Caramel soon found himself in a trash can that smelled of old diareah and other stuff he did not want to think about. He soon got out of the trash can and stretched. He thought to himself “Were am I and what happened?” he tried to remember the day before and he instantly realized the situation. “Oh Celestia I’m lost in Ponyville with stark hungry she rapists!, and there all over the place!” he thought. He almost panicked but, he controlled himself. “okay whats the game plan Caramel what the hell do I do!?”. He looked around and found a dress in one of the trash cans and came up with an idea. He put on the dress and looked in the trash cans to find a lipstick a purse, some mare pads, and a mirror. “the only way i’m going to survive this night is to become
what I fear most" He thought to himself. He put on the make up and put the rest of the cosmetics in the bag. Then he looked at himself in the mirror “ Damn I look sexy!”. He spent a few minutes practicing his female voice and he set off towards the town.

Caramel looked around to see if there was any route to the Everfree forest, where the refuge lay but he did not get any clear view of the right greenery. “I’m gonna have to ask directions” he thought. He walked his way to the nearest building called Carousel Boutique to find the next mare to talk to. He opened the door to find clothes scattered all over the place and many dented walls as if someone was kicking like crazy. “um hello is there anyone here?” he yelled in his most feminine voice. “Crash!” a loud noise came from the second floor “Just a minute I’ll be down in a second”. Down from the stairs Rarity appeared but she looked stressed and a bit anxious. “Um yes I was wondering if you would give me directions to the Everfree forest” said Caramel.

“In that dress your going to the Everfree forest! Unbelievable I’ll fix you up instead of that mess!” said Rarity

“Um no It’s fine I just need directions is all, if thats okay?” said Caramel

“Oh don’t be indifferent I’ll fix you up and match you a new dress with my existing stock

I mean it looks like you got that from a trash can, how atrocious”

“Um fine but, just a quick-dress”

“oh wonderful now I have something else to do instead of jerk off!”

Rarity then came down with a little imbalance and searched her closet to find a nice
dress that would match with Caramels caramel skin.

“Oh don’t you think this skirt design is lovely it will most magically match with your cutie mark and your skin!” Rarity said overjoyed.

“great now just slip it into the bag and i’ll just be on my way to the Everfree forest” said Caramel with a little fear.

“Oh wait don’t you want to try it on first?”

“uh fine”

Caramel took the dress to the closet and put it on.

“so how do I look?”

“oh fabulous darling it suits you well”

“great so how much do you want for it?”

“oh you don’t have to give me money”

“really? cool, so where is the Everfree forest anyway?”

“You know you smell good... Very good, whats your name?”

Rarity crept closer to Caramel

“um Star bright Farkle heh... heh... yep the names Starbright Farkle”

“really I’ve never heard of you are you knew in town?”

she crept closer

“Uh.. I’m from Fillydelphia yup Fillydelphia great place with lots of buildings...”

“really? you know that cutie mark is so familiar have I ever seen you before?”

she crept even closer

“um no must be a similarity or something so uh Gotta go heh...”

Caramel sped to the exit but Rarity intercepted the door before he could get to the knob.

“were do you think your going Missy you still haven’t paid me yet!”

“what but, I thought this was free?”

“I said you did not have to give me money!”

“what do you want! please don’t hurt me!”

“oh I’m not going to hurt you darling” she said sweetly

“Im GOING to BUCK YOU!”

“uh buck”

“GET OVER HERE!”

Rarity used all her magic to get all her cloths and sewing needles and she tied up Caramel before he could react. As he landed on the floor banded, she desperately jumped on him. She grabbed a sewing knife and said.

“Lets see that vagina of yours Starbright farkle!”

She laughed a crazy chaotic laugh and cut the paper surrounding his pelvis area and soon found that there was no vagina at all but something completely different.

“your not a mare! your a, ah, ah Stall “Whack!”“

he grabbed a mannequin and hit her on the head.

then, He hastily ripped himself out of the restraint and took a few minutes to realize what just happened

“Well that was traumatizing... “ahem“ time for plan B”

Caramel then took the unconscious Rarity, put her on a chair, grabbed some sewing supplies from the closet and tied her up, then he put her into many clothes to constrain her further. He moved her down the basement and grabbed a bucket of water.

“Splash!”

She screamed at the rude awakening, then Caramel said in his most epic batman voice

“WHERE IS THE EVERFREE FOREST”

“uh uh i dont know”

“DON’T LIE TO ME”

Caramel then grabbed a bucket of dirt and dusted her in the face

she screamed in horribly nightmarishly terrifying pain

“STOP IT STOP IT PLEASE!” she said in sorrow

“WHERE IS THE EVERFREE FOREST!”

“I DONT KNOW I HAVENT BEEN THERE IN SO LONG PLEASE NO MORE!”

“NOT GOOD ENOUGH”

again dirt hit her face but this time it was a much larger portion of the earth

she screamed in agony for a while and breathed heavily and finally in her fatigue she said

“ill tell you... ill tell you... if you do this one thing for me”

“and what is that?”

“Buck me!, Buck me! just Buck me I don’t care spray the dirt all over me if you want I just want to feel your hard throbbing flesh inside me! BUCK ME DO IT DO IT DO IT NOW!”

“never”

Seeing that her plea failed, Rarity went insane.

“ERPRPASPLA AAAAAAA RARARARARARA!!!! RABA FLABA WHOO DEEE HOOOOOOOO HAAAAAAHHHHH!!!!!”

“Wham!”

Caramel took a shovel and hit her on the head but she was not knocked out, just dizzied.

“YOUR WASTING MY TIME!”

“I’ll never tell you... unless I buck... I will never tell...”

“fine! I’ll buck you if and only if you tell me where the forest is”

“YES yes I’ll tell, just do what, what needs to be done...”

“you dirty stanky whore I hope you get horse A.I.D.S.”

Caramel then lifted the multiple skirts and dresses to find her plot, he stared into it like it was a bottomless pink pit of no return.

“well here goes nothing”

He pushed her off the chair, slipped in his manhood, and began.

She moaned like a diseased beast.

“Harder, Faster, BUCK ME LIKE THE STALLION YOU ARE!!!”

“....”

“YES YES PUT THE DIRT ON ME DO IT!!”

Caramel put the rest of the dirt from the bucket all over her body

“YES I FEEL SO DIRTY IM A DIRTY GIRL ough!”

Caramel felt great but he new that he could not climax so he receded his weapon.

“why? WHY DID YOU STOP I THOUGHT WE HAD A DEAL!”

“tell me were the Forest is and I will finish you off”

“Fine just give me a paper and pencil”

Rarity wrote a detailed direction to where the forest was and gave it to Caramel.

“good, and here we go!”

Caramel then continued to fornicate Rarity

“Oh yea Oh yea this is some good shit”

“your bucking me like a true Stallion!”

“wow this isn’t so bad what the hell was I worried about?”

then Rarities vagina muscles started to suck his dick in and it was getting harder and harder to pull back and forth.

“what whats going on!?”

in a demon voice Rarity said
“YER GONNA BUCK ME FOREVER!”

“oh shit oh shit oh Celestia! oh Celestia! ahh buck!”

“then Caramel climaxed so powerfully that the semen pushed his wiener away like a rocket, from her hole”

he felt satisfied but before he could rest rarity attacked him and tried to rape him again

“GET OVER HERE YOU HORNY STALLION YOU!”

she jumped at him but he leapt out of the way and she crashed into the wall.

He ran upstairs and opened the door to the first floor and locked the basement door with Rarity in it.

Her screams of rage were heard throughout the Boutique.

Caramel took a breather and sat down on the floor from the mess he just got himself into

“damn I gotta get outta here!”

Caramel sped out of the boutique and ran as far away from Rarity as ponyly possible

He took a turn to the right from the boutique and saw a huge militia of mares with full body armor walking in his general direction. He clopped to one mare in his most feminine voice and asked.

“excuse me where are all of you mares headed too?”

The mare who he spoke to was red skinned with black hair and had a comb for a cutie mark.

“were off to find the Stallions so then we can satiate our horniness, you can come too or wait for

us till we return with the “spoils”.

Caramel was flabbergasted at what he heard and now knew that he had a duty to protect his fellow Stallions by stopping this sexual crusade.

“Ill come with, just give me the supplies I need”

The Mare then went to the caravan to get some armor and a lance for his garment.

So Caramel put on the garment and armor and as well put the lance on his back and trotted away

devising a plan to break all the mares away from there destination.

End of part 2