“Ooooo, that feels sooo much better,” Twilight cooed to the lovely pair of ponies next to her. Royal Pin, who was knelt on the floor giving a tender foot massage to the feet hanging from the sides of the bed, and Sour Sweet who supported the pregnant alicorn’s back as she tenderly rubbed her shoulders. “I’m so sorry I haven’t been much fun lately… it’s just… with the baby on the way….”

“Shhhh! We know and don’t worry about it, Twilight!” Royal Pin assured her. “No one’s going anywhere anytime soon. There’ll be plenty of time for fun after you deliver the little guy. In the meantime though, I’d much rather prefer my little slave didn’t worry so much about her first delivery! It’s perfectly safe here with the changeling’s magic.”

Twilight chuckled. “Thank you, master, and I’ll try not to. And thank you for your help too, Sour Sweet.”

“Don’t be thanking me so much just yet, princess. I’ll be expecting the same treatment down the road when it’s my turn!” Sour Sweet grinned.

“Hehe, you know, I didn’t think about that. Sure thing!” Twilight laughed.

“So… Twilight,” Royal Pin started, changing the subject. “I never really asked you alicorns, but how exactly do you feel about us… taking over here?”

Twilight recoiled temporary in response to the sudden question, pausing a moment as she considered phrasing her answer. “Well, ummmm, I… love Chrysalis… and I always will, no matter who owns us. It’s just… sometimes I feel like she knows all of us better than we know ourselves…” Twilight spoke softly with a smile. “I know she likes to act tough all the time, but she really does care about us. Not just because you think she’s using us, but she genuinely cares about our wellbeing past selfish desires! Although, I do realize she upset a great number of ponies with her takeover, even if the majority of them are happier now than before. So I don’t blame you guys for doing something you feel will make things right. But please… please just don’t hurt her,” Twilight said, her eyes practically pleading with him.

“Trust me, Twilight,” Royal Pin said calmly, rising up to wrap the alicorn in a tight reassuring hug. “That’s the last thing we want to do…”

Back inside the vile Weatherby Savings & Loan building, Rarity stood softly banging her head against the wall in an attempt to think up with some way she could help reveal the mare’s true submissive nature.

I suppose I could… no… that would never work… how about I… no, I fear that would just end badly for me, perhaps even blow my cover. Uggg! Face it Rarity! These mares might as well be wearing a solid steel chastity belt after everything they’ve been through! Rarity collapsed, falling to the floor and sinking her head into her knees, ironically fitting in quite well with the other mares present. Why on Equestria would they choose to send the two of us for this job? Pinkie Pie was always the perverted one! I’m sure she would have had this entire group in an all-out orgy by now… and entirely by accident too!!

Suddenly Rarity’s train of thought was broken as the door to the office burst open. A much needed distraction barged in.

“Good news ladies!” Braeburn announced, trudging into the room carrying what appeared to be a large wooden crate. “We just received a fresh batch of water for ya’ll!” He said, popping open the lid and tossing a bottle of water to each mare present. The normally dreary atmosphere in the room brightened slightly at the prospect of being able to finally quench their long lasted thirst.

Rarity stylishly caught the plastic bottle that was thrown her way. Hmmm, well I suppose I could use a bit of a drink myself. To think… I’ve almost completely forgotten what this ‘water’ stuff tastes like… Twisting off the cap, the unicorn brought the bottle to her lips, downing half of the container in a single take. Oh my! I know I haven’t drank any in the longest time… but I don’t recall water ever having such an exotic flavor to it. This is simply divine! She thought to herself, happily twisting the cap back on and setting the bottle down.

Now then Rarity… back to the matter at hand! Rarity tapped at the floor. I suppose I could… Rarity blinked unexpectedly as she felt an overwhelming feeling of drowsiness wash over her body. Her eyes lids suddenly wanting nothing more to clamp shut for the night.

T-tired? Already? How can that be? I could have sworn I was wide awake not a moment ago… Rarity thought in complete confusion. Well I suppose if I truly needed to turn in for the night, it wouldn’t be the end of the world… my owners never really mention some sort time limit on this assignment…

As Rarity’s mind buzzed away she didn’t seem to notice lowering her head to the ground and body slumping to the floor while refusing to listen to any of her head’s commands to move. But she did manage to notice every other mare in the room assuming similar collapsed positions on the floor, some already sound asleep before hitting the ground. To Rarity’s sleepy mind it was obvious this was the popular idea going around, and she was the mare well known for following all the latest trends. Before she knew it, she too had fallen into Luna’s sweet embrace as the entire room of mares collectively lost consciousness. Not a single pony left awake to question what was going on.

After a moment of dead silence, the door to the office flew open again, this time a fresh new face entering inside. Suri Polomare stood with a wide proud smirk as she perused the room and saw snoozing mares next to partially consumed drugged water bottles. Seriously, that crash course in chemistry had paid for itself tenfold by now. But as her lingering gaze settled upon Rarity amongst the lucid crowd, her eyes widened in shock.

“My my my… what do we have here?” Suri spoke as she approached the fashionista, smirk growing even wider. “Why, it is you Rarity! Heh, I had hoped the changelings had gotten to you first when they attacked Ponyville… But, now that I think about it, I suppose things are better suited this way. Revenge is so much sweeter when dealt personally after all...” She said, roughly grabbing Rarity’s breasts through her outfit before proceeding to freely grope them.

“Wait… wait… hang on Suri, get a grip on yourself,” Suri spoke, restraining herself as she released the breast of her adversary. “I suppose there will be plenty of time for that later… no reason to spoil my appetite before the main course when there’s work to be done!”

Rising up, Suri double checked to confirm each mare was out like a light and not merely faking it… again. Satisfied, she kicked open the door outside, spotting a certain stallion she had personally offered a bottle to herself, now in the same drugged out state, completely obvious to the world around him. More than likely dreaming something about apples.

“To easy…” she smirked. “Hope you don’t mind us borrowing your mare friends, Braeburn!” Suri taunted the sleeping stallion, knowing full well he couldn’t hear her. “If you’re not going to use them, I will!” Walking over to the gate and undoing the fastened bolts. As she swung it open wide, she signaled to unseen pony down the street who had been waiting. The pony nodded as he spotted Suri. Soon after a large empty wooden cart backed itself down the street and into the camp.

From out of the front of the cart hopped a white pony, Double Diamond, as he circled the cart and opened the tail gate. Suri was already humming a merry tune to herself, as she waltzed back inside the building, dragging Double Diamond along with her. The stallion, who was already seeming like he didn’t want to be here, gasped upon seeing Rarity amongst the crowd of usual drugged mares.

“Place them all in the back, Mr. Diamond. Gently now!”

“B-but Ms. Suri… that pony over there! That’s Rarity! We-we can’t do this to her!”

“Oh? And why is that?”

“She helped my entire town get their cutie marks back… she’s a hero! Not just to us, but all of Equestria too!”

“Well then… all the more reason we need to get her back to our little hideout so you can watch over her personally. You can’t honestly think she’s safe here. Not after seeing how easily we broke in… And who knows? Maybe if you’re a good little boy and behave, I’ll let you have her too…” Suri said, smirking at the stallion.

The stallion’s gaze shot between the peacefully sleeping unicorn fashionista to the evil earth pony fashionista “….Fine!” Double Diamond finally reluctantly agreed, though still not looking happy at all with the unexpected change in circumstance. As uncomfortable as he was allowing Suri have her, he would have greatly preferred being in charge of her safety himself.

If Rarity was awake to realize anything, she would have felt herself picked up by two strong arms and lightly placed in back of the cart. One by one the Suri and Double Diamond picked the remaining mares up and hauled them outside and into the back. Suri was practically squealing with mad glee the entire time, repeatedly exclaiming her excitement in how lucky of a haul this take was, or the things she had planned for these women. After the last female had been properly stolen and stowed, they threw a large tarp overhead, concealing the cargo from any potential spying onlookers. Even though it was the dead of night, you could never been too careful from stallion raiders in the bare streets of Manehattan. Granted, though, that the streets were slightly emptier these days with every stallion moving shop to Appleloosa…..

The now packed cart started to haul away from Big Mac and Braeburn’s camp, knowing the stallions would be none the wiser to the mare’s location when they awoke. Suri too had to jump into the back and under the tarp as the cart was pulled away, as she too was a mare that any other stallion in this rotten city would be itching to abduct for some foul play. Double Diamond could only roll his eyes as he heard the gleeful earth pony already start to unwrap her newest toys. The many sounds of various articles of clothing being either tugged, pulled, or ripped off defenseless bodies were the only thing that filled his ears as they proceeded to their distant destination…

Rarity groggily cracked open her eyes, releasing a cute yawn as she awakened from her deep sleep. Suddenly, she a red flag fired off in her mind as it occurred to her she didn’t actually recall ever going to sleep. What was even more painfully obvious to her was the new predicament she was in. As she was attempting to stretch her arms, her hands couldn’t help but notice they were hitting something cold and solid.

She was in a metal cage! Not a small one, mind you, but one large enough for her to lay down completely or sit up comfortably in. Though, standing was completely out of the question. Thin metal bars surrounded her from every side, excluding the bottom where a comfy red velvet mattress covered the lowermost portion of the cage where she lay. A large hole was also apparent at the front of the cell, large enough for a pony to stick their head through, but not escape.

What made itself also apparent to Rarity was the fact she was completely stark naked now! She could spot a large trash bin from the small office room she appeared to be alone in. In it there were the eviscerated scraps of her outfit, bra, and panties, all there, on top of other clothing she could have sworn she saw the other mares wearing before. Although, that was the least of her worries now.

Her changeling sex slave collar was still ever present around her neck. Her kidnapper had probably tried and failed to remove it too. But, to be honest, she was actually relieved she had a good reason to be naked again. The mare took a deep relaxing breath, relishing the pleasant sensation of the cold harbor air brushing against her exposed pink buds.

Though not comforting was the mess it appeared she was in now. Crawling forward to the front of the cage, Rarity quickly tested the door. Locked shut… of course. Even from feel alone she could tell it was well crafted. There would be no way she could force herself free with brute strength, she probably wouldn’t even get the door to budge. Rarity was starting to sweat now. She had absolutely no idea what sort of dastardly villain could be behind this! Holding her hostage at their whim! She was completely helpless inside here!

From the side of her view, a familiar smirking mare stepped into the room.

“Oh thank CELESTIA! It’s just you, Suri.” Rarity said as she breathed a giant sigh of relief.

“Wait….. what?!” Suri shouted, her smirk instantly vanishing. “What do you mean, just me?!

“Well… I thought I had been kidnapped by stallions,” Rarity giggled. “They don’t treat mares like me to kindly you see.” Although thinking back, Rarity noted that that should have been easily spotted as a non-possibility, seeing as she didn’t wake up with three different rivers of cum flowing from her abused and reddened orifices.

“You don’t think being captured by me is worse?!” Suri spat back. “We’re enemies after all!”

“…Enemies?” Rarity replied innocently. “I…I don’t recall ourselves ever agreeing to such terms.”

“Are you kidding me?” The earth pony practically growled. “Don’t you remember how you humiliated me, and all the other contestants in our fashion show by winning 1st prize? All by throwing together some random CRAP you stole from your hotel room the night before!”

“Oh please, darling,” Rarity scoffed. “It was just a messily little contest. Not a big deal as it were.”

“Well it’s going to be a big deal for you now!” Suri, smirk quickly appearing on her face again. “You’re not getting out of that cage… and don’t even think about trying to use your precious magic! Those bars are magic dampening… no magic can get in or out!” The earth pony said, tauntingly dangling a ring of keys Rarity could only assume unlocked her cage door.

“I wasn’t going to try to get out…” Rarity said plainly, lovingly rubbing the metal cage bars. “It’s actually quite cozy in here.”

Suri’s smirk vanished once again. “Ok…. really! Are you brain damaged or something!? Start taking me seriously as an enemy! You’re kinda ruining this moment for me, you know that?!”

“My sincerest apologies, dear… It’s just… the bar is set rather high these days, what with all the actual villains running around in full force.”

“Ugggggg! Turn around!” Suri yelled.

Rarity complied, noticing there was in fact a window behind her cage, revealing she was located on a single room office on the 2nd floor of a small harbor warehouse. A large closed door on the far wall looked as though it led directly to the docks outside where business was once conducted in mass on a daily basis. The building itself seemed to be in rather good shape, no broken windows or colorful graffiti. It was most likely the building was in use up until the changeling invasion. However, upon noticing the actual occupants of the warehouse like Suri intended, Rarity could help but let out a gasp.

On the ground floor she could spot dozens of cages, exactly like the one she was currently imprisoned in. Inside most of which housed one or two female ponies inside. Rarity didn’t have time to count, but she estimated there were just over forty mares in total, all completely naked just like her. Thankfully, Fluttershy was not one of them. She could only hope Suri must’ve missed her somehow when she took them. Spotting a handful of different cages Rarity saw the same exact mares she had been sent to retrieve for her changeling masters. However, the once uptight depressed mares she had met now looked rather content… and joyful… despite now being completely nude while trapped inside a metal prison where they could not escape. In fact, some of the mares were even cuddling each other, whilst lightly kissing and groping. On top of that, some of the mares housed alone in the single cages were playing with themselves and moaning, without a care in the world. What in Equestria was going on?!

Turning back around, Rarity shot the earth pony a deathly glare, which Suri couldn’t help but finally breathed a sigh of relief at as she soaked the fresh hatred in.

“You bitch!! You drugged those innocent mares into submission didn’t you!” Rarity spat. “How many chemicals did you inject into those poor ponies!”

“Heh,” Suri chuckled in response. “Oh you wish I would have drugged them, slut. Truth is… they haven’t been taken anything besides that night-night water I gave you girls back at your little holdout. All those pets of mine down there are completely clean and in those cages willingly…”

“Oh….” Rarity said now, her expression instantly returning back to normal. “I suppose that’s perfectly fine then.”

Upon hearing the unicorn’s complete reversal in tone, Suri was at a loss for words. “Wha… you aren’t…. huh? But….. you should……………………….I hate you so much….”

Rarity just smiled as she lay back down on her cage’s comfy mattresses, arching her back as she pressed her large chest upwards in a stretch as if to subtlety remind the fellow fashionista that she also didn’t mind the fact she had been completely stripped of her clothing.

However, Rarity suddenly remembered a crucial detail as her curiosity pinged. Bolting back up in the sitting position she could help but directly ask, “Suri… how exactly did you get all those mares down there to willfully agree to serving as your personal pets and live inside those cages?”

“Heh, of course you wouldn’t really be all that bright to figure something like that out yourself…” Suri said mockingly, still trying, in vain, to get under the unicorn’s skin. “For me, it’s just a little thing I’ve learned during my time with a special little helper of mine… care to guess who?”

“Coco…” Rarity muttered dryly.

“That’s right, Coco Pommel,” Suri said with an evil chuckle. “Truthfully, I learned more from that shy little mare than she ever learned from me. All some mares really need in life is a strong hand from a kind owner. An owner who they know is willing to service them accept them for who they truly are. A submissive animal who wants to live life on their knees as nothing more than a receptacle for their master’s lust… If they have that one simple demand, they will follow you to the ends of Equestria,” Suri said with a cackle as she paced around the office, recounting her evil tale. “So… when I discovered that little detail with Coco, I couldn’t help but learn everything else there was to us mares. But even I wouldn’t have, in my wildest dreams, guessed that it applied to so many of us! And once even the most stubborn of mares gets a taste of it, they’ll never be satisfied with anything less than that life style. Did you know, Rarity, that my little helper was so desperate to be treated properly by me that she worked for free? She lived with me, did my chores, made my dresses, all in exchange for a little rough dominant play each night when the lights went out. Where I made sure to remind that little whore of her place and how much she needed me. It was the perfect win win deal.”

“Until she met me, and quit shortly thereafter,” Rarity spoke with a smirk, putting an abrupt end to Suri’s story. She couldn’t help but recall her and her friend’s adventure in Manehattan that just happened to shine an ugly light on Suri’s true personality. Any sane minded mare, even a pet pony, wouldn’t have felt right living under a master like that. She was thankful to high heaven that Coco had ended up finding a worthy changeling owner to service and care for her properly.

“Fine… I’ll give you that one,” Suri replied calmly, resting her two hands on both sides of Rarity’s cage. “Because, as you can see by my collection downstairs, I’ve already replaced her! Mmmmm, I hope you were good friends with those mares Rarity, because the rest of them will be mine soon enough…”

Slipping out of the office before the fashionista could retort, Suri slammed and locked the door shut. “Duty calls!” She called out, as Rarity could faintly make out the sound of the mare’s high heel boots climbing down the stairs.

A groggy Moondancer softly came too, splitting her eyes open.

"Wh…Where am I? Wha-What happened?” The bookworm asked quietly. She was in a small windowless room, walls on every side with a single door serving as the exit. Looking down, it appeared that she had been sleeping on a mattress laid out across the cold bare floor, next to which another mattress laid placed touching hers where a familiar face slept. Blossomforth, one of the few mares that she had met up with before taking refuge with Big Mac and Braeburn. It was rumored the mare didn’t actually have a spine. Moondancer quickly shook the mare’s shoulder, rousing the girl from her slumber. As the mare came to, Moondancer thankfully noted the two of them were still fully clothed.

Clothes still on… good… always a positive sign after waking up from a sudden forced sleep… she thought to herself. Blossomforth quickly sat up, noting the same details as the unicorn, before quickly wrapping her arms around the mare in a relived hug.

“What happened? How’d we end up here?” Blossomforth asked in a slight worry, after releasing her hold on the mare.

“I’m afraid I can answer that,” A sudden dreary voice spoke as the single door to the room opened, Suri Polomare walking inside before promptly closing the door. “I know this must be a lot to take in at once but please, just try to relax and tell me… what is the very last thing you girls remember?”

“I…I was getting handed some funny tasting water… I drank it, then… everything is a blur after that…” Blossomforth spoke after a moment of thought. Turning to Moondancer it was apparent the mare shared the same experience.

“Oh my, I was afraid of that… you see, the truth is, I wandered into your little base, seeking to offer my assistance to anypony who might need it… No one was at the gate so I climbed over and poked my head inside the office.” Suri started as she began her tale. “But what I saw, was truly a sight of horror! It was two stallions, red and yellow, lording over your unisonous bodies with leering grins! They had two of you girls into the center, and were already starting to strip the helpless mares of their clothing!” Suri went on to say, making sure to act completely mortified.

“I overheard them talking as they worked… They were saying something about fucking every single hole you mares had while you were out… and how they couldn’t believe you all actually trusted them not to pull anything on them with bodies like that… And that the drug was supposed to last until morning… more than enough time for them to have their way with you, and then some. After you all awoke from your drug induced state, you wouldn’t be able to recall anything, they probably would have acted like normal and gotten away with it!”

Blossomforth was in complete shock. The words this mare spoke, they couldn’t possibly be true! But… thinking back, she could easily remember Braeburn handing out the water that was undeniably laced with a sleeping agent. Were they really willing to do such an evil thing and rape them while they all slept?! Blossomforth began to bite her nails as a new possibility popped into her mind. If they weren’t going to remember a single thing from being raped… could this have happened already?! Who knows how many times those preverted stallions could have had their way with their bodies! No wonder they were acting so nice and watching over them for weeks!

“But…but how did we end up here? With you?” Moondancer asked, not entirely convinced.

“Well… after learning of their true intentions, I took them by surprise fought them off…” Suri said proudly, with a not so humble look. “Those two cowards ran off with their tails between their legs. But I knew they would be back later, possibly with more of their friends. So I used that time to gather up you girls and get all down to my own hideout.

Blossomforth began rocking back and forth as she held her knees, completely convinced of the mare’s good intentions. Was there a single stallion in the world they could trust? One that didn’t want to just get into their pants? Thinking back in disgust, the mare could only recall the times they used to live in harmony with stallions. Were they all pretending to be good ponies even then? Just playing a nice act to get mares to spread their legs when they finally got into their bedrooms?

“T-Thank you for coming to our rescue!” Blossomforth shuddered. She was in good hands now. A mare’s hands! Infinitely better than a stallion.

“I’m afraid it’s not that simple…” Suri said, her expression growing colder. Blossomforth’s thankful expression died down, as the two mares exchanged nervous glances with each other. “You see… I have no idea who you girls really are. I’m guessing those stallions took in pretty much any mare they wanted to fuck into their watch as they pretended to be protecting them. The fact remains that either one of you gorgeous mares may be changelings. A single changeling among the dozens of mares I watch over can compromise the security of us all!” Suri said, adding extra emphasis to the word ‘dozens’. I certainly don’t want to wake up one morning to see every single girl I’m trying to protect here being carried off into the distance with bloated stomachs….”

The two mares couldn’t help but feel this was a safe place to be if this mysterious mare was watching over so many ponies! Starting to become desperate, Moondancer pleaded, “we aren’t changelings! We’re just innocent ponies! You have to believe us!”

“Oh I would love to believe you girls, I really would!” Suri said calmly, but with a sigh. “But the fact of the matter is, a changeling would have said exactly the same thing, in the same manner, and while looking exactly the like you... I’m afraid you two are simply going to have to prove to me that you aren’t those creatures if you wish to stay here…”

The mares recoiled in dumbfounded surprise. “How… how can we prove something like that?” Moondancer asked apprehensively. It was impossible to tell changelings apart for ponies… wasn’t it?

Suri smirked as she started pacing the room. “I’ve seen changeling drones, girls. They are strong proud creatures. Exclusively male and a little full of themselves, if I might add. They may have the ability to completely change their appearance and voices to be indistinguishable from any other pony… but there are certain actions a mare can do that no changeling in the right mind would be so willingly to partake in… like say, I don’t know… being thoroughly fucked as a female… by a female?”

Moondancer was the first to catch on to what the perverted mare wanted. “Surely, you can’t be serious!” She stammered.

“I am serious! The safety and well-being of all the ponies I look after is no joking matter. You girls are free to accept or decline my terms, but know I will be unwilling to take you into my protection if you choose not to. I’m afraid I will have no other choice but to throw you back out onto the empty streets of Manehattan.”

The two mare’s gazes shot to each other, before quickly turning away in a mad blush. They would last an hour or two, tops, out in the Manehattan streets before a group of stallions spotted their defenseless rumps and pounced on them. Maybe even worse, Big Mac and Braeburn would capture them again! Then they would have had to deal with their rapist lust alone that was more than enough to take on a larger group of mares! Playing with their friend they always sort of thought was kinda cute in exchange for protection? It could be worse…

“Very well then…” Suri started, sensing no major disagreement the mares were willing to voice. “You may begin at any moment…”

Moondancer slowly turned to the Blossomforth, noting the mare wore the same shade of red as her on her cheeks. “S-so, I guess we kinda have to d-do this…”

“Y-yeah…”

After a long awkward pause of nothing happening, Blossomforth decided she would need to get the ball rolling. The ever patient Suri smiling on as she watched the pegasus mare reach over, grabbing the bottom unicorn’s oversized black turtle neck sweater. Moondancer was completely silent, not making the faint peep as she lifted her arms over her head, allowing the pegasus to pull it up and off her body.

The unicorn returned the favor next. Her horn illuminating in a glow as she magically unbuttoned and unzipped the outer layers of clothing the pegasus wore. The pegasus calmly worked with the magic, moving her limbs until finally the two were clad in nothing more than their underwear. However, the two horribly embarrassed mares seemed unable to venture any deeper into undressing their friend, or themselves.

“Maybe I can help get things moving…” Suri spoke with a smile as she stepped in, kicking the discarded clothing over into the corner. Taking her spot behind Moondancer, she placed her hands onto the mare’s shoulders as she began to softly rub. “I know you girls have been though a lot lately, and I realize you think me asking you both to do this isn’t helping… but perhaps you are just looking at this through the wrong perspective…”

With that Suri drew a single hand back and began daintily undoing the buttons leading down her own top. “I’m guessing you both have never been naked around another pony have you. Well… contrary to popular belief, you’re really missing out.” The final button popped off Suri’s outfit and the mare casually shrugged it from her shoulders onto the ground, revealing she had not worn a bra beneath it.

“Mmmmm, feels so good letting the girls out to breathe…” Suri cooed, resuming her shoulder rub on the ever increasingly blushing Moondancer. “Take it from a fashionista, girls… the hottest look for any mare will always be going au naturel. In fact, if I was in charge, fine mares like us wouldn’t be allowed to wear anything at all.” Suri made sure to emphasize her point as she repeatedly brushed her sizable bare breasts up against the unicorn’s back. “Think about it girls. Picture every mare in Equestria happily going about her business whilst completely naked. Joyfully relishing every look they attract to their shapely assets… the perfect complement in my book.”

Blossomforth, Moondancer, even Suri shivered as they each pictured a nudist Equestria in their minds. The two mares in Suri’s grasp knew they should have found the mere suggestion of such a thing deplorable! Not to mention, downright embarrassing and awkward, even a disaster waiting to happen. But a strange feeling in their head told them otherwise. For some odd reason, they actually felt a longing for such a world…

Suri gave an unseen predatory grin as the two mares played straight into her plan. Leaning in close to Moondancer’s ear she whispered, “just take it off…” She plucked a string on the unicorn’s bra. “You’ll enjoy life more without it… And besides, it’s plain selfish to hog your body all to yourself and not let others enjoy it as well…”

Moondancer never considered it like that. The same small voice in the back of her head told her the earth pony’s words were completely logical. If doing something as simple as undressing would make her and everyone else happy, why not?

With two shaking hands, the aroused unicorn slowly reached behind her back, fumbling with the flimsy straps, before finally unhooking the metal clasps. Suri watched with impish glee as the mare’s two delectable round breasts spilled out into the open, even giving a slight bounce before they came to a rest.

“There’s a good girl!” Suri cooed, lovingly rubbing the back of the now topless unicorn. Moondancer felt a tingle of electric excitement as the earth pony mare treated her as nothing more than a mere pet. An unexplainable smile crossed her features.

“You too now,” Suri said, turning to Blossomforth. “It’s only fair after the two of us. Besides, we're all girls here!” The pegasus seemed to reluctantly agree as she to unhooked her bra and peeled the garment from her body, dropping it to the floor.

“Oh my! I don’t know why you two ladies were nervous about showing off these. You both have a stunning pair!” Suri beamed. The two mares, now clad in nothing more than their panties, blushed at the mare’s kind words, seemingly growing more comfortable by the moment.

“Now then… Blossomforth, was it?” Suri asked, turning to the pegasus. The curvy mare nodded in response. “Do you know Ms. Moondancer well? I mean, assuming that is her real name.”

The pegasus jumped slightly, having completely forgotten this entire ordeal was meant to convince this earth pony they weren’t changelings in disguise.

“Y-Yes!” Blossomforth stuttered.

“Is that so? Does she mean a lot to you?”

“She… she does. She was with us just after this invasion began… she helped protect us from the stallions on multiple occasions…” The unicorn blushed even deeper. “There’s no doubt in my mind we would have been taken by them if not for her…”

“Interesting…” Suri noted. “It’s clear you owe her a great deal then... If that’s the case, perhaps you should try showing Moondancer how much she means to you…”

The quivering pegasus nodded, nervously turning to the blushing unicorn. Taking a step forward so that their faces were mere inches apart, the pegasus leaned and closed her eyes, planting a small peck on Moondancer’s cheek before withdrawing.

“Wait… seriously…. that’s it?” Moondancer said, dumbfounded. Blossomforth was slightly shocked by the mare’s response, but even more shocked when the unicorn roughly grasped the two sides of her head, jerking her inwards so that their lips met. The eyes of the pegasus shot open wide as the unicorn embraced her and planted a kiss so strong it just screamed: ‘mine!’ The startled mare almost resisted for a moment, but not before relaxing into the kiss and returning every ounce of passion she was met with.

After what seemed like an eternity, the two separated, a thin line of saliva connecting their two lips. To Suri’s delight, two damp spots were practically soaking through their underwear. Moondancer was far too turned on now to stop the ball from moving now.

With a flash of motion the unicorn swooped down, latching onto her lover’s chest, sucking at her nipples in an attempt to arouse her even further. At the same time, grabbing and fondling the other breast, squeezing the soft flesh as if it were her own. The greedy Moondancer didn’t stop there. Her spare hand snuck its way below and between the thighs of the pegasus before pressing a digit along the soaked cloth of the mare’s underwear, causing Blossomforth twitch in excitement.

“Uggg! Stop teasing!” Blossomforth exclaimed with a voice laced with dripping desire before grabbing the unicorn and tackling her to the ground. The two landed on their adjoined floor mattresses, rolling to a stop with Blossomforth on top.

“Oooo,” Suri cooed, savoring every second of the show the two mares were putting on for her. Casually leaning down the back wall of the room as she unfastened her pants, tugging them and her underwear down and kicking them to the side. A hand already beginning to snake it’s way between her thighs.

Blossomforth wasted no time. Grabbing a handful of the unicorn’s wet panties she yanked them straight from the mare’s slender legs, leaving her completely exposed and vulnerable to her coming assaults. Moondancer was already quivering with ecstatic anticipation, so it didn’t help that Blossomforth was prolonging the wait by sensually dragging her tongue along the inside of her spread thighs on her way up.

Once finally reaching her prized destination, Blossomforth’s tongue traveled upwards making extra sure it hit every sensitive pink fold it could manage before stopping just below her clit. The simple flick sent waves of electric pleasure coursing through the mare’s slender form. The pegasus didn’t relent, her tongue flicking expertly across Moondancer’s button, knowing full well each pass of her tongue brought her lover that much closer to a wonderful orgasm. Blossomforth eagerly lapped up every drop of the mares’s taste, her wonderful nectar sliding down with the undeniable taste of sweetness.

Moondancer writhed and bucked her hips in abandon at her assailant. Had she known that Blossomforth was a tongue lash expert, she would have made a move on her a long time ago. Grasping hold of her lover’s head, she pushed her even harder into her wide spread legs.

“Ooooh, don’t stop!!” Moondancer cried amidst the many moans and coos she was making, many of which were adorable. “Fuck me, please! Fuck me harder!”

Blossomforth hardly needed the encouragement. She continued sucking on her slit, attempting to draw out every bit of the mare’s juices she could salvage. She could almost hear Moondancer’s heartbeat spike as the mare started to tense up. Knowing what was about to happen as if she had toyed with this body many times in the past, she dove in at full force, tongue seeking to coax out the mare’s much needed finish.

Moondancer’s mind could take no more. Her dam broke forth as she let out a scream at the top of her lungs. Waves upon waves of mind numbing pleasure crashed through her body like nothing else she had ever experienced in her short life. Her juices came gushing out uncontrollably, splattering onto Blossomforth’s madly smiling and still licking face. Each new lick she granted the mare seeming to prolong her friend and lover’s mind blowing climax which she was promptly rewarded with by another pleasurable splash of juices.

Just as Suri was about to mark off another academy record for longest orgasm, Moondancer finally subsided. Her body ceased its mad twitching before laying back on her mattress, completely and utterly exhausted. Blossomforth at long last ceasing her tongue’s efforts on the mare and withdrawing to admire her work on the breathless mare.

“My my,” Suri cooed in amusement, the naked mare unashamedly rubbing two digits around her own clit as she watched. “You ladies sure were holding in some pent up feelings for each other. I can only imagine how awful that must’ve been… but, I guess you only have me to thank for convincing you to let them out…” She said was a predatory grin. From the pegasus’s marvelous performance alone it was obvious she wasn’t on the list of changeling suspects… although… it’s not like any of them were in the first place, but she thought it would be best if she kept that minor detail to herself for now. “I hope you didn’t tire the poor thing out though! I don’t believe you two are quite done yet…”

Moondancer barely had enough energy to move, let alone believe she had the strength in her to bring her friend to a climax as she had dealt so kindly to her. But that didn’t mean she wasn’t going to at least try!

With trembling arms Moondancer hoisted her back up on the mattress in sitting position. Then, with a sly grin, she unicorn mischievously lit her horn, Blossomforth’s entire body illuminating in a magical hue. Before the surprised pony could react she was dragged in as her legs were forced open wide, ripping the completely drenched panties from her long legs. Their pussies met in the center, pressing and rubbing up against one another.

Blossomforth didn’t want any magical assistance to do what was coming next for her! With every ounce of strength she could muster, she worked her body, dead set on scissoring the unicorn is it was the last thing she did. Every time their bodies mashed together, their minds surged with exhilarating pleasure that coursed through the bodies.

Blossomforth moaned uncontrollably as she slid along Moondancer. She gazed longingly into her partner’s shuttering eyes, knowing full well that their spontaneous excitement of love making today was getting to them both. Even though they weren’t considered in any level of a relationship and were having passionate sex for the mere reason of a stranger’s approval… it all felt undeniable right. Even in Moondancer’s exhausted, pleasure-riddled mind, she could grasp at the far off feeling she had telling her she should have been doing this all along, rather than spending her days cooped up alone with no one but herself to make love to! All of the books she had ever read would never have brought her to as much pleasure as she was feeling right now scissoring this mare!

“Good girls…” Suri cooed, her fingers increasing their frantic circles around her clit, her other hand pressing into her dripping snatch. “Cum for me! Cum harder than you’ve ever came before! Let your old life flow out of you as you embrace your new perfect selves!”

The two mares in a passionate heaven didn’t pause to consider what the earth pony meant, to focused on recklessly grinding their nether lips into each other. Blossomforth hit her peak first, her entire body shaking beneath Moondancer’s as her pupils rolled to the back of her head. She was locked moaning uncontrollable as she released and adorable high pitched squeak as fireworks shot through her mind. Moondancer quickly followed with the second ear piercing scream of the day, the convulsions of her lover’s pink folds jet rocketing her own release. Their sexes gushing out cum, which collided and mixed with each other as they soaked into the mattress below.

Though exhausted, drenched, and horny, Blossomforth managed to pick herself up slightly, before collapsing onto of her mate. The two lover’s bodies intermingling with each other once again as they bathed in their afterglow. Their hands gently rubbing and caressing each other’s bodies as the two locked lips together in another kissing frenzy, albeit, less energetic than before.

Suri watched on, sneering ever wider. In her mind, she thought without a doubt it was obvious these two mares weren’t changelings, heck, she wouldn’t even consider them ponies! They were just sex-starved whores masquerading as normal women, just like all of their friends she abducted before. Not like her though, a lady of grace and stature! There was no shame in pleasuring yourself from time to time, after all. It paled in comparison to spontaneously fucking a mare. Knowing that these horny whores were so willing to spread their legs only served to reassure Suri into complete confidence that her plan to further coax the girls into her clutches would go off without a hitch.

“Well done, girls!” Suri exclaimed, rising from her own damp spot her fingers had managed to bring her after giving the two mares a considerable amount of time to calm down from their afterglow. “I guess maybe I was being a tad paranoid in thinking you might be disguised changelings… I suppose you can stay under my protection here if you wish…”

Moondancer and Blossomforth’s smiles grew ever wider upon hearing the good news. Their long journey had reached its end. They had finally found a safe haven to settle down in, with the added bonus of being talked into truly expressing their feelings for each other. Yep, with safety in one hand and a loving mare in the other, the future was finally starting to look up!

“Of course….” Suri continued ominously, “now that you will both be staying with me… that brings up the certain matter of how you two will be earning your fair share here with me… and my two little helpers that will be taking care of you.” Strutting back over and opening the door, Suri stepped aside as two towering male ponies entered inside. Double Diamond and Party Favor stood, completely naked, arms crossed behind their backs in practiced attention, obviously at the beck and call of Suri.

Blossomforth and Moondancer nearly jumped out of their own skin upon seeing stallions before them! Here! In front of them! In a trapped room while they were all naked! Their hearts began to race again as if they were making love once more. As quickly as they could they scampered to the back corner of the room, dreadfully awaiting the moment the two men would pounce and ravish them against their will.

“Oh relax, girls,” Suri said with a chuckle. “These two lovely men are my subordinates, or, more specifically, your caretakers here. They wouldn’t even dream of hurting us, unlike your previous stallion friends…” She said, fearlessly walking circles around the two men, who calmly stood in place. Double Diamond and Party Favor, however, could only roll their eyes as Suri’s rehearsed and repeated her classic manipulation speech. When not rolling though their eyes did manage to catch a few delicious glimpses of the two new mare’s attractive forms, even Suri was a sight, and it wasn’t often they got to see their boss naked.

“The truth of the matter, girls, is that you simply need stallions in order to protect yourself from other stallions. All my two business partners want in return is a simple payment for their services… isn’t that right, boys?” Suri gleefully asked, flicking Party Favor’s veiny dangling cock so that it swung back and forth like a pendulum, tantalizingly.

“Yes, Ms. Suri,” The two men responded in unison.

The two mares in the corner seemed to relax slightly, realizing the trusted mare’s assurance that these stallions were somehow harmless, plus, the fact that hadn’t forced the three of them to the ground before binding them by now was a good sign to. But, nevertheless, they couldn’t help but feel some slight apprehension to what this mare was suggesting they would have to do if they wanted to earn their place under their protection.

“You…you want us to sleep with these guys in exchange for them keeping us safe?” Moondancer asked nervously.

Suri actually gave a laugh in response to the mare’s question. “Don’t be ridiculous, darling!” Suri chuckled. The two mares breathed a sigh of relief. “When I said payment, I meant I want you two lovely ladies to give yourself to them… as slaves.” Suri paused with a grin as she let her words sink in.

“S-Slaves?!” Moondancer panicked, her mind shooting back to old history tomes with depictions of King Sombra’s twisted city of slaves. Blossomforth appeared to have pictured the same thing, her skin turning white in fear.

“Oh nothing like that!” Suri reassured them. “Pets, is a more accurate term. You two will simply be housed in a cozy cage, fit for a princess if I might add, as my two stallion friends are free to use your bodies in however way they may wish as they tend to your needs, all of your needs. As, of course, they will be owning you…” Suri said with a grin. She even shivered herself at the mysteriously enticing sounding offer, but kept herself composed for the sake of professionalism.

Blossomforth and Moondancer both froze in place upon hearing the mare’s select choice of words. It didn’t seem too far off what they imagined life under King Sombra would be like, and yet, they felt strangely drawn to the notion. The two stallions approached them now, appearing as towering and muscular as ever. The two mares quivering beneath them could only shudder in pleasure as they allowed the men’s hands to separate them and freely grope their bodies.

“You will belong to them as their property…” Suri reiterated, drawing a moan from the two mares. “Your bodies will be used for nothing more than cum dumps for their lust…” Another moan. “You will have no say in any matter, you will obey every command you are given to your fullest, you will be forbidden from wearing even a thread of clothing to conceal your bodies.” As Suri went on, the two mares were drawn more and more into the deal, their arousal levels rocketing out of control. “You won’t even be referred to us as equals… just lowly sluts who should know their place on their knees and beneath a cock…”

“Yes! Yes! Fine!! Just fuck us already!!!” Blossomforth screamed, already diving onto Party Favor’s girthy cock, taking it all the way to its base, wanting nothing more in life than to please this hung stallion she had never met before in her life.

“Good…” Suri cooed, “you won’t regret your decision…” Turning to address the two stallions who were steadily pumping their shafts into their two newest mare’s gaping mouths, Suri said, “Fuck their brains out, boys. I want a strong introduction to their better life…”

Rarity could only watch in horror from her 2nd floor window at the lone room Suri and the two stallions had entered in quite a while ago. From the endless assortment of moaning and noises she heard coming from inside, she could only guess that somepony was either being thoroughly fucked, or tortured. Her mind was whizzing at the thought of what Suri could be up to with the mares she had been sent to retrieve.

Then, after a long pause in the volume, the door open once again. To Rarity’s complete bewilderment she spotted Moondancer and Blossomforth emerging, crawling on their hands and knees! Her jaw practically hit the bottom of her cage as the two smiling mares were lead to the gathering of stacked pet cages. The pair of crawling ponies seemed delighted to find all of the same friends they had holed themselves up with at the last location also sharing the same large cages with each other. It was no small comfort knowing they were all safe as well, and had made the same choice as they had. Her friends, amidst other caged mares she had never seen before, cheered as they were stopped at a vacant cage. Double Diamond opened the cage door, the two naked mares happily leaping inside as the door was shut behind them. As the stallion turned the key, locking the two mares within the cage, the two mares gently laid their heads down on to the pillow as they happily snuggled into each other’s arms once again. Rarity’s bafflement was cut short as once again, a now fully clothed Suri reentered her office, smirking wider than before.

“And that’s the last of them!” Suri mocked at the unicorn as she waltzed over to the trash bin located in the corner. Rarity could only watch as the merciless earth pony carelessly dumped the gathered garments that had once belonged to Moondancer and Blossomforth into the already overflowing heap of confiscated clothing from the abducted mares. As if that wasn’t enough, Suri went on to pull a box of matches out of one of the drawers, lighting one, then tossing it into the bin without so much as a second thought. The various assortment of flammable clothing were quickly enveloped. The orange flames spreading rapidly through and across the thin garments like wild fire, until the entire collection was little more than smoldering ash. Rarity could only tremble in rage at the mare’s disrespect to the women she had abducted as the last hopes any of them had of remaining dressed went up in flames…. on top of also being a gigantic fire hazard.

“Every. Single. One. They all agreed to my terms, Rarity,” Suri said turning her taunting gaze towards her adversary. “It’s just like your Ponyville friends I saw. I knew you would only befriend the lowest sluts this world had to offer. It’s really is sad how easy it was to convert them all…”

Ignoring the pony’s latest attempt to once again get under her skin, Rarity could only ask, “Hmph! So you may have managed to convince the girls into behaving as your willing pets. What’s is your so-called plan now?”

“What? Plan?” Suri asked with mock innocence. “Can’t a girl simply gather some slave ponies to protect out of the goodness of her own heart?” Rarity’s squinting gaze told the mare she fell short on her improvised acting lessons.

“Fine…” Suri scoffed. “Well, it is true, I’m not running a charity day care here. A fine mare like me needs to earn her well-being, after all.” Suri strode over a chair, flipping it around facing Rarity, before planting her rump and resting her legs on the table above. “And being the business savvy pony you never were, I discovered I could make a lot more being self-employed, rather than working for every roving gang of stallion’s pocket change.”

“Did you know, Rarity, that there is a large gathering of stallions up in Appleloosa? Why, I’d say every stallion not living under a rock has heard and is already flocking there to consolidate and rebuild Equestria to its former glory. A capital idea, is it not? Gathering the remnants of a broken society and coming together so we might work together once again and live in harmony after the changeling attack. Of course… since there is a different male group in charge compared to Celestia and Luna’s rule, mare’s rights have taken a bit of a hit… as in considered lower than farm animal… But it does help attract the boys! They are bringing their mares along for the ride, whether they like it or not. But even with that and all the slavers bringing in new captured mares, there remains an absurdly large shortage of female holes there to be used, which undoubtedly means, unlike a farm animal, that the price of a mare is through the roof….”

Rarity let loose an audible gulp. She definitely did not like where this was going…

“Ah, is it finally dawning on you, Rarity? That’s right… you, and all of your mare friends down there are going to be shipped and sold to the rapists of New Appleloosa…..”