The teacher's lounge was shockingly opulent, in Cadence's opinion, considering who it was for. A long plush couch that took up an entire wall, it's own kitchenette, several bookcases... and a holo-crystal that hooked up to security spells placed all around the school. Spells Cadence had since improved upon, and added to, so she and all of her little friends could watch the orgies breaking out. Cadence smiled happily as she brought the lunch room into focus, a few giggles slipping out.

"It's so adorable," she cooed, focusing a pair of young colts spit-roasting a little filly between them, all of their faces screwed up in unbelievable, lust magic-enhanced pleasure, "Don't you all think so?"

"Mmph!"

The teachers at this school had, as a whole, disappointed Cadence greatly. Twisted and deformed from generations of noble inbreeding, almost all of them were entirely passionless. Bitter mares and stallions who only 'got off' on the power they held over their students, and how they could build their own influence. It was... boring. Infuriatingly so, in fact. Having taken a few of the shaken, if still snobbish, teachers from Pinkie Pie, Cadance had happily trussed them up with summoned rope, their hooves tied tightly together, and manes and tails tied together. Their misshapen bodies quivered in the tightness of their bounds, and their expressions ranged from outrage to embarrassment to blankness, stretched around the bits and bridles tied around their heads.

Sighing, Cadance boredly ran a hoof over the erect cock of one of the stallions, scowling down at him. She knew she could fuck each and every one of them into an absolute stupor; her magic would keep them more than ready. But there was no... lust. No lust for live, no ambition, no drive. Nothing that she could feed off of. Not yet at least. Perhaps with a little corruption... Grinning at the male's terrified gaze, Cadance's head darted down like a striking snake, locking him in a firm, dominating kiss. He was going to be her's.

All around the room, tentacles slid out of the floors with flashes of green, demonic magic, wriggling eagerly about in the mortal air that soothed their fiery flesh. Little squeals rose up from the teachers, but they were helpless to escape. With no need to bind their prey, the tentacles struck quickly for their primary targets. Thick, studded tendrils surged into tight, untouched pussies, coiling about happily, while Cadance reveled in the stunned squeals of the mares. Deep grunts and loud groans rolled from the stallions as thinner tentacles slid deep into their asses, milking their prostates for all they were worth. The scent of cum, mare juice, and sweat gave the room a nice, familiar scent to the Archdemon.

"That's it," Cadance whispered huskily, trailing her slim, pre-coated hoof along the stallion's lips, "The least you can do is cum for me, little slave... that's-"

Click. Cadance blinked and turned curiously as the door swung open, revealing a ratty set of overalls stretched across the muscled rear end of an earth pony stallion. Lost in his thoughts, the stallion, dressed in the janitor overalls in the school, did not notice anything amiss till he turned around, and froze. Cadance grinned slowly, eyes giving a little flash as one of the teacher stallions came with a ragged, muffled moan.

"Well, well," she whispered softly, stepping away from the bound stallion as she sauntered her way towards the newcomer, "What do we have here?"

"I-I... I apologize, m-miss," the stallion stammered out, his voice a soft tenor and rather frightened, "I didn't m-mean to interupt, I-I'll be go-"

Slam! He eeped as the door slammed shut behind him, glowing lightly in a lock spell. A sleek feather traveled up his ear, and he gave a small whimper, said ear flopping a bit. Cadance grinned slyly as she slowly slid her silky cheek down his own.

"Who are you, cute little earth pony?" she murmured softly in his ears, delicately teasing the inside with her pointed tongue, "What are you doing here?"

"Q-quiet Step," he mewled out, eyes wide and legs quivering, barely able to support himself, "I-I'm the janitor here, m-miss. I'm s-s-sorry for disturbing you!"

He shuffled around a bit, nervously peering up at her with wide blue eyes. That was his mistake. Caught in Cadance's smoky orange gaze, any chance of escape evaporated in a heartbeat.

"You did nothing on the sort, dear Step," Cadance whispered in reply, giving the young stallion a wide, warm grin, "In fact, you might have just made my day. But first, let's get you out of these silly clothes."

Her horn flashed once, and Quiet Step let out a surprised gasp as his overalls all but exploded into mist, drifting off into the draft of the room. And judging from Cadance's happy coo, she liked what she saw. His colors were plain, with a simple chestnut pelt, and black, short-cut mane, but Quiet's muscles were very well-defined, despite his thin, malnourished stomach. Nibbling softly down his neck and side, Cadance delighted in his soft, needy grunts and whimpers, the wet sound of his cock sliding free of its protective sheath. Glancing beneath him, her joy only grew. Calling him gifted would be an understatement; his cock was as thick around as a foal's leg, and easily twelve inches of black cockflesh swung free at full extension, attached to a pair of rather swollen balls.

Perfect.

"Got a special somepony, Quiet Step?" she asked teasingly, her magic caressing across his face and mane.

She already knew the answer, of course. Cadance had known since they had locked eyes, and he had fallen under her spell. Quiet Step had a rather shitty decade. After schooling for earth ponies had become "standardized" by the Noble Council five years prior, the then fifteen year old Quiet Step had been relegated to servant work and cleaning. Moving to Canterlot to take advantage of what job market that remained in the rapidly tanking Equestrian economy, Quiet Step had been hired by the Canterlot School for Gifted Unicorns. He had been trained to stay out of the way for the most part; the teachers rarely wanted to see him, or have be seen by the students. Quiet Step hated it, but followed the rules, doing his job to the best of his ability. As he did everything. And it was this little tidbit that Cadance adored.

"N-no, ma'am," he replied breathily, trembling under her soul-piercing touches.

Cadance nimbly turned to stand in front of him, giving Quiet Step a toothy, playful grin, "Is that so? Would you like to do something for me then, Quiet?"

"Anything!" He blurted in an instant, flushing deeply beneath his fur and shifting from side to side.

With a positively predatory grin at his eager answer, Cadance giggled, and spun around quickly, lifting her shimmering tail out of the way to reveal her glorious plot, marehood flushed with excitement and dripping lightly.

"Worship me."

Quiet Step stared with wide eyes at the plot before him, slowly stepping towards this mare that had so entranced him. He was nervous. It was not that Quiet had never known the touch of the mare; he had a few marefriends back in Ponyville, and seen a few mares of the night in his lonely time in Canterlot. But this mare was powerful; she was beautiful; and she was very much a dark goddess. His soul cried out in warning... but it was far too late. Burying his velvet nose into her marehood, Quiet's long, broad tongue stroked deep into her, again and again. The taste was incredible; hints of strawberries, cream, and a deep musk that left his head utterly swimming. His cock and balls felt too tight, and he wanted nothing more than to bury his length deep into this clenching marehood. But that was not what she had asked for, and Quiet Step was a professional. Shifting up just slightly, he rubbed his velvety nose over her clit with each deep lap.

This stallion is good at this! Cadance thought in surprise, her teeth clenched in pleasure with each measured lap and nuzzle along her sensitive clit.

"Yes, keep going, my dear Step," Cadance murmured happily, her ethereal tail wrapping around Quiet's head and upper body, stroking him tenderly, "Ooooh, make me cum... make your princess cum..."

Her tail was heavenly. Feeling all the world like a thousand hooves rubbing and stroking along his fur, Quiet Step gave a few happy moans into Cadance's tightly clenching marehood, his muzzle all but trapped inside her. Her juices were growing in volume, and Quiet Step vaguely realized that his hunger from before was sated. Wrapping his hooves around her hips, he pressed in as deep as he could, desperate to please this mare. This 'princess' that had given him such a gift.

But Cadance had a devilish little thought, and she giggled softly, her tail very gently pulling Quiet Step back. The little whine that tore from her lover made her beam.

"One more place, my little Step," she cooed back at him, and she delighted when the stallion darted forward to nose and shyly brush his tongue over her rosebud.

It was... certainly not something Quiet Step had done before. But if he had to be honest with himself, it wasn't unpleasant. The mare was very clean, and as he pressed his marecum slicked tongue easily into her tight ass, more of the intoxicating musk clouded his mind and heightened his senses. Her groans and little cries were an utter delight to his perked ears, and he gave a drunk little giggle as he eagerly tongued and lapped inside her rosebud. Normally he would be embarrassed by such sloppy, eager lovemaking, but such feelings and thoughts were quickly disappearing. The archdemon had her hooks in him now, and was tearing out all the things that she didn't want.

Her horn gleaming brightly, Cadance grinned slyly over at the mass of bound teachers, many of them staring in bleary, cum-drunk shock. The lust and pleasure in the room was nice and thick, and she was certainly going to add much more before Cadance was satisfied.

"Cum with me, Quiet," she hissed, quivering as the tight ball of pleasure in her depths readied, "Cum with your Princess Cadance."

And without a single touch to his swollen, needy balls, Quiet Step obeyed, crying out hoarsely into her ass as he came with all he had, cum spurting thickly onto the wooden floors beneath himself, forming a rather sizable puddle. It was the most intense orgasm the young stallion had ever had, and left his mind in shambles. And it paled in comparison to Cadance's. She screamed a sylibant cry into the lust-filled air, and magic erupted from her horn in a tidal wave of green fire. The room shifted and warped before their very eyes; stones walls replacing the wood paneling, thick banners of red and pink chains and hearts rolling down from the ceiling. Red and black cushions sprouted from nothingness, and the squealing teachers found themselves being dragged down into a large tentacular pit in the center of the room, where something massive shifted and screeched happily. The floors themselves shifted, becoming unbreakable glass, allowing any occupant to see into any room in the school.

Beaming, Cadance stepped away from the limp, quivering Quiet Step who, unbidden, had began to frantically lap up his cummy mess on the glass floor. She had more plans for him, of course; deep in the filly's shower room Cadance watched with glee as Rainbow Dash organized a train of all her students, all but one. A little blue unicorn filly was currently buried deep into the pegasus' snatch, eating her out with a furious gusto. In the auditorium, Twilight was organizing a "new" branch of Filly Scouts, beaming down at an eager, watchful crowd of little fillies, while Pinkie Pie and her workers stacked up box upon box of her "special" baked goods. Two little fillies sat on either side of Twilight, eyes a gleaming purple, with little collars fixed around their necks. Rarity laid in the back of the auditorium, lounging on the coils of several large pony-naga while her magic worked furiously to make new uniforms for all the foals in the school.

Outside, seen through the massive stained glass windows that had replaced the tiny originals, Cadance watched Applejack and her new breed of little dryads skip around the campus, massive jungle plants rising up in their midst, ready to snag unwary ponies and breed again. Already, their heady pheromonal scent would begin to drift into the rest of nearby Canterlot... The Canterlot School for Gifted Unicorns was unequivocally theirs' now. And it was glorious.

Laughing lightly, Cadance turned to smile brightly at Quiet Step, who was sitting perfectly at attention, cum glazed over his muzzle, but his demonic green eyes shining. She slowly slinked her way over to her first true pet, kissing the top of his head gently.

"Such a good boy... now, lay on your back, and get that cock ready. We aren't done yet..."

**********************************

Unnoticed by the girls, three mares raced frantically from the growing jungle, panting raggedly and utterly terrified. None had gotten a good look at the invaders, but the horns and bat wings could only belong to one thing. Demons. Demons were invading Equestria. As if something worse had to happen to their fallen kingdom. The pegasus of the group took to the sky with frantic flaps, leading the little unicorn and stocky earth pony deep into the bowels of the Lower Districts of Industrial Canterlot. No authority would believe them; especially a mud pony and a servile little flapper. Not even a single young unicorn mare. All they could do now... was survive.

Author's Notes:

Whoo! Bit of a short chapter, but I am proud of it. We will be seeing lots of Quiet Step, believe me. And you all should know who those three at the end are. :P