I am not a vamp pony, blood was just an appetizer. I am a being far beyond that. I needed flesh, a whole pony could do me good, last me months. I needed to feed, so what was holding me back? Sadly enough, I felt faint connections with those mares, I felt like a mother to them...but I never even met them...Lilith's influence has made it hard for me to control my own body sometimes. I need to get my act together. I need to feed. Lilith, I need you to contain yourself, us. I'm getting closer though, I can feel it...My time will come and I'll finish what I started.

In the meantime, Upper Management needs me...

I made my way to a corridor that I had been down before. Cutter told me to bring every pony, I assumed that meant my 'mares'. She didn't stay long to talk, but she reassured me she could wait for me. I wasn't sure what that meant entirely. She said in such a way that made me...uneasy.

A velvet mare stood at the door waiting for us, she looked up from the magazine she was reading and sat up from her stool," Good, I can finally leave. Here, take this key and lock the door behind you...Managements orders..." She handed me the key and wasted no time leaving.

"Oh, hi Rose Petal," Mouse called out to the velvet guard," What's this about?"

The guard mare seemed nervous," I think its best you find out from Management, Mouse...."

The mare took off in a medium trot, Mouse shrugged at me. I had a bad feeling but I always have that feeling when I'm doing Upper Managements dirty work...We made our way through the double doors, once we were all through, I reluctantly locked the door. However, once I did that the key disintegrated...figures...I wasn't at all surprised at the place we were locked in. It was the area I had wandered in before...the "Side Show". Sky Breaker flew up next to me, the look on her

face mirrored mine..." Chica...what the hell is goin on?"

The room was filled with bleachers as if it were a gymnasium, a wide space were the court would be was cut in half by a giant viewing glass. On the opposite side were rows and rows of theater seats. It was clear what this was, what she wanted from us. "We are the "Side Show" my dear, and we aren't leaving till we put on a good show..."

Breaker frowned, Her long mane almost dragged to the floor as she hung her head a little," Ok...fine...at least we're together...'

" We are to be some other ponies form of entertainment? In what form exactly?" Swipe asked, puzzled by the bare space, excluding the bleachers of course. Swipe stole a glance at the twins who were making use of this moment...to play paddy cake..." I truly hope she'll just kill us before those two drive us crazy..."

Thread snickered," Lighten up Swipe, maybe she has a present for us huh?"

Swipe gave Thread a look that doubted that possibility and then Threads ability to realize who we were dealing with. The others wandered around looking for Upper Management or just checking out the "arena". Breaker pulled me along and sat me down on the bleachers. She moved her black streaky mane away from her face. I didn't understand why, it was beautiful the way she had it, and it didn't do much for what she was trying to accomplish...it just fell back. I'm sure she noticed that I noticed, she blushed and cleared her throat." I, I was in your dream as well...? So, what was it?"

"...Your past, I saw everything that put you here, in this place..." I put my hoof on Breaker's. She exhaled a shaky breath and smiled. " I was mortified...but...Your different now, I'm proud of you."

Breaker smiled, no words came from her mouth. She leaned in to kiss me, her lips pressed against mine. How I'd love to take her to bed at this moment...fuck her till she melted beneath me...After the kiss she hugged me, holding me tightly. I wasn't worried about some of the mares and how'd they take what I saw...I worried more about how'd Lion would react. Her and Big Sis were laughing at the far end of the "arena". I wonder how she'll take it. "Hey, imma hang with Butter while we wait, wanna tell her some stuff?"

"No, I'll stay here...I'm not ready..."

"Right, ok Silver. Just yell if ya need me," She gave me a sultry look and flew off laughing.

Although, now that I think on it...I wasn't able to get anything from the other mares. Valhalla...Bella, the other mares...I didn't have any dreams of them. If there going to stand by me I need to know more about them...A later time of course...

"WELCOME! WELCOME! WELCOME! Sorry to keep you waiting my lovely inmates! But this warden mare has been a very busy little bee haha! I know-you're all wandering why I brought you her! I'm sure smartass over here has already figured it out!" Upper Management appeared in a rather cliché puff of smoke and floated before us in the middle of the arena. She pointed at me as she made that remark. "Any-who, I got this amazing idea, I was really drunk or maybe I was high? Doesn't matter! I got this great idea to charge the stupid, and incredible gullible, rich populous of Equestria, to learn more about the rotten, disgusting beast of The Equestrian Super Prison! I know, your thinking: Oh Warden you shouldn't, we should all fuck you!" Upper Management landed on the court and tapped the glass," I'm flattered but your entertaining a bunch of snobs to make me money instead...have tons of funs...because if you don't generate some income, I'll make sure ol' Silver here eats you all..."

Upper Management started to frown as she stared at me, I was stunned, and every pony else was just as nervous." W-what's the meaning of this!? You would jeopardize everything I've worked for!?"

"YES, everything YOU worked for...," The warden mare stared me down with an angry scowl," Don't even think of magic use to get out. Your powerful but I'm just as powerful bitch..."

"What'd we do to you!?" Tangy chirped loudly.

"Yeah bitch, what's chewing your cunt to pieces!?" Tart chirped even louder.

"SILENCE!" Upper Management roared at the twins with a beastly yelp." This is nothing personal...believe it or not, I just want to watch something fun, get some cash on the side all the while, also, this will count as a payment towards the "favors" for miss Silver here. I thought it over a bit...I want you to earn your bits with me a little more before I allow your "party" to happen..." Upper Management finally smiled menacingly. " Oh, I love being in charge!"

Upper Management vanished in another cliché puff of smoke, a lingering mad mare laugh was left behind to fuck with us even more. I wasn't sure what we'd do, but if we were to be locked in here too long..." Mistress, I could keep you full until we, er, the rest of you figure something out. Its the least a slut like me could do..." Valhalla smiled at me, teeth and all...

"I'll figure something out sweetie...give your Mistress time to think..."

"I..., of course Mistress. I'll gladly offer myself if it ever comes to such a choice though....," Valhalla's willingness to sacrifice herself was taunting me...no pony would blame me if I did...No, I'm no weakling. I'll make it through this...

I walked to the viewing glass, Hundreds of wealthy ponies started filling the seats of the Theater. Upper Management wanted a show...These fools want to learn of us...Oh my, we have a show on our hands, and I was worried? Hmpf, well let the experience begin...

Breaker, Lion, Butter, and Big Sis approached me. I had just gotten a devious thought as they did...If I can amplify my effect past the viewing glass to these ponies...

I pushed Breaker down, she landed on her back. She winced in pain as she landed on her wings. "Hey what the-" she stopped as she looked up at me, my eyes were glowing a bright red. I could feel the heat from her body hit my like a bat to the face. If these stuffy bastards want a show, then I'll give them one they'll never forget...and then some...Breaker waited for me to proceed, so I did. I licked her face and rubbed her on her ribs. I felt as if I could break her fragile body...Breaker giggled, I broke away from the thought and continued to tease her. Valhalla's mouth was watering, she started to rub herself through her leather outfit, she was so caught up in her ecstasy that she forgot that all she had to do was unzip her suit. I got further down, giving Breaker a hard time was exciting. " Dammit, Silver, stop messing with me!"

"HAH, I love making you squirm, just hang in there, we have to give these assholes a show!"

Big Sis was all over Valhalla within seconds. Swipe and Bella hesitantly kissed each other, in no time however, they were ripping each others faces off with their mouths. Tart and Tangy wasted no time on getting to the point. I could hear the lewd slurping as I finally reached Breakers pussy, it was wet, practically gushing for me, I quickly pushed in and out as fast as I could.

Thread, Lion, and Butter were all on the bleachers being as rough as possible, drawing blood at some points. I couldn't tell if the crowd was reacting the way I imagined, I was too caught up in my game. Doesn't matter, once I'm done here I'll have a few more allies on the outside that I can use to my disposal. I'll have an army waiting for me and I'll have a better chance of completing my mission...Breaker grabbed me by the neck and our lips met in a sloppy kiss. I felt Breaker push against me and lift us up in the air I wrapped myself around her and continued to tease her. We landed on the bleachers and we rolled around until she was on the bottom again. I trailed down to her pussy, it was dripping, the sweetness of her drove me insane, I lapped he up savoring every bit of it. I was feeling depraved of such a fluid, it made me feel whole again. Big Sis threw Valhalla over Breaker, she began to plow her as she lay on her. The others soon surrounds us, licking and prodding, we where slaves to the flesh, enjoying the sinful bliss and loosing ourselves in every bit of it. The heat, the moans, the screams, it was all too much for me.

"Ke-keep fucking me! Fu-fuck me harder!" Big Sis, spread up, giving Valhalla more than what she asked for. Before I knew it we all were in an unorganized clump, an orgy that filled my very being with bliss.

Every pony was converging on me, I could feel the hot bodies, the sweat drip from them onto me. I was smothered in the hot air surrounding us, the fumes from our display. I felt every bite, lick, and then some...Over and over, it felt endless...I started to breathe heavier and heavier," Yes, yes! You...your almost..." I clenched my teeth, balled up my hooves. The pressure building inside of my was overwhelming, I couldn't wait, I didn't want to, my moment had shown threw. My mouth opened but no sound could be heard, I threw my head back and giggled as my mares came with me. Breaker didn't let up even after I had came, it was torture...and I liked every bit of it. I looked past our mound of flesh, to my surprise and disappointment..."Wha-? Where the hell did they go!?"

Lion poked her head up," Who? Oh, yeah those bastards scrambled for the door once they realized this is what actual sex looks like!"

Lion cackled loudly at her own joke. I, however, was not amused...not in the least. My eyes glowed red, I lifted everyone into the air. I ignored their complaints so I could focus on my, "not crowd". It should have been simple, I guess I overestimated my ability to enthrall so many at once...No, wait...I sense him...he's there!

I dropped every pony as I lost concentration on them, they all landed with a thud," Dammit chica! Be a little thankful!"

"Not now, every pony shut it! I need to concentrate..."

"What's she doing?" Tangy whispered to Tart.

"Why would I know?" Tart whispered back to Tangy.

"She needs us quiet, so be quiet," Bella argued, eyeing the twins in a way a mother would when scolding foals.

I focused, he was still in the stands...sweating...lusting. He had grabbed a mare but she quickly pushed him away. I could feel his confusion, and his lust, radiate like the sun. All I had to do was call him to me...concentrate...come on..."COME TO ME NOW!" My voiced boomed. A crack had appeared on the viewing glass. If there were noise, it had ceased to be so. Anything that had attention to give, gave it to me...There! There he is! He revealed himself, He shambled down the isles. He had trouble looking up at me, as if ashamed. I hadn't expected to attract a male, he will do just fine though. In fact, a male would be perfect. His coat, a grayish amber. A slick dark gray mane with three money bags on his flank. He was an older gentleman, but not too old. He seemed pure...there was something about him. As he approached me his eyes found the strength to look directly into mine. "My, my, aren't you a looker...?"

"Heh, heh...yeah...," The stallion blushed. He cleared his throat and scanned the inside of our prison.

"I was hoping to leave this place with an army, but you'll do just fine. I'll be your new mother from now on. You can call me Silver Streak." I put my hoof to the glass.

His hoof reluctantly touched the area mine was touching. He seemed uneasy, but he repeated my name, as if to test its quality in his on voice," Silver Streak..."

"Your name?" I smiled.

"Filthy Rich..."

"I see...when the time comes Filthy, you wont need to be rich at all. Money and power don't mix were we're headed...Go, wait for me, but spread my influence as subtly as you can...understood?"

Filthy nodded his head yes," I have one question Silver...I wont have to kill will I?"

I smiled wide, I almost wanted to laugh, for his sake though..." Only if something goes wrong. You'll know what that is when it happens. But in any event, use your best judgment and don't get caught, is that all dear?"

"Yes Silver...I'll get started then..." Filthy started to back away but he couldn't break eye contact. I continued to stare as he went up to reach the exit. My hold on him was stronger than expected, I could still feel his shame and interest as he left the building through a checkout.

"Was that your plan?" Thread said aloud," That's just one guy, what's he gonna be good for?"

"Yeah, what good is he exactly, Its not like he can take on royal guards if he every got in trouble," Mouse added in after Thread.

I understood their concern, they all were asking that same question. But the reason I trusted him to be enough, is because he has also been touched. A demon left his mark on him. He'll be my incubus...maybe he could...possibly..."Don't worry, we're finished here anyhow so lets just drop it for now."

They all agreed, I gave them a warm smile and started fro the doors.

Wait aren't the doors locked?" Butter pointed out," We have to wait on that stupid bitch do we?"

"Stupid Bitch! Where!" Upper Management appeared next to Butter without any of us realizing it. She busted out laughing when she saw the mortified look on her face," Hahaha, sweet Goddess, you should have saw you face Butter shit! Its quite priceless...Anyway, to business..." The crazed mare trotted to me." You know, I spent a lot of time, and invested lots of money into this little project. The first thing you do, and I should have seen this coming, is have a giant orgy on my new bleachers! Your one piece Silver....*sigh* Although a deals a deal...get the fuck out..."

The doors unlocked and Upper Management Vanished again. I guess that did turn around in my favor after all...Now, its time I showed the mares who runs the prison...I've got some work to do...