also served to take her mind off the growing heat inside her body. From the moment the cavern changed from rock to flesh, her delicate nipples had hardened to stiff points beneath the thin fabric of her swimsuit, while the lower part was beginning to stain with the juices leaking unbidden from Dinky’s marehood.

Eventually, Dinky came to a larger cavern, comparable to the inside of Ponyville’s town hall. What she saw scared her. Partially submerged in the walls, as well as in pillars of flesh, were mares. Dozens of them, and all bore full, rounded bellies. They moaned mindlessly as they shifted through the walls like it was liquid, travelling across its surface and down another tunnel deeper into the mountain. Standing in the centre of the chamber, conducting it with a light-hearted giggle like this wasn’t something out of the sluttiest nightmares Dinky could fathom, was a lone pegasus mare. 

She was tall, probably as tall as Spike was. She also had a figure most supermodels would’ve likely killed for. Wide hips, a thin waist, and perky DD breasts. The cream pony stopped for a moment and, despite no sound giving her away, the mare turned and smiled at the sight of Dinky. This wasn’t a welcoming smile, however. Like the rest of this horrific place, it was unsettling, and raised all the hairs on the back of Dinky’s neck. Also dread inducing was the unicorn horn on this pony’s forehead. An alicorn.

“Oh, hello there.” The cream pony began as she stepped towards the unicorn. Dinky matched her steps backwards and kept her golden eyes on the pony predator. The sound of something moving and squelching behind made the lavender mare quickly glance behind her, only to see a fleshy wall had appeared where the tunnel she’d come from once stood. Looking back, the alicorn stood a few metres away from her, still sporting that disturbing smile. 

“I have to say, it’s not everyday I get somepony willingly walking in to be played with. Especially dressed like this.” The mares’ red eyes travelled up and down Dinky’s body, though they spent a good while on her massive mounds. “My name’s Cozy Glow. What’s your name?” Dinky didn’t respond, her brain immediately trying to plan her way out of this mess.

“It’s rude not to introduce yourself, you know?” Cozy Glow spoke up, annoyance slightly filtering into her cutesy act. “Besides, you’re probably trying to think of a way out of here, right?” The shocked look on Dinky’s face brought that predatory grin right back. “Oh, don’t worry. I’m not reading your mind or anything. It’s just what any sane pony in your position would do. But that’s okay. After all…” Cozy Glow stopped strolling around the unnerved unicorn, lowering her stance slightly and unfurling her wings as her horn glowed a threatening shade of red.

“Fixing pesky things like sanity is my specialty.”

Thinking fast and wanting to throw this foe off kilter, Dinky ran sideways towards the tunnel where the other mares had been funnelled into and fired a golden beam of magic at the alicorn. Her adrenaline was sapped, however, when she saw Cozy casually bat the attack away with the back of her hand like it was an insect. The ray slammed harmlessly into the wall on the far side of the cavern. In response, the glow of Cozy’s horn shifted from red to pink, and she launched her own attack. Dinky raised a barrier to try and stop it, as the speed of the attack left her no time to dodge. But her shield, like her hopes, shattered on contact. The blast hit her in the collarbone, just above her bouncing bosom as it flung her against the wall before she toppled to the floor. Before Dinky could regain her footing, tendrils emerged from the floor of the cavern itself and looped around her wrists and ankles, holding her down in a spread-out position. A pink glow began shining from where the beam hit as an emblem took form; a castle tower within a chained, winged heart. Where this emblem glowed, Dinky’s internal heat only increased, and this heat was starting to spread throughout her entire body with each heartbeat.

“Now,” Cozy Glow hummed as she sauntered towards her helpless captive. “Let’s see what we’ve got to work with, shall we?”

Kneeling down next to the curvaceous captive, Cozy reached down and causally pulled the straps of the sling bikini aside like they were nothing. That shock was immediately overruled when she took a firm handful of Dinky’s expansive bust. The unicorn winced in pleasure, her back involuntarily arching. She tried using that to help squirm out of her bindings, but to no avail. Cozy further shut this down straddling Dinky’s stomach, kneading the glyph-decorated globes with the patience and skill of a baker. The sinfully good sensations only escalated when the captor’s attention turned to the rock-hard nubs at the breast’s peaks. The apparent alicorn pinched the nipples, rolling them around with her thumb and finger to coax mewling whimpers of pleasure from her prey. 

A small part of Dinky’s mind was amazed when she felt something else on top of all the attention her chest was receiving; the feeling of something soft brushing against her vagina. Given Cozy Glow’s position, it could only be the alicorn’s tail, but she then felt something else before fingers began caressing her gushing sex. Unbeknownst to the trapped unicorn, Cozy’s tail had morphed into a third hand, which the sadistic pony was now using to trace Dinky’s vulva and flick her sensitive bean. All this extra attention was assaulting Dinky’s beleaguered mind to the point she was panting like a common whore. Beyond the cover of her shut eyes, a glow began growing brighter before another surge of heat throughout her body. Forcing them open, they then shot wide as Dinky witnessed her bust gradually growing bigger as Cozy massaged them. The emblem upon her bust was shining brightly, no doubt the source of this horror, and the unicorn could feel a similar amount of growth in her thighs and flanks.

“Hm… not bad.” Cozy mused as she sat back, giving Dinky a moment of reprieve. The captive pony merely laid back, taking deep breaths to clear her mind from the irritating heat her body was suffering through. “Let’s move onto the next phase of testing, shall we?” At this, Cozy shuffled around until she was kneeling above Dinky’s head. Grabbing the unicorn’s chest once more, Cozy pulled the huge chest hams aside and gave her victim a glimpse of her crotch. Taking the bait, Dinky wearily looked down her body, and her fears and pulse both sky-rocketed again.

There, emerging from the floor, was a mushroom-tipped tentacle. One waving dangerously close to her leaking slit. It edged closer and made the slightest contact with her lips. This act alone was enough to send a lightning bolt up Dinky’s spine, but it only got worse. After a moment more of hesitation, the tentacle pushed forward. Dinky’s mouth opened with a breathless scream. The pleasure was suddenly being overshadowed by the pain of something entering her. Her body shuddered, her insides desperately pushing against this intruder plunging where nothing had before. But it was all for nought. When it finally stopped moving, Dinky could feel the limb kissing her cervix. Tears came unbidden as the sense of painful fullness Dinky experienced soon added to the pleasure that was wracking her body, even as what this meant stabbed deep into her soul.

She’d just lost her virginity, and to a mindless tentacle no less.

The intruder started moving in earnest, pulling out until its rounded tip was all that remained inside before forcing itself back in. Dinky screamed in pain as her freshly-opened marehood was split apart again and again, before those screams were muffled by Cozy squatting down; burying the unicorn’s snout in her captor’s slit.

“Come on,” she goaded as she grinded herself atop her prey. “You shouldn’t be the only one getting off.” Beneath her, Dinky shook her head as much as she could, which was barely at all. “Really?” Cozy scoffed. “Fine, then how about this?!” Without warning, the oppressive alicorn brought her hand down in a stinging slap upon the expansive tit flesh before her. Dinky squealed as the smack echoed throughout the fleshy caverns. Another slap was all the motivation the unicorn required, and she began sloppily eating out the pony parked on her face. 

Glad her new toy was finally complying, Cozy went back to playing with the over-abundant bust mere inches away. The pliant mounds pillowed through her fingers as the light from the glyph continued to channel growth magic into all the poor pony’s current corruptions. This also meant the thighs the tentacle slid through were also growing thicker and thicker, and the bound unicorn’s lower half was starting to slowly rise given how much plush backside was accumulating there. As the minutes dragged on, Dinky felt the pleasure getting to her. The pain from losing her virginity had long since been replaced with a euphoric feeling she’d never experienced before. The cock hammered away at her tight hole, while her tongue flicked and dove into the muff her muzzle was partially stuck in. Dinky once again squealed when Cozy refocussed her efforts on the sensitive peaks of her mountainous mounds. Rolling the nubs between her thumb and fingers, she chuckled darkly.

“These are your weak spot, huh? Well, since you’ve been such a good sport, I think you deserve a reward.”

Without warning, Cozy slapped her palms down on top of Dinky’s areola and squeezed hard. As the breasts flowed between her fingers and the unicorn beneath her moaned loudly, simultaneously vibrating her own snatch even more, large bulges formed within Cozy’s arms and travelled down their length until reaching her hands. Once there, Cozy lifted her hands and let the magic built up interact with Dinky’s body. Wisps of red magic coiled around before seeping into the bound mare’s melons, specifically her teats. Then, as Cozy lifted her hands further away from Dinky’s chest, the unicorn’s nipples followed. Dinky’s muffled cries sounded out as her nipples grew longer and thicker, resembling a young stallion’s cock in terms of both length and girth. Satisfied with the alterations, Cozy then wrapped a hand around each nipple and began stroking. Softly at first, but then building up speed until her pace match that of the accelerating limb hammering away at Dinky’s birth canal. Each new thrust, grind or stroke built upon the wave of pleasure growing within Dinky’s mind and body. As much as she tried resisting, it felt like the tide was pulling her will out to see, and there was nothing she could do to stop it.

Finally, Dinky’s body couldn’t take it anymore and she came to a thunderous climax. Her body shuddered in her bindings, her tongue sticking deep into Cozy’s depths as her own squeezed the intruder within with a death grip. This seemed enough as, with a few final thrusts, the tentacle came as well. Its spunk felt searingly hot within Dinky’s body as her womb was sullied for the first time ever. Rope after rope was shot into her before the limb finally retreated, spraying her lower lips with one last gooey blast even as its opening salvos spilled out onto her groin and expanded thighs. Said thighs, much like her now P cup breasts, had grown immensely, to the point where her spine would’ve likely struggled to keep her upright with proportions like hers.

“Really?” Cozy Glow grumbled as she stood up, freeing Dinky’s face from her pussy. “All that stimulation and you can’t do something as simple as eating me out? Pathetic. I’ll deal with you later.”

Walking away without so much as a rear glance, Cozy Glow snapped her fingers. The floor began creeping forward, pulling the dazed and overstimulated Dinky down below its surface and out of sight. Her last thoughts as darkness filled her vision were of her sister.

Sparkler… I’m sorry…





Grocery bags dropped to the ground, and the knees of their owner followed swiftly after. Concerned onlookers at the Crystal Empire markets looked over to see a pink unicorn mare kneeling by the fruit stand. Others rushed to the mares’ side, worriedly asking what was wrong. But she couldn’t hear them, nor acknowledge their words. To her, everything regarding her surroundings was secondary to the spike of emotional pain in her chest, and the dreaded realisation of what that meant. Looking down at nothing in particular, only one thing ran through the mind of Amethyst “Sparkler” Star.

…Dinky…





Consciousness was slow to return to Dinky, as were the memories of what happened to her. She had absolutely no method of knowing how long she’d been out, or what had happened in-between. But when she finally managed to open her golden eyes and take in her surroundings, her awareness and memories returned with speed akin to a tidal wave.

The mare was hanging by her wrists in another fleshy chamber, though half of it was covered in the metal of what appeared to be a science lab. There were also large, empty glass pods bubbling with fluid off to the other side. A chill swept over Dinky’s body, and that brought her gaze to her modified body, now lacking the swimsuit and stockings that she had struggled to remove. The pink glyph still glowed brightly against her expansive bust, and she was certain where it not for the bindings made of the same substance as the chamber holding her up, her chest would’ve dragged her to the ground long ago. The massive milkers were capped with the phallic nipples that still stood at full mast. Dinky looked away, on the verge of tears, but that only brought her rear end into view. Her flanks had ballooned out to about two thirds of her chest, yet that was enough for the cheeks to rest against the small of her back. Her thighs were pressed together tightly given her ankles were bound to the floor in a similar manner to her wrists, but that also meant it brought the mares’ attention to the still moist pussy she could no longer see.

This also triggered the cascade of memories, especially those of her capture. Though that Cozy Glow mare scared her, what terrified and hurt Dinky most was the loss of her virginity. Though no mare or stallion had ever caught her eye, she had always wanted to give it to someone worthy of her. Someone she could be open with and love whole-heartedly. To lose it in such a manner, and to a mindless tentacle, made the emotional pain sting that much worse.

Her sorrow was interrupted by the metal wall facing her opening, two souls standing outside before stepping in. One of them was Cozy Glow, the pinkish mare smirking at the sight of the unicorn. The other was a newcomer; a chocolate brown coat and silvery mane and tail. A purple jacket that hid nothing, with a killer body and two sets of wings; one pair feathered sprouting from her head and sporting feathers the same shade as her mane, while the other pair was larger, more bat-like, red, and extending from just above her flanks. Said newcomer also grinned at the sight of the captive pony.

“You were right, Mistress,” she spoke in a sultry tone, hungry eyes devouring each inch of Dinky’s corrupted form. “This one will be fun to break.”

“Indeed, Ragrol,” Cozy agreed before levitating something over from the computer benches. “But before we begin our fun, there’s one little test I need to run.” The apparent superior of the pair walked forward, her red aura carrying the object alongside her towards the unicorn. It was only when she stopped that Dinky was able to make out what the floating object was. A reformation gem, like those earmarked for Princess Flurry Heart’s mission. Without warning, the gem floated forward and made contact with Dinky’s body.

A bright light filled the chamber, the insidious pair shielding their eyes and hissing from the burst. When the light finally dimmed a few moments later, the pair looked upon their test subject. Dinky’s body appeared unchanged save for one thing; the glowing glyph adorning her collarbone was nowhere to be seen. What the pair couldn’t see was Dinky’s mind had cleared of the lusty mist that was lingering. But that was a curse as well as a blessing, given she was now more aware of the situation she was trapped in.

“I see…” Cozy Glow murmured, a hand rising to stroke her chin.

“Mistress… Does this mean…?” Ragrol asked as she moved closer to Dinky.

“Indeed.” Cozy nodded. “Those little gems are how the intruders are revitalising themselves. But it’s nothing to fret over, Ragrol. They’re rather simplistic to make, and with all the crystals here beneath Canterlot, we can easily amass enough for a viable countermeasure to be produced.”

“Doing so would also help get you into the Empress’ good graces.” Ragrol added, a gleeful expression on her face that unnerved Dinky as much as Cozy’s did.

“Agreed. But first…” the smaller mare then turned to face Dinky, and a spike of fear made itself known in her heart. “We should thank dear Dinky for delivering herself and all she knows to us.”

“What?” Dinky asked, unable to contain her confusion as the pair each approached one boulder-sized breast. “How do you-”

“I read your mind while you were unconscious.” Cozy nonchalantly explained as she took hold of the large tracts of tit flesh before her. “So not only do I know of Princess Flurry Heart and her mission, as well as your mission to rescue your mother from upstairs, but also the rough defences and weapons of the Crystal Empire.”

“Rather impressive that a slut like you would be so knowledgeable.” Ragrol added, one hand hefting her chosen breast up while the other gripped the long nipple. Dinky felt her mind reeling already as the new tormentor slowly left a trail of saliva from bumpy areola to the tip of her teat, topping it with a kiss. “Mistress Cozy Glow is right. So, sit back, dear Dinky, and give in the hell of pleasures.”

As one, the pair begin orally pleasuring Dinky’s most sensitive spots. While Cozy took her time dragging her tongue over the bumpy texture of the unicorn’s wide areola, Ragrol went for the tower at their summit. She downed the teat easily, and Dinky couldn’t help but throw her head back as the pleasure rose rapidly. She could feel the tip of her nip hitting the back of the sadistic mares’ throat. It wasn’t long before the one that caught her followed suit, and Dinky’s cries and moans echoed throughout the lab, as did the sucking noises at her chest. On and on it went, the two seemingly taunting the poor pony by slowly down whenever it seemed like she might cum too soon.

“Well, an efficient way to practise blowjobs, to be certain.” Ragrol commented as she stopped to regain her breath. “A shame she can’t lactate like my parents, however. With teats like these, she’d make a great cow.”

“Oh, that can be arranged.” Cozy Glow responded wickedly.

With a snap of her fingers, two needle-tipped tendrils descended from the roof and jabbed themselves deep into Dinky’s bosom. As they began injecting whatever substance they contained, the unicorn felt her chest grow even heavier, if that was at all possible. There was a building sensation within each breast that wasn’t related to the pleasure, yet added to it nonetheless. Unable to hold the pressure back, Dinky screamed as her long nipples erupted with fresh cream. The milk sprayed out like a hose, spraying both Cozy and Ragrol, who laughed at the spectacle and didn’t hesitate partaking of this seemingly limitless bounty. The production rate was so intense that they had to constantly keep swallowing, lest the milk balloon and then spill out their mouths or even drown them. All of this had Dinky panting loudly, her moans uncontrollable as tears stained her cheeks.

“Mm, delicious.” Cozy murmured, licking leftover milk from her lips as more jetted out of Dinky’s elongated nub. “Now, let’s sample what else you have to offer.” Dinky was barely able to focus past the pleasure to witness Cozy step back and bring a hand down to her clit. She circled it with her finger a few times and pressed in on it, eliciting a moan as red magic engulfed her crotch. Within moments, Dinky watched with fear as the alicorn grew two very large equine cocks; one atop the other. She caught a glimpse of Cozy’s cruel smirk before the leader of this debauched revelry walked behind the unicorn, slapping a hand down swiftly upon her stretched cutiemark. A pleasure-tinged howl escaped the pony as her flesh rippled from the impact. Cozy reached out and spread the enormous cheeks; a feat of strength in itself, as the bonds attached to Dinky’s wrists lowered her into a bent forward position. Being the clever mare she was, this could mean only one thing, and it terrified her when those suspicions were proven correct, as the twin heads of Cozy’s fuck sticks brushed against both her recently soiled slit and her untouched pucker.

“N-No. No, please! NO!” Dinky begged desperately, but her attention was brought back to her fore by Ragrol tightly holding her nipples. This clogged the over-abundant flow of milk, and the pressure built up painfully within the unicorn’s bosom.

“Sorry, but you’re not a pony with rights anymore.” The silver-haired mare taunted with a sick grin. “You’re nothing more than my Mistress’ property now. A big, fuckable milk tank. And property like you doesn’t get a say in anything.” 

Belying her supermodel appearance, Ragrol lifted the enormous udders by the nipple like it was nothing. Squirts of milk still managed to escape, dousing the new antagonist and her prey in lactic bounty. Ragrol then separated the mounds just enough for Dinky to see her crotch. Emerging from the depths of the brown mare’s slit was another large cock though, like the tentacle that defiled her earlier, it was capped with a mushroom shape rather than a flared head. That didn’t mean the unicorn could smell the pheromones emanating off of it, nor see the pre that was already beginning to leak out. Without delay, Ragrol sandwiched her prick within the chasm of cleavage, all the while maintaining her grip on the nipples that Dinky was desperate for release.

With her tortured mind distracted, it gave Dinky no time to react when two large, phallic somethings forced themselves inside her. The pain returned, and dwarfed any irritation of her milk having nowhere to escape. Cozy grunted as both holes clamped down on her tightly. Especially the anus, which the alicorn relished the fact she was the first to plunder its depths.

“How is she, Mistress?” Ragrol asked with a cruel grin as she hammered away at Dinky’s bosom, the pressure from the pent-up milk only making the cleavage a tight hole to fuck.

“Mm… So tight.” Cozy Glow purred, though with some hints of effort as she continued easing herself into Dinky. “She might have too much padding back here. But I can deal with that later. I want her to savour this.” 

Cozy punctuated her words with another slap to the expansive ass she was inserting herself into. From what she could feel, the maniacal mistress had only gotten in just past her medial ring for both cocks, the amount of plush flanks preventing her from plunging in further. This was alright, however, as any further and the cock in her pussy would be pushing past her cervix and directly into her womb. Revelling in the sensation of being squeezed a moment more, Cozy started pulling out, only to then ram herself back in and send a rippling slap of flesh on flesh echoing out in the lab alongside Dinky’s carnal cries of pain. Those cries were silenced when Ragrol enveloped Dinky’s nipples in an aura of purple magic. She kept the pressure on the teats, ensuring as little milk escaped as she could, while the massive milkbags were lifted until her own nipples were forced into the unicorns’ mouth.

“Here, love. Have a sample.” Ragrol taunted as she grabbed hold of Dinky’s breasts and started ploughing into the poor pony’s cleavage like there was no tomorrow. Simultaneously, the pressure on the nipples ended. This opened the veritable floodgates as milk sprayed like firehoses into Dinky’s mouth. With no other option, she gulped down seemingly litre after litre of milk, lest she drown in it. Dinky’s mind was short-circuiting. Despite neither of her rapists were done yet, she was already suffering a cascade of near-continuous orgasm. The milk only helped to heighten that erotic state of bliss as Cozy increased her pace to match that of her servant. The twin cocks were reshaping Dinky’s insides to fit their shape, all the while stimulating the mare in ways she’d never experienced before. It was hard to know how much time had passed. Had it been five minutes, or five years? At some point, Ragrol had let her magic fizzle out. This left Dinky’s massive milkers to flop down thanks to gravity, their creamy burden spilling out at great speed onto the ground. Her breathing was deep, but rapid, and punctuated with moans that twisted the knife in her soul.

“M-Mistress,” Ragrol grunted, gripping onto the unicorn’s bust tightly as she rutted even faster. “I’m nearing my limit!”

“Mmf! Me too!” Cozy huffed back, each thrust sending the flesh of Dinky’s flanks rippling like waves, while her holes gripped tighter and tighter with each passing moment. “At least this slut knows how to treat a cock. Now, let’s bring it home!” Both of the mare’s assailants moved their hips even faster, the friction feeling like it was going to burn Dinky’s body. She’d never felt this full before; with both milk and cock. She’d never felt this exhausted, this sad, this…

…Good…

Finally, the pair of ponies raping her reached their crescendo. Ragrol was first; unleashing a torrent of sperm into the canyon of cleavage. For a solid minute she unloaded, making Dinky’s breasts feel as slimy as possible before she pulled out and sprayed a few more ropes of sperm onto the top of her bust and her muzzle. Cozy followed soon after, and it was hers that did Dinky in. Her twin cocks erupted at the same time, unleashing jizz at a similar, if not greater rate than Dinky was discharging milk. The scalding semen quickly filled Dinky’s inexperienced womb to the point of expansion. A large bulge began growing out of the unicorn’s midsection, ballooning out until it looked like she was pregnant. To Dinky’s frazzled mind, she might well have been. The expansion and flooding of her insides triggered yet another orgasm, which in turn milked out even more sperm to fill her with.

Her womb wasn’t the only orifice flooded, however. With the torrents Cozy was unleashing, Dinky could only gasp in erotic pain as a surge of seed travelled the wrong direction up her digestive system. Her intestines and stomach bulged with semen, making her already bloated belly expand further. One moment she could feel the surging tide of cock milk rising up her oesophagus, the next, her cheeks bulged and it shot out of her mouth, flowing down over her milky breasts and a giddy Ragrol who acted like she was in a shower. 

Only with Cozy pulling out did the deluge finally stop, and Dinky’s head lolled down lethargically. Her breathing came in exhausted gasps, broken by the occasional cough for more semen to spit out. She wasn’t sure how long she was out of it, but awareness began reasserting itself when something smacked into her cheek. The sting waking her up, she shook off the pain and noticed her new predicament. Thin tentacles attached to the floor were now constantly milking her, and emptying her bounty into the  tubes across the lab. She also felt something in her ears, though they extricated themselves, and Dinky looked up just in time to spot two more tendrils. These ones were far smaller and thinner that the ones currently milking her, and a hand holding her chin brought her to looking a satisfied Cozy Glow straight in her red eyes.

“Well, that was fun. Wouldn’t you agree, Dinky?” The sickly-sweet tone ran counter to the nefarious grin on the alicorn’s face, though Dinky, even in this devastated state, knew better than to antagonise her apparent new owner.

“W-W… What… did you…?”

“What were those smaller tentacles doing?” Cozy finished the question, to which Dinky weakly nodded. “Well, might as well tell you, since there’s nothing you can do about it. While you’ve spent the past half hour recovering from out little playtime, those tentacles were reworking your brain. Specifically, the parts that give you pleasure.” Cozy then stood back with her hands on hips, like a triumphant heroine standing before her felled foe.

“To make a long story short, I've had them rewire your brain so that the orgasm I’ve just given you is the only true means to satisfy you. Anything less than that won’t be enough to push you over the edge.

“In other words,” Cozy leaned in, her eyes growing more manic and terrifying Dinky even more. “I’m the only being in all of Equestria that can make you cum.” She let that sink in, and the implications were made even clearer when Ragrol approached, now completely naked and her cock once more standing at attention.

“Mistress, may I demonstrate for you?”

“Why, what a wonderful idea, Ragrol.” Cozy Glow said with childish cheer, stroking the taller mares’ cheek and leaning in for a passionate kiss. Ragrol responded in kind and, in her addled state, Dinky couldn’t help but feel her body grow even hotter at the sight. Cozy shot the unicorn one last cruel smile before turning and making for the door.

“Unfortunately, I have to return to my duties creating the Empress’ new army. But don’t worry, Dinky. Ragrol here will take good care of you until I return.”

“Wait. No, wait!” Dinky’s cries went unheeded, as Cozy vanished behind the closing door. Her attention was diverted, however, as Ragrol awkwardly straddled the bloated, sperm-coated bosom and rammed her cock into Dinky’s unprepared mouth. Tears sprung anew in the unicorn’s eyes, as her muffled moans echoed out for none other than her torturer to hear.





A soft glow lit up the world behind Zap Apple’s closed eyes, rousing her from her slumber. Slowly, the orange pegasus opened them to find herself still snuggled up within the side cleavage of Flurry Heart’s multiple, massive mammaries. Their hands were also still clasped together, a fact which filled the Apple’s heart with unabashed joy. Unfortunately, she had to separate from her new special somepony to investigate that light. As delicately as she could so not to wake her, Zap extricated herself from the flesh of Flurry, stretched her own limbs and looked around. 

Thankfully, the rooftop café they’d resting in was still undiscovered by the enemy. Zap fully intended to investigate the barricades she had set up downstairs later, but the light was first on the list. That was easy enough to find however, as she reached the eastern edge of the building. There, over the bay of normal water, the sun rose unhindered over Manehatten for the first time in nearly two decades. Zap stood in awe at the sight. While she had first seen the sun back during that first new dawn in Appleloosa, this was different; the glowing ball of warmth cresting the eastern ocean while the sky shifted colours around it. It looked so inspiring and beautiful to the flier, restoring her sense of optimism that had nearly been extinguished just under twenty-four hours previously. Turning back, Zap stopped when she saw Flurry was not only awake, but looking back at her with a smile that eclipsed the dawn in regards to warming the pegasi’s heart. That warmth certainly helped Zap ignore the hardening of her cock against the fabric of her flight suit.

“Oh, uh, h-hey there, Flurry. Ah… Ah hope Ah didn’ wake ya up.” Zap stammered as she came closer, a hand scratching the back of her rainbow-coloured mane.

Flurry shook her head and reached out for Zap’s hand, which the flier immediately complied with. “It’s okay. The sunlight would’ve woken me up anyway. You enjoy it?”

“Uh, the sunrise?” Flurry nodded again. “Ah guess… It’s just, Ah never knew it could look so…”

“Beautiful?” Flurry finished for her, the pegasus nodding in response. The princess found another reason to smile at the blush that spread across Zap’s face, though she could feel one forming on her own as well.

“W-Well, Ah’d better go make sure the barricade downstairs still work. Be right back.” With that, Zap moved one from her shyness towards the door inside, but paused to look back and smile at Flurry, who shot one back in return alongside a small wave.

“Oh, come on, Zap. What’s the matter with you?” She muttered, knocking the side of her head as she moved through the indoor section of the café towards the entrances. The doors to the elevator on their floor had long since fallen away, but Zap had cut the cables with her short sword just in case. As for the emergency stairwell, the Apple had piled as much heavy furniture in front of the door as possible, leaving only a small gap for her to peer through. From what her maroon eyes could see, the door remained closed, meaning the pair of ponies had made it through the night undiscovered.

But as she was about to head back outside, she caught a glimpse of her reflection on the glass café counter. This prompted a quick once over of her body. Though the beachball-sized breasts and hard stallionhood trapped against her thigh were obvious exceptions, looking back at the reflection made Zap really think. She was the daughter of two Element Bearers, sure. But Flurry? An alicorn born to rule over a peaceful empire to the north? Did she deserve somepony like Zap? Did Zap deserve somepony like Flurry? Blinking out of her internal dilemma, Zap smacked her head again.

“Must be the hormones in the air or somethin’.” She grumbled to herself before walking back out to Flurry’s side.

“Is everything alright?” Flurry asked, concern only slightly fading from her features. Features Zap wouldn’t mind spending more time staring at.

Zap shook her head, simultaneously shaking away any potentially lewd thoughts. “Nah. Just makin’ sure we don’t get found, is all.” She flashed the alicorn a big grin, though it was clear Flurry was still sceptical.

“…Zap.” She said, exuding patience the pegasus wasn’t sure she could match. “…Is everything okay?”

“Yep. We’re safe. Nopony’s getting up to us.”

“No, I mean… is everything okay with you? If you don’t want to tell me, that’s fine, it’s just…” Seeing the princess’ concern ate away at the Apple, and with a sigh she relented.

“Okay, okay… It’s just…” She scratched the back of her prismatic head, unsure how to phrase it, but another gaze at those compassionate blue eyes gave her the push she needed. “Look, Ah… Back in the statue… Ah was runnin’ on instinct. An’… Ah shoulda asked if you were okay with it an’… Ah…” Zap found it increasingly difficult to speak, with her throat choking up. “An’, ifn’ you wanna be with somepony else, Ah-”

“Zap.” The response was short, kind, yet firm enough to catch the pegasus’ attention. Flurry looked at her with that same compassionate look, but gestured for her to come closer, to which Zap complied. She took her place sitting on Flurry’s right side boob, close to where she had woken up less than half an hour ago.

“Zap,” Flurry started again, “If I didn’t want to be with you, I would’ve said something by now.” The expression racing across Zap’s face was similar to those emotions spurred by the recent sunrise; beauty and hope. “We probably will need to have a bigger talk about it, and I have no idea what lies in our future. But what I do know is it would be so… awesome, to have you there by my side. As long as you’d be willing to have me?” Now it was the princess’ turn to look unsure of herself, looking away with an expression of self-pity.

“Are you kiddin’?” Zap nearly shouted, shocking the alicorn and taking her hand in an instant. “Flurry, Ah meant what Ah said to ya yesterday. Yer one of the strongest, bravest ponies Ah’ve ever met. Of course Ah wanna be with you.”

“But… But I nearly fell.”

“An’ that’s why Ah’ll have yer back. No matter what, Ah'll be lookin’ out for ya.” Flurry’s eyes shimmered and were starting to water when she pulled Zap in and landed a passionate kiss on the lips. Following the moment of shock, Zap leaned into the kiss and took the lead. The two swirled their tongues around in each other’s mouths before finally breaking the kiss and resting their foreheads together.

“You know,” Flurry panted, enjoying the moment to the exclusivity of all else. “If we were back home and not looking like perverted freaks, I wouldn’t mind going further. I-If you were okay with it, that is.” The blush spreading across the alicorn’s face was soon mirrored by one on the pegasus, and she sat back and scratched the back of her head again.

“H-Heh, yep. Me too…” She awkwardly chuckled, before she was saved from the silence by the grumbling of stomachs. At this, both mares paused for a moment before giggling at the timing. “Ah’ll go wrangle us up some grub.” Zap stated, giving Flurry’s hand one last squeeze before fluttering off her tit-laden special somepony and headed for the kitchens.





About an hour later, with the last of breakfast finished, the two noticed an uptick in the breeze. It swirled around, accompanied by a pinprick of light that grew larger and brighter. In an instant, both mares recognised the phenomenon, and shielded their eyes as the light burst. Lowering their arms, the pair of ponies took in two new, welcome faces.

One was an earth pony stallion. Standing at an average height, his brown coat was garbed in navy blue clothing beneath the light blue armour of the Crystal Empire. Around his neck was one of the dream amulets Sunburst had crafted. Strapped to his waist were a pair of crystalline swords, and he ran a hand through his messy orange mane, where Flurry had long been used to seeing a brightly-coloured propeller hat. The other individual, however, was one the princess was far more familiar with. Standing taller and broader than the three ponies, the purple-scaled dragon also wore light blue armour, along with a red cape and black combat boots. Nestled in its harness between his membrane wings was a large crystalline lance, while the green spines running up his back formed a large crest on his head and adorning his neck was the other spare dream amulet. His similarly green eyes widened at the sight of the mares, as did his partner.

“Flurry!” Spike nearly shouted, concern rife in his tone as both his and Button Mash’s faces immediately went red from the sight of a busty Wonderbolt and a massive bushel of pink breasts with a pony trapped inside. “Are you okay?”

“Y-Yeah, I’m fine, Spike.” She called back as the newcomers rushed up to her. Zap slid off her perch to eye the two more closely, especially the earth pony. “Zap, these two are Spike and Button Mash. Button’s the colt friend of Sweetie Belle, Rarity’s sister, and he volunteered to find his mother. Spike is one of my uncles, despite being a dragon. Button, Spike. This is Zap Apple. Daughter of Applejack and Rainbow Dash… Aaaaaaaand…mynewmarefriend.” While the two were all smiles during the introductions, the rapid mention of that last fact widened their eyes again.

Spike managed to recover first. “W-Well, that’s new. In the meantime-”

“How’re Starlight and Vinyl? And Rarity?”

“What about mah family? Did Ma an’ the rest o’ Appleloosa make it t’ the Crystal Empire safely?”

“Okay, okay. Calm down girls.” Spike took a deep breath, calming himself in the face of the worried faces the mares before him wore. “Zap, was it?” The flier nodded and leaned in, eager for any news. “As far as I know, any refugees from Appleloosa haven’t arrived yet.” Her hope dimmed, but she refocussed her attention on the drake when it was clear he had more to say. “However, your sister Ambrosia’s a pretty helpful pony, and she’s been busy helping out your aunt Applebloom and others out in the Empire.” Zap’s face lighting up at the news of her family was enough. It was clear worry for her mother, brothers and those from her home town remained, but that small bit of good news helped lift her spirits. Another act that managed that was Flurry’s hand finding its way into hers, the fingers of both mares intertwining.

“As for your questions,” Spike went on, turning his attention to the alicorn. “Starlight and Vinyl are fine. Trixie nearly shorted out her horn pulling that gag out of Starlight’s mouth, but somehow managed it by turning it into a teacup. I swear, that felt like some Pinkie Pie level of random success.” The mental image of such an act brought a smile to Flurry’s face, despite the dour nature of the news. “Starlight does struggle to keep her hands off her… chest. But having Trixie and occasionally even Lustre Dawn checking in on her helps. Vinyl seemed to be managing to hold herself together fine, though that was a lot of corruption she was saddled with.”

“We know. We were there.” Zap muttered off-hand, but a slight tensing in the joined hands was enough to get her to stop.

“And Rarity?” Spike remained silent for a moment, so Button stepped up to answer that.

“She spent all of last night in Sweetie Belle’s tent. She didn’t want to leave her side for anything more than a few minutes.” Her eyes widening in shock at this, Flurry turned to look up at the strong draconic family member. He looked away, as if wounded by the truth. Disconnecting from Zap, she ambled to his side and placed a reassuring hand on his shoulder.

“She’s going to be okay, Spike.” She stated, firmly yet with compassion. Draconic green eyes met alicorn blue, and he sighed in response, patting her hand before removing it.

“Yeah… I know. Still… thanks.” The princess shot him a smile, one he slowly returned before a quick glance down brought the blush back to his scales. “Aaaanyway, you two look like you need these.” Digging into his bag, the large dragon pulled out a handful of reformation gems. Ten to be exact. Flurry and Zap shared an excited glance before the latter accepted the gift and the split them evenly. Zap pocketed two gems and used the rest on herself, while Flurry immediately pressed all but one into her chest straight away. The tell-tale light of restoration shone brilliantly from the rooftop, and when the boys lowered their arms, the mares were remarkably, thankfully, changed.

Zap’s reformations were mostly hidden beneath her flight suit, its fabric stretching to always match her proportions thanks to Rarity’s magic. But despite that, it was clear that the male equipment she’d been “blessed” with had completely vanished. As for her chest, while not back to how they were when the group had left Appleloosa, the flier’s rack now sat at a comfortable D cup.

Flurry’s changes, however, were far more noticeable. First was two of the breasts on her back had transformed back into her large wings, which elicited a happy cry from the alicorn. Next were the number of breasts. No longer was Flurry surrounded by her mounds, as there were only four left; all adorning her ribcage. Last but not least was the size of her melons. From the size of boulders, Zap estimated her new mare friend was sporting Q cups; each the size of a medicine ball. Flurry couldn’t wipe the smile off her muzzle, though she was swiftly brought to the ground and landed tits first.

“Flurry!” Zap panicked, knelling down to be closer to her loved one. “You okay?” Flurry looked up to see not just Zap, but Spike were beside her, while Button kept a respectable distance.

“Y-Yeah, I’m fine.” Flurry replied, lighting her horn to lift her bosom and alleviate the strain on her spine. Zap and Spike still took an arm each and helped the princess to her feet. “Just going to have to get used to moving like this.”

“Maybe you should use that last gem?” Spike suggested, making the concerted effort to look Flurry in the eye and nowhere else. “It might make it easier for you to move.”

Flurry shook her head. “No, I’ll hold onto it. After all, we have a habit of running into even worse situations and needing them then.” She looked over to her flier friend and the ponies shared a smile.

“Well, if you’re sure…” Spike answered as he stepped back, but that confident smile from Flurry was enough for the dragon to know there wasn’t much point putting up more of a fight.

“Um, Princess?” The trio turned back to see a blushing Button Mash bashfully looked away. “You’re, um… well…” He drifted off and pointed to her body. Zap and Spike looked down and saw why, while Flurry also felt why via a chill running across her body.

Behind her obscuring bust, the princess was as naked as the day she was born.

“Come on, Flurry.” Zap spoke up, rolling her eyes and pushing the now also blushing alicorn inside the café. “Let’s get ya dressed before these boys pop a blood vessel, or somethin’ else.”

The two males waited patiently as the minutes passed, overtly keeping their gaze anywhere but the windows. Spike, getting over the embarrassment, looked up to ensure the skies were clear of enemies. There were a couple of birds, but otherwise no flying foes in sight. Button, meanwhile, kept watch on the streets below. Though he saw a small band or two of monsters, one look at the armoured stallion and they ran. Even faster when they managed to catch a glimpse of the dragon allied with him.

“You thinking of chasing them down?” Button asked when a third small scavenging party ran in fear at the sight of them.

Spike shook his head. “Could be a trap, and we’ve only just arrived. It’d just be stupid split up now.” Button nodded as the two walked away from the building’s edge.

“Okay, boys. It’s safe to look.”

Despite Zap’s declaration, the pair of males couldn’t help but blush a little at the sight. Very little had changed about Zap’s wardrobe from a casual glance, but years of playing video games had honed Button’s attention to detail. This allowed him to spot the outline of underwear beneath the pegasus’ wonderbolt outfit. As for Flurry, her new attire was more obvious, but just slightly. Standing side on to them, Spike and Button saw Flurry was now wearing long denim jeans and stylish yet practical black boots, bearing Rarity’s cutie mark as a designer’s mark. She also wore a button up white shirt, but given the incredulous size of her chest, one would have an easier time making Discord enjoy reading the dictionary end to end rather than fitting those monsters into the shirt.

“Uh…” Spike uttered, still stunned by the sight. Seeing Flurry blush at the attention, as well as Zap’s stern glare, bout boys quickly averted their gaze again.

“I know it’s a bit awkward, me dressed like this.” Flurry explained as she drew closer, her golden magic shimmering beneath her bosom the only reason she was mobile. “But it’s only going to get lewder from here on in.”

“She’s right.” Zap added. “So, suck it up partners. Yer in fer the long haul, now.” The boys stared into Flurry’s eyes, then to Zap before nodding to each other.

“You’re right, Flurry. Sorry about that.” Spike apologised, scratching the frilled back of his head.

“Yeah, me too.” Button added. “A-Anyway, what’s our next move, Princess?”

“…Well,” Flurry started before turning to look at Zap. “I was thinking it was time we saved your other mother. So, I say we head for Cloudsdale.”

“Um, Flurry?” Zap’s unusual hesitancy caught the alicorn off-guard, and she looked back to the rainbow-maned mare. “Ah… Ah don’t think Cloudsdale’s a good idea at the moment.”

“What? Why not?”

“Look, Flurry, no offense, but Mom’s already seen us. She has ta know we’ll be headin’ back at some point. Plus, she’s the fastest flier in all Equestria. Given the weights ya got there, she’d catch ya in less than ten seconds.”

“She’s right.” Spike chimed in. “If there’s one thing Rainbow Dash has in spades, it’s speed. We’ll need to be at our best to even have a hope of catching her, let alone reforming her.”

“Well… then what else do we do?” Flurry felt flustered at this rebuttal. She didn’t hold anything against any of them, for she knew they spoke the truth. “The only other place we know the Elements of Harmony are is Canterlot, and I know we’re… I’m not in any condition to go in there yet.” A pensive silence fell over the four, each trying to figure out what could be a good next step.

Finally, Spike broke the tension. “Well… why don’t we head for the Tree of Harmony, then?”

“The Tree o’ whatnow?” Zap replied in a sceptical tone, one eyebrow raised in an act that reminded the dragon of her farming parent.

“The Tree of Harmony,” he continued. “It’s the origin of the Elements and, given what Starlight mentioned yesterday, it sounds like it’s gotten stronger. It might be able to help us out.”

“Not to mention it’ll throw the enemy off our tails.” Button added. “Think about it. You’ve been restoring the Element bearers, right?” The mares nodded in response. “So, the demons will likely bolster their defences around the bearers. By going for something different, it’s something they won’t be expecting and there’s a chance we’ll catch the enemy in a weakened state.”

“Making it easier for us to rescue the Tree.” Spike finished. Flurry considered this and, if she was being honest with herself, the earth pony’s plan was sound. Better than anything she could think up, anyway. Thinking about honesty, she turned back to Zap, the pegasus flashing her that smile that had started feeling as warm as the sun in the sky.

“Are you sure about this, Zap? We can still go save you mom if you want.” Zap merely shook her head with a smile and draped an arm around Flurry’s neck. 

“Mom can wait a little longer. My mission’s keepin’ ya safe, so you can finish yer own mission.” Flurry, wondering how fate had handed her such a compassionate potential partner, simply leaned her head in and nuzzled the Apple. The pair separated; aware they weren’t the only two anymore.

“Alright then. Tree of Harmony, it is.”





The group would spend the rest of the day travelling westward. Upon learning the Tree stood in a cavern beneath ruins in the Everfree Forest, neither Flurry nor Zap were ecstatic to go. Still, they had already agreed, and the first leg of the journey was rather simple. With the miasma-inducing clouds gone, teleportation was much easier, and Flurry transported the party to the edge of Manehatten. Once back on the shore, the four adventurers moved as quickly as they could through the abandoned farmlands. This still took some time, however, given Flurry’s prodigious mounds hampered her mobility even with her magic assisting in carrying them.

Come the afternoon, Spike suggested they fly to pick up the pace. While the dragon carried Button Mash, Zap helped Flurry by holding up a pair of her four breasts mid-flight. The princess protested, but the orange pegasus wouldn’t be denied, and aided the mare. As evening approached, they landed within a dense strength of woodlands nestled between the train to Manehatten to the north, the farmlands to the east, and Foal Mountain to the south.

“I think we should rest here for the night.” Flurry announced as Zap helped her down into a sitting position against a tree. Given the size of her four breasts, this automatically hid her from view, and she was afraid they’d smother her. But they stayed put, giving her head just enough space, and Zap was right beside her should anything happen.

“Are you sure?” Button Mash asked, an unfolded map of the nation in his hands. “Because according to this map, we’re not too far from a town called Hollow Shades.”

“You three wait here, I’ll quickly check it out.” Not waiting for a response, Spike unfurled his wings and took flight. Shooting above the treetops, his eyes scanned the darkening skies for any aerial threats. But he couldn’t see any. There was a decent clearing some distance from their location, but an ominous shadow rose from the centre of town. Another aspect that sent a chill down the dragon’s spine to the tip of his tail was the ambiance. Or rather lack thereof. It sounded like all of nature had chosen to evacuate this area, and Spike had a feeling the town was the culprit.

“Well? See anything?” Button asked as Spike landed back at their campsite.

“No. Not a sentry in sight. No sounds either.”

“That sounds familiar.” Zap spoke up, her tone wary.

“Yeah,” Flurry agreed. “Just like the rock farm.”

“In any event,” Spike carried on, “We’ll rest her for tonight, then head south over Foal Mountain. Any objections?” None were raised and, after Flurry raised a barrier to obscure them from sight and sound, the four each found their way to slumber.





Button Mash was slow to awaken, but the moment he realised something or someone was shaking him, his training and instincts kicked into gear. He rolled to his side, simultaneously drawing his two crystal swords and rising to a kneeling position; ready to parry or reverse any potential attack. When that attack didn’t materialise, the earth pony took a moment to slow his breathing and analyse the situation.

The first alarming discovery was the rest of his party had vanished. The princess, Zap and Spike were all nowhere to be seen. Given the dim light, it must have been the middle of the night, though many late-night gaming sessions had helped him develop a skill he referred to as darkvision. The second and more pressing matter was who woke him up. Standing a few metres away with their arms and membrane-skin wings raised above their head was a bat pony mare. A thestral, if Button remembered correctly. Her dark grey coat and short, navy-blue mane and tail helped her blend into the dark, though her golden eyes were a giveaway. In terms of attire, all her could see her wearing was a tattered cloak that only reached as far down as her navel. This left her wide hips bare, the only thing protecting her decency being a black thong. Finally, Button noticed a long halberd dropped at her feet, while also hearing something strange off in the distance. Music, perhaps? Whatever it was, it could wait as he refocussed on his guest.

“Whoa, whoa. Stand down, soldier.” She spoke slowly, clearly trying to de-escalate the situation. “I don’t want to fight.”

“Then why are you here? Who are you, and where are my friends?” Though it looked like she genuinely wanted to talk, the absence of his friends and that chilling tune in the distance had Button on edge.

“My name is Sugar. Sugar Silhouette. I’m the last surviving member of the Lunar Guard, and I was about to leave when I saw three others appear out of nowhere. When I came down to check, you suddenly appeared and were still asleep. That’s why I woke you up, because you’re more susceptible to it that way.”

“Whoa, slow down. What are you talking about, and where were my friends going? Why didn’t you sto-”

“Look-” Sugar interrupted him, taking one step forward, only to stop when Button raised a sword in her direction. “Look… your friends are in danger. They’re being lured into Hollow Shades by a monster. If we don’t hurry, they’ll be lost forever.”

“And how do I know I can trust what you’re saying.”

“If you don’t, then you’re condemning your friends to a sickening fate worse than death.” The grim finality upon the thestral’s face when she spoke those words struck a chord in Button. Given he had no clue where Flurry, Zap and Spike had wandered off to otherwise, he knew he had no choice but to follow along. Though still uncertain of this Sugar’s trustworthiness, his hand was forced.

“Okay, fine.” He sighed, lowering his sword and shouldering his pack of supplies. “Lead the way, but if this is a trap, you won’t live to regret it.”

“Understood,” Sugar responded with a level voice and disciplined face, adding to the credibility of her previous occupation. “This way.”

Allowing the apparent Lunar Guard to reclaim her weapon, Button followed her further into the woods. As they progressed, the strange sounds he heard earlier grew louder. It resembled singing, albeit the kind that sent shivers of discomfort down the spine. Within minutes the pair arrived at the edges of Hollow Shades. The appearance of the small swamp town, with dilapidated wooden houses connected over the bayou by equally rickety wooden walkways, was overshadowed by the monstrous… thing at its centre.

Rising like a tower in Manehatten or Canterlot was a giant tree. A giant tree made entirely of living flesh. The creamy pink substance undulated like it was alive. The branches high above all ended in massive equine shafts that leaked precum in slow, endless trickles. At the base of the tree, it was surrounded by boulder-sized spheres Button quickly recognised as breasts. But the most horrifying aspect of this erotic edifice was its prisoners. Partially submerged throughout its trunk were scores of ponies of all subspecies. All mares, all with faintly glowing white eyes. They mouths sang as one, their eerie performance attempting to entice any who heard it.

Looking down, Button found it had. There, slowly lumbering towards the base of the tree as it spawned numerous tendrils from the soil surrounding it, were Flurry Heart, Zap Apple and Spike. Their arms hung loose, save Flurry’s, as they carried as much of her bust as they could. Instantly he put two and two together; the tree had entranced them with its song, and soon they would join the other victims unless he stopped them. He turned to Sugar Silhouette, the bat pony holding her weapon at the ready.

“Thanks for guiding me to my friends.” Button said, keeping his eyes on the abomination before them. “Will you help me save them?” Sugar gave him a solemn nod, gripping the halberd tighter.

“Nopony deserves that fate. On your mark.” The two tensed themselves, steeling their nerves for combat. The three fliers reached the veritable forest of tentacles at the base, and their limbs were slowly coiled around and the bodies lifted into the air.

“Now!” As one, the pair of ponies rushed forward, weapons at the ready. With unnatural symmetry, the visible heads of every pony trapped in the tree snapped to the attacker’s approach. The free tentacles responded by extending and swarming around the two. Sugar spun her halberd around, ensuring her defences weren’t breached and taking flight when needed. Button, however, didn’t fare as well. Though he cut down many a limb, there were simply too many and he was also restrained and lifted up alongside his companions.

“Rgh! Princess! Zap! Spike! S-Snap out of it!” Button yelled loudly before a tendril slid across his mouth to muffle any sound escaping the stallion. Still, his efforts proved not to be in vain. Within moments of each other, Zap and Spike both snapped out of their trance and awoke to the horror of their situation.

“W-Whoa. What the?!” Spike stuttered before instinct took control. The tentacles holding him tried tightening their grip, but never got the chance. With a big inhale, Spike then unleashed a torrent of bright yellow flames. The limbs were burnt to a crisp, allowing the dragon to fly to freedom. Zap, well versed in dealing with tentacles at this point, managed to reach her short sword and steel bat and swung for the fences. Coupled with her speed, she was also soon free and regrouping with Spike in the air.

Button Mash and Flurry, however, couldn’t escape. Flurry was still under whatever spell the tree was spinning with its song, leaving her a docile and willing participant. The limbs coiled around her overflowing breasts and pulling at the large nubs at their peaks. Already soft moans could be heard from the alicorn as she was raised higher and higher. Button tried squirming out of his bindings, but it was no use. As he was also raised up, the tendrils undid his pants and coiled around his still-sheathed cock, stroking it in an attempt to get him hard. Whatever they were doing was working, as his stallionhood slowly emerged. Whether it was the stroking they were giving him, or the sweet smell the tendril silencing him was emitting, either way Button knew he was in trouble.

“Hang on, guys!” Spike yelled as the three free combatants flew back into the fray. Sugar Silhouette charged at the trunk of the tree, only for a lightning-fast limb to wrap around her ankle and drag her backwards. Acting quickly, however, she swung her halberd and fell back from the swarm of limbs. 

Zap, meanwhile, had no such issues. Bobbing and weaving between the swarming tentacles, the pegasus shot through and stabbed her sword into the trunk to the hilt. The mares in the tree screamed in pain, and those screams doubled when the focussed flier spun around and swung the steel bat into the pommel of the sword. The impact shook the undulating surface of the tree violently, the phallic branches about flopping about in pain. Seeing tentacles coming to ensnare her, Zap quickly grabbed her sword and retreated to a safe distance.

As for Spike, he knocked aside any and all limbs that came for him with his lance. Landing at the base of the tree, he drew another deep breath before igniting the waving tentacles before him. The limbs waved erratically, and this motion was enough to rouse their captive from her slumber. Quickly understanding what was happening, Flurry teleported herself to the ground as Zap landed next to her.

“Flurry, you okay?” She shouted, concern in her voice.

“I, huff, I think so.” Flurry puffed, her breasts still feeling from the attention they received. 

A groan from above caught the adventurer’s attention. Looking up, they saw the tentacles had pulled down Button Mash’s pants as another began swallowing his erect cock. The stallion winced from the tightness this thing was applying to his member, and he was torn between trying to tear the thing off his dick, or remove the limb reducing his cries for help to muffled grunts.

“I’m on my way, buddy!” Spike yelled as he flew towards the trapped pony. But as he drew closer, the dragon had to change course and dive to avoid the surge of tentacles. As he landed, the warrior realised he’d been led into a trap, as tendrils seemingly surrounded him on all sides.

But, thankfully for the boys, liberation was imminent.

The three mares all combined their efforts attacking the tree itself. While both Zap and Sugar connected with powerful slashes as if they were attempting to chop it down, Flurry focussed her magic before unleashing it in a torrential burst of golden light. The beam punched clean through the base of the tree, purposely missing any of the trapped ponies within. A gapping hole was left with scorch marks around it, and the voices of the tree fell silent. The tentacles fell limp, allowing Spike to move and catch a very tired but grateful Button Mash.

“C-Can somepony explain what in tarnation just happened?” Zap asked out loud, a sentiment shared by her winged companions.” All eyes turned to focus on the slightly winded thestral, using her halberd to lean on for support. “Right now, we need to leave the town. Immediately.”

“An’ we should trust you… why?” Zap responded, subconsciously moving to stand between the newcomer and Flurry.

“Everyone,” Button weakly called out, Spike draping one of the brown colts’ arms over his shoulder. “S-Sugar Silhouette… We can trust her. I-If it… If it wasn’t for her, I wouldn’t have known you were gone.”

“Why do we need to leave?” Flurry asked, standing again while flexing her wings to reveal her status as an alicorn. If the facial expression was any indication, this mare immediately noticed said status and stood that little bit straighter.

“Because, Your Highness, the last time this tree died, it came back and absorbed the rest of my squad.” Following the pointed finger of the thestral, Flurry saw indeed saw other bat ponies trapped within the flesh. She also noticed the hole she had blasted into the tree was already beginning to disappear. “If we don’t leave now, we’ll join them.”

“…Alright.” Flurry nodded, her decision made. “Come on everyone. Let’s get out of here.” The five took to the skies to escape quickly, with Zap aiding Flurry with her breasts again while the newcomer carried the lethargic earth pony.

“Thanks for vouching for me,” She spoke as they flew, to which Button offered a tired thumbs up and nod. The group flew as far south as Foal Mountain, landing at its base before they all collapsed onto the ground. There the five lay, catching their breath as the first hints of light from the oncoming dawn began to creep onto the sky.
> Chapter 21: Magic
> --------------------------------------------------------------------------

At the base of Foal Mountain, in a lightly wooded grove, the four ponies and dragon were finally able to reclaim control of their breathing. While the boys sat, Zap and the thestral mare opted to stand. Flurry chose to kneel, using the four fleshy boulders attached to her ribcage as something to lean on.

“Alright…” Flurry managed to speak up, ignoring the pleasant tingling of contact her arms resting on her top shelf of tits was creating and turning to face the newcomer. “I just want to say thank you, for saving us.” The mare simply nodded, allowing the princess to continue. “But… well, who are you and… why help us?”

“As your stallion companion stated earlier,” she began, standing at attention, “my name is Sugar Silhouette, Your Highness. Last of the Lunar Guard.”

“Luna whatnow?” Zap repeated with a confused head tilt.

“They were the personal bodyguards and armed forces of Princess Luna, back during Equestria’s hay day.” Spike explained before turning back to the bat pony. “Though, by last, I guess that means…”

“I am.” She answered with a stiff nod, though Flurry could just hear a sombre note in her voice before she carried on. “But my story’s not as important as all yours, I imagine.”

“Oh no, no, no.” Button spoke up with a wagging finger. “I appreciate you waking me up to save everypony, but there’s no way you’re joining this party unless we get the whole backstory. Right?” He looked to the others, and a spattering of nods and murmurs agreed with him. Turning back, they saw Sugar sigh and start pacing.

“…Okay, okay.” It was clear she was a little apprehensive to begin, but the group let her be. After a few moments of gathering her thoughts, Sugar faced them again.

“So… I might as well start at the beginning. I had just finished my time as a cadet in the Lunar Guard when the demonic occupation began. We…” her gaze lowered and her pacing paused for a moment. “We… lost more than half our numbers trying to liberate… then… a-avenge our mistress…” Another sigh and a shake of the head was all the emotion the bat mare allowed before pushing through. “After that, we spent most of the years since conducting guerrilla attacks up and down the east coast. From Trottingham down to Baltimare. But… it seems we were nothing but a nuisance to this new Empire… and our own losses continued to pile up.”

“I’m sorry to hear that.” Spike spoke up, and he received the smallest ghost of a smile before Sugar continued.

“Anyway, a few months ago, I became the senior-most member of the Guard, though there were only a dozen or so of us left. We had long been unable to launch attacks on the big cities, so I decided out next target would be Hollow Shades. It was smaller, out of the way, and sparsely defended despite the presence of a demonic member of royalty.”

“Aunt Twilight?” Flurry asked, hope flickering in her voice.

Sugar shook her head. “No, Your Highness. A member of Empress Talvira’s family. So, a few days ago, we saw our opportunity to strike. The sky suddenly cleared to the east, and the governess had left for Canterlot soon after, meaning we had a genuine chance of claiming the town. We stormed in, taking out what little resistance there was and slaying the tree… or so we thought…” The implications left a gap for the silence to return, as all present dwelled on the terrible fate Sugar’s comrades suffered. A fate three of them had nearly succumbed to.

Eventually, it was Flurry Heart who broke the silence. “You said that tree thing doesn’t stay dead… so… it’s immortal?”

“I’m unsure if that thing was ever alive to begin with, Your Highness.” Sugar responded. “Perhaps it used to be an ordinary tree, or maybe it’s yet another horror created by the current regime. Regardless of the reasons for its existence, within minutes the monster was moving again, and the rest of my team were trapped within it. I… wasn’t strong enough to save them, and fled.” The thestral stopped pacing, now holding her arms to stop herself from shaking in-front of royalty. 

“As I was wondering what to do next, that’s when I noticed you three appearing from thin air. I wasn’t sure if I was hallucinating from grief, so I investigated and found this on,” she nodded to Button mash, “sleeping in a pocket of invisibility. I knew I had to do something, to make sure you didn’t end up like my comrades. And… that’s pretty much everything.” Again, the group pondered over everything they’d heard though, after a few moments, this time it was Button that spoke first.

“So… what’re you going to do now?”

“…Earlier… I wasn’t sure. There’s every chance I might’ve just tried finding some place to hide, praying to Princess Luna for a miracle. Now, however…” She stopped, her golden eyes moving to the overly-buxom princess. “I think that miracle’s finally arrived.”

“Me?” Flurry asked incredulously. “I mean, I wouldn’t call myself a miracle.”

“She’s got a point though, sugarcube.” Zap said with a warm smile. Though the context was lost on the stallion, the older drake could instantly pick up on the subtext and couldn’t help but smile as well.

“Even before the attack on Hollow Shades,” Sugar went on, “I was beginning to lose hope. Thinking we were the last light of resistance fighting for the Equestria of old. But you, Your Highness… all of you were responsible for whatever happened in Manehatten, right?”

“Well, Button and I weren’t there for that.” Spike chimed in before gesturing to the mares. “These two are the ones who should take the credit.”

“Yeah, but… we barely survived that.” Flurry countered, her insecurities starting to resurface, only for Zap to rest a calming hand upon her shoulder.

“And who was it that landed the knock-out blow?” She asked, smirking as she knew Flurry knew the answer as well. “If it weren’t for you, Flurry, we’d have never gotten outta there.”

“Your companions faith proves you’re the best chance Equestria’s had for freedom in many years, Your Highness.” The bat mare slowly approached, kneeling at the alicorn’s side so she wasn’t blocked from sight by her four bloated breasts. “And, if you would have me, I would be honoured to join your quest.” 

The alicorn, earth pony, pegasus and dragon all look at one another before focusing on Flurry, making it clear the decision lay with her. Even without saying a word, however, Flurry could tell their answers. Button had already vouched for Sugar, Spike looked open to the idea of another pair of hands alleviating their load, and Zap’s expression wasn’t guarded; a clear sign the flier saw no deceit and trusted in Flurry’s judgement. Turning back to the thestral, she saw that, despite the professional expression she was holding, the eyes of the Lunar Guard told the princess there was a hint of worry inside. Smiling to herself, Flurry chose to douse said concerns.

“Well, if everyone’s sure…” Three nods signalled their confirmation. “Then, Sugar Silhouette, welcome to the mission.”

“Yes!” An excited cheer erupted from the bat mare, who froze in embarrassment at the exclamation. With the only sound being Zap and Button’s snickering, the now blushing thestral coughed to collect herself and reaffirmed her stoic demeanour with a deep bow. “I-I mean… thank you, Your Highness. I vow to give this mission my all.” She then stood back up, and the sight of Flurry’s kind smile was enough to help ease the burning sense of embarrassment. “So, what’s our next objective?”

“We’re aiming to liberate the Tree of Harmony,” Spike explained as the party rose to their feet, though Flurry required Zap’s help to avoid having her tits drag her back to ground. “That means we need to cross the mountains and keep heading south west towards the Everfree Forest.” The thought of returning to those woods sent a wave of negativity throughout Flurry, dredging up the painful memories of what happened in Zecora’s hut. But Zap’s fingers interlocking with hers helped pull the alicorn out of that spiral, and she gripped back tightly with a smile.

“I can’t say I’ve entered the Everfree since the occupation began.” Sugar stated as Flurry’s attention turned back to the conversation at hand. “But I know the ins and outs of navigating woodlands, so I’m ready to do my part.”

“Hey, no need to feel pressured to perform.” Spike replied, placing a calming hand on the Lunar Guards’ shoulder. “Besides, we’re going to fly over the mountains, so there shouldn’t be any chance of running into the bad guys.”

“Yeah,” Button chirped up with a confident grin. “I mean, what’s the worst that could happen?”





“Button Mash…” Zap panted as the five adventurers lay flat on their backs back at the foot of Foal Mountain, “Never, EVER, open yer mouth t’ say some foolish hooey ever again.”

All the guilty stallion could offer was a weary groan. To say the journey over the mountain hadn’t gone to plan would’ve been generous. The group had decided to fly over to save time; Spike would carry Button Mash, Sugar would be a vanguard to ensure their safety, and Zap was adamant she be the one to help heft Flurry own mountains of flesh. What all involved forgot to consider was the weather. Chilling winds howled and rattled bones at a touch. The swirling eddies of gusts would have made flight, even to someone as gifted as Zaps pegasus parent, struggle. To a group favouring speed, especially containing a member so heavily overburdened as the princess, it made it an exhausting ordeal that could only stop via landing. Clambering over the mountain on foot proved fruitless also, given their attire, or lack there of in Sugar’s case, meant the freezing whirlwinds were even more unforgiving. In the end, the five were forced to retreat near where they had started the day some six hours earlier.

“I’m sorry, everyone.” Flurry muttered as she rolled onto her side, easing the weight of her breasts upon her body, and giving her a base to attempt standing. “If it weren’t for the stupid miasma, I’d just teleport us there.”

“From what Starlight’s mentioned, that’s a risk I don’t want to take right now.” Spike replied, rubbing a sore spot on his scaled skull.

“Ah second that.” Zap added as she took the alicorn’s hand and pulled her to her feet. “She popped me back t’ ya in Manehatten, remember? That whole teleportin’ thing’s not my mug o’ cider, if ya get what Ah mean.”

“Well,” Sugar asked as she still clung her cloak tightly around her body despite how obviously ineffectual is was at keeping her warm. “What now?”

“We’ll go east around the mountain range.” Spike replied, and held up a hand before Button could fire off a syllable. “I know, I know. It’d be quicker going west or even under the mountains. But think about it. Flurry, who had the map of the tunnels you used?”

It took Flurry a moment or two, but the answer helped her see where the draconic warrior was going with this. “Starlight… She was the only one that had the map, and it wasn’t with the items Rarity returned to us so… it’s likely still in Manehatten.”

“Horse apples.” Zap cursed, coming to the same conclusion.

“But why head east?” Button questioned, unable to hold in the confusion. “It’ll add on so much time to the journey.”

“Not to mention it has us drawing close to Fillydelphia.” Sugar added. “Were we to be spotted, we’d be done for.”

“We’re heading east,” Spike answered with a measured tone, despite the agitation that was starting to seep into it, “because heading west means we draw closer to Canterlot. And if Manehatten was crawling with enemies, imagine what the capital city would be like?” That silenced any potential protests, especially from Flurry and Zap, whom Spike turned to now. “Besides, it’ll be easier and safer for Flurry to move heading that way.”

“Or maybe,” Zap spoke up, sending a hand diving into her bag to pull out her last two reformation gems. “We help ya get fightin’ fit again-”

“NO!”

The outburst, as well as Flurry recoiling a few steps sent a shock throughout the adventurers. None more so than Zap, whose confused expression revealed a pain that Flurry instantly regretted.

“I… I-I’m sorry. I just…”

“Flurry?” Zap asked, her voice betraying a hint of the pain inside.

“I’m sorry, Zap.” Flurry sighed as she used her mothers’ breathing exercise to regain control of her startled senses. “It’s just… we have so few gems. We need to save them all in case of emergencies, or the next time we encounter an Element of Harmony.”

“Yeah, but how much are you going to be able to help weighed down like that?” Button asked nonchalantly, only to receive a threatening glare from Zap and a slap to the back of the head from Sugar.

“Despite his bluntness, Button Mash does have a point, Your Highness. Wouldn’t it make more sense to be as fit and able as possible heading into battle?”

“I get all that, I really do.” Flurry shot back, trying to keep any trace of annoyance in check. “But I can still move and fight.” She tapped her glowing horn, currently levitating her overladen rack, to emphasis her point. “If I get worse, then I’ll use them on myself. But, for now, I’m still capable of holding my own.”

“Spike, say somethin’!” Zap turned to the drake, who looked as shocked and uneasy about this as the rest of them. He turned his emerald eyes to meet the princess’ blue and, in that one instant, sighed. For that determined, self-assured look reminded him of many a night back in Ponyville, watching as this brave mares’ aunt would deprive herself of food or rest in the pursuit of her goals.

“As stubborn as your aunt.” He sighed, shaking his head. “Fine. We trust you, Flurry, but the second you get corrupted further, we’re healing you up. Understand?” The princess nodded, prompting another sigh from the dragon. “I just hope you know what you’re doing.”

“I’ll be fine, Spike.” Flurry said soothingly with a smile, though it faltered in the face of Zap’s glare. “Zap-”

“Flurry…” The fliers’ tone was as serious as could be, walking up to the alicorn’s side and never once breaking eye contact. “…Just…” The cracks in her stern demeanour spread quickly, and she rushed in to hug Flurry tightly. “Ah want you t’ promise me you’ll be careful.” The orange mare was trembling as she felt moisture building behind her closed eyelids. The shaking stopped when she felt Flurry return the embrace, albeit in a more side-on style due to her enormous chest.

“I promise.” The princess calmly replied, a hand gently stroking the prismatic mane of her special somepony.





The five spent the rest of the day travelling on foot, following the mountain range east as Spike had instructed. The journey was lengthened by the exhaustion of carrying four medicine ball-sized breasts inflicted on Flurry’s back and her magic. Thankfully, due in no small part to Sugar Silhouette acting as a forward scout, they avoided detection by any enemy forces. 

By the time the clouds above darkened with the onset of night, the group stopped as far east as they dared to stray from the end of the mountains. Off in the distance, probably no more then ten minutes at most by flight, stood the city of Fillydelphia. Unlike Manehatten, there were still many skyscrapers that had working electricity. For what purposes, Flurry was unsure, but one thing she was certain of was there were untold numbers of ponies suffering in that metropolis.

“Don’t even think about it.” Spike stated as they all helped set up camp. “We’re pushing our luck being this close as it is.” Flurry turned from gazing at the city to the dragon lighting a fire with his breath. In response, Flurry cast the illusion spell to help hide both the campfire and the group from sight and smell.

“I know.” She sighed, turning back to look upon the city once more. “I just… wish we could do something for them, you know?”

“I know how you feel, Your Highness.” Sugar spoke up, returning from a scouting run to secure the perimeter. “But the Lunar Guard tried multiple times to infiltrate and liberate the city. And each time, the defences only grew stronger. There’s little chance any attempt we make would succeed.” Flurry simply nodded. She didn’t have to be an Apple to know Spike and Sugar were speaking the truth. But, if what she had suffered in Manehatten was any indication, then she couldn’t help but imagine what horrors the ponies there were forced to endure.

“Hey, er, Flurry?” The familiar voice instantly captured the alicorn’s attention, and she looked up to see Zap standing close… looking rather apprehensive.

“Yes, Zap?” She replied with a smile, hoping to ease whatever worries were plaguing the pegasus. She smiled back, but it was small, and Flurry could tell whatever was eating her up inside was still there.

“Uhm… C-Can we talk? Y’know… private like?” The added blush, the hand reaching behind her head. Flurry had found Zap was becoming easier and easier to read the longer they were together. And everything the princess was seeing now told her this was taking a lot of effort for Zap to push through the discomfort to ask.

“Uh, hey guys?” Spike spoke up, talking to Sugar and Button. “How about the three of us do another sweep of the area? You know, just in case we missed something?”

“Are you implying I was derelict in my duty?” Sugar shot back; her tone sharp. But a pointed cough and head nod was all the response she would get as Button pushed her along. The three walked away, with the dragon looking back with an understanding smile and a wink.

Giving the two mares all the space they needed.

“So…” Flurry said nervously, patting the space next to her, which Zap wordlessly accepted. “What did you want to talk about?” The princess had a couple of ideas, but didn’t voice them, instead allowing Zap to explain herself. After a few moments of mental build up, the pegasus took a deep breath and began.

“Well… It’s about… earlier. W-When you… ya know… didn’ want the gems?” The hurt expression from before immediately shot to the forefront of Flurry’s mind, and it made the alicorn wince. Zap must’ve noticed this, as she rushed to continue. “Oh! Ah-Ah’m not mad no more, honest. It’s just… why? Ah thought ya hated havin’ them this big, or havin’ four o’ em.”

“Uhm…” Now it was Flurry’s turn to struggle to find the words. “I… I don’t. I mean, I don’t like it. I guess…” The confusion eventually gave way to shocked dread, and the princess’ breathing slowly started growing shorter. “Oh sweet Celestia, Zap. I… I’m getting used to them.”

“Hey! Hey!” Zap took hold of Flurry’s hand, using her other to tilt the corrupted mare’s head to face her. “Sugarcube, listen! …It’s okay. Yer gonna be okay.”

“B-But…” Flurry stuttered, her blue eyes watering before Zap thumbed the tears away.

“Flurry… Breathe.” The alicorn nodded and followed Zap’s advice, using her mothers’ old breathing technique. She felt her pulse slow, her breathing return to normal, and the coiled tension inside her fading away. Opening her eyes, she looked back to those maroon pools of stability staring back lovingly.

“…I… I’m sorry, Zap.” She sighed. “It’s just… It scares me, feeling that my… chest, being this big, is normal. That having four is normal… I don’t want them forever but… it feels like I’m starting to forget what it’s like, having… normal-sized breasts.” Flurry’s gaze fell back onto her chest, her free hand coming to rest atop one of them.

“Flurry…” Zap sidled in closer, still holding Flurry’s hand while the other arm and wing hugged around her shoulder. A moment of hesitation was washed away when Flurry’s large wing returned the side-on embrace. “Ah’d be lyin’ if Ah said these,” the pegasus nodded to the four impossible fabric stretchers, “weren’t enticin’. But, they ain’t why Ah love you.

“Ah love ya for what’s in here,” she broke hand contact to poke Flurry in the forehead, just below her horn, “And in here. Behind the hooters.” She then patted one of Flurry’s top shelf tits before reclaiming the princess’ hand. “So, just remember; no matter how big or how many you’ve got, Ah love you fer you.”

The flier punctuated the statement with a gentle kiss to Flurry’s blushing cheeks. Zap felt the warmth lighting her own face, but she didn’t care. Flurry soon turned and the pair of paramour ponies engaged in a proper kiss. Zap was content to leave it there, but Flurry went back in, her tongue entering the pegasus’ mouth. The mares hugged tighter as Zap responded, swapping spit as their tongues wrestled one another and invaded the others’ residence. Eventually, short on breath, both ponies broke off the kiss but remained entwined, resting their heads against one another as they looked on the city in the distance.

“You know…” Flurry spoke up once more, instantly gaining the pegasus’ attention. “There… was another reason I hesitated to get rid of these…” Zap didn’t interrupt, her curious gaze prompting the princess to continue. “Well… that night on the rooftop, when you were… sleeping in them. It just felt… right, I guess? And, last night when we slept separately, it just… I don’t know… I guess I missed that feeling? Ugh, this is so confusing.” The alicorn scrunched up her face in frustration, but this brought a soft chuckle from the other mare.

“Well, there’s an easy fix fer that.” Zap said with a smirk. She stood up to fetch the bags of the pair and stacked them as best she could against the small slope of the foot of the mountain. “Here, lean back.” Trusting her, Flurry did as she was asked. The makeshift chair shifted slightly, but held her weight. She sighed as the strain on her back lessened, but was surprised when something, or someone, began squirming through her cleavage. Looking around, Zap was nowhere in sight, but the prismatically maned mare wriggled her head and arms out from within the alicorn’s chest valley.

“Zap?” Flurry stuttered as the orange mare brought her arms up and around the other mare’s neck.

“What? Isn’ this what ya wanted?”

“…Yeah, I guess it is. B-But what about the others seeing us like this?”

“Eh, let ‘em.” Zap waved off the worries as she brought their foreheads together. “This is t’ help you feel better. Let ‘em worry ‘bout bein’ embarrassed. Besides, personally, Ah’m already feelin’ a might bit better mahself.” Zap’s grin was infectious, as Flurry softly laughed before giving the flier another kiss. The pegasus turned onto her side within the cleavage, and the pair simply sat there; enjoying one another’s reassuring presence.





The next morning brought the trickiest part of the journey; avoiding detection from Fillydelphia. Sugar acted as a look-out as the group cautiously moved around the eastern edge of the mountains, five sets of eyes warily shifting between their path and the ominous metropolis behind them. Fortunately, they managed to avoid detection, thanks in no small part to Sugar’s memorization of the guard patrols from previous visits. She wasn’t certain, but Flurry swore she noticed the thestral giving Fillydelphia a cruel glare whenever she looked back towards it. Their progress did not accelerate once past the city, however. Between the nerves of all present and the hinderance of Flurry’s overgrown melons, it was midday before they started to feel safe.

“Everyone, down!” Sugar hissed, ending said safe feeling. The group gathered behind the cover of the woods at the foot of the mountains, Flurry hidden in the back as far in as she could go, and peaked out to see what the thestral had spotted.

There, down on the tracks pointed towards Fillydelphia, was a train. Stopped right in the middle of nowhere, the three cars behind the engine resembled drab containers of steel rather than the colourful coaches Spike and Button remembered from the old kingdom.

“What’s happening down there?” Flurry asked quietly, unable to see due to her position. Button pulled out a pair of binoculars from his bag and zoomed in. Beside the train, he saw a group of anthropomorphic monsters dragging a few chained, barely clothed mares back towards the cars and away from further along the same woods the adventurers watched on from.

“Looks like some slaves tried to make a getaway,” he reported, passing the binoculars to Sugar, who hummed in agreement.

“Poor mares,” she uttered. “Bought from the slave markets in Canterlot. Most likely either heading for resale in Fillydelphia, or to join the harem of the city’s ruler; Naroclav.” There was a noticeable venom in the Lunar Guard’s voice when she spoke that name, but she didn’t elaborate further, and none felt like prodding her when there were far more important matters to deal with.

“Well, what’re we waitin’ for?” Zap asked, drawing her weapons as she stood at the ready. “Let’s get in there an’ save ‘em.” The others looked back and saw Flurry mirroring her special somepony’s actions, though it took her two attempts for obvious reasons.

“No we can’t.” Button shot back. “We don’t know how many enemies are in that train. For all we know, those ponies might be the only ones onboard, and the rest are guards.”

“I agree with Button Mash,” Sugar added. “There is also the possibility of those soldiers calling in reinforcements from Fillydelphia. There’s little chance we’d be able to escape.”

“Because of me?” Flurry asked, her accusatory tone pinning the bat mare to the spot.

“I meant no disrespect, Your Highness,” She backtracked. “But you cannot risk yourself so readily. You’re too important to the Crystal Empire, to all Equestria.”

“If I’m not out there fighting for the average pony, then why should they believe in me to save them?”

“Enough!” Spike shouted as loud as he dared. At the volume, all five turned to see if they’d been spotted. Thankfully not, though Button took the binoculars back and saw the last of the escapees were being loaded back onto the train.

“Argh, fine. We’re going in.”

“Wait, what?” Button asked as the dragon rose, drawing his long crystal lance. The looks of elation ranged from Flurry’s grateful, to Zap’s smug and confident. “Spike, you can’t be serious?”

“Zap and Flurry are right. Besides, with the five of us, we can mop the floor with whatever’s in that train. So get ready for a fight, you two.” He then turned to Flurry as the train’s whistle sounded. “Flurry, think you can stop the train without damaging the cars?” 

A nod and confident grin from the princess were all he needed to see. She manoeuvred herself to the front of the group while Button drew his twin crystal swords and Sugar readied her halberd. As the train started rolling, the alicorn’s horn lit up. A similar golden light encompassed the engine before it disappeared in a flash. It reappeared seconds later some fifty metres off the tracks, crashing into trees and onto its side. Her magic then slowed the cars to a stop as the adventurers emerged and rushed towards the train. The doors opened before they could reach them, with eleven monsters in total leaping out, weapons drawn, to meet the heroes in combat.

The battle was swift, but brutal. Flurry stayed back from the frontline of the battle, instead sniping a blast of golden magic clean through a boar monsters’ head. Another warrior, more avian this time, tried to charge her and met the same fate. 

A large lizardman swung its axe at Spike, only for the dragon to block it with his lance. The ‘Brave and Glorious’ warrior then wrapped a tail around the lizardman’s ankle, pulling it to trip his opponent before impaling him to the ground with his lance. Another beast, a minotaur, thought to attack Spike from behind, only for the dragon to take flight and backflip to land behind the foe. Without mercy, the dragon kicked the minotaur in the back of the knee, bringing it down to said knees, before grabbing its muzzle with both hands. Growling as he did, Spike pried its mouth open with his claws, and unleashed a concentrated burst of orange flame directly down its throat. A few seconds after the limbs stopped thrashing, Spike let the roasted foe fall dead and retrieved his weapon.

Sugar swung wide with her halberd and dug it deep into the abdomen of a toad-looking monster. Her sensitive swivelling behind her to detect another enemy approaching, she then swung again; sending the slain foe into his ally. As the beast, a more traditional demon, threw his dead comrade to the ground, he turned back to find the tip of the thestrals’ weapon embedded in his throat. Any attempt at a dying strike was halted when Sugar pulled the weapon out, spun low and slashed off the fiends’ leg at the knee. He fell to the ground in a gurgling heap, and the halberd found the mark for its final strike as Sugar spun it around before impaling him in the stomach much as Spike had done.

Zap was having a little more trouble as her opponent was another standard demon soldier. They flittered about in the air above the battle, with the pegasus unable to land the killing blow. The fiendish foe swung with his spiked club, forcing the flier to block with her weapons and fall back. But as the monster raised his weapon for an overhead slam, Zap proved her aerial superiority. She spun effortlessly around the strike, lashing out with her own weapons as she did so. Vinyl’s steel bat created a cracking sound upon hitting an arm, while Bonbon’s short sword slashed a large gash across the foes’ neck. Not waiting to watch the spurt of ebony blood from her foe as he fell limply to the ground, Zap spotted another beast turning towards Flurry. He only managed to advance three steps before Zap shot down like a thunderbolt and rammed him into the ground, the sword impaled to the guard into his back.

Button smirked, pleased to finally get a chance to test his skills in battle. He redirected the axe attack of  his orge-ish opponent with both swords, only to swing upwards. Enemy blood spurted out as the axe-holding arm dropped to the ground, while a massive gash ran up the monsters’ body. Another demon swung hard at him with his own long sword, forcing the stallion onto the defensive. Though he was moving backwards, Button managed to fend off each attack and landed a kick to the midsection that stunned his foe. The demon looked back up to see Button had rolled backwards to rise in a ready stance, flanked by Spike and Sugar. 

Seeing Zap menacingly float towards the only other monster, this one an insectoid, the demon’s eyes were wide with fear as he dropped his weapon and ran. The bug beast followed suit and the pair flew for Fillydelphia as fast as they could. Flurry’s horn was lit up ready to shoot them down, but an outstretched hand from Spike stopped her.

“Spike, we can’t let them get away!” She protested, lining the two up in her sights again. This time, Spike stood before the alicorn.

“We’ve achieved what we fought for,” he explained as calmly as he could, though there was a definite steely undertone that Flurry could tell wouldn’t tolerate further protest. “If we hurry, by the time reinforcements arrive, we’ll be long gone and these ponies will be safe.” The pair had a tense stare off before Flurry sighed and the glow about her horn dissipated. Looking back, she saw a small smile emerge on the dragon’s face as they joined the others in helping the ponies escape.

There were twenty-four prisoners in all; mostly female, of which only a few were still sane. After gently knocking out those who weren’t, Zap used two of her teleportation crystals to send them to safety in the Crystal Empire. Wanting to avoid the inevitable retribution from Fillydelphia forces, the adventurers took flight once more. Spike relieved Zap of the task of helping to carry Flurry’s chest, while Sugar helped carry Button Mash, much to the stallion’s embarrassment. As evening approached, the five landed at the eastern edge of Rambling Rock Ridge, with not another soul in sight.

“Alright,” Spike announced as he gently set down Flurry’s mounds upon landing. “We’ll set up camp here and head out tomorrow.”

“Wouldn’t it make more sense to sneak in during the night?” Button asked.

“Indeed,” Sugar added. “My vision excels in the night. I could guide us swiftly to our destination.”

“Given what we’ve been through, a nice rest is exactly what we need. Besides,” A quick glance to Flurry revealed she was too busy being eased into a comfortable sitting position by Zap, allowing the dragon to lean in closer to whisper. “Given Flurry’s condition, we shouldn’t push her too hard. Better to be safe than sorry.” Button and Sugar looked to one another before turning back and conceding Spike’s point with nods.

“Now then,” he went on, once again loud enough for all to hear. “Let’s set up camp. We’ve got a big day ahead of us tomorrow.”

Fate, unfortunately, wasn’t done with them for the night.

A bright spark of purple magic erupted from the centre of the group, knocking them all to the ground at various distances. Flurry was temporarily pinned beneath her mountainous mounds and was forced to levitate them up so she could get to her knees. The rest of her friends were scattered about, the boys seemingly out for the count while the other two mares were beginning to stir.

“There you are.” The chilling voice froze Flurry in place. Not just because she quickly realised her sword was out of reach, but because there was a sliver of familiarity to it. Looking up, her blood ran cold.

The newcomer had the appearance of a pony, though far more sinister than the ones they had rescued earlier. A dark purple coat covered her beautifully slender body. At least, the top half, as from the waist down she rose upon a long serpentine tail of similarly coloured scales. Her sexual equipment was hard to ignore. Like Flurry, she sported four breasts, though these chest hams larger than a pony’s head. If the princess had to guess cup size, she thought this mare was an H or I cup. She also sported a large and hard equine cock with orange-sized balls hanging beneath. Large, black-feathered wings spread wide behind her, working in their purpose as an intimidation tactic. Her gaze was also intimidating; the whites of her purple eyes were a glowing teal, like the ethereal flames that resembled glasses. Her mane rose like a flame of black and purple behind her long unicorn horn. 

An alicorn. A corrupted alicorn. Eyes widening, Flurry’s gaze swiftly shot to the mares’ hips where, her heart sinking like a stone, she saw it. Beneath a glowing, tribal heart emblem was her cutie mark. A pink star burst with five white stars surrounding it. Slowly, she looked this newcomer in the eye, her fears overtaking her.

“A-Aunt Twilight?” Flurry stuttered, the telltale sting of tears beginning to build behind her eyes.

“Aw, you remember me.” The pony spoke, though the sweet turn soured to a vitriolic degree as her expression rapidly changed to rage. “It’s a shame, however, that your actions have cost me EVERYTHING!” A flash of purple magic quickly stripped princess bare. The dark alicorn’s tail lashed out, swiftly coiling around Flurry’s body. Her arms and wings were pinned to her sides, leaving her breasts out for the mare to lean menacingly over.

“How cute, you’ve taken after me.” The familiar stranger taunted. “Let’s see how sensitive they are.” Without delay, purple hands dug into white titflesh and pillowed out in-between the fingers, instantly forcing out a moan from the princess. She felt what could’ve only been this newcomers’ cock poking at one of her lower breasts, smearing it was pre cum as the molester’s hands moved to her near fist-sized nipples.

“Get away from her!” A shout to Flurry’s right inspired hope, as both mares turned to see both Zap and Sugar moving towards them. Zap’s momentum, however, was instantly stopped as a purple aura of magic encompassed and lifted her off the ground. Sugar closed in and swung her halberd for the kill, yet the impact never came as the weapon vanished from her hands. A clatter on the ground behind them revealed its fate, while the thestral was levitated up helplessly like Zap alongside her.

“Well, well.” The dark alicorn mused, still kneading Flurry’s tits like dough. “What have we here? You’ve grown up so much, Zap Apple.”

The response caught the flier off guard. “How’d you know ‘bout me?” She growled, prompting a smug laugh.

“Oh, that’s right. It’s impossible for you to remember. I was the one who helped birth you.” The statement shot ice into Zap’s veins. Her head unconsciously shook side to side the slightest degree in denial. “Oh, come on,” the fiend teased her more. “You’re an Apple, you should know I’m not lying. I helped deliver all of you and your siblings the night your parents finally fell.” She leant back, sighing dreamily as she pulled on the princess’ nubs and ignored her cries. “Ah, good times.”

“Release us, fiend!” Sugar barked, though this order was answered with a purple flash. Looking down, both trapped mares discovered all of their clothing had been teleported off, baring the bat mares’ C cup breasts and wide hips in all their splendour, as well as Zap’s sizeable melons.

“Hm… How about… no.” Midnight laughed at her apparent joke as magical hands materialised around the floating ponies. They quickly got to work; caressing and fondling every inch of skin. Zap squirmed helplessly as her breasts were squashed and rolled around, while another hand dipped between her thighs and traced her vulva. Beside her, Sugar was bent forward as the hands massaged and squeezed her large backside. Moans began escaping her as a finger started delving into her lower lips, only for her upper ones to have a different hand plunge two into her mouth.

“Aunt Twilight-Ngh! P-Please…” Flurry begged as the pleasure interrupted any attempt at spellcasting. “Y-You’ve, g-gott-Aargh! Hah! Gotta… stop this. T-This isn’t you!”

“And you think you know me so well, do you?” The mare sneered in Flurry’s face, twisting her teats to inflict more sexual pain and pleasure. The princess winced, moaning as the tail wrapped around her only tightened as the moans of the other two mares filled her ears.

“Y-You, are my aunt…” Flurry panted, struggling to string words together. “P-princess-AH! T-Twilight… Sparkle.”

“No!” The mare hissed as she delivered a harsh slap to one of Flurry’s titanic tits. The snowy flesh rippled as the alicorn gasped, the sensations only amplifying the pleasure. “Close, but not close enough. I was your aunt, but Twilight Sparkle was weak. Too weak to protect Equestria. I am her wiser, prettier, and far more powerful better self. I am Midnight Sparkle!” Tears formed in Flurry’s eyes as the statement sunk in. She knew from what Applejack had told Starlight back in Appleloosa that her aunt had been corrupted like the other element bearers. But to be this broken? To become a dark parody of everything Flurry thought her wise, heroic aunt was? It felt like a dagger to her very soul.

“Ah, beginning to sink in, is it?” Midnight asked, seemingly revelling in her nieces’ anguish. “Well, it’s too late for you to beg for forgiveness. Your little invasion cost me my position in the Empress’ court, my laboratories beneath Canterlot, and my future rule of this empire. So, it’s time you experienced a taste of what the rest of us alicorns have endured!” With that, Midnight’s magic pressed all four of Flurry’s breasts together tightly before the corrupted alicorn plunged her rock-hard cock into the chasm of cleavage. The slap of skin on skin echoed out across the ridge, as did the moans and cries of the three captured mares.

“Ah. So tight.” Midnight growled hungrily. “I’ve got to say, Flurry, your tit pussy’s so good. Almost as tight as a real vagina.” Her crying niece offered no response outside of sobs and moans. The former element of magic grinned manically at the sight, and accelerated her thrusts into the plush bust.

Footsteps alerted Midnight to another approaching threat, and she reached an arm out to channel her magic. The barrier she summoned blocked the twin swords of Button, finally on his feet. Seizing the initiative, she tripped the earth pony with her magic before teleporting him into his birthday suit and floating him up. Examining the stallion, she noticed his equipment was starting to unsheathe, though not fast enough for the intellectuals’ taste. Changing the magical composition of the levitation spell around his crotch, Button’s stallionhood flashed pink for a moment before quickly rising to full mast.

“Oh girls?” Midnight called out far too cheerfully given the situation. “Why don’t you help out our friend here?”

With his hands pulled behind his back, Button watched as Zap and Sugar were floated over to him. Both mares were flushed from the attention they’d received, and were bent forward with their breasts pressed tightly together. Before Button could voice any protest, such thoughts were wiped from his mind by the soft sensation of two pairs of tits surrounding his cock. The mares were floated up and down, their busts stroking the hard prick lodged within. As the stallion squirmed and moaned, both pegasus and thestral cried out as the magic hands that had been fingering them had morphed into glowing dildos that now dove deep into their folds.

“Aww, they’re such good friends already.” Midnight mocked as she went back to hammering away at her nieces’ cleavage. With the background noise of the other three ponies forced to pleasure each other, the corrupted alicorn picked up the pace, and felt the pressure of an oncoming orgasm. A twisted idea formed in her mind as she paced herself slightly, grabbing Flurry’s top two nipples and channelling magic into them. An identical field of magic surrounded her lower nubs, while the tip of her snake tail prodded at Flurry’s sopping sex.

“Oh my,” the elder princess exclaimed. “Experienced, are we? Well, that makes me feel that little bit better about what comes next.”

“T-Twi… light…?”

Midnight suddenly accelerated on three fronts, quickly pushing herself over the edge of orgasm. As her obscured cock painted the inside of Flurry’s chest with sperm, the former element bearer rammed her tail tip as far as it would go into the younger alicorn’s pussy. The spell channelled into those bloated white chest balloons ignited as well, and a familiar pressure returned and rapidly grew within her breasts. In the span of a few seconds, Flurry felt the pressure build and tighten her chest until it couldn’t be contained any further. Her nipples erupted with a deluge of milk roaring out. Four streams akin to firehoses sprayed their creamy bounty out onto the soil of the ridge. The release, coupled with the intrusive tail and jizz-coated cleavage, forced Flurry to cum as well. Her pussy squirted around Midnight’s tail as she spasmed, the fresh dairy surging out in yet another burst.

“Twilight.”

“And now,” Midnight sighed with malicious glee as she turned her dear niece around to land on her eternally-spraying udders, leaning in and spreading her flanks to get a look at her still-twitching pussy. “I’ll make a real mare out of you.”

“TWILIGHT SPARKLE!”

The roar silenced everything for miles around. Midnight froze. Her concentration vanished, meaning so too did her magical constructs and fields. The three ponies fell to the ground in a panting, tired heap as the alicorn backed away from her nieces’ ass, her eyes wide as saucers and her mind racing at this seeming impossibility. Slowly, as if time itself was purposely crawling to spite her, she turned around to see who that familiar voice belonged to. She feared the answer, yet looked anyway.

Standing there, staring at her with saddened green eyes, was Spike.

Midnight’s jaw dropped. Her mouth moved, yet no words escaped her. Her fingers twitched and arms raised and lowered, unsure what to do before going limp in shock along with her wings. Even her mane, floating like some ethereal flame, fell around her face; framing her in an even more broken visage.

“S-Spike?” She finally stuttered, slowly slithering towards him as Zap crawled over to the still-lactating Flurry behind them. But they were invisible to Midnight Sparkle now. Unimportant, compared to the now adult dragon that stood before her. “B-But-But how? You… You’re supposed to be dead. Oh, come on, Midnight. If Talvira lied to you about so many other things, she could lie to you about this. Still…” The alicorn came out of her rational over-thinking to stare back at Spike. “How…?”

“I wanted to come after you girls, Twilight, honest.” Spike explained, taking great care not to move too quickly for fear of spooking the pony knew better than any other. “But Starlight sent me to the Crystal Empire once she thought it was too dangerous…” He wiped away moisture from his eyes to notice Midnight was close to tears as well. “I’m sorry, Twilight. I should’ve come sooner.”

“…No, you shouldn’t have.” Midnight forced herself to respond, her voice barely a whisper as she held onto her arms tightly. “Like I said; Twilight Sparkle is gone. I’m all that remains of her. I am Midnight Sparkle now.”

“You’re wrong. I know you’re still in there, Twilight.”

“Oh yeah?” Midnight sneered, beginning to rise to her full height. “And how would you know? I could crush you in an instant.”

“If you wanted me dead, you wouldn’t have waited this long.” Spike’s swift shift of tone to one of steely determination threw the alicorn’s confidence for a loop. “The Twilight I remember would never threaten me. Never hurt me. So if you really are a completely different pony, then prove it and strike me down.” Spike fought through the pain of declaring such a challenge, as well as the small fear that his beloved Twilight really was gone. He’d heard from Rarity a tiny glimpse of the horrors Midnight Sparkle had inflicted on ponies, but he pushed that aside for now. His green eyes locked onto her purple ones and refused to look away. He needed to be strong now. For her.

Midnight’s eyes twitched, and she shook her head as if trying to rid herself of something. Whether it was tears or some perceived mental weakness was unclear to the dragon, but he maintained eye contact all the same. The alicorn raised her hand above her head and into a fist, holding it in the air for a while. Her arm began trembling, her face contorting in pained expressions as her breathing quickened. A few times her arm moved forward slightly, as if to strike the warrior down like he dared her to. Yet every time her arm had barely moved an inch before pulling back. The war in her mind was all consuming. In her mind’s eye, Midnight didn’t see a muscular, armoured dragon appealing to her past self. She instead saw the baby dragon she had helped hatch. The dragon who had been one of her earliest friends and companions. A dragon she had considered a younger brother.

“DAMN IT!” Midnight roared, her arm finally swinging down. The impact created a massive thud echoed out as much as Spikes’ previous roar had. Button and Sugar had reclaimed their weapons, but a weary Flurry held them back with her magic, waiting to see the result. As the dust cleared, the group saw Midnight sitting before Spike, her clenched fist pulled from the shattered rock beside her. Then the ponies heard a sound they weren’t expecting to hear.

Midnight crying.

“I… I-I’m sorry, Spike.” She blubbered, her hands covering her face as her shoulders shuddered. “I ‘m too far gone. I’ve done so many terrible things and…I’m not strong enough….” Spike sighed as his heart broke at the sight. Slowly, he knelt before the alicorn and extended his claw, waiting for her to notice before saying his piece.

“Twilight,” he said, pushing through the emotion threatening to choke him up and blur his vision with tears. “The fact you didn’t hit me proves you’re strong. Strong enough to resist the darkness. Strong enough to trust me. You once trusted others to help you save Equestria… You’ve trusted me to save the Crystal Empire. Now, I’m asking you to trust me enough to save you.” Through watery eyes, Midnight looked back and forth from Spikes’ hopeful gaze to his extended claw. Her arm wearily lifted itself as if to take his hand, but hesitated. One more glance into those green draconic eyes seemed to be enough, however, and the alicorn instead fell forward into a tight hug, crying into his shoulder.

“I… I’m so sorry Spike.” She wailed, her cries stabbing at Spike as her hugged her back, stroking her mane to help her calm down. Looking beyond his pony sister, he saw the rest of the group looking on with varying expressions; from Button and Sugar’s shock, to the small but heart-filled smiles of Flurry and Zap. Nodding back at them, Spike dug into his bag and pulled out three reformation gems before pressing them into Midnight’s back.

The tell-tale burst of brilliant light erupted in Rambling Rock Ridge, with another smaller light racing across the sky. The lavender streak shot from east to west, only stopping its advance as it circled over the town of Ponyville. The horde of monsters below, as well as the just returned army from the Storm Kingdom, looked up to see the light rocket up into the clouds. A few seconds passed before the sky opened. The clouds were split apart in the definitive shape of a six-pointed star, before expanding out to encompass the entirety of the airspace above Ponyville. As a confused and tense Princess Nodabba looked on, the lavender light suddenly spiralled around and shot back east. Past the Everfree Forest and to the eastern edge of Rambling Rock Ridge. Descending rapidly, it soon found its brethren and embedded itself into the guard of Flurry Hearts’ sword. The glow died down and revealed a magenta jewel in the shape of another six pointed star, and Flurry didn’t need an explanation as to what this artifact was.

“The Element of Magic.” She murmured reverently. 

Said element shone for a moment, and a similar glow encompassed her body. She felt the changes shift and pressures ease before the light died down. Looking down her body, the princess could tell her breasts were a little smaller. The second notable fact was her milk production had finally slowed down. Though they still felt uncomfortably full, at least they weren’t constantly gushing with milk. The third and perhaps biggest change, however, was one she felt with her hands. She had lost a breast. Now there were only three; the third one taking centre stage on her stomach, forming a triangle of tits.

Looking back over, she saw Spike untangling from the hug with her aunt. Her reformed aunt. 

Well, mostly reformed. 

The mares’ coat was now more lavender than dark purple, with a straight purple mane adorned with a pink and magenta strip running down the length. Fluffier lavender wings adorned her back, now somewhere between her own and Zap’s in terms of size. Her horn was now that of a standard unicorn, if perhaps a bit longer. Her purple eyes had regained their whites, and the teal energies that had surrounded them likes glasses had vanished, much like the glowing emblem over her cutie mark. Sadly, there were still some corruptions. The snake tail remained in place of normal legs. She also still had four breasts, though they had decreased in size to about F cups. The last thing of note was, though her cock and balls had vanished and her marehood was visible once more, the clitoris seemed a bit wider and longer than on most mares, Flurry thought.

Those changes didn’t matter, however, as Twilight Sparkle rose as a free mare for the first time in nearly two decades. Turning to see her heavily buxom niece, she seemed to shrink in on herself. But a reassuring hand on her shoulder and a nod from Spike gave her the strength to move ahead. She slithered towards the princess and, though Sugar stood ready to jump in, Zap lowered the halberd and held her back. 

Twilight lowered herself before Flurry, uncertainty and guilt written all over her tear-stained features. But before Twilight could even utter a syllable, golden magic encompassed her and pulled her into a hug from her fellow princess. The tears flowed anew from both alicorns as Spike knelt behind them and embraced both mares, the three family members releasing years upon years of separation and pain. But these tears shed were happy ones also.

For the Princess of Friendship had returned. Not just to Equestria, but to her family.
> Chapter 22: A Poisonous Passage
> --------------------------------------------------------------------------

“Wait… Trixie’s going to be a mother?”

Flurry giggled, then nodded as she, Zap and Twilight sat at their campsite. Spike and Button Mash were busy cleaning up after their meal, while Sugar Silhouette had insisted on performing another scouting patrol to ensure they were alone. In the few hours since the princess of friendship’s reformation, she had been given some of Flurry’s rations despite her protests. Twilight had explained the defences of Canterlot, as well as the forces the group would most likely face, then listened with rapt interest to her niece; catching her up not only on their mission thus far, but also what had happened back in the Crystal Empire since Equestria’s fall. Such as Starlight’s polyamorous marriage, or the magician unicorn’s pregnancy.

“Yep,” the younger alicorn replied with a smile. “She’d be about halfway through her pregnancy by now. I know Lustre Dawn’s eager to meet her little sister. Well, she hopes it’s a sister at least.” Flurry and Zap shared a grin at this, but looking back, her aunt seemed distant. “Aunt Twilight?”

“Huh? Oh, sorry.” Twilight replied sheepishly. “It’s just… You’ve grown up into such a brave and strong mare, Flurry… Stronger than I was…” The snake-tailed alicorn looked down, and Flurry didn’t need to be a mind reader to have a good idea of what she was thinking about.

“Hey, that’s not true. You are strong. Strong enough to let yourself be reformed.”

“Flurry’s right, Twilight.” Spike announced as he and Button sat across the fire from the three mares. “Besides, Talvira’s the reason Equestria’s like this, not you.”

“But I helped her.” Twilight nearly shouted in response, struggling to keep her emotions in check. “Applejack, Rainbow Dash and Rarity may’ve faced her before me, but I was the first pony to fall…” The elder alicorn’s head drooped at this admission. “And I then helped corrupt the rest of my friends… Even my family…”

“But Mom’s still alive, and Dad is too, right?” Twilight looked up to see the hope in her nieces’ eyes. Though the whole truth hurt, she could at least tell Flurry the most important parts, if only to spare her already fragile heart.

“Yes. Both of your parents are alive. They’ve… gone through some changes… Changes I had a direct hand in, but both are still alive. Cadance has even managed to hold onto her sanity. It drove me crazy before, but I’m glad she’s still in there for your sake.” 

“Rarity gave me a pretty good idea of what’s happened to her, but… thank you.” Despite none present being changelings, they could all feel the relief radiating from the young princess. It was then, as the two alicorns embraced in a side-on hug, that Sugar glided back down to the camp.

“The perimeter is secure.” She reported with her typical stoicism, a nod from the others enough of an acceptable response as the thestral sat with them.

“Um, Princess Twilight?” Button asked, garnering the lavender alicorn’s attention. “I was wondering… how come you haven’t aged?” The question caught the entire group off-guard, Spike most of all. But as the dragon looked at his beloved friend’s features, he realised Button was on to something.

“He’s right…” He murmured. “You hardly look older than when I last saw you… How?”

“The clouds.” Twilight answered simply. She looked up at the darkened canopy, the rest of them following suit as she slipped into her infamous lecture mode. “Once a creature reaches eighteen years of age, the magic within the clouds greatly slows the aging process. So much so that a pony would only age a month over the span of a year.” This prompted looks of deep thought from the others.

“They have other purposes as well.” Twilight went on. “They serve as a clear symbol of Talvira’s rule over a region, weaken non-demonic teleportation, and increase the permanence of corruptive magic.”

“Uh… what was that last one again?” Zap asked, concern growing in her voice as she glanced between the two princesses. Twilight saw this eye contact, and it quickly clicked; her eyes mirroring the wide blue ones of her niece.

“They… T-The longer a pony stays beneath the clouds, the more likely that the permanence of any  corruptions they suffer increases…” It was only then, allowing her magical senses to flex, that Twilight noticed just how concerningly entrenched her nieces changes were. “Flurry, how long have you been done here again?”

“Two weeks…” Flurry answered, her tone full of dread. Movement in her peripheral vision alerted Flurry to Zap rummaging through her bag, pulling out her last two reformation gems. The young lovers shared a look, the unspoken question between them answered with a swift nod from the alicorn. Zap wasted no time, and pressed the gems into Flurry’s chest.

Light shone out in the ridge for a moment. As it died down, the rest of the party opened their eyes to witness the changes, if any. Flurry was sadly still burdened with a third, large breast adorning her midriff. The size of her three tits had decreased, however; down to K cups reminiscent of over-inflated beach balls if Twilight had to guess. Flurry could also feel the churning production of milk within them lessen. It remained, not entirely removed, but at least the pressure within had eased somewhat.

“Just like with Starlight…” Flurry muttered as she brushed a hand across her third breast, her voice betraying her sadness.

“Ah… Ah’m sorry, Flurry.” Zap apologised, unsure what else to say. Seeing those beautiful blue eyes beginning to tear up, the farming flier moved closer and embraced her special somepony; letting her sob into her shoulder.

“I don’t get it…” Button murmured, pulling out one of his own gems. “Sunburst said these would remove any corruption. So, what gives?” The stallion stiffened a little when Twilight leaned in to examine the gem, unintentionally giving Button a show of her four breasts hanging like ripened fruits.

“They are potent,” she stated after a moment or two, “but they’re made to fix recent corruption. Once the corruptions become more permanent, they’re viewed as part of the body, rather than an outside alteration. Meaning they’d have no effect if it was a long-term change.” Unnoticed by all, Sugar slowly turned to look down at her flanks. Perhaps she’d just become used to it, or thought it a natural growth of her figure but, as she traced a hand over her cutie mark of a bat-winged shield, a small note of uncertainty rang out within the Lunar Guard.

“Twilight, there must be something you can do. Please.” Spike implored his oldest friend. She looked between the dragon and the pair of ponies, all looking back at her with the faintest glimmer of hope. It stabbed at her recently-restored soul. Despite knowing the difficulties, how could she not try?

“A-Alright, I’ll try. But I can’t promise I’ll be able to remove all the corruptions.”

“I’ll take whatever you can remove.” Flurry responded instantly. “Just… Please, Aunt Twilight.”

The older alicorn nodded and set to work. She reached forward and gently placed her hands on Flurry’s third breast. Concentrating, her horn lit up in a purple glow, and her hands swiftly followed suit. She channelled her magic into the tit flesh, attempting to bend it to her will and deconstruct the buried power that had caused this change. Her power was met with some resistance, refusing to revert. But she was Princess Twilight Sparkle. The Princess of Friendship and former bearer of the Element of Magic. There were few more magically powerful creatures than she, and if there was one thing she had mastered during her time as Midnight Sparkle, it was flesh craft. The glow around her hands turned from purple to white, and grew to engulf all the third alicorn breast. Twilight poured in more magic, not caring how exhausting this task was proving to be.

The light pulsed in one final burst and Twilight fell backwards, easily caught in the strong arms of her number one assistant. Looking back, the group were relieved to see Flurry’s stomach was bare. Once more, the princess of the Crystal Empire had only two breasts, though their size and the feeling of milk within them remained.

“Y-You did it.” Flurry murmured in amazement. “Aunt Twilight you did it!” She was about to get up and hug the older alicorn when she saw her resting limply in Spike’s arms. A spike of fear pierced her heart for a moment, but she swiftly saw the slow rise and fall of Twilight breathing.

“That must’ve taken a lot out of her.” Button observed, as Spike set her down on a bedroll Sugar laid down.

“Yeah. How about we all get some shuteye?” The dragon suggested. “It’s been a long day.”

“Ah hear that.” Zap agreed, punctuating it with a yawn. The five readied themselves for sleep, Flurry casting the illusion spells to keep them safe before settling down with Zap snuggling up between her tits. Looking over, she saw Spike laying next to Twilight, looking upon her features as if he was rememorising them. Smiling, Flurry closed her eyes and joined the others in drifting off to sleep.





Disaster surrounded Twilight Sparkle.
 
All around her, the city of Canterlot was crumbling, as if a cataclysmic earthquake was reducing the mountain to rubble. Her mind raced as she tried to make sense of the mayhem. She heard the screams of not just the ponies of either sex she knew to be trapped in the city, but also of its more monstrous inhabitants. Fleshy protrusions erupted from the ground, consuming whole buildings and towers of opulence Canterlot was known for even before Talvira’s invasion decades earlier. All of this danger informed Twilight of one thing.
 
She needed to flee.
 
She turned and took only three steps before her brain caught up and she stopped. Looking down, the sight of her original, ordinary legs nearly brought her to tears, as did the fact her completely naked body only had a singular, modest pair of C-cup breasts. But this distraction cost her time, as she looked behind her to see a flood of flesh surge towards her position like a tidal wave. She tried to take flight, only to discover with horror that her wings were gone.
 
Twilight Sparkle was a mere unicorn once more.
 
The rampaging tide engulfed Twilight, carrying her along with the current as other buildings were consumed. Writhing within the fleshy mass, the unicorn saw faces of both ponies and monsters rise and fall. Their screaming expressions trapped beneath the surface like a rubbery film keeping them from escaping. Sexual organs of all kinds also began rising from the sea of skin in place of Canterlot’s buildings. Towering phalluses surrounded by house-sized testicles, vaginas opening like sinkholes large enough to swallow her old castle in Ponyville, and overly-lactating breasts the size of mansions doted the landscape. 
 
Amidst the chaos, something rose from the tide of corruption. Twilight lost her voice at the sight of it. No… of her. Rising to stand taller than the mountain on which the city was perched was Cozy Glow. Her psychotic giggle boomed loudly as the unicorn witnessed the evil mare not only still wearing the Alicorn Amulet, but also sporting a horn alongside her wings. A giant, mad alicorn. The two locked eyes, and Cozy could only grin as she waved goodbye. The tide started sucking Twilight down below the surface. Any attempts to claw her way out were met with failure; the substance sliding through her fingers like a viscous flood. The princess could barely breath as the pressure built all around her. Her body was growing hotter as she felt like she was losing her sanity all over again. She desperately reached out for somepony, anypony, to save her.
 
Her silent wish would be answered.
 
A hand took hold of her own and, with force, pulled her clean out of the fleshy waters and up high into the sky. As the tint of the world changed from pink to blue, Twilight turned her gaze from the rapidly shrinking city of Canterlot to behold her saviour.
 
It was Flurry Heart, smiling kindly back at her aunt. Twilight took such strength from that angelic expression and hugged her niece tightly, tears escaping her purple eyes.
 




Twilight woke slowly, taking a moment or two to remember where she was. As she sat up, she found herself still at the campsite in Rambling Rock Ridge. The colouration of the clouds told the alicorn it was late morning, though around her Button Mash, Zap and Flurry Heart were all still asleep. The latter two slept together, with the orange pegasus comfortably nestled in the alicorn’s cleavage and below her neck. Twilight’s heart swelled at the sight, yet a quick glance down was enough to sour that good feeling. 

Unlike in her dream, her corruptions remained, and she knew that no number of reformative gems would ever be enough to rid her of her serpentine tail. Even more concerningly, not only was she still beset with four large sweater stretchers, but her larger clit had extended into a smaller copy of her now banished cock. A quick scan with her magic revealed it was merely a case of morning wood, though it still disturbed her.

“Twilight? You okay?” The alicorn looked up, finding Spike kneeling next to her. A few metres away stood Sugar Silhouette, giving a small, respectful bow to the princess before finishing her task; preparing breakfast, it seemed. Twilight looked back to the slumbering lovers and managed to regain some of that positive feeling back. The return of said feelings also led to a gradual softening of her cock, before it shrank back down into its standard clitoris form.

“Yeah… I think so.” She stated looking back at the dragon. He wasn’t sure, but chose not to push it as he took her hand and helped her up. “You let them sleep in?”

“Figured it was safe to give them a little more rest.” Spike replied with a smile as alicorn and dragon looked to the two slumbering mares. “Hopefully you being saved made it into Flurry’s dreams.”

“She made it into mine.” Twilight stated, causing a surprised look that melted into a chuckle from the dragon. “But are we sure it’s safe to stay put even this long?”

“I finished another patrol some ten minutes ago, Your Highness.” Sugar spoke up, counting out the contents of two decent-sized bags. “Rest assured, we are safe.”

“Okay then… Well, what’s your next plan, then?”

“We’re heading to free the Tree of Harmony. I sent a message back to the Crystal Empire, and we’ve gotten enough gems and rations to last us a while…” Spike grinned, though his fang-filled smile didn’t have the effect he was hoping for, as Twilight’s eyes widened. “Uh… Twilight?”

“…Oh, sorry Spike.” She apologised; shaking the cobwebs, and hopefully her fears, out of her mind. “It’s just… there’s a powerful demonic dryad there. Alraune.”

“Eh, I’m sure we can take her.” The draconic knight remarked, flexing his arm confidently.

“Spike, you won’t just be able to barge in and take her out that easily.” Twilight lectured, much as she did to him back when he was much younger. “Alraune’s one of Talvira’s most trusted demons, even back in the earliest days of her rule. She’s entrenched herself in the Tree’s chamber, and is surrounded by patrols of her dryad daughter throughout the entire Everfree Forest. Not only that, but after the governess in Ponyville was defeated and Applejack was reformed, Talvira had a battalion sent down to the ruins to reinforce their position.”

“So, you’re saying we can’t sneak in?”

“…I’m saying it will be difficult, but there is a way.” Twilight regained her confident smile as the idea quickly took shape in her mind. “The enemy will be guarding the perimeter, but they won’t be expecting anyone to be inside the castle already.”

“Why not?” Sugar asked. “That sounds like an enormous oversight of their defences.”

“They expect any intruders teleporting in to be flung off course by the miasma of the clouds. But I’m willing to bet I can get you inside the castle safely.” The Princess of Friendship then turned to her number one assistant. “Once inside, head for the throne room. There should be a secret passage from there to the cavern. From there, you should be able to surprise Alraune and take her down.”

“…Okay Twilight, but only if you’re sure you can handle it. After all, you did pass out last night fixing Flurry.” Spike’s concerned tone didn’t escape the princess’ notice, and a small part of her actually felt joy at hearing him caution her, just like he used to as a baby dragon.

“I’m sure.” She nodded. “Fooling the miasma to teleport you all more accurately is far easier than rewriting a pony’s body to reverse corruption. I just need a while to get ready.”

“Okay then. We’ll take ten minutes to get ready, then you can send us off.”

As Twilight stepped away to warm up her magic, practising basic spells to ensure no potency was lost in her reformation, the slumbering ponies were awoken and fed breakfast. Twelve minutes later, after the new gems and rations were distributed, all five were ready to go. The alicorns embraced in a hug that squashed their combined six breasts against each other.

“Are you sure you don’t want any more gems, Aunty?” Flurry asked as she stepped back, her hands still lightly holding Twilight’s arms. “We could give you back your legs.”

Twilight softly shook her head with a sad smile. “I’m afraid it wouldn’t work. This,” she gestured to her snake tail, “is part of a curse, specially placed upon me by Talvira herself. I’ve had it for years now, and I doubt there would ever be enough gems to fix it. The one silver lining is I’m used to having one now, so it doesn’t affect me as much as you might think.”

“If you’re sure…” Flurry replied uncertainly, but Twilight taking her hands coupled with that warm smile washed it away.

“I am. Take care of each other.” She then turned to Zap, standing nearby. “And Zap? When you find Rainbow Dash, I hope you’re able to bring her back. Once she is, I know she’ll be proud of you.”

“Uhm… Thanks, Ah guess.” The flier murmured, blushing as she brought a hand to the back of her chromatic head. Twilight nodded in respect to Button and Sugar, receiving one each in response, and finally turned to Spike. The dragon reached into his bag and handed Twilight a softly-glowing blue crystal. 

“Once you’ve sent us off, use this. It’ll take you straight back to the Crystal Empire. And Twilight?” Spike then closed the distance and hugged the alicorn tight. Twilight merely smiled and returned the hug. “Good to have you back.”

“Good to be back.” She whispered to him as he broke the embrace. “ But please be careful. I just got you back. I don’t want to lose you again.”

“Don’t worry, I’ll be back.”

With a grin, the dragon stepped back to stand alongside the rest of the adventurers, all now facing Twilight and awaiting their jump. For her part, the former Element of Magic took a few deep breaths, allowing her magic to slowly build with each inhale. She focused on the spell, mentally modifying the framework of the magic to fool the miasma. This would hopefully trick it into thinking the teleportation spell was demonic in nature, thus creating a smoother jump. Once she was satisfied with the modifications and built up enough power, Twilight unleashed the magic and fired the spell.

She fell forward, using her hands to catch herself and taking a moment to catch her breath. After using demonic magic for so long, Twilight hadn’t considered how strenuous it would be getting used to her original magic. Looking up, the corrupted princess found herself alone. Pulling herself upright, she looked at the crystal Spike had given her before movement in her peripheral vision caught her eye. Up in the sky, flying towards her position from Canterlot’s general direction, were several flying creatures. Their forms looked far from normal, instantly informing the alicorn these beasts were Cozy Glow’s handiwork.

“Your mistress won’t win.” Twilight stated in a quiet, yet defiant tone. Clutching the crystal tightly, she quickly let her magic feed into the jewel before activating the spell within. The monsters were within ten metres before Twilight Sparkle vanished, their prey eluding them.





The jump was just as simultaneously infinite yet instantaneous, but the five travellers all arrived in the same place and unscathed. Despite the headache-inducing sensation that teleportation often entails, one by one the group stood to find themselves in a small dome-shaped room. Along the curved wall and dominating the straight one were a couple of bookshelves, the ancient tomes within looking as solid in their places as the stones in the wall. Between the shelves were unlit torch sconces, yet it didn’t seem dark enough to obscure vision. A few faded pillows lay scattered on the carpeted floor, dust and dirt thick upon all of them.

“W-Where are we?” Button asked as he rubbed his sore head.

“We’re in a secret study that used to belong to Princess Celestia and Princess Luna back when they were fillies.” Spike explained, brushing the dust from his armour and clothes as he moved towards the straight-wall bookshelf. “Twilight and I discovered it a few weeks or so after she became a princess.”

“Y-You mean…” Sugar stuttered, suddenly looking around the study with wide-eyed awe. “I’m standing in Princess Luna’s childhood sanctum? To think I would stand in such a place so important to my Mistress…”

“…Uh, ya done?” Zap asked with a raised eyebrow upon a deadpan expression. “Cause you’re creepin’ me out a lil.”

“Oh!” The thestral jumped, an embarrassed blush quickly lighting up her grey coat. “Uh-I-I’m sorry… It’s just…” She shook her head. “Nevermind. I apologise for… that. What is our next move?” She turned to stand at attention towards Spike and, after a moment of silence that emphasised the awkwardness of the exchange, the rest of the ponies turned to the dragon as well.

“Ahem, yes, well,” Spike cleared his throat, hoping moving forward would erase that moment from everyone’s mind. “Twilight mentioned there’s a secret passage she created years ago to spy on Alraune; just in case she needed to take her out for some reason…” The purple-scaled knight shook his head, not wanting to mentally progress further down that line of thought. “It’s hidden in the throne room. I’ve been here plenty of times before, so as long as we don’t alert the patrols outside, we should have a straight shot at getting to the Tree of Harmony.”

“Well, what are we waitin’ for?” Zap spoke up with more enthusiasm. “Let’s get this wagon train a movin’.”

Grinning, Spike turned back to the bookcase. It took him a few tries, but soon enough he found and pulled the fake book that opened a secret door. The entire wall pushed outwards slowly, the five on edge as the stones ground loudly. But no rush of enemy soldiers or giggling plant ponies came. After a minute of tense waiting, Spike slowly led the others out into the wider ruins. They stepped into a larger hall, clearly used as a more public library than the private one for the princesses. Shelves were filled with dusty tomes and yellowed scrolls, ancient knowledge on the verge of literally crumbling away.

“So…” Button began. “I know Princess Twilight said there wouldn’t be any patrols inside the ruins, but are we sure that’s still accurate?”

“Allow me to check.”

Sugar strolled forward a few metres ahead of the group. There, she closed her eyes and focused almost exclusively on her sense of hearing. Thestrals, like the bats they shared traits with, had impressive hearing. Her large ears flicked and swivelled, picking up every creak of rotten wood, every drip of water into a small pool. Within all this auditory information, there was nothing that told the Lunar Guard enemies were within the structure itself. She heard the murmurs of conversation and the thud of footfalls, but these were muffled and distant; proof they were safe. For now.

“No enemies within the ruins. Lead the way, Sir Spike.” The dragon showed initial surprise at the title, but quickly shook it off as he led the others towards the large doorless exit. But he took no more than five paces into the high-ceiling hall of stone when he stopped, and spread his arms so the rest of their group did the same.

“Uh, Spike? What’s wrong, buddy?” Button asked.

“That.” As one, the ponies looked forward to see what had intimidated the dragon. Dark vines criss-crossed all over the floor, walls and ceiling of the hall were virtually covered in them. Spread randomly along the length of each vine were bright blue flowers the colour of clear skies. So bright, they gave off a dull glow that helped partially illuminate the path.

“Seriously? We’re stoppin’ fer flowers?” Zap asked sceptically.

“Those aren’t just any flowers,” Spike explained, his serious tone convincing the others to listen. “They’re Poison Joke. Last time we dealt with those, touching them changed the bodies of Twilight and her friends like a strange joke.”

“Such as…?” Flurry asked, concerned as one of her hands subconsciously found its way beneath her breast.

“Well… Twilight’s horn got all… floppy. Applejack shrank to the size of a Breezie, and Rainbow Dash’s wings were backwards. But, since Equestria’s been changed…”

“There’s every chance the changes will be more detrimental to our quest.” Sugar finished for him.

“Well, why not burn them away?” Button asked. “I mean, you know… being a dragon and all.”

“We can’t afford that.” Spike countered, turning to look at the earth pony. “We have no idea how thoroughly these vines are spread throughout the ruins. If I burn them, we might end up cutting ourselves off from the throne room. What’s more, the heat and light from the fire would alert the enemies outside. Which is why we need to be careful when moving through. No touching the flowers. Everypony understand?” Four nodding heads were his answer; each wearing a mixture of concern and focus. Taking a deep, the dragon turned and began the trek.

The precession moved cautiously. With Spike at the helm, each step was made with careful intent. Where he couldn’t make the distance in one elongated step, he flapped his leathery wings and hovered an extra second to get his bearing before landing. Looking back, it was clear the rest were having trouble keeping up. 

Button Mash was next in the line and, though he was agile enough to maintain pace, he brushed against one of the azure blooms. He almost fell back from the shock, but managed to catch himself and move on, though he couldn’t help but feel his stallionhood and the sperm tanks attached were beginning to swell and tighten his pants. The mares were also having trouble. 

Zap was forced to hold onto Flurry’s breasts to help guide the overly-endowed alicorn through the maze of corruptive flora. But this left the pegasus having to focus on too much, and both mares would brush against the flowers on their traversal. Zap could not only feel Flurry’s breasts swell within her grasp, but her own obscured melons grew; stretching out the fabric of her flight suit. Grunting, Flurry also couldn’t help but feel the churning of dairy production accelerate within her bosom once more. Try as she might, these sensations, plus the fact her special somepony was holding her breasts so tightly, was making her soil her panties with feminine nectar.

Bringing up the rear was Sugar Silhouette, her halberd held at the ready and ears constantly swivelling to ensure nothing and no one snuck up behind them. That said, this action, on top of the distraction of the slow-moving princess ahead of her provided, also distracted the Lunar Guard. Her legs brushed some of the flowers, and she had to bite back a moan with her fangs. Looking down for a moment, Sugar could see her thighs fattening up, the gap between them disappearing. Her cutie mark of a shield displaying a crescent moon and flanked by bat wings stretched wide as her flanks expanded as well. The thestral winced for a moment as her G-string grew taut against her pussy. Looking back, the back strip disappeared within her enormous ass crack and, with her sensitive hearing, she thought she could hear the very fibres of her underwear struggling to hold on against the size of the posterior they contained.

“A-Are you certain this, huff, is the swiftest path?” She asked as she pushed on, thoughts dwelling on her beloved Princess Luna rather than how tightly her marehood was being dug into by her panties.

“It is.” Spike called back. “Now come on, you guys. We’re only a few halls away from the throne room.” The dragon continued to move through the steadily growing amount of Poison Joke vines with skill. Hovering to avoid those on the ground, then landing carefully to duck under flower-laden vines that hung from the crumbling ceiling like a curtain.

“Easy fer you ta saaaAA-MPHF!” Zap’s retort soon morphed into a surprised, then muffled yelp. In stopping to respond to Spike, a distracted Flurry couldn’t stop in time and bumped into her. The pegasus’ grip on the white milk tanks attached to the princess’ ribcage meant Flurry bowled over her marefriend and the two fell to the ground; alicorn atop pegasus.

Right into a large gathering of Poison Joke.

“Zap! I-I’m so sorry,” Flurry apologised as she held herself up on hands and knees above the flier. This didn’t stop her chest from pillowing on top of Zap, or from growing again upon contact with the flowers. Flurry couldn’t contain the moan as they swelled, and the milk within began escaping without any prompt. But something more was coming. A heat built up and even overpowered the sensations of her uncontrollable lactation. The feeling centred on the little button acting as a crown for her vagina. It throbbed and pulsed, until Flurry couldn’t hold it back through sheer willpower any longer.

“F-Flurry…” Zap stammered, busy feeling a similar feeling building in her pants as her breasts strained the magic-enhanced clothing Rarity had given her; swelling despite being dwarfed by the alicorn breasts atop her. But the question of what was wrong died on her tongue when a loud tearing sound echoed out in the stone halls. The princess cried out, pleasure forcing itself into her tone, as Zap felt something hard stroke against her pussy, and especially her clit, before progressing further up her toned midriff. It lifted away, only for the flared, drooling head of a pink cock to emerge from within Flurry Heart’s cleavage.

“F-Flurry. Stay wit’ me. Breathe.” Zap tried calming the princess, even as Button and Sugar strode in to link an arm under hers and heave her to her feet. Standing up herself, all present saw Flurry’s pants were shredded, serving as nothing more than torn leggings at this point. Obscuring her wet lower lips were testicles the size of ripe apples, and her cock was long enough that the head sat nice and snug just above the long line of cleavage. One look at her face and Zap knew the princess was on the verge of a panic attack, so she strode forth and took Flurry’s hand in both of hers; simultaneously guiding her out of the patch of Poison Joke.

“Flurry Heart! Focus. Focus on me, an’ breathe.” The near shouting seemed to snap Flurry out of it and, despite it taking four attempts, her mothers’ breathing technique helped soothe her nerves to be functional at least. Feeling a twinge of pleasure from her own waist, Zap pressed her breasts in to see a raised line about the thickness and length of a finger extending up from her crotch beneath her flight suit. Trying not to lose her nerve herself, Zap nervously reached down to inspect it. The second her fingers made contact, it felt like a lightning strike had ripped through the Apple’s nervous system. Pleasure immobilised her, and she fell forward, the alicorn’s soft chest acting as the perfect cushions to catch her.

“Z-Zap? Flurry struggled to ask through both the pleasure and the fear of what was happening to them all. Zap moaned, a little too erotic in tone for the princess’ tastes, before pushing herself back to a vertical base. Though she wobbled a bit, she gave her lover a shaky thumb up. She made the mental note to not touch that line again, learning all too painfully of what corruption she had suffered.

Groans filled the air, and the pair turned to see the other two ponies also suffer further corruption. Button groaned as there was an obvious swelling in his crotch. A large length also pushed against one of his legs; no doubt his hardening, enlarged cock. Sugar also squirmed on the spot, her G-string giving up and tearing off like Flurry’s undergarments. Her backside ballooned out, rivalling Flurry’s tits for swelling. The thestral wobbled for a bit before regaining her balance, every shift of her legs creating a wave of jiggling flesh across her plump thighs and overly wide ass.

“S-Spike… We’ve, huff, we’ve gotta turn back!” Button panted, finding it difficult to move when his cock stretched down to just above his knee; the fabric on the verge of failing to contain such a snake.

“But we’re so close.” The dragon called back, pulling ahead from the others as his vision and goals tunnelled towards finding the Tree of Harmony. “We’re literally a few halls away from the throne room. Come on!” 

Spike pressed on, leaving the four ponies no choice but to try and follow. As before, the dragon was managing to avoid the flowers causing his teammates such problems. Despite the large sword threatening to destroy his pants, Button managed to gain some ground on the dragon as he turned. Even better, now knowing how their twisted effects, the gamer put his quick wits to the test and managed to avoid the flowers as well.

A cry from behind them brought the boys to a stop, indicating the girls weren’t so lucky.

Flurry had tripped against a loose piece of stone and fallen against the wall. A wall covered in more Poison Joke. Zap and Sugar both rushed, or waddled in Sugar’s case, to aid the princess back to her feet. They had to keep their hold on her arms, given the alicorn’s bust was now roughly at an N cup, if Zap’s assumptions were correct; concerningly approaching the size they were upon leaving Manehatten days earlier. Her cock had also grown; now rising higher in her cleavage, its pre-leaking tip twitching at eye level. But as Flurry’s moans only intensified, a quick look to the white mare’s front revealed why. Though Flurry was producing so much milk it couldn’t be contained within her breasts, the nipples the fluid sprayed out from were now sunken back within the mounds of tit flesh. 

Zap and Sugar also winced at the pleasure of further changes to their bodies, the three mares nearly falling as once due to how weak these sensations made their knees. Again, the orange mare’s chest pushed against the magically resistant suit constraining it, but there was little resistance to the sudden growth of Sugar’s chest. Though not as noticeable compared to the other two mares, the bat pony’s breasts had grown into full D cups; her torso starting to fill out as if to counter her bottom-heavy status.

“Flurry!” Spike shouted, his desire to reach the throne room as fast as possible discarded in the face of what happened to someone he considered a niece. He and Button rushed back to the three mares, careful to avoid touching any more Poison Joke. He raised his hands, but made no attempt to touch Flurry, unsure what to do. Guilt was weighing on him as Button moved to help support Sugar’s added weight while Zap did the same for the princess.

“Darn it, Spike! Think of sumethin’!” The Apple shouted, her anger at this unmistakable. It seemed to do the trick, snapping the draconic knight back to his senses. Quickly taking flight to look back the way they came, and then down at the group, there was no way they’d make it backtracking without more contact with the damned flowers. Meaning more corruption. In the face of this, Spike could only think of one way out of this and landed before Flurry, placing his scaled hands on her shoulders.

“Flurry… I’m sorry.” He began, trying to display both the determination for what was required, and the empathy he knew she needed. “Both for this, and what I need you to do. Can you teleport us all back to the library? Or the study?”

“Are you kiddin’?!” Zap protested. “She’s in no state t’ do that!”

“We don’t have a choice.” Spike shot back. “The only other option is walking back, which means even more chances to be altered further.” He then turned back to the princess. “Flurry, please. You’re our only chance.”

Panting from everything her body was putting her through, Flurry wearily nodded. She tried focussing on the library, reaching out with her mind and magic, while her hand reached out as if on reflex. She soon felt the familiar grasp of Zap’s hands taking her own, giving her just enough strength to encompass the five of them with her magic. Feeling her horn begin to warm from the concentration, Flurry fired the spell and the five adventurers blinked out of the flower-covered halls. 

Seconds later, they rematerialized back among the high shelves of tomes and scrolls. All save Spike either sat or lay down, panting and doing their best to keep their hands from exploring their new or expanded body parts. It was then, as the others tried regaining their breath in the face of these changes, that all the guilt of the situation hit Spike like a runaway train, the dragon stepping back with wide eyes and shortening breath.

“What have I done?”
> Meanwhile 6... Friends, Family and Loved Ones
> --------------------------------------------------------------------------

“Everyone’s looking at me.” Talvira could only chuckle at the statement as she and Lyra passed out from the castle gates and into the wealthy upper district of Canterlot. 

Well, slithered in the former unicorn’s case.

Looking to her side, the empress took in her friends’ new form. Her upper body remained much the same, Talvira’s eyes lingering on that bountiful, milk-laden chest of hers. Said chest was barely contained; nearly spilling out of a very thin black boob tube with silver trim. But from the waist down, Lyra bore a snake tail with scales only a shade darker than her coat. A black satin dress and silver jewellery, not unlike those worn by belly dancers offered from her governor in Saddle Arabia, was the only thing keeping her decent; something expected for those of high society when not engaged in the everyday depravity of this lustful Equestria. Talvira had her standards, after all. The last change was Lyra’s teal and silver mane. Instead of hair, it had changed into dozens of small same-colour snakes that looked around as on alert as the head they were sprouting from. 

A medusa wasn’t the form Talvira thought Lyra’s demonic ascension would take, but she and Sluttershy had helped the former unicorn to acclimatise to her new body, and the powers that came with it. The powerful she-demon had un-petrified at least three servants in training her, but she felt Lyra had gotten the gist of it.

“Well,” Talvira replied with a grin. “It’s not every night a friend and I saunter out of the castle now, is it?” Lyra didn’t have a retort, shyly nodding. It amused the demoness as she glanced around. The haughty demon nobility that was out and about looked on in shock. Rare was it Talvira left the castle outside of a special event or military campaign. Well, this is special to me, she thought to herself. “Ah, here we are.”

The pair stopped before a large dwelling. It stood three stories tall, with its roof rising above the neighbouring buildings in tall conical spires. Talvira knew there was also a large walled garden out the back, and the inside was spacious enough for a demon the size of Lyra to live comfortably.

“T-This is my new home?” Lyra asked, her eyes wide at the sight. “B-But this is too much for me.”

“On the contrary, my dear.” Talvira said with a warm smile. “I chose this house for you myself. Specifically built to accommodate large demons. Besides, you’re not the only one living here.” That peaked the former pony’s interest but there were others approaching. Having a horde of snakes linked to ones skull gifted Lyra an incredibly expanded peripheral vision, and it was through this that she noticed the newcomers. Though, the high-and-mighty tone of one of them would’ve alerted any to their presence regardless.

“Your Majesty!”

The pair turned to the newcomer, spying two ponies the demoness was sadly familiar with from her royal court. Jet Set and Upper Crust. The former ponies had, like most of Canterlot’s posh elite, swiftly sided with Talvira following her initial invasion. Whether this was to avoid becoming slaves and retaining their noble status, or because they agreed with her conquest depended on the pony, though Talvira was certain these two fell into the former category. Their demonic aspects were rather miniscule; small, pointed horns protruding from their foreheads, spade-tipped tails, and their bodies taking on supermodel physiques. Said bodies were garbed in robes and strips of thin, near-transparent fabric. Their attitudes, however... Talvira wondered how the former Princess Celestia put up with ponies like these.

“Ah, Jet Set, Upper Crust.” The empress replied, some effort being exerted to avoid venting her annoyance at the appearance of the couple. “To what do I owe the pleasure of this meeting?”

“Your Majesty,” Jet Set began with a respectful bow. “It’s in regards to our-”

“How could you take our house from us?” Upper Crust interrupted before her gaze drifted to Lyra, who’d been doing her best to not be noticed beside the she-demon. “Whatever lies this harlot has said about us to warrant this are untrue.” 

Talvira’s brow furrowed. “No lies have led my judgement astray.” She replied with strained diplomacy, internally drinking in every nanosecond of Upper Crust’s shock at those words. “This is Lyra Heartstrings,” she continued, gesturing to the timid snake pony. “She played a substantial role in uncovering the recent coup attempt by Midnight Sparkle. Considering such a betrayal, and the failures of others, I’ve found the need to reward those that succeed even more important. Thus, I have bestowed upon Lyra the title and status of nobility, and have bequeathed her a home worthy of her station.”

“B-But…” Upper Crust stuttered; her privileged mind incapable of understanding. “Why our home? Why punish us when we’ve done nothing to deserve it?”

“I have already provided the two of you replacement dwellings two blocks from here.” Talvira responded, deliberately allowing her diplomatic mask to slip a little and reveal her growing annoyance. “And if I were to punish the two of you, you would spend a month in the castle dungeons suffering pain the likes of which you’ve never experienced in your comfortable lives. Does that answer your question?”

“We-We meant no disrespect, Your Majesty,” Jet Set cut in; clearly trying to save his and his wife’s skin. “We were just unaware of the situation, and concerned on how it affected our standing with you.”

“Y-Yes, exactly.” Upper Crust carried on, wising up to the fact complaining was getting the pair nowhere. “We’ve been such loyal subjects to you ourselves, we just wished for clarity in regards to this… sudden change.”

“Shut up.”

The quiet voice stunned the duo of noble ponies. Even Talvira was a little surprised as all three turned to face Lyra. While she had been hiding behind the empress at the start, the longer the conversation went on, the more she wondered why she needed to do that at all. Talvira trusted her, had given her status and powers to stand up for herself. Compared to these two, what she had done was vastly more important. The most interesting thing Jet Set and Upper Crust ever did in the royal court was spread rumours, sell information, and throw lavish orgies at their residence. 

No… her residence.

“Excuse you?” Upper Crust asked all flustered. “Do you have any idea whom you’re talking to?”

“A selfish bitch who does nothing but run her mouth and let total strangers fuck on her couch if it’ll improve her place in the court.” The unicorn spoke louder as she went, as well as slithering past a very surprised demon empress to stare down the uppity earth pony. “Unlike you, I had to work to gain what little I had, both now and before the conquest. But you?” She laughed coldly; a noise most unexpected coming from the mint-green unicorn. “You two were real pieces of work even before Talvira showed up. It’s amazing Princess Celestia didn’t banish you just so she never had to hear your voices again.”

“You filthy bitch!” Upper Crust shrieked, finally reaching her limit. Her arms swung out, but froze before she could strike Lyra’s cheek. She and her spouse watched, in horror, as her body rapidly turned from flesh to stone. The last act Upper Crust could manage before completely becoming a statue was looking Lyra in the eye. That mistake proved costly. Lyra’s eyes glowed red, as did those of all the snake heads of her mane. The direct eye contact tripled the speed of petrification, and within seconds the Canterlot socialite was nothing more than a clothed sculpture.

“U-Upper Crust?” Jet Set stuttered in abject fear. Slowly he turned to look at Lyra, the glow from her eyes fading, then to Talvira, who seemed incapable of hiding her smirk. “Y-Your Majesty… I… I-I’m sorry. We’re sorry. Please, spare us.” The demonic stallion even went as far as to drop to his knees and beg. Were she not in a good mood from spending time with Lyra and seeing this wench turned to stone, she might have killed him out of pity.

“Very well,” she sighed. Summoning her magic to the tip of her pointer finger, the empress gently tapped the statue forehead. As quickly as the transformation had been, a red light from within formed cracks all over Upper Crust’s form. Within seconds, the statue shattered, and the mare within was freed. Jet Set instantly rushed to her side, but both looked up when Talvira leaned down over them.

“I do hope you’ve learned your place in the hierarchy,” she said with a sadistic smirk. “Now, return to your new home and never cross Lady Heartstrings again. Am I understood?”

“Y-Yes, Your Majesty.” Both nobles stuttered before turning and running down the street as fast as possible. Standing back up, Talvira noticed a small crowd had stopped to watch the scene. Upon noticing her gaze, they hurriedly went about their business. Satisfied, Talvira led Lyra inside and stretched once the large front doors were closed behind them.

“Oh my,” the demoness chuckled softly. “That was quite entertaining. I didn’t think you had it in you Lyra… Lyra?” Rather than revelling in the thrill of putting those toadies in their place as she was, instead the unicorn-turned-medusa was gripping her own arms tightly, shaking. Putting aside the lovely image her arms squashing her pillowy chest made, it was clear to Talvira that her friend was barely keeping control. “Lyra? What’s wrong?”

“I… I didn’t…” She stuttered, taking a few deep breathes before meeting Talvira’s unusually concerned gaze. “I didn’t mean to do that… to say that. I… well, maybe I’ve always wanted to, but… How could I have done that?” Lyra’s spiral was halted when Talvira placed a reassuring hand on her shoulder.

“Lyra, calm down.” It took a few moments, but eventually her friend regained control and looked up to the patient face of her former mistress. “You asserted yourself. There’s no shame or censure for that here. In fact, doing so have undoubtedly strengthened your perception amongst the other nobles. They will know you are one to be feared, even without me at your side. Do you understand?” 

Lyra mulled it over. While the pony within her still felt awful that she had intentionally petrified another pony, a crime usually reserved for only the worst of villains in the old Equestria, another part of her revelled in it. Enjoyed it, even. The feeling of power it gave her, especially putting those up-tight elitists in their place, felt good. That feeling still scared the mint unicorn-snake, but the rational part of her mind slowly came to accept she’d need to rely on that more aggressive side in order to survive royal court. Coming out of her mental deliberations, she nodded to Talvira.

“Good,” the demoness ruler said with a soft smile before turning around. “Now, let us explore your new home, shall we?”

Only now, with Talvira’s gentle suggestion and the mental dilemma momentarily passing, could Lyra focus on the interior of her new home. Her serpentine tail slithered across glossy black tiles, while the tan-coloured walls rose a foot above even the empress’ head. The entrance hall ended in a carpeted staircase ascending to the next floor, while a large opening to her right led to a room with a large circular dining table, surrounded by high-backed chairs. Following Talvira to the left, the hall opened into a large circular living room. The floor was lowered in a large circle for most of the space, with the edge lined with plush couches and a low-standing table in the centre. Extending out from the table and up to the roof was a silver pole, and the deactivated spotlights in the corners of the room instantly told Lyra all she needed to know about the type of parties Jet Set and Upper Crust had been holding here.

“Lyra, allow me to introduce your new servants.” The statement from her former mistress snapped the unicorn out of her daze and her golden eyes widened at the sight.

In a line stood four individuals; threes pony mares and one monster. The beast in question was a tall, muscular wolf-man, though less furry than those that guarded the castle. Furthermore, this one had three separate heads; each one bearing a stern yet focussed demeanour. He wore black pants above his similarly-coloured fur, along with an armoured pauldron over his right shoulder. The three mares were all wearing the skimpiest excuse for maid outfits Lyra could think off. Black sleeves and stockings that ended in white frills just below the should and at mid-thigh. Matching white aprons that didn’t bother to cover their breasts at all, and were so short they stopped above their hips. A black hairband with frills and a black collar with a hook for a leash completed the look of erotic servants, but while one of the mares was a stranger, Lyra was at a loss for words concerning the other two.

“This,” Talvira began introductions with the canine, “is Kerberos. He shall serve as your bodyguard and guardian of the house. And don’t let his dour expression fool you; he has agreed to swear fealty to you. Haven’t you, Kerberos?” At this, all three heads nodded in unison as a fist thudded into his muscular chest. Lyra nodded meekly in response as the demoness moved onto the mares. “This is Sassy Saddles. She’ll oversee your wardrobe, along with any other ‘uses’ you can think of for her.” Lyra nodded to the lustfully smiling unicorn before Talvira walked behind the line of servants and placed a hand on each shoulder of the remaining two. “And I trust you’re familiar with these two?”

That Lyra was. To her right, standing in the middle of the mares, was Raven Inkwell. Former clerical assistant to Princess Celestia before the Fall, she had since been serving as Princess Nodabba’s personal maid. The alabaster unicorn met Lyra’s gaze and nodded before looking back down; her nervousness at if her new mistress would be anything like the old one plain to see. Also plain to see were her large E cup breasts, the right one bearing a beauty spot just to the right of her nipple. But it was the other mare that produced the most shock. Smaller than the other two maids in more ways than one, she was also the only non-unicorn of the ponies. Instead, she was an earth pony. Her pink coat matched well with her red mane and tail that were both tied up at the ends with frilly scrunchies. Her emerald eyes stood out upon her defiant face, as did the white freckles. Both these, and her cutie mark of a red apple wearing a crown, would have revealed her lineage to anypony, let alone someone who had been serving in the castle as Lyra had been.

“Pink Lady?” The serpent pony couldn’t help but ask. “But, doesn’t she…”

“Belong to Nodabba?” Talvira finished, to which Lyra simply nodded. “Well, while my daughter has bemoaned Raven and her performance for years now, she’s only recently informed me she’s found a new potential bride. One she believes suits her better. And while I was incredibly tempted,” she punctuated by tightening her grip on Pink Lady’s shoulder as a look of fear finally entered the Apple’s eyes, “to throw this one into the stocks to become another cumdump to spite her treacherous family…” The empress then took a calming breath before continuing, releasing the earth pony’s shoulders as she did so. “I’ve invested too much time and effort into her to let it go to waste like that. So I figured you might get more use out of the two of them than Nodabba did. It’s a far more merciful fate than the alternative, wouldn’t you agree?” Lyra was stunned; trapped in a state of both surprise and fear. Surprise at Talvira’s mercy extending to somepony other than her, and fear of how thin the line was between the snake mare sharing these poor ponies fate. Quickly coming back to her senses when she noticed the golden gaze of the empress upon her, Lyra nodded in agreement.

“Now then,” Talvira continued, a content smile adorning her features. “You hand, Lyra, if you would be so kind?” Lyra slithered closer and obeyed. With her sharp nails, Talvira pricked the unicorn’s finger, drawing a few drops of blood. She released the mint green hand, allowing Lyra to compress the small spot as the demoness charged magic into the life-sustaining liquid before dividing it into four orbs. These orbs then shot forward and impacted into the chests of all four servants, stretching into elaborate shapes Lyra recognised as magic circles. For an instant, they flashed red, then teal, then faded from sight entirely.

“An obedience spell.” Talvira explained. “This way, you have a method of ensuring their loyalty.”

“A-And… and that is?”

“Well, for Kerberos, he’d suffer immense pain. Why there’s every chance that you could kill him if you wanted to. As for these three, their spell is near identical to yours. Should they step out of line, or displease you, all you need do is say their name and the command word to leave them twitching bundles of orgasming flesh.” The fiend leaned in and whispered the words of power to her new noble, the implications of what uttering those words would usher in sent chills down Lyra’s spine to the tip of her tail.

“I… might need you to write those down for me.” Stuttered Lyra. This response drew a chuckle from Talvira, one the unicorn could tell was genuine rather than condescending.

“Later. In the meantime, let us continue the tour of your new home.”

The rest of the house seemed to breeze by. Through the open space at the back of the living room was another space for socialising, though this one opened to the large backyard. Various plants that resembled genitalia lined the fences, while a pristine-looking pool dominated space. To her right, a section of the wall extended out, and revealed itself to be the downstairs restrooms. Further to the right was a door that led into the kitchen, which also had a door leading back to the dining room from earlier. Further into the kitchen stood another door, which Talvira explained led to the servants quarters. Up the stairs, the second floor contained two large guest rooms, a large communal bathroom, and a private study; the bookshelves lining the walls now barren. It was only as the pair climbed the spiral staircase to the third floor that Talvira slowed. Lyra could see the enthusiasm from earlier swiftly evaporate, as the demoness’ crimson hand lingered on the handle.

“Talvira?” Lyra asked, trialling calling the empress by her name while simultaneously not being used to seeing her uncertain. “What’s wrong?”

“There’s… one more gift I’ve yet to give you.” She sighed, her shoulders sagging before she looked back to the serpentine noble. “But something tells me you won’t like what you see.”

“…Well,” Lyra tentatively responded, slithering up to place a hand on the demoness’ arm. “We won’t know until I see it… right?” The look in Talvira’s golden eyes told of an uneasy conscious, but she sighed again and opened the door. A familiar sound could be heard as Lyra slithered in and beheld her new bedroom. The entire floor was one massive room, held up with thick pillars spread out evenly. A large balcony looked out to the street side of the house, while to the unicorn’s right were an open ensuite area and a large wardrobe. She turned back around to look to her left to spy a massive square bed, the four wooden posts at its corners nearly reaching the ceiling.

But it was the mare upon it that made Lyra’s blood run cold.

Staining the maroon covers with her love juices was none other than Bonbon.

Lyra’s eyes widened. Her mouth slowly gaped in horror, and her fingers twitched as she didn’t know what to do with them. The earth pony was riding a massive black dildo. Yet that apparent behemoth was near completely obscured by the incredibly thick thighs and expansive ass cheeks surrounding it. Of the two of them, Bonbon had always been more blessed in the backside department, but this level of padding was on par with Lyra’s tail in width. The fake horse cock was sliding in and out of Bonbon’s ass; a hole Lyra knew the two of them never even considered exploring. This left her pussy vacant, though the flood of femcum gushing out spoke volumes.

And it wasn’t the only change. Her arms were covered in navy blue sleeves, while a white waistcoat with only two buttons clasped, leaving her breasts to bounce wild and free. Said breasts had been grown into palm-filling E cups; their nipples covered with more navy blue in the shape of diamond pasties. Her navy blue and pink mane was done up in a high ponytail, while her larger-than-normal lips were coated in cherry red lipstick and her fluttering eyelids in navy blue eye shadow.

“Ah! So good! S-So-umph! S-So full-Hah!” Bonbon’s panting, lust addled voice cried out. The sounds emanating from her echoed and rebounded back, hitting the shellshocked snake pony from every angle. Each bulge beneath the skin as the sex toy stretched the mad mares’ insides made Lyra want to claw her eyes out. Each lustful exhale was an icy knife stabbing into her heart again and again. Her own breathing was shortening out of panic and pain, and she gripped her arms and bent forward as she couldn’t control the shaking.

“L-Lyra…” Talvira spoke up, her commanding tone nowhere to be seen as, for once in Lyra’s time knowing her, she sounded timid. “I… I can expl-”

Talvira’s explanation would have to wait. Fast as lightning, Lyra’s serpentine tail swung out and lashed the demonic ruler across the midriff. The force sent her flying back into the shower area, the collision breaking the taps and triggering water to fall from the shower head. Talvira shook her head and tried to rise, but Lyra charged in and tightly pinned the demoness to the wall with a mint-green arm pressing into her throat.

“YOU PROMISED!” Lyra roared as the snakes that made up her hair all rose and glared at Talvira. Knowing she had seconds before she became a garden statue, the empress sent the mental magical signal. In an instant, Lyra’s focus and aggression melted away. Shock and pleasure flooded her features as her body collapsed to the floor. Talvira rubbed her neck before looking back down at the twitching mare; the liquids spraying from her nipples and cunt mixing into the water from the shower. She deactivated the spell, leaving Lyra panting, but straddled her and pinned her wrists to the floor while her magic summoned a cloud of darkness around her eyes and hair.

“Y-You… You promised…” Lyra panted; the anger replaced by despair as her voice began choking up. “Y-You said you wouldn’t…”

“Lyra, I need you to listen to me.” Talvira began, forcing herself to remain calm. Under normal circumstances she would’ve killed any that dared strike her, as she should have done with Midnight. But she desperately wanted to avoid that this time. “I need you to calm down and know what I’m saying to you is the honest truth.”

“B-But…” the unicorn blubbered, her struggles fading away as she could feel tears forming.

“I promised you that I would return Bonbon to you as I found her. Unfortunately…” Talvira sighed and slowly looked up to the maddened earth pony still gibbering away as she rode that fake cock like her life depended on it. “That was how I found her. Or rather, how she was delivered to me.” She looked back down to see Lyra was fighting the urge to break down, even if every breathe was a half sob. Trusting the pony, Talvira waved away the shroud and tensed up. But no retaliation came. All she saw was Lyra looking back; her emotions overpowering any urge to fight.

“She was sent to me while you were changing.” The empress explained as she got off Lyra, allowing the new noblemare to sit up and join her former mistress in looking at her lust-crazed lover. “Given she came from Manehatten, it would seem Rarity broke her before gifting her to me. I… tried to reverse her corruptions for you, but it would seem she also imprinted a permanence curse.” Lyra turned to look at Talvira as she explained, her wet eyes widening in surprise. “This is sadly as close to her original form as Bonbon can be.”

“…A-And… what-what about her mind?” Lyra sniffled, trying to wipe away the tears.

“There’s nothing I can do.” The fiend sighed, turning back to head off the obvious response. “Despite my skills when it comes to corrupting my victims, my talents have always skewed towards altering bodies. Minds are a far trickier task, and one I’m not skilled enough in to effectively reverse. Otherwise I might have restored your sanity myself.” She gave a singular laugh, though it was empty. No mirth adorned the empress’ features. Only regret as a shrill cry declared Bonbon’s orgasm for all to hear. The earth pony, her mouth gaping in orgasmic glee, slumped down onto the bed. Her ass remained up in the air, with the dildo ever so slowly sliding out of her back door before falling out with a loud pop.

“I am truly sorry, Lyra. For breaking my promise to you.” Talvira went on, reaching to place a hand on the unicorn’s shoulder, but hesitating and retracting it. “If it’s within my power and within reason, I’ll do whatever it takes to make this right.” 

Silence descended over the room. Lyra simply stared at the panted mess that was her special somepony… Or had been. It was her, in body at least. But the Bonbon she had known, the Bonbon she had loved… wasn’t there anymore. In her place was a cock-hungry slut that reminded Lyra too much of what she was before regaining her sanity. Before Bonbon had saved her in her dreams. She said she’d save her…

“Rape me.” 

“…What?” Talvira asked, unsure of the words the tiny voice she heard said. There was no malice. Just genuine regret and curiosity.

“Rape me.” Lyra repeated, her emotions flowing out as she faced away from Bonbon. “Please. Fuck me back into oblivion. Please! I…” For a moment, Lyra nearly looked behind her, but she couldn’t bring herself to look at that mare. The mare that used to be Bonbon. “I… The only reason I’ve held on this long was because I knew she was coming for me. I-I don’t want to be sane if she isn’t. Please… at least this way I get to be with her again.” As she desperately pleaded, Lyra expected Talvira to crack down harshly. Maybe strike her, or trigger the pleasure spell again. But there was nothing. No anger, not contempt. Only silence as Talvira stared at her, in much the same way Lyra imagined she had been staring at Bonbon.

“…I… I-I can’t do that.” The words hit like a sledgehammer to Lyra’s already broken heart. She couldn’t comprehend it, staring wide eyed at Talvira.

“…W-Why… W-Why not?” She stuttered, rising back to a standing position as her sorrow was slowly shifting back into anger. “Why not?! Of all the things you could do for me, I thought that would be the easiest. What? Is this how you plan on torturing me now I’m not your slave? You’re doing this for kicks?!”

“No I’m not.” Talvira replied sternly, meeting Lyra’s defiant gaze with a measured look of her own.

“Then why!?” Lyra erupted, her tail slamming the tiles of the shower section hard enough to crack as she pointed a finger shaking in rage at Bonbon. “Give me one reason to stay sane when this is my reward!”

“Bonbon’s safety!” Talvira shot back, venting some of her frustration this situation was even happening. Though Lyra stopped yelling in a moment of surprise, that quickly faded as the anger in that golden glare remained. She surprised the demoness further by allowing her a chance to explain.

“Lyra, you of all ponies should know that every member of my court holds onto at least some of their sanity. Putting aside any negative implications for me, if I were to rut you senseless and return you to my harem, what do you think would happen to Bonbon?”

“You’d scoop her up too.” Lyra stated more than asked. “You did it for Caring Heart when her son was brought here.”

“You know that,” the fiend thumbed towards the bed and the prone pony upon it, “isn’t my thing. Big lactating tits like yours are what I go for. I’d have no use for Bonbon, so I’ll ask again; what do you think happens to her?” This time, uncertainty broke through Lyra’s mask of anger, and she spares a quick sideways glance at her lover.

“She’d…” She started, but the unicorn didn’t finish. Either because she honestly didn’t know, or maybe she did and didn’t want to admit it.

“She’d be sent away, Lyra.” Talvira answered for her. “With you no longer as her owner, she’d be sent to the slave market. Given how she looks, there’d be no shortage of customers bidding for her services. Some of those customers wouldn’t be as kind or thoughtful of her as you are. They’d break her even further and throw her out like trash.” Talvira’s voice rose as she went on, but she caught herself once she saw the effect it was having on Lyra. The wide eyes had returned, though they still maintained contact with her own; a fact that resolidified Talviras’ respect for the serpentine mare.

“That’s why you have to stay sane, Lyra.” She explained gently. “You said she would save you? Protect you? Well, by staying sane, you can protect her.”

Lyra let this sink in before turning back to the bed. To Bonbon. Slowly, as the stillness of the room was broken only by the earth pony’s tired breathing, Lyra slithered to the foot of the bed and kneeled. As she looked long and hard at the ecstasy-ridden features, she thought long and hard about Talvira’s argument. Every second Bonbon remained this way was another hammer blow to her heart. To see the one mare she loved more than any other reduced to this was a torture that eclipsed everything the unicorn had suffered these long years. 

However, if their places had been reversed, Lyra had little doubt Bonbon would accept. In all those years spent together, Bonbon had been the protective one in the relationship. Sure, Lyra could handle herself back then. She wouldn’t have lasted long in Princess Celestia’s School for Gifted Unicorns if she couldn’t. But Bonbon’s time as a secret agent, revealed on the day of Cranky and Matilda’s wedding, made her the clear fighter of the two. The protector. If Lyra was in danger, Bonbon would have moved heaven and earth to save her. And now, the chance to return the favour was here, though in the least appealing manner Lyra could imagine. Standing up again, she turned back to Talvira. The demoness hadn’t moved from her place in the broken shower. Hadn’t uttered a word as she kept her almost apprehensive eyes on her.

“Okay.” Lyra finally sighed, her shoulders sagging as she buried the pain of it all. “I’ll take her. Just…” She gripped her arms again, to stop her shaking as she fought the tears despite the dam wall having already burst. Talvira took a few steps forward, arm reaching out. But she sighed and retracted it, knowing now wasn’t the time.

“I’ll… Take all the time you need.” She said softly before turning for the door. Taking one last look back, she saw Lyra looking over Bonbon’s form again before meeting her gaze. There was heartbreak and an ember of the anger from before in her eyes, but Talvira also thought she saw the tiniest slither of hope. Or was it gratitude? “If you need anything, any help at all, don’t hesitate to ask. I’ll do everything I can.” 

A solemn nod was all the response she got before closing the door. As she descended the stairs, however, Talvira’s ears picked up a muted thud, and the loud cries of anguish from the bedroom above. At the foot of the stairwell were Lyra’s four slaves; each bearing looks of either confusion or concern.

“Your mistress is not to be disturbed. Bring her dinner later, but otherwise, leave her be.” The ponies and wolfman bowed and replied with “Yes, Your Majesty,” though there was some clear tension from Pink Lady in her response. With that, Talvira saw herself outside. She sighed and paused in the front yard to look back up at the third-floor balcony, knowing her only friend was mourning the loss of her one true love. It pained Talvira, in a similar way to the deaths of her children. This only fuelled the anger towards the now-restored element bearers as the empress strode back onto the street.

And her day would only get worse.

A familiar stinging pain flashed in her mind for the briefest of seconds. Shaking off the occurrence, Talvira looked up and saw not only were those still on the street looking at her in confused fear, but also out over the valley to the west. Her leathery wings opening in an instant, the she-demon shot into the skies above Canterlot. What she saw filled her with anger, and a far more unwelcome feeling; fear.

For the skies above Ponyville were clear, displaying the colours of the evening sky.

“Twilight Sparkle…” Talvira murmured under her breath, almost forgetting to flap her wings to keep herself aloft for a moment. The next, she disappeared in a flash of red magic, only to frighten all in her throne room with her sudden appearance and incensed expression.

“Your Majest-” Frostfang started, yet one look from the enraged demoness shut his canine trap quick.

“Bring me a communication orb with Nodabba! NOW!” Few had ever seen the albino wolfman move so fast as he hastily exited the chamber. Talvira’s volcanic expression turned to another of her guards. “You! Summon Ragrol and Cozy Glow at once!” The guard didn’t need to be told twice. Then again, all in the room knew he likely wouldn’t have received a second chance given the empress’ current demeanour. Within a few minutes, Frostfang returned with the magic orb in his claws, and another two soldiers setting the cauldron down before her. Without a word, Talvira snatched the orb and nearly spiked it into the cauldron. The magic took effect and the smoke rose before forming the image of a stressed Nodabba.

“Mother?” She asked while stealing glances skyward. “W-What’s goi-”

“Nodabba, where are you?” Though her tone was stern, there was a tinge of parental concern in Talvira’s question. Despite this, Nodabba recognised it wasn’t her mother she was speaking to, but the empress.

“We arrived in Ponyville earlier this morning, Your Majesty. We were in the middle of co-ordinating our assault on the Crystal Empire when the skies above us cleared. What’s happened?”

“Midnight Sparkle has been reformed,” Talvira responded without missing a beat. Though Nodabba’s expression broke for a moment to exhibit shock, the older demoness ignored the reaction and continued. “It’s likely she’s been repatriated back to the Crystal Empire. If so, then all state secrets, including those of military and national security, are at our enemies’ fingertips. Take the entire army, and all available soldiers from the Ponyville horde, and lay siege to that accursed city state!”

“But Moth-I mean, Your Majesty,” the princess caught herself. “What of the trophies I brought from the Storm Kingdom?”

“Have servants send them to Canterlot. Once they pass through security, I’ll have them sent to your room. Now go! And Nodabba?” The demonic mare stopped to listen to her parent, seeing that bloodthirsty glint enter her eyes. “Other than the leaders, no prisoners. Do I make myself clear?” Again, Nodabba’s eyes widened at the ferocity of her mothers’ orders, but then it was buried beneath her professionalism as the princess gave a salute.

“Yes, Your Majesty!” With that, Talvira dismissed the smoke of the spell and the soldiers carried the cauldron away. As they did, the other soldier she ordered stepped aside for Ragrol and Cozy Glow to cautiously approach.

“Your Majesty?” Ragrol asked, displaying a nervousness of her father-figures’ rage. “What’s happened? I felt a pain of sorts a little while ago.”

“Midnight Sparkle has been reformed and is likely now with the enemy. This means we have little time before the Crystal Empire is aware of our secrets. Cozy Glow, please tell me you’ve made progress with your task.”

Rather than answer with words, the curly-maned unicorn turned around and raised her hand. With a red glow surrounding both her hand and horn, twelve bodies were teleported into the throne room in a flash. Talvira stepped forward to inspect these new warriors. Their appearance resembled that of mannequins; no hair, facial features, or cutie marks on their flesh-toned bodies. However, embedded in the arms of each were small dark gemstones that contained a dull red glow within. Talvira recognised the magic inside these stones, as it was like the corruptive magic employed by many in her lustful empire.

“These hunters bodies are adaptable to both their mission and the ever-changing situations they might face while on said missions.” Cozy Glow explained. “The gems in their arms are reverse-engineered replicas of ones the enemies use to purify themselves of corruption. These ones, however-”

“Instead inflict corruption.” Talvira finished for her. Cozy Glow displayed awed surprise for a moment before nodding. “And the reinforcements for my armies?”

“I’ve been breeding them non-stop since you gave the order, Your Majesty.” The unicorn bowed as she spoke. “Two full battalions just like these are ready to serve, with the third approaching birth.”

“And, as an added bonus,” Ragrol added, allowing herself the slightest amount of pride to seep in. “Cozy Glow added another feature at my request. These hunters, and the new army, will only accept orders from members of the royal family. Meaning-”

“There’s no chance of another coup with these warriors defending us.” Talvira had to admit, it was a smart idea. She allowed the slimmest of grins to grace her features. “Well played, Ragrol. As such, I’ll allow you the honour of setting these hunters upon our enemies.”

“Really?” The demonic princess squealed, before collecting herself. “Ah, I mean… You honour me, Your Majesty. Thank you.”  She then turned to face the organic creations. “Attention!” As one, almost robotically, the hunters stood straighter and turned their heads to face Ragrol. “Your orders are to find Princess Flurry Heart and her companions. You are to subdue them and bring them back to Canterlot with their minds intact. Now go!” The hunters crouched down as bumps roiled beneath the skin on their backs before they grew into fleshy wings. Despite not having mouths, they emitted a strange, high-pitched cry before flying out behind the living throne that was Daybreaker. Out onto the royal balcony and into Canterlot’s evening air they circled until they turned south; Rambling Rock Ridge their destination.

“Cozy Glow,” Talvira continued, earning the pony’s full and nervously undivided attention. “Unfortunately we will have to skip the pomp and circumstances, but you have succeeded in the tasks I set for you. As such, I hereby bestow upon you the title of arch mage of Equestria. Your first official task shall be doubling the number of soldiers you’re creating, as well as refortifying Canterlot’s defences so that any information Midnight Sparkle may give our enemies is outdated.”

“Thank you, Your Majesty. I will not fail you.” Cozy Glow quickly curbed a split-second burst of enthusiasm before offering a well-executed bow and turning to head back to work. Ragrol excused herself to follow the ‘unicorn’ out of the throne room towards the entrance to the fleshy caverns below. The two shared a knowing look, smiling that another obstacle to Cozy’s plan was taken care of. With a grin spreading across her muzzle, the new arch mage sent a telepathic signal to her hunters.

Shadow the army heading north to the Crystal Empire. When the battle is at its fiercest, eliminate priority target number two and frame it on the enemy. As the pair of perverted schemers entered the undulating depths and then what was now Cozy’s lab, the former unicorn smirked as her magical senses felt two of her creations make a long circle north.

“Excellent.” She chuckled as she looked up to the bound mare half stuck in the wall. Tendrils siphoned gallon after gallon of milk from the extended nipples of her boulder-sized chest hams. A fleshy blindfold obscured her sight, while a similarly unsettling tube ended in a mask-like funnel that held tightly to her muzzle. Said tube was forcing the unicorn to breathe in some sweet-smelling gas, as it had been for who knew how long by this point. Time had lost its meaning down here. Whatever this gas was, the effects on her body were undeniable. All over, she felt hot. Nowhere was this more prevalent than her oversized sweater-destroyers and her hidden pussy. She moaned behind her mask, yet the small part of her mind that clung to sanity knew her new mistress wasn’t the merciful type.

“Now… let’s see what form has you best suiting my plans, hey Dinky?”





“Well Ah’ll be… We made it.”

Applejack murmured to herself as she unhitched from the wagon she was pulling; the wagon train came to a stop around her. The refugees of Appleloosa, Dodge Junction and the Pie farm gazed north, where the shining spires of the Crystal Empire stood in the morning light some dozen or so kilometres away. Having emerged from Pinkie’s tunnels just south of Galloping Gorge the previous day, the crowd of liberated ponies and the wolfmen of Cortland’s pack protecting them walked through the night to make it this far. They had to, for making camp would have made them easy targets for patrols from Cloudsdale. Although she knew it was in everypony’s best interest to get as far away from the floating town as possible, part of the farmer’s heart wanted to see the athletic mare she knew was waiting up there and try to bring her home.

“Told ya my tunnels would get us here.” Pinkie Pie chirped cheerfully as the earth pony-changeling hybrid bounced along, oblivious to the many sets of eyes that followed her also-bouncing assets.

“I just wish we could’ve gotten here faster.” Grumbled Cortland as he walked up beside his mother. “It felt like we underground for years.”

“Nah,” Pinkie piped up again, making the lupine Apple jump. “It felt more like one year, one month aaaaaaaaaaand… twenty three days, give or take.” As she bounced back over to her overly-buxom sister Marble, Cortland turned and gave the horned earth pony a questioning gaze.

“It’s Pinkie Pie, Sugarcube.” She chuckled in response. “Best not ta question it.” He noticed his uncle Braeburn nodding in agreeance and merely sighed, before a loud bark swivelled the ears of the leaders in its direction. Two of his wolves manning the forward perimeter of the wagon train rushed up to him.

“Cortland,” One of them panted as he pointed north. “We’ve got company.” The Apples, as well as a returning Pinkie Pie, looked up and saw them. Multiple figures flying towards them from the Crystal Empire. As they closed in, all present could tell they were pegasi, their armour glinting brightly in the morning sun.

“Your call, Ma,” Cortland spoke up, turning to his hat-wearing mother. “What’s the plan?”

“Keep everyone calm. Last thing we want’s a fight.” 

The lead wolfman nodded as he turned back and spread the word while Applejack and Pinkie Pie stepped forward. Jonagold moved up on his mother’s other flank as several stallions landed ten metres away. As one, they took on a readied stance, but had yet to draw their weapons. One stepped forward, his more distinct armour clearly denoting his higher rank. But it wasn’t just the armour that struck Applejack as curious, given it was the same golden armour of the Canterlot Royal Guard, but that she faintly recognised the stallion wearing it.

“Halt! Who are you, and what are you doing here?” Disciplined focus adorned the faces of each soldier. Their gaze offering as a stern warning, or even a challenge, to give them a reason to draw their weapons. A reason Applejack hoped her side wouldn’t provide as she drew on her many years of doing business to hold a similar air of professionalism.

“Ah’m Applejack, an’ these two are mah son Jonagold, and Pinkie Pie. We’re bringin’ a whole heap o’ r-”

“Applejack?” The leader parroted, shock splashing across his helmeted features for a moment before hardening again. “You really expect me to believe you two are the Elements of Honesty and Laughter?” The disbelief in his voice was unmistakable, and understandable from Applejack’s perspective. She had been in his shoes countless times dealing with raiders from Kludgetown during her time in Appleloosa, so she knew how one felt defending their home.

“Listen here.” Jonagold spoke up, his tone and features displaying an annoyance his mother shared but hid better than he. “We’ve come from all the way from Appleloosa an’ got nothin’ t’ hide. There’s plenty o’ ponies that need help in this wagon train. You just’ gonna turn ‘em away?”

“And the wolves?” The leader replied swiftly. His tone was level and controlled, as was his gaze at the three.

“They’re protectin’ us.” Applejack answered, a steadying hand on her pony sons’ shoulder reigning in his understandable irritation. “Their leaders’ mah son. The pack’ll listen t’ him, and he’ll listen to me.” The stallion in charge paused, yet his steely look never left Applejack even as she could practically see the gears turning in his head.

“Even if that’s the case,” he finally spoke, “you have yet to prove you’re who you say you are.” Applejack could feel annoyance gnawing away at her calm demeanour. Few things got under her coat, but the biggest of the all was being called a liar. But, before she or Jonagold could retort, the third of their delegation finally spoke up.

“Ooooooooooooh.” Pinkie Pie suddenly sounded off as she appeared next to the leader in the blink of an eye, startling him and his troops. “I thought I recognised you. You’re that guard that Twilight had a crush on because you reminded her of someone from that mirror world, right?” All ponies at the standoff were stunned into silence, the soldiers most of all. But as they all tried processing what just happened, it clicked into place for Applejack.

“That’s right… F-Flash Sentry. That’s you, right?” She asked, replacing Pinkie as the target of the leader’s stunned sight. “You were at the princess summit at the Crystal Empire that one time.” The widening eyes told the story as he took off his helmet, revealing his royal blue mane. He looked between the two former Element bearers before snapping a crisp salute.

“…My apologies, to both of you.” Flash spoke, his aggression melting away. “I hope you understand how this looked from the walls of the Empire.” Applejack smiled and nodded as the rest of the Crystal Guard stood at ease.

“Don’t ya worry, Ah understand. You’re willin’ t’ help us out, then?”

Flash nodded. “Yes ma’am. We’ll help escort you all to the empire. But…” He looked a little uncertainly in the distance before locking his blue eyes with Applejack’s green. “You’re certain the wolves won’t cause issues?”

The farmer nodded. “They won’t if Ah tell em not to.” She then turned to her fellow orange-coated child. “Jonagold, go fetch Cortland an’ let em know what’s happenin.’” The earth pony colt nodded and raced back into the crowd of ponies and wagons, while the farmer turned back to the soldiers. “Now, let’s get this wagon train a’movin-”

“Captain!”

A distant shout captures all attention as they see an armoured pegasus flying towards them as fast as he possibly could. Coming to a staggering stop upon landing, he doubles over and pants haggardly to regain his breath.

“C-Captain.” He starts again, looking up to address Flash Sentry. “We’ve, huff, we’ve had, another arrival.”

“Don’t worry, private,” Flash spoke with a small grin as he gestured to the mass of ponies before them. “I’m aware.”

“No, Sir.” The messenger replied, finally standing up to address his superior properly. “Princess Flurry Heart just teleported another mare back. Sir… It’s… The Princess of Friendship, Sir.”

“Twilight?” Both Applejack and Pinkie Pie blurt out in surprise, sharing a quick glance with one another.

“You’re certain?” Flash shot back, his jovial tone turning serious as he came closer to the soldier.

“Yes Sir,” he responded, standing stiffer given his commanding officer was near nose to nose with him. “Lady Rarity was onsite to confirm this herself.”

“Rarity’s here too?” Pinkie loudly exclaimed as Applejack moved next to Flash Sentry.

“Partner, we need ta get there now.” The steely determination in the earth pony’s eyes were mirrored in the pegasus captain, and he nodded in response before addressing his charges.

“Men! Help escort these ponies to the triage area. The wolves are your allies, so do NOT antagonise them. Understood?”

“Sir, Yes Sir!” The armoured ponies automatically responded, all standing to attention before breaking into organised motion.

“Ma?” Applejack turned to see her sons standing nearby. “We’re movin’?”

The Apple matriarch nodded. “Ah need you two an’ Braeburn t’ help get everypony to the Crystal Empire. The soldiers’ are helpin’, so no nonsense fightin’ them, alright?” Her tone, one they had heard numerous times throughout their childhood, indicated to Cortland and Jonagold this wasn’t up for debate. As such, but answered with a nod before also heading back into the crowd. Satisfied, Applejack turned back to the waiting captain. “Alright, let’s get movin.’”

“Oh, how ‘bout instead of running, we jump there?” Pinkie’s suggestion caught the two more serious ponies by surprise. As did when the pink changeling-pony leapt over and wrapped them both up in a big hug. Before Applejack could utter any protestation, a pink light enveloped everything. The next moment, Pinkie’s absurd grip vanished and the honest Apple fell to her knees; trying to shake the cobwebs out of her horned head.

“Consarn it, Pinkie! Give us some warnin’ before ya go ‘n do… do…”

Applejack’s anger was swiftly doused as her emerald eyes took in their surroundings. Gone were the fields to the south of the Crystal Empire. In their place was a veritable city of tents upon verdant green grass. Ponies in both armour and civilian clothing looked on in surprise as the farmer rose to her knees. In her peripheral vision, she noticed Flash rise to his feet, while Pinkie Pie was frozen in place, her eyes locked dead ahead. One glance gave all the answers Applejack would ever need.

For, no more than fifteen feet away from them, were both Rarity and Twilight Sparkle.

Each of the four former Element Bearers wore a shocked look upon their faces as they took in each detail of their friends. Applejack; looking normal save her hooves, small horns, and the enormous tanks of cider attached to her ribcage that denied her the ability to close her shirt. Pinkie Pie; the one with the barest amount of clothing, whilst also sporting a long changeling horn and insectoid wings on her back. Rarity; the most normal-looking of the group, though her horn, and her whole body in general, stood taller while she was dressed in a plain white toga. And Twilight Sparkle; seated on the grass with her serpentine tail coiled beneath her as a cushion, while her wings and a plain yellow sheet did their best to cover the naked pony’s quadra-breasts. For the longest time, none of them moved. Applejack imagined each of them were feeling the same thing she was; shock at what changes remained, and fear of everything they had said or done to each other whilst corrupted.

Finally, it was Pinkie who broke the deadlock, by walking forward, falling to her knees, and tightly embracing Twilight.

“P-Pinkie?” The purple snake-unicorn stuttered. “B-But… I-I thought… Y-You should hate me for-”

“No!” Pinkie interrupted, pulling out of the hug to grab Twilight face and force her to look the party pony in her tearful eye. “That wasn’t you. That was that mean old Midnight Sparkle. You aren’t her.”

“But I-” Twilight was this time stopped by a gentle ivory hand resting upon her shoulder. With Pinkie retracting her grip on the princess’ face, she turned to see the taller Rarity kneeling beside them.

“Pinkie Pie’s right, Darling.” She spoke calmly, yet with the determination all her friends could clearly recognise. “It’s true you did terrible things as Midnight Sparkle, but would you ever think of committing those acts now you’re yourself again?” At this, not trusting her voice to fail her, Twilight simply shook her head. “Then we’re the same.” The fashionista continued. “We’ve all done atrocious things, Twilight. Myself included. But we can’t let who we were control us, or what we did confuse us about who we really are. You are one of the most dedicated mares I’ve ever met, and I know you would never have hurt us if you were as you are now. So, as far as I’m concerned, you and Midnight Sparkle are two separate entities.” Rarity could see her words making their mark upon the alicorn. She thought it through, with the gathered friends almost able to see the gears turning in her mind before a small smile adorned that purple muzzle of hers.

“I… I missed you girls.” She stuttered, her own tears starting to break through as she brought Rarity into her hug with Pinkie. Rarity stood back up as Pinkie gibbered on about how sorry she was for her monstrous past deeds. However, the pseudo-alicorn stiffened as Applejack approached.

“A-Applejack...” She began, her hands fiddling with themselves in worry as she looked upon the now shorter, more overly stacked farmpony. “A-About your family… a-and the things I’ve done, I-” Now it was her turn to be interrupted, with Applejack reaching up to place a hand on her arm.

“Rarity.” The farmer began, clearly uncomfortable speaking about a sensitive topic out in the open like this. “Ah know we have a lot t’ work out, an’ there’ll be time for that. Right now, though…” In a rare display of emotion, the unicorn witnessed something most didn’t see; Applejack tearing up. “Ah’m jus glad t’ have mah friends back.” With that, the honest Apple hugged Rarity tightly, an embrace that the tall unicorn responded to after a moment of shocked hesitation.

“Thank you.” She murmured as the two old friends separated before she caught sight of someone else approaching. “And I’m not the only reunion you’ll have today, it seems.” A nod to behind her made Applejack turn around, and the smile that lit up the farmer’s face could have replaced the sun.

“Ma!” Running towards her was a familiar red mare with golden curls. Dressed in the same black and blue flannel shirt and jeans she departed in, she now also wore a pink bow in her mane and tail as she gave her mother a tackle hug. Applejack’s strong legs meant she wouldn’t fall, and returned the embrace.

“Ambrosia,” she chuckled. “Ah’m glad you’re okay. Been keepin’ yer nose clean?”

“Course Ah have, Ma.” Her cheerful daughter beamed before turning behind her and waving to somepony. “Hey! Auntie Bloom! Ah told ya she was here!”

Applejack’s blood instantly ran cold. With wide eyes, the former Element of Honesty slowly looked up and saw her. She was different, older. Other than what she judged to be F cup breasts struggling to be contained within her red shirt, she was near exactly how the farmer always imagined she’d be.

“A-Applebloom?” She breathed, slowly releasing Ambrosia to move towards her little sister. Applebloom did the same, the two matching each other’s speed as they soon ran across the shortening distance and collided in a tight hug. Applebloom’s sobbing rang out as the pair of Apples slowly sank to their knees, Applejack softly stroking her younger sisters’ mane as her own tears freely fell down her face. She wasn’t sure how long they remained like that, but eventually they pulled back enough for the older sister to hold the youngers’ face in her hands; recommitting every pore to memory.

“A-Ah thought Ah’d never see you again.” Applejack managed through her tears and choked-up throat.

“Sis…” Applebloom sobbed, pushing through the tears. “T-The farm… G-Granny Smith… B-Big Mac…” Her emotional stuttering was shushed by her sister as orange eyes were brought to look into emerald.

“Ah know, Sugarcube… Ah know…”Applejack struggled to not break down, the memories of Flurry and Starlight’s retelling of the state of Sweet Apple Acres and the fate of her family there. “But… A-At least Ah still have you… Ah… Ah’m sorry Ah wasn’t there…” With that, the Apple sisters dove back into their tight embrace, the tears of lost family members mixing with those of happy reunion as Ambrosia joined in on the Apple family hug.
> Chapter 23: Harmony
> --------------------------------------------------------------------------

“What have you done?” Button Mash panted, anger creeping into his voice as he pushed past the considerably large bulge in his strained pants to stand and face the shocked dragon. “What have you done? I’ll tell you what you’ve done. You’ve fucked us is what!” The earth pony lunged forward, grabbing Spike by the collar of his shirt, and backing him up against a wall.

“Button, I, I didn’t mean for this-”

“Oh, sure. And how did you expect us to fight off some giant monster looking like this?!” To emphasise his point, Button swung his arm back towards the other three adventurers. 

Sugar Silhouette sitting on flanks that resembled beanbags; hesitantly touching both cheeks and her newly expanded D cups to double check that they were real. Zap Apple, whose Wonderbolt jumpsuit magically stretched to accommodate her now G cup tits and the phallic-looking thing emerging from her privates. Then there was Flurry Heart, sitting with her back and flared wings against one of the bookshelves as she panted with a heavy blush at the sight of her newest changes. Her newest addition, a long and hard length of virile fuck stick, rose to about eye level. She could feel the large ballsack completely obscuring her pussy, which was currently leaking copious amounts of nectar given what was happening inside her chest. Her breasts had ballooned to N cups, slightly larger than over-inflated beach balls. Add in the near constant pressure of milk production churning away within, and the inability for said milk to escape due to her nipples having slunk deep within her mammaries, and it resulted in her tits feeling tighter and tighter. The stretched globes were stable enough to hold onto her shaft without assistance, and she fought to keep her hands away from her body, lest her will crumble.

The sight of all these changes doubled the guilt weighing down Spike’s soul. All he wanted was to get through the Poison Joke as quickly as possible, thinking the others would be able to avoid the tricky plants. His goals had given him tunnel vision, he realised, and his comrades paid the price.

“I… I-I’m sorry.” He finally uttered as he looked back to Button, the brown stallion still furiously glaring at him.

“Sorry isn’t good enough.” The earth pony nearly shouted, pushing the taller dragon back against the wall again. “Di=on’t you get it? We’ve been compromised. We’ve been debuffed so badly, there’s no hope of us winning, and it’s all your fault!”

“I said I’m sorry.” Spike answered, frustration building up inside of him as he brushed away Button’s grip. “What do you want me to do?”

“How about leave?” Button suggested, getting nose to snout with the draconic knight. “And maybe we’ll do a better job without you.”

“ENOUGH!” The boys ceased their arguing, looking over to see the flustered alicorn staring back at them. Immediately the two grew embarrassed, the reality of their childish bickering not changing their situation slapping them across the face. But even so, Button still shot Spike a stern glare before stomping away.

“Button Mash?” Sugar spoke up, finally managing to rise to her feet despite the best efforts of her overly-padded ass and thighs.

“I’m doing a sweep of the library.” He called out as he delved deeper into the chamber, his irritated tone enough of a giveaway that he needed time to decompress. The thestral just sighed, and looked back to the others. 

Zap had pushed past her own issues and was now pulling two of her reformation gems out before pressing them against Flurry. Whether she cared about the potential guards outside or not didn’t seem to matter, as she quickly pressed them to the alicorn’s tight bosom. After the flash of light and the disintegration of the gems, Zap’s hopes soured when she saw the reversion. Little had changed. Flurry’s breasts had only shrunk a couple of sizes, down to L cups if she was correct. Her cock and balls had shrunk a little as well, though barely. Fortunately for Flurry, however, her nipples were once again visible, and it seemed her lactation had decreased to a trickle. Even with all these changes, however, Flurry still looked bothered by her body.

“Okay,” she sighed, realising she would need to be the one asserting command of the situation. “We’ll barricade the library then. Hold out until the princess has recovered, then try again.”

“No.” Flurry grunted, trying to bring herself to her feet before collapsing back down. Zap was by her side in an instant, and the pegasus helped her special somepony to her feet. “We… We need to move now… T-There’s no guarantee we, huff, didn’t just alert the whole forest.”

“Your Highness,” Sugar replied softly. “With all due respect, you can barely move. If we leave now, there’s little chance you’ll last.”

“She’s right, Flurry.” Zap added, cutting off the alicorn. “Come on. Ah’ll help you calm down a tad, then we can head on out. What’dya say?” It was clear from her expression the princess wanted the exact opposite, but with her breasts and balls each churning with their respective milk, she couldn’t deny the points the other mares were making. With a sigh, she simply nodded. With that, Zap slung one of Flurry’s arms over her shoulder.

“Flurry?” The pair stopped, turning to see the purple dragon looking remorseful. “I… I-I’m sorry.” Spike looked away, expecting either mare to verbally blast him for his mistake, as Button mash did. But no such shouting came. Opening his eyes, he saw the pair looking at him wearily.

“A-Apology accepted.” Flurry finally said, though there was noticeable strain on her voice. “But Spike, please… Don’t rush off like that again.” He nodded, sighing in some measure of relief as Zap turned and guided Flurry back into the private study. That just left he and Sugar, and the dragon leant back against the wall Button had backed him up to.

“What a mess.” He muttered to himself, bringing a hand to his head as he brainstormed what course of action to take. He looked back to see Sugar simply watching him. “You want to chew me out too? Won’t blame you if you do.”

“While I’m not thrilled about the consequences,” the Lunar Guard answered, a hand absentmindedly brushing across the now vast surface of her flanks. “I won’t chastise you for an honest mistake. Luna knows I’ve made my fair share whilst in command.” Spike’s eyebrows raised at this, before memories of all the thestrals trapped in that tree in Hollow Shades resurfaced.

Sugar’s comrades… He surmised, viewing the still loyal servant of Princess Luna with a new level of respect. “Thank you… So… what now?”

“Well, from what I can tell, we remain hidden.” She responded, her more powerful ears swivelling as she explained this. “However, the princess does have a point. If those flowers somehow gave away our presence, then we need to move before we’re trapped. But, with Her Highness’ body…”

“She’d never make it through the flowers.” Spike finished for her. Again, his thoughts dwelled on his mistake. On how his rash desire to move quickly cost Flurry. His niece. Determination filled his heart as he silently vowed to never let that happen again. Standing straighter, he drew his lance.

“What are you doing?” Sugar asked, uneasy as the armed dragon suddenly cut an imposing figure.

“What I should’ve before.” He answered. “I’m going to clear a path through the Poison Joke. My flames would give away our position, so I’ll use my lance to move the vines. It’ll take longer, but it’ll make the path safer for Flurry and the rest of you.” Spike turned to head back out into the hall, but stopped when he heard movement beside him. Looking down, Sugar walked out before him, though both chose to ignore her flanks pressing against his leg as she did so.

“I’ll help you.” She stated with a confident grin.

“I can’t let you get corrupted any further, and I need you here to protect Flurry and Zap.” Spike reasons fell on large deaf ears, however, as the thestral’s expression only grew more determined.

“You’re not the only one with a long weapon.” She responded while drawing her halberd. “Furthermore, have faith that Miss Apple and Sir Mash can protect Her Highness.” While he didn’t want to burden her with what he saw as his mess to fix, Spike could concede she had a point. Zap and Button were more than capable of protecting Flurry, and this way the work would proceed twice as fast. It also made tactical sense, as this way he would have back up should he be discovered. Turning his green gaze to lock onto Sugar’s golden eyes, and seeing the surety in them helped steel his own resolve.

“Alright then,” he relented. “Let Zap know and meet me back out in the hall. The sooner we get this done, the sooner we can all get out of here.”





“Spike an’ Sugar are clearing the flowers.” Zap relayed, walking back from the now closed secret entrance to the private study. She had gathered every pillow in the room and, along with their bags, had stacked them into something for Flurry to rest on. Said alicorn lay upon the improvised rest, but the blush on her face and occasional murmur told the farm mare she was still bothered. “You feelin’ okay?”

“…I… I feel… so full…” Flurry panted, exerting a significant amount of willpower to keep her hands at her sides. It didn’t take a genius to recognise what she meant, and Zap slowly sidled up to her. Apprehension gripped the flier. She knew the best method for helping Flurry, but she feared what the alicorn’s reaction would be. Nevertheless, seeing her special somepony struggling like this gave her enough of a push to ask.

“Flurry, Ah… Ah wanna help, but Ah don’t know how far t’ take this. Ah don’t wanna push you over the edge accidentally… A-and Ah-”

“Zap.” Flurry cut her off, sounding exhausted. “I-It’s really… mnf… sweet of you, huff, to… to think that. B-But, p-please… I-I… I don’t trust myself doing this. Please… m-milk me.” Zap, feeling a blush crossing onto her own face, swallowed her nervousness and nodded. She then stood back and surprised the alicorn by unzipping her flight suit. In a flash, the Wonderbolts uniform was on the study floor to the side, leaving Zap in her birthday suit instead. Flurry could only stare at those head-sized G cup pillows on the fliers’ chest, or the fully erect clitoris that resembled an oval-shaped miniature cock. She fought to focus on her breathing as she felt her cock stiffen that little bit more.

“What? Ah don’t wanna get it wet, is all.” Zap quickly explained before kneeling back down by the princess’ side. “A-Anyways, we’d better be quick, b’fore the other get back. So…what feels fuller? Yer boobs or balls?”

“B-Breas-unf! …B… Boobs…” The alicorn stuttered, the milk stored in said boobs making it hard to think.

Zap nodded and, with the greatest of care, she set to work. Flurry flinched as the pegasus made contact with the sensitive mounds of full flesh, but gave a nod to encourage her on. Zap took one of the massive L cups in both hands and started massaging the milk out; working from the base up to the areola. The milk came fast and freely, squirting out over the pair and justifying the orange mare’s decision to strip. Flurry fought the instinct to moan as Zap worked, fighting to keep a clear head and maintain her breathing. 

After a few minutes, she stopped to shuffle over to the other tit. Given the stimulation its twin had received, thin rivers of cream already trickled down the alabaster slope of tit flesh before Zap began working on it. But the sensations bombarding her mind, the sheer pleasure this was giving her, and the fact it was her special somepony doing it, it was all too much. Without warning, a golden aura gripped the back of Zap’s chromatic head and pushed her muzzle straight onto the leaking teat. The Apple squirmed, surprised at first, as a moan rang out in the study, but Flurry’s hand taking the place of her magic held her down. Looking up, she saw the alicorn was openly panting. She saw desire in those eyes, yet it wasn’t the blind yearning of a mare driven to madness Zap had grown up around. This was something more… intimate.

“Z-Zap…” Flurry panted with a hunger she’d never experienced before, feeling every fibre of her being burn with passion. Her cock was hard enough she imagined it would explode at a touch. Her breasts, even the one just emptied, also felt ready to erupt as her feminine sex, hidden behind her bloated ballsack, gushed like a waterfall. “I… I-ngh! Hah, I-I, I’m sorry. B-But-tah! I, huff… I need this. I-I need you. I want you!”

The small part of Flurry’s rational brain that remained operational was afraid as she looked down at those maroon eyes. She feared the pegasus would judge her for this. Even with her reassurances from a few days prior, the terror of Zap potentially abandoning her for being what the alicorn thought was too much of a corruption-addicted slut remained.

Yet those fears were instantly put to rest with an understanding nod, and the feeling of lips suckling from her nipple. Flurry threw her head back, the ecstasy doubling as milk squirted out her other breast with Zap groping that one too. Flurry’s spare hand found its way to join that orange hand, yet they only stayed together for a few passionate moments before it left. It wouldn’t remain idle, however, as Flurry cried out at the sensation of fingers trying, and failing, to completely encircle her thick fuck stick. Precum flowed from the head of her horse cock as freely as the lactose bounty from her nips as Zap’s hand stroked up and down. Flurry gripped both the back of Zap’s mane and her own free breast tighter, her breath hastening as a wave built up.

But the climax was delayed. Not for any malicious reason, but only that Zap pulled herself off the leaking nipple to take in deep breathes. A part of the flier wanted to dive back onto that milky faucet instantly, but the throbbing flesh in her hand needed attention too. Flurry had more than one set of globes to empty, after all. As she shuffled down to the alicorn’s waist, the pegasus caught sight of her own ample bosom swaying as she moved. An idea formed; one that instantly demanded Zap try it, as she had never been able to before, and who knew if this chance would come around again.

“Z-Zap? Flurry stuttered, trying to look over the shelf of her own titflesh down at her marefriend. “W-What are yooooouuuuuuuUUUUUUUU?!” The alicorn released a high-pitched squeal as her hard rod was suddenly enveloped by two soft somethings. The rainbow-maned mare smiled as she moved her tits up and down the length of Flurry’s schlong. The precum leaking from the top only increased, and served as lubrication for Zap’s titjob.

“Hah, Ah’ve… unf. A-Ah’ve always wanted t’ do this.” She grunted, unused to hefting the big breasts up and down Flurry’s cock. While she would never admit it, Zap had always wished for boobs as big as her mothers.’ But, of the three Apple daughters, it was her sister Ambrosia that seemed to pick up the big bust genes from Applejack. So, with this opportunity, she revelled in every moment; emphasised by suckling pre straight from the source. Flurry, losing more and more of herself to her own pleasure, pulled her breasts up and drank from both her nipples. So lost in drinking, it took the princess a few moments to realise the massage on her cock had ended. Looking up, she saw a blushing, panting Zap staring back at her. While one hand clutched a handful of tit flesh, the other reached down and spread open her sopping sex.

“F-Flurry,” Zap breathed hungrily, moving the inside of her wrist against her fully erect clit. “Ah… Ah can’t wait no longer. Ah… Ah need it. Please…” 

For a few moments, the two mares simply stared into each other’s eyes. Both had concerns of losing their minds to their lust running around up there, but they were being overridden. Not by their sex drive, though that did play a part in the equation. Instead, it was their hearts. At least, that was what Flurry hoped Zap was thinking. The alicorn had never felt this strongly towards somepony she didn’t consider family. No, this feeling, this connection she was experiencing… it transcended that. Flurry trusted Zap. Arguably more than anypony. Even more so than Pound and Pumpkin, as bad as she felt mentally admitting that. Somehow, regardless of what embracing pleasure in this instance would bring, she was willing to accept the risk. Because she trusted Zap.

So, with as certain a smile as her pleasure-ridden system would allow, Flurry nodded and struggled to rise off her makeshift lounge.

“No, Flurry, don’t push yerself.” Zap worried, but a golden aura encompassed her and gently pulled her to the floor, where Flurry crawled up to hover over the prone pegasus on all fours. Doing so dragged those ivory milkbags up the fliers’ thighs, briefly sandwiching Zap’s clit in her canyon of cleavage before coming to rest pillowing against the Apples’ own prodigious bust.

“You’ve done so much for me already…” Flurry replied, taking her time between sentences to regain her breath. “Please, let me make you feel good too.”

Zap’s answer was to reach up to Flurry’s face and pull the two together for a kiss. The mismatched pairs of breasts squashed up to their chins as their tongues circled one another and explored the others’ mouth. Flurry loved every moment, but was the one to break the kiss. Though she chuckled at the small whine from Zap, she focused on her new goal by parting the sea of tits between them. This allowed her to see their abdomens and line up her throbbing penis with Zap’s pegasus petals, using her large wings to maintain balance while doing so.

“You ready? Flurry asked, a hint of nervousness still tinged her voice.

“Come on in, Sugarcube.” Zap responded eagerly, her smile proving infectious as one adorned Flurry’s muzzle as well.

With that, Flurry slowly pushed her hips forward, her flared head pushing into Zap’s depths. Both mares winced and gasped from the sensation. Sure, both had unfortunately had their fair share of sex by this point, but never had it felt so… good. Given both mares were riled up from all the foreplay, Flurry forced herself to go slow, lest she blow her load early. Zap, meanwhile, grit her teeth as Flurry’s wide member stretched her insides. Every surface of her vaginal passage clung to the huge intruder, heightening the experience for them both.

Flurry finally bottomed out, her head poking at Zap’s cervix. It was a testament to her size that the alicorn’s medial ring was barely in line with the pegasus’ vulva. The mares simply stayed still for a moment; panting as Flurry simply lay lodged within her marefriend. Recalling all the times it had been done to her, she then began retracting her schlong before ramming it in quickly. Zap cried out in pleasure, her limbs reaching up and around to pull Flurry closer in. This drew the alicorn a little deeper inside, and the pair abandoned restraint in a mad dash to the finish line. Flurry’s hips swung, her tail bouncing up and down along with her read end. Milk spilled from her nipples directly into the coat adorning Zap’s rack, as the lovers gave up talking and just kissed every surface of the others face they could.

Finally, all too soon if Flurry was concerned, the end arrived. The wave of pleasure rising from within was too much for Flurry to control, and she felt her mind blank for a few moments as she hilted as best she could within the orange Apple. Alicorn semen erupted out her long slab of meat and into the pegasus’ womb. Zap, for her part, gripped Flurry’s back tightly and moaned loudly; not caring if Sugar or anyone else heard her at that moment. The strength in Flurry’s limbs gave out, leaving her to lay atop her lover whilst also still inside her. 

The pair simply basked in each other’s post-orgasmic company while catching their breath. After a while, Flurry finally managed to regain some sense of control from the euphoria that had engulfed the two. Apart from feeling like she had just run a marathon, the princess felt fine. There was no lingering fear or desire for more. No dulling of her mental faculties. She felt fine. Slowly, the alabaster mare pulled herself first off, then out of Zap. The extraction nearly threatened to push the pair over the edge again, but finally the flared head of Flurry’s cock popped out. Without the dick plugging her up, the semen started flowing out of Zap’s pussy and forming a small puddle on the carpeted study floor. Flurry mustered enough energy to lay down next to her panting pegasus lover. Her face was still flush with pleasure, but as she turned to return the royal’s gaze, she saw no hint of addiction to their quick session.

“Z-Zap…” Flurry muttered, taking a moment to make sure she had both the other mares’ attention and enough focus to use her magic. Both held, as Zap focused in on her while one reformation gem hovered into the princess’ hand from her bag. “…I just… I just want to make sure… If that’s okay?”

Zap offered no protest. Her eyes showed complete trust and admiration for the mare they gazed upon, which only filled Flurry’s heart even more. With care, the gem was placed upon the orange-coated mare and light flooded the room. The fading light brought with it a slight change to the Apple’s body. Her tits had shrunk to handfuls now, most likely E cups, while her clit seemed to shrink by half its previous size. This still made it noticeable, but now it stood less like a featureless fleshy dildo and more like a thumb sticking out of her body. An orange arm rising caught Flurry’s attention, though it languidly came back down to rest upon her cheek. Zap’s muzzle bore a small smile as the blush remained.

“Ah love you, Flurry Heart.” She finally uttered, the devotion and honesty in those words undeniable. Said princess was powerless to stop the smile spreading across her face, not that she would’ve wanted to stop it.

“I love you too, Zap Apple.” She replied, and the two came together once more for a tender but no less passionate kiss. “You know… the others might make a scene if they see us like this.”

“Maybe,” Zap responded, her smile shifting to a cheeky smirk. “But fer now, let’s just rest ‘til they get back. Ah dunno ‘bout you, but Ah need a minute after that.” Flurry just nodded and hummed her agreement as the pair found their hands connecting and interlocked their fingers, heads rolling to rest against one another in a rare moment of serenity.

A serenity the stallion peeking through the study door didn’t wish to disturb. Especially when he looked down to see the mess the large cock within his hand had made upon the study’s secret door.





A little over an hour after their previous attempt, the five adventurers proceeded carefully through the halls towards the ruined throne room. All vines bearing Poison Joke had been pushed to the side or chopped off entirely thanks to Spikes’ lance and Sugar’s halberd. Said thestral’s ears were swivelling constantly, always alert for any sign they’d been discovered. No such sounds were heard. Though this meant their path remained clear, Sugar couldn’t shake the feeling something was wrong. Still, she chose to maintain focus rather than get sidetrack on concerning trains of thought, and continued leading the group through the halls. Another thought that plagued the Lunar Guard was the rubbing of her thighs as she moved. Despite her stoic demeanour, she couldn’t shake the embarrassment that she was more waddling than walking due to her overly think thigh and jiggling flanks.

While Sugar felt shame for what was outside, Button’s was more internal as he brought up the rear of the group. Every now and then he would look around to ensure no foes were sneaking up behind them, but between his analytical gaze and Sugar’s hearing, none would get the drop on them. This duty helped distract the stallion from what he had seen. What he had done. Spying on the princess, in such a state? Masturbating to it? What would Sweetie Belle say if she ever found out? Even as he tried putting those thoughts out of his mind, it was hard when the two subjects of his earlier self service were walking just ahead of him. Also hard was his larger cock; straining the fabric of his pants and making it awkward for him to walk.

Flurry, oblivious to the conflicted voyeur behind her, was grateful for a few reasons. Grateful that they were moving forward again, and that none of the others seemed to notice her and Zap’s little love-in. She was also thankful for the opportunity to deepen her relationship with said mare, even if she wished it had been under better circumstances. The pegasus, dressed once more in her Wonderbolts flight suit, was helping her carry her twin globes, and the small smile that lit up her face each time their eyes locked was more than enough proof to the princess that she felt the same way. The five adventurers finally entered the dilapidated throne room, all eyes and ears scanning the tattered banners still hanging on the walls, and the dark hallways leading deeper into the ruins.

“Uh, Flurry?” The alicorn turned to see Spike standing next to her, looking apprehensive. Throughout the journey back to this room, the dragon knight had been noticeably quiet. While one could assume he wished to reduce their chances of being found, Flurry had a feeling he still felt guilty about their previous attempt to travel through the former castle. “I… Look, I know I’ve already apologised, but again I’m so sorry about earlier. I was so focused on getting to the Tree that I-”

“Spike.” Flurry’s calm voice stopped the scaled warrior’s babbling, and his concerned eased at her expression. “It’s okay. I already forgave you.”

Though there was a sigh of relief, Spike still scratched the back of his head as a slither of worry still lingered within. “I know, it’s just… I was afraid you hated me for what happened to you.”

“Hate you?” Flurry’s tone shifted from understanding to surprise before she reached out and placed a hand on his muscular arm. “Spike… I know I’ve got Starlight, Trixie, and Sunburst back home, but you’re the only member of my original family I have left. I could never hate you.”

“…Thanks.” He exhaled again, a smile now adorning his face before regaining that determined expression she knew so well. “Right. Let’s get down there and save the Tree of Harmony.”

“Um, there might be a problem with that.” Sugar Silhouette spoke up, capturing the attention of the alicorn, pegasus and dragon. The three walked over to join her and Button Mash at the base of the throne. There, the earth pony and thestral had uncovered the secret entrance right where Twilight said it would be. The problem Sugar brought up, though, was also obvious.

The doorway descended into an enclosed stairwell, and walls wide enough for single file only. Immediately, the gaze of all save a still guilty Button Mash looked to Flurry’s chest and Sugar’s rear.

“Okay,” Spike stated, taking the initiative, and turning to face the team. “I’ll go first, making sure nothing’s going to ambush us. And I won’t rush ahead this time.” Button’s argument died in his throat at that cut-off. “After me will be Zap and Flurry. Zap, you’ll help the princess squeeze through. Sugar comes after and Button brings up the rear. You’ll keep any potential ambush off our backs, and help Sugar should she get stuck. Everyone clear on that?” Four nods answered the dragon, even if Button’s face still bore a look of uncertainty.

The descent was slow going, with Zap needing to pull Flurry’s tits to morph them enough to fit. This created the issue of milk spilling onto the steps. Thankfully, Sugar’s flanks dragging across the walls helped keep her from falling. She thought the rough surface of the walls would scrape and hurt her, but if anything, it only resulted in pleasant sensations. The Lunar Guard wasn’t sure if this would be permanent, and silently begged Princess Luna that she wouldn’t remain this large forever.

Button, meanwhile, was also struggling. The only light source as they travelled down was the light emitted from Flurry Heart’s horn. Even though his time spent gaming made his sight in the dark notable, it wasn’t the darkness that was causing him trouble. More like the third leg threatening to destroy his pants given the wide ass that squashed up before him. The earth pony shook his head, trying to get any salacious thoughts or memories of his peeping session from earlier out of his mind. He spared a glance behind, just to make sure enemies weren’t following them down, only to slip on Flurry’s milk and fall forward. Sugar’s body helped break his fall, but both stiffened in embarrassment at their position.

With the bulge of Button’s junk sinking deep into the thestral’s butt crack.

“Everything okay back there?” Spike called out as loudly as he dared. Button, his face flushed red, quickly pushed off and back up a few steps to give Sugar some room.

“We’re fine.” She replied for him, keeping her voice professional. “Just a minor slip. No need for concern.” The other three bought this and carried on down the stairs. Sugar shot a glance back at Button, the blush on her face and the look in her glaring golden eyes sent a message Button Mash was all too familiar seeing growing up. It was a look that said “We’ll discuss this later.”

It wasn’t long after this that all five adventurers reached the bottom and exited the stairwell, with Spike moving the large rock that had hidden this end of the passage. The cavern they entered was massive; easily twice as big as the largest chamber back at the Pie family rock farm. But, as they all drew their weapons, they noticed the unique points of interest in the subterranean realm. First was the entrance. Spike and Twilight had informed the others of the main entrance to this cave being its mouth out into what was once the moat of the old ruins. Said entrance was instead blocked off by a literal wall of thorny vines, though thankfully these were barren of Poison Joke. In the centre of the cavern sat a closed, pink flower bud, while another large mound of vines sat the back of the space. Both were comparable in size to large houses. But the one feature of this lair that drew the group’s attention were the cave walls and ceiling. It was covered in glowing, pony-sized flowers; each one bearing a trapped mare. Their legs were held up over their shoulders, meaning their pussies protruded out into the open air. Each one had a look of lust-riddled insanity on their features, and more than half of them looked pregnant.

The sight of all these suffering ponies distracted the five. Spike’s reflexes and hearing were the only warning the dragon had, as he rolled forward to dodge something whizzing overhead. Said something were vines. Vines that shot towards the four ponies.

“Flurry, move!” Zap shouted, pushing the princess out of the way before getting ensnared by the thin limbs. Flurry wasn’t given the time to cry out for the pegasus, as she was forced to raise a golden shield in order to deflect more vines coming for her. Spike’s flames, an angry orange rather than his more magical green, scared off the plant-based restraints, though they lifted Zap, Button and Sugar up in tight bondage.

“Oh, ho, ho. Is this really the best you could do?” A haughty laugh reverberated throughout the cavern as Spike helped Flurry to her feet. More vines sealed off the stairwell, leaving the group trapped within. 

Movement in the pairs’ periphery alerted them to the large flower bud opened and bloomed. From it emerged a towering figure; easily as tall as Pinkie Pie’s corrupted form had been. It looked like a giant green mare, though from mid-thigh her body descended into the flower while her arms became more wooden in appearance and texture from the elbow down. Her mane was replaced with a veritable carpet of red petals, while smaller vines adorned with leaves curled around her body provocatively like tattoos. Her body was bare of any clothing, revealing boulder-sized breasts tipped with pink flowers that leaked nectar, while her pussy was as tall as a pony. From her back spread large tree branches, almost like wings. Within the green leaves on said wings were scores of ripe fruits in various colours and sizes. What they all had in common was each one resembled a large breast. And as the glowing green eyes of this monster mare found Flurry and Spike, a demeaning smirk spread across her features.

Without a doubt, Flurry realised this could only be the monster her aunt had warned her of; Alraune.

“It’s cute you thought you could sneak into my home.” The dryad giantess mocked the pair as Zap, Button and Sugar were all brought closer in their vine bindings. “Had you not tripped on the Poison Joke, you might’ve actually succeeded.” Her gaze then focused in on the alicorn, that smirk stretching into a more sinister grin. “Oh, it’s been so long since I’ve had willing volunteers. Why, not since I tricked that foolish zebra into gifting me more ponies. “At once, Flurry realised what this meant and the anger surged into her veins. This was why Zecora betrayed them. For whatever reason remained irrelevant as the alicorn pointed her sword at Alraune.

“Release our friends and stand down. Now!” Spike growled as he readied his lance.

“Oh my, how intimidating.” The monster mare replied feigning fear before breaking into a chuckle. “And what, pray tell, happens if I don’t?”

The giant dryad received her answer in the form of a golden beam of magic. Flurry’s rage made her shot miss, but the alicorn didn’t relent. She unleashed beam after beam of energy at Alraune as adrenaline and anger coursed through her veins. The green foe had cottoned on to the magical attacks; blocking them with giant leaves. But with her focus centred on the princess, her other opponent made his move. Spike swooped in low and climbed in an ascending strike, his lance carving a gash along the dryad’s midriff.

“Argh! You… You’ll pay for that!” Alraune growled, showing the first real signs of annoyance. A wave of vines erupted from the flower at her base and surged forward. Spike’s strength and Flurry’s shield were for naught; both being overpowered as the pair were constricted and brought up alongside the other three.

“Now…” Alraune purred, her confidence restored as she flicked her petal mane. “Let’s have some fun, shall we?” 

The vines began peeling and unzipping clothes as the heroes bodies started being played with. The boys cocks were stroked to hardness by vines that suddenly became the softest surface imaginable. Sugar’s inflated backside was being massaged before flower-like suction cups began pulling at her expansive rear. The plant-based tendrils crept towards the body of Zap, but the young flier summoned all the strength her Apple family lineage could provide. The vines tore and she zoomed low to avoid recapture. 

But a familiar voice crying out made her look up with a vice gripping her heart. Flurry couldn’t conceal her moans as the vines pulled at her nipples and be rewarded with their lactic bounty. Her huge cock and balls were stroked and caressed respectively, drawing the first drops of precum as another vine ground against her pussy. Yet, despite this attention, the alicorn still struggled to break free. Her arms and legs pulled against their restraints and flapped her wings, yet it failed to procure her freedom.

“You know,” Alraune purred, leaning in to taunt the alicorn. “I’ve seen the other three alicorns since our Empress’ rise and, honestly, you’re the most pathetic of the lot.”

“Sh-Shut up-pah!” Flurry shot back, but her retort turned into a gasp as more milk was pulled from her tits. She flapped those large wings harder, yet they too were ensnared by the vines.

“Oh please,” the dryad derided. “Why, I don’t think you even deserve to be an alicorn. Luckily…” Her tone grew more malicious, as did her cruel smile. “I can help with that.” Two vines approached and grew thin needles at their tips. The limbs holding Flurry’s wings bent them forward as the needles approached. The princess, sensing something horrific drawing nearer, tried her best to squirm out of her bondage. Alas, the needles made contact; piercing her wings and injecting something. The substance felt cold and alien, a numbness spreading throughout her fluffy limbs. That sensation was joined by a rapidly growing dread as Flurry saw it.

Feathers beginning to fall.

Flurry’s eyes widened, and her breathing began growing panicked, as more and more of her feathers fell off her wings. Not only that, but as they drifted away, she saw the skin and bones beneath undulate and shrink. Tears were forming in her blue eyes along with the terrifying pit in her stomach as, within a minute, she could no longer see her wings. She moved her shoulder blades, trying desperately to feel them. But there was nothing. Flurry’s wings were gone.

Flurry Heart screamed.

“NO! NOOOOOOO!” She wailed, the Royal Canterlot Voice activating unconsciously as she shook her head to try and rid herself of this most horrific of nightmares. “NO! GIVE THEM BACK! GIVE THEM BACK TO ME! GIVE-MMPHF!”

Her cries of anguish were silenced when one of those boob fruits hanging from Alraune’s branches was pushed nipple first into her mouth. The fruit was squeezed, its contents flowing down her throat and feeling this new liquid’s effects take hold. Said feelings travelled from her chest into her constricted breasts, and finally to her nipples. A familiar feeling crept in and, despite her frantic state, Flurry recognised the feeling of her nipples sinking back into the depths of her breast. When the fruit was thrown away and she regained her breath, it was instantly taken away again as more vines started sliding in and out of both her wet pussy and sunken nipples.

But none of that mattered. As her cries became more and more distraught, Flurry’s mind could only focus on her wings. They were gone. One of the biggest parts of her identity was just gone. It felt like Alraune had just stolen a part of her soul. The tears rolled down her face uncontrollably, her cries echoing out in the cavern and piercing the heart of the pegasus who witnessed it all down below.

“FLURRY!” Zap yelled, her heart aching to see her special somepony in such emotional pain. She ran forward, but didn’t make it two steps before vines snuck up from behind and wrapped around her wrists and shins. These ones held her far tighter than the previous limbs. Tight enough to hurt, as she was lifted to the tearful former alicorn.

“Aw, don’t worry, little one.” Alraune cooed condescendingly. “I know a way you can soothe your “princess’” broken heart.” Zap tried struggling free again, but was powerless to stop the vines from hanging her upside down and sliding Flurry’s hot and hard cock between her orange tits. Zap tried to protest, but her angle meant she was being driven face first into the large alabaster sperm tanks again and again. Any attempts at escape were also thwarted by smaller vines caressing her enlarger clit, and tying her nipples together to better enhance the titjob she was being forced to give Flurry.

The others weren’t kept idle as this occurred. Button Mash was carried over to the wall of the cave, his rock-hard cock throbbing from the work the vines had done to him. Fighting through the pleasurable feelings in his groin, the stallion saw he was now before one of the mares trapped in the flowers. This one bore an uncanny resemblance to Alraune; a green earth pony with red dreadlocks. Though her belly wasn’t stretched with the telltale signs of pregnancy, her expression clearly told the gamer-turned-warrior that she’d lost her mind a long time ago. Button was drawn from his observations when his tender fuck pole was pressed against, and then into the mares’ marehood. Given his larger cock, the hole was far tighter than he expected. Far tighter than Sweetie Belle’s pussy. This thought brought even more shame to the brown earth pony, and he silently begged his distant unicorn girlfriend for forgiveness.

Alraune chuckled at the stallion before turning back to the lovers. Zap resembled a living onahole, with her face repeatedly pressed into Flurry’s sweaty nuts while her painfully erect clit was drenched in the now former alicorn’s pre. Flurry wasn’t faring any better. The princess’ pussy was being hammered by the vine pseudo-cock, as another two were warping the shape of her breasts each time they pounded into the crevice of her nipples. Tears ran down heavily blushed cheeks as Flurry struggled to keep her head clear. Easier said than done when her mind was being assaulted by such carnal pleasure. Unlike the ecstasy she felt hours earlier with Zap, this kind ate away at her resistance. Silently, she tried reaching out with her magic to her sword, left abandoned on the cavern floor. She begged, pleaded, did everything she could think of to connect with the Elements of Harmony embedded within. Specifically the Element of Laughter. It had saved her from falling against Photo Finish, she prayed it could save her now.

Such prayers would not be answered. Flurry’s concentration was disrupted by Alraune pushing another boob-shaped fruit into her mouth; this one coloured purple and thrice the size of her head. With the only other option being to drown on its juice, the noble mare had no choice but to swallow gulp after gulp of this fruits’ bounty. She felt changes to her body every time she swallowed, the tingling feelings centred on her stomach and back. She also noticed the vines had paused, and Zap had been pulled away from her cock. When the fruit was squeezed dry, Flurry coughed, attempting to regain some air in her lungs before looking down to assess the damage.

“R-Really?” She asked, her tone aiming for sarcasm but still containing traces of sorrow. “More breasts? What is it with all you monsters wanting me to have multiple, huge boobs?” Flurry spoke the truth, glaring back at Alraune as she bore six additional milk tanks; an additional pair beneath her original two, and four more on her back mirroring her front. Each one of these new melons also had nipples buried deep within, only increasing the sensations of rubbing against itself on all sides.

“Oh? I‘m not the first?” Alraune answered with what sounded like genuine curious surprise. “Well, it could be that most of us want to please our Empress by changing you to suit her tastes. But…” She dragged out the word, smirking as her face drew uncomfortably close to the former alicorn. “I think it’s your body sending you a message. Deep down, you want to have more than two tits. You want them so big you can barely move, and you want your nipples to be fuckable. Why else would your chest be the only area of you that changes so consistently?” Flurry’s mind halted as the giant dryad’s words sunk in. Aside from the Poison Joke giving her a dick and the balls to match, almost all her corruptions had thus been focused on her chest. And she did admit to Zap a few days previous that she was getting used to them. Was… Was this what her body wanted? Was this what she wanted? 

Such thoughts were unable to spiral into further dark places as the rape resumed. Though Zap was pulled away from her cock, instead held wrapped up just before her, the vines ramming her holes moved a blisteringly faster pace. The milk within her acted as the perfect lubricant for the intruders reshaping her tits, while her limited amount of remaining willpower wasn’t enough to stop the gushing of her constantly pummelled pussy. More vines began accosting her. A pair started jerking her off and caressing her nuts, while another six replicated the nipple assault on her newly-created teats. All of this added to the swelling tide of arousal rising within Flurry. She tried fending it off, holding back the oncoming wave, but the sight of an exhausted Zap tied up so provocatively before her, combined with one large, co-ordinated thrust from all the vines, pushed her over the edge. The princess came, and hard. Milk managed to squirt out around the vines pressing in against her nipples, mixing with the semen they sprayed onto her tits and inside her cunt. Her own semen shot out like a rocket, covering Zap chromatic head to toe in ropes of her foal batter.

Chuckling at the sight, Alraune turned to the last two to enjoy their descent into depravity, only to frown at what she saw. Her vines were positioning Spike to start fucking Sugar’s expansive ass, but the pair had been busy in a different manner while her attention was occupied. While the Lunar Guard had managed to bit her way through one or two vines, Spikes’ strength and flames did the rest and the warriors dropped freely to the ground. The vines that just held them shot down to reclaim their prize, but Spike burned them to a crisp. This elicited a small yelp of pain from the monster mare as Sugar gathered their weapons as quickly as her chubby backside would allow, with the pair now standing armed and defiant as Alraune returned her gaze to them.

“Hmph, annoying little gnats.” The plant mare muttered as Spike leapt into the air. The dragon lunged forward, hoping to skewer the monster with his lance. But Alraune was unwilling to get struck by that weapon again. Each time the vines threatened to catch him and he was forced to change course. With her attention focused on the draconic threat, however, she failed to noticed the other combatant. Sugar, using all her training in stealth and seemingly defying the physics of having such a wide, fat ass, snuck up to Alraune’s flower base and, with one big leap assisted as much as possible by her wings, she buried her halberd deep into the dryad’s thigh. Alraune cried out in pain and glared down at the thestral, visibly angry now. Vines shot out at rapid speed and Sugar was seized once more.

“Sugar, hang on!” Spike shouted as he banked around to help. This distracted him, however, as a giant yellow flower on the end of a thicker vine shot forward and swallowed him; trapping the dragon in the closed bud. He grunted and was about to burn his way out when he felt a sharp stab in his back between the wings. 

Fear froze him for a second before whatever was injected immobilised his body. The stamen of the flower extended and constricted around his wrists and ankles. At the same time, more emerged to strip the dragon of his armour and clothing. These wardrobe changes were nothing compared to those occurring within Spike’s body, however. His limbs, while remaining toned, shrunk in mass. His midsection thinned, and his pectorals grew soft before taking on the telltale teardrop shape of breasts. Finally, as his jaw lost its hard edge and his spines grew in length, his knotted cock and ballsack shrinking into nothingness. In their place emerged the pink petals of an unspoiled vagina.

When the flower opened, Spike was completely female.

“Oh, wow. You turned out great.” Alraune smiled as she gave the mocking compliment. “You know, somehow, I felt you were nothing more than a little bitch. Now, let me show you a lady out of you.”

More stamen extended to pull Spike’s tail away from his new body as a vine extended towards his new feminine parts. Smaller limbs spread his labia as the thicker tendril prodded a few times before pushing in. Spike screamed before his muzzle tied shut by more vines, his female virginity stolen.





Within a tent in the triage area of the Crystal Empire, Twilight Sparkle froze in place. A sharp pang throbbed in her heart for a second before fading away, but she knew what it meant. A quick look up saw Rarity was also wide eyed, looking south despite the tent obscuring the outside world. Without prompt, the fashionista looked her friend in the eye.

“T-Twilight? She asked, though the princess could see she already knew the answer to the upcoming question.

“I felt it too.” She responded, rising off the tent’s bed, and took Rarity’s hand. As one, the pair looked back to the south, with the Princess of Friendship looking back south.

Spike… Twilight thought, hoping and praying her number one assistant could hear her somehow. Please… be safe.





Sugar winced as another lash sent her flanks jiggling before forming a red mark. The vines had her bent forward as more whipped her wide rear again and again. Gritting her fanged teeth and looking ahead, she had a front row seat to Spike feminine deflowering. The now dragoness couldn’t control the panting moans escaping him as his whole body was jostled by the vines’ thrusts. A few more moments and it was over. Spike came; orgasming for the first time as a female. The vine rewarded such pleasure with a jet of cum flooding his new insides. Sugar, looked away, saddened by the sight.

“Enjoying the show?” Alraune asked, surprising the thestral with how silently she had slunk so close. Sugar refused to answer and looked away, but something stroking her lower lips made her yelp. “Certainly feels like it. Unfortunately for you, that’s not the hole I’ll use you for.”

“W-What?” Sugar asked as Alraune backed up. As her legs were spread by the vines, she looked down to see a thick tendril approaching and it clicked. “W-Wait. Please, don’t! Don-nnaaaugh!” Her pleas fell on deaf, uncaring ears as the thick vines pushed deeper and deeper up her anus. It paused for a moment, forcing Sugar to experience the sensation of her asshole being stretched. The reprieve didn’t last, as the vine started pulling and thrusting back into her backdoor. Sugar felt ashamed as moans escaped her, but they were muffled when another vine filled her mouth to start spit-roasting the thestral.

Chuckling at her success, the dryad turned back to the cum-covered Zap. But, instead of seeing a defeated mare, Alraune witnessed the pegasus shaking in rage. The glare the orange mare shot her could’ve levelled mountains. Using her rage to fuel her Apple family strength, Zap once more broke free. Instantly a blur of rainbow colour, she shot from her spot, and grabbed her weapons from where they fell. Her first instinct was to free Flurry and Spike, but the waves of vines surrounding them made that task impossible. Knowing she needed help to take this monster down, she swooped by the wall and cut the vines holding Button Mash in place before making distance between her and Alraune. Button, for his part, summoned all the mental strength he could to not nut in the trapped mare. Instead, he pulled out and rushed as quickly as his dribbling log of a dick would allow to join Zap.

“Pesky little insect.” Alraune growled, her annoyance rising at the sight of the pegasus free once again. “Why won’t you accept defeat?!” The dryad gripped her large boobs and squeezed the together. From the flowers on her nipples, a pink mist shot out towards the pair of free ponies. Zap, still running on the adrenaline and anger of seeing Flurry defiled, took flight to dodge the jet. Sadly, Button was unable to escape the blast and the jet encompassed him. Every fibre of his body suddenly felt nothing but heightened pleasure. So much so that he couldn’t move. Button fell prone, his expanded cock spraying his seed across the ground.

That left Zap standing on her own. Letting out an angry sigh, she focused on the task ahead and flew into the fight. The flier sipped around the space, dodging all the vine attacks aimed her way. Slipping through the space, Zap flew up, landing briefly on the ceiling between flowers full of trapped mares, before diving down at top speed and landing a heavy blow to Alraune’s cheek with Vinyl Scratch’s steel bat. She pulled up but stay low before landing in a defensive posture.

“You bitch!” Alraune hissed, unleashing her hordes of vines to snare the pegasus. Zap took off, weaving and bobbing to consistently evade the limbs, which only angered the monster mare even more. She even flashed by the spit-roasted Sugar Silhouette, slicing the vines fucking her and letting the thestral land on the thick cushion of her flanks. 

Zooming around, she saw some vines slinking towards the prone Button Mash and cut them off. Standing her ground between the earth pony and the oncoming tide of green limbs, Zap took a steadying breath. Using her lightning-fast reflexes for her strikes instead of manoeuvring, the daughter of Element bearers knocked away or cut up all the vines that charged towards her. She did this for what felt like hours but could only have been seconds in real time. The moment the surge abated even slightly, Zap shifted the grip of her short sword slightly and threw it with all her inherited strength. 

The weapon spun through the air, bypassing, or carving a path through the vines before it to embed its blade into Alraune’s cleavage to the guard. She clutched at her chest, gasping in pain. Zap’s recent strikes had taken more out of the mother dryad than she would openly admit, and looking up only enraged her more. Sugar had staggered over to join  Zap, while the effects of the mist seemed to have worn off on Button; the stallion forcing himself to his feet. Things the mistress of plants long thought impossible started filtering into her mind; thoughts of defeat. Furiously, she buried thought rebellious thoughts as far down in her mind as she could before refocusing her rage and attention to the three defiant ponies before her.

“ENOUGH!” She screeched, the fury in her voice reverberating as loudly as Flurry’s anguish had earlier. “The princess may belong to Empress Talvira, but I will take great pleasure in rutting you three until you literally fall apart!” Pulling out the short sword with a vine, Alraune pressed her breasts together again, the mist shooting out towards the brave warriors.

“Look out!” Zap shouted, pushing Sugar out of the way. The Lunar Guard instinctively rolled the moment she hit the ground, only stopping once she was certain she was out of range of the pink clouds. Pulling herself up, however, she saw her comrades weren’t so lucky. Not only had Button been hit with the mist again, knocked prone once more, but now Zap was a twitching mess on the cavern floor. Her pussy squirted its juices over her thighs, while her nipples and enlarged clit stood so tall, they had to have hurt.

“Finally,” Alraune huffed as she extended vines towards the incapacitated two and turned to face Sugar. “That should deal with her. And as for you, fat ass? It’s clear you need more punishment to learn who your new mistress is.” The foe emphasised this by brandishing half a dozen vines before her, only for them to grown sharp thorns along their length. Though the thought of those laying strike upon strike to her rear both terrified and, shamefully, aroused her, the thestral buried those thoughts and focused. Alraune looked weary and frustrated from the fight. There had to be a way for her, even in her addled state, to land the final blow.

Then, she saw it. The wound left from Zap’s sword. It hadn’t regenerated, which meant Alraune had no such ability. With this knowledge, Sugar adjusted her stance accordingly, knowing she would only have one chance.

“I already have a lady to serve, you filth.” She responded, the steel in her tone not only coming from facing a mighty foe, but also from the disrespect said foe just placed upon her sovereign’s name. “I am Sugar Silhouette. Last of the Lunar Guard. Proud servant of Princess Luna, and by her grace, I will kill you!”

“With that dump truck of an ass?” Alraune scoffed. “I’d like to see you try!” The dryad unleashed her forest of vines; all charging towards the unmoving lone pony. For her part, Sugar did not flinch away in fear. Taking a deep breath, she summoned all her strength and prayed to her princess her aim was true, as she threw her halberd like a javelin. It sailed through the air, through the hordes of vines and closed in and ensnared its wielder.

Before finding a home deep in the open wound of Alraune, piercing her heart.

The mother dryad screamed in pain and agony. At once, her vines retracted and coiled in on themselves like the legs of a dying spider. She tried to pull the weapon out of her chest, but it was buried so deep the blunt end was barely visible above the skin, and she was losing strength fast. All around the cavern, the vines began to wither, the flowers losing their petals. Even Alraune’s body began shrivelling up as her voice, screaming bloody murder, lost its strength. In her death throes, she looked back at the defiant look in Sugar’s golden eyes. She reached forward, trying to grab hold of the thestral before she fell with a mighty thud. Her breaths grew short and swift, then silent as the light faded from her eyes before she withered into a brown, lifeless husk.

As the exhaustion of the battle finally caught up with Sugar and she fell to her hands and knees, the massive bundle of vines in the back of the cavern fell away. With each withered limb disintegrating, a ray of pure white light shone through. By the time the entire bundle had disappeared, its’ prisoner was finally free to shine it’s bright light; a light which accelerated the death of Alraune’s influence even faster, and filled the cavern with an aura of healing magic.

The Tree of Harmony.





Outside the cavern, things escalated slowly at first, then rapidly.

The first sign of trouble was the dryads. Across not only the castle ruins, but all over the forest, the leafy mares let out horrifying screams of pain. They shared a connection with their mother few others could ever truly understand, and her death was like a psychic stake through the heart of each one of her daughters. As they withered and died, the horde of monster soldiers sent from Canterlot weeks ago grew unsettled. There was no sign of attack, no sight of any foe that could have done this.

They received such a sign as the wall of vines sealing Alraune’s cavern from the outside fell away and blinding light shone through. It knocked all soldiers nearby off their feet, and those unlucky enough to be close to the entrance suffered lethal burns from the purifying light flooding out. Those that survived tried staggering to their feet, only for terrifying sights, smells and sounds to emerge. Those soldiers close to the ruins could hear monstrous roars and horrific screaming. What scared them the most was it wasn’t the feminine screams of mares being rutted, but of their own, most likely being slain.

They caught whiffs of a terrible stench emerging from the forest, as well as felt tremors growing stronger. Looking up to the top of the dried moat surrounding the ruined castle, they saw a veritable legion of Timberwolves. The sentient wooden creatures, sometimes used as attack dogs for the dryads, now looked down upon those remaining monsters in much the same way they would at helpless ponies. With a howl from their leader, the beasts leapt down and into the fight.

Some soldiers stayed and fought, yet it would avail them not. The wolfpack was too co-ordinated, as opposed to the panicked and confused soldiery. Even those that successfully slayed a wolf or two would watch, in horror, as the beasts reformed themselves. Assuming they weren’t tackled to the ground by another as they stood there and watched. Others tried to flee; clambering and flying out of the ravine to escape further into the forest. It was a fools errand. There were more wolves at the top, waiting for such an eventuality. Those with wings wouldn’t get far, as a mighty Roc swooped down and crushed foes in its talons. Those on the ground that avoided the Timberwolves were slain by even more fearsome beasts. A Rockodile scared some soldiers into falling back into the ravine with its’ seemingly impenetrable hide. Others still found the source of the growing rumbling in the form of a hydra head descending to swallow them whole.

Everywhere one could look, the old beasts of the Everfree Forest reclaimed their home from the forces of Talvira. And, as the chaos on the ground continued, a small white light ascended from the cavern and into the clouds above. Rather than clear the pink clouds from the sky as the Elements of Harmony did, this light instead turned the clouds grey.

A sign that the Everfree Forest, and the Tree of Harmony within, had regained control of its domain, and death awaited those that would try to take it away.
> Chapter 24: Rage of a Battered Heart
> --------------------------------------------------------------------------

“Talvira, please calm down.”

The demoness stopped her pacing within the royal bedroom to look at the voices’ owner. On their bed sat her beloved queen Sluttershy, with her buxom harem standing off to the side. While their silence was both obedient and nervous, the corrupted Element bearer’s was more concerned for her demonic lover.

“I’m sorry, my dear.” Talvira sighed, running a crimson hand past her horns and through her ebony locks. “It’s just… How? How could our emprie be collapsing so quickly? So… completely? And all because of a few infiltrators?” In that final question, the empress’ tone became more tense and her fists clenched. But one look back at the kind mare was enough to cool the fires within. “It just feels like our world is falling apart all around us, and no matter what I do, nothing seems to work.”

“Oh Talivra.” Sluttershy soothed, standing off the wide circular bed. “It’ll be okay. I’m certain-”

The off-yellow pegasus was cut off when she and Talvira both winced at a pain speeding through their minds. Though it lasted only a moment, this sensation only served to heighten Talvira’s fear. Within seconds, the empress was on the balcony and looked south. To her horror, the demoness saw grey clouds instead of pink. Nor could she sense Alraune’s presence. The fear of her realm collapsing was doubled by this loss, the loss of one of her oldest allies from Tartarus.

But the most terrifying fact of all was the Tree of Harmony was liberated. The greatest source of harmonic magic, Talvira’s foremost weakness, was free.

Talvira’s breath shortened. She leant forward, gripping the marble railing of the balcony hard enough to crack the stone. Fear was an unfamiliar and uncomfortable feeling for the demoness, and it was consuming her normally unshakable resolve. She rushed back inside, but felt her breathing only speeding up. Her mind spiralled as the worst-case scenarios played out in her mind against her will.

“Talvira!” The shout from that normally soft voice snapped her out of it, and she stared wide-eyed up at its source. Sluttershy was now standing up, a firm look on her face as she approached and took her demonic lover’s face in both hands. “Please, calm down. Breathe.” Though she wasn’t used to taking orders, Talvira complied, and took deep, slow breaths as Sluttersly slowly guided her back towards the bed. The fear ebbed away with each exhale, as she was locked into looking at those all-too caring eyes.

“It will be okay.” She continued, laying down on the bed and leading the empress to lay atop her; her I cup boobs serving as the perfect pillows upon which to rest her worried head. “ As long as we’re together, we will be okay.” To complete the reassurance, the pegasus embraced Talvira with her large wings; those soft black and off-yellow feathers acting like warm blankets.

“B-But how? Talvira asked, still struggling with being the one in this state, this position, as she craned her neck to look up at the kindly mare. “How do you know things will work out?”

Sluttershy smiled, the picture of sincerity. “Because I love you, Talvira. I love you and I believe in you. Something I learned a long, long time ago is that kind of belief can push you to do amazing things.” 

The former element bearer looked out the balcony doors as her mind travelled back in time. Not only to the times Talvira had protected her, upheld her honour, but from even before the demoness’ incursion into her life. Back to the days where she was afraid of the world, but the support of those she cared about drove her to be better, to be more. It struck her as odd how these thoughts were surfacing now when, for nearly two decades, her old life may as well have been that of another pony. She was happy with this life. She was happy as Talvira’s spouse, as Nodabba and Ragrol’s mother… So why did those old memories resurface now? Regardless, Sluttershy chose to used them rather than let them confuse and consume her. Looking back down, she saw wide-eyed wonder as Talvira stared back up at her. The way she did so only endeared her to Sluttershy further, a sign that Talvira thought the world of her as she did the demoness.

“I don’t deserve a lover like you.” The empress uttered in an almost reverent tone, extending an arm up and out of Sluttershy’s wing blankets to gently hold her cheek. Sluttershy leaned into the contact with an understanding smile, holding the hand to her face with one of her own.

“Maybe not,” she replied with a soft chuckle. “But then I don’t deserve somepony as dedicated and caring as you either.” This finally cracked the walls of worry that had built up as Talvira cracked a small smile. With a small laugh of her own, she leaned into Sluttershy’s milk-laden bosom, though her hand remained outstretched and upon the pegasus’ face. “You’ve done so much for me, Talvira. For all of us, to have the lives we lead. Rest now. We’ll get through this together.”

The pink-maned mare looked over to the four busty concubines and nodded them over. With Lyra ascending to nobility, Caring Hearts still “busy” with her son, and Talvira focused on matters of the realm, the four earth ponies quickly approached at her wordless request. They flanked her two each side and laid their hefty chests atop the blanket of wings, adding to the comfort and showing their own support for their mistress.

Talvira looked upon the five mares surrounding her and smiled. Closing her eyes and allowing herself to relax, one train of thought crossed her mind.

I love you too, Sluttershy. More than you will ever know. 



 

A calm quiet filled the cavern in the Everfree Forest, opposed to the carnage that had occurred earlier. The five adventurers took their time regaining their strength and breath as the light from the Tree of Harmony faded away. Of the five, Sugar Silhouette seemed the fastest to recover. With some effort, the Lunar Guard pushed herself up to her hands and knees and took everything in.

The first thing changes she noticed were those of her body. All the added padding to her flanks and chest the Poison Joke had inflicted was nowhere to be seen. While this lifted her spirits internally, the logical part of the thestral’s brain knew now wasn’t the time to celebrate that fact. Next were the fates of her comrades. Nearby, she saw both Zap Apple and Button Mash stirring. Like Sugar, their corruptions seemed to have disappeared as well; Button’s stallionhood would no longer heavily straining the fabric of his pants, and Zap’s breasts and clitoris had shrunk to normal levels, leaving the pegasus sporting lithe B cups. A little further away were the slowly stirring bodies of both Spike and Flurry Heart, with the draconic warrior’s form having reverted to his original male state. Of the five, only the princess seemed to retain some measure of corruption. Whilst the positive changes, like the re-emergence of her nipples and reduction in the number of breasts were significant, she still retained four H cup boobs; roughly the size of a pony’s head.

Finally, she saw all the mares that had been trapped in the flowers on the walls and roof of the cave were now either on or being gently floated down to the ground by auras of pure, white magic. The vines, or what remained of them, was swiftly crumbling away like the fragile leaves of a deciduous plant in autumn. Most prominent of all, however, was the Tree of Harmony itself. The brilliant shine of the crystalline tree illuminated all, a feeling of warmth and optimism ebbing out in unseen waves across all ponies in the cavern. Ponies like, Zap, who was now crawling towards the princess’ tired body.

“F-Flurry…” Zap uttered, dragging herself over to the recovering alicorn. Flurry shook her head before looking up, her tired eyes still tearful following that horrifying experience. 

“Z-Zap…?” She replied, the pegasus closing in and holding her face in her hands. “Y-You’re okay?”

“Yeah, Ah am, Sugarcube. An’ you are too, from th’ looks o’ it.” Following Zap’s maroon-eyed gaze, Flurry looked over her shoulder and lost her breath at the sight.

Her wings were back.

Ignoring her other corruptions, she sat up and brought her wings around to her fore. She ran her fingers through the soft feathers, as if re-engraving their texture into memory. The relief was immense, and as the tears threatened to break through, Flurry turned and leapt into hugging Zap. The pegasus didn’t utter a word, only hugging back with her arms and wings, and nuzzling the alicorn’s mane.

“Princess…”

The voice caught not only the pair of mares, but also the other three adventurers. As one, they turned towards the Tree of Harmony. Its trunk shone brighter for a moment before that light took form. That form was one of an elegant-looking mare; dressed in a simple, sleeveless white dress. Her figure was beautiful, with her white coat contrasted by her long, straight red mane that floated on unseen, ethereal winds. As her gentle light blue eyes gazed down upon the group of recovering warriors, Flurry couldn’t help but notice the long horn protruding from her bangs, nor the white wings that outsized even her own.

“W-Who are you?” Spike managed to ask, as in his periphery she noticed Sugar kneeling before this illuminated alicorn while the other ponies looked on in stunned silence.

“I am the Spirit of the Tree of Harmony, and I thank you all for freeing me.” She spoke, sparing a glance at the prostrated thestral before looking back at the other alicorn.

“W-Wait a minute.” Flurry spoke up, untangling herself from Zap as the orange pegasus helped her to her feet. “L-Last time we spoke, you looked like my aunt Twilight.”

“Indeed, Princess.” The benevolent spectre replied. “My previous form was taken to be a more familiar face, to sooth your concerns following that battle. Now, however, you have recovered more of the Elements, meaning I am able to draw more power. Enough to project a more accurate projection were I a pony.”

“…Uh, did that fly over anypony else’s head?” Zap asked, though a soft elbow from Flurry cut off any further unintentional insults.

“Another reason I chose this form was in respect to you, Princess.” The spirit continued, not showing any offence at the rainbow-maned mares’ comment. “I felt it deceitful to appear as your aunt, especially following her liberation.”

“…Oh, well… Thank you, miss.” Flurry responded uncertainly.

The ethereal alicorn softly smiled in kind. “You are welcome, Princess. Unfortunately, I speak to you now bearing unfortunate news. Your home is in grave peril, as an army is on route to lay siege to the Crystal Empire.”

“M-My home?” Flurry gasped, fear gripping her heart as tightly as she did Zap’s hand upon finding it.

“I’ll warn them right now.” Spike spoke up, locating his bag and pulling out parchment and quill. Flurry’s concern only slight abated, but nonetheless she appreciated his swiftness as the dragon scribbled his message before burning it in green fire. The sparkling smoke then flew out the cavern opening, racing north as fast as the wind.

“T-Thanks Spike.” The princess stuttered, though Zap still looked at her marefriend with concern.

“I am afraid there is more daunting news.” The spirit carried on, regaining everyone’s attention. “There is a plot to upheave the natural balance throughout all Equestria. Using horrific duplicates of the Tree of Harmony, their creator could harness magic powerful enough to become a god among ponies. The world would be their plaything.”

“…Cozy Glow…” Flurry muttered, quickly putting the pieces together.

“If you wish, I can offer you a method to nullify these facsimiles of the Tree, and send you to one of them.” Flurry was about to answer, but she looked to Zap and paused. The orange flier had been nothing but supportive and understanding. She had helped the alicorn so much, Flurry needed to make it up to her. Looking into those maroon eyes, her decision was made and she turned back to the spirit.

“I appreciate the offer and we’ll gladly take the spell to stop them. But… We need to get to Cloudsdale as soon as possible.”

“What?” All the gathered non-alicorns responded with varying degrees of shock.

“Flurry, Are ya sure ‘bout this?” Zap spoke up, her face still displaying worry for her special somepony. “Ah reckon-”

“Zap, I’m sure.” She firmly replied. “Starlight promised we’d save your mother. She can’t be here to fulfil that promise, but I am. You’ve done so much for me, please let me do this for you.” The pegasus stared into those beautiful blue eyes. She saw nothing but honesty shining through them in that moment, but she knew how exhausting that fight had just been. Furthermore, of all ponies present, she had an idea of how fast her more athletic parent was. Especially how fast she was. But that voice, that face, and those eyes… They weakened her reasoning with each second. And Zap did still wish to confront her pegasus mother.

“Princess, please think for a second.” Button spoke up, his cynicism obvious for all to hear. “That plan’s just… it’s insane! None of us are in any condition to march into Cloudsdale right now.”

“Not to mention Rainbow Dash can and will outpace all of us, except maybe for Zap.” Spike added. “Flurry, are you absolutely sure about this?” The alicorn nodded before turning her attention back to the glowing spirit. 

“Once we’ve freed Cloudsdale, weI’m sorry if this isn’t the answer you were wanting to hear… but if we’re able to restore the Element of Harmony from Cloudsdale, that should only make both you and I stronger… Right?”

The spirit nodded in response. “Indeed. Though I share your companions concerns, the choice is ultimately yours.” 

Her long horn became encompassed in a pure white aura before a similar shining orb of magic floated down and into Flurry’s forehead. In an instant, the intricacies and framework for a complex spell came to mind. If Flurry didn’t know better, she would’ve thought she’d known this spell her whole life. Even more knowledge exploded into being in her mind; knowledge of the fake tree locations. Though she and the others were aware of the one in Hollow Shades, four more locations made themselves clear to her; Dodge Junction, Las Pegasus, Somnambula, and finally a little to the west of Neighagra Falls. That last one concerned the alicorn, given its proximity to the Crystal Empire. As the understanding of what happened sank in, she met the spirit’s gaze, who merely nodded back at her again.

“Are you all ready to depart?” She asked politely, her eyes scanning from Flurry to the rest of the group. 

The ponies and dragon took a moment to double check their equipment. Weapons were reclaimed and clothing was put back on. Even Flurry, despite lacking anything to wear below her waist, simply slung her belt over her bare hips as she reclaimed and put on the plain, button-up shirt Rarity had given her. Her four milkbags still made it impossible to close the shirt, but just having even a shred of fabric on her body had a reassuring effect on the princess. Before she forgot, Flurry cast a cloud walking spell on both Spike and Button mash, having heard Spike can’t stand on them while Button’s need was more obvious. Finally, after all the preparations were made, they all looked back to the spirit; displaying a united, determined front.

“I wish you all luck in your quest,” she said with a soft smile. “May Harmony’s light guide you to victory.” The light surrounding her horn, and the Tree of Harmony itself, grew to encompass the entire cavern. In an instant, the five adventurers were somewhere else. 

The first clue was the brisk, chilled wind that tugged at them, while another was a soft, almost damp substance beneath their feet. As one, they opened their eyes to find themselves standing atop the pink cloud canopy. Looking around, one could see the elevated dome that contained Cloudsdale off to the west. Even from this distance with the sun partway through its descent towards the horizon, with Zap briefly taking flight to get a better look, dark shapes could be seen circling the enclosed cloud town.

“There’s still a ton ‘o monsters over there, Flurry.” The pegasus reported, sharing looks with Spike and Sugar. She grew a little annoyed with Button, though; the brown stallion was busy examining the clouds upon which they stood.

“Sir Mash, please pay attention.” Sugar told him off, like she was a disappointed teacher scolding a student.

“What?” He exclaimed. “I’ve never stood on clouds before, alright?” He looked back a moment, more, his snout inching towards the slightly shifting surface. “Wonder what it’s like dipping your head in?”

“Speaking from experience,” Flurry spoke up, walking over while flaring her wings to help balance out her four breasts, “it’s not a fun time. Stay under for too long and you’ll be a sitting duck.”

“Not t’ mention you’d fall, so Ah wouldn’t if Ah was you.” Zap added, her flat tone a clear indicator to Button to knock it off. The earth pony, thankfully, took the hint and stood up.

“Anyway,” Spike started, desperate to move on from this conversation, “We should get moving. Don’t want any patrols from Cloudsdale finding us just standing here, do we?” Flurry and Zap, having experienced the last attempt to sneak into the town, nodded and started moving, with the rest of the party falling into step behind them.

The journey was slower than they would like. Though all save Button Mash could fly, doing so would make them stand out as opposed to sneaking towards Cloudsdale atop the canopy. This made it a slow slog, however, given the nervousness all had at potentially being found by a patrol, and adapting to walking across the soft surface. Button and Spike especially struggled, citing the lack or even absence of experience walking on clouds. 

By evening, the party had halved the distance between them and their destination, though the challenges would only escalate. There did indeed seem to be more monsters and fallen pegasi flying around the pink cloud dome like a school of angry sharks, eager to snap at the first sign of danger. There was also the exhaustion factor. To consider. Given the Poison Joke incident, the battle with Alraune and now the trek, all five adventurers were running on empty. Sugar especially, given thestral are generally nocturnal creatures. She had been pushing herself to stay awake for this long, but she was finally losing steam, and had Button draping one of her arms over his shoulder to help her move.

“We need to make camp.” Spike stated as loud as he dared, not aware if the swirling horde in the distance could hear him. “There’s no way we’ll stand a chance against Rainbow Dash feeling like this.”

“We’re on it.” Zap replied with as much gusto as she could manage. In seconds, she had crafted a cave of clouds large enough for them all to clamber inside, while Flurry cast the illusion spell to hide them from the Cloudsdale hordes sight and hearing. The warriors stumbled into the makeshift shelter and, almost as one, collapsed.

“Flurry, you okay?” Zap asked as she cosied up next to the alicorn. She answered by wrapping a wing around Zap’s back, and the two cuddled close. Zap smiled and gave the princess’ cheek a quick kiss before pulling back and rummaging through her bag. Finding it, the rainbow-maned mare pulled out her last reformation gem, her mood sobering slightly as she looked down at Flurry’s tits. “It’s good knowin’ that, but Ah’d rather make sure, if that’s alright by you?”

“It’s okay.” Flurry responded softly, noticing that Sugar and Button were on the verge of sleep already. “I know I said I was getting used to them before, but I’d rather be as close to how I used to as I can. So, yes. Please use it.”

Zap nodded before pressing the gem to Flurry’s chest. The alicorn’s illusion hid the light of reformation from the outside world, while Spike had moved to shield the sleepy pair with his wings. Looking back as the light died down, he, Zap and Flurry saw the princess baring only two breasts once more. Not only that, but they’d finally shrunken back down to what one could almost call a normal size; palm-filling E cups from Zap’s best guess. Despite her exhaustion, Flurry couldn’t help but smile. She buttoned up her shirt before pulling the pegasus in with her magic for another cuddle and kiss. Zap returned the smooches this time before they, and Spike settled down to get some much-needed shuteye.



 

The return to action came swifter than the resting warriors would have liked.

Less than an hour following sunset, the five adventurers were rudely awoken. Fleshy tendrils reached up through the clouds and wrapped tightly around their limbs, pulling them back below the cloud canopy. All tried to struggle, but each pony and dragon received a blow to the stomach for their efforts. 

As Flurry recovered from hers, she took stock of the situation as quickly as she could. Her first thoughts questioned how they could’ve been found despite the illusion spell. The only answer she could think of given their predicament was the illusion was only crafted for above the clouds, not below. But Flurry recognised now wasn’t the time for chastising herself and looked up their opponents.

She and her companions were being flown away by a group of ten strange monsters. Strange in that they were unlike anything the group had previously come up against. They looked like pony mannequins, though ones that bore featherless, membrane wings. Their arms had also morphed into multiple tendrils, with she and each of her friends carried by two beasts. Also interesting about these foes was, partially embedded within their arms were dark oval gems; almost like an obsidian version of her reformation gems. The final important point of interest was where they were going. Rather than being carried to the heart of Cloudsdale, these things were flying them to the ground; just on the northeastern edge of Sweet Apple Acres. Flurry just managed to spy Zap looking longingly towards the abandoned homestead of her family before it disappeared behind the trees.

“Unhand us, you fiends!” Sugar shouted, trying with all her might to escape. Her attempts unfortunately bore no fruit, as one of the two holding her down leaned in almost nose to nose. A thin line of red magic scanned up and down the thestral’s face before the mannequin monsters’ own features shifted. Not only their face, but the monsters’ entire body changed; as if their skin was a liquid, it lost the hairless form by growing a dark blue coat while its wings became feathered. But when it also grew a horn and a long, flowing mane that sparkled like the night sky, Sugar froze.

“How rude,” the beast said, in a voice and from a face its captive would recognise in a heartbeat. “Is that any way to speak to your princess?” Sugar struggled to believe her own eyes as the beast stood back, its tentacles rejoining into hands the Lunar Guard wished to kiss once upon a time.

“P-Princess Luna…?”

Indeed, the monster standing before was the spitting image of her beloved princess. Looking behind her, the other mannequin holding her in place had also changed; this time into the rugged good looks of the Lunar Guards’ former captain, Star Sabre. She blinked and shook her head to make sure she wasn’t hallucinating from the lack of sleep, but his familiar face with a slash scar over his golden left eye, the short navy-blue mane with a silver streak running through it, it could be none other. The only thing that gave away the illusion was his arms still separated into the tentacles that still held the last Lunar Guard.

“Indeed,” the fake princess responded, in much the same cadence Sugar imagined the real lunar sovereign would were she in such a position. “I see my guards have become quite impertinent in my absence. I believe some disciplinary action is required. Star Sabre?”

The fake thestral stallion nodded, lifting and rotating Sugar. The fake Luna then walked around and hummed as she started groping and kneading her captives’ flanks. As this occurred, Star Sabre’s impersonator used two tentacles to pry Sugar’s mouth open for his fully erect cock to instantly fill. As Sugar struggled not only to breath but also resist what was happening, a quick side glance revealed what had become of her comrades. 

Their monsters had also shapeshifted into loved ones, and each pair was proceeding in molesting their chosen prisoner. Button Mash’s sounds of resistance were muffled beneath the backside of one monster pretending to be Sweetie Belle, while the other, pretending to be his mother Cream heart, used her voluptuous tits to harden his cock. Zap struggled as one monster that looked like her brother Jonagold fucked her face, while snother resembling Applejack ate her out. Flurry Heart couldn’t help but moan as her unbuttoned shirt left her breasts free for her monsters, impersonating Princess Cadance and an uncorrupted Starlight Glimmer, to suckle her nipples. Another unicorn copy was present; Twilight Sparkle lay atop the dragon, smothering Spike with her pussy as she and a fake Rarity used their large breasts to give the dragon a double titfuck.

“Oh, Spike, darling,” the false fashionista sighed lustfully. “You’ve grown so big…”

“I was such a fool,” the Twilight pretender added following a long suckle of the arrow-headed tip of the draconic cock. “Had I known you were this big, I would’ve jumped on you when you found me.” These comments seemed to light a fight in the dragon, who angrily grabbed onto Twilight’s body and threw her off. He tried sitting up, ready to incinerate the fiend that dared imitate the unicorn he adored, but said fake pushed him back down. One of Rarity’s arms split back into tendrils; wrapping around his neck and holding him to the ground just as the dragon unleashed a surge of orange flame into the sky.

“Uh-uh-uh.” The white unicorn tutted, shaking a finger. “That wasn’t nice, Spikey-Wikey. “You need to be taught a lesson in how to properly handle a lady.” 

With that, Rarity closed her fist, only for one of those dark gems to surface where her knuckles would be. Without warning, she rocketed the fist down into Spike’s unclothed and unprotected junk. The dragon winced with pain, but that pain swiftly transformed into ever-growing pulses of pleasure. His breathing came out in heavy pants as the fake Twilight moved above his head, only to smother him with her heavy boobs. Spike struggled to breath, both from this soft suffocation and from whatever was happening to his body. After a few moments that felt like hours, he was freed from his prison of cleavage and swallowed as many deep breaths as he could. The tendrils around his neck had also retreated, made evident when Twilight lifted his head onto her soft thighs.

“Wake up, Spike.” She spoke sweetly, brushing his green spines like the real Twilight used to as a baby dragon. “Rarity’s given you such an amazing gift.” Looking down, his weary eyes widened at the sight. His rock-hard cock was standing proud, but now nearly three times the size. It almost looked like a small purple tree trunk rising from his pelvis. Though he couldn’t see them, Spike could feel his far heavier balls resting against his thighs. Any mental guesses as to how big they had become would have to wait, as he saw Rarity kneeling before him; her eyes glued to his monster schlong.

“And now…” the fake unicorn purred, licking her lips, “…It’s time for you to be generous and return the favour.”

Without delay, Rarity took hold of the enlarged dragon penis and pointed it at her folds before descending upon it. Spike grunted in trying to stave off an immediate orgasm while the white pretender moaned like a whore. A large protrusion rose from beneath her stomach as her warm, wet insides gripped his dick like a vice.

“Oh Rarity, that looks like so much fun.” The fake Twilight tittered as her partner in crime started slowly raising and lowering herself on that draconic fuck stick. “Come on, Spike. Show me some love too.” The false alicorn straddled the knights’ face, lowering herself and burying Spike’s scaly snout into her crotch. He tried to shake her off, but between the sweet scent and taste filling his nostrils and mouth respectively, and the increasing pace of Rarity pounding his pelvis, thoughts of resistance were growing dim.

“Oh wow, that looks so fun. Don’t you think so, Button?” The fake sweetie Belle asked as she lifted her ivory backside off Button’s face. The stallion was blushing hard as she and the facsimile of his mother switched places. Cream Heart’s imposter gently cradled the earth pony’s orange-maned head on her think thighs. She had to crane her neck a little to see his face, however, on account of her massive boobs. Boobs whose cleavage was coated in his precum.

“You’ve held on for so long, honey.” Cream soothed, stroking his hair, and caressing his cheek. “Just lean back and relax, and let us take care of you.”

“Y-You… aren’t my moth-A-HAH!” Button’s accusation was cut off as the imitation of his special somepony buried his rigid stallionhood inside her pussy. The gasp for air left his mouth open, easy pickings for Cream to press her nipple straight in.

“Shh. Stop fighting it, Button. Mother knows best.” Cream’s copy hushed him, as milk freely spilled from the teat and into Button’s mouth. He struggled to drink it without drowning due to his shortness of breath from Sweetie Belle’s riding of his cock. Eventually a rhythm was found and, though he knew he needed to keep fighting it, a part of him couldn’t deny this felt just too good.

“‘Ere ya go, sis!” Jonagold’s duplicate grunted, his hips swinging enough to send his balls slapping into Zap’s jaw. “Be like yer friend an’ drink up!” A few more quick thrusts followed before he hilted in her mouth. The salty taste of sperm erupted as rope after rope of semen spurted down Zap’s throat. She couldn’t hold on much longer herself and came, squirting the face of her mother, the face the other monster had stolen; just like its accomplice had stolen her brothers’ features.

“Aw, you two’re such good siblin’s.” The fake Applejack remarked as Jonagold pulled out, leaving trails of spunk from his tip to the pegasus’ mouth. Before the flier could regain her senses, the one pretending to be her mother pushed her down, pinning her wrists to the ground above her head. “Now how ‘bout somethin’ t’ wash it all down, hey Sugarcube?” 

Zap opened her mouth to roar at the false Apple matriarch before the tips of two large, orange melons were stuffed into Zap’s mouth. The soft mounds pressed in against the pegasus’ face, forcing fresh cider to stream into her mouth. Zap had no choice but to swallow to avoid drowning, yet nearly choked when something long and hard pushed past her petals. Her ears, barely free of the fleshy cider tanks trying to drown her, heard the voice of her mother moaning in ecstasy above, as well as something wet drip onto her abdomen. She wanted to struggle free, to kick the tar out of these monsters that dared impersonate her family. But, with her limbs firmly held and both her upper and lower lips full, Zap could do nothing but attempt to ride the pleasure out.

“Oh, is this not the purest dream one can experience, my loyal subject?” The fake Luna asked calmly as she fingered Sugar’s unfortunately experienced backdoor. The poor thestral, however, was unable to answer, as the Star Sabre imitation climaxed in her mouth. Sugar nearly choked on the cum, forcing herself to swallow it regardless of the taste or what it was doing to her body. The cock being removed from her mouth acted like uncorking a wine bottle, as the Lunar Guard coughed up so much spunk while she was rotated upright. The pretend princess of the night cupped Sugar’s cum-stained chin in her hands. “Why not just accept this for the gift it is, as I did?” This finally garnered a response. Sugar summoned the last shred of defiance she could muster and spat a dollop of sperm-coated spit into the pretender princess’ face.

“I… w-will not yield… to the likes… of you…” Sugar growled, though her threat was undercut by her panting and coughing up more flem-like sperm. The imposter merely smiled, licking the spit off her cheek with an impossibly long tongue.

“Well then… it would seem some more punishment is required.”

Emerging from one of the fake Luna’s palms was another of those dark gemstones, while the other hand reached down and began fingering her wet cunt. Sugar’s confusion grew until it shifted to shocked understanding when from out of said pussy grew a thick, veiny horse cock, nearly double the size of the one Star Sabre possessed. Luna strolled back behind the imprisoned thestral before bringing her hand down in one almighty slap to the ass. The sting Sugar felt swiftly evolved into rippling ecstasy as she felt the familiar feeling of her backsides’ mass increasing. Sparing a glance down, the last Lunar Guard witnessed her flanks quickly balloon back out to the same size they were earlier in the day.

“Star Sabre, let us begin this traitors’ punishment.” With the order given, the male thestral copy buried his still stiff cock deep into Sugar’s folds. She resisted giving him the satisfaction of vocalising the pleasure bombarding her mind and body, but that will shattered when the false lunar princess entered her back door. Sugar squealed, both of her holes immediately tightening. This only slowed her rapists, unfortunately, and they soon found a pace that, little by little, chipped away at her resistance. The sensation of both holes being filled, of both phallic intruders rubbing against each other though the thin flesh separating her holes, it built an ever-expanding bubble of pleasure within her.

“Ungh! A-Hah! S-Stop! Stop it-TAH! I… I can-NNNGH! C-Can’t take it!” Sugar pleaded, her resilience finally breaking as these fiends wearing two faces she respected and idolised more than any other continued increasing their pace. Said pleas were answered with the fake Luna slapping her ass hard enough for it to ripple before tightly squeezing; the thick ass cheek pillowing in-between those thin fingers.

“There’s no need to resist.” Luna responded, panting as she and Star Sabre hammered away. “Cum. Cum for your princess! Dive headfirst into the hell of pleasure!”

With this, both imposters climaxed. A surge of foal batter raced up Sugar’s insides, flooding her womb and anus with enough semen to slightly bloat her belly. The trapped thestral couldn’t hold it in anymore, and came as well. Her holes clenched as she squirted femcum around Star Sabres’ dick, which only coaxed more semen out of the cocks inside her. As Sugar fell limp in post-orgasmic bliss, another chorus of lust echoed out as Spike finally nutted within the false Rarity. While she squealed as burst after burst of dragon semen was unable to flow back out due to his knotted cock, the draconic knight could only offer muffled grunts as the fake Twilight’s femcum flooded down his throat. His arms, which had been pressed against those thick lavender thighs in a vain attempt to push her off again, fell limp as his mind went blank from the orgasm he endured.

A short distance away, Flurry could only watch on whilst suffering her own molestation. She saw the fake thestral male and Twilight back away, while the Luna and Rarity copies started absorbing the dragon and thestral warriors. Reverting to their original mannequin forms, the only difference was two of them now appeared overly pregnant, with the unconscious heads of Spike and Sugar nestled between huge boobs. Growing their membrane wings once more, the pair took of and flew into the night sky, leaving the other two now featureless mannequins to approach the remaining three adventurers.

“No! Sugar! SPIK-AH!” Flurry’s cries were cut off when she felt the tell-tale sensation of a rigid cock penetrate her. Looking down, she saw the monster pretending to be Starlight holding her legs up with tentacle arms, her hips swinging in time with each thrust. This view was quickly obscured, however, when the fake Princess Cadance straddled the white alicorn’s midsection; her pink hands continuing the fondling and coaxing of milk from her breasts.

“No need to feel sorry for them, Flurry.” The royal imposter soothed, even as her hands became coated in liquid dairy goodness. “They’re going to be well taken care of, as are you. Now, let me feed you like I used to.”

Flurry watched as the pink breasts attached to this poser not only ballooned in size, but also started bearing beads of milk from the darkened nubs at their peak. She tried craning her head away from the encroaching canyon of cleavage, but another sharp thrust from Starlight gave the opening Cadance needed. The oversized nubs were pushed into Flurry’s open maw and immediately started spraying milk, even as the titflesh continued to grow and obscured the alicorn’s head from sight. Also obscured was Cadance’s hands shifting into glass cups that affixed themselves to Flurry’s nipples. Soon, the warrior princess wasn’t just being forced to take milk, but give it back as well.

Everything started closing in on Flurry as she was smothered and force fed. The elation of spending time with her real aunt Twilight, the ordeal of the Poison Joke, her private session with Zap, the battle with Alraune, and now the seeming loss of Spike and Sugar. It all combined in a maelstrom of emotions that fuelled Flurry, spurred her on. These monsters were wearing the skins of their loved ones, defiling them. They would pay for this. Feeding off this emotional energy even as she was feeding on breast milk, Flurry lit her horn and put all her focus into her spell.

In the blink of an eye, the fake Starlight and Cadance were atop nothing. The next instant saw Flurry reappear in a flash of golden light. Not wanting to waste this opportunity, Flurry cast the teleport spell again, this time saving Zap from her fake family members and bringing her special somepony to her side. The pegasus gives her a thankful nod as the pair stand up and draw their weapons. 

Flurry turned and was about to save Button Mash when she saw a teleport wouldn’t be necessary. The earth pony, nearly succumbing to the pleasure inflicted upon him, tried desperately to focus his thoughts on the real Sweetie Belle. Her pure image, as well as the sight of seeing her resting back in the Crystal Empire, and the guilt of having watched Flurry and Zap’s make out session earlier in the day, acted as gasoline to the flame of his resistance. Summoning what strength he had left, Button pushed the fake mother away before grabbing one of his swords and decapitating the monster riding his cock pretending to be his marefriend. Pulling himself out of the corpse and grabbing his other sword, he then moved over and joined Flurry and Zap taking battle stances.

The monsters, no longer in control but still outnumbering the ponies seven to three, all shifted back to their blank, mannequin forms. The dark gems Flurry noticed earlier pot marked their arms all the way down, as their limbs began changing into fleshy blades, clubs, and other weapons. As one, they charged and swarmed the trio, who roared their defiance and counter-charged. Zap shot forward, her short sword skewering the heart of one monster before she quickly followed up with a swing from the bat to leave a severe indent in the beasts’ skull. Flurry, finally free from the burden of oversized tits, swung her sword with deadly efficiency. The monster’s flesh sizzled and melted wherever the blade touched them; the Elements glowing in response to the dark gems. Button, still affected by his treatment and lacking the time to put his erect cock away, was unable to land a blow on the enemy with his twin swords. One of the monsters closer to him transformed its arm into a cylindrical barrel and aimed it at the stallion. Out from said barrel shot one of the dark gems, with Button’s gamer reflexes the only thing allowing him to either dodge or deflect these shots.

The fighting carried on, with the lovers facing another pair of pretenders. One lunged at Zap with a spear tipped with another dark gem, but she flipped over, spun a kick into the back of its head to knock it down, and followed up with a stab to the head again, ending it. Another came up from behind, but its limb was swatted away by the fliers’ bat and she landed a stiff kick to its midsection; sending the fiend tumbling back some twenty feet. Flurry charged at another but, like the one facing off with Button Mash, it shifted its arm and shot dark gems at her. Flurry blocked these with her buckler shield as she closed the distance and ran it through with her sword. The monsters’ mouthless scream morphed into a gargle as it melted around her pure, Element-bejewelled blade, nearly distracting Flurry from the threat of another monster sneaking up behind her. She ducked the swing of its gem-encrusted club arm and forced it to retreat with blasts of magic.

Button struggled to have the same measure of success, unfortunately. The monster would dart in for close attacks with an axe arm, which were easy enough to deflect or block, but then it would change tactics and try shooting gems from point blank range. Button managed to dodge them, but could never land the counterpunch with the beast always leaping out of reach. The fact hadn’t the chance to restore his decency only made matters more difficult, as his swinging schlong threw off his timing or focus. Just as Button prepared to block its next attack, it changed up the pattern and shot instead. The stallion was caught off-guard, and couldn’t block in time as the gem hit him straight in the crotch. The pain of the high-velocity impact stung enough to bring the brown earth pony low, but then he felt the return of pleasure flood his junk. Looking down, he witnessed his stallionhood and ballsack both throb and increase in size swiftly; easily bigger than they had been earlier in the day, and comparable to the scale Spike’s cock had grown to in this same battle. The guilty monster pinned him down again, once more taking the form of his cream-coated mother.

“You did the right thing getting rid of that young harlot, Button,” it spoke in her voice, infuriating Button more when he realised it was referring to Sweetie Belle. “Now I can love you like a real stallion!” Wasting no time, the fake Cream Heart lined up the warrior’s enlarged cock and sank down on it all in one swift motion. Button cried out, barely managing to avoid cumming. But any attempts to break free again were stymied, as his arms were held down by hers, while tentacles sprouted from her thighs to caress his now churning nuts, and even prod at his asshole.

“Cum for me, Button! Come on! Cum! Cum for MommyyYYYYYYYYY!”

With the stimulation from earlier, coupled with the exhaustion of the day and this new vigorous assault on his loins, Button couldn’t hold on any longer and came. The monsters’ cunt milked his prick as load after load filled her pussy. As his body went limp and his mind fell into post-coital blankness, the monster shifted back to its neutral form as it swallowed up his body and grew wings to take off.

“Hey! Stop!” Flurry cried out, breaking off from her fight to try save the stallion. She aimed as carefully as she could with her magic and launched a golden beam at the beast carrying him, but it bobbed out of the way at the last moment.

“Ah’ve got ‘em!” Zap yelled as she shot past the princess and quickly caught up with the airborne abductor. She raised her bat, ready to swing hard enough to knock the monsters’ lights out, but something glinted in her peripheral vision. Instincts forced her to roll out of the way and she saw the opponent she had left behind closing in on her, shooting more of those dark gems. The pegasus ducked and weaved through the air, dodging more of the dark projectiles until she was harried back to ground beside Flurry. As the last two monsters stood before them for another round, the pair of ponies saw the beast carrying Button Mash disappear out of sight.

With a wordless roar that surprised even Zap, Flurry shot forward with murderous intent. The monster blocked her slash with a blade arm, even though its skin bubbled near the blade as the force of her attack forced it to skid back through the dirt. It forced Flurry off but she teleported behind it, the tip of her sword piercing through its torso as it wailed a warbling death cry. Zap, taking advantage of the other monsters’ shock, overcame her own to zip forward, force the fiend down by smashing its knees with her bat and finishing with a stab to the back of the head. 

Standing back up, what Zap saw pounded at her heart. Flurry stood with her back to the pegasus, shoulders shaking and wings sagging as she stared off in the direction of Canterlot; no doubt where Spike, Button and Sugar were taken. Letting her sword fall from her grasp, the princess fell to her knees and pounded the earth with a wordless cry of sorrow and enough force to make Zap stumble slightly.

“Hey, Flurry?” She asked timidly, knowing the alicorn could be fragile in moments like this. “Listen, Ah know-” A loud horn blaring from above cut the pegasus off. Spinning around, Zap cursed the empress for what she saw. Descending from the clouds were a horde of flying monsters and corrupted pegasi, a majority of the latter wearing black and green jumpsuits that were similar to the blue and gold one Zap was wearing.

Darn it! She internally swore as one pegasus stallion dove towards her at break-neck speeds. They musta heard our fight. She readied her weapons for yet another fight, regardless of how badly her body ached.

She needed have worried, as a beam of magic reduced the pegasus, and a majority of the airborne horde, to ashes. Zap had to duck as the attack made her jump, but confusion raised red flags in her mind when she saw it was an orange beam of magic. Looking behind her, her confusion grew, alongside her fear.

“…Flurry?”

Flurry didn’t answer, save for haggard panting that almost sounded like growls. Her stance was crouched, wings flared and ears folded back; signs of utmost aggression. The sword still lay where she dropped it, her hands swiftly switching between being curved rigidly like claws and clenched tightly into fists. Magic swirled as both static bolts around her body and an ominous glow about her horn. But this wasn’t the golden aura of Flurry Zap had become so accustomed to. This aura was orange, shifting closer to red even as she looked on.

“…No more…” The alicorn growled, taking a staggered step forward before looking up at the remnants of the aerial monsters. The sight sent ice down Zap’s spine, for Flurry’s normally sky-blue eyes had turned blood red. “No… MOOOOOOOOOORRRRRRRRREEE!”

With a flap of her large wings, Flurry shot off the ground at blistering speed. The force released a gust of wind powerful enough to knock Zap off her feet. An explosion from above rocked the pegasus’ ears and, looking up, filled her heart with dread. Flurry was laying waste to the unfortunate monsters in her path. Red lances of magic cut through the beasts like a knife through butter, and her roars of rage echoed over the land as she followed fleeing foes back up into the clouds.

“Flurry! Wait!” Zap called out, though she may as well have been yelled at thin air. Thinking quickly, and trying to fight off the tears at what Flurry was doing, what she was becoming, the flier scooped up the discarded sword and raced into the sky after her special somepony. As she soared back over the pink canopy, she saw many of the monsters weren’t even bothering to stop her. Many were either fleeing into open skies, down to the ground below, or back towards Cloudsdale, the latter remaining within the alicorn’s path. Flurry was gaining distance despite Zap’s best efforts, blasting swathes of the monstrous defenders aside before plunging into the domed cloud town. With little choice, the rainbow-maned mare followed suit.

Within the enclosed town is chaos, with multiple monsters laying dead and ponies panicking. Zap couldn’t focus on them right now, or anything else. Her sole focus was catching up with Flurry. She poured every ounce of strength into her wings, urging herself to fly faster. Increasing in size before her was a massive cloud colosseum; the monsters chased back there making a final defensive stand. It mattered little, for Flurry blew them apart with her magic and crashed through the walls. Zap wasted no time and shot right through the hole the other pony had made. 

Flying so fast, she nearly flew into Flurry, and weaved around her to end up hovering in the middle of the colosseum. The area was lit by great torches ringing the top of the structure, as well as smaller ones on pillars around the inner ring. Below her was nothing but the pink cloud canopy, meaning there was a massive drop to the ground below awaiting anypony unfortunate. The seats in the stands were empty, though this soon changed as more black-and-green clad pegasi bearing weapons emerged like angry bees.

“What the Tartarus’ is going on out here?!” An angry shout echoed throughout the arena. A familiar voice. Following the gaze of most in attendance, Zap looked to the largest open box high up in the stands.

“Oh no…” She muttered, knowing this wouldn’t end well.

There, standing naked save a familiar set of goggles dangling around her neck, was Spectrum Blast. Unlike the last time she saw her pegasus mother nearly a dozen days ago, this time there was ample light for the orange flier to take in all the details. She stood nearly seven feet tall, with roc-like talons for feet and large black-tipped wings for arms. Her normal wings were still present, matching her arms, while she also bore defined abs and D-cup breasts sporting her steely-blue coat. The last two were mostly obscured, though, by her enormous cock. It looked smaller the last time they crossed paths, as this time her mare-wrecker was easily wider than the thickest of thighs. Her balls were comparable to soccer balls in size, while a glowing pink emblem shone above her rainbow lightning bolt cutie mark.

“Mom…” Zap muttered, taking in the sight of the pony before her. While Applejack’s corrupted alter ego hadn’t bothered her, that was because Zap and her siblings had grown up with that. They were used to it. This… This form for her other parent felt wrong, now knowing this wasn’t her original form.

“…Zap?” Spectrum responded in a surprised tone, brushing her dirty rainbow mane out of the way as two pairs of maroon eyes locked onto each other.

“Ma’am!” Shouted one of the pegasi; a light teal mare with golden mane and tail, pointing her blade down at the pair of ponies. “These two were discovered below the city, and the dark one’s been tearing us apart.”

“Well duh.” Spectrum replied disrespectfully. “She’s an alicorn. I’m the only pony in this town that has a chance of beating her.”

“…Dark one…?” Zap asked herself quietly, before turning around and gasping at the sight.

Flurry truly looked monstrous now. Her once white coat had turned a steely shade of grey, while her mane billowed around her on unseen winds. Worse, her magic was no longer glowing red, but an unsettling black. But the part that scared Zap the most was her eyes. They glowed a vibrant light green, with purplish whisps of mystical energy flowing from them like magical tears evaporating. Slowly, panting like the monsters they had been facing up until now, Flurry looked up at Spectrum Blast. Though she would be the first to admit she wasn’t the smartest pony in the shed, even she saw this and instantly put two and two together.

“Flurry, NO!”

Her plea came too late. Flurry unleashed a powerful blast of dark magic from her horn, slamming Spectrum through the back wall of her private box and outside the colosseum. An ominous rumbling emerged from the alicorn’s throat before turning into malicious laughter, as she shot through the hole after the corrupted pegasus. Zap, not caring for the concerns of the soldiers around her, shot through the hole after Flurry.

“Flurry, stop! Please, stop this!”

Flurry did no such thing. In the skies of Cloudsdale, with everyone stopping to watch the duel, she seemingly toyed with the dark pegasus. Spectrum raced around, dodging magical blasts and closing in to tear the alicorn apart with her talons. But the princess wasn’t there, teleporting behind her and sending her careening into a cloud house below with one blow from a magical hammer construct. Spectrum picks herself up and just rolls to the side, avoiding Flurry bringing said construct down with enough force to obliterate the house. She tried taking flight again, but a black aura tugged on her tail and flung her into another house with a thunderous crash.

“Ahahaha! How does it feel?!” Flurry roared; her voice slightly distorted by her power as she soared towards the weakened governess. “How does it feel to be the weak one for once?! To be broken like a basic bitch?! To lose everything that made you strong?! Huh? Answer me!”

Flurry clenched her fist and created another construct mirroring it to a far larger scale. Spectrum saw this and just rolled out of the way of the impact, crouching on her avian feet, and launching at the alicorn. Using magic given thanks to her corruption, the pegasus’ black fore feathers hardened to steel as she swung her wing like a serrated saw. Flurry stopped the attack by engulfing Spectrum’s whole body in that black aura, before spinning her around and slamming her into the floor before following up with a magic-strengthened punch to the gut. Spectrum coughed up blood, but wasn’t allowed to rest as Flurry gripped her skull. Creating a solid magical surface beneath the pegasus, the darkened alicorn then slammed her foes’ head into it, and again, and again. 

Each hit echoed throughout not just the ruins of the cloud house they were in, but also the city. Such echoes were a hammer blow to Zap’s heart as she flew towards the duelling pair. She had to stop and gasp as Spectrum rocketed out one of the walls and crashing into another against her will, a dark shadow instantly following her through the hole. Zap chased after, pushing her already exhausted body past its limits to try and stop this. The sight she saw upon landing stole her breath yet again. Spectrum was on the floor, a dark magical hand gripping her throat holding her down. Standing above her was Flurry in all her dark majesty, one hand extended to maintain the magic throttling the pegasus, while the other reached up and summoned more magic into the form of oversized claws.

“Now you’ll know how it feel to lose.” Flurry said with a grim finality. With murderous intent, she pulled back and thrust her magically-clawed hand at Spectrum’s skull.

“STOP!”

Flurry finally complied, her claws millimetres from Zaps’ face. The orange pegasus had risked everything to now stand with arms and wings outstretched between her mother and the mare she loved. Her heart beat like the thunderous sound of a stampede. Her eyes were full of tears her Apple mother would never have shed openly. Her heart was breaking at the sight before her. But if there was anypony in Equestria that could stop Flurry in this state, Zap figured it was her. She just had to prove it right now.

“Please…” She begged, her voice already threatening to turn every word into a sob. “Stop, Flurry. Please… Just stop.”

“Zap…” Flurry growled in response, her claw hand wavering as it remained in place before the fliers’ snout. “Move.”

“Ah can’t do that, Flurry.”

“She… She needs to pay.” The dark pony seemed to struggle to get her words out, almost as if she was feeling as torn up inside as Zap was. “The enemy needs to pay! They need to know this pain! This hurt! They need to know how it feels to lose someone!” She pulled the claw away, dismissing it as she roared the last sentence right in the other pony’s face. Though Zap winced from the volume, ducking her ears at the sound, she stood her ground and stared back at the alicorn with tear-filled eyes.

“If you do this, th’ only pony you’ll be hurtin’ is me.” Though sorrow tainted her tone, Zap remained resolute. This seemed to finally create a chink in Flurry’s rage, and she pushed this as carefully as she dared, taking a step towards the enraged mare. Flurry mirrored her movements by stepping back, but Zap wouldn’t relent. “If you do this, not only will Ah lose mah mom… but…” She sniffled, rubbing her eyes and nose before fixing those maroon eyes back on Flurry. “But you won’t be the mare Ah love anymore.” The blow those words had was visible, almost as if Flurry had been struck physically. She fell to her knees, wide eyed, as the darkness seemed to start fading away; her coat faded back to white, the glow of her eyes disappeared, and her angry stance melted into one of exhaustion. Looking back up, seeing those eyes flickering between red and blue, Zap dealt the final blow.

“Flurry… Ah love you. Please… Please come back t’ me.”

With those words, the last of Flurry Hearts’ rage melted away. Her eyes finally faded back to their natural blue. But in those eyes, Zap saw a devastated mare. Flurry looked at the torn look on the face of her special somepony. She looked past her to see the injured form of one of her parents behind her, and the destroyed house they were in. Finally, she looked down at her own hands, seeing said mothers’ blood staining them. Her breathing grew heavy again, but this time from panic and guilt. Looking back up, she saw Zap knew it too.

“Z-Zap… I…” Flurry tried to stand up, to reach for Zap, but her knee wobbled and gave way. Zap was down with her in seconds, holding her tightly with both arms and wings; one hand gently pressed against the back of the alicorn’s lavender and blue locks.

“It’s okay, Flurry,” she soothed, rubbing the distraught pony’s back beneath her shirt. “It’ll be okay.”

“B-But I…” Flurry blubbered, barely keeping the dam walls intact as her arms and wings twitched like she wasn’t sure what to do with them. “But I fell. I-I promised myself I wouldn’t break with you by my side and yet… and yet…” Her throat choked up, tears welling up in her eyes. But Zap pulled back, holding her shoulders looking her in the eye with her own tearful gaze.

“An’ remember what Ah promised? Ah said Ah’ll always be by your side, an’ Ah meant it. An’ if ya ever fall again, Ah’ll be there t’ pick ya back up… Ah know you’d do the same fer me.” The dams walls finally burst, as Flurry began to openly weep. She fell forward and clung to Zap, sobbing heavily into her shoulder. Zap, tears rolling down her cheeks as well, returned the embrace and stroked Flurry’s mane, letting her vent all her emotions.

“All of you… Stop right there.”

A haggard voice called out behind them, making both mares jump. Looking up, Zap saw Spectrum Blast had forced herself to stand, looking past the emotional pair of ponies. Following her gaze, her daughter only now noticed the remnants of Cloudsdale’s defenders had encircled the ruins cloud house, their eyes firmly set upon the ones responsible for such devastation.

“But Ma’am,” the arrogant mare from the colosseum protested, again pointing at the embraced mares. “We can’t let them get away with this.”

“Lightning Dust, you and everyone else will stay put, and that’s an order!” Spectrum bellowed, though she needed to catch her breath afterwards; a clear sign she’d taken a hammering in her battle with Flurry. “I’m smart enough to know when to pick my fights… and this isn’t a fight we’d win. Besides…” She paused, locking eyes with Zap. “…I won’t fight my daughter. Not when she just saved my life. So Zap… what do you want?” Zap slowly stood to face her mother, yet made sure to keep a hand holding holding one of Flurrys.’

“Ah want a meetin’ wit cha. Jus’ th’ three o’ us.” The orange mare tilted her head, making it clear Flurry’s participation was non-negotiable.

“That’s a fat load of shit, and you know it Ma’am.” The mare, Lightning Dust, protested obnoxiously. “If you won’t bring your kid in line, I’m more than willing to-” Zap was ready to turn and threaten the uppity pegasus with Flurry’s sword, but she was beaten to the punch. Despite her wounds, Spectrum Blast shot past her child and pinned her subordinate to the fluffy ground with a claw. Her expression was as dark and steely as her coat colour, and the head of her shaft dangled ominously over the pegasus’ head.

“Lightning Dust, if you or anyone else disobeys me and lays one hand upon these two, you’ll end up as my dick’s next meal. Understood!?” She shot a glare not just at the pegasus underfoot, but the monsters surrounding the scene. Each one of them wilted under her gaze, and when that glare was redirected back to Lightning Dust, she too relented. Satisfied, the harpy mare stepped off and staggered for a second before catching herself.

“Look. It’s late, I’m hurt, and we’re all tired as fuck. Sooooo… this is what’s happening.” She then turned back to Zap and Flurry, the pair still holding hands as the tear-stricken princess now stood beside her marefriend. “You two will get your private meeting. First thing in the morning. You’ll be put under house arrest in one of the colosseum’s guest rooms. Stay in that room and you’ll be safe, but…” the corrupted governess’ look turned deadly as she continued. “Set one foot outside that room, and my soldiers get to play with the princess, while I give you,” she pointed a wing at Zap, “a proper parental talking to. Understand?” The pair of ponies, too physically and emotionally exhausted to speak, simply nodded in acceptance of the terms.

“Vapor Trail!” Spectrum bellowed, wincing a little after doing so. Within a minute, a pegasus mare fluttered down to the dark harpy’s side. She looked sane and uncorrupted; fit physique, lime-white coat with wavy lime green and yellow mane. She wore an outfit like what Rarity had initially dressed Zap in back in Manehatten; a flight suit that only covered the arms, legs, and shoulders. This suit, however, was in the black and green of Spectrum’s pony forces, and had a metal collar clasped around her neck.

“Y-Yes Ma’am?” She asked nervously before Spectrum pointed a wing at Zap and Flurry.

“These two will be staying with us as guests for the night. Show them to their room.”

“Yes Ma’am.” Vapor answered with a deep bow before timidly walking over to the pair. “Um, if you’ll follow me, please?”

Flurry and Zap exchanged a look before nodded and following her hand in hand. The monsters and pegasi, especially Lightning Dust, glared at them with varying degrees of resentment and suspicion as they passed. Looking back, Zap saw Spectrum watching them fly towards the colosseum before turning back to bellow orders at her soldiers. A squeezing of her hand brought the orange mares’ gaze back to Flurry, who merely leaned her in towards her. Zap sighed tiredly and reciprocated. Though deep in enemy territory, she trusted her mother wouldn’t break her word. Right now, though, she and Flurry needed sleep. Badly.

It had been a very long day.
> Chapter 25: The Race (Part 1)
> --------------------------------------------------------------------------

“Here you are-eep!”

Vapor Trail squeaked, opening the door to Flurry and Zap’s room in the colosseum before rapidly shutting it again. The tired adventurers looked at the slave pegasus with puzzled but weary expressions, Flurry’s arm slung over Zap’s shoulder as they looked at the now blushing face of the light-coated former Wonderbolt.

“Sorry, just… give me a minute.” With that, Vapor slid inside the room before closing the door again. Awkwardly waiting in the hallway, Zap checked their surroundings; not wanting to be caught by surprise in case somepony thought of disobeying her mother’s orders. Thankfully, they were alone. This allowed Zap a moment to check on Flurry. The princess was clearly spent, in more ways than one. Given the past few days, she desperately needed a rest. These thoughts were derailed when the door opened again and Vapor emerged, dropping a large pile of sex toys and other lewd objects on the ground beside the door.

“Sorry,” she apologised again, bowing her head as she opened the door wide. “I just figured sex was the last thing on your minds right now. Unless… it was?”

“Nah, it ain’t.” Zap responded with a small smile. “Thanks fer doin’ that, though.” 

Together, the young lovers walked into the room. Like the colosseum, it was constructed out of the pink clouds that enclosed Cloudsdale and blanketed Equestria’s skies. There was a walk-in bathroom area with tiles and a large bathtub and shower but, apart from a small table, some comfortable looking chairs and a queen-sized bed, there wasn’t much else in the room. The only other thing the Apple mare noticed was the large framed picture of Spectrum Blast, as if posing for adoring fans. Rather than inspiring awe and adoration, it was embarrassing for Zap to see the shameless self-promotion on display from her parent.

“W-Well, I’ll let you rest.” Vapor spoke up again, giving another bow. “I’ll come by tomorrow morning to lead you to your meeting with Mistress Blast. Good night.”

“W-Wait.” The pegasus slave stopped and turned as she and Zap looked down to Flurry, an arm weakly raised to gain Vapor’s attention. “If… C-Can I ask you something?” Vapor, as unsure about this as Zap was, timidly nodded. “Well… You’ve managed to stay sane this whole time, right?” Again, another nod answered her question. “How? How’ve you stayed strong for so long?” Immediately, Zap understood where Flurry was coming from with this line of questioning. But she remained silent as she too was now curious for the answer as well.

“W-Well…” Vapor began, pushing though the surprise of the request and the painful memories it dredged up. “I think of a… an… old friend of mine.” Her expression grew hurt for a moment, but with the patient eyes of the pair of ponies waiting for her, she continued. “B-Before… all this, we signed up and joined the Wonderbolts together. In fact, it was Governess that taught us before we became fully fledged members of the team. And after… everything… I, I just keep thinking ‘what would he do? What would he want for me?’ I just… If I lose it, then his memory dies with my sanity, and I can’t…” At this, Vapor choked up, tears threatening to overwhelm her, but surprise washed over the flier was Flurry broke away from Zap and thumbed the tears away. More shocking was the alicorn then giving the flier a hug.

“Thank you, for telling me that.” Flurry’s tone was fragile, the sadness within easy to pick up, but she managed to hold on and flash a small smile to the pegasus. 

Vapor, shocked, nodded dumbly with reddening cheeks before turning and leaving the room. Taking a deep breath, she turned to walk down the hall, only to freeze at the sight of Lightning Dust leaning against the pink cloud wall of the room. The Washout leader met her gaze for a brief instant, and the message in those cold, amber eyes was clear; buzz off. Not needing another sign, Vapor did just that, and flew down the hall and out of sight. Lightning huffed, pulling herself off the wall and walking back towards her own quarters. She huffed angrily as she walked, annoyed at Spectrum Blasts’ edict barring her retribution on the alicorn.

Oh, Just you wait, Princess. She thought cruelly, her scowl morphing into a smirk. You are SO fucked.





As Flurry opened her eyes, something felt wrong.
 
Her fatigue soon morphed into fearful adrenaline as she pushed her weary form to a sitting position. She sat on a king-sized bed resting on the back of a cart. Their surroundings weren’t the pink cloud-enclosed city of Cloudsdale, but rather open green fields. Looking out, she saw Canterlot far off in the distance. Specifically, to her south. Despite the groggy nature of her mind disappearing rapidly, the alicorn couldn’t place why this was cause for the uneasy feeling growing in her chest.
 
“Welcome home, Princess.”

The familiar voice sent a shiver down her spine, and Flurry slowly turned around. Her eyes widened like saucers as flames reflected in them.
 
The Crystal Empire was ablaze.
 
Despite being a few kilometres from the city gates, the princess could still hear the screams and cries for help as smoke rose to join the pink canopy of clouds above; smothering any presence of the nation’s well-known auroras. Looking back down to the ground, Flurry saw sitting at the helm of her cart was none other than Lamaria; the former governess of Ponyville, and the snake-pony Starlight and Bonbon rescued her from. It felt like a lifetime ago, yet here she was; smiling a fang-filled grin at her. 
 
Behind her, the beginnings of a scream were building as she saw who was pulling the cart. On all fours, like mindless beasts, were Button Mash and Sugar Silhouette. The pair made only soft moans as the earth pony stallion had an onahole draped around his cock, while Sugar wiggled her rump as the alicorn caught a glimpse of the jewel-encrusted plug in her anus, or the whirring dildo in her cunt.
 
“Let them GO!” Flurry yelled as she leapt forward; aiming to do what she couldn’t at Ponyville and end Lamaria herself. But, in an instant, her world shifted. She fell to the ground and, upon pushing herself back up, found herself on one of the Crystal Empire’s main promenades. She could feel the heat from the flames, as her ears flattened as they were bombarded with the shrill sounds of mares screaming. The princess pulled herself to her feet, her blue eyes widening at the sight of crystal ponies, the citizens under her protection, were slain and rutted with reckless abandon.
 
“Stop it… Please, stop it.” Flurry begged. Despite looking down and seeing her near-uncorrupted form, the alicorn felt so powerless to stop this catastrophe. Her vision turned and she saw her old hangout; the Rock Candy Bar. The eatery’s roof had collapsed in on itself as fire roared through the broken windows, but it was what happened in-front of the ruins that truly scared the princess.
 
A minotaur-like monster holding up Pumpkin Cake as he raped her, while her brother Pound lay unmoving in a growing crimson puddle at the beast’s feet.
 
“…No…” Flurry whimpered, her head shaking in disbelief. “NO!” 
 
She rushed forward as fast as her legs and wings could carry her, yet the apparently short distance between her and the twins seemed to stretch on and on. Flurry’s heart pulsed in pain at the sight of Pumpkin’s teary, defeated expression. The unicorn reached out her hand towards her royal friend, even while blood trickled from her deflowered honeypot as she was bounced on the bull man’s thick cock. Flurry stretched out her hand, but her momentum ebbed away before she suddenly fell through the street.
 
“PUMPKIN!” Flurry’s scream echoed into the abyss as she fell, before once again landing with a hard thud. The alicorn shook off the impact, pushing herself onto her hands and knees to see what fresh hell awaited her in this new locale. 
 
She found herself in the throne room. Her throne room. Lining the path to her throne were the four Element Bearers she and her companions had freed so far, though their freedom now seemed a temporary one. All four were suspended off the ground by a fleshy pinkish substance with their legs, or tail in Twilight Sparkle’s case, pushed up to their shoulders as cock-tipped tentacles hammered their pussies. Before the throne, her aunts Trixie and Starlight were also being raped. Trixie’s eyes rolled up and tongue hanging out in lust as her pregnant pussy was pounded, while Starlight’s breasts were in a constant cycle of being milked and having the vaginas below her nipples pumped full of seed.
 
A peal of malicious giggling sounded from the throne itself, and there sat a shadow. It took the rough shape of a mare, yet it appeared like a living cloud of darkened mists. The only detail Flurry could make out were her glowing red eyes. Eyes that looked upon the Crystal Princess with contemptuous glee.
 
“S-Stop this.” Flurry begged as she rose to her feet. “Please, stop this!”

“Stop this?” The entity asked with a cocked head before letting out a loud laugh. Flurry’s ears flattened at the sound as it reverberated throughout the chamber. “No, I don’t think I will. This is too much fun.

“Besides,” the shadow pony now stood, the wisps surrounding it beginning to whip like a gale of darkness, “You’re not strong enough to stop me. Physically or emotionally.” That last quip made Flurry step back, as if it was a physical blow. The shadow pony took another step forward, a gleaming set of sharpened fangs emerging below those now hungry eyes.

“So, how about you do the right thing by your subjects, and show them how to behave like a true slut!” The mare then exploded in a wave of darkness that rapidly swallowed everything in the chamber, including Flurry and her echoing scream of terror.





“NO!” Flurry screamed, bolting up to a sitting position as her breathing attempted to math her pulse in its rapid pace. Her eyes and ears scanned the darkened room, thinking the shadow pony sought to torment her further. But no attack came, and her eyes soon acclimatised to the darkness to reveal she was still in the guest bedroom in Cloudsdale. No monsters or servants of corruption waited to pounce, and a quick glance down revealed the alicorn’s body hadn’t changed. A sigh escaped her. Given how such nightmares had periodically tormented her growing up, the princess figured she’d be used to them by now. But this one stung not just because of the horrifying imagery, but it helped hammer home her recent losses and consistent corruptions.

“F-Flurry?” A groggy voice asked, making her jump slightly. Flurry looked down to see Zap waking up in the bed beside her. The flier propped herself up on an elbow, her alicorn colleague seeing the pegasus’ expression grow concerned at her own state. “You okay? What happen’d?”

“…It’s… It’s nothing.” Flurry puffed, her breathing beginning to fall in line. “Just… just a bad dream.”

“A dream?” Zap cocked her head in confusion. “But, but Ah thought we restored Rarity. Shouldn’t that ‘ave stopped th’ nightmares?”

The alicorn shook her head. “No, not the corrupting kind. More just the standard, scary type.” The chromatically-maned mare merely looked on, encouraging Flurry to elaborate. “I just… It reminded me a lot of the nightmares I had before I came down here. I saw…” She gulped trying to summon strength to push through. A strength that emerged as Zap now sat up took the princess’ hand in her own.

“I saw the Crystal Empire… It… It was in flames, Zap. Ponies were either dead or being… And… I-It helped re-enforce how weak a-and helpless I am, and-”

“Hey! None o’ that now, ya hear?” Zap stated, stopping the tearful princess from spiralling any further.

“B-But I-”

“But Nuthin!’” The pegasus took Flurry’s face in her hands, forcing her noble, special somepony to look her in the eye. “You’re exactly what Ah said ya were back n’ Manehatten; the strongest, bravest mare Ah’ve ever known. And Ah’ll always be here for ya if’n ya need somepony t’ pull ya back up.” 

…How? The question ran through the alicorn’s mind as she simply sat there, staring at the Apple in silent awe. How can she trust me this much? Believe in me this strongly? The growing feeling in her chest answered that. Because she saw Flurry the same way Flurry saw her. Because Zap loved her. Too tired to summon the strength to control her emotions, Flurry’s dam walls burst and she flung her arms around the pegasus. She wept without reservation into that orange shoulder, feeling the other mare embrace her back with both arms and wings, and guide her back down to the bed.

“I… I-I’m sorry.” The princess stammered, her body shaking with each sob.

“Sugarcube, ya really need to quit apologisin.’” Zap responded softly as she rubbed circles into Flurry’s back between her large wings. “Yer stronger than ya think. Anypony else’d ‘ave broken or given up ages ago.” She released the hug to hold her royal lover’s cheeks and look her in the eye. “Even if you don’t think yer worth anythin’, Ah do. Ah love you, Flurry Heart. So stop yer worryin’, cause that ain’t changing anytime soon.”

Seeing no lie in the Apple’s reiteration, a small measure of relief finally started filtering through Flurry’s body. She pushed forward and rewarded the Apple a tender kiss. Zap returned the favour and two sat there exchanging their emotions via their lips for a time. All too soon for Flurry’s tastes, the kiss came to an end, and the pair rested their foreheads together. She wanted to push further, to show more of her affection and appreciation for everything Zap had and continued to do for her. Yet she held back. Not because she feared corruption or because they were within enemy territory. No, Flurry resisted because she knew how this looked. A desperate, saddened mare made for an easy target for exploitation. She knew Zap would never abuse her trust that way, so she would likely gently refuse such a request.

So instead, Flurry allowed Zap to guide her back down to bed, the pony pair interlocking their fingers and resting within each other’s embrace. Despite where they found themselves and everything that had happened to her within the last forty-eight hours, Flurry finally felt a measure of calm return to her as sleep claimed her once again.





A rush of wind and a disappearance of warmth helped usher Flurry Heart from her slumber. She rose groggily, wiping the sleep from her eyes as they adjusted to the waking world. The first thing she took notice of in the dim light was the one thing that was missing. Zap. Waking up a little faster, Flurry looked around the room until a distressing splashing sound erupted from the ensuite bathroom.

“Zap?” Flurry asked as she rose from the bed, concern tinging her voice. The princess would get her answer and brought a hand to her mouth in shock as she witnessed the orange pegasus hunched over the toilet; her mane a mess as she groaned before retching another torrent of sickness into the porcelain throne. 

The alicorn reacted instantly; kneeling beside her and gently rubbing circles across her back, while her golden magic kept her lover’s prismatic hair out of the way. Once Zap was certain nothing more would force its way back up, she pulled away from the toilet and sat down groggily. Despite Flurry knowing otherwise, the flier’s face looked as if she hadn’t gotten a wink of sleep the previous night. There were still flecks of vomit smattered around her muzzle, but Flurry magically lifted them from her marefriend’s face to join the rest of it in the toilet.

“A-Ah’m sorry, sugarcube.” Zap stammered weakly. “Ah dunno what happen’d. Second Ah woke up, it felt like… like… uh, Flurry?” The alicorn, previously listening with empathy filling her blue eyes, now had those beautiful orbs pointing lower on the pegasus’ body. Slowly, Zap followed her gaze, praying doing so wouldn’t trigger another torrent of sickness. At first glance, nothing looked out of place. Just her body still clothed in the Wonderbolts uniform Rarity had modified for her. It wasn’t until Flurry tentatively placed a hand on her stomach and slowly dragged it across her that Zap noticed it.

There, just above her waist, was a noticeable bump.

Once she realised it, everything outside the ensuite faded away for Zap; her vision zeroing in it. She brought her own hand over it, Flurry retracting hers to do so. Slowly she brushed her digits over the slight bump, as her senses around it heightened. She could now feel the small weight within it. Feel a warmth within that wasn’t there yesterday. As her maroon eyes met Flurry’s blue ones, the wideness of both told of their shared, shocked realisation. Zap felt her breath growing short. With her trademark speed, she was back to hunching over the toilet bowl as another bout of bile forced itself out of her. Flurry once again ensured her multi-coloured mane wouldn’t get in the way, but once she pulled back again, the uncertainty remained.

“…Zap?” Flurry asked slowly, only imagining what her love was feeling. “Are you okay?”

“…Ah…” Zap stammered, looking back down at her stomach. The pegasus swore the bump was minutely growing before her eyes, though there was the possibility her stress was making her hallucinate. “Ah don’t… How? A-Ah’ve been careful. Ah mean, the only one who’s creampied me recently is…” Again, those maroon eyes went wide, as Zap slowly looked up at her lover; the realisation hitting her like a blow from a dragon. “…You…”

“M-Me?” Flurry stuttered. “B-But I couldn’t have. I don’t have…” She stopped, as her memories informed her otherwise. Of the last time the two of them were left alone. “…The ruins? But… But that’s impossible! That was yesterday!”

“But didn’t your aunt say somethin’ ‘bout the clouds speeding things like this up?” Those memories also resurfaced upon Zap’s prompt. That night by Rambling Rock Ridge, where Twilight explained the powers of the pink canopy before fixing her nieces’ body. It was true, though Flurry never thought the pregnancies suffered would proceed this swiftly. As the fact that the life beginning to grow with Zap was fathered by her, Flurry sat back in stunned silence.

“…Oh sweet Celestia,” She finally muttered, bringing a hand to her head in concerned thought. “Applejack’s gonna kill me.”

“You?” Zap responded, as worried as her noble marefriend. “What’cha think she’s gonna do t’ me?” Before Flurry could answer that, a swirl and pop of air and a flash stole their attention. On the bed landed a woven basket covered in a pink blanket, with a matching bow tied around the handle. Confusion replaced the worry each pony felt as Flurry slowly got up and moved closer to inspect. Any doubts about whether this delivery was malicious, however, was quelled when she saw the emblem of the Crystal Empire emblazoned on the basket’s side.

“Home…” Flurry whispered to herself before turning back to Zap, the alicorn’s mood beginning to lift. “It’s from home.” The orange flier gave a weak smile as Flurry pulled the pink blanket covering the basket. Inside were multiple rolled-up scrolls, as well as wrapped up boxes looking like out-of-season Hearth’s Warming Eve presents. As her ears swivelled to hear what was likely her lover approaching, Flurry opened the scroll on top of the rest and began reading.



 
Hiya Flurry!
 
Figured you and Zap could use a boost, so the Cake twins and I whipped up a little care package for you two. There’re cupcakes, messages from your family and friends, and medicine for Zap’s morning sickness. Way to go, by the way Princess. =) Don’t think twice about asking me for help with the babies when they arrive.
 
Lastly there’s two special Pinkie gems in the bag. They’re worth like three normal ones, so be super careful with them. They’re the only ones you’ll get. It took me a while digging around to find those crystals.
 
Anyway, better let you two get to it. Ponies have been waiting long enough for this story to get back on track. Keep thinking of each other and you’ll be fine.
 
Pinkie Pie.
 
P.S: Flurry, what happened to Spike and the others ISN’T your fault. Never forget that! And you are FAR from weak, so stop that quitter nonsense talk. You are strong. You matter, and you can do this!



Flurry came out of reading the party pony’s message with Zap reading it over her shoulder. At the mention of Spike, the princess felt the weight of guilt begin to climb onto her once again, but a hand on her shoulder put paid to that. Though not looking so good, Zap’s reassuring gaze maintained a stabilising effect on Flurry. Her alabaster hand came to grip the orange one on her shoulder and she flashed a smile back at the sick pegasus.

“How about we rest a little bit longer?” Flurry suggested, smiling softly as she and Zap sat down upon the bed. “Bet you’d rather face your mom at full strength, huh?” Not trusting herself to speak, lest it result in more sickness being spewed forth, Zap merely nodded and the pair dug into the care package. The flier gave a weary once-over of the medicine before filling the liquid into the clear cup that covered the lid and drank it down. Her head instantly felt better as the cool liquid slid down her throat.

“Whoa, that’s really good.” Zap remarked, looking at the bottle in amazement. For a moment, she looked down thinking her baby bump would disappear as well. But a reformation gem this was not. The clear sign of motherhood remained. While the slimmest chance this was still a dream was finally blown away within the pegasus mother-to-be, in its place was a measure of guilt and shame. Not at the actions that created this new life. That she would never regret. But it was the desire to be rid of it that struck Zap internally. Her thoughts drifted to Cortland. How, despite being the only non-pony sibling, he was still accepted and loved by everyone in the family. How could she face him again if she so hypocritically wished to erase this new life within her?

“Zap?” Flurry’s voice brought the Apple out of her spiralling reverie, and she saw the alicorn holding a scroll out to her. “It’s got your mom’s cutie mark, so I’m assuming it’s for you?” Shaking away any insecurities or negative thoughts, Zap took the parchment and opened it up, immediately recognising her mother’s admittedly scratchy handwriting.



  
Dear Zap.
 
Hopin’ wit’ all mah might this finds ya safe n’ sound, Sugarcube. You’ll be happy t’ know we made it t’ the Crystal Empire. All o’ us, an’ we’re all lendin’ a hand as best we can. Yer brothers’ have been helpin’ with the soldiers. Teachin’ ‘em how other monsters fight, aidin’ in patrols, that sorta thing. Ambrosia’s gotten along real well with ya Aunt Applebloom. You n’ her’d be two peas in a pod, with how y’all act. As fer me, Ah’m helpin’ makin’ extra food stocks, includin’ helpin’ Pinkie with this here care package.
 
We ran into her on the way outta Appleloosa; her an’ all the ponies y’all saved from her farm. Ah’ll admit Ah was scared for ya when Ah heard y’all were headin’ t’ Manehatten, but from what Twilight told me, y’all pulled through jus’ fine. Ah’m still scared for ya, ya know. I know you can protect yerself, but Ah’d be a horrible parent if Ah wasn’t afraid for mah baby girls’ safety. As long as ya stick with Princess Flurry Heart, then Ah know you’ll be fine.
 
Speakin’ o’ which, from what Twi’ told me, it seems you an’ Flurry’re close. Now, Ah won’t pry ‘til ya get home, but jus’ know yer sister an’ Ah will be expectin’ t’ hear the whole story.
 
Now, if Ah’m right, yer either in or headin’ to Cloudsdale. Jus’ be careful ‘round yer mom. She can be pretty hotheaded an’ stubborn when she wants t’ be. Also, Ah want ya t’ know, no matter what happens, Ah’m so proud of you Zap Apple. Here’s hopin’ you an’ the princess can follow in our footsteps in savin’ Equestria.
 
With love, as always,
Ma



Smiling, Zap wiped away the tears and looked up, only to see Flurry in a similar state; reading her own scroll from the Empire, with an expression of love mixed with tears at the words written by her best friend.


 
Hey Flurry.
 
It’s me, Pumpkin. I hope you’re reading this somewhere safe. I know you’re the strongest pony I’ve ever met, but even then, I can’t help but worry. Especially after seeing all the ponies you’ve saved. I need to thank you again, by the way. Pound does too. Cause Pinkie Pie finally arrived, and she brought Dad with her. After you sent back our Mom, I knew you’d send Dad back too. 
 
It was Pinkie’s idea to send you a care package. I helped with the treats, but the fact she said you needed this makes me nervous. I don’t think I have the same prophetic dream thing you had growing up, but every now and then, in my dreams, I swear I can hear your voice. And what I’m hearing isn’t good. Again, please stay safe.
 
Also… Pinkie told me about you… and Applejack’s daughter.
 
I’ll be honest, Flurry; for the longest time, I always thought it’d be either me or Pound you’d choose as your special somepony. I know that’s selfish of me to want that, but… we’ve grown up together. You’re my best friend. I was the first to volunteer to help you, and I know why you wanted me to stay, but even so… Pound and I argued about this. It was a big one, Flurry. We were yelling ‘til we were both red in the face. He stormed off to the training grounds while I sat with Mom. But she and Dad helped talk me down and understand. It’s your choice, and if I’m going to be any kind of friend to you, I should accept your decision. After all, we’ll still be friends after all this, right? Pound and I made up afterwards. We just want you safe, Flurry.
 
Sorry, that took longer to write than I thought. And sorry for dumping that on you. I’m sure you’ve got much bigger issues to worry about. Like I said last time, just say the word, and Pound and I will be there in a flash.
 
Hopefully still your friend,
Pumpkin Cake



Flurry’s heart was in a state of flux at letter’s end. On the one hand, both the population of Appleloosa, meaning all of Zap’s family, and Pinkie Pie’s group of survivors had made it safely back to the Crystal Empire. That knowledge went a great way to restoring her sense of purpose that had taken severe blows these last few days. On the other hand, however, was Pumpkin’s admission. Flurry would’ve been lying to herself if she also hadn’t fantasised of eventually settling down with either of the Cake twins. After all, in that one nightmare inflicted upon her by Nightmare Rarity, they had been used to toy with her emotions. It was true there were deep, strong ties between the three of them.

Even still, Flurry’s feelings towards Zap still surpassed them. Perhaps it was because Zap had fought by her side, earning her trust on the battlefield. Perhaps it was because Flurry saved her first, and felt responsible for her. Or perhaps it was because Zap was there for her in her darkest moments, and had saved her multiple times on this mission. Regardless of the reason, the bonds were now thoroughly entrenched; cemented with the conception of this new life currently growing within the rainbow-maned pegasus. Said pony was gazing at her with tender, loving eyes. The alicorn wiped her eyes, set down her scroll and waved her lover over. The pregnant mare joined her and they embraced one another again.

“You okay?” Zap asked, concern for her emotionally compromised marefriend obvious. Flurry answered with a smile and a gentle kiss on the cheek before resting her forehead upon the fliers.

“Eeyep.” She replied, earning a small chuckle and smile from the Apple. They remained in that pose for a few moments more before Zap pulled away and gestured a hand to the basket.

Within, perfectly undisturbed despite the scrolls having been lain atop them in transit, were a couple of delicious-looking cupcakes. Each had frosting on top that clearly indicated who each treat was for; white, pink, and blue with rainbow sprinkles for Flurry, while Zap’s were coloured in the same hues that adorned her mane and tail. Answering her unspoken suggestion, the princess took one of her cupcakes, as did Zap, and they deftly clinked their baked goods in a mock toast before tearing into them. 

As Flurry has long heard from Starlight, Pinkie Pie was a master of knowing exactly which sugary snack would be perfect for each individual pony. More than the enticing flavour, however, it almost felt as though eating the cupcakes lifted a small portion of the dark emotions clouding her soul. The anger and sorrow that had plagued her was still there, but less solid. Like as if each were now a shifting mist rather than an all-obscuring fog. There seemed enough room for hope again. As she licked her lips, Flurry looked over to see Zap also savouring the flavours of her treat. The alicorn couldn’t be certain, but she swore the Apple looked brighter.

“Dang, these’re great!” The flying farmer exclaimed. “Seriously, how’d Pinkie Pie know exactly what kind’o cupcake Ah like?”

“As my aunt always said, “It’s Pinkie Pie. Don’t question it.”” The pair of mares laughed at this before there was a knock at the door, silencing them. A moment later, they whipped their heads around to see Vapour Trail standing before the door timidly. Flanking her sides were muscular Pegasi armed with long swords and wearing the same green-on-black outfits as the other pony servants of Zap’s more athletic parent.

“I’m sorry to interrupt, but governess Spectrum Blast is waiting for you in her throne room.”





The walk to the throne room was a quiet, nerve-wracking one. Flurry took strength from Zap’s fingers being intertwined with her own. Given the sights they were seeing, she would need it.

The pair had stowed their second cupcakes with the rest of their rations, assuming whatever Pinkie Pie had done to stop them from squashing would also stop the food from ruining the insides of their bags. All along the cloud-stone halls to one of the higher rooms of the colosseum, there were more guards. Some were armoured monsters. Others were ponies of either gender in those black and green flightsuits. All were armed, however, and fixed the pair with stern glares; no doubt over the destruction the enraged alicorn had caused the previous day. Outside, Flurry spied many monsters and corrupt ponies entering the colosseum, many bringing their captive pony slaves. Whether it was because they were treated as pets, fuck holes or poles, or both, it mattered little as the mares were very soon before the large cloud-steel doors. As they opened, Flurry took a deep breath and squeezed the orange hand in her grasp; a squeeze returned seconds later increasing her slowly-refilling confidence.

Said confidence was tested as they observed the large room they now entered. The back of the chamber was left open, leading out to the personal box they had first seen Zap’s mother in the previous night. Along with the two guards that had accompanied they and Vapor, there were another six they could see; two now behind them at the door, and four guarding the open space looking out into the now filling colosseum. One such guard was the arrogant mare from yesterday; Lightning Dust, if Flurry remembered correctly. Something slightly swaying in her peripheral vision, the alicorn looked up and couldn’t help but gasp, with Zap swiftly following suit. Hanging from the ceiling were dozens of large, plastic teardrops, each lightly coloured like a balloon. Unlike the ones that had kidnapped her beneath the Pie family farm, however, these ones were full of a white liquid, and had drawn upon their surfaces names and cutie marks. Zap, more sexually aware than Flurry, instantly recognised these as gigantic, full condoms. The threat her mother barked at the scowling Lightning Dust suddenly roared back into her mental view, as the procession was brought to a stop before the large throne.

There, lounging upon it with a seemingly eternal erection, was Spectrum Blast. But she was not alone. Kneeling at her avian feet and eagerly worshipping her enormous nuts were two slave mares. Both were pegasi, had a chain connecting collars around their necks to the base of the harpy mare’s schlong, and were more heavily pregnant than the Apple. The disturbingly high number of large eggs surrounding the throne gave the pair one guess where they came from. The mare to Spectrum’s left had an orange coat, not unlike Zap’s, along with a short purple mane and tail, while her cutie mark was a shield of differing purple colours with a lightning bolt in the middle. Strangely, though, her wings were tiny; barely a third the size of what they should be. As for the other mare, she appeared to be decades older than her counterpart, though in more of a milf-like manner as opposed to being elderly. Her coat was blue, along with a short light orange mane and tail, and a cutie mark of a cloud with a gust of wind escaping it. It was this mare that Zap felt a strange connection with; one she couldn’t really explain. Both slaves stopped, however, as Spectrum Blast sat up properly to address her guests.

“’Bout time you two woke up.” The former Element of Loyalty remarked, an unimpressed expression painted over her features as she rested her cheek against a fist. “Well, let’s hear what you have to say and…” Spectrum’s magenta eyes widened and she stood, finally getting the two pregnant Pegasi at her feet to stop slobbering over her testicles. “Who the FUCK did this?!” She pointed one of her arms wings directly at her daughter’s baby bump. The room went silent as a graveyard, the only sounds emanating from the growing murmurs of the crowd out in the colosseum.

“Oh pony feathers.” Zap swore under her breath.

“Um, I-I know this looks bad.” Flurry began, nervousness swiftly seeping into her tone. A nervousness that only climbed higher as Spectrum Blast levelled a contemptuous glare at her. “B-But I promise it was concen-”

“Shut it, princess!” The harpy governess snapped, the alicorn instantly complying. “I was gonna have you try your best to convince me in five minutes. Now you only get one. Go.” Internally, Flurry was floundering again. The dread of a parent angered, combined with the negative thoughts that plagued her the previous day and night, immobilised her. So it filled the princess with shock, relief, and a tiny speck of guilt when Zap stepped up between her and the agitated former Wonderbolt.

“Mom, this,” she began, bringing a hand to her swollen stomach, “was mah choice. Ah wanted this, n’ Flurry asked n’ everythin.’” The flier’s brow furrowed in defiance, matching her parent’s glare. “An’ Ah promise Ah’ll be a better mother to this one than you ever were.”

“Don’t you talk to me like that!” Spectrum spat back, severing the leashes of the diligent duo and stomping forward to tower over her daughter. Not just in stature, but also the large, veiny, and hard phallus certainly added to the intimidation. Zap felt fingers intertwine with hers, and a quick glance back confirmed Flurry was offering what moral support she dared while also standing in Spectrum Blast’s shadow.

“Ah’ll talk however Ah darn well please!” She shot back, drawing an audible gasp from somepony else in the room. Zap wasn’t sure who, but couldn’t worry about that now as Spectrum leaned down for the mother and child to stare at one another nearly nose to nose. The fact the corrupted pegasus had to stand sideways so her massive schlong wasn’t in the way went ignored in the familial stare down. 

“If you’re looking for a fight, I’m warning you it’s a lost cause.”

“Oh, Ah ain’t challengin’ ya t’ a fight. Ah’m challengin’ ya to a race!”

The entire room went silent. None dared breathe. All wide eyes turned to the governess to see her response. Zap held her defiant expression and glare despite her heart beating loudly in her bent-back ears. She’d heard so much about her aerial mothers’ stubbornness and ego from Applejack growing up, and her imagination had filled in the rest to create a rather intimidating figure. But she held firm, awaiting a response. Initially, Spectrum’s face mimicked the shocked expression upon everypony else, before quickly breaking into a large outburst of laughter.

“Y-You actually think you can beat me?” Spectrum asked, soon getting over her mirth to stand imposingly at her full height and wingspan. “Did you forget you’re talking to the fastest pony in all Equestria? Even Talvira can’t match me. And even if you weren’t expecting, there’s no chance in Tartarus that you could beat me when it comes to speed.”

“First time fer everythin,’ right?” Zap replied, standing her ground. “If Ah win, you’ll release all the mares that you have trapped here, an’ you’ll agree to reform.” Spectrum stood back, deliberating for a moment before offering her answer.

“Fine. But, when I win, then your royal marefriend gets railed by my guards before being sent to Canterlot.” She pointed a wing at Flurry, who subconsciously shrank back behind the orange pegasus. That feathered limb then shifted to point at it’s owners’ daughter. “And as for you, I get you alone to teach you some respect.” Zap hesitated in her response, looking to the alicorn. Flurry’s reassuring smile and nod was all the encouragement she needed, and she turned back to face her mother.

“Yer on, but nopony’s t’ touch Flurry ‘til after th’ race.”

“Don’t you worry,” Spectrum replied with a confident smirk. “No one’s laying a hand on your collateral in this. Have a seat, Princess.” The harpy stepped back, extending a wing to her throne, which swivelled about to face the now full stands of the colosseum. “Best seat in the house, after all. Zap, meet me at the starting line, and we’ll see what you’re made of.” With that, the former Element bearer took flight and descended into the arena to a chorus of cheers. As the two pregnant mares seductively gestured for Flurry to approach, Zap took hold of her hands and looked the alicorn in the eyes.

“Flurry, you gonna be okay up here?” She didn’t want to sound insensitive, but given the fragility she’d been witness to, the Apple wanted to be sure. To settle her own concerns if nothing else. Thankfully her special somepony nodded with that same loving smile that made Zap’s knees weak and heart full.

“It’ll be fine, Zap. I trust you, and I know you can do this.” To emphasise this trust, the princess leaned in and planted a chaste kiss upon the fliers’ lips. Said lips curled into a warm smile at the response.

“Thanks sugarcube. Wish me luck.”

With that, Zap turned and spread her wings, soaring out of the private box and down to a cloud platform in the middle of the otherwise empty colosseum grounds. A chorus of boos followed her, but the Apple shook the abuse off and landed beside her mother; the harpy clearly enjoying the attention. A quick glance back showed that Flurry had been shown to her mother’s throne was paying close attention, giving a small wave when she was noticed. Zap waved back, though it faltered for a split second when she noticed the ponies flanking her marefriend. On one side was Vapor Trail, so that wasn’t as concerning, but on Flurry’s other side was Lightning Dust. Despite her mother’s assurances, the Apple couldn’t help but have a feeling in her gut about the arrogant pegasus’ presence there.

“Better pay attention, Zap.” Spectrum Blast’s voice snapped her out of her worries and brought her focus back where it belonged; the race. A floating orb monster hovered before them, a circle on its upper surface glowing bright before a holographic map magically appeared above it. Zap studied the route, learning it took them in a winding path through and eventually out of Cloudsdale before looping back towards the colosseum. Just as Zap felt confident in her ability mapping the course to her memory, the image faded and the monster floated away.

“We’re only doing one lap,” Spectrum announced, speaking loud enough for everyone to hear. “Winner takes all. And, to prove I’m playing fair, should anyone interfere in the race on my behalf, I’ll kill you myself!” The intended response rippled throughout the audience; a momentary flinch followed by nervous applause. The governess turned back to her child, her face practically overflowing with excitement. “I want to beat you with my own talent. I bet you’re the same, huh?”

Zap merely nodded, pulling up the goggles that Applejack had gifted her and fastening them securely over her eyes. As she took calming breaths and lowered herself into a three-point stance, she flexed her wings in anticipation. In her periphery, she saw Spectrum Blast merely widen and lower her own stance; all four wings spread wide and ready to go to work. A gryphon male in the black and green uniform of her mother’s minions flapped out, green flag in claw to start the race. 

Time seemed to slow as the moment approached, and Zap wasn’t sure if this was some trick by her opponent, or her own instincts heightening her senses and perception. A part of her mind realised that, with the goggles and her outfit, she was the spitting image of the old Wonderbolts. She only hoped she could do them, her family, and the mare that mattered most of all to her proud. One last glance up to the box revealed Flurry was fine, and focussed as intently as she was. Turning back, Zap saw the gryphon raise the flag, and felt instinct tighten all the muscles in her legs and wings. Given the natural and experience advantages her mother held, the Apple knew the start would be crucial to success.

The green flag fell, and the race began.

The cheering of the crowd was momentarily halted when both mother and daughter shot off the line like they were both shot out of a cannon. More of those orb creatures ignited their hologram magic into big screens, showcasing the race beyond the colosseum to the audience. Flurry felt a rush of excitement when the images showed Zap zooming forward to take the lead at the outset. Her enthusiasm wasn’t shared by the large majority of the crowd; shocked murmuring and desperate shouts for Spectrum Blast to take the lead sounding out in the arena.

Pleasure-filled squeals met Flurry’s ears, along with one that was clearly derived from terror. The alicorn stood up to see herself surrounded by the black-and-green clad guards in the box, with two of them sexually attending to the pregnant pegasi. Lightning Dust, meanwhile, hand one arm wrapped tightly around Vapor Trail’s body; pinning her arms to her sides, while the other had a knife against the slave mare’s neck.

“I wouldn’t do anything rash if I were you.” She stated smugly, ignoring the whimpering of the alabaster mare in her grasp. “Wouldn’t want anything to happen to this fine piece of work now, would we?” Flurry resisted the urge to draw her sword, knowing it might cost Vapor her life. Maybe there was a way to de-escalate the situation, or perhaps buy enough time for the race to finish and Zap to return to back her up. Or did she not think she could… Flurry shook those thoughts away, returning her attention to Lightning Dust.

“I thought you’d learned not to go against Spectrum Blast, after she embarrassed you in front of everyone yesterday.” The princes replied, making sure to keep an eye on all the guards surrounding her. “When she finds out you’ve disobeyed her, you’re done for.”

“Like I give a rat’s ass what that overhyped bitch wants.” The blonde-maned mare scoffed. “Besides, ever since her little girl came in to save your ass, Spectrum Blasts’ gone soft. Cloudsdale deserves a mare that takes charge and never shows mercy.” As the leader monologued, a plan formed in Flurry’s mind. First step was teleporting Vapor to her side. The next was to instantly teleporting the two of them outside Cloudsdale. The miasma in the pink clouds encompassing the city would make it painful, but they’d be safe. Plus, there was a chance they could reunite with Zap.

“Bet you’re cooking up a plan to get out of here, right? One involving magic?” Lightning Dust’s question snapped Flurry back to reality, taking a few steps away when she noticed one guard getting too close for her liking. “I mean, I would too, if I had a horn. But, even if you save this one, there’d just be another bitch dying in her place.” The leader nodded to something behind Flurry and, against her better judgement, she turned around. What she saw set her blue eyes wide with shock, erasing any coherent thoughts formulating her escape.

“G-Garnet?”

Before the princess stood Garnet Gauntlet; the maroon crystal pony lieutenant that had set out with her at the beginning of this quest. Apart from a black collar with a cloud-shaped, purple jewel, the mare was completely naked. This allowed her short red and pink-stripped mane, previously hidden beneath her helmet, to be displayed as openly as her no-longer shimmering coat. Her dark blue eyes seemed empty; as if her mind had sunken not into lust as with other mares Flurry had encountered, but more like she was hypnotised. Finally, there was the disturbing brand over her cutie mark. Where once a pair of crossed crystalline gauntlets was visible, burned in over the top of them was another mark; this one of a lightning bolt with three five-pointed stars at its tip. 

While the imagery and thought of one of her citizens being marked in such a way horrified Flurry, another realisation brought previously-buried guilt to the surface. Not since the nightmares suffered on the first night of the quest, where Nightmare Rarity had used Garnet against the princess, had the loyal soldier even crossed Flurry’s mind. The mental anguish over all of this must’ve transferred to her face subconsciously, as she was brought back to the present by Lightning Dust’s dark chuckling. The princess spared one last glance at Garnet, seeing the dagger she now held to her chest.

“I doubt you’d be able to fight us off and save them both.” The lead pegasus remarked. “And a big strong hero like you couldn’t live with having these fine pony’s deaths on you conscious now, could you?” Flurry was cornered and Lightning knew it. That smug grin was eating away at the alicorn, but with two lives depending on her next choice, she realised there wasn’t a choice at all.

“What do you want?” She sighed in resignation, raising her hands in surrender.

“Leave all your belongings on the floor. Now.” To emphasise Flurry’s lack of control, Lightning pressed the knife’s edge against Vapor’s neck, drawing the smallest beads of blood. With another sigh, Flurry undid her belt, her sword clattering to the floor along with it. Next was her bag, all gems and rations inside, before finishing with the shirt Rarity had given her back in Manehatten; her lone piece of clothing. Covering her marehood with her tail and her chest with her arms, this left only the dream amulet upon her body.

“The amulet stays on.” Flurry said as a statement rather than an opinion.

“Suit yourself.” Lightning remarked, nodding to Garnet. Flurry turned, hoping to stop what she thought was the final action of her former soldier. Instead, Garnet had stepped forward and, with near mechanical precision, struck the princess in the head with the pommel of her dagger. It struck her clean in the temple; knocking her out instantly.

“No!” Vapor cried out, only for Lightning to knock her out in much the same fashion. She couldn’t help but smirk as the hypnotised crystal pony hefted the unconscious alicorn over her shoulder. Enjoying the sight of the defenceless heroine for another moment, she then turned to the rest of the Washouts gathered.

“Let’s hurry it up. Not a lot of time to waste here.”

“What about that one?” One of them asked, pointing at the unconscious Vapor Trail on the floor.

“She’s not as valuable as these three,” Lightning responded, nodding to Flurry and the pregnant duo. “Have fun with her.”





Zap weaved through the cloud buildings of Cloudsdale, her smaller frame and streamlined flight suit helping her maintain her slim lead. A glance back revealed Spectrum Blast furiously flapping all four wings, working hard to make up the distance. The orange pegasus was proud of how perfectly her start had gone; launching herself at high speed, and following it up by utilising her greater manoeuvrability through the town had given her a healthy advantage over her mother.

But Zap looked forward and flinched for a second as she passed through the cloud dome that encompassed the town. The border of the floating settlement marked the halfway point for the race, with the upper peaks, valleys and pillars of the cloud canopy forming an obstacle course of sorts for this section of the race. Blinking her eyes to acclimatise to the sunlight as swiftly as possible, Zap spared another look behind her to see Spectrum burst through the dome like a vengeful spirit. She tried to pull away, but the effort spent in establishing and maintaining her lead within Cloudsdale had been an exhausting effort. Normally Zap would’ve remembered to preserve some energy for the whole race, but in her excitement of racing and leading her mother, she had forgotten this. Spectrum soon passed her and pulled ahead with each powerful wingbeat.

“See you at the finish line!” Her mother called back, pouring on the speed, and breaking away. Despite the agony of her initial sprint, Zap forced herself to push on, managing to match Spectrum’s speed but unable to catch up as they began encountering obstacles. Zap was forced to avoid the pillars and ledges of clouds, lest they affect her body any more than it already had. For a moment, her thoughts dwelled on the life growing inside her; hoping this race and the jostling it entailed wouldn’t have a negative effect on them.

Focusing back on the race, and seeing her mother pulling even further ahead, Zap started growing desperate. Up ahead was a large pillar of cloud; easily nine feet tall, with one of Cloudsdale’s soldiers manning it. This would serve as the halfway mark, where the racers would then need to circle back towards town. If Spectrum managed to beat her to it, Zap’s chances of victory would decrease exponentially.

So, knowing the risks, Zap accelerated and flew through the cloud obstacles.

While there was no physical hinderance in flying through them, the Apple racer couldn’t help but feel a growing tingling sensation within her womb every time she passed through the clouds. Flurry had told her of her experiences flying in the clouds back in Manehatten, and sure enough Zap’s body was starting to heat up as well. But she channelled that energy into her wings, pouring every ounce of strength into those feathered limbs. Her efforts, though risky, were bearing fruit. She closed the distance, her mother seemingly not realising her rival was closing in on her until Zap swung around her inside and drifted around the halfway pillar. With the momentum she had built up, she then shot back towards Cloudsdale; leaving a shocked expression on Spectrum Blast’s face before she once again chased after her daughter.

Zap’s advantage didn’t last long, however. Barrelling through the clouds both towards the halfway point and back towards Cloudsdale was now starting to severely affect her body. Specifically her womb, where the tingling feeling now felt like something was pushing against her stomach from within. Her speed slowing, Zap looked down to see her baby bulge was now bigger than before. Her suit was stretched taut over her rounded abdomen, and the pains were growing more and more difficult to ignore. The Apple had slowed down so much, she almost missed Spectrum shoot past her and into the dome surrounding the town.

Zap just stared, hovering in place with both hands cradling her swollen belly. She could feel her hopes fading with each second that passed, and all manner of horrible futures flooded her imagination. Her mother would brutally assault her. She’d never see her family again. And worst of all, Flurry would be taken away from her. But it was that last one that snapped Zap out of her downward spiral. The mental image of Flurry, her smile, her laughter, how she made the chromatically-maned mare’s heart swell, it dashed the negativity threatening to destroy her. Getting her head back in the game, Zap reckoned she had lost at least five to ten seconds dithering. Her mother would no doubt be approaching the colosseum very soon, leaving only one chance for victory, however slim. 

Zap began diving, as fast as she possibly could. She winced as this took her through the cloud canopy, but she came through the underside gathering speed. A quick glance up revealed the still open underside of the colosseum. Her ticket inside. Focusing back on the task at hand, Zap pushed herself even faster despite the ground beginning to get uncomfortably close. A mach cone had now formed before her, almost creating a bubble from the wind that roared past her ears. Wordlessly yelling in exertion, she pushed even harder. Harder than she’d even flown before. The ground was growing closer at an alarming rate. Only one thing could save Zap from a fatal crash now. The one thing she was desperately attempting, as she had many times before.

Please, she prayed, closing her eyes. Just this once! In her mind, Flurry’s smiling face once again flashed into view, and everything clicked into place.

Mere feet from the ground, an eruption of sound, air pressure and colour erupted out in a shockwave. From said shockwave, a rainbow soared high into the air at tremendous speed. At its head was Zap Apple, rocketing faster than she had ever flown before towards the hole in the underside of the colosseum. Within seconds she punched through said opening and circled at speed over the dumbstruck crowd. A glance down revealed Spectrum Blast had just entered the building a few seconds after her; her face as slack with shock as the rest of Cloudsdale’s population. So shocked was the governess she nearly forgot to flap her wings to remain airboune, as the rainbow trail following her daughters’ path touched a part of her soul Spectrum had thought long since purged.

Finally, the high from the acceleration wearing off, Zap spiralled down to the cloud platform in the middle of the colosseum and landed in a messy roll. She took a few minutes to regain her breath, merely laying there. Subconsciously a hand journeyed to her now very taut stomach, though her instincts told her the life within was fine. Grunting, Zap rolled onto her back, yet hissed the moment her weight hit her tired wings. Though she imagined she could still fly, the Apple wouldn’t be racing through the skies again any time soon. 

“Zap? You okay?”

Hearing her name, the orange mare propped herself up on her elbows to see her mother kneeling beside her. It felt strange given the reception they’d received both the previous day and earlier before the race to see a mixed look of shock and concern upon Spectrum Blasts’ features, but sure enough they were there. Exhausted, Zap merely nodded, eliciting a sigh of relief from the harpy pony.

“That was… Awesome!” The excited exclamation took all in the colosseum by surprised. Zap most of all, given she was expecting her mother to be a sore loser. Instead, though magenta eyes bore something more fulfilling; pride. “I can’t believe it! You pulled off a Sonic Rainboom! While pregnant! Even I’ve never done that.” Spectrum offered a feathered arm, which Zap tentatively took. The mother pulled her daughter to her feet, and the crowd reacted as unsurely as Zap felt with a smattering of awkward applause.

“Uh, thanks.” She replied, one hand still supporting her full womb while the other scratched her mane in embarrassment. The moment passed soon, however, as she fixed Spectrum with a determined look. “So, now that Ah’ve won, remember yer promise.”

“Hey, you won fair and square, kid. A deal’s a deal.” Spectrum stepped past her, hovering up to centre stage in the colosseum. Summoning the innate magic her corrupted form provided, she inhaled deeply before bellowing her commands.

“Attention!” As one, everyone in the audience, be they monster or ponies, masters or slaves, stopped and paid attention with near mechanical symmetry. Bound by her words of power, they awaited her orders. “Civilians, dismissed! Soldiers, fly south to the Storm Kingdom! Stop for nothing!” Instantly her words effects took hold. All ponies, even those that were part of her forces, fell unconscious into a deep slumber. Thankfully none were hovering over open sky, with all of them landing upon the clouds or colosseum seats. As from the monsters and demons, they turned in unison and began their journey south. 

Zap marvelled at how not even one beast resisted; a clear sign of the power her mother’s commands had over them. With the imminent threat quelled for now, Zap tiredly took flight and headed for the private box. She nearly fell, only for Spectrum to be there to catch her. The orange mare mumbled her thanks before being allowed to wearily fly again, and both mother and child landed in the box.

But, instead of finding relief and happiness waiting for her, only dread filled Zap’s heart. For the only souls in the box were two unconscious ponies in guard uniforms, and the sputtering form of a barely conscious Vapor Trail. Zap’s fears accelerated as fast as if they had performed their own Sonic Rainboom, especially after seeing Vapor spitting cum out of her mouth, as well as a similar white stain plastered over her pussy lips and inner thighs. The orange pegasus’ eyes rapidly scanned the box, yet she fell to her knees over the only signs her love had even been there in the first place; Flurry’s equipment and bag.

Flurry Heart was gone, and with her lost, Zap Apple’s fears ran wild.