Elements Of War [OLD]

by Pinkamena666

First published 3rd of December, 2013

The Mane 6 go on adventures in a series of sexy, post-apocalyptic adventures in a futuristic world.

WARNING: EXCESSIVE, GRAPHIC SEX AND AWESOME ACTION AHEAD!!!

From the creator and a co-writer of "MLP Anthro Party"...
After a catastrophic event, little more than half the world has been left a wasteland. Those who fled in time have found refuge in nearby forests. 5 years later, space travel is discovered and those wishing for a new start now have their chance on nearby planets. The planet itself is now known as Equestria and the Mane 6 have dedicated themselves to protecting the areas from those wishing to cause harm and destruction.

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~EPISODE PLOTS~
SPOILER WARNING!!! ALL BLACKED OUT PARTS ARE SPOILERIFIC!!! ONLY UNVEIL THEM IF YOU HAVE READ EVERYTHING UP TO THAT POINT!!!

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101 - "Elements Of War (Part 1)" - The Mane 6 are now the Mane 5 as the group attempt to eliminate the creatures who have inhabited the destroyed half of Equestria while trying to get their former teammate Pinkamena to rejoin them. To shake things up a bit, AJ gets injured in a fight with Pinks and a new, mysterious mare teams up with the Mane 5...

102 - "Elements Of War (Part 2)" - After teaming up with Midnight, the girls set out to defeat the last of the Skrawls. Only things are about to become more complicated...

103 - "Tremors" - coming soon

101 - "Elements Of War (Part 1)"

It was a normal day in post-apocalyptic, futuristic Manehattan. The year was 2022, and the Mane 5 were in a bar which they visited on occasion, sitting at the table which they normally sat at. Dash got up and went to the counter to get more drinks. Applejack sighed and leaned back in her chair, her heavy two-handed ax leaning against the wall nearby. She was wearing her cowboy hat, cowboy boots, torn jeans shorts and a checkered shirt that's knotted together on her chest. She also wears fingerless gloves in the color of her skin. They're out of leather and have metal plates to protect the knuckles.

"Ah really wanna know why Pinkie left us..." she mumbled as she took the last gulp of her mug of hard apple cider.

Dash, who wore a black tank top and black shorts with a sword sheath on both hips, came back and set a drink down in front of Twilight before kissing her cheek. "Don't worry about it, AJ," she said, taking the seat next to Twilight. "We've been doing fine without her..."

Rarity nodded in agreement and took her glass of wine. "Right, Darling, we don't need her. If she wants to be alone, we can't stop her," she stated and huffed at the end, obviously not okay with Pinkie's decision. She was wearing a feather hat in rose along with a matching and elegant looking top. She also wore a white skirt that is slightly see through and reaches down passed her knees and is partially open in the front. Beneath it she wore tight, high stockings in rose and a darker shade for her high heels.

Twilight shook her head and brought her hand down on the table with an loud bang. "Guys! Can you please stop that? Of course, we did just fine up to now, but we're still Pinkie's friends... Even if she sees it differently," she said in a upset tone. The purple mare was wearing a dark purple hoodie which revealed her belly, fingerless black gloves and camouflage baggie pants.

Dash smiled and patted her shoulder. "You're right... But you saw her when she left. Getting her to come back won't be easy. Maybe even impossible."

Twilight looked at Dash and sighed before slumping down on the table with her arms crossed under her chin. "I know... but we have to try it."

Dash nodded. "Okay... We'll try..."

Rarity nodded, too. "Right, we have to at least try to get her back."

Applejack just huffed and got up, heading over to the bar to get a new mug of apple cider.

Dash rubbed Twilight's back. "I'll go with you first thing tomorrow... even if no one else will go, okay?"

"Thank you Rainbow, I appreciate it a lot." Twilight said and leaned in, kissing Dash's cheek.

"Well, I will go too of course," Rarity stated and smiled. "We are all friends after all, right?"

Fluttershy smiled. "Me, too." The yellow mare was wearing a short green skirt and a white sleeveless t-shirt.

"Yeah, Ah guess Ah'll go too," Applejack threw in as she came back to the table with a sigh, sitting back down in her chair and setting her mug in front of her.

Dash smiled. "So, it's settled then. Tomorrow, we go see Pinks."

Twilight smiled. "Thank you all, guys. I know we can get Pinkie Pie back."

Applejack sighed. "Ah sure hope so..." She then raised her mug and took a few gulps.

Dash smiled and was about to take a sip of her own drink when their was a scream outside. Dash stood up and put her hands on her sword handles. "Hear that?"

"It came from outside!" Twilight said and got up herself.

AJ jumped to her feet and grabbed her two-handed ax that leaned against the wall. "Do ya think it's them again?" she asked.

Fluttershy slowly stood up. "Duty calls," she said, slowly walking to the door and opening it.

Outside, a mare was pinned down by a large hairy creature of some kind. Looked like a cross between a bat and a lizard. It was black and fury with the wings of a bat and body of a snake. It also had legs like a lizard and a mouth like a snake. It snarled and hissed as its tail wagged back and forth violently.

Shy just stared at it. "Wh-What is that thing?"

Applejack got out and next to Shy, looking at it. "Ah don't care 'bout what that thing is. Ah just know we don't have time ta fool around."

Twilight quickly raised her hands as her eyes began to glow. "I'll pin it down!" she said to the others as tentacle-like plants grew out of the ground next to the creature and the mare beneath.

The tentacles quickly wrapped around the beings jaw and neck as well as it's wings and the middle of it's body. The mare took this opportunity to slide out from under the creature and run away. Dash darted between the two mares and pulled out her swords, holding the left one backwards as she charged the creature.

Rarity had grabbed her bow and was aiming, giving Rainbow Dash back up just in case. Dash leapt into the air and swung her sword as the creature broke free of Twilight's vines and whipped her with its tail. She let out an "oof" as she was hit in the stomach, knocking her to the ground. Fluttershy gasped as she reached behind her in her hair and threw a small dagger towards the creature. It dodged it and hissed at her as she began throwing a countless number of knives at it. It held out its wing as some hit it.

The creature let out a screech as Shy gasped in triumph. "I damaged it!"

Applejack dashed toward the creature, holding her big and heavy ax behind her, ready to swing it as Rarity fired a few arrows at it. Only they were blocked by it's wings.

"Damn varmint!" Applejack growled as she swung her ax, but was too slow and the creature dodged it, swiping AJ's back with its tail and making her fall face first to the ground, groaning in pain.

Fluttershy gasped and ran over to her. "You okay?"

Applejack got up slowly, groaning. "Ah'm fine, sugarcube," she said. "We need to cut its wings off."

Shy nodded and looked over at Rainbow Dash. She ran over to her and knelt down. "Dashie. Its wings."

The cyan mare nodded. "Yeah... Got it." She then took off with both swords drawn as the creature swung its wing.

Dash did a power slide under it and she swung her sword at it. The creature let out a screech of pain as the sword cut a big slit in the wing.

Twilight quickly ran over to Rarity. "I'll enchant your next arrow. Make it count," she explained.

Rarity nodded and aimed at the creature. "Okay, I got it," she said as Twilight cast her spell.

The head of the arrow began to glow and formed a crescent-like blade. The fashionista then fired at the beast, it dodged the arrow but due to the blade it cut it's right wing's tip off, making the creature screech again in pain.

Dash took this opportunity to cut the wing off at the base, making the creature screech louder. It whacked her hard in the stomach, knocking her back. "Damn..." she wheezed, realizing just how hard the creature could hit up close. "Don't get... too cl... too close..." she wheezed.

"Rainbow! Are you alright?" Twilight asked worried as Applejack run towards thee creature, throwing herself between RD and the beast as it whipped again, but Applejack managed to block it with her axe, the force still strong enough to push her backwards a few feet. "Darn it! This thing sure is strong." she mumbled through gritted teeth.

Fluttershy circled the creature, throwing her knives at it as some hit it while some were blocked by its other wing.

Applejack looked over her shoulder at Rainbow Dash. "Ah think we should attack it together," she stated, raising her heavy ax before her.

Dash coughed and nodded. "Yeah," she said, standing up and readying her swords as she stepped up to AJ.

"Okay, then, sugarcube. Get ready!" AJ growled as she readied her ax. "CHARGE!" she yelled as she took off towards the beast. Twilight and Rarity had another blade arrow ready in case AJ needed back-up.

Dash ran beside her friend as the creature turned to face them, hissing as its one remaining wing was out by its side.

AJ jumped in the air and swung her ax in a downward motion. The blade of her ax hit its head right in the center, splitting it in half.

"Gotcha!" the farm mare exclaimed as she landed on her feet in front of the creature, her ax smeared with its blood as well as her face.

Dash slowed down as she walked up to it. She then stabbed her right sword into its head, directly between the eyes. "Can never be too sure."

"True. Better cut its head off, RD," AJ replied and turned to the others.

Twilight and Rarity slowly approached them, eyeing the dead creature.

"What in the world is this thing?" the fashionista asked.

"I don't know but, whatever it was, it was very aggressive and strong," Twilight replied.

Dash raised her swords and lobbed its head off before wiping her forehead with her arm. "We have to clear this mess off the streets."

Twilight sighed. "Seems that way. Well, we could take its body out of town to the fields and burn it there," she stated and Applejack nodded, buckling her ax to her back and grabbing its tail. "Let's get this mess outta here."

Dash looked at Twilight. "Could you carry the wing we cut off with your magic?

"Sure, no problem," Twilight replied and nodded.

She raised her right hand and aimed her palm at the wing. It began to glow in a pale purple aura as it began to float. AJ huffed as she began to drag the dead body towards the fields. "It's mighty heavy." she grunted.

Dash nodded and pulled with her. "Sure is. Hope there's... no more..."

The group slowly made their way out of town, approaching the fields.

"We are here. Just lay it down on the field and take a few steps back. I'll burn it," Twilight said as she let the wing drop to the ground.

Dash let go and joined Fluttershy as they watched.

Applejack let go as well and got over to Rarity as Twilight nodded.

"Okay then..." She raised both her hands and closed her eyes. As she opened them again they were glowing white and the air around the dead creature's body began to heat up before it suddenly burst into flames.

Dash looked at Twilight. "Shall we head back now?"

"Yes. Just let us hope that this one was the only one in town," the purple mare replied and went over to Dash.

Dash nodded. "I think we'd have heard it if there was."

"Alright, then. Ah'll head back, too," Applejack said and turned around, leaving the group while waving goodbye.

Twilight got close to Dash and hugged her. "Let's head home, too."

Dash smiled. "Let's." Fluttershy turned from the fire and walked away. "I'm gonna head back, too."

Rarity turned to leave as well. "I will see you tomorrow, girls," she said as she waved goodbye as well, heading towards her home.

Dash put her arm around Twilight. "Come on," she said, heading back to their home.

Rainbow opened the door to the bedroom with a sigh. "Finally some peace..."

"Yes, some peace..." Twilight mumbled quietly as she entered the bedroom. She seemed like something was bothering her.

Dash pulled her tank top off, now standing in her blue bra. "Something wrong?" she asked, tossing her top into the hamper.

"Well..." Twilight stopped and slumped down on the edge of the bed, looking at the floor. "You saw how much trouble we had with that thing this evening..."

Dash slid out of her shorts, now in her blue panties before sitting down beside Twilight. "And you think... we may need Pinks more than we think?"

Twilight nodded. "Yes, we do... I mean, tonight it was just one. But, what if the next time we have to fight more of them?" she asked and looked up at Dash with a worried look.

Dash sighed. "Then... we need to try our best tomorrow, huh?"

Twilight nodded. "I guess so..." she said and leaned in to Dash, hugging her softly.

Dash hugged back. "You know it won't be easy, right? Pinks is... sorta a wild card."

"I know... but... we really need her, Dash..." Twilight replied and looked up at the cyan mare.

"We'll get her back. I mean... she's a great fighter... Great with guns... not so bad with a blade..."

Twilight sighed. "Yeah... but I think I need to get my head clear for now... or else I won't be able to sleep tonight," she mumbled.

"Need help relaxing?" asked Dash.

Twilight blushed lightly and nodded. "That would be great." she said softly.

Dash smiled and rubbed her cheek. "Turn around."

The purple mare smiled and turned her back to Rainbow Dash, still sitting on the bed. The cyan mare put her hands on Twilight's shoulders, rubbing them.

"Ohhh... This is great," Twilight moaned out, her shoulders slowly relaxing as she sighed contently. "You're so good at this, Rainbow..."

"I practiced just for you, ya know..."

"Really? Just for me?"

"Of course. I was terrible at this before we started our relationship."

Twilight chuckled. "Well... you are great at it now. I have to repay you for this. Maybe I'll practice massaging, too," she replied and moaned softly as all her tension slowly faded away.

Dash smiled and removed her hands before sliding them up under Twilight's shirt and rubbing her bare shoulders. "This is better, yeah?"

"Oh yeah... much better." The purple mare moaned and tilted her head slightly back, enjoying the massage.

"And your skin feels nice as always."

Twilight blushed. "Thanks... Hmm... Feels really good..."

The purple mare unzipped her short hoodie and took it off, throwing it aside and revealing a very dark, purple bra. Dash nuzzled the back of Twilight's neck as she rubbed.

"Hmm... I could get used to this," moaned the purple mare with a smile as she reached her arms up and behind herself, running her fingers through Rainbow Dash's mane.

Dash smiled and slowly moved her hands to the back of Twilight's bra. "May I?"

Twilight giggled softly. "Sure."

The cyan mare undid the strap before undoing her own. She then put her hands on Twilight's shoulders and slid the strap down her arm before lightly kissing her right shoulder. "Remember when... we were just... friends?" she asked between kisses.

"Hmmm... Yes... Why?" asked Twilight softly between coos as she felt the mare's soft lips on her shoulder.

"Look at... how far we've... come."

Twi chuckled softly. "I know what you mean Rainbow..." she said softly and gently grabbed the cyan mare's hands, placing them gently on her soft breasts. "I love you so much... Dashie."

Dash rested her chin on Twilight's right shoulder, her bare breasts pressing against the purple mare's back. "I love you, too, Twi," she said, lightly squeezing her marefriend's mounds.

Twilight moaned softly. "Hmm... It feels so nice," she cooed softly and rubbed her palms over RD's hands while the mare squeezed her soft mounds.

Dash laid down on the bed on her side, gently taking Twilight down with her. She then used her right hand to slip out of her panties. Twilight giggled in a playful manner and rolled onto her side as well, watching Ranbow taking off her panites with a faint blush.

"You look so... sexy, Dashie," she said softly and placed her right hand on Dash's side, slowly trailing it down her hip and thigh and back up.

"You, too... Now, why am I the only one who's naked?"

Twilight chuckled. "Maybe because you are the fastest mare in Equestria?" she asked, joking and poking her tounge out.

Dash quickly gave it a lick. "Got that right."

Twilight blushed lightly and giggled. She then grabbed her belt and undid it slowly as she licked her lips. "I think you could help me... Dashie," she said playfully and rolled onto her back, raising her flank a bit so Dash could remove her pants.

The rainbow-maned mare smiled and slowly slid them off. "Mmm... You have... the hottest ass I've ever seen..."

Twilight smirked as she sat up, bringing her face close to Rainbow's. "Does that mean you never use a mirror?" she asked and winked.

"Oh, you..." said Dash with a smile before sliding Twilight's panties off, trailing her hand down the mare's leg as she did so.

She then giggled as she got on top of Twilight and laid down on top of her. She grabbed Twilight's left hand and interlocked their fingers. "You know, there's... no one I'd rather be with than you."

Twilight giggled and squeezed Rainbow's hand lightly as she looked up at her. "I couldn't think of anyone else to be together with too, Dashie. Even if you did call me an egghead at times," she said softly and made a cute pout, teasing the cyan mare.

Dash chuckled and ran her fingers through Twilight's mane. "The sexiest egghead I know."

"I love you so much. You always get me to smile" Twi said softly and layed her free arm around Dash's neck, pulling her down into a soft kiss.

Dash kissed back, rubbing Twilight's cheek. The purple mare moaned softly into the kiss and slowly slid her tongue in between RD's lips. Dash licked it before slipping it into Twilight's mouth. Twilight kept the kiss going as she rubbed her own tongue along Dash's. She then gently slid her hand down the cyan mare's back and she kept inching her hand lower. Dash let out a soft moan, feeling Twilight's hand slip lower.

The mare then, rested her hand softly on Rainbow's butt cheek, squeezing it lightly as she broke the kiss gently, panting a little. "You are so sexy, Dashie." she whispered in a sensual tone.

"Oh? Is it my... silky... rainbow hair?" asked Dash, shaking her head lightly as her hair flew back and forth gently.

Twi chuckled at this. "That, too. I love the colors of your hair, but... I actually meant your body and your voice," she said, a small blush appearing on her cheeks.

The mare giggled. "I like your voice and body, too. And back on the subject of hair... that pink streak in your hair..." she said, trailing the highlight with hr finger. "That's sexy, too."

"Hehe... Oh, Dashie... I never thought you'd be this cute... back when we were just friends..." Twilight said and kissed the cyan mare's cheek.

"Yeah, I... only show my sensitive side to those I'm intimate with. So, the only one who knows me this way is... you."

"I love this side of you. You should try to show it to the others as well, but I guess you're as shy as Fluttershy when it comes to that, right?" Twilight asked teasingly.

"I just... wanna look tough for the others, ya know... But, I guess I could... lighten up a bit..."

Twilight smiled, understanding. "You don't have to, Dashie... Besides, I know that AJ would probably tease you for it and I know what happens when you two start to argue and fight," she said with a soft chuckle, trailing her hand back up on the cyan mare's back and then slowly sliding it to Dash's side.

"Yeah... Who knows, though... Maybe one day..."

"Maybe," Twilight smiled and trailed her hand to Dash's breasts, gently rubbing the left one. "I love you the way you are, Dashie."

Dash smiled and rolled off Twilight, laying beside her on her side. "Mmm... Then, I promise not to change."

Twilight rolled onto her side, facing RD. "So, want to go a little further tonight?" she asked sensually as she trailed her hand slowly down between the cyan mare's legs, smirking,

Dash grinned. "I know what you want," said Dash, gently gripping Twilight's left breast.

The purple mare moaned softly and smiled. "You do?" she asked, smiling sensually as she rubbed between Dash's legs.

The next day was quiet and gloomy. Twilight and Rainbow were slowly approaching the path that led down to Pinkie's home as Applejack and Rarity catched up to them. "Hey there Twi, RD. Ya'll ready?" The farm mare asked.

"Yeah, but..." said Dash, looking around. "Where's--"

"I'm here!" called a soft voice as Fluttershy ran up behind them. "Sorry... I had to find enough courage to come. You know how scary she can be, right?"

AJ smiled and placed her right hand on Shy's shoulder. "Don't'cha worryin' yer little head 'bout it. Ah don't think she'd start a fight with us just because we're askin' her to come back."

"Still... She gives me the creeps." Dash smiled. "I'm sure it's gonna be just fine."

Twilight sighed as she looked down the path to Pinkie's house. "I hope so."

Rarity smiled. "Oh, come on. There is no use in standing here and waiting," the fashonista said and slowly started walking down the path.

Twilight and Applejack followed her. "She's right." the purple mare said.

The others followed, Dash with one hand on her right sword just in case.

"Ya nervous, sugarcube?" Applejack asked the cyan mare as she noticed this.

"Just a precaution. This is Pinkamena we're talking about."

"Ah know, RD, but think about it... She'll see ya ready ta draw yer sword and may think that ya don't trust her anymore... Ah think--"

AJ was cut off by Twilight. "We're here, girls." she said as the group stood infront of the drawbridge that was pulled up.
Pinkamena owned a two-story house with a personally-dug pit surrounding it. A drawbridge connected the two pieces of land. Also, the land the house is on is big enough to walk around like a little island. Next to the drawbridge was a hand scanner. Back when the girls were a team, all their handprints would make the drawbridge come down.

Rarity approached the hand scanner. "I don't think our hands will work anymore, huh?" she asked, unsure.

"I don't think so either," stated Twilight.

"Come on, ya two. Ya never know," Applejack said and placed her right hand on the scanner.

It made a low hum before beeping twice, the drawbridge slowly lowering.

"Huh... She left our prints in the scanner..." said Dash.

Applejack smiled. "Hoo whee. What did Ah tell ya girls? She's still trustin' us," she said.

Twilight frowned at this. "I don't know. I still don't feel like cheering in victory just yet," she stated as she approached the bridge.

Dash tapped it with her boot. "Hmm... Come on, girls," she said, slowly walking across with Fluttershy close behind her.

Twilight, Rarity, and Applejack followed closely as well. "I hope she's home right now," Rarity mumbled.

Dash approached the front door and knocked. "When there was no answer she opened it, stepping inside. "Hello!" she called. When there was no answer again she looked around. To the left was a staircase that led up. In front of them was a hallway that led to the kitchen and on the right was a doorway that led to the living room. "Twilight. Why don't you check the kitchen and Shy check the living room. Rarity and AJ will come with me upstairs. She's gotta be here somewhere... I hope."

"Alright, then, girls, call out for us when you find her." Twilight said and made her way over to the kitchen, following the hallway. Rarity and Applejack followed Dash upstairs.

Shy made her way into the living room. "Hello?"

Dash looked around upstairs. "All right... AJ, check the guest bedroom and Rarity, check the master bedroom."

Rarity nodded and went over to the master bedroom door, opening it slowly. "Ah don't know RD. Seems like she's not at home to me," the farm mare said as she walked over to the guest room.

The kitchen was dark as Twilight entered. She could hardly see a thing.

Twilight squinted her eyes. "Why does it have to be so dark in here?" she asked herself quietly as she lit up her horn so she could see.

Just then a bullet shot passed her face and hit the wall to her left.

Twilight was startled and her light spell stopped as she fell on her butt. "AHHH!" she screamed in shock.

AJ turned around as she heard the scream, grabbing the handle of her ax. "Ya'll hear that? That's Twilight!" she said and ran over to the staircase.

Rarity left the master bedroom and followed quickly. Dash let out a gasp and pulled out her swords, following AJ and Rarity.

Fluttershy let out an "Eep" as she ran to Twilight's aid.

"P-Pinkie?" Twilight asked, shocked. "Wh-Why did you shoot at me?" she asked into the darkness, lighting up her horn again.

Applejack and Rarity had made their way down the stairs and into the hallway. "Twilight!" they exclaimed as they approached the kitchen door, meeting Fluttershy there.

The pink mare was seated at the far end of the table with her feet up on it. She had black leather suit that covered all but her head. She also had on black boots. She was silhouetted in shadow but her eyes were clearly visible. "Well well well... Look who decided to pay a visit..."

Twilight slowly got up and dusted off her legs. "Pinkie! Why did you shoot at me?" she repeated her question as Applejack and Rarity entered the kitchen as well.

The fashionista then switched the lights on.

The pink mare got up and placed her hands on the table. "Why are you here? I thought I told you girls that I wanted to part in your little club," she spat.

"Pinkie, look, it's not the time for this. We really need ya back. First off, we're yer friends and second, yesterday we had an encounter with a weird creature that attacked a mare in town," Applejack said and approached the pink mare slowly.

Pinks narrowed her eyes. "A weird creature, huh?"

Rarity nodded. "Yes, it was gross," she said.

"That's not the point. We want you back, Pinkie. We are all friends. I don't understand what makes you think differently," Twilight said, looking at the pink mare with concern in her eyes.

"Because you slow me down. I'm better off by myself," she said, heading to the fridge next to the table and opening it. She leaned in to look inside, her long hair blocking her face from view. "I suppose the civilized thing would be for me to offer you girls a drink. Thirsty?"

Twilight sighed and shook her head. "Pinkie... Look... Friends are helping each other, and that thing-- that creature that we fought yesterday, it was really strong and evil. Even you would've had a problem beating it alone... And what if there are more of them next time?" the purple mare explained.

Pinks pulled out a bottle of hard cider and popped the top. "Fight harder."

Applejack grit her teeth in anger. "Why are ya treatin' us like that? What did we do to ya? Just because ya think we'd slow ya down? Pah, ya wouldn't stand a chance against one of these things alone!" the farm mare spat out.

In the blink of an eye, Pinks had a gun drawn on AJ. "I'm faster than you think," she said, taking a sip of hard cider.

Applejack growled as she brought her fist down on the table, the wood creaking. "Yeah, yer maybe faster with that gun of yers, but in a fight with just yer hands ya wouldn't stand a chance against me," the farm mare growled out.

Twilight gasped. "AJ stop!"

Pinks narrowed her eyes and lowered the bottle, her finger slowly squeezing the trigger.

Applejack began to sweat as she noticed Pinkie starting to pull the trigger. "Ya really so scared of a fight, one on one against me, that ya would shoot me, sugarcube?" she asked, trying to play cool.

Pinks hesitated before pulling the trigger all the way.

"PINKIE!" Twilight and Rarity yelled and closed their eyes in shock.

A loud click sounded which meant that the gun wasn't loaded.

Applejack's eyes had widened at this and she sighed relieved. She could've sworn that her heart stopped beating for a moment.

"Y-Ya really think... yer hot stuff with those shitty guns of yers, huh? I challange ya to a fight against me. Come on, missy. No weapons and we'll see..." the farm mare said nervously.

"Applejack! Enough..." Twilight said worried.

Pinks grinned and holstered her gun. "Really wanna get the shit kicked outta you that badly, huh?"

Applejack grinned back. "Ya really think ya could keep up with me? Ya know how strong Ah am," the farm mare replied.

"R-Rainbow! Do something!" Twilight said, worried, grabbing the cyan mare's left hand as she looked up at her.

Dash looked at her before sighing. "Applejack," she said sternly. "Let it go."

The farm mare grolwed. "No, Ah ain't! Here we are, asking her, OUR FRIEND... to help us-- To come back to us... and she's treating us like we'd slow her down? Ah say she needs teh learn a lesson about friendship the hard way, and know what?" Applejack paused and then eyed Pinkie again. "Let's make a bet... If Ah win, ya'll come back to us. If you win, we'll leave ya alone. What'cha say?"

"Ah say... yer on," said Pinks in a southern accent.

Applejack smiled broadly. "Then move yer fat pink butt out. Ah'm waitin' on yeh," AJ said and left the room, heading for the door as she grabbed her ax. She took it off her back and leaned it against the wall next to the door as she stepped out.

Twilight groaned and went over to Pinkie. "Why did you have to agree to this bet? Pinkie, we are your friends. I am your friend! I don't want to see you get hurt!" she said, desperately hoping she could avoid this fight.

The pink mare smiled at her. "I'm not gonna get hurt, Twi," she said before walking passed her and following AJ outside.

Twilight dropped into a chair at the kitchen table. "Why do they have to be so stubborn?" she asked as tears welled up in her eyes.

Rarity went over to Fluttershy. "I think we all should go outside as well. We need to keep an eye on them. If we can't stop them, we have to at least make sure they're not hurting each other badly," the fashionista said.

Applejack was standing in front of the house, cracking her knuckles as she waited for the pink mare. "Can't wait at all..." she mumbled with gritted teeth.

The pink mare walked passed her and over the drawbridge, heading into the field.

Rainbow Dash went over to Twilight and knelt down. "I'm sorry, Twilight. But... maybe they have to settle this. I mean AJ's a good fighter but Pinks is well-rounded. Who know? Maybe she's been practicing while she was away. I guess what I'm trying to get at is... it could go either way. And we need to be there for them in case they take it too far, yeah?"

Twilight nodded. "I guess you're right." The purple mare then got up and hugged Dash. "I just hope this doesn't turn out too badly." she said.

Applejack followed Pinkie to the field. "Ready teh get yer pink flank get kicked to the moon?" she asked with an grin as Rarity and Fluttershy stood outside at the front door of the house.

"I simply can not understand why they have to fight," the fashionista stated, annoyed.

Pinks undid her gun belt and dropped it to the ground before sliding her sword out of the sheath on her back and stabbed it into the ground. She then took a few steps forward, away from her weapons. "Ready?"

Applejack raised her fists. "Ready when yeh are, sugarcube," she said with a grin.

The pink mare ran up to her and swung her fist.

Applejack's eyes widened and she quickly raised her arms to block Pinkie's fist. Darn it! She's fast! the farm mare thought surprised.

The pink mare then swung her other fist low towards AJ's stomach. The farm mare quickly jumped backwards to dodge the blow. She then lunged forward and swung her right fist toward the pink mare's stomach with all her power. Pinks grabbed it with her left hand and countered with a punch from her right towards AJ's cheek. The farm mare grunted in pain and growled. "Yer damn fast... fer a pink wuss!" she growled. She then reached her free hand behind Pinkie's neck, grabbing hold of the back as she brought up her right knee to the pink mare's stomach. The pink mare let out a grunt before grabbing the leg and flipping AJ over. AJ landed on her back with a small grunt before rolling backwards and pushing herself back onto her legs in a swift motion.

"Ah'm impressed. Ah didn't think Ah'd need teh give it mah all to beat ya up," she said as she stood there, her hands raised and waiting for the pink mare to charge.

Pinks smiled and ran at her, dropping to the ground and swiping a leg at Applejack's.

"Wah!" the farm mare exclaimed, stumbling backwards to dodge the pink mare's leg. This caused her to loose her balance.

Pinkamena took this opportunity to lunge at her.

"Shit!" Applejack raised her arms to block as she noticed the next blow of Pinkie would definitely hit her. This made her trip and fell onto her back.

The pink mare pinned her to the ground and gripped her arms before pinning them, too. "I always figured you to be the one on top, AJ."

Applejack growled and pushed Pinkie's hands up with her arms. "Yeh forget one thing, Pinky! Ah'm way stronger than ya!" The farm mare grunted and swiftly twisted her hands so that Pinkie lost her grip on them. She then grabbed the mare's arms at the elbows, thrusting her hips upwards so she could bring her knee between herself and the pink mare.

The pink mare glared at her. "We'll see..."

AJ then let go of the pink mare's arms and rolled to her feet, standing up quickly and turning toward her. "When Ah'm done with yeh, the only thing ya'll see are stars!" she said angrily.

The pink mare stood, too. ""You talk a big talk... but you're nothing."

"Ah'm nothin'? A friend's nothin' fer yeh?! I swear to ya, if Ah get to hit yeh just one time with all mah strength, ya won't wake up fer weeks!" the farm mare growled and charged, raising her right hand to next her head. She planned on putting all her strength into this blow.

Pinks pulled her leg back and kicked AJ in the stomach as hard as she could. Applejack grunted but kept moving forwards, pushing Pinks' leg with her stomach as she swung her right arm. The blow just missed Pinkie's head by half an inch, but the pink mare could feel the blow in the air as her hair began to wave slightly.

"Darn... it!" the farm mare groaned as she dropped to her knees and grabbed her stomach.

Pinks grinned. "Get up, AJ!" she yelled, kicking her in the side, hard.

AJ grunted in pain and rolled onto her back from the kick. "Shit!" The farm mare coughed up some blood. The last kick from the pink mare had hurt her badly. "Seems... like it wasn't a good idea... putting all mah hope... in just... one blow," she thought as she tried to roll onto her hands and knees, trying to get up again.

Pinks eyed the blood and sighed, holding out her hand to help her up. "Don't get the wrong idea, AJ..."

The farm mare eyed the hand, holding her stomach with her right hand as she reached her left out to grab it, huffing. The pink mare helped her up and used her own body to support her. Applejack looked away from her as she gritted her teeth.

"Darn it... Yeh were just... lucky mah last blow... missed yer head..." she mumbled, frustrated.

Pinkamena smiled. "We can get you fixed up back in my house... but then I want you gone."

"Ah don't need yer help! Ya know what? Actually... Ah really liked yeh back when yeh were the funny one, Pinks... Sure, yeh were annoying at times... but... yeh were our friend!" the farm mare groaned out and pushed the pink mare away from her, stumbling forward and falling to her knees.

Twilight gasped as she exited the house and saw AJ on the ground. Rarity just kept staring at Pinkie and Applejack.

"Look, AJ... I may not wanna be a part of your group... I may prefer it solo... but that doesn't mean I don't care when you're in trouble."

The farm mare glared at her. "Yeah? Well, where were ya yesterday, then? If ya care 'bout us, then help us!" she spat out and coughed again. A little more blood came out as she slowly and shakily got up to her feet. "Ya know? Ah would help yeh, no matter what, Pinks... but... Ah can't see how ya'd do the same fer one of us!"

"I'm trying to help you right now, AJ. I admit, that kick was a cheap shot but we were fighting. Now, let me fix it."

"Heh... Ya really think it's yer fault Ah was hurt that much from yer kick? Ah put everything Ah had into that last hit. It wasn't only the force of yer kick..." the farm mare replied, she then raised her hand to her mouth as she coughed again. Seeing the blood she sighed. "Ah galdarnit! Okay... Ah got it... Yer stronger," she groaned out, hating to admit this to the pink mare for she had been so proud about her strength.

Pinks put a hand on her hip and looked away slightly. "Yeah. I am... Now, you're really not gonna let me help you, are you?"

Applejack bit her lip as she looked away. "W-Would yeh help me, Pinks?" she mumbled, not quite loud enough for the pink mare to understand her words properly.

"What?" asked the pink mare, leaning in.

Applejack blushed in shame. "W-Would ya lend me a hand here? Ah... Ah really could use some help, Pinks," she repeated, louder this time as she groaned and dropped to her knees again.

Pinks knelt down. "Put your arm around me." The farm mare did so and looked away, feeling ashamed that she had to admit to the pink mare that she'd lost. "Now, come on," said the pink mare. "Let's go inside."

Applejack didn't say anything as she followed the pink mare, still holding her aching stomach.

"AJ! A-Are you alright?" Twilight asked, worried as she approached them.

The farm mare just looked at the ground as the pink mare walked passed Twilight, still holding onto AJ. The purple mare looked sad as she slowly followed them inside with Rarity close behind her.

Pinks led AJ into the upstairs bathroom and over to the closed toilet. "Have a seat."

The farm mare grunted in pain as she sat down, clenching her fists in frustration. "S-Still can't believe it," she mumbled through gritted teeth.

"You actually thought you could win?" asked Pinks, looking through the medicine cabinet and pulling out bandages.

"Ah was sure teh win... Why didn't mah last punch hit ya? Yeh would still countin' stars from it..." Applejack replied and huffed.

Twilight slowly entered the bathroom. "H-How is she, Pinkie?" she asked worried.

The pink mare eyed her as she went over to AJ. "I dunno. You got some kind of x-ray spell?"

Twi shook her head as a few tears appeared in her eyes. "N-No, but... m-maybe Fluttershy c-could take a look. She may be able to... f-feel if something's broken," she mumbled as she wiped her eyes with her hands.

Dash stepped up behind the purple mare. "Twi?" she asked, concerned and hating to see her mate upset.

The pink mare looked at AJ's stomach. "I'll need you to take your shirt off."

Applejack sighed. "Ah got it." she said and undid the knot of her red and white checkered shirt, exposing her bare breasts with an small blush.

Twilight turned to Dash, her head low as she sniffled. "Where's Fluttershy?" she asked softly.

"Shy's downstairs. Worried," said Dash.

"D-Do you think... she could come here to check on AJ?" Twi asked. "I don't know how much Pinkie know's about anatomy and stuff." She sniffled again, hugging Rainbow as she was about to cry.

"I will get her," stated Rarity, and made her way downstairs.

Dash nodded and kissed Twilight's cheek.

Pinks touched AJ's side gently. "Hurt here?"

Applejack hissed slightly. "A lil' bit," she replied.

Pinks took her hand away. "I see bruising. Won't know if I broke anything until Shy gets here.

The farm mare sighed. "Ya know pinks?..." she stopped and slowly looked up at the pink mare. "Ah'll miss the time where we just hung out together..." the farm mare said with a small smile.

Pinks looked her in the eyes briefly before returning her gaze to the farm mare's waist. "At the time... I enjoyed it, too... Then, the world went to shit and only the strong survive." She placed her hand on AJ's stomach and rubbed it with her index finger. "Ever been to the Forbidden Zone?"

Applejack hissed as Pinkie touched her stomach, right on the spot where Pinks' kick had hit her. "N-No Ah haven't," she replied.

"Fluttershy? Where are you?" Rarity called out as she was looking downstairs for the timid mare.

She found her sitting on the couch. The yellow mare looked up at her. "How is she?"

Rarity's ears drooped slightly. "Well... we need you to check her, Fluttershy, seems like they overdid it." the white mare mare replied.

Shy nodded and stood. "Okay..."

"Well, we keep to our half of Equestria... and the monsters stick to theirs." Pinks eyed AJ's breasts. "They're big, ya know..."

Applejack tilted her head slightly. "The monsters?" she asked, blushing as she noticed the pink mare's stare on her bare tits.

Pinks smiled. "Yes... The monsters," she said, looking up at AJ. "Snake-like creatures with bat wings. Seen any?"

Applejack's eyes widened. "We... just killed one of these things yesterday!" she replied hastily and then groaned again, holding her stomach. "Darn it."

"There's more. Lot's more." She smiled. "You were always a looker, AJ... We could've had something," she said teasingly.

The farm mare blushed deeper and raised her hands to cover her tits but she hissed and lower her arms again from the pain. "Wh-What are ya talkin' 'bout?" she asked nervously.

Pinks giggled, seeing AJ try and cover up. "Don't worry. I'm not gonna rape you, AJ. I'm trying to help you."

Applejack was still blushing deeply and looked away as her nipples hardened from the teasing. Rarity poked her head into the bathroom.

"Ahem... I got Fluttershy," she stated.

Pinks smirked as she eyed the hardening nipples. Fluttershy squeezed passed the three mares and stopped, blushing when she saw AJ. She soon shook the momentary shock away and knelt beside her on the left.

"Doesn't look too bad," she said, leaning in. "Lots of bruises. You'll be in pain for a little while but then it should go away."

Twilight sighed, relieved. "Oh god, thanks," she mumbled and hugged Rainbow even tighter.

Applejack looked at Shy, crooking an eyebrow. "Ya sure, sugarcube? Ah feel like... this crazy pink mare has torn mah stomach into pieces," she asked the timid mare with a groan.

"It'll feel that way, yes. But there's no permanent damage."

Applejack nodded. "Okay, well, could anyone get mah shirt knotted?" she asked as she slowly got up to her feet, still holding her stomach.

Pinks turned her back to the others as she leaned in close to AJ's ear. "Gonna walk around with hard nipples, are ya?" she whispered.

The farm mare gasped and blushed hard as she stumbled away from her. "A-Ah d-don't know what'cha mean," she replied. shakily.

"Look down," said Pinks. "You'll get it."

Applejack hesitated but then looked down and gasped, quickly raising her hands to cover up her hard nipples. She grunted hard in pain and dropped to her knees. "Ahh, sh-shit!" she yelped out.

Pinks looked at the others in the doorway. "Could you girls excuse us?"

Rarity just nodded and left the room as Twi turned to Pinks and nodded as well. "Okay... Come, Dash. Let's wait outside," she said softly as she turned back to the cyan mare.

Dash left and Shy followed them, closing the door behind her. Pinks then looked back at AJ. "Okay... If you don't wanna walk around with hard nips, then let's do something about them."

Applejack looked up at the pink mare, blushing hard. "What are ya goin' teh do?" she asked with a small grunt.

She was still on her knees with her right arm covering her dangling tits as she supported her upper body with her left hand on the ground.

"Well, do you wanna walk around like that?"

"'Course not!" AJ replied and huffed.

"Then... will you allow me to help you? It won't mean anything. Just one mare doing another a favor."

Applejack kept blushing hard. "W-What e-exactly are ya talkin' 'bout? G-Gonna help me teh knot mah shirt?" she asked, getting nervous as she wasn't sure what the pink mare had in mind.

"No... To un-harden your nipples, silly."

AJ's eyes widened at this. "Y-Ya mean... TH-THAT?" she asked, slightly shocked at the offer.

Pinks smiled. "You're still uptight. You need to learn to loosen up. Have some fun just for the sake of having fun."

Applejack gulped and began to get more nervous. "W-Why... do yeh want to... do that? Are ya a filly fooler? Or do ya just want teh get even the last bit of mah pride crushed?" she asked nervously, feeling her nethers slowly heating up and getting moist from all the teasing.

"Well, I do appreciate a mare's body... but I also like a colt's... Anyways, back to y..." She stopped and sniffed before kneeling down. "What's that I smell?"

The farm mare looked at her crotch, ashamed as she noticed it herself. The scent of her arousal was in the air as her marehood dripped into her panties and shorts.

"N-Nothin'." AJ mumbled. obviously lying.

Pinks grinned. "Now, I know you don't wanna walk around like that, right?"

Applejack bit her lower lip and clenched her eyes shut in shame as she nodded.

Pinks placed her hands on AJ's shoulders. "Let me help you back onto the toilet seat, okay? Then, I can help you."

The farm mare nodded quietly and slowly got up, laying her arm around the pink mare as she blushed hard.

Pinks then helped her back up onto the toilet and then stood. Placing a hand on AJ's cheek, she smiled and rubbed gently. "Remember... Don't get any ideas of this meaning something."

"Y-Yeh teased me... Ah'm not havin' any Ideas... If it wasn't fer yer teasin' and all... Ah wouldn't be... ya know..." AJ replied nervously, her body shaking slightly as a small, wet spot slowly grew on her jeans' crotch.

Pinks reached down and lightly gripped AJ's right breast.

The farm mare gasped softly and looked at the wall to her right as she bit her lower lip.

"Embarrassed?" asked the pink mare, feeling the mare's breast while looking at her face.

Applejack stifled a small moan and looked at Pinks. "A-Ah'm.... just surprised yer... so helpful that yer even doin' that." she replied.

The pink mare smiled and leaned in, taking AJ's hard left nipple in her mouth and sucking it.

The farm mare gasped sharply and blushed hard at this, letting out a small moan. "Oh, mah stars..."

Pinks kept sucking, licking it with her tongue as she did. AJ tried her best to keep herself still as she bit her lower lip to stifle the next moan.

Pinks suddenly stopped and licked up to AJ's cheek. "You know, I... don't think your nipples should be our main concern at this point."

AJ panted slightly, her marehood had started to leak wildly from arousal. "J-Just try to... not be too good with that... 'cause it's really hard to not move already," she stated shyly.

The pink mare nodded, sliding her hand down AJ's chest and stomach and and slipping it in her pants. She maneuvered her way into AJ's panties and began rubbing her slit.

"Oh f-fuck!" the farm mare gasped and moaned out as her body went stiff as she felt her wet outer lips get rubbed. She could feel Pinkie's fingers sliding up and down between them.

The pink mare wrapped her left arm around AJ's waist to make sure she didn't move too much, her face near AJ's as she smiled. "Like it?"

AJ blushed deep red and avoided eye contact. "S-Stop t-teasin' me," she mumbled, ashamed as she tried to stifle another moan.

Pinks began rubbing a little faster.

AJ arched her back slightly and closed her eyes as she moaned louder. She tried her best to keep quiet so the rest of the group wouldn't hear her. She didn't know whether or not if they were still close to the bathroom.

Pinks pulled her hand out and gripped AJ's pants before sliding them down.

AJ panted lightly and looked down at Pinkie. Her face was still red as she wad the pink mare, spreading her legs slowly. "Don't get any wrong ideas yerself..."

Pinks set AJ's pants aside and then placed her hands on the farm mare's hips. "Don't worry... I'm just helping you." She then leaned in and began licking her former friend's slit.

AJ gasped and threw her head back. "OH, GOSH!"

Pinks giggled and stuck her tongue inside, flicking it around.

The farm mare moaned loudly, not able to control herself any longer as she enjoyed the pleasure of the pink mare's tongue inside her. Her legs were twitching slightly. "Y-Yer... r-really... good at this, Pinks," she moaned out.

Pinks began sucking before moving up to AJ's clit. While she sucked on that, she used her right hand to finger the mare's pussy.

AJ's body twitched in pleasure as she arched her back, grunting slightly as she felt the strong pain in her stomach but she could care less about that. "Oh shit! K-Keep goin'."

The pink mare used two fingers now and pumped faster as she gave the clit a few love nibbles.

Applejack gasped loudly and quickly brought her hands to her mouth as she let out a hearty moan as her pleasure raised fast. "HOLY COW! P-PINKIE!"

The pink mare kept it up as she reached up with her free hand and twisted AJ's right nipple.

The farm mare squirmed and shook in bliss as she came closer and closer to her climax. "P-Pinkie... A-Ah'm about teh... teh..."

Pinks move her mouth over the entire slit and continued licking the clit with her tongue.

"AH'M CUMMIN'!" the farm mare yelled and grunted as she arched her back hard, causing her strong pain as she squirted a few small bursts of her mare juice into the pink mare's face.

The pink mare kept licking, waiting for AJ's orgasm to end.

AJ bit into her right hand as she panted heavily through her nose, trying to keep herself from yelling more as her marehood twitched, dribbling her juices to the toilet lid wildly as her orgasm finally stopped.

Pinks licked up the juices form the sensitive slit and then stood, raising her sticky, wet fingers up near her nose. "Mmm... You taste... AND smell good..."

Applejack blushed as she watched Pinkie sniff her juices. Her legs were still shaking as she panted, still in the afterglow of her orgasm. "Y-Yer... n-not gonna tell any of the others 'bout this, right, Pinks?" she asked, sounding ashamed.

The pink mare licked her fingers clean before smiling. "Of course not."

"G-Good... N-Now, if ya'll excuse me..." AJ said and got up with a grunt, grabbing her stomach as she stumbled over to the bathroom door. She totally forgot about her pants and about her breasts still being exposed as she was still coming down from her climax.

"AJ..." said Pinks, placing a hand on her shoulder. "Aren't you forgetting something?"

The farm mare stopped and turned to Pinkie. "W-What do yeh mea-." She just then noticed her pants still laying at the toilet and she looked down, seeing her shirt still open. She let out a gasp and her face went crimson red in shame.

Pinks stepped up to her and placed her hand on her cheek. "I got you, AJ, okay? I'm not gonna let you do something like that."

Applejack looked into Pinkie's eyes, gulping slightly. "Wh-What do yeh mean... with not lettin' me do somethin' like that, exactly?" she asked shakily.

"Like what you were about to do. Walk out there naked."

"W-Well, th-thank ya, Pinks..." AJ mumbled, ashamed, and looked away slightly, scratching her cheek with her right index finger. "Y-Ya know? A-Ah... um... Ah... r-really..." she stammered cutely, but she felt too nervous to say what she had in mind.

"You really what?" asked the pink mare, removing her hand and heading over to grab the farm mare's pants.

"N-Nothin'... Nothin' important..." AJ stammered and turned her back to the pink mare. "Ah just wish yeh'd come back... Ah'll... No... We'll miss ya, Pinks," the farm mare said softly.

The pink mare stopped briefly before picking up the pants and standing back up. She then slowly turned to AJ. "I told you before... I prefer it alone..." She stepped up to AJ. "But... I guess I can let you girls hang out here sometime... if you promise not to try and get me to come back..."

Applejack sighed. "Well... Ah can't speak fer the others, but Ah learned my lesson today. Ah'm not gonna try teh get yeh teh come back," she replied weakly.

Pinks hesitated before setting AJ's pants on the toilet seat and gently wrapping her arms around the mare's waist and resting her chin on the mare's right shoulder. "AJ..." She let out a sigh. "Tell you what... Why don't you take the guest bedroom and rest there until you feel better, okay?"

AJ blushed hard again. "A-Ah dunno... Th-They need me in case one of those things shows up again," she replied, her heart beating faster at the close contact.

"But do you think you'll be able to help them like this?"

"I mean... you carry a big-ass battle ax. Could you swing it hard enough, let alone lift it?"

The farm mare hung her head. "N-No... Ah guess Ah can't... but Ah hafta..." she mumbled, clenching her fists.

"Look, it's my fault your like this... Don't beat yourself up over it."

"Yeh don't understand, Pinks. We already had trouble with one of those when we were five... Without me... shit... Ah don't wanna see mah friends hurt," AJ said and turned around, looking into Pinkie's eyes. "Ah'm sorry, but Ah hafta be there for our friends."

Pinks sighed and pulled away from AJ, grabbing her pants again. "Yeah, 'cause... I don't know anything about survival. So, go ahead... try and help them... and try not to die." She then held out AJ's clothes to her. "Here. Guest room is across the hall."

Applejack grabbed her shorts and looked at Pinks, then back at her shorts. "Um... Ah hate to be a bother... b-but... c-could ya help me teh get into these?" she asked, ashamed, knowing she'd probably feel too much pain trying it herself.

Pinks stared into her eyes before sighing and grabbing a piece of toilet paper before pressing it to AJ's slit.

The farm mare gasped, slightly startled as she looked down and blushed. "U-Uh, th-thanks..."

Pinks tossed the paper into the trash and grabbed the mare's panties. "Right leg up."

AJ kept blushing as she placed her right hand on Pinkie's shoulder for support as she raised her right leg.

Pinks slipped her panties on that leg. "Now, the left."

The farm mare lowered her right leg and lifted her left one.

Pinks slipped the panties onto that leg a she pulled them up. She then grabbed the pants and squished them so the pants legs weren't hanging down. She then lowered them to the floor. "Step into them."

AJ slowly stepped into her shorts and sighed. "Ah can't even get mah pants on mahself..." she mumbled, frustrated.

"That's why I want you to stay here and rest," said Pinks, pulling her pants up and standing.

Applejack sighed again and buckled her belt. "Ya don't understand it, right? At least Ah'm tryin' teh help mah friends... Somethin' ya could try, too," she said, and raised her arms to knot her shirt, but stopped and grunted again, groaning in annoyance. "C-Could yeh?"

"You can't even dress yourself, AJ. How do you expect to help protect your friends? Now, you make it seem like I don't care. Like, I'm trying to take you from them, or something. But, you couldn't be any further from the truth."

Applejack bit her lower lip, looking at the ground. "A-Ah know... y-yer right... b-but still." she replied weakly.

"Look at it from their perspective. What would THEY want you to do?"

"Ah got it... Ah'll stay here until Ah'm able teh raise ma ax and swing it," AJ said and looked at Pinks. "Now... c-could ya maybe tie ma shirt, ya know? These two are gettin' mighty cold," she added and motioned down to her breasts with her eyes.

Pinks nodded and tied her shirt closed. "Thank you... Now, do you want me to take you into the bedroom or back downstairs with your friends?"

"Ah'll at least tell 'em that Ah'm stayin' here," AJ replied and opened the bathroom door. She stopped briefly. "Thank yeh... Pinks," she mumbled before leaving the room.

Pinks nodded and looked away. "You're welcome..." she muttered.

Twilight and Rarity where sitting on the couch in the living room downstairs. Applejack was slowly limping down the stairs as Dash's ears perked at the sound of the stairs creaking. She then stood up.

Applejack reached the bottom of the stairs, her mane a mess and she hold her stomach as she sighed, having finally got the stairs behind her. "Hey ya'll," she said and chuckled.

Twilight got up as well and turned to the farm mare. "Are you alright, AJ? What took you two so long?"

"Y-Yeah. Ah'm alright," she replied with a chuckle.

"So, what took you so long?" asked Dash.

"N-Nothin'... We, uh... We just talked 'bout somethin'," AJ said, getting slightly nervous.

"What'd you talk about?" asked Fluttershy.

"U-Um... We talked about me stayin' here until... until Ah feel better," the farm mare answered, hoping no more questions would come about what they did up in the bathroom for so long.

Dash nodded. "I think that's smart. Not only are you our teammate but you're a friend. We'd be devastated if you... you know..."

"If Ah what?" Applejack asked curiously.

Twilight sighed. "I think she means that you could get hurt further, or even... die," the purple mare explained.

Dash nodded.

"Oh... Well, Ah really wanna help ya'll and Ah'm really sorry Ah lost the fight and the bet... Ah was just so sure Ah would beat her easily." Applejack explained as her ears drooped in shame.

"It's okay, AJ... I mean I'm not fond of the fact that you just fought against our friend to get her back, but at least you'll be better soon if you rest," Twilight said and smiled.

Rarity nodded in agreement. "She's right, darling. Just rest. We will cover the rest."

Pinkamena then came down the stairs as she eyed the group through her long hair.

Twilight looked at the pink mare. "You really won't come back?" she asked with little hope in her eyes.

"No..." she said. "But, I will let you come here when you want... if you stop asking me that."

Twilight sighed and nodded. "I see... Well, at least you'll still be our friend, right?" the mare asked.

Pinkamena hesitated and eyed AJ before looking away slightly. "Sure..."

"Well, then, girls... I think we should leave Pinkie alone for now... Get well soon, AJ," Twilight stated and smiled.

"Will do, Twi," said AJ. "Sorry, again, girls."

Dash walked up to AJ and hugged her gently. "Take care."

AJ blushed lightly at the hug. "Uh, sure, yeh too."

Dash broke the hug and looked at Pinkamena. "Thank you."

The pink mare just nodded before Dash turned and left, followed by Fluttershy.

"Thanks, Pinkie. Bye, you two," Twilight said as she followed the rest of the group outside.

Pinkamena sighed and looked at AJ. "Shall I take you to your room now?"

AJ nodded and turned to the pink mare. "Yeah, Ah think Ah should finally get off mah feet and take some rest," she repled and limped over to the stairs.

The pink mare held out her hand. The farm mare smiled weakly and took it. "Thank ya, sugarcube." The pink mare smiled slightly and helped the far mare up the stairs. "Yer not goin' teh rape me at night, right?" AJ asked jokingly, chuckling softly.

"Not unless you want me to," said Pinks with a smile as she led AJ towards the guest room.

Applejack stared at Pinkie with a blush at this, gulping. "Y-Yer jokin' right? Ya... Y-Ya wouldn't... u-um... well... do... ya know... with me if Ah asked, right?" the farm mare asked nervously.

"Why? Would you ask?"

Applejack quickly looked away. "'C-'Course Ah w-wouldn't," she answered nervously, gulping.

Pinks opened the door and led AJ over to the bed. "Here," she said, pulling the covers back.

"Th-Thanks..." mumbled AJ and sat down on the edge of the bed, trying to slip off her right cowboy boot with her left foot.

"Here," said Pinks, gripping her boot. "I'll get them."

AJ sighed, defeated. "Thanks again, Pinks," she mumbled and let herself fall to her back, her legs still hanging over the edge.

The pink mare slid them off and set them by the bed. "What about your pants? Wanna sleep in your jeans?"

The farm mare shook her head. "Um... No, actually not," she replied.

The pink mare nodded and undid her jeans before slipping them off, too. She set them by her boots and then looked at her. "Okay. Legs in."

Applejack sighed and slowly raised her legs onto the bed, turning her side to Pinkamena.

Pinks pulled the covers over her. She then hesitated. "AJ... I want you to know that... You're wrong... I didn't leave the team because I didn't like working with you girls." She then rubbed AJ's cheek before heading towards the door. "There's more to it than that..."

Applejack tilted her head. "W-What do yeh mean with that, Pinks?" she asked surprised and confused.

The pink mare stopped in the doorway with her left hand on the frame. She hesitated before looking over her shoulder. "Get some rest, AJ," she said, closing the door.

"P-PINKIE!" AJ shouted after her and sat up, groaning in pain. "Ugh, damn!" the farm mare sighed and dropped back down into her pillow. She undid her shirt and threw it aside with some trouble.

Dash and the others continued on the path back town before Dash stopped.

Twilight noticed her marefriend had stopped and stopped, herself. "Something wrong, Dashie?" she asked softly as she turned to her.

"What Pinkie said... about the other creatures... We need to stop them or they could overrun us."

Twilight's expression changed to a sad one as she approached Dash. "I know, but... without AJ?" she asked, worried.

Dash rubbed her forehead. "I know... We should wait until she's better."

"Definitely. Let's hope she'll be good as soon as possible... We will need all the help we can get," the purple mare said and kissed Dash's cheek.

Dash let out a sigh. "Why did Pinkie change so suddenly?"

"I don't know, but there is still hope she'll come back. We just have to believe in that," Twilight said and gently stroked Dash's left cheek.

"Yeah, I know, but... I meant short term. Think about it, Twilight... At first, she was dead-set on having nothing to do with us. Then, when she hurt Applejack, she helped her in and gave her a place to rest. And AJ was the one who was aggressive towards her. Then, afterwards, she accepted our friendship..." Dash looked away slightly before looking back at Twilight. "I just don't know what to think."

"You're right... That is weird... Well, maybe she already thinks about coming back. She probably has her reasons to act like she did," the purple mare mumbled, thinking.

"Yeah... I'm sure she has her reasons..." She hesitated. "Shall we head back now?"

Twilight nodded and smiled softly. "Yes, let's," she said and hugged the cyan mare's left arm while slowly starting to walk.

Dash and the others began moving again. The cyan mare looked back down the path to Pinkie's.

Twilight pulled the door to the bar open and sighed as she stepped in. "Feels different... maybe because now two of us are missing," she stated.

Rarity stepped next to the purple mare and laid her right hand on Twi's left shoulder. "I will get the drinks, darling," she said and went to the counter.

Dash took Twilight's hand. "Come on. Let's find a table."

The purple mare nodded and followed Dash, soon they found a table in a corner.

Shy sat down across from them. "So, what's the plan?" she asked.

Twilight thought for a bit, then looked up to Fluttershy. "Well, I would say..."

Rarity just then approached the table with the drinks. "Here you go girls, the usual for everyone." she said as she sat down nest to Shy.

"Well as I was about to say, I guess the current plan is to wait for Applejack to get well soon and, until then, we have to watch out if any more of these beasts will show up," the purple mare finished.

"You're talking about the Skrawl?" called a mare from two tables away. She had a black cowboy hat on and a black leather coat. She, herself was black with long black hair.

Twilight's ears perked up and she looked to the black mare. "Excuse me, the what?" she asked curiously.

"The Skrawl," the mare repeated.

Rarity turned around and looked the mare over. "Oh my, darling, black on black just looks awful," she mumbled to herself.

Twilight stood up. "Mind to sit with us and tell us what you know about them?" she asked the black mare.

The mare eyed her before drinking the last of her drink and setting the glass down. She then stood up, reveling she was completely clothed in black. Black shirt under her long, black leather coat, black boots, black leather jeans, and black leather gloves. Her hair was longer than Pinks', going down to her butt in the back. Her bangs on the side of hr head came down over her shoulders and stopped at her elbows. She also had bangs in the front that cover a little less than half of her eyes.

"Pinks would like her," mumbled Dash.

The mare then came over and sat beside Shy, who seemed a little intimidated.

Twilight nodded at Dash's remark, then looked to the black mare. "First, my name is Twilight Sparkle and these are my friends..." The purple mare paused and pointed to Dash. "That's Rainbow Dash. The one next to you is Fluttershy and the white mare is Rarity," she said, introducing her frinds and then looked the black mare over. "Who are you?" she asked curiously.

"Midnight." the mare replied.

"Nice to meet you, Midnight," Twilight said and smiled. "About the creatures-- the "Skrawl", you called them... What do you know about them?" she asked, interested.

"They're home is about the size of a small town. With a big enough force, you could wipe them out in a day or two. They're wings, however, can block most attacks. They don't do good against powerful ranged attacks, though. Like, guns or arrows. They, themselves, are magic resistant so spells won't work on them, but you can use spells that don't affect them directly like fireballs and whatnot. They don't usually travel in packs unless the entire species feels threatened. That one you killed today... Just be glad there was just one."

Twilight nodded. "I see. Well, we are glad it was just one... We had enough trouble with it. But, one of our friends said they usually stay in their half of Equestria... you know... the Forbidden Zone," she said.

"Yes. But they seem a little bit aggressive as of late. Like they're getting ready to expand."

"Get ready to expand?" Twilight asked curiously and began to think. "That's not good at all, we need to stop them before they can even start with their plan." she said and stood up, but stopped and groaned. "Damn... without AJ we can do nothing but wait," the purple mare said and sat back down.

Midnight smirked. "Your other friend?" she asked before pulling out a gun and set it on the table. "Let me know when you're ready," she said with a smile.

Twilight looked at the gun. "Well... I appreciate the offer, but... how good are you with these?"

"Very."

"Okay, you're in," Twilight said as Rarity gasped.

"But, Twilight, you can't just--."

She was cut off by the purple mare. "Sorry, Rarity, but we need all the help we can get, remember? AJ's injured and Pinks won't come back to help us..." she explained.

Dash put a hand on Rarity's shoulder. "I know what you're trying say, but Twilight's right."

The white mare sighed and looked at Dash, before turning to Midnight. "Well, I guess... Welcome to our group, Midnight."

The mare smiled and holstered her gun. "Now, the only plan I can think of is kill any and all you see. Sneaking won't work on them and they're to random to come up with anything strategic."

"Good to have someone with us that knows how to handle these creatures. I think I will do some studying tonight. I need stronger spells. The plant growth and control spell is useless and maybe I can find better spells to enchant your arrows, Rarity," Twilight explained.

Rarity nodded. "Good, but don't be up too long. You need to be well-rested," the white mare said and smiled.

"Don't worry," said Dash. "I'll make sure she gets to bed on time."

Twilight gave Dash's remark a small giggle. "So, Midnight, where are you staying?"

"I live in the black house on the edge of town." Dash rolled her eyed, looking way from Midnight.

"Darling, it seems you like the color black a little too much," Rarity said and crooked her eyebrow.

"I grew up in darkness. Black is all I know."

"Anyways, do you know any weak spots of the Skrawl, Midnight?" asked Twilight curiously, taking a few sips of her drink.

Midnight turned form Rarity and looked at Twilight. "Cutting both wings off helps make killing them easier. In the brain or heart. I find through the mouth with a long sword the best way. I suppose an arrow would work if it was shot with enough force..."

"Well, I think I can put more force into my attacks," said Rarity with a sigh.

"I'll look for a spell to get Rarity's arrows as powerful as they can be," Twilight stated and began to think again, grabbing a note pad from her hoodie pocket along with a pen. She then started to make notes.

Dash smirked at the notepad as Midnight pulled out two blades and began scraping them together. She seemed to be as well-rounded as Pinkamena. All that need to be proven was her hand-to-hand combat.

Twilight noticed the blades, looking up at Midnight and then back to her note pad, before nodding and putting it away again. "You're good with guns. How good are you with those blades?" the purple mare asked.

"When you've lived a life like mine... you need to be good at everything."

Twilight leaned back. "Well, you're saying you're good with guns, and you're saying you're good with blades... Could you prove that?" she asked, both kindly and interested, wanting to know how good this mare really was.

Midnight raised an eyebrow. "How so?"

"I could conjur a Dummy, or I could try to pin you down with my plant control spell and you'd have to dodge... What do you think?" Twilight asked and smiled softly.

"I have something better in mind. Come by my place tomorrow and I'll give you a demonstration before we head out."

Twilight tilted her head, but nodded. "Okay, we will," the purple mare said and got up, stretching her arms. "I think we should get some rest if we're gonna head out tomorrow."

"Good idea," said Midnight, standing up. "I'll see you all tomorrow."

"Yes. Good night, Midnight. See you tomorrow," Twilight said as Rarity got up as well, looking at Fluttershy. "You okay, Darling? You were so quiet," she said to the timid mare.

Midnight eyed Fluttershy before turning and walking away. "She was... a little intimidating, is all..." she said softly.

"She doesn't seem too bad, Shy, don't worry," Twilight said and smiled, rubbing the mare's shoulder. "So, girls... See you all tomorrow. Good night."

Dash stood up with a sigh and stretched. "Night, you two," she said, putting an arm around Twilight.

Twilight smiled and laid her arm around Dash's waist as she followed the cyan mare out of the bar.

Rarity looked at Fluttershy and sighed. "I'll walk you home, Darling. Just let me pay for the drinks," she said softly, smiling at the shy mare.

The yellow mare nodded, smiling back. "Okay..."

Twilight opened the front door of her home and entered. "What do you think about Midnight, Dashe?" she asked as she kicked her shoes off and sighed.

"Midnight, seems... okay... but dangerous. I know she wants to help but you heard her mention her past. The kind of life she's led."

Twilight nodded and went over to the couch, sitting down. "I know, that's why I asked you... I don't like to imagine what kind of past she has, but to be honest? At the moment, we have to trust her," the purple mare said and placed her feet on the table, lighting up her horn. She floated a few books over from the shelves at the far wall to her right as she grabbed the note book from her pocket.

"Yeah, I mean... she seems cool, and all. AND she knows about the creatures, the... Skrawl. We need her." She hesitated for a moment. "And, technically... if Pinks never joins us... we're replacing HER... not Applejack."

Twilight looked up at Rainbow, frowning. "No one will be replaced! No one could replace a true friend, Dashie," she replied, and then grabbed one of the books that were floating in the air around her, flipping through the pages.

"I didn't mean it like that, Twilight... I meant as a teammate. We need someone who's good at guns and willing to play on a team."

The purple mare sighed and stacked the books on the table as she stretched her limbs out. "I know... It just hurt to hear the words "replaced" and "friend" in one go... But, you're right... As a teammate... we need to replace Pinkie... for now..."

"For now..." Dash repeated. "I'd still like to have Pinks back," she said, sitting on the couch.

"Me ,too, Dash," mumbled Twi, and leaned in to the cyan mare, resting her head on Dash's shoulder.

It was almost night time now as Pinks opened the door to Applejack's room. "You awake?" she whispered, in case AJ wasn't.

AJ was laying on her side, her back to the door. "Pinkie?" she asked as she slowly rolled over, groaning slightly. "What is it?" she asked curiously.

Her Stetson hat was laying on the night stand and her long, blonde mane was open. Her red hairband was laying next to her hat.

The pink mare stepped inside. "I just wanted to check on you. I'm not... disturbing you, am I?"

"No. Couldn't sleep anyway. The dumb pain keeps me awake every time I try to roll over, or somethin'," the farm mare replied.

Pinks was now wearing a red bra and panties as she closed the door and sat in a chair beside the bed nearest AJ. "I can't sleep either 'cause... I still feel bad about... what I did."

"Ya mean, kickin' me? Shoot, Sugarcube, it's alright... Ah was the one that challenged yeh after all," Applejack said and smiled.

"Guess I don't know my own strength... I didn't think I'd hurt you this badly."

Applejack chuckled at this. "Ya still thinking it was all yer strength, eh? Remember how much Ah put ma weight into that punch? It's ma own recklessness that got me into this bed," the farm mare said. "But ya still surprised me... Yer really fast and yer fancy moves were awesome," the mare said and smiled.

The pink mare nodded. "So, it... wasn't when I kicked you while you were down that made you... cough up blood?"

AJ shook her head. "Nah, it was the first kick that knocked me out... The second kick was just like the cherry on the pie." she explained. "It just took ma body a few seconds to notice it, ya know?"

Pinks nodded and exhaled sharply, feeling slightly relieved. "Good... Well, not good, but... you know..."

AJ chuckled softly. "Yeah, Ah know... Still, yeh won and Ah lost... Because of me... we hafta stop askin' ya teh come back... Ah feel really... banged up 'bout that. Ah was so sure Ah could win that Ah barked louder than a damn Timberwolf," she said with a sigh.

"Stop blaming yourself for me not coming back... and stop making what happened seem like it was nothing but a bet. I didn't like it... but... I wanted to show you I can handle myself."

"Yeah, and yeh proved it... That's why Ah'm so frustrated 'bout it..." AJ stated and stared at the ceiling.

"Don't beat yourself up over it," said Pinks before letting out a chuckle. "No pun intended."

AJ chuckled, too. "Really? No pun? That's a shame... Ah liked yer silly puns and pranks, Pinks," the farm mare said and smiled up at her.

"Yeah, everyone did... but I grew out of it. I think the whole... world-going-to-shit thing had something to do with it, too..."

"Yeah, probably... well, it's not helpin' thinkin' 'bout it all the time, right? We hafta do what we can teh change it back ta good... That's the reason why we fight, ain't it?"

"Yeah... but I can't fight if I'm all hyper and energetic, right? I need to stay calm and focused and not worry about what icing to put on the cake."

"True... but would it be that hard teh smile and cheer up friends... while not fightin'? Ah mean, Ah'm just askin'." Applejack said and slowly pushed herself up into a sitting position with a grunt.

Pinks smiled briefly. "I haven't made anyone laugh for years..."

Applejack was blushing just slightly. Her breasts had slipped into free view bu she didn't seemed to be bothered that much about it anymore. "Well... ya could practice... Try to learn it again, or somethin'," she said softly.

"Yeah... maybe..." said Pinks, before eying AJ's hair. "Your hair looks nice down," she said with a small smile.

AJ smiled. "Yers too, Pinks. But yer curly hair looked good, too," she replied softly.

"I think long hair is sexier."

Applejack chukled. "It sure is..."

"So, how'd you girls lower the bridge?" asked Pinks. "Did you do it?"

"Oh, that, yeah... Ah thought it was worth a shot so Ah tried it," AJ said and smiled.

Pinks nodded with a smile. "Yeah, I figured it was you."

The farm mare tilted her head at this. "How so?"

Pinkamena hesitated, looking away slightly.

"Um, Pinks? Why'd ya figure it was me who lowered the bridge?" Applejack asked again, getting curious.

Pinks sighed. "Because... Because, your handprint... was the only one I kept logged in... with the scanner..."

"Why?" Applejack asked, blushing slightly. "Say, Pinks... Could it be that... well, Ah dunno how to put this... Could it be that... this thing... ya know... back in yer bathroom..." she stammered, getting a little nervous as she tried to find the words.

Pinks quickly stood up. "Sorry..." She quickly moved to the door. "Sleep well, AJ..."

"W-Wait! Pinkie!" Applejack exclaimed quickly. "Th-This meant more teh ya, right?"

Pinks said nothing as she left, but AJ could've sworn she saw her nod right before the door shut.

AJ blushed slightly. She slowly laid down on her back and smiled. "Silly pink mare," she mumbled as she looked at the ceiling, sighing.

Twilight and Dash stood outside the bar, waiting for the other two.

Rarity slowly approached them, smiling. "Well, hello there, girls."

Dash smiled. "Hey, Rarity." Right behind her was Shy. "Didn't me so long this time."

Twilight smiled. "Okay, everyone's here. Let's meet with Midnight, then, shall we?" the purple mare asked.

Shy nodded. "Let's get this over with..."

Twilight nodded and began walking down the road. "I'm curious about what Midnight meant when she said she had a better way to prove her talent with her weapons."

"I hope it's nothing dangerous," said Fluttershy.

"Don't worry, Shy. She might be a little creepy, but I think Midnight wouldn't do anything reckless if she is just half as professional as she says she is," Twilight said calmly, smiling at the shy mare.

The group continued walking until they reached the houses on the outside of town. "She said she lives on the outside so let's go down this road and circle the are until we find it," said Dash as she took a right.

"She also mentioned it was a black house," Rarity stated as she followed Dash along with Twilight.

Shy looked around but didn't say anything until she pointed to a tall, three-stroy, black house with a blood red door. "Th-That one?"

Twilight looked at Fluttershy and then to the house the timid mare had pointed to. "Looks like it, Come on girls." The purple mare quickly made her way over to the front door of the house.

The front looked normal. No moats, pits, or electric fences. Just a red door and doorbell.

Twilight raised her hand and knocked a few times. "Midnight? It's us! You there?"

After a brief moment or two, the door opened and Midnight leaned against the frame. She was wearing a black tank top and shorts. They were the same color has her so could be mistaken for being nude from afar. "Hey..." she said. "Good thing I have cameras everywhere 'cause I did NOT hear that knock where I was," she said with a smirk.

Twilight blushed lightly. In the first moment, she thought Midnight was naked, and then she acknowledged the mare's remark. "A-Anyway, we're here as you asked." the purple mare said and smiled.

Midnight nodded. "Come on in," said Midnight, leaving the doorway.

The first floor was completely open apart from a door off to the left. Stairs were on the right which led up to the second floor. On the opposite side of the room from the door was the kitchen and on the left was the living room with a large flatscreen TV. A small training area was set up in the middle of the room with a punching bag and weights.

Twilight entered slowly, followed by Rarity. "It's nice here, Midnight," Twilight said and smiled.

"Thanks," she said, walking passed the punching bag as she dragged her hand across it. "You girls hungry?" she asked.

"Well, me and Dashie had just a small breakfast, so, sure," the purple mare said and turned to Rarity and Fluttershy. "How about you, girls?"

Rarity nodded. "I'm starving," the white mare replied.

Fluttershy smiled. "Me, too."

Midnight nodded and headed to the kitchen area and began opening cabinets. One with plates, one with oatmeal mix, and one with cereal. "See, anything you want?" asked Midnight as she opened the fridge, revealing fruit. She then opened the freezer section. Inside was mac and cheese.

"I think, I'd like some juice and a bowl with that oatmeal mix." Twilight replied and smiled. "I will take the same." Rarity threw in.

"Cereal," said Shy as Dash smiled.

"Oatmeal," replied the cyan mare.

Midnight nodded and turned the stove on. "Have a seat at the table. Shouldn't take long," she said as she grabbed three pans and set them on the stove, filling them with water and grabbed the oatmeal packets.

"Thank you, Midnight. That's really kind of you," Twilight said as she got over to the table and sat down.

"Well, you just met me. I have to make a good first impression, don't I?" she asked with a smile as she got Fluttershy a bowl of cereal and set it in front of her. "Cereal doesn't take a s long as oatmeal." Shy giggled as Midnight handed her a spoon. The black mare then began whistling as she headed back to the stove.

Twilight chuckled and looked at Midnight. "Well, you are doing a very good, first impression. You seem really nice," the purple mare said kindly.

Midnight smiled and looked over her shoulder. "I try." The water began to bubble before she poured one oatmeal packet into each pan and began stirring each.

Rarity giggled and looked at Midnight. "I have to say, I'm sorry, Midnight. You had me thinking you were just a creepy mare, yesterday at the bar," she said kindly. "But you are most certainly not creepy at all."

"I'm only this way to those I wanna be friends with. So, I'm not like this all the time."

"We are really glad that you want to be friends with us. Not only do we love to make new friends, but also, we need lots of help," Twilight stated and sighed.

"With the Skrawl, I know. There isn't a lot of them... but, they're dangerous and tough."

"Yeah, the Skrawl, I just hope we can manage it. I learned a few spells tonight that should work just fine with them," the purple mare explained and smiled.

"Let us hope," said Midnight, pouring the oatmeal into three bowls and bringing them over, setting one down in front of Twilight, Dash, and Rarity.

"Oh, that looks divine, darling," said Rarity.

"Thank you." Twilight licked her lips and began to eat.

Midnight sat down at the table and watched them. "When you're done, I can show you my skills."

"Oh, right. What way will you show your skills to us?" Twilight asked and kept eating while looking curiously at the black mare.

"Downstairs. You'll see."

Twi nodded and continued eating, soon she finished her meal and sighed. "That was really good."

Midnight smiled. "Glad yo liked it. Now, tell me a little about yourselves. The famous protectors... I'm sure you must have... some war stories, yeah?"

"Uh, sure, let me think..." the purple mare said and put her right hand to her chin. "Oh, right. One of the hardest fights we've ever had was back in the past when our group used to count 6 members... When we were complete..." she explained and looked at the rest of the group. "Do you know of a creature called Kryo, Midnight?" Twilight asked, looking at the black mare.

"I heard there was once many but only a few are left. You fought one?"

Twilight thought back and remembered that day. "We were told about one of these beasts attacking a village near a cave. It was cold winter..." she sighed. "Let's just say these Kryos are really huge. They're like gigantic scorpions that are made out of thick Ice. Their breath freezes everything that comes into contact with it. We fought that beast for quite a while after we spotted it deep in its cave," she explained

"How'd you kill it?"

Twilight chuckled weakly at this question. "Well, we soon noticed that neither arrows, nor throwing knives, swords or guns had much effect on that beast and my magic wasn't too strong back then. All the fire spells I had were easily taken out by its ice cold breath. It probably would've killed us all if it wasn't for Applejack and her badass strength combined with her heavy, two-handed war ax. She managed to split it in half with it," the purple mare explained.

"And where is Applejack?"

Twilight sighed and hung her head. "She's currently staying with the former sixth member of our group, Pinkie Pie. AJ challenged Pinkie Pie to a battle, hand-to-hand, and got beaten up a little," she explained.

"The mare that defeated the Kryo?"

Twilight nodded. "Yeah, why?"

"This Pinkie Pie sounds skilled. I'd like to meet her some time... What's her weapon of choice?"

Twilight giggled. "You'd be surprised. She has two guns, like you, and she's also really good with blades. I didn't see all of the battle of the two, but I think she managed to beat AJ because she's way more agile."

"She uses her opponent's strength against them... Very nice."

Twilight nodded and smiled weakly. "Yes, she is quite skilled... A shame she left us."

"Yeah..." said Midnight as she got up and took all the bowls, setting them in the sink. "Now, come," she said, heading to the door that was off to the left. "Time to show you downstairs."

Twilight got up and nodded. "Okay, well I'm really curious to see how good you are and what kind of way you'll show us your skills," the mare stated as she followed Midnight.

Rarity got up, herself, following her as well. Rainbow Dash got up and went over to Twilight as Shy got up. Midnight eyed Shy and gave her a smile, making her blush slightly. The black mare then opened the door and headed down the stairs.

"Oh right! You mentioned your past, yesterday. Think you could tell us something about you, Midnight?" Twi asked as she followed the black mare down the stairs.

Midnight hesitated before speaking. "I grew up alone since my parents were killed by a bandit when I was 8."

"Oh... I'm sorry," The purple mare said in a slightly sad tone.

"Yeah... Then, I tracked him to his camp and gutted him... That little fuck..." she muttered.

Twilight's eyes widened. "B-Back when you were 8?" she asked, sounding shocked as she moved closer to Rainbow Dash.

"It was a dark time for me," said Midnight. "I had just watched my parents murdered..."

Twilight hung her head as she gently hugged Dash's right arm as they climbed down the stairs, not knowing what to say to this.

Midnight eyed her. "You asked."

"I know," mumbled Twi, and looked at Midnight. "Sorry for asking."

"It's fine. You should know about who's on your team. You should also know that during a night of crying, Princess Luna visited me in my sleep. I asked her if every now and then she could come visit me in my dreams. Like a counselor, ya know?"

"Princess Luna? And did she visit you in your dreams?" Twi asked curiously.

"Yeah, she did."

The purple mare smiled as Rarity whined. "Are we there yet? I simply despise climbing stairs in high heels. My feet are killing me," the white mare stated in a whiny tone.

Midnight and smiled as she stopped at the bottom. "We're at the bottom." She then flipped a switch and the lights came on, revealing a shooting range and all assortments of one-handed weapons.

Twilight looked around with wide eyes. "Wow." she simply stated.

"I practice in here."

"Pinkie would like this..." Twilight said and stepped up to the weapons on the wall. "Maybe I should learn to use swords, I'm always relying on my magic," she thought aloud.

Midnight stepped up beside her. "Want some sword training?"

The purple mare thought for a bit and then nodded. "Yeah, I guess it would be wise to know how to use one of these," she replied and smiled at Midnight.

Midnight nodded. "I'll go find us some training swords," she said as she walked away.

Dash waited till she was gone before walking up to Twilight. "How come you never asked me?"

Twilight looked at Dash and tilted her head, thinking. "Um... I dunno... I just never thought about learning it before, I guess," the mare replied and smiled.

Dash hesitated before smiling. "Okay..."

"Everything alright, Dashie?" Twi asked curiously as she gently stroked Dash's shoulder.

Dash smiled and nodded, placing her hand on the left side of Twi's neck and rubbed gently. "Yeah, I... I guess it's just weird seeing you train with swords with someone else, but... I-I don't think anything of it."

"It's just a little training, Dashie," Twilight spoke softly and kissed Dash on the lips, smiling.

Dash kissed back and then pulled away, nodding. "I know, Twilight... I know..."

The purple mare smiled at the cyan mare. "And, besides... you can still teach me, too, if you want," she whispered with a small wink.

"Mmm... You mean special training?"

"Maaaaybe," Twi replied and giggled.

Dash gave her a lusty smile before grabbing her top lip gently with her teeth before slowly sliding them off.

Twilight blushed and giggled more. "Oh, you... Save it for tonight," she whispered,

The cyan mare giggled. "It's a date, then."

The purple mare nodded and hugged Dash. "Yes, it is," she replied.

Midnight came over and smiled, holding two training swords.

"Oh, these are for training, right?" Twilight asked, excited, as she spotted the two swords the black mare held.

The sword blades seemed to be holographic. "Yes. The blades can pass through anything except the other sword hologram. This way it avoids injury. If the hologram passes though a live object, it beeps and flashes red."

Twilight eyed it curiously. "Wow... Interesting... and very practical for training," she stated, amazed.

Midnight demonstrated as she held out her arm and swiped the sword at it. It went through her arm and flashed red, making a beeping noise.

Twilight smiled and turned to Rainbow. "Isn't that awesome, Dashie? That way I can learn to use a sword without getting hurt," she stated excited.

Dash smiled and rubbed her shoulder. "Any extras?" asked Dash. "I'd like to train with Twi some time, too."

Midnight smiled. "Of course... I know mares in love when I see it." She hesitated. "You can have these two when we're done. I have more." Dash nodded and smiled. "Thanks."

"Great! Okay. I guess, before I start my training, you could show us your skill, Midnight?" Twilight said and smiled, wanting to see how good this mare could handle her weapons.

Midnight nodded and turned off the sword holograms, holding out both handles to Twilight. "Here. Hold onto the Holo-Swords for me, kay?"

"Sure. No problem," the mare replied and took the holo-swords.

Midnight went over to a nearby rack and pulled a dual gun holster off it, strapping it around hr waist. She then went over to the gun rack and pulled two pistols off before spinning them around on her fingers briefly before slipping them into her holsters. Midnight then stepped up to an ammo rack and pulled out a pouch of glowing green ammo mags and strapped them to her belt. "Ready for something totally badass?" she asked with a grin, looking over her shoulder at the other mares.

Twilight nodded, eagerly wanting to see as Rarity smiled. "Darling, you are talking quite big. How about you put on a big show for us, then?" the white mare said with a chuckle.

"Alright. Now these are Holo-Bullets. Everything you're about to see cannot harm you so don't run and please... don't blink." She looked up at the ceiling, her empty guns out by the side. "Simulation start!" she yelled.

A buzzer sounded as the room lit up with a green tint. Holes in the ceiling opened up as holographic, spherical droids flew out. Midnight threw her guns up into the air and pulled out two ammo cartridges, one in each hand. As the guns came down, she threw the mags up inside them and then grabbed them, shooting both droids as more came out. Some fired at her and she ducked and dodge while firing her guns at them. Rarity was staring in awe with her mouth agape as Twilight watched the show closely, impressed by the black mare's agility. Midnight holstered her right gun and pulled a black, sword handle off the back of her belt and pressed a button. A green blade shot out of it as she twirled it and began spinning it around, deflecting bullets and shooting back at the droids. The scene was a flash of red and a burst of bullets as Midnight showed of her skills.

"She could even be better than Pinkie Pie." Twilight mumbled to Dash in amazement, thoroughly impressed by the show.

This kept going on until she blew up all but two droids. She leaped in the air and kitthe ground on one knee as she stabbed the one on her right and shot the one on her left. Both exploded before she slowly stood up. "Simulation End," said a computerized voice. Midnight turned off her sword and attached it to her belt before holstering her gun.

Twilight began to clap her hands. "I'm really impressed. That was awesome!"

Dash did, too. "Damn, girl. You got skill."

Midnight smiled and gave a nod. "I had years of practice and a lot of time to myself."

Rarity was applauding as well. "With someone like you in our team, we would be unstoppable, darling."

"Best thing is... that didn't even tire me out." she then looked at Twilight. "Ready for your training?"

"Sure. Can't wait at all," Twilight replied and brought Midnight the training swords. "How shall we start?"

Midnight took one and turned it on. "Button on the bottom," she said.

Twilight nodded and pressed the button, turning her sword on as well.

Midnight began to circle her. "Ever used a sword before, Twilight?"

"No. First time," Twilight replied and eyed Midnight as she held her sword in her right hand.

"Then you should know that the sword, like all other weapons, are an extension of YOU. If you pour your soul into it, you can do lots. First, I'll start you off with reaction timing. When I say block, I want you to block. Got it?"

Twilight nodded, listening to Midnight's words. "I will try my best. I'm usually a very quick learner," she stated and received a small giggle from Rarity.

"Oh, darling, this will be a little harder then reading books."

Midnight smiled. "Fair Rarity is right," she said in a regal tone. "Much harder than books. In fact, if you're careful-- Block," she said, swinging her sword quickly at the purple mare.

"Ahh!" Twilight gasped and clenched her eyes shut as she raised her sword in front of her face, hitting Dash with it on the way up.

She just missed Midnight's attack as the black mare sighed. "Eyes open, Twilight. You both failed to block my attack and you killed your marefriend."

The purple mare opened her eyes slowly, flinching as she heard that she had hit Dash. "I-I'm sorry, I didn't knew the training started already. You surprised me," she mumbled, ashamed.

"Death won't wait until you're ready, Twilight. It strikes when you least expect it. Block," she said, spinning around and swiping her blade in a horizontal motion.

The purple mare shrieked and stumbled backwards as she managed to block Midnight's strike in the last second but, unfortunately, she didn't hold it strong enoug and Midnight's blade pushed her own into her stomach.

Midnight reached out and held her arm in case she was about to fall over. "Hold your ground. Always be ready. Always be alert. Listen to the sounds around you. Listen to what your opponent is saying. Sometimes they give you clues when they may attack... And you have to be ready... Now, what word are you supposed to listen for?"

Twilight took hold of Midnight's hand and sighed as she regained her balance. She then looked up at the black mare. "Which word? I... um... I didn't think you'd mean an actual word... More like words that give me a clue..." she replied, unsure, and clenched her hand around her holo-sword, grabbing it tightly as she looked the black mare over, not wanting to fail again.

"Which word have I been saying to you right before I attack?"

"U-Um... I think it was block?" Twilight replied half-hearted, her eyes still kept looking at Midnight's hands, concentrated.

"Right. Now, I want you hear for that word. Memorize the way it sounds and as soon as you hear me start to say it... I want you to already be ready. Block."

Twilight gasped as she heard her say block and took a small jump back, grabbing her sword with both hands and holding it in front of her.

Midnight smiled. "Good," she said, starting to turn around. "Block," she said, swinging her sword at Twilight.

The purple mare eyed the black mare's blade and quickly raised her own in front of her chest as she noticed the strike aiming for it, blocking her attack*

Midnight grinned. "Not bad. Now, let's try it without the warnings, shall we?"

"O-Okay." Twilight replied a little nervous as she eyed the black mare.

Midnight twirled her sword before suddenly swinging it at Twilight.

"Ahh!" the purple mare moved her sword as quick as she could to block Midnight's strike, but she had been too slow, getting hit again. "This is really hard."

"Of course. I didn't learn this in a day, ya know." She swung again.

Again, Twilight failed to block and flinched as Midnight's blade buzzed, indicating the hit.

Midnight twirled her blade again. "Come on, Twilight. Focus. I thought mares were good at that."

"I-It's hardly the same to focus on casting a spell... and you are really fast, too," Twilight replied with a slight whine in her voice.

"No, it's not. Concentration is concentration. Clear your mind and focus. Anticipate where and when I'm gonna attack." Midnight swung again, aiming for Twilight's neck.

The mare gasped and stepped back, raising her sword up to her neck, blocking Midnight's attack but stabbing the holo-blade into her chin.

"Good block, Twilight," said the black mare. "But, you just killed yourself."

"Huh?" Twilight looked down and noticed the blade was now just sticking in her face. "S-Sorry..." she said and blushed in shame as she lowered the blade again.

"Shall we take a break?" asked Midnight. "Maybe you need some time to wake up."

Twilight sighed with a small blush of shame. "Y-Yeah... I think that would be great. Sorry, Midnight."

"Don't be sorry. You're doing good so far. Just can't keep stabbing yourself in the face. I mean... imagine if we were using real swords."

"I know... I just don't know how long this thing is without looking at it," mumbled the purple mare.

"Well, you can get to know it better while we're on our break."

Twilight nodded. "Okay, I'll try to concentrate and focus." she replied and turned her holo-sword off. "Shall we head upstairs and do a little walk, or something? I could really use that to clear my mind." she suggested.

"Do as you please," said Midnight with a smile. "I'm heading up to the punching bag," she said, heading towards the stairs.

Twilight smiled and turned to Dash. "What do you think? Was I good?" she asked as she hugged her marefriend softly, pouting slightly.

Dash smiled and hugged back. "Yeah... Except when you impaled me in the head," she said with a chuckle.

Twilight's ears drooped at this. "I know. Sorry. I didn't meant to kill you," she replied with an deep blush.

Dash rubbed Twilight's back. "It's okay..."

Rarity stretched out and yawned. "I don't know. A walk would be lovely, but I still feel tired and a long walk in these high heels? Never," the white mare said as she went over to the stairs. "Maybe I will head home." she added.

"I have two guest rooms, Rarity. Take one, if you want."

"Oh, that would be marvelous, thank you, deary," The fashionista replied and smiled. "Would you lead the way?"

Midnight nodded and stopped at the stairs. "Follow me."

Fluttershy followed Rarity. "I think I'll rest on the couch," said the shy mare.

Rarity followed Midnight upstairs along with Fluttershy.

Twilight looked up at Dash and smiled. "Come on. Let's head outside and take a little walk, shall we?"

Dash nodded. "Sure. Come on."

Midnight led them upstairs and then walked over to the punching bag. "Second floor, second door on the right," she said to Rarity.

Rarity nodded and headed upstairs. "Thank you again, Deary." she said in a grateful tone, disappearing upstairs.

Fluttershy headed over to the couch.

Twilight headed upstairs and over to the front door. "We will take a little walk. Be back soon," she said to Midnight, smiling.

Midnight smiled and punched the bag. "Door'll be open. Have a nice walk."

Dash joined Twilight and put an arm around her.

"Thanks. See you," Twilight replied as she left the house with Dash.

Fluttershy was sitting on the couch with her hands on her lap as she looked around the room, too shy to make eye contact with the black mare.

Midnight punched the punching bag repeatedly with grunts as the bag moved a lot, showing how hard she could punch.

Fluttershy let out a small "eep" and then looked at Midnight, watching her punch the punching bag, getting a little nervous as she saw how strong this mare was.

Midnight noticed Shy was looking at her and stopped. "Something wrong?"

The shy mare shook her head slowly, looking away slightly. "N-No... Y-You just reminded me of someone," she spoke timidly.

"Oh? Who?"

"A-Applejack... She a-always trained by punching on an old oak tree on her farm," Shy replied softly.

"I see..." said Midnight, slowly walking towards Fluttershy.

Shy turned her head slightly and hid her face halfway behind her mane, looking up at Midnight.

The mare smiled and sat down next to her. "Don't be afraid, Shy... I can be gentle, too," she said, running a finger through Shy's mane.

102 - "Elements Of War (Part 2)"

Fluttershy was sitting on the couch with her hands on her lap as she looked around the room, too shy to make eye contact with the black mare.

Midnight punched the punching bag repeatedly with grunts as the bag moved a lot, showing how hard she could punch.

Fluttershy let out a small "eep" and then looked at Midnight, watching her punch the punching bag, getting a little nervous as she saw how strong this mare was.

Midnight noticed Shy was looking at her and stopped. "Something wrong?"

The shy mare shook her head slowly, looking away slightly. "N-No... Y-You just reminded me of someone," she spoke timidly.

"Oh? Who?"

"A-Applejack... She a-always trained by punching on an old oak tree on her farm," Shy replied softly.

"I see..." said Midnight, slowly walking towards Fluttershy.

Shy turned her head slightly and hid her face halfway behind her mane, looking up at Midnight.

The mare smiled and sat down next to her. "Don't be afraid, Shy... I can be gentle, too," she said, running a finger through Shy's mane.

The timid mare twitched slightly and nodded slowly. "O-Okay."

"You know, you're... a very pretty mare, Fluttershy," said Midnight, briefly looking her over.

Shy squeaked cutely at this and blushed. "U-Um... Th-Thank you..." she mumbled softly.

Midnight smiled. "And cute, too..." she said as she placed a hand on Shy's right knee.

Fluttershy gasped softly and blushed harder as she felt the mare's hand on her knee.

Midnight rubbed gently. "Ever had a coltfriend?"

Fluttershy's face went crimson red and she shook her head meekly. "N-N-No," she whispered, embarrassed.

"Marefriend?"

"Wh-What!?" Shy let out a high pitched squeal at this and her heart began to race wildly as she gulped, looking away from Midnight.

The black mare placed a hand on the cheek furthest from her. "I think it's cute you haven't been with anyone yet, Shy," she said, gently rubbing the mare's cheek.

The shy mare said nothing as she slowly shifted her eyes toward the black mare, looking at her through her mane. Midnight smiled at her as she kept rubbing Shy's cheek. Fluttershy slowly leaned her head into Midnight's hand, relaxing somewhat as she raised her left hand and placed it on the black mare's hand that was stroking her cheek, still blushing hard. Midnight placed her left hand on Shy's other cheek and slowly leaned in. Fluttershy's eyes widened as she eyed the mare's lips that were slowly inching closer. She got more and more nervous but didn't move, not knowing what to do.

Midnight moved in further, her lips just barely touching Shy's. The timid yellow mare squeaked cutely as she felt the mare's soft lips brush against hers, making her pull her head back slightly at first. She then, hesitantly, leaned back in and softly pressed her velvety soft lips to Midnight's. Midnight put her right hand on the left side of Shy's waist as she pressed more into the kiss. Fluttershy let out a small and cute moan, matching her timid kind as she slowly reached her right hand up and placed it on Midnight's cheek, her eyes closed softly.

The black mare let out a moan as she moved her right hand to Shy's right shoulder.

Shy moved both her hands to Midnight's neck, softly starting to stroke it as she started to relax more and more, enjoying her first kiss.

Midnight then quickly grabbed Shy's butt as she rolled her into her lap.

Fluttershy shrieked and broke the kiss, startled at the sudden action of the black mare. "O-Oh my!" she muttured meekly.

Midnight smiled up at her as she placed her hands on the yellow mare's back. "Everything okay, Shy?" she asked.

Shy nodded slowly, blushing. "Y-You... j-just startled me," she replied, timidly, and gave Midnight the cutest little smile.

The black mare smiled back. "You are so cute..."

The shy mare hid her face behind her bright pink mane again as she blushed harder at the compliment. "Th-Thanks," she muttered.

Midnight placed her hand on Shy's cheek and rubbed gently.

"I... I never... f-felt so good before," Shy mumbled softly with a smile as she leaned into Midnight's hand, letting out a small coo and closing her eyes.

"Wanna feel even better, Shy?"

"How?" the timid mare asked softly as she opened her eyes again, looking into Midnight's green eyes.

The black mare moved her hand down Shy's side as she gently stroked the top of her left breast with her thumb.

Shy blushed at the touch on her left breast. "O-Oh..." she moaned softly.

Midnight kept rubbing as she began looking over Shy's breasts.

The timid mare noticed Midnight's look and eeped cutely. "I... I know... th-they're... kind of... b-b-big," she mumbled ashamed.

"No, don't worry, I... I like 'em."

"Th-They're not... too big?" Fluttershy asked, sounding relieved.

"Not to me, they aren't."

Shy smiled softly and hugged Midnight, mashing her huge, soft boobs into the black mare's chest.

Midnight hugged back. "If it's not to much to ask... may I see them?"

"Wh-What?" Shy gasped softly, and trembled slightly as she bit her lower lip, thinking. "O-Okay..." she replied shyly.

Midnight smiled and leaned in, kissing her on the lips before leaning back against the couch.

Fluttershy kissed back and moaned softly. Slowly, she reached her hands up, pulling her top up as she did so, her huge tits now just covered by a light pink bra.

Midnight eyed them as she looked back up at Shy.

"It's okay, Shy..." said Midnight, an unusual amount of kindness in her voice for someone with her background.

Fluttershy smiled and took a deep breathe as she snapped her bra open, letting it drop, her well shaped, soft D-cup tits springing free.

"Mmm..." moaned Midnight. "They look so good..."

"I-It... feels weird... t-to show them off like that..." Shy stated shyly.

"Well... would you like to see mine? Would that make it less weird?"

"I-I don't know... m-maybe."

Midnight smiled and slowly pulled her top off, revealing her nice, b-cup size breasts. (note that she doesn't appear ripped though if you felt her arms and legs, you can feel her strong muscles)

Shy blushed, looking down at Midnight's breasts and slowly poking the left one with her index finger. "Th-They're soft..." she muttured, seemingly relaxing again.

"So are yours..." said Midnight as she felt the tops of Shy's big breasts. "So... are you surprised by how gentle I can be, Shy?"

Shy nodded. "Y-Yes... a-at first, I... I felt afraid... back when you sat next to me in the bar," she said shyly.

"Yeah... I bet... And just now when you were watching me with that punching bag... Well, I thought it was about time I showed you, if anyone, my gentle side. I hope you like it."

"I do," Fluttershy replied and smiled warmly.

Midnight smiled and slid her hand down Shy's back to her butt and gently gripped it. "You have amazing curves..."

"Th-Thanks... and... you have r-really hard muscles," Shy said and blushed as she ran her hands over Midnight's arms. Though, she didn't look overly muscular at all, Shy still could feel her strong muscles beneath her black skin.

"Which makes it even more surprising how I can be so gentle..." she said and rubbed Shy's butt. "Mind if I see more of you, cutie?"

"C-Cutie?" Fluttershy asked shyly, blushing at the nickname.

"Well, you are," said the black mare.

Fluttershy smiled with a deep blush on her cheeks as she leaned in, nuzzling Midnight's cheek softly. "Y-You are... so kind and gentle to me," she whispered happily.

"Well, you're a very kind and gentle mare, yourself..." said Midnight, rubbing Shy's back.

"Y-You can see more of m-my body... i-if you still want to, that is," Shy mumbled softly into the black mare's ear.

"Mmm... I'd love to..." said Midnight sensually.

Fluttershy nodded and smiled softly as she got up and hesitantly pulled her skirt down.

Midnight watched as Shy's breasts dangled. "You have such a hot body."

The timid mare blushed even harder as her skirt fell down to her ankles, revealing her light pink and white striped panties. "I-I'm not... u-used to... getting so much compliments," she muttered, feeling a little ashamed as she covered her breasts with her arms.

Midnight reached out and gently rubbed Shy's left hip. "I can stop if you want..."

Fluttershy slowly lowered her arms and shook her head slowly. "N-No, i-it's alright... It f-feels kinda nice," she replied shyly, smiling.

Midnight smiled back, running her thumb across the rim of the panties.

"M-My p-panties, too?" Shy asked quietly as she began trembling in nervousness.

"Up to you... and at your own pace."

"I-I'll... k-keep them on for a little longer... i-if you don't mind," Fluttershy mumbled and slowly sat down next to Midnight, looking up at her.

Midnight smiled. "My turn?"

The shy mare squeaked slightly and shifted her eyes from side to side, thinking. "U-Um... o-only if y-you want to..."

The black mare nodded and stood up, facing Fluttershy. She then slowly slid her shorts down, now standing in her black panties. She gave Shy another warm smile before pulling them off, too.

Fluttershy gasped and quickly covered her eyes with her hands. "O-Oh my!"

Midnight giggled and leaned in, gently placing her hands on Fluttershy's.

Shy slowled lowered her hands a bit, looking up at the black mare's face. "S-Sorry."

"Don't apologize, sweetie. I understand. First time, right?"

The timid mare nodded slowly, whimpering. Midnight smiled and leaned in, giving her a light kiss on the lips before pulling a few centimeters away. The shy, yellow mare smiled and relaxed somewhat at the kiss. She took a deep breath and lowered her hands completely, looking down to Midnight's exposed marehood with an crimson red face.

The black mare smiled and stood up. "Well?" she asked, doing a slow 360-degree spin. "What do ya think?"

Fluttershy looked the nude black mare over and gulped, feeling a certain heat rush into her abdomen. "Y-You... l-look... s-s-sexy," she stammered cutely.

Midnight smiled and sat down beside her. "Feels good to be nude."

"I-It does?" Shy asked, sounding as if she wasn't believing the mare at all.

Midnight spread her legs and put her arms out on the back of the couch, leaning her head back. "Mmm... Yeah..."

The yellow mare couldn't help but stare at Midnight's exposed marehood. She even could see a hint of that squishy, soft and warm inner flesh that was hidden behind the outer lips of the mare.

Midnight eyed her and smiled, stroking her hair with her left hand. "Go on... Touch it."

"T-Touch it? B-But... i-it's such a... private area of your body..." Fluttershy stammered nervously, switching between looking up at Midnight and down to her nethers.

"Not private to you," said the black mare, rubbing the back of Shy's neck. "Not anymore."

"Wh-What do you mean?" Shy asked curiously as she slowly placed her hands on Midnight's right thigh, rubbing it slightly.

"Well, since we're... you know... I'd say none of my body is off limits to you."

"O-Oh... S-So... y-you really w-would be okay... i-if I..." she asked and eyed Midnight's marehood again.

The black mare nodded with a warm smile. Fluttershy gulped and slowly reached her right hand out, touching her fingers lightly to the black mare's outer lips. A light blush appeared on Midnight's face as she let out a sensual gasp of pleasure.

The shy mare rubbed her fingers lightly up and down on Midnight's pussy, before looking down to her own, still covered one. "Th-This... i-isn't fair, I guess," she mumbled as she stood up and grabbed her panties. Taking a deep breath, she slowly slid them down her legs, bending over as she did so and causing her huge breasts to dangle.

Midnight reached out with a smiled gentle rubbed Shy's left breast up and down.

Fluttershy gasped softly at the touch on her tit and her nipples hardened as she stepped out of her panties, getting back onto the couch. "I-It... r-really does feel good to be... nude," she mumbled, smiling softly as she reached her hand out and began to rub Midnight's left breast slowly.

Midnight smiled. "Now, come here," she said, holding out her arms. "Let's be nude together."

Shy smiled and gently hugged Midnight, snuggling up to her as she squished her huge, soft tits to the mare's two soft mounds. Shy shuddered and cooed at the feeling of their two naked bodies touching each other's and the body warmth of Midnight. "Mmm... feels good." she muttured softly.

Midnight smiled and hugged Shy as she laid back on the couch, with the Shy mare on top.

Fluttershy let out a small giggle and nuzzled Midnight softly as she enjoyed the embrace. "I... never felt so close to anyone..." she mumbled, her voice sounding different from what Midnight had heard up to now.

Shy was sounding really relaxed and happy, seemingly not caring about them being nude, or having her body touched.

The black mare smiled. "You know, uh... you're my first, too..." she said, rubbing Shy's left cheek.

Fluttershy looked at her and smiled warmly. "I am?" she asked softly as she kissed Midnight's cheek gently.

Midnight smiled. "You heard what my life was like. I didn't have time for... this. Now, shall we take this further?"

"Further? What do you mean?" Shy asked curiously, smiling.

"Sit up for me, sweetie."

"Okay," Fluttershy did as she was told and sat up.

Midnight slid her left leg out from under Shy and put it over her right leg. "Now, slid closer until we touch."

Shy blushed as she did so, looking down to their pussies. When their soft outer lips touched, she let out a small, cute gasp, blushing even deeper. "O-Oh my... s-so warm."

Midnight reached around and gripped her butt lightly before moving her hips and moaning. "Oh, yes..."

Shy gasped and let out a small moan. "W-Wow... Wh-What is this? I-It feels amazing," she moaned again and began to grind her slowly moistening outer lips against Midnight's, their clit's rubbing together.

The black mare held Fluttershy's hips as she rocked her own. "Oh, my... Oh, shit..." she moaned. "This feels great..."

The shy mare moaned and squeaked in pleasure, seemingly losing her shyness in the waves of pleasure as she rocked her hips harder. "Oh, my! S-So good!"

"I can feel... my climax rising!" moaned Midnight.

Fluttershy moaned louder and louder as she felt a tightening feeling inside her abdomen. "I... I feel something... is about to... happen." she gasped loudly.

Midnight moaned loudly. "Fluttershy, I'm... I'm gonna..."

"M-MIDNIGHT!" Fluttershy squealed and arched her back as she felt her orgasm wash over her, her body shaking in pure bliss as her tongue hung out. A few small squirts of her juice sprayed onto Midnight's pussy as she came.

Midnight moaned loudly, too as she squirted her own juices before panting. "Wow..."

Both mares were too busy to notice the front door opening.

Twilight simply stared in awe at the two naked mares, her face crimson red as she stood in the door. "F-Fluttershy!?"

Fluttershy was still shaking from her orgasm that slowly faded as she gasped and looked in horror at the door. "T-TWILIGHT?!" she squeaked, embarrassed to the bone, her face crimson red as well as she panted.

Midnight placed her hand on Fluttershy's cheek.

Dash stared at Fluttershy, her cyan face now red. "Sh-Shy?"

Shy squeaked again and quickly covered her breasts with her left arm, while using her right hand to try and cover her soaking marehood. "D-Dashie! I... u-Um..." she muttered as Twilight slowly turned to Rainbow Dash, still staring at Fluttershy who was still panting in her afterglow.

"Y-You t-two... can k-keep going... We will... leave you alone. Sorry that we interrupted you," the purple mare said in a shock- like voice as she pulled Dash out of the house by her wrist. "Come, Dashe."

"We're actually... done!" she called before looking at Shy. She reached down to the floor and picked up Shy's bra and shirt. "Here," she said, handing both to the mare.

Shy quickly took them and held the clothes up to her tits to cover them. "I... I..." she stammered, looking at Midnight and then back to Twilight and Rainbow that had stopped at Midnight's remark. Fluttershy let out a embarrassed whimper and quickly got up, not knowing what to do.

Midnight got up as well and took Fluttershy's shirt. "Forget the bra for now," she said gently. "Arms up."

The shy mare just whimpered again as tears appeared in her eyes, raising her arms slowly as she looked miserably up at Midnight.

Midnight slipped her shirt on before holding her cheeks in her hands. "We're all mares here, sweetie. Nothing to be ashamed of." She then bent down and picked up Shy's panties. "Now, sit down and put these on, okay, sweetie?"

Shy nodded slowly as she took her panties and sat down on the couch, slowly putting them on, not saying a word. Twilight slowly turned around, still blushing hard. "We're sorry, Midnight... Fluttershy... We didn't know you were... well... at it." the purple mare said apologetically, knowing how bad the shy mare was probably feeling now.

Midnight was still standing fully nude between Twi and Shy as she gently stroked the shy mare's hair. "Not your fault. I should've known better than to do it... out here."

Fluttershy whimpered and whined in shame when she finally had her panties on. She quickly hugged Midnight and began to sob softly. Twilight sighed and rubbed the back of her head, trying to not look at the nude black mare, which she found hard not to do since she found Midnight had a really nice body.

Dash eyed Twilight and then Midnight. "Could you put some clothes on?"

The black mare hesitated before smiling. "I would... but I can't reach them right now," she said, eyeing Fluttershy.

Dash sighed. "Twilight... could you levitate her clothes to her?"

"U-Um, sure." Twilight raised her hand and grabbed Midnight's clothes with her magic, letting them float over to the black mare, taking another small glimpse on Midnight's behind before finally ripping her eyes off the naked mare's body.

Midnight took her shirt and slipped it on before putting her legs into her pants and pulling them up.

Twilight chuckled awkwardly at the situation. "Well uhh..." she stammered, not really sure what to say.

Midnight gently broke out of Shy's hold and sat beside her, putting an arm around her. "Just give her time girls," she said, rubbing her shoulder. "She's in good hands."

Fluttershy laid her arms around Midnight's upper body, hugging her as she sniffled. She didn't even dare to look at Dash or Twilight.

The purple mare smiled and nodded. "I see, well... I'm glad you two found each other," she said warmly, laying her arms around RD.

Dash gave a smile and nuzzled Twi's cheek. "Let's head downstairs and you can get to know the weapons better, kay?"

Twilight smiled and nodded as she gave Rainbow a small kiss on the lips. "Okay," she said softly.

Dash smiled and headed to the basement door as Midnight placed her right hand on Shy's left cheek. "Calm down, sweetie... I'm here."

Twilight followed her downstairs as Fluttershy kept hugging Midnight, calming down slowly.

Pinks stood outside AJ's room with a tray of food, hesitating to enter due to their last conversation. She then opened the door to AJ's room with a smile. "Hey. I have, uh... breakfast."

Applejack was sitting in her bed, working her red hair band into her mane. "Ah, shucks, right on time. Ah'm starvin'," she said and smiled at the pink mare.

Pinks smiled and went over beside her. "Here," she said lowering it. "Eggs and... milk..."

"Mighty thanks, Pinkie. That looks really great," AJ said and dove right in, eating as if she haven't had any food in weeks.

Pinks sat in the chair beside the bed and waited for her to finish.

The farm mare quickly finished her meal, gulping down the milk and sighing afterwards. "Hoo-whee... That was delicious," she said and smiled. "Hey, Pinks?" she asked as she turned to her.

The pink mare took the tray away. "Yeah?"

On Applejack's lips formed a smirk as she just looked the pink mare into the eyes, as if to tease the mare.

Pinks stared back before looking away slightly, down at the floor. "What is it?"

Applejack chuckled. "Yer really cute, Pinks... Ah wanted to ask yeh again, why did ya leave only ma hand able teh unlock the bridge? And don'tcha dare leave again." she asked and turned to the pink mare, putting her feet to the ground next to the bed.

Pinks looked down at AJ's feet and then up to her face. She then sighed and looked away. "I suppose I... always hoped you'd... visit, ya know?"

"Sugarcube... now I know that yer teasin' yesterday and... what ya did to me in the bathroom... meant more to yeh then yeh said it did," Applejack said and groaned slightly as she got up, standing in just her panties as she approached the pink mare. "Ah missed ya, Pinks. and... if Ah had known it earlier... 'course Ah'd have visited ya... but, ya made very clear, back when you left, that yeh didn't want teh see any of us," AJ explained and reached her right hand up, placing it on Pinkie's cheek.

Pinks looked up at her. "Well, I... didn't want you guys to... try and get me to come back... Also, the bathroom... I-I really only did that to... help..."

"Ya didn't, sugarcube... Ah'm maybe a bad lair, but right now, yer even worse at lying," Applejack said and smiled. "It was just partially to help me, right?"

"Well, I... I'd be lying if... I said I didn't enjoy it..."

"Don't'cha go worryin' yer cute lil' head 'bout it. Ah ain't mad at ya," AJ said and gave Pinkie a small smile before slowly sitting back down on the bed with a few small grunts.

"You're... You're not?"

"Nah. Back when ya left the room yesterday, all shy and embarrassed... Ah thought yeh were so cute... and yeh still are... Even if ya try to be tough, ya still have the soft and funny side and ya can't deny that. Ya'd just be lyin' teh yerself," the farm mare said and chuckled.

Pinks smiled. "Soft, yeah... Only for you, AJ..."

The farm mare smiled and blushed lightly. "Ah never thought ya'd feel like that fer mem" she stated.

"Yeah... I didn't think so, either..." said Pinks with a smile as she eyed AJ through her long hair.

"Hey, Pinkie?" AJ asked softly, dropping onto the bed on her back as she stared at the ceiling.

"Yeah, AJ?" asked Pinks with a slight blush.

"Do ya have a punchin' bag or somethin' Ah could use? Ah need to blow off some frustration and stress," the farm mare asked and smiled at the pink mare.

"Do you feel up to it?" asked Pinks. "How's your stomach?"

"Still hurtin', but Ah can handle it and Ah need to stick to mah trainin'... Besides, Ah asked fer a punchin' bag... Think about it," AJ replied and chuckled.

"You still need to twist your body to punch, AJ."

"Ah know. It's just a lil' trainin'. What's the harm in that? Ah promise that Ah'll stop as soon as the pain becomes too strong, okay, Sugarcube?"

Pinks hesitated before nodding. "Sure..." She then stood up. "Need help?"

Applejack smiled and held her hand out. "Thanks, Pinkie."

The pink mare nodded and helped her up.

"Could ya get me... dressed, maybe?" Applejack asked sheepishly.

Pinks hesitated before smiling. "You wanna punch a punching bag and you can't dress yourself," she said, reaching down and picking up AJ's shirt. "You impress me."

"Hehe... Yeah, well... Fer me, it's like... restin'... Ah feel usually much better after Ah trained fer a lil' bit," Applejack replied, smiling sheepishly.

Pinks nodded as she positioned AJ's shirt behind her. "Right arm out, please..."

AJ raised her right arm to the side as she was asked.

Pinks slipped it on and brought the other side of the shirt around. "Now, slip your left in."

The farm mare, again, did as she was told, smiling. "Yer really carin', Pinks."

The pink mare smiled as she eyed AJ's breasts before looking up at her eyes. "Only to you," she said as she began tying the shirt closed.

AJ chuckled as she noticed the pink mare looking at her two, prized apples. "Ya really like 'em, huh?" she asked, teasingly.

Pinks chuckled. "Maybe..."

"Tell ya what, Sugarcube? After Ah'm through with mah trainin'... maybe Ah'll let ya play with 'em fer a bit," Applejack said teasingly, her eyes half-lidded.

The pink mare smiled. "Oh, will you, now?"

"After the trainin', Sugarcube," she replied with a small and seductive wink.

"Need help with your pants or are your panties okay?"

"Why ya askin'? Wanna watch mah bum while Ah hit the bag?" AJ asked teasingly as she flicked her tail.

"Um... Just askin'..."

The farm mare smiled. "Ah don't think Ah'll need them."

Pinkamena nodded. "Follow me, then," she said, heading slowly towards the door. "And hang onto me if you need to."

"It's fine, thanks," Applejack said and smiled, following the mare.

Pinks led her down the stairs and into the kitchen. She then went behind the table in which she was sitting when the Mane 5 arrived and head to a door. Upon opening it, she headed down into the basement. "My training room's down here."

AJ kept following her slowly, hissing slightly in pain as she stepped down the stairs, holding her stomach. "Never thought... Ah'd hate stairs this much." she mumbled.

Pinks chuckled as they reached the bottom. The room had a punching bag in the center and a gun rack to the side with pistols and a gun holster.

Applejack sighed as she reached the bottom, herself. "Nice trainin' room ya have here, Pinks," she said as she went over to the guns, looking around.

"This is what you're after, yeah?" asked Pinks, rubbing the punching bag.

Applejack turned around and nodded. "Yeah, it sure is. Ah hope ya have some spare punching bags," she said and chuckled as she approached the punching bag, placing her right hand on it.

Pinks smiled. "And this room is good for a bomb shelter, too, ya know."

"Shoot, yer thinkin' of everthin', huh?" Applejack asked with a small chuckle and took a step back, raising her arms. She then swung her right arm and hit the punching bag hard, making it swing hard as she grunted and grabbed her stomach from the pain. "Oof... Darn it."

"Too much?"

"Nah... Ah'm fine. Just gimme a sec," Applejack replied and groaned, laying her hands on the punching bag.

Pinks got ready to help her if she needed it.

The farm mare took a deep breath and stood straight again, raising her fists. She began to repeatedly punch the bag with just half of her full power, still making the bag swing around quite a lot. She let out a grunt with each punch. "Ah'll... try teh... just ignore the pain..." she huffed out through gritted teeth, starting to sweat slowly.

Pinks nodded. "Another useful technique."

"Useful... but... dangerous," the farm mare replied and kept hitting the punching bag.

"Not if you do it right. You can't completely ignore. Just don't let it slow you down."

"Ya... forget... 'bout... one thing..." AJ replied between grunts, sweating more as she raised her right fist next to her head and laid all her weight into the last punch. With a heavy grunt, she sent the punching bag flying through the room and she dropped onto her knees, panting heavily.

Pinks knelt beside her. "What's that?" she asked, rubbing the mare's back.

"If... yer injured... and ya ignore the pain as... good as ya can... yeh could... ruin yer body due to the strain... Maybe the wound won't heal properly and then... yer handicapped fer the rest of yer life... Know what ah mean?" AJ explained between grunts and heavy breaths.

"Not if you acknowledge the pain and treat it afterwards. That's how I keep going."

AJ let out a breathless chuckle and coughed. "Ugh... Ah think... Ah'm finished with mah trainin'..." she stated, her panting slowing down slowly.

Pinks smiled. "You did good. But you still need time."

"Yeah, Ah think Ah really should... just concentrate on restin'... It's no use to train in such a condition," the farm mare replied and grunted as she pushed herself up, standing shakily and stumbling forward, laying her arm around Pinkie. "Whoops... sorry, Sugarcube."

The pink mare smiled and stood up, helping AJ up with her. "No problem at all, AJ."

AJ smiled and gave Pinkie's cheek a soft peck, chuckling. Pinks looked at her and smiled at the peck.

"Maybe ya'd like teh do some trainin'?" Applejack asked and smiled.

"What kind of training?"

AJ raised her eyebrow at this. "What are ya thinkin' Ah meant, Sugarcube?" she asked as a small grin formed on her lips.

"A-Ah didn't... I mean... I didn't... mean anything... by it..."

"Hehe... Yer such a bad lair, Pinkie... It's okay. Just be honest with me," Applejack said, smiling warmly at the pink mare.

"I honestly didn't know what you meant by training. What did you think I meant?"

"Ah thought ya were implyin' to... ya know," Applejack replied and blushed. "But, Ah actually meant, why don'tcha show me yer trainin'? Ah could watch ya." she stated.

Pinks smiled and pressed her Cheek to AJ's, their lips extremely close. "You really wanna see me in action, sugarcube?"

The farm mare blushed slightly deeper and nodded slowly. "Ah'd love that."

Pinks nodded as she sat AJ down against the wall and dragged her punching bag back to where it was hanging. "Special hook, AJ. Instead of breaking, it just lets go." She then raised it and it snapped back into place. "Gotta love technology." She then began punching it, moving the bag a surpassing amount for someone of her size.

Applejack smiled and watched Pinkie's punches. "Ya'll mighty strong yerself... And yer leg work's fancy, too," she stated.

Pinks smiled as she kept punching. "I don't have the... power punch like you, though."

"But yer much faster... Ah trained only fer strength... Yeh'd probably be able teh become just as strong as me, but ya'd lose yer agility and speed to do so," the farm mare replied and chuckled.

"That's why I also jog."

"Joggin' huh? Well, maybe Ah should try this, too, sometime," Applejack stated as she kept watching the pink mare.

Pinks then began delivering kicks to the punching bag with light grunts. "Maybe we can... jog together some time," she said between kicks.

The farm mare smiled. "Ah'd love that."

Pinks smiled and kicked and punched the bag a few more times before stopping and wiping her forehead. "I do love a good workout."

"Me, too. Ah love the feelin' after a nice and hard workout... Totally exhausted, but ya still feel really darn good," AJ said and chuckled.

The pink mare smiled and rested her right hand on the bag, looking at AJ. "So... What now?"

"Ah dunno... What would ya like teh do, Sugarcube?" Applejack asked as she slowly stood up.

Pinks sighed and went over to her, sitting down beside her. "No clue. Your stomach feel any better?"

"Nope. Well, not much," AJ replied, looking down at Pinkie.

The pink mare nodded. "It will soon... I hope..."

"Me, too... Ah just hope the others are doin' good without me," the farm mare said, and leaned her back to the wall, sighing.

Midnight swung her sword and Twilight blocked it. The black mare smiled and lowered her sword. "Good job, Twilight. I think it's time we call it for the night. Got a big day tomorrow."

Twilight smiled, lightly panting as she wiped her forehead. "Okay. Thank you again, Midnight.... you know, for showing me."

The mare nodded. "I'm just... gonna go check on Fluttershy. Pick any of the guest rooms on the second floor. Third floor's mine."

"Thanks, Midnight. Good night. See you tomorrow," Twilight said and smiled as she put the training sword away and headed upstairs. "Rainbow?" she called out, wondering where the cyan mare was.

"I'm here," said the cyan mare who was sitting on the stairs, watching. Rarity stood beside beside her. "You're doing absolutely marvelous, darling."

The purple mare blushed slightly at the compliment. "Thanks, Rarity." She got over to Rainbow Dash and bent down, giving her a small kiss on the lips. "Midnight said we should pick one of the guest rooms and stay for the night."

The cyan mare nodded. "All right, then," she said, standing up. "Let's head."

Twilight smiled and nodded, laying her arm around Rainbow as she followed her upstairs. Fluttershy was sitting on the couch, looking shyly at them, still somewhat ashamed for what happened earlier that day.

Midnight followed Rarity up and headed towards the couch. The fashionista kept going to the stairs, briefly glancing back at Shy. "Hey..." said Midnight gently as she sat down beside Fluttershy. "How ya feeling?"

Shy leaned in to Midnight, nuzzling her chest as she laid her arms around the black mare. "B-Better..." she mumbled.

Midnight smiled and stroked hr hair. "Sorry that happened. I should've known better..."

"I-It's okay... it was just... another embarrassing moment in my life," the shy mare mumbled and sighed.

Midnight smiled. "Maybe it doesn't have to be."

Fluttershy tilted her head. "What do you mean?"

"Well, if you got over this fear, then maybe it won't embarrass you again."

"But, how?" the shy mare asked curiously and looked up at Midnight.

"A nude sleepover," said Midnight with a smile.

Fluttershy squeaked and went crimson red at this. "N-N-Nude... s-s-sleepover?"

"Yeah. That way we'd all be used to seeing each other naked. Plus, we're all girls, yeah? So, it's not like we don't have an idea what they look like nude anyways."

"B-B-But... I-I don't think I c-c-could do this..." Shy mumbled, hiding her face behind her mane.

"I'll be right there with you... and all the others would be naked, too."

"B-But... th-that's the problem... W-We would all be naked... Oh, my..." Fluttershy was trembling slightly at the thought of seeing all her friends naked.

"But, do you think it's possible that it would help you?"

"I... I don't know... M-M-Maybe." Fluttershy replied timidly. "B-But... d-do you th-think... th-the others w-would... d-do something like that?"

"Not sure. They're your friends."

"I... I don't know," Fluttershy sighed.

"Want me to... ask?"

Shy whimpered slightly and nodded slowly. "Y-Yes."

Midnight nodded. "Wait here, sweetie," she said, giving Shy a kiss before getting off the couch and heading towards the stairs.

Once on the second floor, she stood in the hallway. "Who's still up?" she called.

Twilight opened the door of the guest room she and Dash had picked. "We are. Is something wrong, Midnight?" the mare asked.

Rarity opened hers, too.

Midnight looked at them. "I have an... odd request... but it might help Fluttershy with her fear of... being seen naked by another mare. I already asked her about it and she wants me to ask you."

The purple mare tilted her head and stepped out of the guest room, wearing a very long, night blue t-shirt. "Oookay, what would that be?" she asked curiously.

"Nude sleepover."

Twilight shook her head, thinking she was hearing things. "Um, sorry, come again?"

"Nude sleepover. Fluttershy needs to feel comfortable around other mares, yeah? I was just with her and... it makes me sad to see her like that," she said, sounding sympathetic.

"Oh, um... w-well..." Twilight blushed and hesitated, turning around as she looked at Rainbow Dash who was sitting on the bed. "Wh-What do you think, Dashie?"

"Nude sleepover?" she asked, thinking about it. "I... suppose it'd be okay... Like you said, we're all girls..."

"Okay..." the purple mare nodded and turned back to Midnight. "Well, I guess we will join," she said and smiled. "It's for helping Fluttershy, after all."

Midnight smiled and nodded, looking over at Rarity. "You?"

The white mare nodded. "For Fluttershy... anything."

Midnight looked at Twilight. "And who knows? This may even become a thing we do..."

Twilight blushed a little deeper and nodded, smiling. "Yeah. Who knows?" she replied and chuckled.

"Well, I'll bring Shy up and we can start... if you wanna do it now..."

"Sure. Why not?" the purple mare replied and looked at Dash, smiling. "Shall we, then?" she asked and grabbed the bottom of her long shirt.

Dash smiled and gripped her own. "Sure."

Rarity smiled. "Of course."

Midnight gave a nod. "I'll go get her and we can all meet in my room. It's the biggest." She then made her way back downstairs.

Twilight giggled as she pulled her shirt up and off over her head and throwing it aside, standing fully nude. "Okay, we will wait there," she said to Midnight.

When she got back downstairs she saw that Shy was no longer on the couch. In fact, she was nowhere to be seen. "Fluttershy?" she called. "Sweetie?"

"I-I'm h-here," Fluttershy's meek voice came from behind the couch as the shy mare slowly poked her head out from behind it.

Midnight smiled. "Come on. They said yes and are waiting in my room for us."

Shy whimpered and slowly sank back down behind the couch, before sighing. "O-Okay..." she mumbled and slowly got up and went over to Midnight, hugging her.

The black mare hugged back. "Come on," she said, leading her to the stairs.

Fluttershy followed her quietly and looked to the ground, her heart beating fast in nervousness.

Midnight led her upstairs to the third floor and stopped at her door. "Okay... You wait here and I'll make sure they're ready, okay?"

Fluttershy nodded slowly. "O-Okay..."

Midnight kissed her before opening the door and slipping inside. "Ready, girls?" she asked.

Twilight was sitting on the bed, along with the other two mares, completely nude and blushing slightly. "Yes, we are." she replied, smiling.

Midnight nodded and took off her bra and panties, tossing them aside before heading over to the bed. "Now, we all know how she's gonna react... What I'm gonna do is my best to calm her down and get her to relax."

"This will be hard for her. To be honest? I was quite surprised that she agreed to this... I mean, even I feel a little uncomfortable right now," Twilight stated, blushing deeper as she looked Midnight over, before tearing her eyes back to the mare's face.

Midnight smiled. "Then, maybe you need this experience, too." She then headed to the door and slipped back out. "Shy? Still here?"

The shy mare gasped softly and turned around, blushing as she saw Midnight standing there, completely nude. "Y-Yes..." she mumbled shyly.

"Now, you already know that they're naked inside, yeah? So, I want you to picture them naked in your mind right now. It'll make the scene a lot less shocking, okay?"

Fluttershy nodded slowly and whimpered. She began to blush hard as she imagined all her friends being naked. "O-Oh my."

Midnight rubbed her back. "Let me know when you feel comfortable enough."

The shy mare nodded and took a deep breath. "I... I think... w-we c-can.... t-try now," she mumbled nervously.

Midnight smiled and opened the door. "Here we go," she said, leading Fluttershy inside.

Fluttershy slowly stepped inside. She was still wearing her shirt and panties. The shy mare kept her stare at the ground, not yet daring to look at her friends.

Midnight closed the door and stood behind Shy, rubbing her shoulders. "Have a seat if you'd like."

Shy nodded and slowly looked up. She let out a high-pitched squeak and quickly got behind the black mare as she saw the three naked mares on the bed. "O-O-Oh, my..."

Midnight patted Shy's right arm and turned to face her. "Shy... listen... You're not the only one feeling uneasy about this..."

"I-It's just... it feels... wrong," Shy mumbled ashamed, her face crimson red as she timidly looked over Midnight's shoulder at her friends.

Twilight smiled warmly, blushing lightly herself. "Come on, Fluttershy, relax."

"Yeah, even Twilight's a little uncomfortable, aren't ya, Twi?"

"Yes, I know how you feel Fluttershy, but we are all girls. Come here. Sit with us," Twilight said warmly, smiling at the butter mare as she patted the spot next to her on the bed.

The shy mare whimpered and slowly got around Midnight and approached the bed as she looked her friends over.

Rarity smiled at her. "It's okay, darling. Nothing to be scared about." Midnight followed Fluttershy and whispered, "When you're ready, you can take your clothes off, too. But, only when you're ready."

Fluttershy climbed onto the bed and nodded. She pulled her legs close to her body and hugged them, hiding her face slightly behind her knees and mane.

Midnight got on the bed on her knees beside Shy. "So, let's give Shy some time to relax while we discuss what we're gonna do tomorrow, kay?"

Twilight nodded in agreement. "Sure, and I even got an idea what we could do tomorrow," she replied and smiled, gently rubbing Fluttershy's back.

"Oh?" asked Midnight. "What is it?"

"I think we should check on Applejack. Maybe she won't be in perfect shape, but I think she would be happy about a small visit from her friends. Besides, Midnight could meet Applejack and Pinkie." Twilight explained, scooting a little closer to Rainbow Dash and laying her arm around the cyan mare, smiling.

Fluttershy just nodded quietly and slowly reached down to the bottom of her shirt, not yet pulling it up.

Midnight smiled, seeing Fluttershy start to loosen up. "I'd love to meet them. And, then afterwards, if this... AJ is feeling better, the seven of us can go on the attack."

Twilight sighed and hung her head. "Six. Pinkie won't come with us," she said in a slightly sad tone.

Midnight sighed. "Oh... Some kind of... fallout between you, or somethin'?"

"I wouldn't call it that. It's just... one day she left us, saying something about she'd be better off without us and that we were just slowing her down. We visited her two days ago and talked to her... Well... AJ challenged her and lost, so she stayed with Pinkie," the purple mare explained, smiling weakly.

"They had a bet? And it was if AJ lost, she'd have to stay with Pinkie?"

"No, sorry, my mistake. She stayed with Pinkie because she was hurt by her. The bet was about whether or not Pinkie comes back into our group," Twi explained to Midnight.

"I see... And this Pinkie is helping her get better?"

"Yes... Well, I think so," Twilight replied and thought. "I don't think she would let Applejack do anything stupid again, you know? That mare is quite stubborn," she stated and chuckled.

Fluttershy was listening the mares talk and act as if nothing had changed, even as they were naked. She bit her lower lip and closed her eyes, slowly pulling her shirt up and off over her head, her huge breasts slapping to her chest as she did so.

Dash eyed Shy and smiled before looking at Twilight and the others. "Yeah, I bet Pinks is taking good care of her. I mean, she now considers us friends again and... we all know how Pinkie treats her friends."

Twilight smiled and nodded. "Yeah, she's actually a really good friend... That's why it's such a shame she left us," she stated and she noticed Fluttershy had taken off her top. She blushed hard as she saw the mare's big breasts. "W-Wow... Shy, they're... gorgeous," Twi said, making Shy squeak and cover her breasts with her arms.

Midnight eyed Shy and then looked at her, smiling. "It's okay, Shy. Show off your gorgeous breasts," she said, leaning in and kissing her cheek.

Twilight blushed and sighed. "Sorry, girls. I should've known that it would scare her, but... I just couldn't resist," she said and chuckled sheepishly. "Sorry, Fluttershy."

The yellow mare looked up and shook her head slowly, letting go off her breasts and showing them off. "I-It's okay, Twilight... I... I mean... y-you all a-are just doing this for me. I-I'm sorry," Shy replied softly, still blushing hard as slowly grabbed her panties and pulled them down too, throwing them aside.

Midnight smiled. "You're doing great, Shy. Really. So, tell us how you feel right now."

Fluttershy took a deep breath and looked at her friends, one by one. "I... I think... it's n-not too bad," she said timidly, hiding her face behind her mane.

Midnight leaned in and rested her cheek on Shy's shoulder. "So, tomorrow we set off o our journey. First, to Pinkie's house and then to the Forbidden Zone."

"Right. I think that's a good plan," Twilight said and smiled, hugging Rainbow Dash softly.

Dash put an arm around her as Midnight nodded. "Anyone wanna add anything else?" Rarity hesitated before shaking her head.

Fluttershy shook her head, too. "Well, it's settled then. Tomorrow is a big day, girls. We should get some rest," Twilight said in an eager tone.

"How do we get there?" Dash suddenly asked. "Hmm?" asked Midnight, her head still resting on Shy's shoulder. "It's the other side of the world, yeah?" Midnight smiled. "Let ME worry about that."

Fluttershy snuggled up to Midnight a little more, laying her arms around her gently. "Well, if Midnight says she knows a way into the Forbidden Zone, everything's fine, right?" Twi asked with a smile.

Dash and Rarity nodded. The cyan mare let out a yawn. "I think it's time we got to bed. Big day ahead of us."

"Right. We all should rest now," Twilight said and got up next to the bed, holding out her hand to Dash. "We'll see you tomorrow girls."

Midnight smiled. "See ya. You girls look great, by the way." Rarity and Dash blushed slightly.

Twilight blushed deep at this and chuckled sheepishly. "Thanks. You look awesome yourself, Midnight," she replied and went over to the door. "Good night, girls."

"Night," said Midnight as Rarity followed Twilight. "Good night, Fluttershy," said Rarity.

"G-Good night... g-girls," Fluttershy mumbled as Twilight exited the room, heading for her and Dash's room.

Rarity made her way to her own room after shutting the door behind her. Midnight then rubbed Shy's back. "You did really good, sweetie. Feel better?"

Fluttershy was blushing deeply as she looked up at Midnight, smiling warmly and nodding. "Y-Yes... I feel much better," she mumbled softly.

Midnight then laid on her back on the bed and held out her arms. "Come here, sweetie." The yellow mare quickly snuggled up to Midnight, nuzzling her cheek and cooing softly. Midnight closed her eyes and smiled as she wrapped her arms around Shy. "I love you," she whispered.

Fluttershy gasped softly at this. She never heard someone say this to her. She smiled broadly and tears of happiness filled her eyes. "I... I love you too, Midnight."

Pinks helped AJ back onto her bed. "Need help with your boots? Or do you think you can do it now?"

"Ah think ya'll have to do it," Applejack replied and sighed. "Sorry."

"It's okay," said Pinks heading over to AJ and pulling off her boots, setting them beside the bed. "Shirt, too?"

Applejack nodded and smiled up at her. "Thanks, Pinkie."

The pink mare nodded and began undoing the mare's shirt.

The farm mare smiled and leaned in and hugged Pinkie while she was undoing her shirt, stopping her with this action as she rested her chin on the pink mare's left shoulder. "Would ya like teh keep me company tonight, sugarcube?" she asked with a soft whisper.

Pinks gasped softly as she blushed. "You want me to... sleep with you tonight?"

AJ chuckled softly. "Yes, Ah'd like teh have ya sleep in here with me," she said and slowly broke the hug, pulling back and looking into Pinkie's eyes.

Pinks still held onto her shirt as she just stared at AJ. She then let a small smile creep onto her face. "Okay, AJ..."

AJ smiled at the pink mare and leaned back. "Better git me undressed then, Sugarcube," the farm mare said and smirked.

Pinks pulled AJ's shirt off the rest of the way and set it aside. "You know, I... like to sleep naked..."

Applejack blushed slightly. "Well... Ah'm usually sleepin' in just mah panties, but, Ah could try it all in the nude as well... if yeh'd like me to..." AJ leaned in a bit and rubbed Pinkie's cheek with her right palm affectionately.

Pinks' blush reddened. "Only if... you want to..."

The farm mare nodded with a warm smile. "Ah sure do wanna try it, Sugarcube."

The pink mare smiled and gently gripped AJ's panties. "Okay, then," she said pulling them down and off.

"It's not like ya didn't see me all naked anyways..." the farm mare said with a seductive grin. "But Ah'm mighty curious what you look like all naked," she added, her blush deepening.

Pinks smiled and dropped AJ's panties onto her shirt. She then got up and went around to the other side of the bed and sat down, her back to AJ as she pulled off her shorts and top. She was now completely naked as she looked over her shoulder at AJ. "Need help lying down, or you good?"

"Nah, Ah can do that without help," Applejack stated and smiled as she got her legs onto the bed and slowly laid down on her back. She then rolled onto her side slowly, facing the pink mare. Pinkamena smiled as she turned, sliding her legs up and under the covers, her breasts now in plain view as she lied down. The bed sheets now covered most of her breasts.

"Yeh hidin' somethin'?" the farm mare asked and grinned. She reached her right arm behind her head and pulled her blonde mane to the front to undo her hairband.

"No, this is how I normally sleep. Why?"

AJ chuckled as her mane was now free. She threw her hairband aside over her shoulder and raised the covers, flicking her tail up to undo the other hairband as well. "Nothin'. Ah just kinda hoped Ah could get teh see yer nice body," she replied.

The pink mare smiled. "Oh... Okay..." she said, sliding the sheets down and revealing her beasts.

AJ whistled, impressed as she saw Pinkie's exposed upper body and smiled. "There are only few mare's that Ah think are sexy... and yer certainly one of 'em, Sugarcube," she said as she eyed her breasts.

Pinks blushed and smiled. "Thank you..." The pink mare was now acting completely different from earlier. Before, she seemed hardcore and badass. Now, she seems sweet, innocent, and caring.

"Ah love to see that Pinkie Pie fer a change," said the farm mare softly, running her right index finger throughout the pink, straight mane of the mare, caressing her neck gently with her fingertips.

"What do you mean?"

"Ya know what Ah mean... The soft Pinkie. That Pinkie we all like the most... That Pinkie..." AJ stopped as she leaned in close, their lips almost touching. "That Ah like the most," she whispered in a very soft tone.

The pink mare let out a small gasp. "AJ, I..."

Applejack kept her face close to Pinkie's as a soft smile spread on her lips. "What are ya waitin' fer? Do ya think Ah'm this close teh yeh 'cause Ah think it's funny?" the mare asked, seductively.

Pinks hesitated before leaning in, gently kissing AJ. The blonde farm girl let out a small moan, closing her eyes as she savoured the kiss. Pinks closed her own eyes and leaned a little further in. AJ reached her right arm around the pink mare, gently rubbing her lower back as her left hand gently grasped Pinkie's right hand, interlocking their fingers as she kept kissing her. She then slowly slipped her tongue into Pinkie's mouth. Pinks suddenly seemed to instantly get more into it the moment they held hand. She pressed her lips more against AJ's and let out a soft moan. Applejack let out a muffled giggle and hold Pinkie's hand tightly as her other hand slid down to her butt, grabbing her left ass cheek roughly but not too rough. Pinks did the same, gently rubbing AJ's butt as she slipped her tongue into Pinks' mouth. AJ slowly broke the kiss, just to trail soft pecks down on Pinkie Pie's face and to her jaw, then down her neck, her shoulder, and then collar bone.

"Oh, Applejack..." Pinks gasped softly.

"Ya know, Ah sure hope yer okay with me bein' the one on top... 'cause Ah don't like to be bossed around much." Applejack said in a soft and low moan as she gave the pink mare's neck a few love nibbles.

Pinks grinned. "You'll be... surprised."

"Oh, will Ah be? How so?" Applejack asked with a smirk as she licked Pinkie's left ear, blowing hot air into it as she moaned.

The pink mare gripped AJ's wrists and rolled on top of her. "Like this." She then began gently licking AJ's left cheek, letting out soft moans.

AJ grunted slightly, but kept smiling. "Oh, ya would regret this if Ah was in better shape, Sugarcube. But, maybe Ah'll let yeh be on top... fer now..." the farm girl said and chuckled at the licking.

Pinks gently rubbed AJ's side. "I see you're getting better, AJ. Otherwise that should've hurt more." She then leaned in and kissed her neck.

It was a bright day as the group left Midnight's home and headed towards Pinkamena's.

Midnight had her arm around Fluttershy as she looked at Twilight. "Don't forget your sword training, Twi, kay?"

Twilight smiled and nodded. "Of course not. Rainbow Dash will help me with that, right, Dashie?" she asked softly, her arm around Rainbow Dash's hip.

Dash smiled and nodded. "Of course." Midnight nodded. "Good."

"I certainly hope Applejack is alright..." Rarity said.

"I'm quite certain that everything's all right," Twilight said to help comfort Rarity somewhat.

"Well, if she had gotten some rest, she should feel better now," Fluttershy mumbled to the two mares, smiling.

The group continued on until they arrived at Pinkamena's house. "Here we are," said Dash. She stepped up to the hand scanner and placed her hand on it.

"Error," said a computerized voice.

She pulled her hand away. "Huh?"

"Error? How is that possible?" Twilight asked, curious yet slightly alarmed. "Wasn't it working fine a few days back?"

Dash tried again and still nothing. "What's going on?"

Suddenly, the drawbridge lowered, revealing Pinkamena holding two guns. "Oh... It's you girls... and someone new..."

Shy squeaked and quickly hid behind Midnight as she heard Pinkie's tone, intimdating her a little. "P-Pinkie..." she mumbled.

"Pinkie, we're here to check up on you and Applejack. Are you two okay?" Twilight asked.

"It would be dreadful if anything was wrong with any of us. One can never be too sure." Rarity added

Pinkie holstered her left gun as she took a few steps forward, pointing her gun at Midnight. "Who the hell is this?"

Midnight patted Shy's arm. "I'm a friend."

"A friend, huh?" asked Pinks.

Fluttershy gasped as Pinkie pointed the gun at Midnight. "D-Don't sh-shoot her, Pinkie, please," she mumbled, afraid and shaking slightly.

"Pinkie, I don't think you want to pull that trigger." Twi says seriously, calmly looking right at her friend while Rarity tried her best to not start panicking.

The pink mare eyed the others. "And you all... trust her?" she asked.

The shy mare hugged the black mare from behind and nodded slowly.

"Yes. I know I do." Twilight says, nodding.

"And I as well," Rarity adds

Pinks eyed them and then Midnight before sighing, lowering her gun. "All right, then. Come inside, girls. I'll let AJ know you're here," she said before turning and heading back inside.

Fluttershy sighed, relieved, and her tight hug around Midnight's waist loosened a bit. "Oh, goodness," she mumbled softly.

"Thank you, Pinkie, for being trusting of our friend." Rarity said as she and Twilight followed the pink mare, anxious to see how their other friend was doing

Midnight put her arm around Shy and followed Rainbow Dash inside.

Once inside, Pinks made her way to the stairs. "Wait in the living room. I'll go get her." She then headed up the stairs.

Dash nodded and headed into the living room, followed by Midnight and Shy.

Applejack yawned as she got out of bed, stretching her arms out. "Ah feel pretty good today. The pain in mah stomach gets weaker every day," she mumbled to herself with a smile.

Twi and Rares nodded as well, each finding a spot to stand or sit and wait

Just then Pinks entered the bedroom. "Get dressed AJ. Your friends..." She hesitated and sighed. "Our friends are here."

AJ looked at Pinkie. "They're here? Okay, tell 'em Ah'm comin'," the farm mare said happily and slowly bent down, only slightly grunting as she picked up her shirt and panties.

She slipped her legs into her panties and pulled them up. Pinks smiled and left the room, heading downstairs.

She then made her way into the living room. "She'll be down shortly."

"Thank you." Twilight said, smiling at Pinks.

Pinks nodded and sat down in an arm chair by the living room entrance, looking at the group. She was wearing her leather outfit again that covered all but her head. She also had on her back leather gloves and boots. Around her waist was her gun holsters.

Soon, the group could hear soft footsteps coming down the stairs. Applejack was now dressed, up to her cowboy boots and hairbands. "Hey, there, girls. Mighty nice of ya'll to come and look fer me," she greeted, smiling.

"Nice? Why, I daresay it's our job as friends to look out for one another. Am I right, girls?" Rarity asked, looking at each of her friends

Dash smiled and nodded. "Of course. We're worried about you. How ya feeling?"

Applejack stepped into the room and smiled. "Ah'm feelin' pretty good, thanks to Pinkie, here..." she said and then noticed the black mare that was standing in the room with Fluttershy. "Who's that?" she asked curiously.

"Name's Midnight," said the black mare. "Nice to meet you, AJ."

"Well, nice teh meet ya too, Midnight. Are ya a new friend of ours?" the farm mare asked and approached her, holding out her hand with a smile.

"Yes. She has yet to do anything that warrants suspicion, so we don't mind calling her a friend." Twi explained, smiling at Midnight.

The black mare held out her hand and shook AJ's. "And I'm... sorta in a relationship with one of your friends," she said, leaning back and putting an arm around Fluttershy.

Applejack looked at Fluttershy, then back at Midnight. "Well, slap mah knee and call me Skippy. I'm happy fer ya two. Especially for you, Shy." the farm mare said and smiled warmly.

Fluttershy blushed deep red and smiled back. "Th-Thanks, Applejack," she mumbled shyly.

"I, for one, was quite shocked when it turned out that Fluttershy found a special someone, but of course I was very happy for her." Rarity says. Twilight looks at AJ and simply smiles at her, looking relieved

"So, are you fit for travel, AJ?" asked Midnight.

Applejack shrugged. "Ah dunno. Up to now Ah feel pretty good. Only slight pain," the farm mare replied. "Ah think Ah'm good to go."

"Are you sure? We don't want to seem as though we're forcing you to do anything if you can't." Twi explains

AJ chuckled at this. "Haha. Good one, Twi. Nah... Ah feel really good. Like Ah can handle anythin'," she said with a broad smile and then looked around. "Um, Ah just dunno where Ah put mah ax." she mumbled, smiling sheepishly as she rubbed the back of her head.

Pinks stood up and went over to the stairs. She soon returned, dragging the ax by the handle near the blade so as not to scrape her floor. She also seemed to be straining as she brought it into the room. "Here."

"Ah, shucks, Pinks. Ya just could've said where it was. No need teh strain yerself so much," Applejack said and smiled. Out of reflex she placed a soft peck on the pink mare's cheek as she grabbed her ax as if it was a soft and light pillow. "Oh bollocks..." she mumbled as she realized she just had kissed Pinkie in front of the group.

Twilight, upon seeing the kiss, blushed and cleared her throat while Rarity giggled a little, a huge smile on her face.

Applejack quickly buckled the heavy ax to her back and turned to the group, sweating slightly in nervousness. "Ah, um... I-It's not what it looked like... It was just a... a..." The farm mare sighed, defeated, knowing she was a bad lair. "Okay, it was a kiss," she admitted, bushing.

Pinks blushed a little. "Yeah..." She tried to not let it ruin her look of total bad-assery but the blush showed her soft side.

"I think I speak for all of us when I say that it makes no difference to us. We don't think of anyone any different for who they're with." Twi says in an attempt to put AJ and Pinks at ease

Applejack chuckled awkwardly. "Um, hehe... Anyways, thanks fer lettin' me stay, Pinks," she said and turned to Twilight. "What have ya'll planned now?"

Twilight blushed a little, embarrassed. "Well, to be honest, I haven't thought that far ahead yet. I've been doing my best to keep up with the here and now..."

Midnight smiled. "I don't hide my relationship with Shy, do I? In fact, I show it off." She then kissed Shy on the cheek.

Shy blushed, deep red but smiled. "I... I love you, Midnight," she mumbled softly as she nuzzled the black mare's neck.

"I love you, too."

Not quite knowing what to say or do, Twilight absentmindedly stared down at the ceiling, waiting patiently

AJ smiled. "Well, are we good teh go now, or not?" she asked, kind of eager to see if she was able to wield her ax again.

Dash smiled and stood up. "If you're ready, AJ."

"Ya bet Ah am, Sugarcube," the farm mare replied. "Just lemme git mah boots and mah hairbands," she said and quickly headed up the stairs.

Fluttershy smiled. "I'm glad that she feels better."

"I know I am surely relieved," Rarity said, smiling at Shy

Pinks smiled. "Well... You girls better get going if you wanna get there before night."

Twilight nodded. "Yes. Shall we, girls?" she asked, anxious to get moving

Dash smiled. "Let's go." Midnight stood up. "You know, I was so into our walk I almost forgot about transportation."

AJ looked at Midnight and crooked her eyebrow as she came down the stairs, putting her hair in her traditional ponytail. "Transportation?" she asked, sounding a little confused.

"What kind of transportation?" Twi asked curiously

Midnight smiled and pulled a rectangular device. "Yes," she said, pushing a button. "Transportation."

Fluttershy looked at the device and tilted her head. "What is that, Midnight?" she asked curiously.

"How does that assist us? Does it transform into some kind of vehicle?" Twilight asked

"If you'll follow me outside," said Midnight, heading for the front door and opening it. Pinks was eying her the whole time.

Fluttershy followed the balck mare closely. "Well, what are we waitin' fer?" AJ stated as she headed outside as well.

Midnight headed out into the field and just stood there. Twilight and Rares followed, both quite curious

"Well... Now, what?" The farm mare asked, looking around and wondering why they stopped on the fields.

"Wait for it," sang Midnight as a low humming noise was heard, coming closer.

Twi cocked her head to the side, straining her ears in hopes of finding out what it was quickly Just then four, shiny, silver Hover Bikes shot over the grass and parked in front of Midnight.

She then turned to the others. "Transportation. Bikes built for 2."

Applejack just stared in awe. "Whoa, nelly."

"Amazing... I don't recall ever hearing anything about something like this..." Twi said as she approached one of the bikes, looking at it all over. "They ARE quite clean. And a bit stylish as well. They'd be even better with more colors..." Rarity said to herself as she looked at the same one as Twilight

AJ approached one of the bikes as well. "Who cares 'bout them bein' clean? They're just supposed to take us from point A to point B," she said and rolled her eyes at the fashionista's remark.

"So, the six of us will fit on three of them," said Midnight, running her hand across one of them. "I'll leave one with Pinkie in case she decides to join us."

"Perfect. Rarity, you're with me, okay?" Twi asked, to which Rares nodded. "You can drive, darling. I don't want my clothes to get any dirtier than they need to get." she added, sticking her nose up in the air. Twilight rolled her eyes and got on the bike. "Fine, fine. Come on then."

"Perfect. Dash, you're with me, okay? Rarity, do you mind going with AJ?" Twi asked.

Applejack looked at Rarity. "Well, as long as our princess here doesn't start complainin' about any dirt from the road, or because of the wind that's ruining her mane, Ah'll let her drive with me." she stated.

Midnight smiled and mount done of them. "Come on, Shy, sweetie."

Fluttershy nodded and slowly mounted the bike Midnight was sitting on, hugging the black mare tightly from behind. "D-Drive slow, okay?" she asked a little nervous.

Applejack quickly swung onto a bike herself. "Yeehaw, let's get goin'!" she exclaimed eagerly and chuckled. "C'mon Rares," she added as she looked at the white mare.

Rarity quickly and carefully got on the bike, wrapping her arms securely around AJ's midsection. "I trust you'll at least keep us alive, no?" she joked, giggling a little while Twilight waited on Dash. "Dash, you coming?"

Dash hopped on the back of the bike. "Ready, girls?" asked Midnight?

"Ya bet!" AJ replied and grinned.

"You sure you don't wanna drive, Rainbow?" Twi asked, knowing the cyan mare's desire for high speeds.

"Really? You'd let me drive?" asked DAsh with a smile and a hint of exaggeration.

"Ha... ha..." Twi said sarcastically, rolling her eyes. "But, yes. Here," she added, getting off the bike to let Dash scoot forward.

Dash smiled and moved to the driver's seat. "So badass."

Twi smiled and got on, wrapping her arms around Dash's abdomen. "Try to not get us killed, okay?" she teased.

Dash giggled. "I'll try." Midnight smiled. "Right pedal is gas and the right is the brake. Now, shall we go?" Pinks walked up to AJ. "Be careful, huh?"

AJ smiled and blushed lightly as she leaned in to Pinkie. "'Course Ah'll be careful. Ah need teh come back safe and sound teh show ya who's the boss in bed," she whispered seductively and gave her a kiss on the lips.

Rarity giggled, overhearing the little talk. "My, my..." she teased AJ.

Applejack gasped and pulled back from the kiss, blushing hard. "R-Rarity... Ya didn't hear that, did ya?" she asked, embarrassed.

"Worry not. I won't say a word," Rares said, but the large grin on her face said otherwise.

"Rarity! Ah dare ya!" AJ growled and glared at her.

Pinkamena put her hand on AJ's cheek.

Rarity then looked serious. "You have my word." she said, nodding once at the workmare.

"Good, sugarcube." the farm mare said and looked back at Pinkie. "Love ya," she mouthed with a smile.

Pinks gave her a quick kiss on the lips. "Love ya, too," she mouthed before taking a few steps back.

Midnight smiled. "All right, then. Let's go," she said, stepping on the gas and taking off.

"Let's do this!" Dash shouted excitedly before stomping on the gas, taking off fast with a terrified Twilight hanging on for her life.

Applejack took off as well, following the others.

The bikes made a low humming noise and were surprisingly quiet.

"I kinda expected these things to be louder. I wanna hear the engine scream when I gun it!" Dash complained audibly, despite the high speeds she was travelling at.

"You girls don't know much about Hover Bikes, huh?"

"Ah just know 'bout choppers," AJ threw in.

Fluttershy hugged Midnight as tight as she could. "I-I just know... th-they're fast," she 'meep'd out.

"Not really, no. But I'd love to know more about them!" Twi said, smiling at the thought of new knowledge.

Midnight grinned. "They run on air. It gets sucked in and pushed out the bottom at high-speeds. We could probably go across short stretches of water if we had to."

"Well, that explains why they're not as loud as the normal bikes," Applejack stated, impressed by what the black mare just had told them.

"Amazing... I'm going to see if they have books about these things!" Twi said, grinning

Midnight chuckled. "Look around you girls. Enjoy seeing life at 300-miles-per-hour."

The shy mare clamped even tighter around Midnight's waist. "G-Go... slower, please..." she said with her feared, timid voice which was barely loud enough to reach the black mare's ears..

Midnight looked over her shoulder. "We still have a ways to go, but... do you really want me to slow down?"

"It's just too fast," Shy replied, raising her voice slightly more.

Midnight nodded. "Alright." She looked around. "You girls continue straight ahead until you see the canyon. I'll hang back with Shy."

Twilight and Rarity nodded, ready to tell each driver what to do in case they didn't hear.

Applejack sighed, a little annoyed at Fluttershy's behavior. But, knowing the timid mare that she was, she nodded. "Okay, We'll meet there. Watch out, you two," she said and followed Twilight and Rainbow Dash.

Dash nodded and kept her speed as Midnight slowed down to 100 miles-per-hour.

"I-I'm sorry, Midnight... I don't want to slow you down, but it was just too fast for me," Fluttershy timidly stated, whining slightly as she felt bad for being a bother.

Midnight smiled. "It's okay. Anything for you, Shy."

Shy hung her head slightly. "I-I'm always slowing everyone down," she mumbled, still feeling bad.

Midnight reached her hand back and rubbed her side. "Don't worry about it, sweetie..."

Dash and the others continued on at 300mph. "How far do you think the canyon is?"

"No idea. All I heard was to keep going straight. No indication of when we might get there." Twi said

"Ah hope we'll git there soon. Ah think mah butt needs a small resting. After all, Ah'm not used to sitting on a bike fer so long," Applejack stated as she looked around, admiring the landscape.

Dash chuckled. "Calm down, AJ. I'm sure we'll get there in no time going at his speed!" One hour later. "How much further?!" complained Dash.

"I wish I knew. I really wish I had more information... like an estimated time of arrival!" Twilight complained, looking annoyed

Applejack groaned and shifted slightly on her bike. "If we took this long teh git here, how long will Fluttershy and Midnight need?"

Dash squinted her eyes and pointed. "There! The canyon." She then just stared as the canyon got nearer. It didn't look natural but rather made from the impact of a large meteor. "Holy shit," she gasped.

"Oh my gosh..." Twi mouthed, looking over Dash's shoulder at the canyon. "Thank goodness! It's about time!" Rarity whined, anxious to get off the bike

Dash pulled up to the canyon's edge and parked it.

Applejack parked a few feet away from the canyon, her butt now giving her too much pain to keep going.

She quickly jumped off and rubbed her behind. "Oh mah stars, mah bum is all numb." she complained and groaned.

"Oh, I'm sure it is..." Rarity whispered to AJ suggestively before giggling to herself while Twilight and Dash got off the bike and the purple mare stretched. Twilight then peered over the edge of the canyon.

Applejack tilted her head at Rarity's remark. After a minute, she got what the fashionista meant and glared. "Rares! We weren't doin' that at all yesterday night, so stop that!" she braked at her.

The cyan mare eyed the two but said nothing. Rarity knew when enough was enough, leaving AJ alone and simply began wandering around curiously while Twilight observed the canyon.

AJ blushed slightly as she slowly made her way over to the canyon, kneeling down and looking down into it. "Sure is deep, that canyon," she mumbled and sighed.

Dash kicked a rock into it. "It's big."

"Yes. It appears to be quite large. If I had to guess, it may very well be one of the largest I've seen in all the research I've done on Geography," Twi says in nerd mode again.

"Shucks, ya even did yer fancy studyin' about canyons an' stuff?" Applejack asked, not really surprised by this but trying to sound as interested as possible... which wasn't that much at all.

Dash chuckled. "Twilight knows a lot about a lot."

"Rainbow is right. Besides, It's very important to know about how the land is formed. Take this canyon for example. They're usually created when two large plates of the planet move and..." Twilight started explaining, completely bookworming out.

Applejack groaned and rolled her eyes as she got up. "Rainbow? She's startin' again... and Ah don't understand nothin' of what she's talkin' 'bout," she complained.

"Doesn't matter, does it? This canyon in particular... doesn't look natural. Canyons I've seen in her books... aren't almost perfectly rounded..."

"... and on the opposite end of the spectrum, if a fissure isn't created..." Twi kept spewing information.

The farm mare just shook her head and slowly walked along the edge of the canyon. "And she just keeps mumblin' nonsens," she groaned.

Dash put a hand on Twi's shoulder. "Twilight... You know I find your nerdiness sexy, but we've been driving for over an hour. Let's rest."

Twilight blinked and closed her mouth. "Huh? I did it again, huh?" she asked, blushing lightly and grinning sheepishly at Dash

"Yeah... You did."

Applejack had walked quite a bit, standing a few yards away from them as she turned around, her ears swiveling. "Did she stop?" she asked, shouting slightly to be heard by the two mares.

"Sorry..." the nerd said to Rainbow.

"All clear, Applejack!"

Just then they all heard the faint hum of a Hover Bike.

AJ slowly trotted back to the group as she heard the faint humming. "Ya'll hear that? Ah think that's our Flutters and Midnight," she stated.

"Well, I dread to know who else it might be if it's not them." Rarity said.

The Hover Bike came into the view on the horizon and was approaching quickly. Before they knew it, the two mares pulled up and Midnight parked it. "Made it."

Applejack sighed. "Finally."

As Fluttershy heard that, she whimpered. "S-Sorry girls... It's my fault," she mumbled ashamed.

"It's quite allright dearie. We aren't upset with you." Rarity said, smiling at Shy

Midnight got off the Bike and inhaled. "And we're here," she said as she exhaled, heading tot he edge of the canyon.

Applejack got next to Midnight. "Yeah, we are, but what now? Do ya want us to jump down into the canyon, or what?" she asked curiously.

"The Skrawl are camped out at the far end of this canyon. They're getting closer and closer to New Manehattan every day. It'll take us about 10 minutes to walk there from here. You all ready?"

Twilight nodded confidently. "I am."

"Ya bet Ah am. Can't wait to finally swing mah ax again," AJ replied eagerly.

Midnight smiled as she pulled out her sword. "Canyon walls aren't that steep. Follow me." She then jumped off the edge and hit the slope, sliding down. Dash watched her. "Damn."

"Jeez, girls... Where'd ya'll find that crazy mare?" Applejack asked with a chuckle as she grabbed her ax and jumped over the edge, slowing her fall by slamming the blade of her ax into the stony canyon wall.

Twi looked at Dash. "You first."

Dash chuckled and jumped after AJ, following the mare's move with her swords.

Fluttershy took a few steps back, whimpering. "W-We... r-really have to use that way?" she asked, afraid.

Twilight looked around, then spotted a mostly-smooth rock that was round. Using a bit of magic, she lifted it up and inspected it. "Hey Fluttershy? I was going to just elevator myself down on this. I don't care to have a broken leg. You want to hop on to? I think there's just enough room."

"O-Okay. B-But d-don't drop us, okay?" the shy mare mumbled as she shakily got over to Twilight, waiting for the purple mare to step onto the rock with her.

Twi nodded and got on the oddly-shaped rock as Fluttershy hugged her close. "Don't move around if you can help it. We both can barely fit on this." She looked down at the rock. "Okay... Here goes..." she said, focusing hard to lift the rock with herself and Shy on it before slowly and carefully lowering them down into the canyon

Midnight looked up. "There you are."

Soon, the rock floated only inches off the ground. "Okay. Down you go, Fluttershy."

Fluttershy hopped off and sighed, relieved. "Thank you, Twilight," she said in a grateful tone, smiling softly.

Midnight headed over to Fluttershy. "I almost forgot. What's your weapon of choice?"

"Oh, um... I use throwing knives," Shy replied softly, smiling.

"Mmm... Nice. And Rarity?"

"I've got my marvelous bow, of course." Rare says

"Yes, I think I remember hearing something about arrows. Well, if you're all ready... Follow me," she said, turning and walking towards the other end of the crater.

Applejack heaved her ax onto her shoulder and started walking after the black mare as Fluttershy stayed close to Midnight. Twilight followed the others after she magically teleported her razor-sharp sword right next to her before grabbing it

Dash trotted beside Twilight and put her arm around her. "So... we're going up more Skrawl than before... How confident are you in your sword-fighting abilities?"

Twi sighed. "To be honest... not too much. Maybe enough to protect myself. You know I'm not nearly as physical as you." she said, frowning a bit.

"That's okay. Just don't get reckless and I'll do what I can to protect you, kay?"

Twi smiled at Rainbow. "Thank you. I'll do my best to not slow you down too much."

"Don't worry about it."

Midnight walked beside Fluttershy. "How ya feeling?"

Fluttershy looked up at her, hiding her face halfway behind her mane again. "I... I'm kind of nervous and... s-scared," she mumbled timidly.

Rarity caught up to AJ, looking at the impressive ax. "How heavy is that thing? It must weigh a ton!" she said, a little curious.

AJ chuckled at this. "Well it is mighty heavy, but Ah never really weighed it. Ah guess it's around 200 lbs," the workmare replied and smiled at the fashionista.

Rarity's jaw dropped. Sure, she knew her friend was strong, but this just proved she severely underestimated AJ.

"Hehe, Ya should see yer face, Rarity. What did ya think Ah trained so hard fer?" Applejack asked and placed her free hand on Rarity's shoulder, smiling.

Midnight put her arm around Shy. "Can I tell you a secret, sweetie?" // Dash looked at AJ. "Just don't strain yourself. You know how Pinkie would feel."

Shy looked up at Midnight and nodded. "Sure," Applejack sighed. "Yer right, but Ah know how much Ah can strain mah body and yeh guys need me," she replied to the cyan mare.

"If anything happens, Applejack, you know we won't hesitate to assist you." Twilight assured the work mare, smiling at her

"Thanks, Twi. And Ah won't hesitate either teh help ya'll," AJ replied with an big smile.

Midnight leaned in close to Shy and whispered, "Whatever happens... promise me you'll always love," she said softly, stroking the mare's hair.

The shy mare gasped and looked at her. "W-What do you mean, Midnight?" she asked, slightly confused.

"Well, I've never been up against this many at once... I just wanna know... that you'll always love me."

Fluttershy hugged Midnight quickly and nodded with a sniffle. "Of course, but don't make it sound like you won't survive," she said in a sad tone.

Midnight kissed her cheek. "I may be tough but I'm not afraid to admit when something is gonna be hard... I love you, too."

"I love you, too, Midnight. So much... And I will do anything to to protect you," Fluttershy said cutely as she sniffled more, smiling up at the black mare.

Midnight smiled back

"And you..." Twi said, pointing at Dash, "Try not to do anything too crazy, okay? I... I don't think I'd be okay if you got a little too careless."

Dash smiled. "Of course, Twi."

Applejack sighed as she heard the couples talk. She would be a lot happier and a lot less nervous about the upcoming fight if the Pink mare was there as well.

Dash looked over at her, noticing she had a look. "AJ? What's wrong?" She paused, thinking for a second. "It's Pinkie, isn't it?"

AJ turned her head away from the blue mare to avoid her seeing her facial expression. "A-Ah dunno whatcha talkin' 'bout, sugarcube," she replied, slightly shakily as a small sniffle escaped her.

Dash sighed. "She made her choice, AJ. And once we're done here you can see her again."

"We'll make it through this together. We've always had each other's backs." Twi adds encouragingly.

"Ah know... it's just... Ah... Ah hoped she'd change her mind... after what happened between us," the farm mare said in a slightly sad tone, hanging her head a bit.

"Pinks seemed to care about you... from what I saw," said Dash. "But, she made it quite clear that she'd rather work solo."

"Dash! There's no need to be so blunt about it... She feels bad enough," Twi fussed, lightly slapping Dash's arm.

Dash flinched slightly. "Hey... I'm just saying she shouldn't feel bad about something that's out of her control."

"It's okay... Ah understand what she means, Twi," Applejack threw in, smiling softly at them as everyone could still see her slightly sad expression.

Midnight suddenly ran over to a line of large rocks and hid behind them. "Quick," she urged.

Fluttershy "meep"d and quickly went over to Midnight.

"What?" Applejack asked confused.

A second later she understood and hid behind the rocks as well. Twilight and Rarity quickly made their way behind the cover as well, both staying quiet

Dash followed Twilight as Midnight peeked around the edge. "There they are," said the black mare. "The last of the Skrawl," she said. A group of them were a ways away but they were getting closer. "You girls ready?" she asked as she spotted something shiny passed the creatures. She then pulled out a sword and a gun.

Applejack grabbed her ax with both hands and nodded. "Ah'm ready," she said quietly.

Rarity knocked an arrow into her beautiful bow while Twi's hands faintly glowed with ready magic. "Ready," they both whispered

Dash eyed Twilight and held out a blade. "Ready for one? Or you gonna stick to magic?"

"Magic is my forte. Sorry. Rainbow, but I don't feel confident enough just yet," she explained kindly.

Dash nodded. "They're getting close," said Midnight. "Let's get 'em."

AJ nodded along with Fluttershy, tightening her grip on the handle of her heavy two-handed ax. Twilight focused and Rarity's arrows, as well as Fluttershy's knives. glowed a faint purple, Twi's magic altering them to make them much more effective against their enemies.

The Skrawl got closer and then Midnight dove from their cover, firing her gun at the Skrawl. They all hissed as three went right and three went left as the remaining four spread out. "Come on," said Midnight, holding her sword out by her side. Dash ran to the left with her swords at the ready.

Applejack jumped onto one of the rocks they were hiding behind and then jumped onto the closest, swinging her ax downwards and sinking the heavy blade of it deep into its body as blood sprayed out of the wound. Fluttershy ran passed the rocks and reached into her mane. Pulling out the enchanted knives, she threw them and looked surprised at how fast and forceful they flew towards their target.

"Wow..." she mumbled, before returning her concentration on the enemy, pulling out more knives.

While Twilight kept herself hidden, yet allowed herself to keep an eye on her friends, Rarity pulled the arrow back and took aim before letting it fly. As it sped toward one of the creatures, it let out a light whistle while spinning. Not only did the arrow hit its mark, but it even drilled its way through the thing completely, leaving a gaping hole. Rarity was impressed, but kept her focus as Twilight magically enhanced the next arrow, as well as Shy's knives.

A Skrawl then whipped it's tail at Rarity, hitting her in the stomach. Dash dodged a wing attack from another and sliced the wing off. The creature hissed in pain as blood leaked form the wound.

Applejack was trying to keep standing on the Skrawl she had jammed her ax into. She moved her weapon back and forth, trying to free it from the wound as it seemed to be stuck between in a bone that it had cut through.

"Darn thing! Ah don't have time fer this! Come on!" she grunted as she pulled harder.

The Skrawl beneath her bucked wildly and hissed and snarled, trying to get the mare off its back with its tail. Fluttershy noticed that AJ had trouble and concentrated her aim on that Skrawl, throwing her knives at its legs to not hit her friend by accident and to make the creature immobile. A few of her knives hit their mark, sending the Skrawl to the ground as its right leg gave way beneath it due to the wounds on it.

Thinking fast, Twilight noticed a medium-sized boulder. She grunted in focus as she lifted it, then hurled it at the Skrawl that hit Rarity. With a satisfying crunch, the large rock hit the thing right on the side of its body, leaving it writhing on the ground

Midnight aimed her gun at the writhing Skrawl and shot it in the head before swinging her sword, cutting off an attacking Skrawl's hand.

Applejack finally ripped her ax out of the Skrawl's back and quickly swung it again, jamming the blade into its neck with a loud growl. She then yanked her ax back out and jumped off the beast, about to cut its head off as another Skrawl lunged at her from behind. The farm mare turned her head just in time to see the blow of its tail coming.

"SHIT!" she yelped as she was thrown away a few yards, landing on her back. She felt one of her ribs crack, making her grunt in pain. "Not good." she mumbled to herself through gritted teeth.

Seeing AJ get hit, Twilight stood up. "Applejack!" she shouted right before one of the creatures took her by surprise and hit her right across her back, knocking the wind out of her.

Before she fell, she quickly levitated the damn thing and threw it quite a ways. Right after, she fell to her knees, struggling to suck in fresh air. This left her extremely vulnerable. Another one sneaked up behind her and pulled its arm back before Midnight shot it in the head multiple times.

Applejack was laying on her back, groaning in pain as she tried to get up but failed. She then let go of her ax and tried to scoot backwards as the Skrawl approached her slowly, snarling and hissing at her.

"Oh damn..." she mumbled her eyes widening.

Twilight gasped as she saw AJ get hit. Levitating a nearby, decent-sized boulder, she threw it at the creature, knocking it away from her friend. Unfortunately, she left herself wide open and a Skrawl took the chance to hit Twi hard across the back, knocking the wind out of her. She dropped to her knees, reeling from the blow, leaving her open for another hit.

Twilight struggled to get on her feet but failed, still trying to get fresh oxygen. Seeing Twi down and AJ in a bad spot, Rarity got another arrow ready, and aimed at the one near AJ before letting the arrow go. It didn't kill the creature, but only stuck in its side. The thing screeched and turned it's attention to Rares, quickly moving toward her instead

Midnight ducked under a swipe from an attacking Skrawl and drove her sword into its head before she looked over at the Skrawl AJ was attacking. It was bleeding out and writhing pain as Midnight raised her gun and put a bullet in its head.

Fluttershy gasped and quickly ran over to Twilight. "Twilight, are you alright?" she asked as she stood defensively next to her, looking at the Skrawl that had attacked her friend. She pulled her knives and began to threw them at it, keeping it at a distance.

The Skrawl ran at her, screeching loudly as it held its wings out by its side.

Twi took a deep, shaky breath before turning to face the bastard that attacked her. She magically wrapped its legs up, then pushed, sending the thing face-first into the ground. "I'm... okay," she coughed at Fluttershy

Dash swung her sword as the Skrawl dodge to the side, impaling itself on Midnight's sword. She then placed her gun to its head and blew its brains out. "Dumbass."

Applejack groaned and rolled onto side to get up, slowly. She managed to get up, her legs shaking and her face contorted in pain. "F-Fuck... Ah... Ah need help," she grunted out as she saw another Skrawl approach her.

Dash gasped and ran over to her, getting between her and the creature. The other three were coming towards her as she looked around. "Girls!"

Midnight eyed them and ran to join Dash.

"S-Sorry, A-Ah messed it up... RD," The farm mare groaned, grabbing her chest beneath her right breast, right on the broken rib, shielding it from further attacks as she looked around.

Rarity soon joined the others, an arrow ready in her bow as she grimaced from the earlier stomach blow. Gently, Fluttershy helped Twilight hobble over, still taking deep breaths. "This... doesn't look... good," she managed to say

One of the Skrawl reared up and Hissed, ready to stomp the cyan mare when, out of nowhere, a sword flew the air and impaled the creature int he heart. It kissed loudly and fell to the floor, dead. Midnight looked at her sword she was holding.

Applejack looked confused. "W-Who threw that?" she asked weakly, looking around.

Twilight raised her hands, ready to fend off another one if need be. "Where did that come from?"

Applejack then spotted the owner of the blade and her eyes went wide in happiness. "P-Pinkie!" she exclaimed weakly, and smiled.

The pink mare ran towards them before pulling out her guns and fired at two of the Skrawls. They tried blocking with their wings but the bullets ripped through and hit them in the head. The last one hissed and the pink mare leapt it. It grabbed her in the air as she aimed her gun and shot it in the head. It dropped her before she walked passed her friends and pulled her sword form the other dead creature. She then went back to the recently murdered Skrawl and cut its head off. She then slid her sword back into the sheath on her back before looking at the others.

"Perfect timing. We appreciate the help," Twi said, relaxing and turning to face Pinkie.

The pink mare smiled slightly, looking her friends.

Applejack stumbled towards the pink mare. "Pinkie... what are yeh doin' here?" she asked, groaning as another jolt of pain rushed through her body.

Pinks caught her and lowered her. "Shit, AJ..." she said, sounding very concerned. "What the hell happened to you?"

The farm mare chuckled and coughed. "One of 'em beasts caught me off guard... Ah heard a crack so... Ah'm sure Ah broke somethin'," she replied. "But, Ah'm so damn happy yer here, Pinks."

The pink mare hugged her gently. "I should've been here... I'm sorry, AJ..."

"It's not your fault dearie. We all should have been more careful. But we're all fairly okay, and that's all that matters," Rarity said to help reassure Pinks.

The pink mare smiled and then looked at AJ. "You know... girls... I never told you why I left in the first place..."

Applejack looked Pinkie into the eyes. "Well, will ya tell us the real reason then, please?" she asked her softly, smiling warmly at her.

Pinks sighed. "You remember the fight with that Kryo? When we were almost killed? It was then that I realized... that I didn't wanna stick around and... watch you girls get yourself killed. I care about you all too much. Only now... I see that my absence almost got the mare I care for the most killed..."

AJ's eyes widened and tears welled up in them. "P-Pinke..." she mumbled softly and hugged her.

Pinks hugged back, closing her eyes.

"I want you to know that I don't blame you at all," Twi said to Pinkie, to which Rarity nodded in agreement.

Applejack slowly pulled back from the hug. "Yeh silly filly... Leavin' us 'cause of somethin' like that. Why didn't ya tell us? We would've been there fer ya," she said with tears in her eyes, chuckling softly.

"Pride. You should know all about that, AJ," said Pinks with a smile.

"We all should have attempted to get you to come with us, be we didn't want to upset you," Twilight said, nodding in understanding at the pink mare.

The pink mare nodded and looked around. "Where's Midnight?"

AJ spotted the black mare. "She's over there," the farm mare said and pointed into the direction.

Pinks looked. "What's she doing over there?" she asked. The black mare knelt down, looking at something on the ground.

"I simply have no idea. Maybe she found something?" Rarity said, shrugging.

AJ grunted and groaned as she slowly got up to her feet. "Why don't we... find out then?" she asked.

The pink mare nodded. "Yeah... Just take it easy."

"Ah need teh get mah ax. Ah can't let it lay here on the ground like that," the workmare stated, panting and sweating from the pain her chest was giving her.

"Leave it for now, please."

"Need me to carry it? Granted, I can't hold it for too long..." Twilight offers AJ kindly.

AJ sighed and nodded. "Okay. Thank ya, Twi," she said and then looked at Pinkie. "Could ya maybe support me?" she asked and smiled sheepishly.

"Of course," said Pinkamena as she put her arm under Aj's left and over her right shoulder.

Twi gave a little grunt as she magically lifted up the large ax, careful to not let it drag the ground, while trying to not lift it too high. She didn't want to tire herself out too fast. "Don't worry, I've got it."

"Just put it down if it's gettin' too much fer ya, sugarcube," the farm mare said and chuckled.

"No, no. I won't allow your prized ax to get any more dirtied because I'm lazy. It's the least I can do to help," she said, keeping the large weapon very well balanced, a short distance off the ground.

Applejack chuckled. "It's not 'cause it could get dirty. Ah'm not Rarity... No, it's just Ah don't want to leave it here, or even forget about it."

"And we won't forget it," said Pinks. "So, if it gets too heave just set it down."

"I know, Applejack. It's just... you know how I am. And I appreciate the offer," she said to AJ, then Pinkie.

The group got closer to Midnight as the black mare then stood up, her back to them as she seemed to be holding something that was glowing.

"Ya'll right, Midnight? Did yeh find somethin'?" Applejack asked curiously as they approached the black mare.

The black mare chuckled. "Yes... Something I've wanted for a while, too."

"What exactly is it?" Rarity asked, walking up behind Midnight, but giving her plenty of space.

Midnight turned around and in her hands was a glowing meteorite fragment. "This."

Fluttershy got next to the black mare and eyed the glowing fragment. "Wow, it looks pretty. What is it?" she asked softly.

"The fragment of one of the meteors that impacted our world. And now I have it... And I have you girls to thank for it."

"But, what do ya want it fer?" the farm mare asked, not understanding what was so great about this small rock.

"Does it hold something special inside of it? Does it power something? What's it used for?" Twilight asked, each question one after the other.

Midnight smiled. "Do you girls... really wanna see what it does?"

"Of course. I believe we're all quite curious," Rarity said, nodding.

Midnight smiled and held the fragment in her left hand as she raised her right at the girls.

Applejack eyed the black mare, panting lightly as her rib gave her another small jolt of pain. "Wh-What now?" she asked curiously.

Twilight and Rarity both raised an eyebrow at the rock, confused and waiting.

Just then Midnight's hand began to glow red. "You girls are so gullible."

Fluttershy tilted her head, confused at Midnight's remark. "Wh-What do you mean?" she asked timidly, afraid as she heard the black mare's tone.

Twilight's expression suddenly turned serious, and she lifted AJ's ax up in front of herself, suddenly on edge.

Midnight's eyes flash red as she chuckled. "I've been after this fragment for so long... but those stupid Skrawl wouldn't let me near it. I thought I'd never get it... and then I met you girls... Oh, you made it so easy. And, now I have the power... to take my revenge."

Fluttershy looked worried as she got close to Midnight. "Wh-What do you mean? M-Midnight, what is going on?"

Midnight looked at her. "Sorry, sweetie," she said, putting an arm around her. "I really do love you... but, this is something I have to do. Something I've wanted for a long time. Now, I leave you a choice... You can either come with me... or stay with your friends."

The shy mare gasped, her eyes widening. "B-But... I... I..." she stammered, looking to her friends as tears welled up in her eyes. "Why?" she asked as she looked back at the black mare.

"Because... this world took everything from me. It's only fair I return the favor."

"What do you mean? What are you going to do?" Shy asked and trembled as the tears rolled down her face.

"Why us? What have we done to deserve this kind of treatment?" Twi asked, trying to get some answers.

"The world took EVERYTHING from me... so I'm gonna take EVERYTHING from the world. Ya follow, bookworm?"

"You... mean to kill everything on the planet? That's absurd!"

"Absurd, maybe... but, seeing as how half the world is already destroyed... not as absurd as you'd think."

"And here Ah thought Ah could trust her... Shoot... Yer crazy. If yeh destroy the world, where will yeh live? Ya'll die too!" Applejack said and glared at the black mare. "If Ah wasn't hurt, Ah'd beat ya up, sugarcube, that's fer sure."

"Haven't you heard of all those colonies on the other planets? Ever since space travel, others have made homes on other planets. I'm sure Twilight's read all about that."

"But... that doesn't make sense! Why destroy this planet, then head to another? Surely you don't plan to go from planet to planet, wiping out all life in the galaxy. If you do, what will happen when you eventually die? Then there'll be no way for anything to reproduce. Are you really so selfish to deny life a chance just for your revenge?"

"I'm only interested in this planet," said Midnight. "And Luna. That bitch... She never helped me... Only made me think about the past. Said it helps to let it all out. Well, I am... and I'm still PISSED. SHE NEVER HELPED ME AND NEITHER DID ANYONE ELSE!!!" She then fired a powerful magic blast at the girls.

Applejack was sent flying back and yelped in pain as she landed on her back, hard, making her rib send a searing pain through her body, knocking the air out of her lungs.

Rarity dove out the way, barely in time, and hit the ground, letting out a little grunt. Twilight knew what was about to happen, and stood her ground, using magic to keep her footing as she grit her teeth even as the blast pushed her back a bit. Pinks and Dash flew back and hit a rock formation, falling to the ground with a grunt.

Fluttershy gasped and quickly hugged Midnight. "NOO! STOP! PLEASE!" she begged loudly.

Midnight grinned before looking at Shy, her expression softening. "Sorry, Sweetie, but I have to go now. Your friends will get up soon and I wanna be out of here by then."

Fluttershy began to sob and looked at her friends. "Y-You... Y-You hurt my friends... Why? I... I thought you loved me?" she sobbed out, glaring at the black mare, before quickly heading towards her friends to help them.

Midnight sighed before heading towards Applejack.

The farm mare was wheezing and coughing. When she spotted Midnight she weakly glared up at her. "Y-Yeh'll... pay fer... that," she grunted out, coughing again.

"Enough. Don't take another step toward her," Twi threatened the mare as beads of sweat appeared on her forehead from the magical strain of lifting the heavy ax. "I'm not Applejack, but I can still swing this," she said, although it was easy to see that if she could, she was almost at her limit from carrying the large weapon

Midnight stopped and looked over at her. "You really don't wanna stop me right now... Trust me."

Fluttershy was still sobbing as she got over to Rainbow Dash and Pinkie. "Are you two okay?" she asked between sniffles.

Dash groaned as Pinkie coughed. "Yeah..." groaned the pink mare. "You?"

Fluttershy nodded. "Y-Yes... I-I'm fine," she mumbled as she wiped her face with her arm, sniffling more.

Applejack wheezed again and rolled onto her side and scooted closer to Midnight, grabbing her ankle tightly with her last power. "T-Twiligt... n-now!" she grunted out, gritting her teeth from the pain.

"Trust you? After you attacked us and threatened this planet's life? I'm sorry, but I don't think so." Twi said, then gave a loud grunt as she magically swung the ax, intending on cleaving the crazy mare in half. But due to being tired, the ax wasn't very fast as it moved toward Midnight

The black mare's hand lit up as she grabbed Aj's ax out of the air. It was now surrounded in a red aura which meant Midnight was using her newfound abilities on it. "Gotta love levitation," she said, examining the ax. "Impressive that AJ can lift this without magic.

Applejack coughed again, groaning and wheezing in pain as her hand let go of the black mare's ankle, too weak to move anymore.

Twilight felt it the second her magic failed her, and Midnight yanked the ax away from her with no problem. "I... I'm tapped... No more..." she panted, her magic reserves exhausted as Rares knelt down beside her friends, looking up at the now-traitorous mare.

Midnight rested the ax on her shoulder as she knelt down beside Applejack. "One last gift to you, AJ... for being friends with Fluttershy and with me for a short while." She rolled AJ onto her back and placed her hand on her chest. The farm mare felt a surge of energy and pain as her broken rib mended itself.

"Argh!" AJ hissed in pain and then panted as the pain slowly faded. She looked up at the black mare before quickly rolling away from her and getting up, patting her ribs. "Y-Ya healed me?" she asked confused.

Midnight stood with her. "Like I said... only because you were my friend. Now, if you'll excuse me," she said, stepping back. She held out her hand with the shard in it and then lit up her right. She then clapped her hands together, absorbing the shard into her as her body emitted an eerie red aura. "Oh, the power..."

AJ lunged at the black mare, reaching out for her ax with her left hand, while attemting to land a blow with her right fist on the mare's head, laying all her strength into the punch with an loud grunt. "Not so fast!" She yelled.

"Applejack, no!" Twi shouted, too weak to move fast, not wanting the work mare to injure herself any more.

Midnight stepped to the side and swung her arm at AJ's neck.

The farm mare dodged the arm and brought her right fist to Midnight's stomach, grabbing the handle of her ax tightly. "Got'cha, missy," she said and smiled.

Midnight let out a groan. "Oh, you... stupid bitch..." she said before chuckling, holding her waist before she thrusted her hand towards AJ, sending out a huge concussion blast.

Applejack kept tight hold onto her ax as she flew backwards, yanking the ax with her. She landed on her back and did a few backward rolls from the momentum of the blast, finally coming to a halt on her stomach, her face in the dirt.

Midnight smiled and walked towards her. "You shoulda just let me go... Now, I think I'll break your whole body!"

As quickly as they could, Twilight and Rarity stood between Midnight and AJ. "You'll have to go through us first." They both said, standing their ground.

Midnight grinned and pulled out her swords. She held them out by her sides as they were engulfed in a red aura. The swords now looked longer and slightly bigger.

Applejack chuckled and slowly got up. "Ah just wanted mah ax back," she said as she grabbed it with both hands.

Midnight glared at them before chuckling. "Fine... I guess I can postpone your deaths till a later date." She then made her swords stop glowing as they returned to normal. She then slid them back in their sheaths. "Till next time," she said, turning and walking away.

"Ya won't leave now. Come back, ya coward!" AJ yelled as she was about to charge at the black mare.

"AJ, no. Leave her. I doubt we could get anything accomplished by trying to keep her here." Twilight said, knowing that at the moment, they all were no match for the much more powerful mare

Dash nodded. "Twilight's right. "We need to find a way to fight back. Right now, we wouldn't stand a chance. I mean... she was as skilled as Pinkie if not more before... and now, with the meteor fragment..."

AJ gritted her teeth in frustration. "Fine... But, next time Ah see her, she'll pay fer everythin'," she growled.

Dash patted AJ's shoulder before heading over to Fluttershy. "Um... Fluttershy? Are you okay?"

Fluttershy was sitting on the ground, sobbing and sniffling. She nodded slowly. "I-I'm fine... I... J-Just give me a second... okay?" she mumbled out between sobs.

One could clearly say she wasn't all right at all. Dash knelt down and put an arm around her to give her comfort. Rarity made her way over to Shy and sat down next to her before gently hugging her, patting her back, letting her cry on her shoulder.

"Thanks Rainbow." she mouthed silently to her friend, smiling.

Dash smiled and nodded, rubbing Shy's back before getting up and heading over to Twilight. "I never thought I'd say this... but we need to read those history books of yours."

Fluttershy began to openly weep as she hugged Rarity. "I... I l-loved... loved her!" she wailed out.

"I know, darling... I know..." Rares gently whispered to Fluttershy as Twi looked at Dash. "Huh? My history books?"

"Yeah. We need to find out more about these meteors. Perhaps there's more around and we can use them like Midnight did."

"Did ya'll see how strong she became with that darn rock? She took mah punch like it was nothin'..." Applejack growled in frustration, kicking a small stone.

"Don't worry, AJ," said Pinkie. "We'll find a way." She then turned to Dash. "And what did you mean by her being 'as skilled as me if not more'? Did you see me? I took four out in..."

"...ten seconds flat!" both her and Dash said together before chuckling and giving each other a high-five.

Twilight facepalmed, rolling her eyes at the two friends.

AJ just shook her head with an smile. "Well, Ah'm mighty happy the old group's back." she said.

Pinkie smiled. "Yeah... Being tough is now fun without someone else to show off to."

Fluttershy began to calm down, sniffling. "I... I'm happy, too..." she mumbled softly, wiping her face with her arms.

Twi then spoke up. "So, when do we depart?"

Pinkie looked around. "Well... if we're gonna find these meteors... I say we head back home. Twilight can then get her stuff together and we'll regroup tomorrow."

"Well, we all should head back, then. We need to prepare fer the fight," AJ said and buckled her ax to her back.

Rarity rubbed Fluttershy's hair softly. "Do you think you're ready to go?" she asked kindly.

The shy mare nodded and smiled weakly. "Y-Yes... I think," she muttured.

Dssh smiled. "Then, if we're all set, I think we should go. I just hope Midnight left our bikes."

"I agree. If not, it's gunna be a long walk back..." Twi said, looking a little worried as she headed back toward where the Bikes last were.

"Ah wouldn't count on that, but Ah sure hope so, too," AJ stated and followed Twilight slowly.

Pinks walked beside AJ. "So... Where you gonna sleep tonight?"

The workmare grinned. "Oh... Ah know a place where Ah'd like teh stay... but, not sure if a certain pink mare would like me teh," she said and chuckled, laying her left arm around Pinkie's shoulder, kissing her cheek.

"I think you said something earlier about wanting to show me something when we got back?"

"Ya bet!" AJ replied with eagerness, leaning in close. "Ah'll show ya a good buck and ya'll beg me fer more," she said seductively, giving the pink mare's ear a small nibble.

Since Twilight was the one in the lead, she got to the spot first and smiled big once she saw all of the bikes. All but the one Midnight must've taken. "Well, this was certainly unexpected. But I'm not about to complain." she said to herself, loud enough for the others to hear.

"She doesn't want us to die here," said Pinks, approaching the one she rode in on. "She wants to kill us herself."

"Makes sense teh me, but she should've killed us right away. She'll regret this so badly, Ah promise yeh," Applejack said and stood next to Pinkie.

"All in due time. Trust me, I feel the same way." Twilight said, getting on the same bike as before, waiting on Rainbow.

The cyan mare started towards Twilight but then decided to head over to Rarity for a quick chat. "Hey, Rares?"

"Yes? Is something the matter?" Rares asked.

"Well... Since Fluttershy is gonna be riding with you... could you take it slow?" she whispered.

Rarity nodded. "Of course. I really don't mind."

Fluttershy went over to Rarity, hugging the white mare's right arm softly. "I-I'm sorry... Again, I'm just slowing someone down," she mumbled in a sad tone.

Dash sighed and put a hand on Fluttershy's shoulder. "You're never slowing us down. Ain't no such thing when it comes to friends."

The shy mare smiled slightly. "Thanks Dash." she said softly.

"They're right, dearie. We don't mind taking however long we need to, to keep each other happy." Rares said to Shy, smiling.

Fluttershy began to sniffle again as a few more tears rolled down her cheeks. "Thanks, girls..." she said happily.

Dash smiled and patted her shoulder before heading over to Twilight.

Twilight smiled at Dash while Rares led Flutters over to their bike. "Ready?" the nerd asked

"Ready," said Dash, climbing onto the Bike.

"After you," said Fluttershy softly, smiling at the fashionista.

Twi hugged Dash from behind while Rarity got on the bike, smiling over her shoulder at the shy mare.

Shy hopped on and laid her arms around Rarity's waist. "Okay, I'm ready."

Pinks looked at AJ. "You ready, hot stuff?" she asked as she got int he driver's seat.

"Sure, sugarcube," AJ said and sat on the passenger seat of the bike, smiling broadly.

Rarity nodded and they soon took off at a decent speed, knowing it was okay due to Fluttershy not holding too tight onto her

Pinks stepped on the gas. "Try not grab my breasts, sweetie," said the Pink mare with a chuckle.

"Ya mean like that?" AJ asked and grabbed the pink mare's breasts from behind, squeezing them softly with a grin.

Pinks chuckled. "All right... If you really wanna..."

Cruising at the nice speed, Rarity asked her passenger, "This isn't too fast, is it?"

"No, it's okay. Thank you, Rarity," Fluttershy said with an smile.

Dash looked back at Twilight. "Ready for a nice study session tonight?"

Twilight nodded. "Of course. I've got all my notes, I believe I'm not missing any books, and if we need I can make coffee."

"Coffee, huh?"

"Hey, I drink more coffee than you probably think. Staying up all night isn't always easy."

Dash chuckled as the group rode off, heading back home

[EoW Origins #1] "Training Day"

5 Years Ago, The Day Of The Disaster...

Spitfire stood near the hangar in her traditional blue officer's uniform, minus the silly hat. "Cloudchaser," she said. "Today you will begin flying a jet," she said in a loud, commanding tone. " Should you get in trouble, and feel you can not correct your mistake, I want you to eject. Hopefully, you have learned much in your training and we won't have to lose a jet. Any questions?"

Cloudchaser stood at attention, shaking slightly in nervousness. "No, ma'am," she said, gulping slightly.

She had trained hard for this day, but she was nervous as hell.

"Good. Now, report to Hangar 4 and begin your start-up procedure."

"Yes, ma'am," Cloudchaser replied and headed over to Hangar 4, where the jet that she was supposed to fly today sat and waited.

As soon as she reached the Hangar, she approached her jet.

"Begin start-up procedure," Spitfire commanded as she approached the hangar.

"Yes, ma'am." Cloudchaser climbed up and sat down in the pilot seat. She then began to check the controls and start with the start-up procedure. "Auxiliary fuel pump, off. Flight controls, free and correct. Instruments and radios, checked and set..."

She kept going through the routine, her nervousness still clear in her voice.

"Rookie," Spitfire called to get her attention.

The grey pegasus was so lost in the routine that she gasped, slightly startled as Spitfire called out to her. "Y-Yes, ma'am?" she asked, looking at her.

"Relax. A nervous pilot is a dead pilot."

"O-Of course, ma'am," Cloudchaser replied and nodded. She then looked back at the control panels and closed her eyes, taking a deep breath to sooth her mind. "Okay... Seat belts and shoulder harnesses, fastened. Parking brake, off," she continued, her nervousness almost gone completely, but there was still a knot in her chest. After all, this was her first time she would fly a real jet.

Spitfire checked her watch before looking back at the mare in the jet.

Cloudchaser checked the last things needed and then nodded. "Okay, ma'am. The jet and I are ready," she said.

"Then, go, Rookie. I'll keep in contact via radio."

"Yes, ma'am," Cloudchaser nodded and started up the turbines. She then began to carefully maneuver the jet out of the hangar and to the left. She then, after a short while, turned right onto the runway, getting the jet into position. "All systems checked. Eagle-7, ready for take-off," she said and waited for permission to start.

"E-7, you are cleared for take-off," said a colt over the radio. "Good luck, Rook."

Cloudchaser took another deep breath. "Roger," she said and slowly pushed the throttle forward.

The turbines started to heat up and the jet started to roll along the runway, faster and faster. When the speed she needed was reached, she carefully pulled the stick back and the jet took off.

The radio in Cloudchaser's helmet crackled as Spitfire's voice came on. "Nice take-off, Rook."

"Thanks, ma'am," the grey pegasus mare replied and kept gaining altitude, waiting for orders.

"To start off... swerve left and right while staying aligned to the ground."

"Yes, ma'am," Cloudchaser said and slowly and carefully started to swerve left, before swerving to the right like she was ordered.

The jet shook slightly as she was a little too fast with the swerve to the right.

"Stay calm. Smooth movements. Now go up and down like a fish in the sea."

"Roger." Cloudchaser slowly pulled the stick back and forth in soft motions over and over again, making the jet go up and down.

"Very good. Now, show me a barrel roll."

Cloudchaser gulped and took a deep breath. "Yes, ma'am," she replied, a little shakily.

The barrel roll was something Cloudchaser trained hard at, but somehow ended up with screwing it up at the simulator. The mare carefully pulled the stick to the right all the way and the jet started to roll in the air. Cloudchaser became more and more nervous with every roll the jet did.

Spitfire smiled as she pressed the button on her walkie-talkie. "Good job. Much better than your Sim training."

Cloudchaser tried to get the jet back into a calm flight position, but as she did so, the jet began to steer upwards slowly, making her panic.

"O-Oh, god... d-damn!" she gasped out, the jet starting to stall slowly.

Spitfire sighed and rubbed her forehead, seeing the jet's engines begin to smoke.

She then raised her walkie and pressed the button. "Eject, Rook."

Cloudchaser began to shriek as the jet began to swerve and spin, losing control completely now.

"Ahhh!!! Oh, god, no!" she screamed, her mind on panic as she heard the order to eject.

She quickly pushed the eject button and was shot out as the parachute triggered and she began to slowly sink down towards the ground. The jet crashed into the ground and the mare was left crying from the fear that had filled her chest.

"Report to my office when you land, Rook," came Spitfire's voice over the earpiece.

"Y-Y-Yes. m-ma'am." Cloudchaser sobbed into the mic and waited for her landing.

She soon reached the ground, sniffling and with a tear-stained face. She then got out of the seat, took off the parachute, and began to head for Spitfires office.

After 20 minutes, or so, she was standing in front of Spitfire's door, shaking and sniffling. The shock was stuck deep in her bones.

"D-Damn!" she mumbled and then sighed, knocking on Spitfire's door. "M-Ma'am... P-Permission to enter, ma'am," she said through the door.

"Permission granted, Rook," came the commander's voice.

Cloudchaser gulped and opened the door, entering slowly and wiping the last bit of tears from her face. Her eyes, however, were still red from crying.

Spitfire looked up from some papers. Her shades sat on her desk. "What happened up there, Rook?"

"M-Ma'am, I... I..." stammered Cloudchaser and then sighed, looking at the floor. "I... I became nervous when I did the barrel roll... I trained for it so hard in the simulator... but... I ended screwing it up again... I'm sorry," she mumbled.

"Where do we look when addressing our superiors?"

Cloudchaser slowly looked up into Spitfire's eyes. "S-Sorry... ma'am," she said, looking miserable. "I started to panic after I lost control of the jet... I-It... It was all going just too fast... I... I don't feel like I'm even worthy to look into your eyes, ma'am," she added in shame.

She always admired Spitfire and she always dreamed of flying by her side, but she now knew that this was a dream far beyond her reach.

Spitfire tapped her finger on the desk before standing. She then took off her Commander's badge and set it on the desk. "Cloudchaser..." she said, addressing her by her name but still in the same commanding tone.

"Y-Yes, ma'am?" the grey pegasus mare asked, still shaking a little as she was getting nervous seeing Spitfire take off her badge.

"I didn't have you come here to point out your mistakes. I wanted to talk to you. Right now, I'm a friend, not your Commander." She then went over to a small, comfortable-looking couch. "Sit."

"A-A friend, ma'am?" she asked, confused and surprised as she slowly approached the couch and sat down.

"Yes. A Commander would say stuff, like... You just destroyed a good jet and cost us quite a bit of money..."

Cloudchaser hung her head at this. "I-I'm sorry, ma'am," she mumbled. "I... I just couldn't do anything... I... I was like... frozen," she added.

"however..." Spitfire continued. "a friend would ask... Are you okay?"

The grey pegasus mare hesitated and then slowly shook her head. "N-No... I don't think... I don't think I will ever be able to... fly a jet again," she said and sniffled, hugging herself as she started to shake. "I-It was just... too scary," she sobbed.

Spitfire placed a hand on her shoulder. "There's still time. You can just train and train until you feel comfortable enough. After all... there's always the eject button."

Cloudchaser looked up at Spitfire. "I... I don't think... I will ever have enough confidence to get into a jet again... This mistake today... sh-showed me that I wasn't meant to fly a jet... I... I always thought I could manage this task... that I could fly by your side one day..." the mare sobbed, shivering all over.

Spitfire sighed. "If you don't think being a Wonderbolt is for you, I'll understand. It's just that I can see you have potential. If you try hard and practice, you could become a great pilot."

Cloudchaser gasped and looked up at Spitfire, her facial expression showing that she was totally surprised at this. "R-R-Really?"

Spitfire nodded. "Your results in the Sims were outstanding."

"Yeah... Up to the fact that I messed up the barrel rolls every time," she said.

Spitfire nodded. "Those aren't easy. Just work at it."

"Okay, but, I just crashed a very expensive jet... I mean, I thought I would get kicked out right away," Cloudchaser stated, worried.

"Do you realize how many jets we go through in a week?"

The mare slowly shook her head. "No, ma'am."

"It's a nightmare. Fortunately, we're well-funded."

"I... I still don't feel better. I mean... my whole body is shaking. I feel the shock like I'm still sitting in that jet."

"Then, take some time to yourself."

Cloudchaser nodded and looked into Spitfire's eyes, blushing slightly as she was so close to her idol; to that mare she always admired and even had a secret crush on.

"Thanks, ma'am," she said with a small smile.

"Okay..." said Spitfire, getting up and heading over to her desk. She picked up her medal and turned to Cloudchaser. "At attention, Rook."

Cloudchaser got up and stood at attention.

"Now... I plan on taking a nice, relaxing shower... and then maybe a bath. Take some time off if you need it and report to me when you're ready to start up again."

"Yes, ma'am. Thanks, ma'am," the mare replied, and smiled.

Spitfire nodded. "Dismissed," she said, heading to her bathroom before closing the door.

It didn't latch and opened slightly. Just then the sound of running water could be heard.

Cloudchaser was about to head out of the room when she noticed the sound and that the door didn't closed completely, she began to blush hard as a thought crossed her mind. "S-Should I... maybe risk a small look?" she asked herself in her mind, her heart starting to race as she slowly approached the door through that Spitfire head just left the room.

The officer was now in her bra and panties, bent over and testing the water temperature. Her nicely-shaped ass was pointed at the door, giving any peepers a nice view of it.

Carefully, Cloudchaser peered through the small crack in the door and blushed hard as she spotted Spitfire's beyond sexy behind. "O-Oh, my gosh! Sh-She's even hotter than I imagined... My... My idol, S-Spitfire," she mumbled quietly to herself, biting her lower lip. "Wh-Who wouldn't turn into a filly fooler-- i-into a mare-muncher for that mare?" she asked herself, her voice only a whisper as she kept staring through the crack with her face crimson red.

Spitfire then stood upright and pulled her bra off before dropping it to the floor, revealing her c-cups.

Cloudchaser bit into her right index finger to stiffle a small moan as she stared at the mare's exposed back, seeing a bit of her breasts. 'Oh, gosh... how bad I want to just get a look at her two globes,' she thought as she leaned forward a bit more, the door creaking open a little more.

Spitfire then slipped out of her panties and tossed them aside.

The grey mare panted from arousal, feeling the heat rushing into her nether's as she nudged the door a little more open to have a better look. Unfortunately, it made quite a loud creaking sound, causing her to gasp, startled.

Just then Spitfire whipped around and glared at the mare. "Rook!" she yelled, heading for the door.

Cloudchaser gasped sharply in shock "Oh, f-fuck!" She stumbled backwards, tripping over her own feet. She fell to her butt with a soft thud. "Ouch!"

Staring with wide eyes at the door, she waited for the wrath of the mare to come down on her.

Spitfire opened the door, standing fully nude. "What the hell?! I give you my friendship and you repay me by spying on me?!"

"N-NO! M-Ma'am... p-please, let me explain..." Cloudchaser spoke hastily with wide eyes, shivering in fear as she scooted backwards. She then got up on her feet.

Despite her idol standing fully nude right in front of her, she didn't pay much attention to that as it seemed that Spitfire was really angry now.

"Oh? Then, explain, Rookie!"

"Y-Yes, ma'am! I... I, um... I..." she stammered nervously, her eyes shifting from side to side as she searched desperately for the right words.

"Well?!" asked the commander, getting impatient.

Cloudchaser was shaking more and more, her heart racing wildly as her face went crimson red. "I... I always... I always had a crush on you, Spitfire... I mean ma'am! Spitfire, ma'am!" she stammered, beyond embarrassed and nervous.

Spitfire's expression turned into slight shock. "What?"

"I-I-I'M TERRIBLY SORRY!" Cloudchaser exclaimed and headed quickly for the door, her face red in shame as a sniffle escaped her.

"Rook..." said Spitfire in a somewhat stern tone.

The grey mare stopped, her hand already on the doorknob as she let go again. She then turned around, her head hung low in shame. "Y-Y-Yes... m-m-ma'am?"

"How big of a crush, Rook?"

Cloudchaser hesitated before opening her mouth to speak. "I... I kinda... had a crush on you since I was 15 and... it only got stronger over the years... m-ma'am," she mumbled, ashamed. "I mean... i-it was strong enough to... drag my attention from stallion's completely... I... kind of became a... filly fooler because of you, m-ma'am." she admitted.

Spitfire sat down on the couch. "Sit, Rook," she said, patting the couch.

The grey mare slowly walked over to the couch, before sitting down, her heart still pumping wildly within her chest. "I-I'm really sorry, ma'am... I really didn't wanna spy... O-Okay, I wanted it, but... I didn't... I... I-I..." She tried to excuse herself as her gaze was drawn onto Spitfire's still completely nude body, making her blush harder and let out a small moan.

Spitfire eyed her. "You really like me, don't you?"

"T-To s-simply say I like you, would be a big understatement... m-ma'am," Cloudchaser replied nervously, her eyes staring at Spitfire's nicely shaped breasts.

The mare nodded. "I see... How happy would you be if... you could go out with me?"

Cloudchaser's mouth stood agape for a moment at this question. "I... I wouldn't even know what to say... I... I don't think there's anything in this world that would make me happier than... to be able to go out with... such a b-beautiful and strong mare like you, Spitfire... Ah! M-Ma'am!"

The mare smiled and looked ahead before resting her head on the bak of the couch. "It's okay... Cloudchaser."

The grey mare looked dumbfounded. "Wh-What do you mean, ma'am?" she asked, confused. "Aren't you... a-angry at me?"

"No... A little flattered, actually. You didn't spy on me just to see a mare naked and get off. You did it 'cause you like me."

"And, still I'm sorry, ma'am... I know it was wrong... b-but, I couldn't keep myself from doing it... and... w-well, to see y-your body even just once sure was... worth it... ma'am," Cloudchaser said and smiled nervously. "I mean... I always imagined your n-naked body when I was younger, but... I never could imagined something like this... S-Sorry, I can't stop talking... I'm nervous... Sorry... Sorry..." she mumbled, slowly hiding her face behind her hands in shame for her rambling.

Spitfire hesitated before reaching out and placing her hand on Cloud's left.

The mare gasped softly and slowly lowered her hands, looking at Spitfire. "M-Ma'am?..." she asked, a little confused and blushing at the contact.

Spitfire hesitated before smiling. "You know, I... It's been a while since I've... been in a relationship."

Cloudchaser gasped softly and blushed a little more. "Wh-What are you saying, ma'am? D-Do you mean, you'd... um... th-think about a r-relationship... with me?" she asked nervously, her heart racing in hope and arousal at the sight of the still nude Spitfire.

Spitfire nodded. "Follow me," she said, standing up and heading to the bathroom. "We can talk in here."

The grey mare began to smile broadly. She couldn't yet grasp her luck so she pinched her cheek and pulled hard, making it become red slowly. "O-Oh, goddess... I-I'm really not dreaming," she mumbled and got up, heading to the bathroom and following Spitfire inside.

The mate stepped into the shower. "Close the door."

"Of course, m-ma'am," Cloudchaser said and closed the door behind herself.

"There are conditions, however, if we go out, Rook," she said, tilting her head back and letting the water wash over her.

"Wh-What conditions, ma'am?" Cloudchaser asked nervously, panting lightly as she watched her idol take her shower, admiring her sexy and well toned curves.

"Well, when I'm working, I'll have to treat you the same as the others. No favoritism."

"Of course, ma'am. I wouldn't want it to be any other way, ma'am," she replied with a broad smile.

Spitfire smiled. "Good. I really like my job and I'd hate to lose it."

"Is there more I need to know, ma'am?" the grey mare asked, still with much respect in her nervous voice.

"Mmm... None I can think of at the moment."

"Okay ma'am. I will do my best to not dissapoint you again, ma'am," Cloudchaser said, eagerness welling up in her.

"Good. Then, I guess we can go out."

Cloudchaser had to try her best to stifle a squeal of pure happiness. The mare that she admired as an Idol for such a long time... the mare of which she thought was unreachable to her... was willing to go out on a date with her. Cloudchaser had always thought her biggest dream was to fly side by side with Spitfire, but now she realized it was much more than just that that she had craved for.

"The way I see it, you have three choices now," said the mare as she grabbed the shampoo.

"Yes, ma'am?" The grey mare asked overjoyed as she stood there in her flying suit, watching Spitfire's naked body.

"One, you can leave and do your own thing. Pull yourself back together after today... Two... you can stay here and we can talk... or three, you can come in here with me."

"Y-You mean... w-we would... sh-shower together, ma'am?" she asked carefully, stuttering slightly.

Spitfire nodded as she squirted shampoo on her hand before setting the bottle back down.

Cloudchaser didn't hesitate. Despite her nervousness, she began to undress herself. "I-I-I'm t-taking number three, ma'am," she said, her face crimson red.

Spitfire smiled before rubbing the shampoo into her hair.

Soon, the last piece of the flying suit came loose and Cloudchaser was left in her sports bra and panties, both black. She quickly undid her bra and took it off, her nicely shaped, pert b-cups springing free. She then quickly pulled her panties off as well, revealing her damp marehood.

"I-I'm coming in now, m-ma'am," she said as she went over to Spitfire, joining her in the shower with her crimson red face.

The mare turned to her, still rubbing the shampoo in. "Your red. Have you not used the public showers in the mares' changing room?"

"I-I did, ma'am... b-but... I-I didn't h-have a secret crush on them... or... were interested in their bodies... Those thoughts were always saved for y-you, m-ma'am," Cloudchaser replied, biting her lip as she looked Spitfire up and down for what felt like the 20th time since she was able to see her naked.

Spitfire hesitated before holding her hands be hid her, letting the water wash off the shampoo. She then placed her right hand on the mare's cheek. "I'm not ignorant... I know I'm an idol to a lot. And I have a feeling that this is a dream come true for you. Am I right?"

Cloudchaser nodded slowly, staring into Spitfire's eyes. "Y-Yes m-ma'am."

The commander's hair was now straight and hung a little passed her shoulders as the shampoo began to rinse out. She then smiled. "I bet you're asking yourself... how you can be so lucky..."

"Oh, yes, ma'am. I still have to fight with that question; Why me? Why me, a Rookie who failed so miserably back in the jet? Why me, a Rookie who had spied on her commanding officer while she takes a shower?" Cloudchaser asked, rubbing the back of her head somewhat awkwardly in shame.

"Would you like to know?"

The grey mare nodded, her former spikey styled hair was now hanging down straight as well, soaked from the water. In the front, it hung straight over her right eye, covering it, while it reached passed her shoulders on the back.

Spitfire smiled. "Because you seem sweet and kind. The kind of mate I'd wanna have."

The mare blushed and smiled. "R-Really?" she asked cutely.

Spitfire nodded. "Yeah. I may seem tough when I'm in uniform but that's just my job."

"I'd love to see how you are in private, ma'am," the grey mare said with a broad, happy smile.

"Well, you're about to," said the orange mare as she leaned in for a kiss.

Cloudchaser's eyes widened and she gulped as she slowly leaned in, too. 'M-My first kiss... I will have my first kiss... with... Spitfire...' she thought and slowly closed her eyes, waiting for contact as she kept inching closer.

The officer's lips touched the nervous mare's as the water continued washing over them.

Cloudchaser melted into the kiss with a soft moan. She was inexperienced in kissing, but she couldn't care less about that in this moment. Spitfire's lips felt so soft on her own.

The orange mare slowly deepened the kiss as she gently and soothingly ran her right hand down Cloudchaser's left side.

Chaser kept softly moaning as she carefully laid her hands on Spitfire's hips, feeling the orange mare's soft breasts press against her own, their nipples rubbing together. 'I never wanna wake up if this is a dream,' she thought as she tried her best to keep up with Spitfire's kissing.

Spitfire then slid her tongue into the mare's mouth with a moan.

A cute gasp escaped her as she shyly began to feel Spitfire's tounge with her own, making her shudder at the arousing feeling of their two slimy tounges. Spitfire then pulled the mare as close to her as possible and placed her hands on her butt.

Another cute, muffled gasp escaped Chaser and she slowly moved her hands to the yellow mare's butt, feeling it all over and rubbing it curiously. She began moaning as she felt the perfectly shaped and taut behind of her Idol.

Spitfire then broke the kiss before squatting down and kissing her collarbone.

"Ohhh... W-Wow..." Cloudchaser moaned and tilted her head back.

Spitfire then slid in between her breasts and kissed some more.

"Ohhhh... S-Spitfire, m-ma'am... Ohhh, goddess!" Chaser moaned heartly, shudering under the assault of the commander's soft kisses, her nipples hardening fast.

The orange mare gripped the white tits and then moved back up to look her in the eyes. "Why don't we finish up here and move to the bed?"

Cloudchaser was panting, her face flushed in lust as she nodded lazily. "Y-Yes, ma'am. I would... love that," she replied.

Spitfire reached behind her back and shut the water off before stepping out and grabbing a towel. Cloudchaser followed her out and grabbed a towel, starting to dry herself off. When Spitfire was done, she set her towel on the toilet and headed for the door.

Chaser followed as soon as she finished drying off. Her mane looked quite poofy after the wetness was gone. The orange mare headed out into her room and looked the main door before heading to the bedroom. The grey mare followed closely, her heart starting to race faster and faster as she became more nervous, watching Spitfire's behind sway as she walked.

The mare entered the bedroom and then over to the bed, climbing on and laying on her back. She watched the doorway and waited for her new mate. Chaser entered the bedroom and closed the door behind her, her hands visibly shaking in nervousness as she turned around and looked at Spitfire. She was almost staring as she was still standing at the door.

The orange mare smiled at her. "Come here. I got some toys I want ya to see."

"T-T-Toys?" Cloudchaser asked in a squeak, slowly approaching the bed and sitting down on the edge.

Spitfire rolled onto her side and opened the bedside table's drawer. She then pulled out a thick, black dildo and returned to lying on her back. "Come here, Cloudy," said Spitfire with a smile.

Chaser gasped as she stared wide eyed at the black dildo. "O-Oh, gosh... I-I-It's so... big..." she mumbled nervously.

Spitfire motioned with her finger for Cloudchaser to come closer.

Cloudchaser gulped and slowly scooted closer, her eyes still on that big, black sex toy. "M-Ma'am... Y-You don't p-plan to... u-use that, r-right?" she asked, a little intimidated at the size.

"I'm not gonna... like... jam it inside you, if that's what you mean, sweets. I just want you to get accustomed to it."

Chaser gulped and chuckled nervously. "I-Is it too late to mention that... I-I'm still a virgin?" she asked, eyeing the dildo, then Spitfire.

"No, Cloudy. I won't use it for that."

"O-Oh?" she tilted her head, not understanding what Spitfire wanted to use it for.

"I'd like to show you one of the uses I have for it, if you don't mind."

Chaser nodded with a small smile, slightly relieved. "S-Sure."

Spitfire smiled and raised the horseback replica to her mouth and slowly licked up it's rubber shaft.

Cloudchaser blushed and watched Spitfire closely. "W-Wow," she mumbled softly as she just watched the amazingly arousing scene.

Spitfire then began circling the head with her tongue before slipping it inti her mouth with a moan. Slowly, Chaser leaned in closer, panting lightly as she felt her nethers heat up and start to leak. Spitfire began giving the dildo a blowjob, slipping it in and out before stopping, only to lick up and down the shaft.

"Ohhh... S-Spitfire, ma'am... Y-You look so... h-hot," she moaned out, licking her lips slowly at the sight.

"Wanna join in?" asked the mare, rubbing the rubber dick's shaft on her cheek.

Chaser gave a small nod and gave the shaft a small lick and another. Slowly, she began to loosen up a bit and use more of her tounge and lick over more of the shaft, moaning softly. "T-This f-feels good."

Spitfire then tilted the dildo do the head was up against Cloud's lips.

Cloudchaser gave the head a small kiss before opening her mouth wide, slipping the head inside and starting to swirl her tounge instinctively around the crown.

"Mmm... You look hot when you do that, too."

The grey mare pulled back from sucking the head and licked it a few times. "Am I doing good for a first-timer, ma'am?" she asked with a small blush and a smile.

"You're doing outstanding, Rook," said Spitfire with a warm smile.

Cloudchaser smiled wider at this and gave the dildo's head a few long and slow licks, moaning softly as she did so before trailing her tongue down the shaft and back up.

Spitfire moaned and pulled the dildo away. "Time to put your tongue to good use, Rook," she said as she placed her hand on Cloud's cheek.

"What do you mean, ma'am?" she asked and licked her lips.

"Lick me, Cloudy... Down there."

"O-Oh... S-Sure, ma'am," Chaser replied, getting a little nervous again.
She looked down at Spitfire's marehood before slowly laying down on her stomach, giving the mare's crotch a few kisses around her pussy. Spitfire leaned her head back and moaned softly. Cloudchaser took a deep breath, wanting to sooth her mind. She blushed and moaned as she smelled Spitfire's awesome marehood's scent.

"Ohhh, wow," she moaned as she leaned in and kissed her outer lips a few times.

Spitfire moaned a little more.

Cloudchaser moaned as she began to lick over the mare's outer lips a few times, enjoying the taste of the first marehood that she ever had.

Her idol kept moaning. "Yes... Oh, you're so good at this..."

"R-Really? This is the first time I'm doing it," Chaser asked, and smiled at the compliment, kissing Spitfire's clit and licking it a little to tease her.

"Y-Yeah... It feels... amazing."

The grey mare moaned softly as she began to suck on the yellow mare's marehood lips, before licking over the pink inner flesh and entrance. Spitfire gripped the bed sheets and arched her back, letting out a moan. Cloudchaser began to press her muzzle to Spitfire's pussy, slowly sliding her tounge into the mare's entrance and starting to lick around, lapping up the tasty mare juices.

Spitfire moaned louder. "Oh, Cloudy!"

The grey mare moaned with every lick and slurp, starting to greedily eat Spitfire's pussy out and drinking her juices. Her tounge swirled around inside the yellow mare's love cavern.

"Oh, Cloudy! I'm... getting close!"

Chaser slowly slipped two fingers into her Idol's pussy and began to pump fast. "Please, cum for me, Spitfire," she moaned heartly, latching onto the mare's clit and suckling it hard.

The Wonderbolts officer moaned loudly and arched her back, squirting her juices into Cloud's face.

Cloudchaser closed her eyes and smiled, her mouth slightly open as she enjoyed the warm feeling of Spitfire's orgasmic juices washing over her face. Slowly, she stopped pumping her fingers and slipped them out and into her mouth, moaning at the taste. "Mmmmm... A dream has come true," she mumbled in pure joy.

Spitfire smiled. "My turn. On your back, Rook."

Chaser smiled and licked her lips clean of the last remains of Spitfire's delicious juices and laid down on her back, shaking slightly in anticipation. "Th-This is the first time... someone else is touching me... down there..." she mumbled, almost shyly as she blushed.

Spitfire rolled onto her side and smiled at the mare, placing her hand on her left breast. "Then, it's an honor to be your first."

"It is an honor to me, Spitfire, ma'am," Cloudchaser said excitiedly, letting out a small moan at the touch on her breast.

The yellow mare leaned in and kissed her on the lips before moving her hand down to the mare's slit. Chaser kissed back, her eyes closed as she gasped into Spitfire's mouth from the contact on her sopping wet twat. Spitfire then slid down, trailing kisses along the mare's chest and stomach, stopping when she got to her slit. Smiling, she slid her tongue inside and licked around.

Cloudchaser let out a high pitched squeak and her legs tensed up, trapping the mare's head between her thighs for a moment before her legs relaxed again. "O-Oh goddess!"

The yellow mare licked away inside, moaning at the taste.

Chaser put her hands on Spitfire's head as if to push the mare away as she twitched and spasmed at the strong waves of pleasure, making her squeak with each lick. "O-Ohh... w-wow... S-Soo good..." she moaned, biting her lower lip in bliss.

Spitfire kept moaning at the taste, flicking her tongue about as she rubbed Cloud's thighs.

The mare sqirmed in pleasure, her face flushed as her marehood twitched and clamped around Spitfire's tounge, more and more of her juices leaking out. "Ohhh... m-m-ma'am... P-Please, don't stoo-ooop," she moaned as she felt her pleasure rise higher and higher. The yellow mare smiled and did as told. "Ohhh... S-S-Spitfire... I-I'm about to... Getting close," Chaser gasped out, her body twitching harder as her legs quivered.

She then felt the tightening and cozy feeling of butterfly's in her stomach. Spitfire dove in as deep as she could, rubbing her tongue against the inner walls. With a cute, high pitched squeal, Cloudchaser climaxed harder than she had ever climaxed in her life, her whole body convulsing in pure carnal bliss as her marehood squirted a few bursts of her juices into her Idol's face and mouth.

Spitfire licked up the juices before sliding up to look her mate in the eyes. "How was that?"

Cloudchaser was panting heavily, her face bearing a goofy, wide smile. "It... It was... more than... I had ever dreamt it to be..." she replied, breathlessly.

Spitfire smiled and nuzzled her before a series of frantic knocks came from her door.

Chaser gasped and quickly sat up, looking at the door.

"Ma'am!" yelled a colt's voice. "Something's happening!"

Spitfire gasped and rolled out of bed, heading to her closet and pulling out two nightgowns.

She tossed one to Cloudchaser. "Put this on."

Cloudchaser nodded quickly. "Of course, ma'am," she replied and slid into the gown, getting up from the bed.

Spitfire slid into hers and left the bedroom as the colt backed away. "What's happening?" she asked.

"You have to see it for yourself."

Spitfire nodded. "Wait outside."

Chaser hesitated, but slowly went over to the door, poking her head out. "M-Ma'am?" she asked, timidly.

The colt left and Spitfire closed the door turning to Cloudchaser. "Get dressed."

Spitfire and Cloudchasr followed the colt outside and looked up at the sky.

"What the hell?" asked Spitfire.

Cloudchaser's eyes widened. "Wh-What is that, ma'am?" she asked in awe.

Spitfire squinted before the clouds parted, revealing a large, glowing meteor about the size of Canterlot and Manhattan combined.

Spitfire gasped. "Oh, shit."

"Oh, my goddess! Th-That's... a METEOR!" Cloudchaser screamed, shaking in fear as she turned to Spitfire. "Wh-What shall we do, ma'am?" she asked hastily.

Spitfire looked at the colt. "Get everyone to the bomb shelters, NOW!!" she yelled. "And get as many civilians as you can find!"

The colt nodded and took off to spread the word. A piece of the meteor broke off and fell faster than the rest, slamming into the flight tower. It exploded in green flames.

Cloudchaser screamed and was knocked off her feet from the explosion, looking in horror at the remains of the flight tower that was now engulfed in flames. "Oh god no."

Spitfire gasped. "Sunny?" she gasped as another piece of the meteor broke off. It slammed into a nearby house. Spitfire dropped to hr knees. "Why?"

"Oh, no! F-Flitter! I have to get back home!" Cloudchaser exclaimed in a shock-like state, getting up to her feet. "Flitter..." she repeated with tears in her eyes as she stumbled into the direction of her home, which was almost 30 miles away.

Spitfire looked up at her and then stood. "Who's Flitter?"

Cloudchaser dropped to her knees, sobbing. "Sh-She... She's my sister," she said and stared up at the Meteor. "My... sister..." she mumbled between sobs.

Spitfire hesitated before grabbing her wrist. "Come on," she said as she began to run.

Cloduchaser stumbled to her feet and followed Spitfire, sniffling and wiping her eyes with her other hand. "M-Ma'am... I... I'm sorry, but I need to see her. I have to get to her."

"I know," said Spitfire before letting go of Cloudchaser's wrist when they were next to a jeep. "Get in," she said, heading around to the driver's side.

Chaser began to smile, tears still in her eyes. "Oh, thank you, ma'am," she said as she quickly got into the jeep as hope began to re-kindle inside her chest. "I can't thank you enough for this, ma'am."

Spitfire climbed in and started up the Jeep. "You can stop calling me ma'am now... Cloudy," she said before slamming on the gas.

Cloudchaser smiled and nodded. "Okay, Spitfire," she said, and then pointed into the direction of her home. "My sister lives in Ponyville. Thirty miles away from here."

Spitfire nodded and sped away from the base. She then grabbed a walkie from the dashboard and flipped a switch. "Attention, everyone!" she yelled, her voice coming out from a speaker on the Jeep's roof. "Get to the base ASAP! You will be safe! I repeat, get to the base!"

She then set the walkie down and flipped the switch again before flipping another switch. Her voice began repeating out of the speaker, announcing the message over and over. Just then, there was a loud crack as more meteor pieces broke off.

Cloudchaser shrieked and looked up at the pieces of the meteor. "Oh goddess... Why did this have to happen? Why?"

"I dunno..." said Spitfire, before swerving to the right to avoid an incoming fireball. It struck the road and made a small explosion.

"Ahh! Oh gosh... We need to move faster!" the grey mare shrieked.

Spitfire sped up. "Left or right?" she asked, coming to a turn.

"Right!" Chaser replied, and pointed. "Oh, please, goddess' above... please, make Flitter be okay," she pleaded, praying for her beloved Sister.

Spitfire sped down the road, dodging yet another fireball. "How close are we?"

"We're almost there. Only 5 miles," said Chaser. "Do you think we'll make it?" she asked, hopefully.

Spitfire eyed her. "I hope so."

Cloudchaser looked at Spitfire, tears still in her eyes. "I... I hope so, too." she mumbled.

Spitfire eyed her before speeding up a bit.

"Wait for me, Flitter. We're almost there," the grey mare mumbled as her eyes were glued to Ponyville that was slowly appearing in the distance.

"I just hope we can make it back," said Spitfire. "That meteor's getting close."

Cloudchaser looked over at Spitfire again. "I-I'm sorry, Spitfire... I didn't mean to get you into this, but I love my sister... I need to know that she's safe," she said in a caring and worried tone.

Spitfire nodded. "I understand... and if this is it... I'm really glad to have met you."

Cloudchaser smiled and placed her hand on Spitfire's right thigh. "Me, too, Spitfire... I really love you," she said softly.

Spitfire smiled. "I really love you, too," she said, jerking the car to avoid hitting an incoming fireball.

Cloudchaser gapsed and grabbed hold onto the handle of the car door. "Oh, gosh!" she said and then looked back at Spitfire. "Y-You really do?" she asked, surprised.

"Let me put it this way," she said, dodging another fireball. "Dying by your side is the best way to go for me."

Chaser began to smile broadly. "R-Really? Ohm Spitfire, I don't know what to say, but... I love you so much."

The yellow mare smiled. "I'd kiss you if I wasn't driving."

"And I would kiss back," Cloudchaser said as she looked back at the road. "We're here," she said quickly as they approached the entrance of Ponyville. "At the end of the road, to the left."

Spitfire nodded and did so as a meteor fragment took out a nearby home. Luckily, it was empty.

"At the end of the road comes a bridge. After that, to the right, and we're there," Chaser said and leaned forward. "Oh, please, Sister... Please, be there... Please, be safe."

Spitfire drove passed a few fleeing vehicles as she went where Cloudchaser told her.

Cloudchaser sighed, relieved, as her house came into view, seemingly not damaged at all. "Oh, thank goddess. There it is," she said and pointed at her home.

Spitfire parked the Jeep. "Make it quick. I'll keep the engine running." Just then a meteor hit the house beside Cloudchaser's, destroying it. The roof of Cloud's house cracked before caving in. Spitfire gasped. "Hurry. Go!" she urged.

"FLITTER!" Cloudchaser screamed as she nodded to Spitfire, jumping out of the jeep and running to the house. "FLITTER! ARE YOU THERE?" she asked loudly as she opened the door and ran in, looking around.

Just then a flaming beam fell in front of her.

"Ahh! Oh, goddess! FLITTER! PLEASE, FLITTER!" Cloudchaser screamed as she quickly went around the burning beam and looked into the kitchen. "FLITTER?"

Nothing was there except a burning countertop. Just then there was a thud from upstairs.

Chaser's ears perked up and she looked up at the ceiling. "Flitter!" she gasped and quickly went back into the hall and ran upstairs. "FLITTER? SIS? WHERE ARE YOU?" she yelled as she looked around before running over to Flitter's room, opening the door. "Flitter?" she asked loudly.

The mare was on the floor under a pile of rubble. She had dust from the debris all over her.

"NO! FLITTER!!" Cloudchaser screamed and quickly got over to her sister, starting to grab pieces of rubble and throwing them aside. "Please, tell me you're okay, sis," she said as she slapped the mare's cheek softly to see if she was conscious.

The mare slowly opened her eyes partially and coughed. "S-Sis?"

"I'm here, sis. I will help you..." Cloudchaser said as she grabbed a big piece of rubble and grunted, heaving it off her sister and freeing her. "Are you hurt, Sis? Can you walk?"

"I'm... I'm good..." she said, trying to get up, but failing.

Cloudchaser quickly laid her arms around her sister. "No, you're not fine. Come on, I'll support you..." she said and helped Flitter up to her feet.

Just then they heard a gasp as footsteps came up the stairs. "Come on," said Spitfire, coming towards them. "That meteor's getting closer and we need to leave."

"Okay, Flitter. Hold on tightly and I'll get you out of here," Chaser said and quickly left the room, supporting her sister as best she could.

Spitfire got on the other side of Flitter and helped support her. The mare eyed the orange Wonderbolt. "Y-You're..."

Spitfire smiled. "Just rest..."

"Let's hurry," Cloudchaser said, and, together with Spitfire, helped her sister over to the staircase and down the stairs.

They then left the house just as it collapsed in flames.

Spitfire then led them to the back door of the Jeep and opened it. "Okay. In. Cloudy, you stay with your sister, okay?"

"Of course, and... thanks, Spitfire," Cloudchaser said and kissed the orange mare on the lips briefly and then helped Flitter into the jeep.

Spits kissed back. "We're not outta this yet," she said before heading into the driver's side and closing her door.

Cloudchaser got in and next to her sister, holding her close. "I know we're not out of this... That's why I kissed you," she said with a smile, before looking down at her sister. "Hey, how do you feel, sis?" she asked softly, running her hand through her hair.

"Little better..." she said, weakly. "Thanks."

"You don't have to thank me, sis. I would never leave you all on your own... You know that," Chaser said and smiled warmly, hugging her sister.

"I know, sis..." said Flitter as Spitfire peeled away and headed back towards the base.

Cloudchaser smiled softly. "Oh, you know from that letter I sent you, that today was my first flight training, remember? I totally screwed it up," she said to her sister, trying to lighten the mood a little and wanting her sister to smile.

Flitter chuckled weakly. "How bad?"

Cloudchaser whistled innocently and made a cute face. "Let's saaaay... The Wonderbolts need to buy a new jet and I had a mental breakdown... Well, sorta..." she said, and chuckled.

"Oh, sis..." said Flitter with a chuckle. "How'd you get with... the greatest... Wonderbolt ever?" Spitfire chuckled silently.

Chaser blushed hard at this. "I uh... I kind of... spied on her... while she took a shower and... one thing led to another... you know..." she explained, smiling sheepishly.

"You... How'd you pull it off?"

"Well, Spitfire ordered me to come into her office after I landed with the parachute... She then helped me to calm down and then told me to take a small break... and then she headed for the shower... The door didn't close completely and... you know how big of a crush I had on her since I was 15, right? So, how could I resist seeing my Idol showering?" the grey mare explained, blushing deeper in shame.

"But, how'd you go from... crashing a jet and spying on an commanding officer while she was showering... to DATING her?"

"Well, she caught me... and... I told her about my crush... and how much I admire her and such, and, well... and then... we hit the bed," Cloudchaser said and chuckled sheepishly.

Flitter smiled. "You always were the lucky one."

"Hey, don't say it like that... I mean, okay, I had more luck than brain, but you helped me so much, sis. You helped me to learn for the entrance exam for the Wonderbolt Acadamy. Without you... I'd still lay in my bed and... well, you know... I'd still be masturbating to Spitfire's posters... and then get caught by you," Cloudchaser said and laughed, despite feeling quite ashamed for admitting her dirty secret in front of Spitfire.

Spitfire chuckled. "Wow..."

Flitter began to laugh as Coudchaser blushed hard and gasped. "I... I mean... I..." she stammered horribly, ashamed, before sighing with defeat. "Sorry, Spitfire... but... I could never resist... I probably sound like a perverted groupie, or something."

Spitfire chuckled. "Cloudy, you... were a pervert when you spied on me. I get it, and... I think it's... kinda hot."

Chaser smiled and sighed, relieved. "Phew... Well, it sure feels good to get it out, but now you know how big of a crush I had on you," she stated with a giggle.

Spitfire smiled. "Cloudy, you... have my permission... to masturbate to me any time you want."

Flitter blushed and chuckled. "Wow... um... How insightful."

Cloudchaser blushed hard and blinked. "I... uh... thanks for the permission, Spitfire, but... you know... I don't think that was something my sister needed to hear... She's not gonna let me live that down," she said, a little ashamed but managed a chuckle.

"Think she'll let you live down the fact you spied on me, either?"

"Nope... not my sister," Chaser said, and began to laugh as well as Flitter.

Spitfire turned a corner and arrived back on the road heading towards the base. She saw the meteor getting closer but didn't wanna ruin the moment. "Sorry about your home."

"Ah, that's okay... We can always rebuild our home... but, I only have one sister and that's something that can't be replaced once it's gone," Cloudchaser said as she looked at her sister, smiling. "I'm so happy that you're alive, Flitter," she said and hugged her close.

"Me, too... I thought I was a goner," said Flitter.

"Not as long as I live, sis." Cloudchaser said warmly, still hugging her close. "Spitfire? How close are we?" she asked the yellow mare.

"Getting close."

"We... or the meteor?" Chaser asked in a worried tone.

Spitfire hesitated for a second or two. "Us."

Flitter and Cloudchaser both noticed Spitfire hestiating, hugging each other closer.

The driver stepped on the gas and sped up.

"No matter how this ends... I will love you, sis... and you, too, Spitfire," Cloudchaser said with a soft smile.

Spitfire eyed her and then looked back at the road. "That's it. We're not dying here," she said, speeding up and dodging an incoming fireball.

Cloudchaser gasped and held her sister as the car shook from side to side from the dodging. "Ahhh! Oh gosh!"

Before long, they found themselves on the straight road to the base. Spitfire squinted her eyes before smiling. "Good... Look, you two... Others have made it to the bunkers."

Cloudchaser looked over the passenger seat, seeing a Wondrbolts Dropship a ways ahead, sitting next to the road.

The three mares got closer when Spitfire gasped. "What are they doing?" she said as a group of civilians began attacking the dropship.

Cloudchaser gasped in horror at the scene. The civilians were shooting at the few soldiers at the carrier and grenades were exploding. A grey-blue coated mare was standing next to the dropship as a grenade blew up beneath it, causing the carrier to blow up as well. The mare was thrown through the air a bit and landed a few yards away in the dirt, heavily injured. Once the dropship was destroyed, the civilians jumped onto their Bikes and rocketed away into the direction of the next hill, which was, luckily, not in the direction of Spitfire and the two mares.

"Oh, goddess," Cloudchaser gasped, shocked.

Spitfire sped passed the scene and looked in the rearview mirror. "Holy shit..." she said. "That mare's still alive..." she said before pulling up to the base. "All right, you two... Get out and head to the bunker. I have to go get that mare."

Cloudhchaser helped Flitter up onto her feet. "Please, hurry and be careful," she said, opening the back door and getting out of the car along with her sister. She then closed the door.

"Don't worry, I'll be right back," said Spitfire before speeding back towards the mare.

She slammed on the brakes and skidded up beside her before hopping out. She put a hand to her mouth and gasped. "Holy shit..."

The pegasus mare was laying there in the dirt, her left leg torn off right above the knee and her right arm was torn off at the shoulder. She was bleeding heavily and her right eye was half closed, blood streaming down her face as the eye seemed to be damaged as well. She was, however, still conscious and then weakly looked up at Spitfire.

"H... H-Help... p-please..." she groaned out in sheer pain, holding her left hand up towards the orange mare.

Spitfire knelt down and took her hand. "I'm here... I'm gonna get you back to the bunker and we're gonna take care of you," she said before pulling off her officer's shirt, leaving her in a white bra. She then ripped a piece off the shirt and held it against the leg wound. "I have to stop the bleeding."

"I... I need... to find my arm... where is my arm?" the mare asked, her white mane splattered with some of her blood. She seemed to be in a shock, no knowledge of what happened to her.

Spitfire tied her shirt around the leg wound to stop the bleeding before beginning to tie the rest around the mare's shoulders.

"Ahhh... Oh, goddess..." the mare moaned in pain. She weakly grabbed Spitfire's shoulder, seemingly trying to get up. "Wh-Where is my leg? Oh goddss... I need... to... report to... Sergeant Iron Shield... I need to find... my leg... Ahhh," she mumbled, totally confused from the pain and the shock.

Spitfire then placed a hand on the mare's cheek. "Shhh... I know of a good technician... You'll be fine..." she said before picking the mare up in her arms.

"Ahhh... It hurts... It hurts so bad..." she groaned in pain, her hand not letting go of Spitfire's shoulder.

"We're not that far from the base," said the orange mare as she began to carry the mare back. "So, what's your name?"

"My... My name is... Snow Storm... I... I am the... Heli-Mechanic," the mare replied weakly, groaning.

"Well, hello, Snow Storm. I'm Spitfire. Wonderbolts Captain, but... that doesn't mean anything anymore." She then looked up at the incoming meteor.

"C-Captain... S-Spitfire?" Snow asked, her one sound eye going slightly wide and she brought her left hand to her forehead, giving her a weak salute. "I-I'm sorry, ma'am... I... I don't think... I... I can do my duty anymore..." she said and coughed a little.

"Don't worry about it. That doesn't mean you're useless, okay?"

The badly injured mare gave a weak smile. "Th-Thank you... m-ma'am... I... I c-can't feel my right arm... and my left leg... It... It's bad right? It got me really bad, right? I... I'll die... right?" Snow asked weakly, a few tears running down her cheek.

Spitfire looked the mare in the eyes. "I won't lie to you... Your arm and leg were blown off completely... and your eye looks damaged beyond repair... but, you're not gonna die."

The mare began to squirm lightly, her eye a little wide at the news about her condition. "Th-Then... I need... need to find my limbs... I... I need to... to..." she rambled weakly.

"Hey, hey... Trust me... I'm going to get you fixed, okay? No matter what..."

Snow stopped squirming and looked up at Spitfire. "Th-Thank you... ma'am... I... I'm in your debt... and I will... will try my best to... repay the favor someday... y-you... c-can ask of me... a-anything, ma'am," the mare said and smiled weakly.

Spitfire smiled back at her as they entered the base. There was a loud crash and a boom as the meteor hit a ways away.

Spitfire gasped and looked back. "Oh, shit!"

She then began walking faster. Fire began to form from the exploding buildings and vehicles, being spread outwards from the shock waves sent out from the impact. The wall of fire began to get closer and closer as Spitfire neared the bunker.

"Somebody help!" she yelled, knowing they'd need it to make it in time.

Cloudchaser had brought Flitter to the bunker and told the Soldiers and civilians inside to wait for Spitfire, she herself, had been waiting outside as well and as she heard Spitfire yell for help, she gasped and quickly looked around. Spotting the Orange mare, carrying Snow, she quickly ran over to them.

"Spitfire! O-Oh my gosh!" she gasped as she spotted the badly injured mare in her arms.

"Come on, help me... We don't have much time."

Cloudchaser shook her head and then nodded. "Of course... Sorry..." she replied and quickly helped Spitfire carry the injured mare. "Will she... survive?" she asked as they approached the bunker door.

"If we act fast, then, yes. Have them get a stretcher over to me ASAP."

"Of course!" Cloudchaser said and ran over to the bunker, entering. After a few seconds, two colts came out with a stretcher. Cloduchaser was still holding the door of the bunker open.

"Okay, get her on the stretcher, ma'am," one of the colts said as they lowered the stretcher to the ground.

Spitfire knelt down and laid her down on the bed. "You're gonna be fine,' she said with a smile. She thn looked at the colts. "Get her to the infirmary ASAP... AND GET TECH!!!" yelled Spitfire, frantic to get the mare proper help.

"Yes ma'am!" the two colts replied and quickly went into the Bunker, Snow groaning in pain.

"Spitfire, come! Hurry!" Cloudchaser urged the orange mare, still holding the door open.

Spitfire looked back before gasping, seeing the ring of fire a couple feet away. She dove into the bunker and slammed the door shut just as the wave of fire hit.

Everything shook as Spitfire hugged Cloudchaser. "You okay?"

The grey mare hugged tightly back. "Yes... Yes, I'm okay. Oh, goddess... Spitfire... I'm so happy you made it," she said as she began to sob.

"I told you I'd come back. How's your sister?"

"She's fine. Only some bruises and the shock of what happened. But, what about that mare you brought with you? The one that looked really bad," she replied, still sobbing as she looked up at Spitfire with her tear-stained face.

Spitfire placed a hand on Cloud's cheek and wiped her tears away with her thumb. "Her name's Snow Storm. A couple colts, uh... blew up her transport... She's lost one of her arms and one of her legs... and one of her eyes... I've sent her to Tech so that maybe... maybe he can help her..."

"Oh, goddess... I can't imagine what pain she must be in... And... you really think that... Tech may be able to help her? How? Is he a doctor?" Chaser asked as she stopped sobbing, sniffling.

"He... He's a technician. A really good one from what I'm told, so... hopefully he can... help. I'm thinking some prosthetic robotic limbs, yeah? So she can walk again. What do you think?"

Cloudchaser smiled weakly. "I hope, for her sake, that he is able to help her..." she mumbled.

Spitfire smiled. "Yeah... She may be a little slow, but... at least she'll have a chance at a normal life..."

Chaser nodded and smiled. "What now? I mean... what shall we do now that... you know... that meteor..." the grey mare started to ask.

"We'll wait it out down here. Maybe one day we'll be able to leave and repopulate..."

Cloudchaser nodded slowly and nuzzled Spitfire's chest. "I... I feel tired... I guess, all that happened today, was just too much for me," she mumbled and closed her eyes.

Spitfire chuckled. "Come with me... Let me show you around."