Chapter 1

“Becky! Where’s my gem!?” Jenny yelled in slight panic, tossing her clothes out of her drawer.

“It’s right where you last put it!” Becky yelled from the other bedroom. “Also. Have you seen where my bat wings are at?!” She added in a slight panic as well while a sound of a trash can being knock over being heard.

“It’s in the shower! Remember!?” Jenny replied, finally finding her green gem and attaching it to her goggles. “I’m finally ready! Are you Beck!?”

“I am now.” Becky replied as she entered Jenny’s room with the bat wings attached to the back of her costume that was showing some cleavage. “Let’s get going. Our friends are waiting outside and I got the car keys.” She added as she walked downstairs to the front door.

“Why are you showing so much of your chest? Mom won’t like this…” Jenny said, looking worried as she followed her sister.

“Oh she just jealous that my chest is bigger than her’s.” Becky said as she makes her breasts bounce up and down. “Plus I can use them to get vendors to lower their costs on things for me.” She added as she opened the front door to reveal their two friends Olive and Lana who are dressed as Lapis Lazuli and Jasper.

“I fail to see the purpose of revealing your chest will aid us in price fluctuations. Besides, mother told me it wasn’t proper you ‘flash your stuff’ to just anyone.” Jenny added, walking outside and waved to the other girls.

“Whatever, let’s just get into the car.” Becky said with an eyeroll as she in the driver seat. “So how have you two been?” She asked Olive and Lana as they got in the car.

“We’ve been great!” Lana said. She was in the passenger seat. “You guys?”

“Things could be better.” Jenny said monotonously.

“Same but it all works out in the end.” Becky said grinning as she drives the car. “This con is going to be awesome.” She added.

“Yeah, how much money do we have?” Olive asked, picking up her purse. “I think I have three hundred.”

“I got about five hundred on me right now.” Becky said, still driving.

“I’ve got six hundred.” Lana said, smirking. “How about you Jen?”

Jenny sunk in her seat a bit. “I- uh… I have twenty…”

“Twenty hundred?” Olive asked.

“No… Just twenty…” Jenny grumbled, embarrassed.

“Don’t worry sis. I will help you with the prices.” Becky said as her breasts bounced after she made a turn to enter the car pack.

“You’re such a slut.” Lana teased as she got out and stretched. Jenny raised an eyebrow at that.

“What is ‘slut’?”

“I will tell you when you are older.” Becky said ignoring Lana’s comment as she parked the car.

They all got out. “So, where do we go first?” Olive asked.

“Hmm. You three can check the vendors while I get us some drinks.” Becky suggested as she noticed some of the male cosplayers were staring at her bust.

Jenny looked between her sister and the boys, but was dragged away by Lana. Olive smirked, “Have fun Becky, we’ll watch Jenny.”

“Oh I will and I’ll have men kneeling before this day has ended.” Becky said with a smirk of her own as she walk off to the food count.

*30 minutes later*

“Finally. That line took forever.” Becky grumbled as she exit the food count.

“Tell me about.” Said a voice which made Becky turn around to see it was someone that was dress up as Amy Rose from Sonic the Hedgehog. “Nice Rouge the Bat costume by the way.” She added with a smirk.

“Thank you. Your costume is nice too.” Becky said with a smile as she offer a hand. “I’m Becky Diamond by the way.” She added as the Amy cosplayer returns the handshake.

“Amy Petal.” Amy simply as she and Becky noticed a Bunnie Rabbot cosplayer that was walking up to them.

“Howdy Amy. I see you made a new friend.” Said the Bunny cosplayer as she looked at Becky. “And she’s a bat bimbo too.” She added which made Becky’s left eye to twitch.

“Who are you calling a bimbo you rabbit whore?!” Becky growled as the Bunny cosplayer smirked at her.

“Easy there Becky. Jessie was just joking with you.” Amy said as Becky calm down.

“Name is Jessie West. What’s your name?” Jessie asked as she offers a handshake which Becky return it.

“Becky Diamond.” Becky said simply.

“Beside. The only one that looks more of a bimbo than you is that cat gal vendor over there.” Jessie said as she points to the vendor who was wearing a silver furred catgirl suit while also wearing yellow with a dark blue edge clothes that is showing more cleavage than Becky and leaving her belly exposed.

“Yeah your right. Hey. Do you think we could get her to lower the cost on the stuff she’s selling?” Becky asked with a evil grin as she walk to the vendor.

“Sure why not. It looks like she has Amy Rose’s hammer is for sale.” Amy said as her and Jessie follow Becky to the vendor who was smiling at them with those blood red eyes.

“Why hello there. What can I do you for such fine ladies such as yourselves?” The Vendor asked while the three cosplayers look at what she got for sale. While they haven’t notice the Vendor’s cat tail was moving around like if it was apart of her.

“Hmm. I will go with the Piko Piko Hammer.” Amy said pointing to the big red and yellow hammer.

“Hmm. I think I will go with that case of Chaos Emeralds. After all a girl like Rouge love her gems.” Becky said as she points to a gold colour case that is showing all seven Chaos Emeralds in it.

“Excellent choices. And for you Miss Rabbot?” Vendor asked Jessie as she was still looking.

“Hmm. I will go with that cute plushie of Pikachu.” Jessie said as she point to a Pikachu plushie.

“Okay. That will be $500 for them all together.” The Vendor said as she place the items in a bag.

“$500? Are you sure that price is a bit too high?” Becky asked the Vendor while making her breasts bounce which made the Vendor to look up and think for a bit before looking back at them.

“Well. I could half the price. But only you take two more items.” The Vendors said as she went under the table to look for the items in question. When she came back up she holding what look like a thunderstone and a pink laser gun with a dark pink love heart on it.

“What kind of gun is this?” Becky asked looking at the gun.

“This is a bimbo gun. It can ‘kill’ any man like a normal gun would. But if you shoot it at a woman it will turn them into a bimbo for a short time.” The Vendor said which Becky had a evil smirk at.

“Well I could use this to prank people with. It would be funny to see the look on people’s faces when they are fooled into thinking this gun is real.” Becky said as she paid the Vendor $250 and put the thunderstone and bimbo gun in the bag as well.

“Great! Have a nice trip.” The Vendor said with a smile as the three cosplayers started to walk away but not before they all tripped and fell into a portal that just appeared, and everything for them went black.

[Present Day Equestria: Everfree Forest, Castle Of The Twin Sisters]

“Argh! Wha-What happened?” Becky asked as she sat up from where she was laying in the throne room. “And why do I feel weird?” She added as she noticed a shield was nearby and pick it up to use as a mirror. What she saw looking back at her wasn’t her human face, but the face of Rouge the Bat, which she screamed at after a minute of staring.

“Argh! Keep it down Rouge. I am having a lovely dream of marrying Sonic!” Said a voice that made Becky stop screaming and turn around to see Amy Rose sitting on the ground glaring at her while she notice Bunnie Rabbot was staring at her left arm and legs in shocked.

“Amy, Jessie? Is that you?” Becky asked worriedly as Amy and Jessie both look at her wided eyed.

“Be-Becky? Th-That’s you?! Amy asked as she stood up, follow by Jessie. “What the hell happened to you?!” She asked as she panicked a little.

“Same thing that happen to all of us sugar.” Jessie said while trying to remain calm while Becky gave Amy the shield only for Amy to drop it after a minute of staring.

“N-N-No. This can’t be happening! Do you know what this means?!” Amy asked in a panic.

“That we have been kidnapped and turned into characters from an anthro animal franchise?” Becky replied as she panicked too.
“No. It means that we have been displaced in Equestria and most importantly I have lost my bet with Jessie.” Amy said while she was still panicking while Becky just look at her with a ‘really?’ look on her face.

“Oh yeah. Thanks for reminding me Amy.” Jessie said with a smirk and placing her hand out to Amy. “Pay up Miss Rose.” She added as Amy gave her the money with annoyed sigh.

“Wait you two had a bet that this would happen to us?” Becky asked, before face-palming herself. “Wait. Displaced in Equestria like in the fanfics that I read from time to time?” Becky asked the two.

“Yeah we heard that some people went missing at a con in England just like in the fanfics. So I had a bet with Amy that it will happen to us at this con. Plus Amy is a sucker when it comes to bets.” Jessie said as she giggled a bit.

“I am not a sucker!” Amy growled at Jessie while Becky just realizes something.

“Wait, my sister and my other friends are still back at the con! And I don’t know what Jenny will do when she can’t find me!” Becky said as tears come out of her eyes.

“I’m so sorry for you sugar.” Jessie gave Becky a hug to help calm her down. “Maybe you will see her again someday like when Zinna finally found her brother in that fanfic.” She added as Becky calm down.

“Really?” Becky asked sounding hopeful.

“You bet that you will see her again.” Amy said right before all three of them heard something moving in the bag they had gotten from the Vendor. “Huh?” She asked as something yellow popped it’s head out of the bag.

“Pika?” The yellow creature said as the rest itself came out the bag. While Jessie quickly picked him up and hugged him with a fangirl smile on her face.

“Oh my gosh! It’s a real live Pikachu and he’s so cute!” Jessie gushed right before Pikachu zapped her while looking annoyed.

“Hehe. I saw that one coming.” Becky said while Amy was laughing her ass off.

“Oh Ha ha. I forgot how to laugh.” Jessie said annoyed as she put the pokemon down.

Becky was still giggling until saw hears a voice that coming one of the thrones.

“You hear something?” Amy asked Becky who was looking the thrones.

“I heard someone calling out to me.” Becky said as she walked up to the throne that had a sun banner on top of it and found a weird looking bubble that had three gems in them. “Hey there are some cool looking gems back here.” She added as she pick up the bubble.

“Gems?” Jessie asked as she took a closer look. “They look kind of like the gems the homeworld gems had.” She added as Becky looked back at the gems wided eyed.

“Co-Could it be?” Becky asked herself as she tried to break the bubble open. “Can I have some help with this?” She asked as Amy picked up her hammer.

“Sure just hold it still.” Amy said as she smashed the bubble open.

“Jenny can you hear me?” Becky asked the green gem that she was holding.

The gem started glowing, and a white body began to form. Rouge backed up. The body of light finished forming, and Peridot took it’s place, with the limb enhancers still on.

“Is that you Jenny?” Becky asked Peridot with a hopeful smile as she got closer while Amy and Jessie look surprised.

“Well that was quick.” Amy said simply.

“Who wants to know?” Peridot grumbled, rubbing her head. “Haven’t been called Jenny for years… Whoa!” The green Gem yelped at seeing Rouge and the others.

“It’s your sister.” Becky said as she grab Peridot in a tight hug and with tears of joy. “I thought I would never see again.” She added.

“Looks like I win this bet.” Amy said as Jessie rolled her eyes.

“You sure did sugar.” Jessie said.

“What… How… I haven’t see you for a thousand years!” Peridot said, looking confused.

“Me, Amy and Jessie had only woken up here a few minutes ago.” Becky said only to go wided eyed at what Peridot had said. “Ho-How long have you been here in Equestria?” She asked.

“Me and the girls found this creepy vendor dressed as Itward from Fran Bow, who sold us stuff, then we woke up here!” Peridot said, still processing.

“What stuff?” Becky asked as Pikachu climbed on to her shoulder.

“Uh… I got a few Robonoids, Jas- I mean Lana got the Centipeetle gem, and Olive got those Gem Shards.” Peridot said.

“Pika-Pikachu Pikachu?” Pikachu asked confused.

“I think Pikachu is asking why was you and the other two doing in that bubble?” Amy said which Pikachu nodded.

“I- uh…” Peridot tapped her head a few times. “I don’t seem to remember…”

“You can’t. Becky said sadly before she smile again. “Oh well. I am sure it will return to you in time.” Becky said as she broke the hug.

“So what do we do now since everyone is here?” Amy asked.

“Maybe we should pay a visit to the Golden Oaks in Ponyville and visit for some answers.” Jessie suggested.

“Yeah maybe one of those books can help Jenny to remember.” Becky said happy.

“Well then. What are waiting for then? Let’s get going.” Jessie said as she walk out of the throne room.

“Okay but once we get there we are going have to use our character’s names.” Amy said as she follow Jessie.

“Might as well since we are no longer humans. You coming Jenny?” Becky asked Peridot.

Peridot looked at Lana and Olive’s gems, before picking them up. “Sure… But what do we do afterwards? And who are you girls?”

“My name is Jessie West and she is Amy Petals.” Jessie said while pointing to Amy.

“Pikachu.” Pikachu said adding his two cents in.

“And that’s Pikachu.” Jessie said with a giggle.

“I’m Peridot, Becky’s sister. Let’s hurry up and get out of here.” Peridot stated, rubbing her gem in pain.

“Are you okay sis?” Becky asked in concern.

“It’s nothing, just a headache…” Peridot replied, picking up the gems. “Why don’t we get going?”

“Ok.” Becky said as she picked up the bag and walk out of the castle with the others.

Fluttershy was outside of her cottage feeding some of her animals. It was a little hot outside so she was wearing a tank top to keep herself cool.

“Here you go Angel. A nice juicy carrot.” Fluttershy said as she gave her pet bunny a carrot which he ate.

Just then she heard something coming out of the Everfree Forest. When she looked and saw four creatures. She didn’t know if she wanted to hug them because some looked like animals or go get Twilight. “Maybe I should go get Twilight.” She said to herself as she flew off to Ponyville before the four creatures get there.

“So we’re in an anthro Equestria.” Bunnie said as the group entered as they see some anthro ponies walking around doing their own thing.

“What is ‘Equestria’?” Peridot asked. “All I remember is the time spent here, not names or… Culture… Or events...”

“Equestria is world where the TV show My little Pony Friendship is Magic is based in and we are in an anthro version of the show.” Rouge said as they walk while getting stares from ponies they walk by.

“Plus I can’t see the Crystal Castle so we must somewhere before season 4 ending.” Amy Rose said as she notice some of ponies was looking at them with fear. “Scaredy cats.” She added.

“Perhaps it’s the fact that Equestria doesn’t have Gems or… Whatever you guys call yourselves… Mobians?” Peridot suggested logically.

“Might as well call us Mobians since we are no longer humans.” Bunnie said with a sigh.

“Pika.” Pikachu said while looking sad at the Rabbot.

“Yeah, I don’t think Mobians and Gems are common in this world…” Peridot stated. “Where is this… ‘Golden Orks’?”

“Pikachu-Pika.” Pikachu said while pointing to a big treehouse with the sign Golden Oaks Library on it.

“Thanks Pikachu.” Rouge thanked the pokemon while giving him an ear scratch.

“Well then. Let’s go me-” Amy cut herself as she stood still.

“Something wong sugar?” Bunnie asked Amy confused.

“I don’t know why. But I can sense something fast and blue is coming our way and it’s not Sonic.” Amy said as she move out of the way of a Rainbow burr. “And she’s a gay pride one.” She added made the Rainbow mane pegasus eye twitched.

“Hey I am not gay!” Rainbow Dash said in angry.

“Is your hair natural?” Peridot asked simpley.

“Yes it is!” Rainbow Dash said while glaring at them.

“Then you’re not gay.” Peridot stated. “Now please desist, I’m not in the mood to toy around with some horse/bird hybrid.”

“I am a pegasus you jerk!” Rainbow yelled as she tried to tackle Peridot but not before she got sent flying from a kick from Rouge.

“Don’t you dare harm my sister!” Rouge yelled back at Rainbow while looking pissed off.

“Well there goes the change at percefull first pony contact.” Bunnie said with a annoyed sigh as Pikachu nodded his head in agreement.

“The ‘Pegasus’ engaged first!” Peridot pointed out. “If the entire species is like this, we’d be better off as far away from them as possible.”

“We will get some books from the library before we go.” Amy said as she brought out her hammer just in case somepony else attack them.

“That’s why we came to this town for, anyways. So let’s go before that gay pride Pegasus comes back with her friends.” Rouge said as she walk to the library.

“Okay, let’s hurry up then!” Peridot said.

As the group entered the library they saw a little purple dragon who was reading a comic book and hadn’t notices them come in.

“What’cha reading?” Peridot questioned, looking over the dragons shoulder.

“The latest issue of the Power Ponies.” The little dragon said as he continue reading his comic for a minute before he realized he was talking to someone he didn’t know and turn to look at the group. Which made him jump out of his chair by surprise. “What the? Who the?!” He added as he was more focus on the gem on Peridot’s forehead. “Nice gem.” He said with a little bit of droop in his mouth.

“Thanks. Nice… Scales…” Peridot said awkwardly. “It’s a peridot. My gem I mean.”

“I know. I have eaten peridots before.” The Dragon said as he got closer to Peridot but before he got to it, he was blocked by Rouge who was aiming the bimbo gun at him.

“Touch my sister and you die.” Rouge said with a glare which made the little dragon to run upstairs in fear. “Now let’s grab some books and go.” She added as she had a look at what kinds of books this place has.

“It look Spike wanted to have a taste of your gem Peri.” Amy said as she pick up a book.

“It’s not just a gem, it’s me.” Peridot said. “I want to stay as far away from dragons as possible…”

“Well if any of those dragons come after you. I will smash them into next week.” Amy said with a smirk.

“Well I think we got enough books. Let’s get out of here.” Bunnie said as she place the last book in the bag.

“Wait, isn’t this stealing, and by the act of this, more attention

“Relax. We are just borrowing them and we will return them at night once we are done with them.” Rouge said as the group step outside the door.

“There they are!” Shouted an angry pegasus along with five more ponies standing next to her.

“Oh great it’s gay pride again and she brought friends” Bunnie said with a annoyed sigh.

“I told you I am not gay!” Shouted Rainbow as her eye twitch even more with rage.

“What the hay are they!?” Applejack looked horrified.

“We are mobians and a gem and pokemon.” Amy said simply.

“What…?” Applejack trailed off.

“What didn’t you clean your ears today?” Amy said annoyed.

“We don’t have time for this. Let’s get out of here.” Rouge said as she took to the air while holding Amy and Pikachu.

Peridot’s fingers spread apart, and started spinning. She picked up Bunnie and Amy with her left arm. “Finger Copter!”

“There they go.” Pinkie Pie said with a smile.

“That’s not good!” Twilight yelled, as a purple beam shot out of her horn aimed towards Peridot. The green gem used her foot to block the attack, although it was enough to off balance her.

“Are you alright sis?” Rouge asked Peridot in concern.

“I am, no thanks to those trigger happy whackos!” Peridot shouted, trying to keep balance with the two mobians in her grasp.

“Good. Because that bitch is going to a bimbo in a minute.” Rouge said as she aim her bimbo gun at Twilight and fire it.

Twilight tried to dodge, but failed miserably and got hit directly.

“What is bimbo- AAAAAHHHH!” Peridot’s eyes widened, before covering her face.

“Like, why is it so hard to think right now?” Said a now bimbo Twilight Sparkle who’s breasts are now bigger than Fluttershy’s. The rest of the mane six stare at with very red faces and wingboners in Rainbows and Fluttershy’s cases.

“Hey look Twily there a stallion over there!” Bunnie shouted as she pointed to where a big red stallion was standing.

“Like, he’s a totally hot.” Twilight said with a look of lust in eyes as she runs to where Big Mac was at.

“What… Did you call mah brother...?” Applejack asked, completely taken back.

“Uh, Twilight darling, what’s wrong?” Rarity asked her friend, slightly panicked. “What did those ruffians do to you?”

“Like they made me totally hot and stuff.” Twilight said as she chased Big mac while the displaced used this to make a quick getaway.

“I wish I could have unseen that…” Peridot whimpered and shuddered.

“Sorry that you had to see that. But nobody get away with shooting you while I am around.” Rouge said as she calmed Peridot down.

“Where are we gonna go?” Peridot asked, trying to change the subject.

“Well we could use that old castle in the everfree as a base?” Rouge suggested.

“Or we could use that cave a dragon from season 1 was going to sleep?” Bunnie said adding her own to two cent in as they flew.

“I think the old castle will do nicely. Since it got beds for us to sleep on.” Amy said.

“Pika.” Pikachu said agreeing with Amy on this one they head to the old castle.

Meanwhile back in Ponyville.

“Like let me have a suck of your cock hot stuff!” Said the bimbo Twilight as she was chasing Big Mac from the air.

“Nope nope nope nope so much nope!” Big Mac said as he was running from a horny Alicorn.

“Twi snap out of it!” Said a very worried Rainbow Dash who was chasing Twilight along with the other girls

“Yeah you aren’t acting like you're totally smart self.” Pinkie said just as worried. “For a few minutes a least.” She said to the readers.

“Wha-?” Applejack shook her head, before shouting. “Hey Dash! Tackle her!”

“You got it!” Rainbow said as she tackle Twilight and pin her to the ground.

“Hey! Like get off of me! That hot stallion is like totally getting away!” Twilight whined as she try to get free from the pegasus’s grip.

“Argh! AJ I need some help here!” Rainbow shouted as she was losing her grip.

The farmer pinned Twilight’s arms. “Somebody get me some rope!”

“Here you go.” Pinkie said as she gave Applejack some that she had in her mane.

“This is for your good Twilight.” Fluttershy said quietly as she hides behind mane to hide her brush as Applejack tied Twilight up.

“Oh! Like are we doing kindy bondege and stuff?” Twilight asked as she moaned which made Rainbow and Applejack blushed.

“Rarity! Get Spike to write a letter to the Princess!” Rainbow said as she try to move her wings. “Stupid wingboners.” She said to herself.

“Uh… Right away!” Rarity stuttered, face flushed as she ran into the library.

“What did that bat-thing do ta Twi!?” Applejack asked.

“She used a bimbo gun to Twilight into a bimbo for a short time.” Pinkie said with a smile.

“How’d you know that!?” Applejack asked, completely lost.

“Know what?” Pinkie asked confused.

“What she did!” Applejack shouted. “And no sexual stuff!”

“Oh. There was a label on the side of her gun.” Pinkie said like it was common knowledge

“Hey AJ. Would you like make the ropes tighter?” Twilight asked as she moaned.

“Oh my...” Fluttershy said as face got redded.

“Twi, be quiet or I’ll make you listen to Rarity for an hour… And she’ll be talking about dresses and manners!” Applejack threatened. “If she can make Twilight do this, who knows what she can do to all of Equestria!”

Then suddenly a bright flash happen and Twilight was back to normal. Well except for her clothes.

“What… What happened? And what am I wearing?” Twilight asked, looking down at herself.

“You got turned into a bimbo and AJ’s brother because you think he was hot and wanted to suck his rod.” Pinkie said as she brushed.

“What!?!?” Twilight screamed. Her face changed to red, and she started to get dizzy from the embarrassment. She also felt sick.

“Are you okay Twi?” Rainbow asked still worried for her friend as she untied Twilight.

“I’m… I’m not sure…” Twilight started hyperventilated. “I… I’ve never done anything like that before!”

“It’s ok. You weren’t yourself at the time.” Fluttershy said trying to calm Twilight down.

“B-but Big Mac must hate me after this!” Twilight said, tears appearing in the corners of her eyes. She stood up, before teleporting away.

“Twi wait! Argh! When I get my hands on that bat I will kick her frank into next month!” Rainbow growl in a rage.

While all this was happening they were being spied on by a yellow unicorn mare with a red and yellow mane and tail.

“Heheh… If those… Things can humiliate Twilight Sparkle that easily, then maybe it’s time I met some… Friends.” She said, before teleporting away.

Author's Notes:

En-Forcer: First chapter of this collbe story is done.

Bronyparasite: Credits! En-Forcer played Rouge, Bunnie Rabbot, Amy Rose, Rainbow Dash, Fluttershy, Pinkamena Diane Pie, and the Vendor… What’s her name… Jade The Cat. And I played Peridot, Lana/Jasper, Olive/Lapis Lazuli, Twilight Sparkle, Applejack, Rarity, and the bacon haired menace.

En-Forcer: Chapter 2 and more will happen in the future along with more bimbo transformations.

Bronyparasite: Also… Will Twilight be okay? And is she bisextual after that line with AJ?

En-Forcer: And is Rainbow Dash gay? Find out next time on Dragon Ba- I mean Team Rose Gem in Equestria!

Bronyparasite: See you next chapter!

Chapter 2

“Well that was a bust.” Amy said as the group enter the throne room of the old castle.

“And we got Rainbow Dash to blame for ruining our first contact with Ponies.” Bunnie said as she sat down while thinking about how to teach that pegasus some manners.

“At least I managed to turn Twilight into a bimbo for a while for trying to harm my little sister.” Rouge said as she look at her bimbo gun with a smirk.

“So what do we do now? Since the Mane six will most likely have sent a letter to their Princess.” Amy said as the group start to think on their next move.

“Why Princess? Do these equines not have a king or queen?” Peridot asked, but before anyone in the group could answer, someone else replied.

“We haven’t had one of those for three thousand years, they’re considered relics when a government uses them.” A female voice stated.

“Who’s there?! Show yourself vimont.” Bunnie said as her robotic arm transform into a arm cannon as the others are ready to fight.

“Yeah or we will find and smash you!” Amy shouted looking at the door carefully.

A yellow mare with a red and orange mane trotted out, smirking. “Sunset Shimmer, at your service…”

“Why does her mane make me think of bacon?” Rouge asked as the rest of the group laugh at the question, except Peridot. “But the more important question is why are you here?” She asked the bacon haired mare.

“I saw your little run-in with the Elements of Harmony, and might I say, you did an amazing job stopping Twilight from using that fainting spell.” Sunset said, walking around the group a bit.

“Well that’s what she gets for trying to hit Peridot, and nobody harms my sister when I’m around.” Rouge said as she crossed her arms under her bust while keeping an eye on Sunset.

“Plus it was a bit funny seeing Twilight as a bimbo while trying to catch Applejack’s brother.” Amy said with a grin. “If only that would also have happen to Rainbow as well.” She added.

“We will get her next time.” Bunnie said to Amy as she turn to look at Sunset. “So you saw what we did in Ponyville. So what?” She asked Sunset.

“Pika.” Pikachu said as he let out a flew sparks.

“I just thought you…” Sunset froze in her tracks. “What do you say instead of ponies?”

“People.” Peridot clarified.

“Thank you. I just thought you people would like some help.” Sunset said, before sitting on her haunches.

“Help us with what sugar?” Bunnie asked not getting what Sunset meant.

“Pikachu.” Pikachu said agreeing with Bunnie’s question.

“Well, those ponies are a big deal in Equestria. Having them as enemies means you’re an enemy of the state.” Sunset stated, looking away to grin insanely in excitement. She turned back to the group as nonchalantly as she was able to. “I don’t think you’re in the wrong, I saw them attack you first. Ponies may act nice, but they’re intolerant.”

“Hmm you have a point there.” Amy said in agreement with what Sunset said.

“Sure. You can help us. After all finding my sister and my other two friends trapped in a bubble the Princess of the state had make an enemy out of me.” Rouge said as she get out the case from a bag they have got the con. “Plus we got these.” She added as open the case.

“Oh yeah. Those Chaos Emeralds have become real.” Bunnie said while looking the growing gems.

“Uh… What?” Sunset questioned, raising an eyebrow.

“These seven chaos emeralds have unlimited power. They can be use for good or evil. Plus who ever has all seven of them he or she will become unstoppable.” Amy said smiling at what she could do with them.

“Also they can power machines or since we are in Equestria make pony magic stronger.” Rouge said while looking between the seven gem and her Bimbo gun.

“You’ll need to test that theory, magic was never in Sonic.” Peridot said plainly.

“There is magic in the Sonic the Hedgehog comics.” Bunnie said to Peridot with a deadpan.

“There are comics?” Peridot asked, surprised.

“Anyway!” Sunset shouted to get everyone’s attention. “I’ll see if I can get my place cleaned up so you can actually get through the door. In the meantime, try… Try to not get killed.”

“No worries here. If those six mares or any guards find us here. Then they are going to meet my little friends.” Bunnie said as she wave her arm cannon while Pikachu jump onto her shoulder.

“And my little friend too.” Amy said holding up her big hammer.

“I’m not worried about them… I’m worried about the Timberwolves, Hydras, and other Everfree monsters.” Sunset said. “Just… Just stay in the castle, and I’ll be back shortly.”

“Ok. Take your time.” Rouge said as she went and sat on a throne that had a moon banner above it.

Sunset vanished in a puff of smoke.

“So what now?” Amy asked.

“I got some cards we could play in the meantime.” Bunnie said as got out a deck of cards from under her hat.

“Sure. Set them out.” Rouge said as the group start to play a game of poker.

“What are we doing? We just woke up in bodies not our own!” Peridot shouted.

“So? What can we do about it?” Amy asked as Bunnie just showed she got a royal flush which annoyed Rouge and Pikachu.

“These are our new bodies now sugar gem. We are going to have to get use to it.” Bunnie said still smirking at winning the poker game. “Plus we still need to wait for Lapis and Jasper to wake up.” She added.

“Yeah… Which leaves me to tell you all a… Problem…” Peridot said, pulling out the gems, which each had a long crack on either one.

“WHAT!?” Rouge shouted in shock as she saw the cracks on the two gems along with noticing a very small crack on Peridot’s gem. “That Sunbitch is going down for this!” She added as she kicked a nearby suit of armor out of rage.

“Don’t forget her sister Moonbitch.” Amy said while looking a bit piss herself.

“Uh… We’ll have to find a way to fix them…” Peridot mumbled.

“Why not use the Chaos Emeralds to heal them and you?” Bunnie asked eyeing the Chaos Emeralds.

“Yeah. If they can bring Sonic back life in Sonic 06 then they can heal some cracks.” Amy said while taking the emeralds out theirs case.

“Pika-Pikachu.” Pikachu said in agreement.

“Maybe, but wouldn’t that mean you lose them? Why don’t we ask Sunset, maybe she has a spell.” Peridot said.

“No we will only lose them after one or all of us turn super at the same time.” Rouge said as she hugged Peridot.

“I wonder what Sunset is up to right now?” Bunnie mumbled to herself as she reset the poker game.

“She said she was cleaning her place up…” Peridot said, rubbing her gem.

“Are you sure you should be rubbing your gem when it has a small crack?” Rouge asked Peridot in concern.

“Giah!” Peridot yelped in surprise. “How did you know!?”

“Jasper and Lapis have cracks in their gems. So it will stand to reason that your gem’s cracked too. Why did you think I kicked that suit of armour in a rage for?” Rouge asked Peridot as she gave Pikachu a ear scratch. “Besides, we can pretty much know who did the cracks to you and the others.” She added as she look at the sun banner with a glare.

“I’m still having memory troubles, but you’re probably right.” Peridot said, looking down. “I suppose I can deal without some meaningless memories.”

“Ok. So let’s have a look at the books we got Ponyville until Sunset gets back.” Rouge suggested as she grab a book.

“Who want to bet that Twilight had locked herself in her bedroom after embarrassment from being turned into a bimbo?” Amy asked.

“You are on.” Bunnie said as she and Amy shake hands.

Peridot sighed and curled up on the floor. “We’re doomed…”

(Meanwhile in Ponyville)

“Twilight dear! Open up!” Rarity shouted, pounding on the door frantically.

“Rare, she ain’t coming out.” Applejack stated as she sighed.

“Maybe we need to just give her some time to herself?” Fluttershy suggested shyly.

“No she needs our help to get through this.” Rainbow said as she pounded the door as well.

“Rainbow, she’s not going to come out.” Rarity said, placing her hoof on the cyan pegasus shoulder.

“But there must something we can do to help her.” Rainbow said feeling useless about not being able to help Twilight.

“Don’t worry Dashie. I am sure Twilight will get over this. When that happens I can throw a ‘got over from being turned into a bimbo for a short time’ party!” Pinkie said trying to cheer everyone up.

“Uh… You might not wanna say ‘bimbo’ in front of Twi for a long time, Pinkie.” Applejack said. “What we need to do though is find those varmints and make them pay!”

“Yeah! Specially that bat freak for turning my- our egghead into a bimbo.” Rainbow said punching her fists together.

“But where do we start finding them?” Fluttershy asked shyly.

“Where were they heading?” Rarity asked.

“I think into the Everfree… There’s only the castle of the two sisters in there, I suppose that’s a place to start.” Applejack suggested.

“Yeah let’s go after we get that reply from the Princess Rarity had Spike send a letter to.” Pinkie said jumping in place.

“No time for that. We need to get to that castle and pounded those freak’s faces in!” Rainbow said as she fly straight to the Everfree Forest.

“I’ll wait for the letter darlings, go make sure Rainbow doesn’t turn into a… You know.” Rarity said, not able to croak out the word bimbo.

“Okie dokey lokey.” Pinkie said as she, Applejack and Fluttershy chase after Rainbow while Rarity waits for the letter from Princess Celestia.

Meanwhile with Sunset.

Sunset had gotten back to her home about 20 minutes ago.

She was cleaning her home swiftly, pulling out spare beds, making as much space as possible. She also hid the dark magic related books, and… Questionable, books… And questionable artifacts…

She was finally done, and puffed out her chest proudly. A red and orange bird flew into the window and landed on her shoulder.

“Oh, hey Willow.” Sunset said to her pet. The Phoenix nuzzled her, and she giggled. “We’ll be having guests soon!”

The Phoenix flew off her shoulder and landed in a basket before falling asleep.

Sunset rolled her eyes. “Lazy bird…” She checked over everything one more time, then nodded, and teleported outside.

Her home was an old watch tower that was abandoned after Nightmare Moon. She enjoyed the place mostly because it’s historic values in that brave ponies of the past protected their land. In the end it was futile, but to her, failure was better than victory.

She created a teleportation steam with her magic, which was pretty much teleporting backwards. An advanced spell that retraces your teleport to where you were. It takes less magic than simply teleporting, but more focus and mental capacity, something that Celestia’s new apprentice didn’t understand.

Oh she so hated that Twilight. Not only did she get the Princesses favor with a miscast, a dangerous hazard to all Unicorns and something Sunset was reprimanded for, but got everything she wanted.

Where Sunset got a scolding for running in the halls, Twilight got a giggle and was encouraged. If Sunset didn’t do her magic exercises she got a glare, if Twilight didn’t do it she’d just get a reward for doing it.

And at first, Sunset thought it was because Celestia was learning from her mistakes. She hoped things would become better! She was hoping she could talk to Twilight, and they’d get along… But no. Nothing got better. Instead, it got worse.

Celestia would ignore Sunset to focus on Twilight. She wouldn’t let Sunset near Twilight. And when she heard Celestia… Talking so greatly of Twilight like she had never done about anypony else…

She heard nothing about her going missing after she told anypony where she was going.

And when she heard that Twilight had become the Element of Magic… She felt thoroughly insulted, hurt, and most of all… Understandment.

She finally arrived, and shook herself out of her inner ranting.

“Hello!?” Sunset yelled, her voice echoing through the hall.

“Pikachu?” Pikachu asked while looking outside of the door.

“Is that Sunset?” Amy asked from inside the room. “We are still in the throne room Sunset.” Amy yelled back.

“Okay!” Sunset replied, trotting into the throne room. “Sorry it took so long, my organised mess was more messy than I thought.”

“No worries sugar. We was just playing cards to pass the time.” Bunnie said while putting her deck of cards away.

“So we are about ready to go.” Rouge said while holding her case of chaos emeralds and her bimbo gun.

Sunset Shimmer smiled. “Then follow me.” She trotted her way towards the front of the castle.

“There they are!” Shouted Rainbow Dash as she fly at the group at breakneck speeds.

“Oh great. It’s the gay pride pony again.” Amy said sounding bored as she hit Rainbow, when she was close enough, away with her hammer.

“I told you I'm not gay!” Rainbow shouted in rage as she got back up. “You all are going to pay for what you did to Twilight!” She added as Applejack, Pinkie and Fluttershy finally arrived.

“Pikachu-Pika!” Pikachu growled as his cheeks sparked scarcely.

“Who in tarnation is that!?” Applejack pointed to Sunset.

“Our new friend Sunset.” Rouge said as she aimed her bimbo gun at the bearers.

“Beside Your bookworm friend had it coming for trying to harm Rouge little sister.” Bunnie said as she aimed her arm cannon at the bearers as well.

“No she didn’t you meanies.” Pinkie said with a glare.

Sunset backed up slightly. If they asked who she was, Celestia would come after her and the whole plan would be ruined. Plus she’d lose the element of surprise. “It isn’t illegal to use a bimbo gun!”

“Don’t know and I don’t care.” Rouge said while deciding on which element bearer to shot at.

“Beside if these ponies want a fight. They got one.” Amy said reading her hammer. “Specially gay pride here.” She added which cause smoke to come out Rainbow’s ears in angry.

Sunset mentally panicked.

“Rouge, it isn’t worth it.” Peridot said. “Let’s get out of here…”

“I TOLD YOU I AM NOT GAY!!!!” Rainbow roared as she charge at the group in blind rage while Rouge just grinned as she got out a chaos emerald.

“Perfect test subject.” Rouge said to herself as she stick the emerald in the back of the bimbo gun and fired it at the incoming pegasus.

“Rainbow!” The ponies beside Sunset cried out.

When the beam hit Rainbow she stopped in midair as she tried to fight the transformation.

“What’s happening to-to me?!” Rainbow cried out as her clothes turn pink and latex shiny. While her ass and breasts start to expand up some sizes.

“Same thing that happened to Twi!” Applejack yelled.

“Oh... Oh my.” Fluttershy said as her wings stand out straight as she blushed.

As soon as Rainbow heard Applejack said Twi she felt a rushing heat coming from her loins as her clothes are now showing top parts of her expanding ass and breasts while her hair got longer and lighter coloured.

“Wh- Wha- Like why is it becoming so hard to think?” Rainbow asked herself as pink lipstick and purple eyeshadow appeared on her face while her ass and breasts stop at H cup size.

“That what you get for charging at us.” Bunnie said as she blush at the sight.

Sunset was blushing profusely. She backed up slowly, “Do you do this… With every mare...?”

“Only if they tried to harm my love ones and friends.” Rouge said as she hear Rainbow start to giggle and moan in pleasure.

“Like I feel so totally hot right now.” The bimbo Rainbow said as she push her breasts together.

“Shy, get Dash out of here!” Applejack ordered. “And make sure she doesn’t try anything!”

“O-O-Ok.” Fluttershy said her face is as red as Big Mac as quickly walk over to Rainbow. “Co-Co-Come Rainbow le-let get you ou-out of here.” She said to Rainbow. But then Rainbow pull Fluttershy into a hug which resulted her face being buried in Rainbow huge breasts.

“Like sure Flutters. There a bookworm mare I would totally want to talk to away.” Rainbow giggled as she let go of a stunned Fluttershy as she flew off back to Ponyville.

“Told you she was gay.” Amy said smiling.

“This escalated quickly…” Sunset said, scratching her head awkwardly.

“Hey Fluttershy. Are you okay?” Pinkie asked just as Fluttershy had a nosebleed before fainting.

“Figures she would faint from that first.” Rouge said as she put the emerald away. “Now should we run?” She asked the group.

“I think we can walk…” Peridot said. “There’s no way for them to follow us without turning into bimbos.”

“Let’s go then!” Sunset declared, wanting desperately to leave.

“Pika.” Pikachu said in agreement.

“Then lead the way sugar.” Bunnie said to Sunset.

“Aren’t we going to stop them Applejack?” Pinkie asked while holding Fluttershy.

“What can we do? They got Rainbow Dash turned into a bimbo, and she’s the fasted of us! We’re just Earth Ponies.” Applejack said. “Get Fluttershy and lets go.”

“Uh Ok.” Pinkie said as she carry Fluttershy back to Ponyville.

“Smell you lot later.” Amy said as she wave at the remaining bearers.

Applejack glared at them. “Once everypony's okay, we’re coming for you…”

“Yeah right after you clean the wet patch of your panties and jeans.” Rouge said pointing at the wet patch as she laughed.

The farmer ran off, and Sunset was having a hard time coping.

“O… Kay… L-let’s go…” She said, heading the opposite way she and the girls came from.

“Lead the way.” Bunnie said as the group follow Sunset.

They felt the castle out the back way and made their way to Sunset’s home. Once they arrived, Sunset gestured to the place, which was guarded by three Timberwolves with red eyes instead of green. “Welcome to my home!”

“You live in a watch tower?” Amy asked confused. “It reminds me of the one Power Rangers Time Force.” She added as the group enter the tower.

“The… What?” Sunset asked.

“Power Rangers. It a TV show I use to watch where we come from.” Amy said.

“It doesn’t matter right now. But now we need to go inside and think on what are we going to do in the meantime.” Rouge said.

“Yeah no doubt they will try to send royal guards after us.” Bunnie said.

“Or the bearers would come after us themselves or with guards.” Amy said.

Sunset brought them inside. “Don’t worry, no one knows this exists. It’s not on any maps.”

“And where is this watch tower we are in at?” Rouge asked looking around.

“Ten miles away from the castle.” Sunset stated.

“No wonder my feet are killing me…” Peridot grumbled to herself, collapsing on a bunk beds bottom bunk.

“Yeah mine too.” Amy said as she jump on the top bunk.

“Anyway. We need to think of a way to fix our two gem friends along with trying to stop mane six from using their elements other then the bimbo gun.” Bunnie said.

“Uh… If they’re gems, I might know some magic to fix them.” Sunset suggested.

“Really?” Rouge asked with hope in her eyes.

“Yes, I used to be the strongest Unicorn in canterlot. I’ll have to brush up on the spell though.” Sunset stated.

“Rouge! There’s only six beds! What’re we going to do when the girls are healed!” Peridot shouted.

“Well I am sure a bed shop or any of those six mare would willing give some more beds.” Rouge said with a grin.

“No, not with those ponies after us. Two of us are going to have to share.” Sunset said.

“Well I could share a bed with you.” Rouge said to Sunset with a wink which cause her breasts to bounce.

“Uh… What?” Sunset’s eye twitched. “Why…”

“Well. You are cute.” Rouge said simply as she head to a bed while moving her ass at Sunset.

“N-no I’m not. L-let’s get some rest, I’ve been walking all day.” She walked over to her bed and took her shoes off, before getting under the covers. “You can use another bed until your friends are restored.”

“Of course Sunny.” Rouge said as she lay down in her own bed.

Meanwhile with Twilight.

Twilight laid on her stomach on her bed. Her eyes were red and puffy, and her expression was sour. She was only wearing white panties and a t-shirt.

“Come on Twilight. It can’t be that bad.” Spike said trying to cheer Twilight up.

“It was humiliating, Spike…” Twilight croaked. “I haven’t felt like this since I tried to expose Queen Chrysalis...”

“But it all worked out in the end. And so will with whatever that bat thing did to you.” Spike said.

“Spike… Please, I need to be alone. Go out and have fun, I’ll be fine…” Twilight told the drake.

“Ok. If you say so.” Spike said not sure if Twilight will be fine or not as he left the room.

10 Minutes later there a knock on the door.

“We’re closed!” Twilight shouted.

“Like it’s me Egghead.” Said Rainbow’s voice with a giggle.

Twilight groaned and got up. She went down the stairs and went to the door. When she opened the door, she kept her lower half hidden by the door. “I don’t feel like talking Dash.”

“Like why not? Talking about your feeling and stuff to those who cares about you would like totally help you feel better.” Rainbow said smiling as her huge breasts bounce up and down.

Twilight had just realised what Rainbow looked like and blushed. “Uh… Rainbow… W-were you hit with that bat girls weapon…?”

“Like totally I did my cute little bookworm.” Rainbow said as she giggled. “So like want to talk about it?” She asked with a wink.

“N-no, you’re not even in your right mind.” Twilight said, pulling Rainbow inside before slamming the door. “Were you seen by anyone?”

“Like just some couple of hot colts and mares who had tents or wet patches right between their when I totally fly by them to see the hottest mare in Ponyville.” Rainbow said winking at Twilight with bedroom eyes.

“W-wait, what?” Twilight asked, backing up slightly.

“Like when I first met you I totally had a crush on you. But like totally not hot pride of not being gay was totally cockblocking my true feeling for you and stuff.” Rainbow said moving closer.

Twilight backed up against a wall. “D-Dash, you’re n-not yourself!”

“Like so what? I finally got chance to show my totally true feeling for you without my pride totally being in the way.” Rainbow said while moving her arms to make her breasts push together.

Twilight was beat red and shaking. “R-Rainbow, d-d-don’t…”

“Like don’t what?” Rainbow said confused.

“S-stop, you’re… J-just…” Twilight’s breath caught in her throat.

“Just what? Like was I too forward? Too hot?” Rainbow asked just standing there confused to why Twilight was acting this way.

“Wh-what are you d-doing?” Twilight asked.

“Like trying to help cheer you up. But you look totally scare of me and I don’t know why.” Rainbow said looking concerned as if she done something wrong and don’t know what it is.

“I-it’s not that Dash, I just…” Twilight hit her head. “I’m sorry, I… I don’t know. Fine, we can talk.”

“Ok doke.” Rainbow said smiling again. “Ok so like why were you so upset early?” She asked Twilight.

“I… It was embarrassing… I don’t like being… Well, thought of like that, you know? I just…” Twilight sighed. “And acting like that in front of you all…”

“Like it’s okay to totally cut loose once in awhile and stuff.” Rainbow said doing her best to help cheer Twilight up.

Twilight sat down on the floor. “I just… In my experience, when something like that happens, those who saw it made fun of it.”

“Then like those jerks can totally go buck themselves. You should like don’t listen to them if they aren’t nice.” Rainbow said sitting next to Twilight.

“Thanks Rainbow, but… I guess I thought you guys would make fun of me…” Twilight shrugged. “I’m getting uncomfortable sitting her.”

“Like would you like me to get a chair for you or like would like a hug?” Rainbow asked.

“Help me up? I shouldn’t have sat down on the floor.” Twilight blushed in embarrassment.

“Ok.” Rainbow said as she help Twilight up and she got a flew of Rainbow’s breasts. Twilight blushed and pushed herself off quickly.

“S-sorry…” Twilight said, rushing towards the stairs that lead up to her room. Unbeknownst to her though, her underwear rode up her butt, showing off her cheeks.

“Like no problem Twi.” Rainbow said as she notice Twilight’s underwear. “You might want to like check your underwear.” She added.

Twilight felt it, and blushed, before pulling them down enough to hide her flank. “Th-thanks… Glad to know you aren’t sex craved like I was…”

“Like I am sex craved but I am totally holding myself back for you sake.” Rainbow said with bedroom eyes.

“Th-thank you…” Twilight said. “Does it hurt? H-holding back?”

“Nah. It just like totally hot between my legs.” Rainbow said smiling.

“O-okay…” Twilight said, sitting on her bed. “There aren’t aren’t chairs besides the one in the kitchen.”

“Like that totally fine.” Rainbow said as she sat next to Twilight. Just then there was knock at the door.

“C-could you go get that?” Twilight asked.

“Like it could the girls totally just got back from Everfree Forest and stuff.” Rainbow suggested. “Would like me to get the door?” She asked.

“That’s what I just said.” Twilight replied. “Would you?”

“Like oops. Ok.” Rainbow as she went and answer the door and Applejack and Pinkie are outside.

“Rainbow!? Why’re you here!? Where’s Twilight!?” Applejack yelled.

“Like, she is here and I Totally cheered her up.” Rainbow said smiling.

“You did?” Pinkie asked grinning.

“Like see for yourselves.” Rainbow said with a giggle.

The group went upstairs to see Twilight sitting on the bed, wiping her eyes with a kleenex.

“Sorry about earlier girls…” Twilight apologiesed.

“It’s ok Twilight. We are just happy that you are feeling better.” Pinkie said as gave Twilight a tight bear hug.

Twilight wheezed. “P-Pinkie… Air…”

“Ooops. Sorry Twilight.” Pinkie as she let go of Twilight with a blush. “We don’t want you passed out like Fluttershy did.” She added.

“Fluttershy?” Twilight asked.

“She fainted from a nosebleed after Rainbow hug her with Fluttershy being in Rainbow’s breasts.” Pinkie said giggling to herself.

“Hehe. Like who knew Flutters was a boobmare.” Rainbow said giggling.

“Dash…” Applejack said unamused. “Don’ be a bitch.”

“What? Like it’s true if she fainted from face to boobs.” Rainbow said giggling even more. “And I am like a totally sexy bitch anyway.” She added with a sexy pose.

“Dash, stop.” Applejack said, glaring.

“It’s not her fault. I’ll take care of her, you guys go and regroup for tomorrow.” Twilight said. “AJ, tell Rarity what happened and see if you can get Spike to sleep over at her place. Pinkie, take care of Fluttershy.”

“Ok Twilight. Let’s us know when Rainbow is back to normal.” Pinkie as she headed to Fluttershy’s place.

“Roger, we’ll meet back here tomorrow, right?” Applejack asked.

“Yeah.” Twilight replied.

The farmer tipped her hat before leaving the library. Twilight sighed, rubbing her head.

“Like what should we do now? Now we are totally alone.” Rainbow asked with bedroom eyes.

Twilight stared at Rainbow for a bit, then blushed. “Y-you need help…?”

“Well my loins is getting like totally hotter.” Rainbow said as she pants a bit with a blush. “Does that help?” She asked as a wet patch appeared on her pink shorts.

Twilight sighed, knowing she was going to regret this. “Come here…”

“Like ok.” Rainbow said as she got closer to Twilight as her wet patch start to smell of her lust. “Like what would you want me to totally do?” She asked.

“I’m helping you. Not the other way around. Sit on my lap.” Twilight said.

“Like ok.” Rainbow said as she did as she is told with a Pinkie size smile.

Twilight blushed. “Uh… I’ve never done this before…”

“Done what before?” Rainbow asked confused.

“Anything… Sexual…” Twilight blushed harder. “I don’t know how to… Help you…”

“You could, like, finger me if you want.” Rainbow suggested as she remove her shorts and panties. Twilight’s face was burning, and she quickly pulled the panties back up.

“I-I can do it without… Looking…” Twilight said, sliding her right hand into the undergarments.

“Ooooh! That like feels good.” Rainbow said as she moan a bit. Twilight slid two fingers into Dash’s slit. “Oooh. Daring aren’t you?” She asked in a moan and a wink.

Twilight felt uncomfortable as she pushed into Rainbow and pulled out in a steady motion.

“Like for a beginner you totally good.” Rainbow said as she put an arm around Twilight.

“Tell me what to do.” Twilight said, continuing to finger Dash, but sped up.

“Oooh yeess! You could like play with my breasts with your other hand.” Rainbow said moaning louder. Twilight did as she was told, playing with the still clothed breasts of her friend. “Oooooh yeeeess. I am so like wetter.” Rainbow said as Twilight’s fingers are now covered in Rainbow’s love juices.

Twilight was burning like the sun. “H-how long d-do I do this…?”

“Like not long. I am totally getting close.” Rainbow moaning louder in pleasure. “How are you like feeling right now?” She asked.

Aroused, Twilight wanted to say, but she didn’t. She was also wet from this experience. “Wh-why are you asking?”

“I just like want to know you are feeling totally ok with helping me with my heat.” Rainbow said still moaning.

“Well… I know h-how it feels and didn’t want you suffering…” Twilight said, speeding up even more.

“Aww thanks Twi. Like you totally the bests.” Rainbow moan as she kiss Twilight on the cheek. “Have I ever told you’re, like, totally cute when you blush?” She asked.

“N-n-n-no…” Twilight squeaked.

“Well you’re totally cute.” Rainbow said as she lick Twilight’s neck while moaning while her free hand grab one of Twilight’s breasts.

Twilight eeped, but let Dash touch her. Her fingering becoming more sloppy, as did her breathing.

“I am like almost there Twi.” Rainbow said as she play with the breast she is holding. “Hehe like you are totally wet.” She added as she kiss Twilight’s other breast.

“Wh-what are you d-doing?” Twilight asked, her nose almost bleeding.

“Like I can smell you are totally aroused. So I am like helping you out like you are helping me.” Rainbow purred as she lick Twilight some more. “You like?” She asked.

“Y-yeah…” Twilight replied, almost ashamed.

“Like it’s nothing to be ashamed of. You totally needed it as much as I needed it.” Rainbow said as she playing with Twilight’s breast and slip her hand in Twilight’s panties and start finger her as well.

Twilight moaned, her fingering going as fast as she could go.

“Oh yes Oh yes Oooooooooh!!!” Rainbow moaned as orgrasm on Twilight’s hand while she finger Twilight faster.

Peridot got out of bed and poked the others awake besides Sunset, who was lightly snoring.

“We need to talk.” She whispered.

“What is it.” Rouge whispered back.

“Yeah. Why are we whispering?” Bunnie asked in a whisper.

“So our host doesn’t wake up.” Peridot said. “I want to discuss something.”

“Like what?” Amy asked confused on why Peridot doesn’t want Sunset to hear them talking.

“Why Sunset’s helping us.” Peridot said. “It’s illogical she’d act differently about us than the others.”

“Maybe she want us to help her get her revenge on Twilight and Celestia?” Rouge suggested.

“Uh… Who are those?” Peridot asked.

“Twilight is that purple pony Rouge had turn into a bimbo back in Ponyville.” Bunnie said.

“While Celestia is the main/co ruler of Equestria who rise and lows the sun.” Amy added.

“And… How would you know that?” Peridot asked.

“I watch the TV show this world is base on.” Rouge said with a shrug.

“And she’s using us?” Peridot raised an eyebrow.

“Well those six mares and the Princess are our emeries anyway. So we need as much help we could get.” Bunnie said with a shrug.

“Maybe we could find Trixie and ask her to help us.” Amy suggested.

“And what about beacon hair?” Peridot asked.

“She hates Celestia as much as we do. So if she wants revenge then so do we.” Rouge said. “Plus she is cute.” She added.

“I take it you swing both ways?” Amy asked Rouge.

“Yes I do.” Rouge said.

“Great…” Peridot sighed. “Being used so you can court a Unicorn…”

“Hey don’t worry. If she backstab us I will hit with a bimbo gun that has been supercharged by all seven chaos emeralds.” Rouge said.

“Which means she’ll be your bimbo…” Peridot said.

“Yep my bimbo who will do anything so she can have sex with me.” Rouge said grinning evilly.

“How are we related?” Peridot asked.

“We have the same birth mother remember.” Rouge giggle a little.

To be continue.

Time Forgotten

(Flashbacks)

(2 years ago)

“Do I have to wear this?” Becky asked her mother who showing her a prom dress that everything up.

“Yes Becky. You need to look smart for you and your sister most important night of your lives.” Becky and Jenny’s mother said not moving on this choice.

“I doubt this is our most important night. I don’t even want to go.” Jenny said, crossing her arms.

“It will be where you find the perfect boy to fall in love with. That how I met your father.” Mother said thinking back to her prom night.

“Majority of prom dates do not turn out like that. And love is irrelevant anyway.” Jenny said, crossing her arms.

“And beside this dress makes me look like an old dork.” Becky said grumbling as the mother push dress on to her hands.

“You will this dress and not one of your slut dresses and that’s final!” Mother shouted at Becky. “I will not have one of my daughter's going to prom night dressed as a slutty bimbo.” She added glaring at Becky.

“Fine….” Becky said taking the dress to her room. “Only because you are jealous of my breasts being bigger than your.” She said under her breath so her mother can’t hear her.

“What’s a slut?” Jenny asked.

“It’s nothing you should worry about as long as you wear clothes I want you to wear.” The mother to Jenny smiling.

“Okay mom.” Jenny replied plainly. “But I still don’t see why love is so important.”

“You will when you find it.” Mother said as Becky came out wearing the dress.

“You look adequate sister.” Jenny said.

“I look like a lame dork.” Becky gumble as she walk to the front door.

“No you look a smart young woman that you should alway look.” Mother said smiling as she wave both Becky and Jenny off.

“You think dorks are lame?” Jenny asked Becky with a raised eyebrow.

“You are smart but you are no dork to me sis.” Becky said as she got in the car.

Jenny hopped into it as well. “Do you even know what that word means?”

“No. I always think it’s someone dress smart.” Becky said as she drives.

“A dork is a dull, slow-witted, or socially inept person.” Jenny said. “I’m the later.”

“You are still not a dork to me and don’t let anyone tell you otherwise.” Becky said as drive close to the school’s car park.

“It also means you look the opposite of a dork… Maybe a nerd.” Jenny teased.

“I maybe smart but I am not a nerd. It’s mom that trying to make me look like one because she think the clothes I like to wear are for dumb bimbos.” Becky said grumble as she parks the car.

“What’s ‘bimbo’ about what you normally wear?” Jenny asked.

“Clothes I wear normally wear show a little more skin around my breasts area. As for bimbos they are really dumb girls that look really hot and sex craved.” Becky said as she got out of the car.

Jenny did the same. “So… What you’re saying is that a bimbo is an idiot who like sexual intercorse.” Jenny said, scratching her head. “Humanity is strange…”

“Yes and they like to hang out in shopping malls as well.” Becky said as she open the door to the school’s hall where the prom is taking place.

“Huh… Then what are you?” Jenny asked. “Is there a label for you?”

“Don’t know I am smart but I look hot. So I am going with a don’t judge a book by cover look.” Becky said.

“And me?” Jenny questioned.

“You are smart and look cute.” Becky said playing with Jenny’s hair a little.

“Thank you.” Jenny said, smiling softly. “Now let’s go in there and look like ‘dorks’ together.”

“Yeah let’s.” Becky said giving Jenny a hug before entering the prom.

(timeskip)

(1 year ago)

Jenny groaned as she limped towards the middle of the street, bleeding profusely. She sat down cross-legged, staring at a car wreck in a ditch. Her head pounded, and she could feel blood oozing from a gash. She was sure she’d lost some hair too.

It was midnight, her and her friends were drunk… She didn’t remember though. One of the girls crawled out of the crash and seemed to be calling someone. That’s when Jenny passed out.

“JENNY! Please wake up!” Becky said crying next to Jenny hospital bed.

“Becky calm down. The doctors said she going to be fine.” Mother said trying to calm Becky down but not too well.

“But why did this has to happen to her?! It’s not fair!” Becky said crying even more. Becky felt a hand on hers, squeezing. “Wha-?” Becky said as she was it was Jenny’s hand that was squeezing hers. “Je-Jenny?” She said.

Jenny’s eyes fluttered open, with confusion dancing across her pupils. “Whose… J-Jenny?”

“Th-that is your name sis. Don’t you remember?” Becky asked. She felt happy that her sister is awake but she also felt worried for Jenny’s mental hearth. “D-Do you remember me?” She asked.

“Should I? What’s a ‘sis’?” Jenny asked again.

“It’s short for sister. And yes it’s me Becky we know each other for years.” Becky said looking very worried.

“Okay… Where am I?”

“You are in a hospital Jenny. You were in a horrible car crash last night.” Becky said holding herself back from hugging Jenny unless she want to make the wounds worse.

“Uh… Okay…” Jenny said, nodding lazily. “Um… Wh-what now?”

“Right now you to rest so you can heal.” Becky said.

“O-okay…” Jenny said tiredly, before falling asleep.

“Hopefully with rest she’ll remember more.” Mother said as she escorted Becky out.

“I hope so.” Becky said feeling depressed as she and her mother left the room.

(time skip)

(6 months ago)

Jenny sat in her room, going over several pieces of paper. They explained simple things in everyday life, things about society, and the one she was most into… Relationships.

She’d gotten used to this. Doctors would send these over to try and ease her into her life, help her understand. A month prior she had finally figured out the significance of a sister and mother, so she believed her sister Becky was quite happy about that.

The first month since the accident, she just went under mental and physical health things. The next two months were about teaching her basic things she had forgotten. The next three months were about remembering who she was. In the fourth month, she was finally let out of the hospital and allowed home.

Now she was learning about where she was, how the world worked, what was right and what was wrong. In her spare time, she’d watch movies and TV shows. She found a liking in cartoons for some reason and was drawn to a show called Steven Universe.

When she wasn’t learning or watching movies, she was with Becky. She didn’t understand the feelings she had for her sister. They made her happy when Becky was happy, and sad when Becky seemed negative.

“Knock Knock.” Came a voice from Jenny’s close door.

“Come in.” Jenny replied, before realizing she was almost nude, except for her underwear. But Jenny took little notice.

“Hey sis. How are you feeling today?” Becky asked as she came in the room not bothered about Jenny being almost naked.

“Optimal.” Jenny also gained the habit of using odd words. Jenny turned towards the door. “And yourself?”

“I am doing good. And speaking of good I got some good news.” Becky said grinning at Jenny.

“Yes?” Jenny asked emotionlessly.

“I got four tickets to comic-con in six months time.” Becky said smiling as she show Jenny the tickets.

“Okay… And?” Jenny questioned.

“It mean we get to go dress as our favourite characters and have fun.” Becky said excited.

“Oh… Okay. I assume our friends are coming?” Jenny guessed. “Have you asked mother?”

“She said yes but she also said go as character that isn’t revealing.” Becky said waving off.”I’m planning on going as Rouge the Bat from Sonic the Hedgehog.” She added grinning.

“How’s that not revealing?” Jenny asked. “And who am I going as?”

“Well some people do say I look like a human version of Rouge with my snow white hair and my big breasts. As for who you go as well you could go as one of the characters from that cartoon show you like so much.” Becky suggested.

“Maybe Peridot…” Jenny suggested.

“Perfect. She is smart just like you.” Becky said happily. “Now I need to get your measurements so we can order our costumes online.” She added as she got out some tape.

Jenny stood up. “How convenient I’m almost naked, my clothes would get in the way.”

“It is. Isn’t it? Now hold still.” Becky said as she takes Jenny’s measurements and wrote them down in a note pad. “Now once I order our costumes it will take five months to arrive.” She added as she left the room.

“That’s okay.” Jenny said. “Is there anything else you need, sister?”

“No that will be all.” Becky said as she left.

Jenny sat back down, sighing. “Why does it hurt everytime I’m around sister…?”

(time skip)

(1 month ago)

“Jenny our costume are here.” Becky called out as she brings a box to her room.

Jenny was only wearing her underwear and bra as she walked in. “Do they look good?”

“They both look awesome.” Becky said as she laid both costumes on the bed. “Also I got word from our friends that they going as the other two Homeworld Gems.” She added.

“Understood… What now?” Jenny asked. “There anything you wanna do?”

“Well what do you want to do?” Becky asked.

“Uh… I wanna be with you mostly…” Jenny said simply.

“Want to order pizza and watch a movie on TV?” Becky suggested.

“Affirmative.” Jenny replied, before hugging Becky.

“Have I ever told you you're the best sister I could have?” Becky asked as she hug back.

“No, I don’t think so.” Jenny replied. “Why’s that?”

“Because you are the best sister I could ever have.” Becky said smiling.

“But why?” Jenny asked again.

“Because you are smart and cute. I don’t know what I will do if I lose you like I almost did a year ago.” Becky said smiling while a small tear appeared on her face.

“It won’t happen. I studied report, so I know what to look out for. No drinking ‘alcohol’.” Jenny said.

“I know it’s also the reason I never touch the stuff since.” Becky said with a giggle.

“Well, go order the pizza.” Jenny said. “Where are we watching?”

“Sure thing. Space Jams?” Becky said before she left.

“Uh… Sure.” Jenny shrugged. “What’s that?”

“A well known basketball player help the Looney Tunes win a basketball game.” Becky said as she left the room.

“I asked where we were going to watch it…” Jenny said, following her sister.

“In the livingroom.” Becky called out.

Jenny ran into her bedroom and put a pair of socks on. The living room had an odd texture to its floor she didn’t like. Once the pink socks were on, she jogged out. She also realized she was wearing black undergarments… ‘Strange thing to notice’, she noted. Jenny got to the livingroom and sat on the couch.

Becky then came in the room while wearing a red shirt that exposes her belly and the top part of her D-cup breasts. She was also wearing blue jean shorts and pink knee high socks as she put the DVD in the TV. “Pizza is on its way.” Becky said as she start the movie.

Jenny patted the spot next to her as she pulled a blanket from the side of the couch. “Here sister.”

“Thanks.” Becky said has she sat next to Jenny. Jenny placed the blanket over herself and her sister, and leaned onto Becky’s side contently while her arms wrapped around her sister's back and stomach in a hug. Becky hugged back as they watch the movie.

(end of flashback)

Chapter 3

There was a quiet snore as Rainbow started to wake up. She smelled something musky in front of her.

“Wh-What happen…? And whose pussy is right in front of my face..?” Rainbow asked herself as sat up to find that pussy belong to a sleeping Twilight. She should be yelping in surprise while blushing in embarrassment by now. But for reasons she wasn’t and she didn’t know why let alone remember how she got here in the first place. “Uh...Twilight?” She asked tapping on Twilight’s right leg.

Twilight moaned in her sleep and grabbed Rainbow’s ass. “D-das…”

“Ho-How did I get here?” Rainbow asked as she was taken by surprise by the ass grab. “And why are we both naked and why is my breasts bigger?” She asked confused as hell.

“Dash~...” Twilight mumbled in her sleep.

“Wake up Egghead Princess Celestia is here.” Rainbow said with a cheeky grin. Twilight woke with a jolt, sitting up and… Shoving her nose in Rainbow’s pussy.

“Eep.” Rainbow said before giggling at Twilight response to her joke.

“Wha!” Twilight yelped, pulling back. “D-Dash!”

“Now you are awake. Care to explain how I got here naked and with bigger breasts.” Rainbow said pointing to her huge breasts.

“Uh… Y-you were hit with the… Bimbo gun I think…” Twilight said, blushing. “You came here and… Uh… I wanted to help you so…”

“What? That bat girl got me with that gun?” Rainbow asked surprised. “I don’t know if I should be mad at her or be thankfully.” She said as she rub the back of her head.

“Th-thankful...?” Twilight croaked out, squeezing her legs together in hopes of hiding herself.

“The thankful part is for admitting something that I kept a secret from everypony. But I don’t know what I admitted to.” Rainbow said still confused.

“Y-you said you l-liked me…” Twilight stuttered.

“I course I do we are friends after all. Why do you asked?” Rainbow asked wondering why Twilight was stuttering.

“N-nevermind… Would you please get off of me so I can g-get dressed?” Twilight asked, looking away. Her heart sank for some reason.

“Ok but why are we both naked?” Rainbow asked as she stood up.

Twilight got up and grabbed a pair of underwear and started putting them on. “You were under that guns influence, so I decided to help… We had…” Twilight gulped. “We had sex…”

“Well that explains why your pussy smelled good.” Rainbow remarked as she stepped out the room. “Nice ass by the way.” She added as she left.

Twilight’s face went even hotter. She took the panties off after realizing she didn’t smell good. She went into the bathroom and got a shower ready.

“What is wrong with me…?” Twilight choked up. “She needed help… That’s all… She’s your friend Twilight…” When the shower was ready, Twilight got in. Her thoughts were consumed by Rainbow for the entire shower.

10 minutes after Twilight got out of the shower there was a knock at the door.

She quickly wrapped a towel around herself and went t the door before opening it. “Yes?”

Applejack was blushing. “Uh… Yeah, Rainbow’s flyin’ round town naked…”

“Shit… I’ll get my clothes on and talk to her.” Twilight said, closing the door and rushing to change. Once she was fully dressed, she ran out and teleported to Rainbow’s napping spot.

“Hey Twi. What’s up?” Rainbow asked as she yawned while not realising she is doing a sexy pose which made ponies that was walking by blush.

“Rainbow! What are you doing!?” Twilight fumed.

“Napping on a cloud.” Rainbow said not knowing why Twilight is fluming while doing another sexy pose. “Is there something wrong Hot Twi?” She asked not realise she said hot.

“H-hot...?” Twilight’s face went red.

“Uh..Why is your face red Hot Stuff?” Rainbow asked confused and have notice she called Twilight Hot Stuff.

“You keep calling me hot stuff!” Twilight flared.

“I did?” Rainbow asked confused as she does another sexy pose.

“Y-yes!” Twilight snarled. “Stop that! You’re showing off to everypony!”

“Doing what?” Rainbow asked confused while a really sexy pose that on lookers to have a tent or wet patch in their pants from the sight alone. “I really don’t know what you are taking about Sexy Twi.” She added.

“Sexy- That’s it, you’re coming with me!” Twilight shouted, grabbed Rainbow’s arm, and teleported to her house.

“What the hay is going on?!” Rainbow asked confused as hell while looking at Twilight and winked without her notice.

“You’re still being affected by the bimbo gun.” Twilight said, forcing Dash onto a chair, then doing a scan on Dash.

“Are you not going to tie me with kinky rope?” Rainbow asked while complete missed Twilight saying she was still affected. All the while her ass and breasts was getting bigger again and hair was getting longer and lighter.

“Crap…” Twilight started sifting through items in her lab, her back turned to Rainbow.

“Hehe. Hey Sexy Twi. Your ass is like so hot.” Rainbow said as she moaned at the sight of Twilight just as she became a complete bimbo again. “It looks totally hotter without like any clothes.” She added licking her lips.

Twilight groaned. “I’m going to have to have sex with you again… Aren’t I?”

“Why like yes. You were totally good at it when we like made love last night.” Rainbow said remembering last night. “I totally love it when you like call me Dashie while you moaned.” She added.

“Fine…” Twilight said. “How much do you need?”

“Like need of what?” Rainbow asked as she hug Twilight. “What please call me Dashie.” She added as she played with Twilight’s breasts.

“I mean how much sex do you need until you’re satisfied?” Twilight asked, sliding her hand to Rainbow’s pussy. “Dashie?”

“Like enough to make me cum a couple times.” Dashie said as she moaned.

“Fine.” Twilight said, fingering Rainbow hard, while biting Rainbow’s neck.

“Ooooh yes Twi.” Dashie moaned in pleasure while she still playing with Twilight’s breasts. “Like hey. I got a totally idea.” She said through pleasure.

“What?” Twilight asked, using her free hand to take off her shirt.

“We could, like, find that batgirl and have her totally use her gun on you and the girls to have a like big orgy or something.” Dashie said moaned as she kissed Twilight’s neck.

“No.” Twilight said. “None of the others would, and I don’t like the feeling of being a bimbo.” She started to search Dashie’s pussy for her G-spot.

“Oooooh Yes! But like why not? It would be like totally awesome and we could that mare batgirl and the others was hanging out with.” Dashie moaned louder.

“You remember last night, right?” Twilight asked, pounding Dashie’s G-spot. “The state I was is. That sadness… I don’t wanna go through that again. And I don’t think the girls will like it. AJ’s too morally high, Rarity’s too lady-like, Fluttershy is… Well, shy. And I’m not even sure Pinkie knows what sex is. Besides, I’m only doing this because you’re not yourself when you’re like this.”

“Awww That’s like too bad. That beacon haired mare would have had fun with us and stuff. The last thing I like remember was having sex with you last night before I woke up herrreeee!” Dashie said that last word as she cumed on Twilight’s hand.

“You wouldn’t have fun with her…” Twilight said almost inaudibly as she used her magic to create a dildo and inserted it in without a second thought.

“Like why would I? Like do you know her? I think batgirl said her name Sunset Shimmer or something.” Dashie said as she moaned louder as she touch Twilight’s left wing.

Twilight’s eyes widened and she stiffened at the name. “S-Sunset Shimmer you say…?” She magic pumping the dildo in and out at a slow pace.

“Like yeah. Batgirl totally said Sunset was her new friend. Isn’t that like sweet?” Dashie said moaning from pleasure.

“Sunset was Celestia’s first pupil…” Twilight said hollowly.

“Like really?” Dashie asked surprised.

“Yeah… But after I became Celestia’s student, she got jealous and vanished.” Twilight said, slowing down.

“Like why was she totally being jealous of you. I mean like wasn’t Celestia being just as kind to her as she totally did for you or something?” Dashie asked looking concerned at Twilight.

“I… I don’t think so… Once and awhile I’d hear the servants say just how better off I was compared to Sunset… Maybe Celestia knew I was going to become the Element of Magic and… Treated me better…” Twilight started to pick up her thrusting dildo.

“Ooooh Yes! Like Celestia sounded like she was being a meanie and totally not treating Sunset as equally as you Twi.” Dashie said as she stoked Twilight’s wing.

Twilight groaned in pleasure as she increased her pace. “Doesn’t matter right now.”

“Like with all pleasure you and I are totally getting no. Like but after I am back to my Rainbow prideful self we could like go find her and fix stuff. We totally don’t want a Nightmare Sunset now do we?” Dashie asked moaning louder as they hear a door open.

“Twilight I am home.” Came the voice of Spike from the other room.

Twilight stopped and bound Rainbow, as well as gagging her. “I’ll be there in a bit! Don’t come into the lab!” Twilight threw her shirt on, cleaned her hand before teleporting to the doorway leading to the library. Twilight’s magic continued to pump the dildo into Rainbow as Twilight closed the door and soundproofed the room.

“Sorry Spike, I’m fixing something in the basement. It’s important and I don’t want you getting hurt over it.” Twilight said.

“Uh..sure Twilight. Hey do you know why everypony in town was blushing for?” Spike asked confused from that and wondering why Twilight is acting funny. “Also one of the girls is acting weird today.” He added.

“Yeah? Which one?” Twilight asked, washing her hands to get the smell of cum off of them.

“Fluttershy. I have noticed she’s walking around wearing really revealing pink clothes and bigger breasts. Plus she has been talking to batgirl and her friends near her cottage.” Spike said still confused.

“Oh crap! The same thing happened to Rainbow and me!” Twilight started to panic, and her magic intensified. “Have you gotten the note from the Princess?”

“Yes right here.” Spike said giving Twilight the note.

Twilight opened it and started reading. After finishing it, she snarled. “Celestia can’t come! She’s on official business and won’t be back for a week! Spike, I’ll take care of this, but you need to stay out of the library. You have the day off.” She summoned a bag of bits. “Here’s three hundred bits, spend it how you will.”

“You got it Twilight. Oh By the way I saw that group with heading Sweet Apple Acres with Fluttershy.” Spike said as he race off to Sugarcube Corner.

“Hopefully that’ll keep him busy and away from Fluttershy’s.” Twilight said, closing the door and letting go of her soundproof spell. Which follows a loud moan of pleasure. Twilight teleported into the basement.

“You almost snapped out of it?” Twilight asked, still pumping.

“Like nope. Hehehe.” Dashie giggled and moaned.

Twilight fumed. “I think that bat thing is trying to turn the girls into bimbos. I don’t think I can stop them if you’re going to make a fuss.” Twilight stopped her magic and got on her hands and knees. “Will you please help me?”

“Like of course I will. I like never leave my friends hanging specially you.” Dashies said with a wink.

“Okay, but you can’t wear what you did.” Twilight said, blushing. “I don’t want anyone besides myself seeing you.” She summoned baggy shirt and pants.

“I am like totally naked right now remember?” Dashies giggled.

“Wear this.” Twilight demanded.

“Okie dokie Lokie.” Dashies said as she did as she was told. Once she was ready, Twilight cleared her throat.

“We’ll finish after we’re done.” Twilight said. “Let’s fly over there.”

“Like where to?” Dashies asked as she took to the air which made her breasts bounce.

“Sweet Apple Acres.” Twilight said, teleporting the two of them outside. “Follow me!”

(Meanwhile at Sweet Apple Acres)

“Are you sure your friend is here right now?” Amy asked a bimbo Fluttershy who walking sexily with them.

“Like totally I am. She is like bucking apples from trees with those hot legs of hers.” Fluttershy said blowing a kiss to Amy who blushed at the giant breasted mare.

“Are you sure this is a best plan Rouge?” Bunnie asked Rouge not sure of the plan.

“Of course I am sure. Turn the Mane six into bimbos so we can take the Elements of Harmony from right under their noses.” Rouge said reassuring Bunnie of the plan as they get closer to the barn.

“Uh… Sister, don’t you think this is a bit… Excessive?” Peridot asked. “Twilight and Rainbow were one thing, now we’re going out of our way to change their friends?”

“If one or two of a group that attacked us then the whole group will get the same punishment.” Rouge said with a calm smile. “Beside we don’t need them to use those lovely jewelry on us now do we? And it help Sunset as well.” She added.

“Sister, how do the Elements of Harmony work?” Peridot asked.

“The Elements only work if six people or ponies have the same traits.” Rouge said as she spots Applejack bucking tree near the barn.

“Pika.” Pikachu said as he climb a tree and started eating an apple.

“Kay Applebloom! Get that bucket out!” Applejack yelled as her sister brought another bucket to another tree.

“Here comes Applebloom hide.” Amy said as she pull Fluttershy to hide behind the trees like the others as Applebloom walk by.

“Like are we playing hide and seek?” Fluttershy asked as Amy tell her to keep her down.

“Here ya go sis!” Applebloom said, setting it down. Applejack ruffled her hair.

“Thanks, sorry ‘bout draggin’ ya into this.” Applejack apologized. “But I’m tired and Mac’s hurt, so...”

“No problem! We haven’t hung out in a while!” Applebloom said, grinning.

Peridot looked away. “Can we skip Applejack?”

“Afraid not, she is the strongest mare out the of the Mane Six. So we are dealing with her now, then Pinkie Pie. After that, Rarity. Be easy pickings follow by Twilight.” Rouge said sadly. “I could turn Applebloom into a bimbo so she is not left out.” She suggested as Pikachu throws the apple core from the top of the tree to Applejack’s head.

“What in tarnation…?” Applejack said, before seeing them. “Applebloom! Get outta here!”

Applejack shoved her little sister behind a tree to take cover. Unfortunately for Applebloom it was the same tree Rouge was hiding behind.

“Why hello there.” Rouge said as she put a chaos emerald on the Bimbo gun like last time and shot Applebloom point blank.

Applejack then punched Rouge in the face, strong enough to knock her back. “Damn you!”

“Keep your hands off my sister you filthy pony clod!” Peridot yelled as her fingers changed into a laser and shot Applejack, sending her flying.

“Thanks sis.” Rouge said smiling as she got back up and seeing a Bimbo Applebloom was playing with herself. “Now then Flutters would you be a dear and hold Applejack for me?” She asked Fluttershy.

“Like sure.” Flutters said as she run and grab Applejack from behind in a hug which put the back of AJ’s head in between Fluttershy's giant breasts.

“Not today!” Twilight yelled, using her magic to pull the bimbo gun away. “Wait, that sounded wrong… You aren’t going to hurt anypony else!”

“Except for you sugar!” Bunnie said as she punch Twilight from behind and grab the bimbo gun.

“Hehe sucker punch.” Dashies giggle as she help Twilight up.

“Are you calling me a sucker?” Twilight asked.

“Well you like didn’t see it coming.” Dashies said giggling.

“Hi Dashies!” Flutters called out while still holding Applejack.

“Hi Flutters! You are like a bimbo now?” Dashies asked Flutters as she wave a hand.

“Like totally.” Flutter said smiling as she press Applejack’s into her breasts more.

“Rainbow is still a bimbo?” Amy asked as Bunnie gave Rouge the bimbo gun.

“Can I like be in your breasts too?” Applebloom asked Flutters her eyes are glazed over with lust.

Applejack elbowed Fluttershy in the gut and shoved her off. She then back kicked Bunnie, while Twilight used her magic to pull Peridot’s fingers off.

“Stop! Hammer time.” Amy said as she hit Twilight’s head with her hammer.

“Like didn’t you like the hug Hotjacks?” Flutters asked as she got back up.

“You…..dare…..harm….. my…..sister AGAIN!” Rouge yelled in rage as she aim her bimbo at Twilight.

Twilight summoned a shield as she used her magic to force the gun in a different direction. It accidentally fired, hitting Peridot.

“... Give me my things!” Peridot shouted, uneffected by the gun.

“PERIDOT! Are you okay?!” Rouge asked out of worry as she hugs her sister.

“Yeah, why?” Peridot asked. “I’m only missing my fing- Hey!” Applebloom was using one of her fingers to…

“Oh my gosh.” Bunnie said blushing.

“That’s mine!” Peridot shouted, snarling.

“What’s like yours?” Applebloom asked confused while sticking another one of Peridot’s finger in her pussy.

“Flutters. Would you like to get my sister’s fingers back from Applebloom?” Rouge asked as she notice Flutters was playing with Twilight’s breasts.

Twilight had just realized it and recoiled. “Fluttershy!”

“This is strange…” Peridot said, backing up a bit. “Can we leave?”

“Like it’s Flutters now Hot Twi.” Flutter said to Twilight before turning to Rouge. “Aren’t we going to totally Applejack into a bimbo like me, Dashies and Bloomy?” Flutters asked as she do a sexy pose.

“That’s what we are here for before we go.” Rouge said as she aim her bimbo gun at Applejack and fired.

“Like look out!” Dashies shouted as she fly to save Applejack. But she got hit along with Applejack.

“Huh? You got two in one shot.” Amy said surprise at the turn of events.

“Yeah. You would have though she learn not to get hit.” Bunnie said blinking like a owl.

“Uh… What happens when a bimbo gets hit with a bimbo gun…?” Peridot asked, finally getting her fingers back.

“Oooooooohhhhh Yyyyyeeeeessss!!!!!” Dashie yelled in pleasure as her breasts and ass expanded even more than before just her hair is becoming more longer and lighter than before. All the while Applejack was turning into a bimbo.

“Shit…” Peridot whimpered, backing up.

“I think she will become even more of a bimbo.” Rouge said as Dashie’s clothes was starting to tear in places.

Applejack herself turned into a bimbo.

Twilight growled as she used her magic to teleport the bimbo mane six to the library as Applebloom tried to snatch Peridot’s fingers.

“Well that’s done. Time to get Pinkie and Rarity before we get the elements.” Rouge said as she, the rest of her friends and a horny Applebloom leave the farm.

“Why not just get the Elements?” Peridot asked. “It’s cruel to just… You know, change the ponies. We’ve got more than half busy.”

“And don’t you think what Sunbutt and Moonbutt did to you along with Jasper and Lapis 1000 years ago wasn’t cruel?” Rouge asked.

“These aren’t Sunbutt and Moonbutt, they’re all distracted anyways. If we hurry, the Elements would be ours.” Peridot said, crossing her limb enhancers.

“But those two used to bear the elements. But you are right we do need to hurry. So how about you and Bunnie get the elements while Me, Amy, Pikachu and Bloomy go turn Rarity and Pinkie into bimbos sound good?” Rouge asked Peridot.

“I think Rouge want to make there are no loose ends when getting the elements.” Amy said to Peridot.

“But if we continue, someone’s going to notice. If we go now, I doubt these Rarity and Pinkie would just go to where the Elements are.” Peridot said. “Why not have Bunnie and Amy watch them while Rouge and I get those crummy Elements.”

“Fine. But if those ponies are there when we get the elements they are going bimbo.” Rouge said disappointed. “It’s a good thing we know where the elements are right now.” She added grinning.

“At Twilight’s place right?” Bunnie asked as she to walk to sugarcube corner.

“Yes. I wonder what she is doing right now.” Rouge replied with a evil smile.

Twilight groaned as her magic tied her friends up. “This is going to be impossible…”

“Hehe. Like why is that Hot Twi?” Dashie asked as she, Flutters and Jackie were moaning from the ropes pressing down on their huge breasts.

“Yeah. This is like totally hot.” Futters said moaning in pleasure.

“Stop that, I’m not hot.” Twilight said as she started reading a book. “You girls are becoming a problem…”

“Aww. Don’t like that. You are totally like hot. Isn’t that right AJ?” Flutters asked Applejack.

“Like, totally.” Applejack said. Her outfit was a tight bikini. “Call me Jackie too…”

“Whatever…” Twilight grumbled, sitting in a chair near them. “You girls just want action. But you’ll revert soon, and I can finally get some rest and clear my mind.”

“But for like long?” Flutters asked as she try to move her hands to her pussy but can’t.

“Yeah. We like need to be finger by the hottest mare in town totally right now.” Dashies said.

“Then go find her.” Twilight said, barely listening.

“But we like totally found her already.” Flutters said with bedroom eyes.

“Wait, what?” Twilight asked, putting her book down.

“Yeah you are the like hottest mare in town. Isn’t that right girls?” Flutters ask the two other bimbos.

“Yeah like so totally hot.” Dashies said as she gave another moan.

“So true…” Jackie added.

“So not, you’re just trying to get free.” Twilight’s magic started to fade.

“Oh no we aren’t. We like find it kinky being tied up.” Dashie said with bedroom eyes while her eyes was glazed over with lust.

“Yeah. I like didn’t know you were totally into bondage.” Flutters said her eyes also glazed over.

“I’m not!” Twilight fumed, her magic fizzling out.

“Like why are you getting mad?” Dashie asked.

“You’re my friends! You…” Twilight started tearing up. “I’m not beautiful… I’m nothing special…”

“Like now that’s not true. You are totally beautiful and you are like very special. That why I like totally fell in love with you since the day we totally met.” Jackie said with her eyes maybe glazed over with lust but are telling the 100% truth.

“Like the same reason for me but I was totally too shy to confess it to you.” Flutters said with the same truth along with Dashie.

“Like are you feeling wet right now?” Dashie asked noticing a dark patch on Twilight’s pants.

Twilight tried to hide it, her legs and arms wobbling.

“Yeah like is it me or is Twilight’s breasts totally getting bigger?” Jackie asked as she grabbed Twilight’s breasts.

“Wh-wh-? No!” Twilight whimpered, falling onto her knees.

“Yeah and her ass is like getting bigger too along with her hair is totally getting longer and lighter.” Flutters said grabbing Twilight’s ass.

“What!? N-no, it c-c-can’t be!” Twilight felt like panicking. “I w-wasn’t hit b-by the…”

“Like maybe because that bimbo gun wasn’t totally charged by that like growing gem you took longer to totally change again.” Dashie said as she kissed Twilight’s wings.

Twilight moaned, her mind going numb and drool dripping down her mouth.

“Oooh Like you are totally enjoying this.” Jackie said as she play with Twilight’s expanding breasts.

Twilight shook her head and cleared her thoughts. “No… No, this is wrong.”

“Like why is it wrong Hot Twi?” Flutters said as she played with Twilight’s expanding ass.

“No! Leave me alone!” Twilight shouted. Dashie, Flutters and Jackie back off.

“Like what’s wrong Twi?” Jackie asked as she noticed Twilight’s clothes are starting to rip.

“I… N-no…” Twilight started tearing up. “I never wanted this…”
“Like none of us do at first. But it totally glowed on us.” Dashie said giving Twilight a comfort hug.

“Like everything is going totally okay.” Jackie said joining in on the hug follow by Flutters.

Twilight leaned into the hug. “I don’t know what I want anymore…”

“Ssshh. Like think about it too much. Just totally feel it.” Flutters said as she kiss Twilight on the horn.

“Like let your heart totally tell you.” Jackie said as she rub Twilight’s back.

Twilight’s panties were soaked. “Go on…”

“Like okay.” All three bimbos said as Dashie starts to finger Twilight while Flutters gave Twilight’s horn a blowjob and Jackie play with Twilight’s breasts which had ripped out of her shirt due to expanding. Twilight moaned and gasped in pleasure. Her hands grasped around Jackie as her hips thrusted and shuddered.

“Like how do you feel Twily?” Jackie asked Twilight as she moaned in pleasure as well as she still playing with Twilight’s expanding breast’s faster.

“A-amazing~!” Twilight gasped.

“Like told you that you would totally love it.” Dashie said as she finger Twilight’s pussy faster.

“Like see how easy it is when you totally don’t think about it?” Flutters said as she suck Twilight’s horn faster.

“Nyah!” Twilight moaned. “Ooohhh~”

“Hehe. Like are you getting close or something Twily?” Jackie asked as she notice Twilight’s ass and breasts stop getting bigger and her hair stop getting longer and lighter.

“Y-yeah…” Twilight moaned.

“Like well girls. Let’s like totally speed things up.” Dashie said as she, Flutters and Jackie work double time on Twilight to give as much pleasure as they can.

Twilight panted, out of breath. She then started almost screaming as her pussy clenched around Dashie’s fingers and her horn started spewing out a red substance.

“Like what is that stuff?” Flutters said as she tasted the red substance.

“M-magic build up… It acts like a filler… Like semen, but without the whole… Pregnant part… It also can taste nice…” Twilight panted.

“It like taste like cherry.” Flutters said as she suck up more of the stuff.

“Like her cum taste totally good.” Dashie said as she lick her cum covered fingers.

“Like how are you feeling now Twily?” Jackie asked as she kissed Twilight’s left breasts.

“I’m on cloud ten…” Twilight said dumbly.

“Like how do you feel for another round?” Flutters asked while she not notices Rouge and the Peridot walking past them as the other bimbos didn’t notices.

“Sure…” Twilight said sultry. “What do you have in mind?”

“Hmm. Like I could suck on your breasts while you lick Jackie’s pussy and Dashie totally lick your wings.” Flutters suggested.

“I’ll lick Jackie, but is there any way to pleasure you two?” Twilight asked.

“Like you could totally play with our breasts.” Dashie said.

“Why not, like, use my horn and pussy to pleasure yourselves?” Twilight suggested.

“Like okay Twily.” Dashies said as she start to lick Twilight’s pussy while Jackie start to suck Twilight’s horn.

“This is so like fun.” Flutters said as she lick and suck Twilight’s breasts.

Twilight stuck her finger into Jackie.

“Ooooh yes! Like a little faster Twily.” Jackie said as she gasped and moaned at the pleasure.

“You are like totally good at this Twily.” Futters purred as she sucks.

“Get up here~” Twilight purred to Fluttershy as she used her foot to play with Dashie’s clint.

“Like okay Twily.” Flutters said as she did as she was told while Dashie moaned at the foot play on her clint.

“Oooooh! Like nice foot work Twily.” Dashie said moaning while she licked Twilight’s wings.

“So like what now Twily?” Flutters purred her question while looking at Twilight’s eyes which had just glazed over.

Twilight sped up in all of her activities. She used her free hand to pull Flutters’ waist towards her and started licking violently.

“That’s hot…” Peridot whispered as she blushed, holding the Elements of Loyalty, Honesty and Kindness. “What in the universe are they doing…?”

“Making love and just imagine all six of them doing it.” Rouge whispered back while holding Laughter, generosity and wearing magic on her head.

“Making love? Is that like… Showing love to someone?” Peridot asked.

“Yes. It shows just how much you love them on a deeper level.” Rouge said.

“Then can we do that?” Peridot asked innocently.

“Wh-What?” Rouge asked Peridot blushing. “W-well I-I think there no harm in doing it once we get back to Sunset’s place.” She added as they walk to the door to open it.

Rarity was there, rearing up for a knock, but froze at seeing the duo. Peridot shoved all her fingers into Rarity’s mouth and nose in panic.

“Not a word. You don’t want to ruin their lovemaking now do you?” Rouge asked as she moves to let Rarity see the four bimbos making out. “Get inside.” She added making Rarity go inside.

Peridot pulled her fingers out and shook them. “Yuck!”

“Care to join them?” Rouge asked Rarity as she aim her bimbo gun at her.

“P-please don’t…” Rarity shakily said. “I-I won’t tell them… I p-promise…”

“I know you won’t. Have fun.” Rouge said as she fired the bimbo gun at Rarity.

Peridot closed the door. “You didn’t need to do that, sister.” Peridot auto-cleaned her fingers.

“I know but I did say I will do it if we see her or Pinkie here when we get the Elements.” Rouge said as she look in the window to see Rarity’s transformation.

“Good heavens no!” Rarity screamed.

“Sister… Sometimes, you scare me…” Peridot said plainly.

“Sorry about that sis. It just that I am thinking more like the character I got displaced as.” Rouge said sadly. “Come on. Let’s get the others and head back to Sunset’s place.” She added as they both head to sugarcube corner first.

“Why do we have to bimbo them all?” Peridot asked.

“Only if Pinkie spots us when we get Bunnie who is spying on her.” Rouge said as a gingerbread looking house come into view. “And maybe get some cupcakes while we are there.” She added licking her lips.

“How about I take the Elements to the forest and meet you there? If ponies see us they’ll inform the Princess.” Peridot suggested. “Then we can try this ‘making love’ thing.”

“Su-sure. Here you go.” Rouge said blushing as she give Peridot the three Elements she had. “Just be careful of any monsters like timberwolves while in the forest.” She added.

“Those clods can’t hurt me. Nye-hehehe~” Peridot snickered strangely. “I’ll be fiiiiine.”

“Look like you are also thinking like your character a little bit.” Rouge giggled. “See you back at the Sunset’s place sis.” She added as she walked to Sugarcube Corner.

“Later!” Peridot shouted as she used her fingers to fly away. But little did she know she being watch by someone with at pearl on her forehead.

Meanwhile with Bunnie.

Bunnie was sitting at a table that was outside of Sugarcube Corner looking in the window as she spy on Pinkie Pie.

“I wonder when those two will get here.” Bunnie said to herself as she watch Pinkie while Rouge walk up to her.

“What’s up?” Rouge asked as it make Bunnie jumped as she turn around.

“Don’t do that! I could have had a heartattack.” Bunnie said calming herself down while Rouge giggled.

“Sorry. Anyway sis is taking the Elements to Sunset’s place right.” Rouge said which Bunnie smile at this.

“Great. Let’s get Amy and head back ourselves.” Bunnie said smiling.

“We will. After I get us some cupcakes to go.” Rouge said as she went inside. 5 minutes later there was a sound of a gasps followed by a gun being fired as Rouge step outside with a box.

“Uh...Rouge. Did you pay for those by turning Pinkie into a bimbo?” Bunnie asked.

“I feel funny. Not ha ha funny but weird funny.” They hear Pinkie say from inside followed by her moaning.

“Does that answer your question?” Rouge asked snickering. “Come on let’s get Amy and go.” She added as they both head to Rarity’s place. But little they know they are being spied on by someone who has two tails.

Meanwhile at Sunset’s place.

Sunset threw a book to the floor in anger. “Where is it!?” She started pulling books off of shelves, before freezing. “Wait… Oh buck me, it’s in the dark magic spell books!”

With that, she used her magic to summon a dark magic book about crystals. She flipped through the pages madly, before finding a gem fixing spell. She set the book on the nearest bed and went to hers, before beginning to cast it.

As she was casting, Peridot walked in and set the Elements on her sister’s bed. She then went to hers to rest until Rouge got back, but saw a book in her bed. She picked it up and read the title. Dark Crystal Magic for Beginners.

Peridot hid it under her pillow and watched as Sunset fixed her friends. She had to wait until Rouge was home.

Twenty minutes later. “We are back.” Rouge said as she and the others enter the room with a box of cupcakes and a bag of gems.

Sunset yelped and stopped her spell. “Hello girls, I was just fixing your friends- Where’d you get that bag?”

“How is she doing? Also I pick this up at Rarity’s place when we got Amy.” Rouge said smiling.

“She also turn Pinkie Pie and Sweetie Belle into bimbos.” Amy said blushing.

“Who’s Sweetie Belle?” Peridot asked, patting her bed, trying to get Rouge on it.

“Rarity’s little sister.” Bunnie said as Rouge sat next to Peridot.

“Was that necessary?” Peridot said, showing Rouge the book secretly.

“Well I got a love for gems since I was displaced.” Rouge said as she hug her sister. Peridot giggled.

“Well… Anyway…” Sunset said. “I gotta head out. I’ll be back in an hour.” Sunset then teleported.

“Rouge, Sunset’s using Dark Magic!” Peridot said, showing the mobians the book.

“Pika?” Pikachu said confused.

“So? If it means for Sunset to fix our friends and you then so be it.” Rouge said as she kissed her sister. “Beside magic by any kind is just a tool. So dark magic isn’t really evil it just the ones who use it that are evil.” She added.

“Okay…” Peridot said, setting the book down.

“So don’t worry about it sugar. Sunset is going to fix our friends in no time.” Bunnie said with a wink.

“Okay. So, are we going to make love?” Peridot asked Rouge.

“Uh...Su-sure. We could start with kissing of the lips and see where this goes.” Rouge said blushing as she move into kiss her sister. While Bunnie and Amy decide to go to another room. Peridot meets the kiss.

Just then there was a scream coming outside of the watchtower.

“What was that?!” They Amy called out.

“Inconclusive.” Peridot looked out the window. “It seems to be… A Unicorn.”

“And she in a tree like cat trying to get away from those timberwolves.” Rouge said as she look closer from the window. “Is that Trixie?” She asked looking at the scarred unicorn magician.

“I think so. What she doing around here?” Amy asked.

“Don’t know. But have a chair and some rope ready when I bring her in.” Rouge said as she took to the air.

“I’ll get her...” Peridot said, using her finger cannon to shoot near the Timberwolves. “Yayayayaya!”

“Nice shooting sis.” Rouge said as she fly down and grab Trixie.

“Hey! Put the Great and Powerful Trixie down!” Trixie yelled at Rouge but she didn’t listen as they fly back in the tower.

“We are all set.” Amy said as Rouge set Trixie down on the chair as Bunnie quickly tied Trixie up.

“What is the meaning of this?! Untrie Trixie now!” Trixie demanded at them while kept laying her eyes on Peridot a couple of times.

“No can do. You know where our hiding spot is. So we are keeping you here.” Amy said with a bored look to her face.

“We will wait until Sunset come back so we can decide what to do with her.” Rouge said as she notice Trixie was looking at her sister more than the rest of the group.

“What?! You can’t keep Trixie here. Trixie has rights!” Trixie yelled in a rage.

“Equestrian rights, but this is the Everfree Forest.” Peridot said. “What are you even doing in here?”

“I-I have heard somepony had embarrassed Twilight Sparkle. So Trixie had decide to go and find them and challenged to a duel to prove Trixie is better.” Trixie said blushing when she answering Peridot’s question.

“You don’t wanna do that… Trust me…” Peridot said.

“Wh-why is that?” Trixie repile blushing.

“My sister here turns mares into bimbos.” Peridot warned. “She’s already turned all of Twilight’s friends into them.”

“Wh-What?!” Trixie asked surprise while her face was bright red.

“You heard her. And I will do it to you if you don’t be a good little mare.” Rouge said aiming her bimbo gun at Trixie which she gulped at this.

“She will too.” Peridot nodded.

“Tr-Trixie will be good.” Trixie said out of fear from the gun.

“Good girl. Now let’s wait for Sunset to come back.” Amy said as everyone leave Trixie in the room while Trixie was staring at Peridot’s ass.

1 hour later

Sunset teleported in.

“What the buck!?” Sunset yelped at seeing Trixie.

“She was being chased those wood doggys near here. So we brought her and tried her up.” Bunnie said to Sunset.

“We couldn’t let her go. She knows where this place is.” Amy said.

“You look familiar…” Sunset said, narrowing her eyes at Trixie.

“As do you Sunset.” Trixie said glaring at Sunset.

“I take it you know her Sunset?” Rouge asked.

“I don’t remember her exactly. How do we know each other?” Sunset asked.

“From the entrance exam for Celestia’s school for gifted unicorns.” Trixie said still glaring.

“Did I do something to you?” Sunset asked.

“You scored higher than Trixie to get in the school.” Trixie said. “Trixie had to go to a far less powerful school to learn magic.” Trixie said with venom in her voice.

“Oh, you’re that wannabe Trixie Lulumoon. Look, it’s not my fault you didn’t get into the school, you need to reach over fifty to actually get in.” Sunset said.

“WANNABE!? I am the Great and Powerful Trixie and it was so your fault just like it was Twilight Sparkle’s fault for ruining Trixie twice!” Trixie yelled.

“If you were so great then why did you get a weaker report then I?” Sunset asked. “I’ll tell you what, I’ll teach you better spells if you help us.”

“Trixie will never be taught by one who wronged Trixie!” Trixie yelled in rage.

“Do you want to use the bimbo gun on her or should I?” Rouge asked Sunset.

“No… No, it’s okay Rouge.” Sunset said. “If you don’t want to learn stronger spells and become Twilight Sparkle’s equal, then fine. You can still help my friends. Willingly, or… Not so willingly...”

“You know a mind control spell or something?” Bunnie asked which made Trixie look worried.

“I think she means the gun right?” Amy asked Sunset.

“Yes.” Sunset said, smirking. “So, what’ll it be?”

“Uh...Fine. Trixie wika do what you say.” Trixie said looking down defeated.

“Don’t you think she need to under some kind of spell do make sure she doesn’t betray us?” Bunnie asked Sunset.

“I have the perfect idea.” Sunset said, using her magic to shoot Trixie. “Who wants to take care of the Great and Powerful Trixie?”

“I vote Peridot will take care of her.” Rouge said as Trixie as her hopefully.

“Anyone else?” Sunset asked.

“I vote Peridot as well.” Amy said follow by Bunnie.

“Pikachu Pika.” Pikachu said in agreement.

“Then it’s settled.” Sunset then shot Peridot, who yelped. “Trixie, whatever happens to Peridot happens to you. Meaning if she dies, you die. If she’s hurt, so are you.”

“Trixie understands- Ow!” Trixie yelped as she rub her head the same spot Peridot’s gem is.

“Oh, sorry.” Sunset said, placing her palm on Peridot’s gem and healed it up quickly. “You should also listen to anything she says.”

“Of course.” Said Trixie as she was smiling at this.

“So, what should Peridot make her do?” Sunset asked.

“Have her clean the place.” Amy suggested.

“Or maybe have her get us food from shops.” Bunnie suggested.

“Uh… Pick up the books, Trixie.” Peridot ordered.

“You got it.” Trixie said all to happy to follow Peridot’s orders as she went and did it.

“Hmm. I think Trixie likes you sis.” Rouge said with a knowing grin.

“Doubtful, she is being held here against her will.” Peridot said.

“True but she has been looking at you and she has been blushing when you ask her.” Rouge said grinning. “Plus she staking her ass in a sexy way at you.” She added as she points to Trixie who was picking up a book while moving her ass.

“Why would that indicate she loves me?” Peridot asked.

“She is giving you signs that she wants to have sex with you.” Rouge said rolling her eyes at her sister cluelessness.

“Anyway. Now that we have got the Elements of Harmony and the Mane six are now sex crazed bimbos. What our next step.” Amy asked the group.

“I have an idea. What’s your endgame, first?” Sunset asked.

“Well my endgame is that Sunbutt and Moonbutt pays for what they did to Peridot and our two friends. Maybe have my bimbo gun supercharged with all seven chaos emeralds and shoot them with it.” Rouge said caressing her gun like she would with a cat.

“Okay. Then we’ll need help, and possibly a new ruler.” Sunset said. “My idea is that we gather Celestia’s enemies and use them for our gain.”

“Well I wouldn’t mind if you became the new ruler Sunset.” Bunnie said. “As for Celestia’s enemies why not the changelings?” She suggest.

“As for Tirek. We kill him on sight before he starts stealing magic.” Amy said.

“I have some contacts in Canterlot, Cloudsdale and Manehatten. I might be able to get some ponies who see Celestia as a tyrant.” Sunset said. “We might also be able to get the Griffins on our side. Shouldn’t be hard, since we can easily give them half of Celestia’s bit vault afterwards.”

“Wow… This seems plausible…” Peridot said in awe.

“Yeah. But what do we do with the Elements?” Amy asked.

“Well we need to take them to the tree of harmony first. After that I got no clue.” Rouge said.

“Tree of what?” Sunset asked, tilting her head.

“Harmony. It’s the birthplace of the elements of harmony.” Rouge said. “I guess Celestia didn’t have that writing down in history books.” She added.

“Plus the tree is right now dying.” Amy said. “Which means the plunder vines will be on the loose soon.” She added.

“Okay, whatever. Let’s…” Sunset trailed off. “Can these vines assist us?”

“They could get the Mane six horny again while holding Sunbutt and Moonbutt captive.” Bunnie said.

“They can capture Celestia and Luna?” Sunset asked, smirking.

“Yeah. At the upcoming Summer Sun party thing.” Rouge said smirking as well.

“And that where we stilke. Right?” Amy asked.

“They’ll be too busy dealing with the vines. The Princesses will be missing… It’s the perfect time to attack. But we’re not ready yet. The next summer sun party is in a month and a half, I’ll need to hurry and gather allies.” Sunset said, smirking.

“Cool. So who are you going to get first?” Bunnie asked smirking at the plan.

“I’ll send a letter to my contacts to get ready. We just need to see the Changelings and Griffons.” Sunset said. “And since I don’t know where the bugs are, Griffon Kingdom it is.”

“With any luck the Changelings have a spy in Ponyville and they might seek us out to join them.” Rouge said. “So how do we get to the Griffon Kingdom?” She asked Sunset.

“There are three ways, I don’t like any though. Take a boat, but most likely we’re fugitives. We could hijack a train. Or we could walk the shores and head there on a bridge that… Well, it’s more like going under the train tracks. The Kingdom is on an entirely different continent not far from Equestria.” Sunset explained.

“I say we hijack the train while keeping the male guards that’s on it busy.” Rouge said as she waves her bimbo gun.

“What about Trixie? Do we bring her with us or leave her here?” Bunnie asked pointing at Trixie who was still busy.

“If Peridot comes, so does she. The bond is weaker the farther they are from each other. So they either both come or both stay. Your call.” Sunset stated.

“So we bring her with her. So when do we leave?” Amy asked.

“In three days. Rest up.” Sunset said, pulling out a map of Equestria. “I’m heading out to get some food, be back in an hour.” She then teleported away.

“Ok let’s do a little bit of planning with the train.” Rouge said as she looks at the map.

“Wonder what would happen when the Mane six try to stop the plundervines.” Bunnie said to herself.

“Pika.” Pikachu said thinking to himself as well.

Peridot sighed as she plopped on her bed. Then, suddenly realization hit her. “Uh… Where’s Trixie going to sleep?”

“Uh...Trixie could share a bed with you or lay on the floor next to your bed Mistress Peridot.” Trixie suggested from the other room.

“Sister, what’s a mistress?” Peridot asked.

“It’s a female version of master.” Rouge said grinning.

“She considers me her superior?” Peridot smirked.

“Yes. Yes she is.” Rouge smirked back

“Trixie must really like you if she letting someone to be her superior.” Bunnie said.

“You can sleep in the bed then, I see no reason not to.” Peridot said.

“Oh thank you Mistress.” Trixie said joyfully as she hugs Peridot.

“She so likes you.” Amy smirked.

“I will say.” Rouge said.

“Shut up…” Peridot rolled her eyes.

“Is that blush I see oh your face sis?” Rouge teased.

“No…” Peridot looked away.

“Oh you’re so are blushing.” Rouge said as she hugs her sister along with Trixie.

“Whatever…” Peridot sighed. “Get to work on that plan.”

Meanwhile

In the Badlands at the Changeling Hive.

A changeling spy had just got back from Ponyville and heading to the Throne room.

“What have you brought, child?” Chrysalis asked.

“There weird creatures came into Ponyville and stole the Elements of Harmony. Plus the bat one had a weapon that had turn the bearers into uh...bimbos my Queen.” The Spy said bowing to Chrysalis.

“Hmm… Try to establish contact with them…” Chrysalis said, smirking.

“At once my Queen.” The Spy said as he leaves the throne room passing a cocoon that had has a earth pony mare he had replaced in Ponyville.

“Le-let me out of here!” The mare cried out from inside the cocoon.

“Hmm… No.” Chrysalis said playfully. “Not until you give us something~”

“Li-like what? I am already naked in this cocoon and I am starting to hear what every changeling is thinking.” Carrot Top the mare that in the cocoon said while her ass and hip expand and being cover in black chitet.

“Your body~” Chrysalis purred.

“Wh-what?!” Carrot Top asked blushing a bit as black chitin slowly spread down her legs and up her body. “Wh-Why would you want my body?” She asked as her breasts expanded.

“Because, I need more changelings, and what better changeling is there then one that can feel love.” Chrysalis said, fading through the cocoon and playing with Carrot’s breast.

“St-stop it!” Carrot Top grasped and moaned as her expanding breasts become cover in black chitin while a pair of changeling wings come out of her back. “I-I-I don’t want this!” She cried while she moans.

“It’s not a matter of want… You know, I haven’t had a wife in ages… Care to be my first?” Chrysalis cooed as her hand traveled down to Carrot Top’s pussy and played with it teasingly.

“W-W-W-Wife?! Carrot moaned a bit louder as black chitin now covered her arms and her neck. “N-n-no…...Well maybe my queen.” She said not realizing she called Chrysalis her Queen while a jagged horn comes out of forehead along with fangs coming out of her mouth.

“Ah, ah, ah~ What did I say? It’s not a matter of want. You are mine, whether you like it or not.” She pulled out of the cocoon. “Once you are out, we can have some fun~”

“Ye-ye-yes-” Carrot Top said as her head is covered in black chitin, her hair gets longer darker in shade with some holes in it. “-My Queen.” She said as her eyes turn into green slits to complete her transformation to changeling as she smiles.

“Let the fun begin… My subject~” Chrysalis said.

“Whatever you want my Queen.” Carrot Top purred from inside of her cocoon.

“Then come on out, honey~” Chrysalis said playfully.

“As you wish my Queen.” Carrot Top purred as she slipped out of her cocoon to hugged her new Queen.

“Who did you love before this?” Chrysalis asked.

“I once had a husband but I devoice him because he cheated. After that my heart fell for a pegasus mare name Deapy.” Carrot Top said with bedroom eyes.

“Well then…” Chrysalis said, a green aura surrounding her as she transformed into the wall eyed Pegasus. “Have fun with her~”

“I will my Queen.” Carrot Top said as she start to making out with Derpy/Chrysalis.

Meanwhile somewhere in the Everfree Forest.

“And you’re sure you saw a Gem?” Rose Quartz asked.

“Positive.” Pearl replied.

“Then it is as I feared…”

“What is it?” Amethyst asked

“This planet is in a lot of trouble.” Garnet said calmly.

Meanwhile on a floating island that is not to far from Cloudsdale.

“Are you sure it’s them?” Sally Acorn asked looking at Tails.

“I am positive it’s them.” Tails said while Shadow and Knuckles just sighed in annoyance.

“Great. That bat is already causing trouble and she got a gun now.” Knuckles said as he sat next to the Master Emerald.

Meanwhile in an alleyway of Manehatten.

“Sorry Bob. But I am not your snack.” Meowth said as he clean the blood off his claws. Blood that came from a centaur he just killed for trying to eat him. “Now let’s see if I can find my pals in this city of weird looking ponytas and Rapdash’s.” He added as he walked along the sheet without anyone notices.

Author's Notes:

DarkMagicEn-Forcer1: Well things have just gotten hotter.

Bronyparasite: And will continue to do so. This is a very smutty fic! XD

DarkMagicEn-Forcer1: Will the Mane Six find the way to stop our heroes? Or will they be overcome by their Bimbos side.

Bronyparasite: They aren’t really heroes… And what is gonna happen to Carrot Top? Find out laster!

DarkMagicEn-Forcer1: And will happen to the Crystal Gems, Sally, Tails, Knuckles, Shadow and our likeable Meowth of Team Rocket? Find out next time in Digimon Digi-I mean Team Rosegem in Equestria! Shit!

Chapter 4

Sunset Shimmer was walking through Ponyville, a hood over her face to hide her identity. She was pulling three suitcases, each carrying a different one of her friends. Trixie was next to her.

“Are you sure carrying them suitcases to a train was a good idea?” Trixie asked Sunset since she is worry about Peridot.

“There are multiple holes. Plus, I don’t even think they need air.” Sunset whispered.

“This is one of the worst ideas I’ve ever seen.” Peridot said. She was in the same suitcase as Rouge, but it wasn’t the biggest of the cases. They also noticed a small green gem that was glowing blue, the odd thing about it was the skull like drawing on it. “What’s this?”

“Let me see.” Rouge said with stars in her eyes.

Peridot gave her sister the gem. “I look better than that…”

“You are always number one kind of gem I love out of all gems.” Rouge said as she took a closer look at the gem. “What with the skull?” She asked. That when Rouge heard a voice.

“I am Asphyxious. The iron Lich. If you need my aid just take this token and call my name.”

“The who and the iron what?” Rouge said as she dropped the gem out of surprise.

“What’s going on in there?” Trixie whisper asked the case with Rouge and Peridot as they are all in the train.

“You girls can come out.” Sunset said. “I booked us a separate cart. We’re alone.” She unzipped all the bags.

“Hey what’s that?” Amy said as she pick up the gem that Rouge had dropped. Amy then heard the same message that Rouge heard before. “Well who you are. Get your ass over here and say hello before I make you!” She added.

A portal opens indie the train as a man fell out with a blue coat on. “Dammit not now!” He yelled before noticing everyone. “You could not wait could you?” The man asked as he get up the one thing they all noticed about from his eyepatch was he had a tail.

“What… Is this guy...?” Peridot asked.

“Asphyxious Hellbringer, But my friends call me Asphy.” Asphyxious said giving them a bow. “And you’re?”

“Amy Rose and I thought that gem was a displace token.” Amy said resting a arm on her hammer.

“Bunnie Rabbot. Pleased to meet you sugar.” Bunnie said with the wave of her arm.

“Rouge the Bat and this is my little sister Peridot.” Rouge said as she points to Peridot.

“Pikachu.” Pikachu said with a wave.

“Oh my god, it a dream come true.” Asphyxious said smiling at Rouge and Bunnie. “Can I hug you?”

“Negative Asphyxious Hellbringer. We do not wish to hug you.” Peridot said.

“Plus Pikachu might zap you.” Amy said as Pikachu nodded.

“Holy hell…” Sunset said, mouth agape.

“I’ve had worse.” Asphyxious said taking a set. “So what can I do for you lovely ladies?”

“Well we didn’t know that was a token. But as long as you here you could help hijacking this train to the Griffon kingdom.” Amy said.

“But you are the first displace we have met.” Bunnie said.

“Well as long as we don’t kill anyone I can do that for three lovely ladies like yourselves.” Asphyxious said smiling at the mobians.

“Don’t worry about that.” Rouge said holding her bimbo gun. “With this bimbo gun the males that is this train will be very busy with their tent pants.” She added. Asphyxious raised an eyebrow at her with a smile on his face.

“The bimbo gun turn females into busty sex crave bimbos while it kills males like a normal gun.” Bunnie explained.

“I think someone needs a midnight friend~” Asphyxious purred at Rouge, Bunnie and Amy.

“Sorry but I am saving myself for a Displace Sonic.” Amy said.

“Wow…” Asphyxious said feeling a little let down. “Oh well can’t win them all.”

“Besided I got my eyes on two people.” Rouge said as she point to Peridot and Sunset.

“Let me guess you have your heart on someone else to?” Asphyxious asked with a deep sigh.

“Nope.” Bunnie said with a wink. That parked Asphyxious backup as he smiled at Bunnie with new energy.

“Alright then let's do this!” Asphyxious yelled before pulling out his shotgun.

“What is Trixie chop liver?” Trixie said crossing her arms.

“No your just so sexy I didn’t feel the need to say anything.” Asphyxious replied winking at her.

“Oh my.” Trixie said with a blush.

“Okay so what’s next step on this hijacking Sunset?” Rouge asked Sunset.

“Well, we head to the front of the train, disconnect the cars and we’re home free.” Sunset said.

“If you touch Trixie like that again, I’ll kill you.” Peridot threatened Asphyxious.

“I don’t know what your talking about, all I did was kiss her hand.” Asphyxious replied calmly as he loads his shotgun.

Peridot rolled her eyes. “Let’s take this train… No clod’s getting in my way.”

“Ladies first.” Asphyxious said holding out his arm.

“Charge!” Amy shouted as she ran on ahead with her hammer swinging.

“Thanks.” Bunnie said winking before running on ahead punching anyone that was in the way.

“Now.” Rouge simple as she walk on ahead as she shoot some mares while she walks. “The sounds of bimbo mares moaning in pleasure is music to me.” She said.

“This, is going to be a long day for me…” Asphyxious said pumping his shotgun and start walking down the train singing a song.

“Let’s hurry before Rouge make this train into a sex train.” Trixie said she follow the group.

“Would that really be a bad thing?” Sunset joked, using her magic to summon a sword.

“That’s because Trixie don’t want to have to clean Trixie’s panties if Trixie gets turned on.” Trixie said blushing as she push a bimbo unicorn mare out of her way.

“Just take them off like I did.” Sunset said, pointing at her skirt.

“Fuck it, once this is over I’m having words with all three of you.” Asphyxious said shooting the cover out as it eaten away by the acid rounds.

“Which three?” Peridot asked.

“Sunset, Trixie and Bunnie.” He replied before knocking someone out by pushing their head into the window of the train.

Peridot lasered someone. “Ugh… Clod…”

“Trixie’s heart belong to mistress Peridot.” Trixie said as she notice Pikachu hit a pony with a thunderbolt.

“Fuck it whatever! Out of my way!” Asphyxious yelled running down the train beating up anyone who stands in his way. He even fired off bolts of magic at the more stubborn ones who won’t stay down.

“Pl-Please no.” Bon bon whimpered as Rouge fired her Bimbo gun at her.

“Have fun with you marefriend when you see her.” Rouge said as she walked while Bon bon was moaning as she transformed.

“Hurry up slow pokes!” Amy yelled from far ahead.

“Oh shut up! You don’t have to worry about going into a rut in a small space with a train full of moaning mares!” Asphyxious yelled back sounding frustrated. Even after beating up the guards.

“Then use one.” Sunset said.

“I’m saving myself for two who are better~” Asphyxious purred at Sunset and smiles at Bunnie as she works.

“I’m not interested.” Sunset said.

“Grrrr, You sure it okay?” Asphyxious asked looking back the way they came. Then at Bunnie to hear what she has to say.

“Sure. My comic book counterpart maybe a married woman but I am not.” Bunnie said as she bitch slap a guard.

“Like to join me~” Asphyxious purred at Bunnie wrapping his arms around her. “You’ll love it~”

“Sure. But save sex until after we get to the griffon kingdom.” Bunnie said purring back.

“I’ll try~” Asphyxious replied giving Bunnie a kiss as he walks back down the train.

“We are now at the front.” Amy said as Rouge shotted one last mare.

“Tear the attachments off.” Sunset said.

“You got it sugar.” Bunnie said as she tears the train’s attachments with her robotic arm.

“Faze one of operation diplomatic assistance is under way.” Sunset said nerdily.

“Next stop. Griffon Kingdom.” Trixie said as she sat down tried. She then realized she was sitting on Peridot’s lap. She was splayed out on the floor. “Oh sorry mistress.” She said blushing as she moved.

“And with it the next step for getting revenge for Peridot and my other two friends.” Rouge said while looking out a window.

“Pika.” Pikachu said in agreement.

“That did hardly anything to help me calm down.” Asphyxious said walking back to the group.

“Why is that?” Amy asked confused.

“Well, let me put it this way. Too much for their bodies can handle so I stopped after the tired round.” Asphyxious expelled like nothing was wrong.

“You had sex with all the bimbos didn’t you?” Amy asked with a deadpan.

“I’m in a rut bite me, It taking all my self control not to jump all of you.” Asphyxious growled. “I don’t enjoy being in a rut it a pain in the ass.”

“Then go find some ice cubes or cold water.” Amy said.

“Won’t work tried it before with an ice spell.” Asphyxious replied looking out side. “That what happens when a goddess as there way with one of your body parts. There are displaced like that so be careful when calling one.”

“I think did read some displace fanfics about them before I got displaced.” Amy said.

“What the hell you talking about?” Asphyxious asked confused.

“On the earth me and friends have came from the displace are group of MLP fanfics like one about Zinna or that Lance Walker guy.” Amy said.

“Huh, I hope there isn’t one of me. The last thing I want is something telling everybody what I do with my hoard mates or when I get in a rut and lose all control of myself.” Bunnie starts giggling at this with a knowing grin.

“What?”Asphyxious asked looking at the way Bunnie was looking at him then smiled at her. “Want to have a chat somewhere else?”

“Not right now and the reason why I giggle was because there are two fanfics of you. The first and the sequel.” Bunnie said.

“I don’t want to know they probably have nothing but me losing my mind in a rut and frucking everyone I see. I’m just thankful nothing like that happened to me.” Asphyxious said with a sigh.

“Don’t worry about it. I bet there a earth where even me and my friends are fanfic characters.” Rouge said with a comfort smile.

“I just wise there was an easier way to deal with being in a rut.” Asphyxious said looking out side tapping his foot.

Just then there was a knock from a locker. “Uh...Dudes. Is it safe to come out now?” Asked a mare’s voice.

“Yes?” Asphyxious said looking at the others.

“Oh thanks Celestia.” Said the mare as she comes out of the locker.

“Hey it that DJ that lives in Ponyville.” Trixie said pointing at the mare.

“Vinyl~” Asphyxious purred deeply.

“Not yours.” Sunset said.

“Don’t care she still cute.” Asphyxious said smiling.

“What?” Vinyl asked blushing as Rouge walk up behind with the bimbo gun ready.

“I’d rather you didn’t do that.” Asphyxious said calmly.

“We can’t her off the train. So it if she join us on our plan or become a bimbo.” Rouge said aiming the gun.

“Bim- what?” Vinyl asked as she backs away.

“I have a better plan let me blight her. That way you have nothing to worry about.” Asphyxious said calmly.

“I prefer to be prores by a mind control spell.” Vinyl said as she whimper.

“Blight it is then.” Asphyxious said getting up and holding out his hand. “Come with me and we’ll do this as quickly as possible.”

“O-ok.” Vinyl gulped as she grabbed Asphyxious hand as he lead her to the next back of the train.

“Asphyxious, stop.” Sunset said.

“Oh relax this won’t hurt one bit.” Asphyxious said as a bone spike came out of his arm.

“That doesn’t matter! We don’t need a blighted mare in Equestria!” Sunset shouted.

“Oh… And why not?” Asphyxious asked smiling at them. “It better then what Rouge has planed.”

“We don’t need to do any of those…” Sunset said, using her magic to knock Vinyl out. “There are more practical ways of dealing with them.”

“Huh… This is why I also don’t like being in a rut.” Asphyxious said bitterly as the bone went back into his arm. “It fucks with my head.”

“Then why don’t you call one of your mares over for some fun?” Bunnie asked.

“This world is still new to me and I don’t know anything about it. I’d also be acting differently if they was here. I’d be more focused on killing things I think could harm them. I’m sorry but I’ll be okay.” He said going to the back of the train.

“Well with Sunset here is one difference from other Equestrias.” Amy said. “By the way what season are you in your Equestria?” She asked.

Asphyxious smiled darkly. “I helped kill Tirek.” He said with a ghostly smile.

“Do you understand what we’re doing here?” Sunset asked, levitating coal into the engine.

“Not really. I’m just rolling with it.” Asphyxious replied looking out side. “I’m a broken soul with nowhere to go. But what I seek is a dragon.”

“What kind of dragon.” Trixie asked.

“Lord Tirek, I seek to kill and eat him. I will then rebuild the cryx empire my way.” Asphyxious said with a grin. “I’ve been everyone punching bag for too long. It time I show them why you should fear a dragon.”

“Cool. Good luck with that.” Bunnie said with a wink Asphyxious winked back at her.

“Anyway. How much longer is it to we get to the griffon kingdom?” Rouge asked Sunset.

“I always wonder, if there are others like me.” Asphyxious asked himself watching the sky go by.

“Others like you?” Sunset asked. “And twenty minutes.”

“A lich lord.” Asphyxious replied. “When I was displaced I was killed then put into the body of a Iron Lich. Before being sent to equestria. Being brought back… Hurt.”

“All of the displace have died and been put in the bodies of the characters we dress up as. It kind of sad when you think about it.” Amy said sadly.

“Let me know when we get there, I’d like some time alone with Bunnie.” Asphyxious asked still looking at the sky.

“And will be in twenty minutes sugar. So don’t get your underwear over your head about it like that Mask fellow did to you.” Bunnie said.

“What underwear?” Sunset teased.

“This.” Rouge said as she pulled Trixie’s skirt down which made Trixie blush.

“Trust me you don’t want mask here.” Asphyxious said rubbing his face.

“Even if he is here. He can’t wedgie me because I don’t wear any panties.” Bunnie said pointing to her robotics ass.

“Your right sexy.” Asphyxious said pulling Bunnie over and start to rub her ears.

“Oooooh my.” Bunnie moaned at the touch.

“You enjoying that?” Asphyxious asked smiling at her as he kept rubbing her ears.

“It feel so relaxing.” Bunnie said as she melted from the bliss. Asphyxious just let her relax in his lap as he softly rubbed her ears.

“Cute. So Sunset. Who is the contact in griffon kingdom are we meeting?” Rouge asked Sunset.

“Her name’s Gretta. She’s been buttering the population up.” Sunset said.

“Oooh. What kind of butter is she using and I don’t the food kind of butter?” Amy asked with a evil grin.

“She’s been implanting thoughts into the city of Griffonstone. It won’t be hard to turn them.” Sunset said.

“I hope the griffons there aren’t that greedy for bits.” Rouge said. “Or they all not very fat.” She added.

“They are greedy… But that’s how we’re going to take over. We’ll promise them our support and half the bits Celestia has.” Sunset said.

“I am betting the other half goes to you.” Rouge said with a shrug.

“The other half goes into the New Equestrian Government. Us.” Sunset said, smirking.

“That sound cool to me.” Bunnie said while she enjoys her ear rubs. Asphyxious then take the end of one of her ears and softly nips it getting a shiver out of Bunnie. Which she moan in pleasure.

“Pika.” Pikachu said while eating an apple he had found in a locker and sitting on a sleeping Vinyl.

“Hey I think I can see Griffonstone from here.” Amy said as she point to Griffonstone that getting closer and closer.

“It’s gonna be a hike from here.” Sunset said, pulling the brakes.

“Ok. But what do we do with Vinyl? I mean we can’t just leave her here.” Bunnie said as she got up.

“We can. She’ll wake up soon enough, and then she can travel to the pony welcome center.” Sunset said.

“Well in that case. Let’s get going.” Bunnie said as she got off the train when it stopped. Asphyxious followed after her with a smile as he had a hand on her head gently rubbing the base of Bunnie ear. “That’s still feels so good.” She moaned as she walks follow by the others. With Rouge being behind the group as she put her bimbo gun away.

“Meet you there slowpokes!” Peridot said, grabbing Trixie and using her fingers as a helicopter blades.

“Not before I get there first.” Rouge said as she grab Sunset and fly to race her sister leaving the others in the dust.

“Come on Asphyxious lets beat them there.” Bunnie said as she run on ahead.

“As you wish.” Asphyxious said turning into a dragon and spreading his wings.

“Mind if I hitch a ride?” Amy asked.

“Not at all just hold on.” Asphyxious said as he get ready to fly off.

“Ok.” Amy said as she climb on Asphyxious’s back.

“Pika-Pikachu.” Pikachu said as he climb on too.

“We thank you for taking Airline dragons. Please keep all hands and bags on the back or you’ll lose them. Here we go!” Asphyxious took off into the air with the girls on his back.

“I won!” Peridot laughed. “I rule! Nyahahahaaaa!!!”

“Yes you rule my mistress.” Trixie said.

“Damn it.” Rouge said as she put Sunset down.

Asphyxious landed covering all three in snow. “Sorry we’re late had to fly around a flock of birds. I hate it when they fly into my mouth.” Asphyxious said as he lay down.

“Be thankfully they didn’t go bombs away on us.” Amy said grumbled.

“Nyaahahahaha! What do I win!?” Peridot asked.

“Boot to the head.” Asphyxious said smiling showing off his fangs.

“Nyah!” Peridot went into a goofy stance to protect herself. Asphyxious just laughed as he changed back into his human form.

“You're cute like that.” Asphyxious said smiling.

“I agree with you on that and Sunset was being very cute when I was carrying her.” Rouge said laughed a bit.

“Let’s get indoors before I decide to have my way with Bunnie right there.” Asphyxious said grinning as he plays with Bunnie ears.

“Why are we working with this… This…” Peridot struggled with words as she pointed at Asphyxious.

“Lich?” Asphyxious said smiling.

“Sex craving fool…” Peridot deadpanned.

“If I was sex craving I would of had all your friends by now.” Asphyxious said smirking at Peridot.

“You try and I will pound your two dicks with my hammer.” Amy warned. Asphyxious just smiled as he walked off with Bunnie.

“Anyway so where is this griffon friend of your Sunset?” Rouge asked Sunset as they walk.

“I’ll go meet with her… You guys just… Do whatever…” Sunset said. “Just don’t ruin any possible relations with the locals.”

“Ok. Now then. Where do you and I go to have fun?” Bunnie asked Asphyxious with bedroom eyes.

“A friend of mine back home told me about this nice little hotel in this part of the griffon kingdoms. I can get us a room~” Asphyxious purred at Bunnie as they walked. “Not sure if it still here, you know different worlds and all.”

“Can’t hurt to try finding it.” Bunnie said with a purr of her own.

“Ok. While you two have fun. The rest of will have a look around.” Rouge said. Peridot groaned.

“Fine, whatever. Let’s go Trix.” Peridot grumbled as she walked off with Trixie following
Her.

“Lead the way my mistress.” Trixie said blushing as she follow Peridot. But little did the group know they were being spied on by a cat with a gold charm on his forehead.

“I wonder if I can find Rainbow’s ex-griffon friend.” Rouge said as she flew off.

“And you, Amy?” Sunset asked.

“Well. I could check out stores for anything good.” Amy said looking up in thought before walking off.

“Pika.” Pikachu said as he climb on Sunset’s shoulder.

“What are you doing little buddy?” Sunset asked with a chuckle.

“Pika-Pikachu Pika.” Pikachu answer by rubbing his head on Sunset’s cheek.

“I think he likes me… Okay, let’s go.” Sunset said.

“Pika.” Pikachu said smiling.

“They’re taking forever! It’s been five hours since we split up and they still haven’t stopped!” Peridot yelled angrily. “We need to find a place to sleep!”

“We’re getting things done. Gretta’s getting the griffons together tomorrow to hear me out.” Sunset said.

“So what kind of speech is Gretta going to use.” Rouge asked Sunset.

“Explaining how thing’d be better if the Princess was gone. How useless she is. And hinting that there’s a group that wants to start a revolution.” Sunset said, smirking. “Does that sound promising?”

“Very promising indeed.” Rouge said smirking evilly.

“So where are we going to find a place sleep for the night?” Amy asked with a yawn.

“Why not that hotel where that Lich and Bunnie are breeding like rabbits.” Rouge suggested.

“Pika.” Pikachu said while still on Sunset’s shoulder.

“Sounds good.” Sunset added. “I’ve got enough bits.”

“And I got some gems I took from Rarity’s place.” Rouge said holding out a bag of gems. “I wonder what look Rarity will have once she finds out her gems are missing.” She mused.

“A bimbo look.” Peridot said.

“True. And maybe she making some bimbo clothes right now.” Rouge said as they walk.

“Anyway, let’s go.” Sunset said, making her way to the hotel.

“That is a nice looking hotel.” Amy said as they enter the place.

“Trixie thinks Trixie can hear those two moaning from here.” Trixie said blushing at the sound.

“Damn it…” Sunset grumbled. “I feel awkward now…”

“Soundproof the rooms.” Trixie said to Sunset with a deadpan.

“I haven’t used that spell in years. Not much use for it when you’re all alone.” Sunset said.

“Trixie feels your pain when nopony is with Trixie in bed at night.” Trixie said sadly.

“There’s a pool in the back, I’ll go pay for the room. How many do we need?” Sunset said.

“Three. Trixie will share with Mistress Peridot.” Trixie said.

“I could share one with you Sunset.” Rouge suggested with a wink.

“Uh…” Sunset blushed.

“Three rooms, all master beds!” Peridot shouted.

“I agree on that.” Amy said happily.

“Hey Pikachu, who do you wanna stay with?” Peridot asked.

“Pika.” Pikachu said pointing to Amy.

“Trixie looks forward to Trixie and your's alone time.” Trixie said with a wink.

Sunset went inside.

“I’m heading to the pool, who’s with me!?” Peridot shouted excitedly.

“Oh Trixie will!” Trixie said excitedly.

“I will come too sis.” Rouge said.

“Maybe later. I am going to sleep for a bit.” Amy said with a yawn.

At the pool, Peridot took off her limb enhancers. “I’m not cute!” She clarified.

“But you are cute Mistress.” Trixie said hugging Peridot.

“Just like Sunset.” Rouge said while hugging Sunset.

“Pika.” Pikachu said as he lay on a sunbed.

They had a lot of fun…

“This is your room Amy.” Sunset said. “You too Pikachu.”

“Thanks and goodnight.” Amy said as she and Pikachu enter their room.

“Which room is Mistress and Trixie’s room?” Trixie asked.

“And which room is ours?” Rouge purr to Sunset.

Sunset’s face reddened. “205 is your guys’s and 289 is ours.”

“Thanks. Come Mistress Peridot let’s have fun bedtime.” Trixie purred at Peridot as she enter the room.

“What’s fun in bed?” Peridot asked as she followed Trixie.

“You will see.” Trixie said as the door closes.

“Now time for our fun bedtime.” Rouge purred at Sunset as she enter their room.

“Wait, I thought you were teasing!” Sunset yelped.

“Who said anything about teasing?” Rouge said giving Sunset a wink. “Well come in.” She added.

Sunset did so, blushing profusely.

“That was nice sleep. Wouldn’t you agree Sunset?” Rouge asked as she step out the room.

“Yeah…” Sunset said, feeling happy. It’d been so long since she’d done something to make her feel so cared for. “Yeah it was… Uh… What does this make… Us?”

“Girlfriends.” Rouge said. “Anyway is Bunnie and that Lich up yet?” She asked.

“They’re having breakfast.” Peridot said, only wearing a towel as she headed to her room. “Strange place, none of the rooms have a shower, it’s a community shower.”

“But you look cute in the shower.” Trixie said. Peridot blushed.

“Well… Looks like you two have bonded.” Sunset said. “I’m going down to the dining section. Coming… girlfriend?” Sunset asked a bit awkwardly.

“Coming.” Rouge said as she kiss Sunset as they walked to the dining section. They saw Bunnie and Asphyxious sitting at one of the tables.

“Hi girls come on over I already order.” Asphyxious called over as he sat next to Bunnie.

“Sweet.” Amy said as she went and sat at the table.”So how did your sleep go?” She asked Bunnie and Asphyxious.

“Awesome.” Bunnie said blushing with a grin.

“But we didn’t do much sleeping.” Asphyxious said as he smiled then his tail wrapped around Bunnie hips.
“I still can’t believe I still have a pussy since I thought everything from the hip down was robotic.” Bunnie said smiling.

“I think you're lucky it only went to your hips and legs.” Asphyxious said giving her a cuddle.

“Anyway. So when is this speech start?” Rouge asked Sunset.

“At noon. We’ve got all the time in the world.” Sunset replied, relaxing in her chair.

“Well what do we do in the meantime?” Bunnie asked.

“I’m going to take a shower, then… Whatever really…” Sunset looked away. “M-maybe spend t-time with y-y-you…”

“Sure.” Rouge purred at Sunset.

“I will be at the pool.” Amy said.

“Pika.” Pikachu said as he ate a apple.

“We have time what do you want to do?” Asphyxious asked Bunnie smiling at her.

“We could go for another round.” Bunnie suggest.

“Hmmm sure, Maybe see a movie after.” Asphyxious replied.

“Cool.” Bunnie said.

“So what do you want to do Mistress?” Trixie asked Peridot.

“I feel tired…” Peridot sighed.

“Should we rest by the pool?” Trixie asked.

“Sure.” Peridot replied.

Gretta stood on stage, Griffons crowded the street, wanting to hear what she had to say.

“People of Griffonstone! We have let the tyrant Princesses control our land for too long! They’ve taken our livelihoods to help their ponies while they let us fall apart! Where were they when that monster took away our treasure!? Where was she when we needed help!?” Gretta seemed to be getting the crowds attention. “One controls the sun, the other controls the moon! They take it upon themselves to simply imprison their enemies so they’d be dangers the next thousand years! What happens when they get bored!? They select new Princesses to lighten their work. They shouldn’t be in charge of a nation, let alone the fate of our world.”

“Our nation used to have pride to spare, yet we now live in a dead land. Do the ponies help us?” The crowd shouted ‘no’s. “The Griffon Kingdom is a joke to the ponies… Let us make it a symbol of power, of strength!”

The crowd cheered, screamed death threats to Celestia’s sun, and more.

“Told you she buttered them up…” Sunset said smugly. “Before I got Gretta to be a strong leader-like person, this place was falling apart. Now they’re-”

Before Sunset could finish, an arrow pierced Gretta’s chest, sending her off the stage.

“What the fuck!?” Amy yelled from surprise.

“Yep, I saw that coming.” Asphyxious said drinking a cola.

Sunset stared at Gretta’s breeding body as the crowd ran to her or away. She then teleported to Gretta as whoever shot her ran off.

“Hey Asphyxious. Quit sitting on your ass and help catch the killer!” Rouge said and fly off to catch the assassin.

“That clod’s gonna pay!” Peridot shouted as she flew after the assassin.

“Fine.” Asphyxious said rolling his eye as he runs after them.

“We need to catch that assassin alive so can get answers from him or her!” Amy Yelled as she follow the chase follow by some griffons.

Peridot started shooting at the assassin randomly. They dodged the attack and threw a dagger at Peridot. The green gem pulled up her legs and laughed.

“Haha! You mi-” She was cut off as another knife pierced her chest, making her fall. “Whoops…” She groaned, before turning into a cloud and her gem fell.

“PERIDOT!” Rouge shouted as she catched her sister’s gem.

“That wasn’t very nice.” Asphyxious said standing next to the assassin. “You could really hurt someone.” Asphyxious gave the assassin a kick to the gut. “Now say you're sorry.”

The assassin used some kind of magic on Asphyxious to shrink him before using a grapple hook to drag herself to the top of one of the buildings.

“Well… This feel familiar.” The snow small Asphyxious looking around the saw a cat looking at him. “Sorry Tabbe, but I’m not lunch.” He said as Asphyxious casts a fire spell in his hands.

“Look like I am blasting off again!” Meowth shouted as he was sent to the sky by the Lich fire blast.

“Wait… was that Meowth?” Asphyxious asked himself.

The assassin gained a large distance between the Displaced, and was nearing the edge of the city.

“GET BACK HERE YOU BITCH!!!” Rouge yelled as fly faster to the assassin in a rage while firing her bimbo gun at the killer. The assassin dodged it easily, and threw more throwing knives at Rouge. But Rouge dodged them like it was nothing. “If you can dodge a ball you can dodge a knife!” She yelled.

The assassin reached the edge, stopping at the side of the cliff. They turned around to look at Rouge. Rouge herself realized the assassin was a female pony.

“So Celestia sends one of her attack dogs to stop a griffon from speaking out huh? Well you are about to become a bimbo for both killing a griffon and harming my sister.” Rouge said aiming at female assassin.

“I did my duty for you, Silk…” The assassin whispered. “Forgive me…” She then leaned back, and took a dive.

“Oh no you don’t you snake!” Bunnie yelled as she rocket fly and catch the assassin.

She used her magic to blast Bunnie away from her.

“Oh damn it! How are suppose to get answers from her now?” Amy asked in annoyance as she saw assassin go splat.

“So what I miss?” Asked a small Asphyxious looking up at everyone. “And put some underwear on Sunset.” Sounding more like a teacher that not happy about that one of the students forgot their homework.

Sunset conjured a pair of panties. “Be quiet, a friend of mine just died and we lost the assassin.”

“And was one of Celestia’s secret assassin attack dogs.” Rouge said glaring at where the assassin took her life. “We could use to get the griffons to help us even more.” She said.

“I could talk to her with you want?” Asphyxious asked pointing down the cliff.

“Uh.. sugar. She is as dead as racoon on the highway.” Bunnie said.

“My sweet little bunny, have you forgotten what I am?” Asphyxious asked with snap of his fingers he returns to his normal size. “I’m going to have a word with this assassin.” He said teleporting down to the body.

The dead mare laid face down on the ground, blood making it’s way under her and staining her cloak. First thing Asphyxious did was cover the body with the mare’s cloak before casting his magic as runes appeared around it.

“Rise and speak your part, I wish to know what was in your heart.” Asphyxious asked as the soul of the assassin raised from the body. “Can you hear me?”

“What… Where am I? Who are you…?”

“I am a friend, my name is Asphy. I wanted to ask why you killed that griffon and how you could use magic.” Asphyxious asked in a soft and calm tone.

“No… No, I should… No… Oh god, what’s happening!?” She started to panic.

“Calm down there no need to fear, I’m not going to harm you. I just want to understand.” Asphyxious said trying to calm her down. “Everything will be alright, just calm down and talk to me.”

“No… I swore I wouldn’t… Why am I talking to you!? I should be dead if the griffon is dead!”

“You are.” Asphyxious said sadly. “I’m using a spell to talk with your soul right now. But if you want I can give you the power to say goodbye to someone you care about. Once that happens you’ll pass on.”

“Is he okay…?” Sunset asked.

“I… I should be in tartarus… Just let me pay for my crimes… I’m not going to add treason to the list.”

“Uh ghost pony. You are already dead. So what you got left to lose by spitting the beans?” Rouge asked the ghost. “So spit before I unleash my wrath on you for hurting my sister.” She added with venom.

“I’m not asking for you tell me how they did it only what they did. I will not let these secrets leave my lips.” Asphyxious said as he moved closer to her. “Wouldn’t you like to say goodbye to someone? Someone you do anything to keep safe?”

“Yeah so tell us.” Bunnie said.

“I can’t… She’s better off without me…”

“Tell her you love her, and say your goodbyes.” Asphyxious said smiling sadly at her then casted a spell. “Go…”

“Wh-what?” She didn’t understand.

“Can you a least tell us your name and why you kill that griffon?” Amy asked.

“What is your name and why did you kill the griffon, at least answer me this for the gift I have given you.” Asphyxious asked.

“My name’s… Slain Fangg…” She said. “And I was ordered by Celestia to… To off her, then self terminate...”

“Thank you Slain Fangg, Now hurry the magic that keeping you here will only last a day. Go and say goodbye to the ones you love. Nothing will block your path and nothing will slow you down.” Asphyxious said pointing out for her to go.

She seemed confused, before she wisped off. Asphyxious sighed as he looked back at the body. He then started to egzamen the remains.

“I know she killed my friend and all, but you shouldn’t be doing that.” Sunset said pointedly.

“I need to know how they did it. I’m just hoping it not what I think it is…” Asphyxious said as he took a knife and cut into an old scar. “Well… looks like my fears are true.” He said removing a bone, but the shocking part was it was infused with a Unicorn horn. “I wouldn’t be shocked if there rest of her body has more bones like this inside of her.” Asphyxious then casted hellfire on the body setting it on fire.

“Oh buck…” Sunset shuddered.

“Ce-Celestia is sick for letting this happen to a pony.” Trixie said while trying not to throw up.

“Why’d you set it on fire!?” Sunset yelled. “She deserves a burial!”

“I’m giving her one. This way no one can call on her soul again and she can rest in peace once she said her goodbyes.” Asphyxious said watching the body burn.

Sunset glared at Asphyxious. “This isn’t a burial, it’s a mockery!”

“I’ve watched hundred die! Don’t talk about mockey to me! What about all the lost souls in war does anyone care about them?!” Asphyxious roared back. “Besides, You can still bury her.”

“After burning her!?” Sunset doused the flames.

“What matters more, the body or the soul?” Asphyxious asked.

“What matters is respecting the dead. We don’t burn our dead.” Sunset snarled.

“We can talk about this later. Right now someone needs to rally the griffons together. Your friend’s death is more proof of how evil Celestia really is.” Amy said to Sunset.

“Pika.” Pikachu said in agreement.

“I’ll do it.” Sunset said. “You guys get back to the hotel, I’ll see you later…” Sunset shot Asphyxious another glare before storming off.

“Ok I need head back to the hotel and wait for Peridot to wake up.” Rouge said as she fly back to the hotel.

“Rouge really cares about her sister that much.” Bunnie said as she walk back. “Are you coming Asphyxious?” She asked the lich.

“Yes… I need to think… Will you be by my side?” Asphyxious asked looking at Bunnie sadly.

“Sure.” Bunnie said as she takes off her hat and specks to it. “Howdy y’all this is Bunnie Rabbot. If you need help in a fight or for a talk just put this hat on and I will hop on in.” She said as she throw her hat into the void which made copies before she gets her hat back.

“I always wondered… How do we use the void to make tokens if we know nothing about it.” Asphyxious said as a copy of Bunnie hat fell into his hand.

“I had read enough displace fanfics to know how to make a token sugar. Now come on. Time for another round of cowgirl style.” Bunnie said as she walks. Asphyxious smiled as he put her token on his head and join her.

“Yes ma’am.” He said trying to sound like Big Mac.

“I guess I will be back at the pool to get some sun.” Amy said as she head back to the hotel’s pool.

When Sunset was sure she was alone, she pulled out a sphere with the image of a light purple Unicorn mare.

“Starlight, I found the test subject. Who knew Celestia would use her as a suicide assassin?” Sunset said.

“Wait, you mean the pegasus with magic?” Starlight asked. “Are you serious?”

“Yes, I need you to bring the body to your place and put it in stasis until we can work on it.”

“You aren’t gonna… Bring that Necromancer, are you?” Starlight shivered.

“I am. Just hurry up, this one is going to be useful.” Sunset stated. “I’ll see you later.”

“See you later, sis.”

“Don’t call me that…” Sunset growled, before turning the sphere off.

“Pikachu?” Pikachu asked Sunset walk to Sunset with two apples which he offers one.

“Thanks.” Sunset said, taking it. “This won’t take long.”

“Pika.” Pikachu nodded as he eats his apple.

“Bwa!” Peridot yelped after reforming. “That clod stabbed me!”

“Don’t worry about it sis. The bitch killed herself.” Rouge said smiling to Peridot while the two was in Trixie’s and Peridot’s hotel room. “I am so glad you are okay.” She added with a tear to her face.

“Sister, don’t tear up. My gem’s fine, I’m fine.” Peridot said, hugging Rouge. “I’ll be more careful…”

“I know sis, I know. I just worry.” Rouge said hugging Peridot back.

“YEHAAA!!” Bunnie’s voice came through the walls.

“Observation: Moment was ruined…” Peridot said.

“Yeah Texas style ruined.” Rouge said in a deadpan. “I wonder how Sunset is doing with those griffons so far.” She said to herself.

“We’ll see. Sister, I have a question… What are they doing?” Peridot asked.

“Having sex maybe.” Rouge said with a shrug.”Anyway let’s go get something to eat.” She added she head for the door.

“Okay…” Peridot said, getting up.

“So how’s it go Sunset?” Amy asked Sunset while still blushing from walking in on the room Bunnie and Asphyxious sex time.

“It was okay. Many of them agreed to join. Another griffon named Gilda decided to become the new ‘Griffon General’.” Sunset said, leaning back while she petted Pikachu. “That’s how I put it…”

“Gilda? That’s Rainbow's ex-friend.” Rouge said with a smirk. “Wonder how she will react when she see Rainbow as a bimbo like the of the other bearers.” She mused.

“I think she will both blush and laugh her ass off.” Bunnie said giggling.

“Maybe both.” Asphyxious said with his arm around Bunnie. “As much fan as it been I think I should be heading home.”

“Ok sugar lich. If we need anything we will call you or you could call me for some fun.” Bunnie said as she blows a kiss to the Lich.

“And if you come across a displace Sonic let me know.” Amy said smiling.

“I’ll let you know, no guarantee he’ll call.” Asphyxious said rubbing his head feeling a little bad for her for what could happen to the displaced hedgehog if things don’t go as she planed.

“So Asphyxious our contract is complete. See you next time.” Rouge said with a wave.

“Stay out of trouble girls. Hope to see you again.” Asphyxious said as he walks into the portal as it closed.

“With displaces luck trouble will find us.” Bunnie said with sigh as she turn to look at Sunset. “So what our next step?” She asked Sunset.

“Well… Gilda’s grandfather said he was gonna give us a boat. I have some business in a place called Our Town.” Sunset said.

“Isn’t that where the cutie mark hating equality cult is at?” Amy asked.

“What are you worried about Amy? Sunset and Trixie are the only ones out of all of us has a cutie mark.” Rouge said to Amy.

“I met Starlight two years ago, and it seems their leader and I have some things in common.” Sunset said. “We’ll be there for a day, then go home. After that, we’ll wait a week and then our allies will meet us at the castle of two sisters.”

At that moment Bunnie ears flick up and she smiles. “Hehe. That cheeky sugar lich.” Bunnie said smiling as she jump in a rabbit hole that opened up next to her. She comes back 10 minutes later with a goofy smile on her face.

“Anyway. When to we leave to Our Town?” Amy asked Sunset.

“Tomorrow.” Sunset stated.

“So let’s rest up before we set sail.” Rouge said as she moved closer to Sunset while she saw Bunnie telling Amy something that made her face burning red.

“Sure.” Sunset nodded.

Meanwhile not far from the train. A busty slutty looking DJ was walking along the train tracks.

“Like I hope I can find the nearest. My hoofs hurt and I totally need somepony to totally buck my brains out. But like where to find somepony?” The bimbo Vinyl say to herself just as she gets hit on the back of her head by a Meowth that was falling from the sky.

“Ow! My head! First blast off in this weird world. What could be worse?” Meowth asked himself just as he got tapped on the shoulder by Vinyl. When he turn around he back away in fear at the sight on a mare who’s eyes are glazed over with lust looks at him.

“Hi there. Like want to buck?” Was all Vinyl could asked before Meowth start running away as Vinyl chase him into the sunset.

To be continue.

Author's Notes:

This was a crossover with ShadowsInTheDark. https://www.fimfiction.net/user/ShadowsInTheDark

Chapter 5

(Ponyville)

“Ugh. What happen?” Rainbow said herself as she wake up in the middle of the floor of Twilight’s home. With all of her friends laying around naked and asleep. She could also swear that their breasts was a little bigger then normal. She then walk to the mirror in the bathroom to see that her breasts was bigger than last time she was normal. But she fail notice her hair was a little longer and lighter than normal.

“What the buck happen?” She asked in annoyance of not being able to remember as she went to wake up Twilight. “Hey Egghead. Wake up.” She said tapping on Twilight’s shoulder.

“Ugh…” Twilight opened her eyes. “My loins hurt…”

“Yours too?” Rainbow asked as she help Twilight from the floor. “What happen to us Twi?” She asked waving her left hand to where their sleeping friends are laying down naked.

“I think we had sex… Again…” Twilight groaned.

“And look like all of us had sex this time.” Rainbow said as she notice Applejack was coming too. “Too bad I still can’t remember a thing from it.” She added sadly as she help Applejack up.

“You want to?” Twilight asked as she put on her clothes.

“Uh... I am not sure if I want to. It might make me black out from being turn on like last time.” Rainbow said not sure of herself as the others wakes up. Which she see Fluttershy blush a little.

“Don’t get aroused!” Twilight shouted.

“Okay okay geez. But it going to be hard for me not get aroused from the smell of sex in the room along with everypony being naked.” Rainbow said putting her left hand up to defend herself while pointing her right hand at Pinkie who was playing with her breasts.

“Hehe. They are big and bouncy.” Pinkie said happily.

“Crap… She’s aroused…” Twilight groaned. “Find a separate room to get dressed. We lost two days, Rainbow didn’t even have any control at all. I’ll look for a spell to quell these urges, make it harder for us to get aroused.”

“You got it h-Twi.” Rainbow said as left the room follow by Fluttershy who didn’t realize she touch Rarity’s pussy as she went pass her.

Rarity yelped. “Fluttershy!”

“Ye-Yes Hot Rares?” Fluttershy said to Rarity as she didn’t realize she wink an eye while hand right was grabbing onto her right breasts.

“Fluttershy!” Applejack restrained Fluttershy. “Yer not yourself, sugarcube!”

“W-what do you mean?” Fluttershy whimpered as she asked, her ass and breasts begin to expand.

“Yer gettin’ aroused hun.

“I-I can’t help it. I-I feel my loins is heating up.” Fluttershy said as her hair was getting longer and lighter while her expanding ass press against Applejack’s pussy.

“Hehe. Like it’s totally fun to be aroused.” Pinkie said as she became a bimbo again just a few seconds ago. Applejack started getting aroused.

“Oh dear…” Rarity groaned, backing up out of the room. “Rainbow, Twilight, let’s get out of here!”

“I am already out side and dress Rarity.” Rainbow said from outside of the room.

“Then don’t come in here!” Rarity ran.

“What about Twi and the others?” Rainbow asked Rarity confused as she follow her.

“Twilight wasn’t there. I think she left.” Rarity said. “I need to check on Sweetie… I hope she’s okay…”

“Like looking for me big sis?” A bimbo Sweetie Belle asked while standing by the door to her and Rarity’s home.

“Fuck…” Rarity grumbled.

Scootaloo walked by. “Uh… What’s wrong with Sweetie…?”

“I think that batgirl got her with that bimbo gun of hers Scoots.” Rainbow said to Scootaloo while doing her best not to look at Sweetie Belle.

“But like not just Sweet cheeks but totally me as well.” Said the bimbo Applebloom as she walk up to them in a sexy way.

“Uh… Applebloom too?” Scootaloo asked, tilting her head. “What’s a bimbo anyway?”

“Bimbo is...well some mare with a very hot body but not very smart and is very…” Rainbow said looking at Rarity for help.

“Open…” Rarity said. “Have your parents told you about the bees and… Honey Pot?”

“Nah… They’re always away on business.” Scootaloo said.

“Like we be totally happy to tell Scoots.” Both Applebloom and Sweetie Belle said grinning.

Rarity used her magic to drag Sweetie Belle inside. “Nope.” After a bit she came back to do the same with Aplebloom. When she came back, she sighed. “I locked Sweetie in her room and Applebloom in the guest one. They’re asleep already.”

“What’s going on?” Scootaloo asked.

“Nothing Scoots. They are just not thinking right now. But don’t worry they will be back to normal before you know it.” Rainbow said giving Scootaloo her trademark smirk in order to comfort the filly. She then turned to Rarity. “So where do you think Twilight had gotten off to?” She asked.

“I’d go to Canterlot. There aren’t any other libraries.” Rarity stated.

“I guess that make sense. She is an Egghead after all.” Rainbow chuckled at the joke.

“You and I need to handle this.” Rarity whispered. “We’re a threat to Ponyville, to each other. If Sweetie or Applebloom get out, who knows what kids they’ll traumatize, or what they’d get abused with. Spike and Scootaloo may be in danger. We either need to move the ‘clean’ ones to a different location, or move ourselves to a different location.”

“I think Diamond Tiara and Silver Spoon would be their first targets. But anyway. Where would we go that doesn’t have ponies living there if we get you know what?” Rainbow whispered back her question to Rarity while looking worried. “And on top of that I am the most affected one out of all of us.” She added.

“Maybe we should use the library for us six. I’ll ask Granny Smith and Big Mac if they’ll take care of Spike. We’ll keep the girls here.” Rarity suggested hushedly. “We’re going to have to be careful. You think you could look after my place while I go ask the Apple’s if they could take Spike?”

“Sure thing Rarity, but after you get dressed.” Rainbow said looking away while pointing to Rarity’s still naked body which some ponies that walking by was sharing at her.

“Eep!” Rarity ran inside.

Scootaloo burst into laughter.

“I am surprise she hadn’t felt the cold winds blowing on her.” Rainbow said laughing herself as well while giving Scootaloo a fist bump.

“Maybe that’s because it’s summer?” Scootaloo laughed. “So Dash, wanna hang out?”

“Sure Scoots. You could help me keep an eye on Rarity’s place while she over at Applejack’s.” Rainbow said while messing with Scootaloo’s hair playfully.

Scootaloo grinned as her wings fluttered.

Meanwhile with Rouge and the others, they had arrived at Our Town after a both long boat ride and walking the rest of the way.

“Finally we had may it to this Equality cult town.” Amy said as she wipe some sweat off her forehead.

“Welcome!” One of the ponies said, grinning creepily. Sunset walked by without looking at anypony as she walked to the farthest house.

“And here are the brainwashed cultists.” Bunnie whispered to Amy as she wave to the town ponies while they follow Sunset.

“So I take it Starlight Glimmer is a friend of yours?” Rouge asked Sunset while keeping close to her and Peridot.

“Friend is a bold claim…” Sunset grumbled. “Starlight’s a means to an end. And that end is power.”

“Trixie finds theses ponies very creepily.” Trixie said as one of the town ponies said hello to her.

“So you are having Starlight help us with her brainwashing magic?” Amy asked as she said no to a unicorn mare that was offering a muffin that looked bad.

“I’m also using the ponies. They build secret weapon shelters around Equestria.” Sunset explained. “They’re also useful as a hiding place. And when the time comes, a form of soldiers.”

“That’s mighty cool thing to have done sugar.” Bunnie said smiling as they reach Starlight’s place.

Starlight came out of her house in a rush, with Double Diamond behind her. She brushed herself off quickly and placed her hands behind her back in a semi-professional manner. She cleared her throat before speaking.

“Welcome you Our Town! It’s g-good to see you again si- Sunset Shimmer!” Starlight said awkwardly.

“Likewise Glimmer.” Sunset said, crossing her arms.
“Pika?” Pikachu said looking confused at Sunset’s mood to Starlight.

“Looks like Sunset doesn’t want any funny business from Starlight.” Rouge whispered to Peridot.

“We prepared a house for your visit, and… The thing is here...” Starlight said, using her eyes to suggest whatever it was, it was in her house.

“Thank you Glimmer. We’ll meet at your place for dinner.” Sunset said, walking towards where Party Favor was. “Take me to the guest house.” Party Favor did so. “Do whatever you want girls!”

“Ok.” Bunnie said just as she feel someone is summoning her. “Be right back.” She said as she jump in a rabbit hole that just appeared.

“Ok everyone. Let’s have a look around until Sunset is done.” Rouge said as everyone wander off in the town.

“You can stay with me if you want Trixie.” Peridot said.

“Trixie will be happy to stay with you mistress.” Trixie said as she hugs Peridot.

“If only that Sonic hugging me.” Amy said with a sigh.

“Really Amy? You’re that obsessed with that hedgehog?” Peridot asked.

“Well I became obsessed with him when I got displaced.” Amy answered before looking up with a far away look to her face.

“Pika.” Pikachu said while looking at Amy with a sweat drop on his head.

“Is there… Anything you need?” Starlight asked nervously.

“Hmm.. Do you have any new ponies being equalised? I would like to see that through a window.” Rouge asked.

“You… Want what?” Starlight was surprised.

“To see somepony being equalised. You know their cutie mark being taken and replaced by an equal mark and being slowly brainwashed into accepting equally. I would like to see that through a window of a building.” Rouge said smiling. “It’s something to do to pass the time.” She added.

“Oh… Okay. We were about to accept a mare into our order anyway.” Starlight said. “Double Diamond, bring the mare to my house, I’ll go get the Staff of Sameness.”

“Okay, she’ll be inside by the time you return!” Double Diamond said.

“While we will be outside of the house to watch from a window.” Rouge said as the group heads to Starlight’s house.

“Let me go!” Yelled a golden yellow earth pony mare with orange colour mane and tail as she struggles in Double Diamond’s grip.

“Don’t worry, this is how we greet new friends!” Double said, finally getting her inside and slammed the door from the outside. Starlight was inside, holding the Staff of Sameness in her hands.

“Hello Amber Auburn, and how are you this fine morning?” Starlight asked calmly.

“I was perfectly fine until you lot had kidnapped me as I was passing by this town. Not only that you are planning on making me a member of your silly cult.” Amber said with venom as she glare at Starlight.

“That’s hurtful. We’re not a cult, we just dislike Cutie Marks.” Starlight said, playing with the staff. “I can let you join willingly, or we can do this the hard way.” Starlight started circling Amber.

“You mad lot may hate Cutie Marks but I love my Cutie Mark like any other normal pony would.” Amber said still glaring and keeping her eyes on Starlight.

“What’s the fun in being that kind of normal? Your cutie mark sets you apart from others, alienating you from each other.” Starlight said. “Sure my system isn’t perfect, but it’s better than the alternative.”

“Having a different Cutie Mark is apart of a pony’s nature and what your cult is doing is a crime against that nature.” Amber argued back.

“Our nature? Our ancestors thought it was best to fight, that it was in our nature to fight one another. Because of their race, they wouldn’t befriend each other. Back then it was whether you had a horn, wings or neither. I’m not going to argue whether I’m right or not. Easy or hard?”

“How about you kiss my flank?” Amber said as she try to open the door.

“Hard it is then.” Starlight said, using her magic to freeze Amber in place and drag her closer. “You’ve forced my hand… I’m going to have to break you, aren’t I?”

“Let me go you insane bitch!” Amber yelled trying to get out of Starlight’s magical grip.

“You see? You have a Cutie mark and I don’t, so you call me names… You know, I was a blank flank for a lot of my childhood, and the kids at the orphanage would call me a blank flanked bitch. I had no friends, until I met a colt. He left me too after he found out his special talent.” Starlight said, rubbing her chin. “I don’t do this often, but I have guests that want to see this quickly.”

“So you started this dumb cult over some colt leaving you for his special talent. That a pretty dumb reason to hate cutie marks.” Amber said with a deadpan look to her face.

“No… I had no cutie mark, and everyone made fun of me. When I got mine, I was an outcast even more than before. So many expectations, so many… Demented foals using your lack of self esteem to make you their victim, so many ponies who criticize you… It isn’t just magic, oh no. Some of us have the misfortune to have bad luck as our cutie mark, or something like being a janitor. These are just a few ponies I met in my travels.” Starlight slipped Amber’s pants off. “I was forced into seclusion to train with magic, and when I wasn’t doing that I was being abused by children who had theirs. So no, I didn’t make this cult because of a colt. I forgot him long ago…”

“So it was because of some dumb kids that didn’t know any better and get me back my pants.” Amber said blushing about pants being taken from her.

“What’s the problem…?” Starlight asked, pulling Amber’s panties off. “I’m just an adult that doesn’t know better~ Oh, you have a nice flower.”

“More like an adult with a bad childhood and get me back my panties and pants!” Amber demand blushing in embarrassment. “Plus I don’t swing that way.” She added.

Starlight licked Amber’s flank along her cutie mark. “But Amber, you said you wanted me to kiss your flank~” She then started trailing kisses along Amber’s flank.

“I didn’t mean it like that!” Amber gasped from the sudden wave of pleasure from being licked on her flank. “S-stop that.” She demanded.

“You chose the hard way…” Starlight said, playing with Amber’s slit as she pulled her into a hug. “Have you ever done this before~?”

“Only with a stallion.” Amber said blushing even harder from the hug.

“I want to bring you into my family Amber… That’s what this is, not a cult.” Starlight said. She then started kissing Amber’s neck, and slid her fingers into Amber’s pussy.

“Yours is filled with ponies you brainwashed into joining you and maybe you raped them too.” Amber said as she moaned from the fingering she is getting.

“I’m only doing this to demonstrate to a benefactor. I would’ve taken it slower had it not’ve been my sister's friends.” Starlight said, pumping her fingers into Amber as her free hand pointed to the window.

“D-don’t look at me you whatever you are perverts!” Amber shouted as she moans.

“This is…” Peridot couldn’t continue.

“The fun bedtime without the bed.” Rouge said grinning from the pony’s embarrassment.

“Trixie find this only a little hot.” Trixie said while making sure no one is seeing her finger herself while watching.

“Stop this!” Amber yelled as she moaned from pleasure.

Starlight kissed Amber on the lips passionately.

“Cut it out.” Amber tried to say after being kissed by Starlight.

“You wanted the hard way.” Starlight teased, going faster.

“I-I didn’t want any of this. I just want to go home.” Amber said starting to whimper and moan from the pleasure that was coming faster than it was before.

“Do you have friends and family?” Starlight asked, using her magic to squeeze Amber’s clint.

“Yes I do back in my hometown that I was heading back to before you kidnapped me.” Amber said as she gave a louder moan.

“You’ll see them again, I promise.” Starlight said, her fingers speeding up even more as she added magic into Amber.

“When?” Amber asked as she feel the lust taking over.

“At most, a month. I can bring them here, where we can all be happy?” Starlight said, using her free hand, she went under Amber’s shirt and bra to grab Amber’s breast. “You’re in Our Town after all… And everypony here is mine.”

“No. I-I don’t want them to fall for the same fate as me.” Amber said trying to resist the lust that is slowly taking her over.

“Don’t worry, I won’t touch them like I do you~” Starlight cooed, adding another finger.

“Even s-so I-I d-don’t want them to co-come here.” Amber said as her resistances is getting weaker and weaker.

“Just take her cutie mark already.” Amy said from outside.

“They don’t need to then. You can go to them in a month's time.” Starlight said. Amber’s cutie mark started to fade.

“We-well, I suppose a month wouldn’t be so bad I-I guess.” Amber said as her eyes started turn into black and white swirls as colours dulled while her hair and tail started to shift while her mark fades even more.

Starlight stopped pumping into Amber. “Want me to finish? Or would you want someone else to?”

“N-no you can fi-finish me. I am cl-close.” Amber said panting as her tail was now flat, short and straight, her hair is flat and straight on the back with two bits of her forehead like everypony else’s hair is. Her cutie mark was almost gone with the equal mark slowly appearing while a small smile appeared on her face as the swirls spin faster in her eyes.

Starlight rose Amber’s legs, making it so her legs were raised and her head was laying on Starlight’s lap. The mage the started licking Amber’s pussy. “You’re beautiful~ Has anyone ever told you that~?”

“So-some of my friends have told me once th-thanks.” Amber said as moans louder as her cutie mark is complete gone and her equal mark is almost there. Her smile is only half as big as the rest towns ponies is while her swirling eyes spins faster as her resistance is almost gone.

Starlight sped up, caressing Amber up and down her body.

“St-Starlight. I-I’m go-going to.” Was all Amber could say before she cums on Starlight as her equal mark is now fully appeared and her smile is now as big as everypony else’s.

Starlight let go of her magic hold on Amber and helped her up. “Please put your clothes on, Amber, and go out to meet the town. If you need anything, ask Double Diamond, Party Favor or myself.” Starlight said, kissing Amber’s cheek.

“Oh I will and thanks for having me join your family.” Amber said as the swirls in her eyes are gone as she got dress as she is now a fully brainwashed pony.

“So this Starlight equalised ponies with sex. Kinky.” Rouge said as she see Amber stepping out of Starlight’s house.

“I only do that when only one pony arrives.” Starlight said. “There, you gotta see it.”

“Nice stuff. You might be able to do it with more than one if I use my bimbo gun on the mares.” Rouge said smiling at Starlight.

“Sunset told me about that. It wouldn’t work. I’ve got other ways, but that’s how I want to greet my family.” Starlight said. “Not you girls though, Sunset was specific I shouldn’t touch any of you.”

“That’s fine with us. I am saving myself for a blue hedgehog.” Amy said smiling.

“And speaking of Sunset I wonder what she doing right now.” Rouge said to herself.

“Go down until you reach the last shack, the one on the right is your guys’.” Starlight said.

“Thank you Starlight. Let’s go guys.” Rouge said as the group head to where Starlight said Sunset would be at.

Once they got there, they saw Sunset sitting in a red lawn chair, sunglasses on her face.

“Enjoying the sun Sunset?” Amy asked as the other found some lawn chairs nearby to sit on.

“Almost sunset.” Sunset joked. “Man… I hoped I’d never come back here…”

“Why is that?” Trixie asked Sunset confused.

“Do you have something against Starlight or something?” Rouge asked.

“Pika.” Pikachu said as he rub himself on Sunset.

“Starlight’s my half sister.” Sunset said. “In my spare time, I looked into my adoption. Apparently this stallion who raped our mothers was the same guy. Only difference is her mom wanted her.”

“Oh. So did you ever find that guy?” Amy asked surprise about that bit news on Sunset and Starlight.

“Yeah does he have a name?” Rouge asked just as surprised.

“Night Light, and yes, I found him. He won’t be touching any mare ever again.” Sunset said darkly.

“Ooooh. Did you cut his hands off or his dick?” Amy asked grinning darkly.

“Both…” Sunset replied.

“Serve the bastard right for not keeping it in pants.” Amy said grinning before Rouge went wide eyed.

“Hold on. Isn’t Night Light the father of Twilight Sparkle and Shining Armour?” Rouge asked Sunset shocked.

“... Twi-Twilight’s f-father…?” Sunset croaked.

“If that’s the case. Then that means that Twilight is….” Amy said letting Sunset finish the sentence.

“My half sister…” Sunset said, barely in a whisper.

“And you relate to royalty.” Rouge said now grinning. “Do you know what this means?” She asked Sunset.

“N-not really…” Sunset said, clearing her throat.

“It means we could use Twilight’s father’s past against Twilight to ruin her, her family and Celestia or we could use this to Twilight on to our side.” Rouge suggested. “After all sisters gotta stick together.” She added.

“I think that sounds good because I am betting Night Light’s wife and kids don’t know he is a rapist.” Amy said while giving Pikachu a ear scratch.

“I suppose… This is just… A bit much to handle.” Sunset said.

“That is understandable. But this is a window we could use to ruined or get one of the bearers to join us. Plus I think we could use the plunder vines to help on this.” Rouge said grinning evilly.

“I can imagine the look on Twilight’s face when she finds out her own father is a two bit rapist.” Amy said giggling

Sunset smiled. “I think Twilight’s breaking… With the bimbo guns affects, her relationship with her friends most likely falling apart, and this information, all we’d need to do is weaken her faith of Celestia and she’ll be eating out of our hands.” Sunset’s smile turned into a wicked grin. “And I know how to do that…”

“Oh. What’s the plan? Because any plan that ruins Celestia is a good plan.” Rouge asked Sunset sounding a little excited.

“Ever hear about the Crystal Empire?” Sunset asked. “I’ve heard there was a door that shows you what you most fear. If I can find it, I’ll be able to alter the spell and make it show things that aren’t there… When Twilight goes to meet the Princess, she’s going to… See things that aren’t there.”

“Things that will make Twilight hate Celestia?” Amy asked while still giving Pikachu an ear scratch.

“So I am guessing the Crystal Empire is our next stop after whatever we came to this town for.” Rouge said while thinking about how much gems and crystals she could steal.

“Pika.” Pikachu said as he purred from the ear scratch.

“Yes… I suppose it’s possible to dethrone Cadence and Shining Armor.” Sunset said. “I’ll tell Starlight. What do you guys think of this place?”

“It’s a nice place if you don’t mind the creepy smile and the same cutie mark everypony has here.” Trixie said as Amy and Rouge nods in agreement.

“It’s kind of desolate…” Peridot remarked.

“I bet Fluttershy would love it here.” Amy said.

“I’m getting hungry. Let’s head over to Starlight’s place and grab a bite to eat.” Sunset said, standing up out of her chair.

“Ok. I just hope Starlight’s cooking taste better than the town ponies food.” Rouge said as the group head to Starlight’s place to eat.

It was only the Displaced, Sunset, Starlight, Sugar Belle and Night Glider who ate dinner at Starlight’s house. The food wasn’t cooked at all, most of it was berries, vegetables, and other uncooked foods.

“So, whose magic is stronger? Sunset or Starlight’s?” Peridot suddenly asked.

“Don’t know. Those two do have the same birth father so it hard to say.” Rouge said not sure of the answer.

“Well I say they are as equal as strong as each other and the rest of us unicorns of this town.” Sugar Belle said smiling.

“Yes, and Sunset’s Celestia’s personal student. She’s obviously stronger than I am.” Starlight said.

“What do you do here Starlight?” Peridot asked. “Not really equal to act as the mayor of a town.”

“Unfortunately I am the only one who knows how to use the Staff of Sameness, I don’t act as the town's leader though.” Starlight said, slightly nervous.

“You could alway teach one or all us in town to use it.” Night Glider said as Sugar Belle nodded in agreement.

“Doesn’t work like that.” Sunset started. “Her Cutie Mark was absorbed into it, making it so only she could use it.” She lied.

“Oh. That’s a shame. We could of use it to spread equality all over Equestria without needing to wait for ponies to come to our lovely town.” Sugar Belle said sadly with Night Glider just as sad.

“I’m planning to help that.” Sunset said. “Once Celestia is shown the error of her ways, she’ll make it a law to have our Cutie Marks removed. Once that’s done, Starlight can relinquish her power.”

“Really?” Both Night Glider and Sugar Belle said hopefully.

“That is very creepy.” Amy said moving her chair away a bit.

“Pika.” Pikachu said in agreement.

“Why are you two so excited?” Sunset asked.

“It because it’s a chance to bring perfect harmony to Equestria--” Sugar Belle said one part of the answer.

“--and it will make Starlight happy.” While Night Glider said the other part.

“We are willing to do anything to please Starlight even if that mean we go to other towns and ponies to come and join our perfect town.” Sugar Belle said.

Peridot leaned close to her sister. “I’m sensing an attraction…”

“That is because we both love Starlight just as much as the rest of the town.” Night Glider said.

“Moving on. So how are we going to get to the Crystal Empire Sunset?” Rouge asked Sunset.

“I’ve accommodated a train for you to take.” Starlight said. “You can take it in the morning. Night Glider, Sugar Belle and I will be joining you.”

“That’s unnecessary, Starlight. We can go to the Crystal Empire by ourselves.” Sunset said, not wanting Starlight to come.

“Nonsense. I know how to use a train and you don’t.” Starlight said, smirking as she placed her legs on the table. “I’ll be an asset, and so will Sugar Belle and Night Glider.”

“It’s true. We could help get more ponies to help you all by having join equality.” Sugar Belle said smiling at the idea.

“Plus Starlight could get the Prince and Princess of the Crystal Empire to help as well.” Night Glider suggested.

Sunset groaned, but got an idea. “I don’t think my associates would like that. You see, they have this thing against… Uh… Too many ponies in the group… Yeah...”

“Ok. If you change your mind let us know before you leave.” Night Glider said not losing her smile.

“That was easy. So where do we leave?” Amy asked Sunset just as Bunnie came out a rabbit hole.

“I am back. So what I miss?” Bunnie asked.

“Nothing much just Amy asking Sunset on when are we going to the Crystal Empire.” Rouge said as Bunnie nodded.

“We leave tomorrow.” Sunset said, arms crossed.

“Great. I need a rest with all the love making I had with Sugarlich and the rest of his mares.” Bunnie said with a goofy smile.

“You tell any more of that love making and I will pay that Pervy Lich a visit and pound him with my hammer.” Amy said with an annoyed blush.

“That reminds me…” Peridot trailed off, looking at Rouge. “We never did that thing.”

“We can do that tonight.” Rouge said with a blush.

Starlight cleared her throat as Sunset prepared the train. “You should let us come.”

“Nope, going in a crowd is one sure way to get caught.” Sunset remarked quickly.

“You need me, I can equalize any threats. You told me the bimbo gun only changes females, I can change both and at the very least weaken them.” Starlight said seriously. “Plus, my magic in invaluable. I know for a fact you focus on black magic and the dark arts, I’m more diverse. I even know how to fly like a Pegasus and slow time, I can help.”

“I say let Starlight come but leave Sugar Belle and Night Glider behind. Have them go to a town to bring ponies to join Our Town or something.” Rouge suggested.

“Yeah we need as many powerful magic users we can get in our small group.” Bunnie said.

“We’ve got Rouge’s bimbo gun!” Sunset shouted.

“We can’t solve all our problems by shooting them. And besides, do you want to rule a world of bimboes?” Peridot said from her perch.

“Well ruling over dumb bimboes and males that will be too busy rutting them will be easy.” Rouge said.

“Maybe Starlight can stay in the train if things go south for us.” Amy Suggested.

“Fine, we’ll take her.” Sunset grumbled as she hopped on the train. Starlight smirked.

“Okay. Let me go tell the girls.” Starlight stated, before walking off.

“So once we get there. How are you going to get the thing you need to get Twilight see things that are not real?” Amy asked Sunset as she sat on one of the seats in the train.

“Simple, I’ll sneak in with Rouge and snatch it. I read a lot about how to get to it. Shouldn’t be difficult. Only thing I need is true hatred and magic to open the pathway, meaning most likely it hasn’t been touched since Spike saved the Crystal Empire.” Sunset said.

“Good for us and bad for them.” Rouge said while sitting next to Sunset.

“Do you need the rest us to keep the guards busy or have wander around the Empire?” Bunnie asked while also taking her seat.

“Both. Just keep the guards away from the palace.” Sunset said.

“Trixie can do that.” Trixie said with a grin and rubbing her hands together.

“Oh I can keep them away alright.” Amy said with evil look in her eyes.

“Good. So, it’s settled. Rouge and I’ll hit the palace, while the rest of you distract those morons.” Sunset said. “Don’t kill anyone though, I have a plan…”

“Would sending those peabrain morons to the hospital be ok?” Bunnie asked smirking.

“Sure, go ahead. But I think I have a way to get the Empire to help us.” Sunset smirked.

“The Crystal Heart?” Rouge asked.

“Yes…” Sunset smirked. “I’d hate for it to go missing…”
“That or get hit by a bimbo gun.” Rouge smirked back. “I would love to keep that crystal heart for myself.” She added.

“I don’t know what would happen if the Crystal Heart get shot at with the bimbo gun.” Amy said as she feel a chill down her spine.

“Sure, shoot it.” Sunset said. “I don’t care.”

“Ok. So where is Starlight? We this train going.” Rouge asked.

“She just went to tell the others were she’s going.” Sunset said exhaustedly.

“So let’s play cards until then.” Bunnie said as she gets out her deck of cards.

(Crystal Empire)

“So pretty.” Rouge said while looking at the Empire from just outside of the train with stars in eyes. “Do you think I could have this Empire once we take over Equestria?” She asked Sunset.

“Sure. I take Canterlot, so the Empire can be yours.” Sunset said calmly.

“Yay. You are the best Sunset.” Rouge said as she hugged Sunset happily.

“I guess I will have Ponyville.” Bunnie said while smiling at the idea.

“While I will have Manehatten. A girl got to have a version of the her home city.” Amy said as the group walked.

“Sure…” Sunset said. “What about you, Peridot?”

“Nah, I’m fine. Having a city or town would be hard for me.” Peridot replied.

“That’s why you will lackies doing some of the hard work for you.” Amy said to Peridot before turning to look at Sunset.

“I don’t see the point though.” Peridot muttered.

“Something up?” Sunset asked.

“Just wondering when do we start the grabbing the attention of guards?” Amy asked as she notice the crystal ponies are staying clear of the group.

“Soon.” Sunset pulled up her cloak’s hood and cast a spell that made her face become shrouded in darkness, with only two glowing gold orbs showing. “Head east of the empire and wait for smoke to rise. You’ll see.”

“You got it. Let’s go girls.” Bunnie said as she and the group head east of the empire while Rouge stay with Sunset.

“So what kind of fire do you have in mind?” Rouge asked Sunset while rubbing her hands together.

Sunset began to walk towards the palace. Thirty minutes later, she set three houses on fire with her magic. “The house kind...”

“Nice. Now shall get to the castle while the others keep the guards busy.” Rouge said as she took to the air a bit. “Because I want to get my hands on that Crystal Heart first before we rule Equestria.” She added grinning.

“Pika.” Pikachu said as he was still with the two.

Although Rouge couldn’t see, Sunset was grinning.

Just then notice four crystal guards are heading their way. Two of them are just so happen to be mares which put a evil smile on Rouge’s face as she got her Bimbo gun ready.

“Don’t Rouge… Get under my cloak.” Sunset ordered.

“Aw rats.” Rouge said disappointed as she went under Sunset’s cloak. “Would have been hot to watch.” She added.

“You can have fun under my cloak…” Sunset sighed. “Now hurry up.”

“Ok.” Rouge said as she shot the two mare guards from under the cloak. “Done.” She said.

“Rouge!” Sunset yelled. “What the hell did I tell you!?”

“You said I could have fun under your clock which I was in already.” Rouge said as she notice the bimbo guards are making out with the normal guards.

“I meant you could play with me if you wanted! I thought it could’ve been possible to get these ponies on our side!” Sunset hissed. “Plus, they’re here for the fire, not us… What were you thinking!?”

“Sorry.” Rouge said looking down. “I just wanted to at least shoot one or two guards.” She added as guards with rainclouds went pass by them.

“You shoot any woman who doesn’t work with us…” Sunset growled, then walked into an alleyway.

“I will save the gun for a last resort for the time being.” Rouge said as she put the gun away. “Can we get to the castle now?” She asked.

Wordlessly, Sunset teleported herself, Rouge and Pikachu into the palace.

“That works. So where in the castle are we?” Rouge asked while keeping an eye and ear out for guards.

“Second floor. We’re looking to see if anyone’s close… You know what? Go shoot Cadence, I’ll get the heart.” Sunset said.

“Are you sure?” Rouge asked Sunset unsure as get out her bimbo gun. “And how many times do you want me to shoot her with?” She asked.

“Ten.” Sunset said. “Full power.”

“Sweeeeet. A chance to supercharged my bimbo gun with all seven chaos emeralds. Plus ten times it must be my lucky day.” Rouge said giggling evilly as she flew up high. “Where do we meet after you are done with the heart and that door.” She asked.

“Just outside the Empire. And come here, there’s one more thing.” Sunset said.

“And what’s that?” Rouge asked Sunset as she got close to her. Sunset kissed Rouge on the lips briefly.

“If you only get Cadence and no more mares besides her,” Sunset winked as she used a spell on the Bimbo Gun. “I’ll do whatever you want for the next three nights~”

“Deal!” Rouge said shaking Sunset’s hand happily. “The next three nights are going to to be the best nights of your life.” She added with a wink.

“I hope not, there’s a lot more we could end up doing~” Sunset teased. “Meet ya there.”

“And I will catch you naked later.” Rouge said as she fly off to find Cadence.

Sunset sighed happily.

“Now if I were Cadence where would I be?” Rouge asked herself as she fly in the halls high enough so the guards won’t see her. As she rounded another corner she saw Shining Armour running out of from a pair huge doors. “Bingo. The Throne room.” She said as she fly in just before the doors closes. And right there sitting on a throne right below her was her prey Princess Cadence. “Bad time for the knight to leave his princess unprotected.” Rouge said as she took aim at Cadence with her bimbo gun.

“Please don’t…” Cadence said calmly. “I know you work for Sunset Shimmer… You don’t have to though, we can talk this out.”

“How do you know I work for Sunset?” Rouge asked confused but still aimed her gun at the princess of love. “If helping a hot mare like Sunset would lead to getting my revenge. Then I will do as I must.” She added as she quickly added the seven chaos emeralds to her gun.

“You misunderstand, Celestia didn’t imprison your sister!” Cadence said desperately. “My aunt wanted to help the Gems, but she was stopped. Celestia couldn’t tell me more, but she swears she never even met your sister. As for how I know, Celestia sent me a note with information she and Twilight gathered… Please, Sunset is using you, lying about things… How did you find your sister?”

“Oh really? Is that what your aunt told you and you believe her like the rest of her sheep that are her ponies? If she never met my sister then why did I find my sister and my two other friends gems cracked and trapped in a bubble right by Sunbutt’s old throne in the old castle in the Everfree Forest?” Rouge asked starting to get angry.

“By the time your sister arrived, Celestia had already moved to Canterlot after Nightmare Moon’s banishment… The bubbles were created by four beings of the same race. They called themselves the ‘Crystal Gems’.” Cadence said quickly. “P-please… My aunt and I had nothing to do with your sister…”

“LIES! And even if the Crystal Gems are here then they are my enemies too. And Sunset hasn’t been lying on she was mistreated by Celestia while her half sister was way more better because she is such a sheep.” Rouge yelled as she fired.

Cadence yelled in pain, before falling to her knees. “Sunset… Had a lust for power… You think… She’ll share that…? If you go down… This path, then… You’ll end up like… Sombra...”

“She well along with my sister and friends. After all she healed the cracks. And me ending up like that bastard Sombra? Yeah right. I am surprise you didn’t ask who was Sunset’s half sister.” Rouge said as she fried her bimbo gun at Cadence the second time. “Beside Sunbutt is getting for fucking with my sister and friends.” She added as she took a third shoot which made Cadence’s transformation to a mega bimbo a little quicker.

After seven more shots Cadence or Candy as she now call herself was sitting on the floor pleasuring herself for about ten minutes before Rouge ask her a question. “Now Candy. You wouldn’t mind if I took Crystal Heart would?” Rouge asked as Candy just stare at her confused.

“Like the what Heart? Like whatever you can totally have it.” Candy said smiling as she stands back up which made her K-cup breasts jiggle. “Like I am going to go totally rut Shiny, some guards and Twilight who is totally here right now.” She added as she walks to the door her ass and breasts jiggling all the way to the door which open to reveal Twilight.

“Cadence, wha-” Twilight cut herself off at seeing Rouge. “No… What are you doing here!?” She conjured a large purple seethrough buster sword in one hand.

“Just bruises here in the empire with Sunset and I think you need a hug. Wouldn’t you agree Candy?” Rouge asked Candy which she grab Twilight in a tight hug. Twilight used a sleeping spell on Candy, knocking her out.

“You bitch… You just can’t stop ruining my life!” Twilight’s eyes started to glow green as purple mist started appearing around them.

“Well that what you and Celestia get for hurting my sister. But I still surprised you are still Celestia’s sheep especially after how she mistreated your own flesh and blood while you were treated like a daughter to a Sun Princess who careless about her and you.” Rouge said while getting into a fighting stances.

“Wh-what?” Twilight raised an eyebrow.

“Didn’t Night Light even tell you that you got two half sisters?” Rouge said as she move a little to the window.

Twilight threw her sword, which impaled the ground near Rouge’s feet. “What do you me? Tell me!”

“I am saying Sunset Slimmer and a mare named Starlight Glimmer are your half sisters that theirs mothers have give birth to after your father had raped them.” Rouge said not bother about being nearly impaled.

Twilight shakily glared. “Y-you’re l-lying!”

“Am I? Just how well do you know you daddy’s past? Just what kind of secrets has he been keeping from you, your brother and even your mother?” Rouge asked as she get closer to the window. “Also what kind of secrets does Celestia have? Maybe she knows your father’s dirty secret. Or maybe she had him rape those mares in order to give birth to the one to be the next bearer of the element of magic. When you really think about it. It would explain why Sunset was never treated as fairly as she did you because she only see Sunset as a fail project.” She added almost at the window. “So you gotta ask yourself. What are you and your friends really to Celestia?” She asked.

Twilight was frozen. She didn’t know what to believe. “There’s no way in Equestria Celestia would lie t-to me!”

“Really? Just how well do you know Celestia? You do know she wears a mask to hide her true emotions. She is a master at telling lies that she can make them sound like she telling the turth.” Rouge said she got closer to the window. “Just how many secrets as she kept from you? She is just using you and friends as nothing more than tools to her. Tools that she can throw away when you and friends are no use to her.” She added.

“You’re wrong!” Twilight screamed, her magic rippling off her body. “She loves all of her subjects!”

“Even the ones she had ordered to kill someone before killing themselves?” Rouge asked. “I know this because I saw one kill a griffin before killing herself. Face it Twilight. Celestia is a snake in pony skin. And if she loves all of her subjects then where is the love to Sunset?” She asked as she open the window.

Twilight was paralyzed.

“Think about it Twilight. She made you into alicorn but not your friends. She is going to make you suffer by losing them by death of old age.” Rouge said.

Twilight fell to her knees, tears brimming in her eyes leaking out. “N-no…”

“Yes. Celestia just used your friends to mold you into her perfect puppet princess of friendship. She doesn’t care about your friends, your feelings or anyone else's. If she did care she would have stopped her sister from becoming Nightmare Moon all those years ago. She would have known the Cadence from the wedding was a fake or not if she cared.” Rouge said as she took to the air a bit.

Twilight began to sob. She couldn’t take this.

“But you don’t have to be her puppet your friends don’t have to be her tools.” Rouge said as she move out window a bit. “You could join us. Help us make Equestria great again.” She offered.

“Celestia maybe using me, but you’d do that and more.” Twilight said venomously.

“No I will not. I would treat you as an equal.” Rouge said offended.

“After you… Turned me into a bimbo…?” Twilight asked.

“You like someone that needed to loose end up and had a good laid.” Rouge said with a wink.

“Twilight…” Sunset said, walking into the room. “We can look for a way to fix that. Your friends can even be by your side. We’d fix the problems, we’d find better solutions…” Sunset added.

“Yes, problems like those ponies that call themself nobles.” Rouge said. Beside me turning your friends into bimbos was a good thing. It gave them the chance to show their true feelings to you.” She added.

“...” Twilight couldn’t say anything. She just knelt there, unresponsive.

“Twilight… Just think about it…” Sunset said, tossing the Crystal Heart to Rouge. “Let’s book it.”

“Ok. Get close to me Sunset.” Rouge said as she put out a chaos emerald as she notices Candy was starting to wake up. “Did you do the other thing Sunset?” She asked.

“I’m sorry… I forgot what that was…” Sunset giggled nervously.

“The door.” Rouge whisper in Sunset’s ear.

“Right… It was broken, but I got what I need.” Sunset said, before kissing Rouge on the lips.

Rouge blushed at the kiss as she use the chaos emerald to chaos control them both to outside of the castle just as Candy was fully awake.

“Like Hi Twily. Like how you get here?” Candy asked as she gave Twilight a hug.

“Ugh…” Twilight sighed, teleporting away.

“Ohh. Like are you playing hide and sexy seek? Like totally game on.” Candy said happily as she teleported after Twilight.

“So…” Sunset said. “What are you going to do with your time of power?”

“Well I am going to get rid of useless selfish nobles that are in the Crystal Empire. After that I will just wing it and hope for the best.” Rouge said while rubbing the Crystal Heart.

“I am going to make sure the rich ponies in Ponyville like Spoil Rich treat the less rich or not rich as equals.” Bunnie said.

“Same with Manehatten.” Amy said while they was in the train. “So what are you going to do with your power Sunset?” She asked Sunset.

“I meant… You won the bet…” Sunset said.

“Oh. That. Well when we get back home we are going to share a bed together. But for now this.” Rouge said as she hugs Sunset while kissing her on the lips.

To be continue.

Chapter 6

(Cloudsdale) (a day later)

“So who’s the pegasus are we going to meet Sunset?” Rouge asked while Bunnie is carrying Amy and Peridot is carrying Trixie.

“Me!” A light blue pegasus with yellow mane and eyes. “Lightning Dust!”

“Well that was quick as lightning.” Amy said blinking.

“I wonder what Sunset has planned with Lightning?” Bunnie whisper to Amy.

“Lightning, what a surprise. I wasn’t sure you’d meet us here what with your sister giving birth.” Sunset said.

“Surprise wanted me to.” Lightning said. “‘Sides, their kid’ll still be there.”

“Send her my regards.” Sunset gestured to her company. “These are Amy Rose, Bunnie Rabbot, Peridot, Rouge, and of course, Pikachu.”

“Pikachu.” Pikachu said while waving from on Sunset’s shoulder.

“You forgot about Trixie.” Trixie said Sunset annoyed.

“Hi.” Amy said.

“Howdy. It’s nice to meet you.” Bunnie said.

“Hello and nice outfit.” Rouge said while pointing to Lightning Dust’s Shadowbolt outfit.

“Thanks. Sunset made it to resist magic attacks.” Lightning said, smirking.

“What did Sunset offer you?” Peridot asked.

“To be in charge of the Wonderbolts replacements. The Shadowbolts.” Lightning smirked, but it faltered. “But, uh… I still haven’t… Y’know… Gotten any teammates…”

“Haven’t you asked anyone if they would like to join?” Amy asked.

“Kinda…” Lightning Dust said. “I asked a few people. There’s also the problem with keeping this secret.”

“They couldn’t keep it a secret.” Bunnie said with a deadpan.

“Have you try getting someone like Derpy or someone that is close to the bearers?” Rouge asked.

“How would that even be possible?” Lightning asked.

“Could use magic to help fix her eyes or something. Along with taking her into joining.” Rouge suggested.

“Whatever. I’m still looking.” Lightning Dust said. “Follow me to my place.”

“Lead the way.” Bunnie said as they follow Lightning Dust to her place.

Lightning Dust froze. “Holy shit…”

Meanwhile at the Changeling Hive.

Chrysalis had Carrot Top in her lap, her fingers playing with her newest wife. “You still have feelings for that wall eyed Pegasus?”

“Yes my Queen. She and I had been together for a long time after the divorce.” Carrot Top said with a sigh.

“Could it be a threat?” Chrysalis asked, feeling Carrot’s body up and down.

“No my Queen. She isn’t a threat.” Carrot Top as she moaned.

“I meant, would she be a threat to your loyalty?” The Changeling Queen asked again, licking the former Earth Ponies cheek.

“Of course not my Queen. We could alway add her to the hive or make her a broodmare or drain her.” Carrot Top suggested through moans of pleasure from Chrysalis’s licks.

“What do you want?” Chrysalis asked.

“Whatever you think is best for Derpy my Queen.” Carrot Top said as she rest her head on Chrysalis’s breasts.

“Hmm… Why don’t we have you dispose of her? You need your first meal besides me.” Chrysalis said, speeding her work up. “What do you say? Make it so she can’t walk… Abuse her as you have fun with her… Leave her quivering… Or silent~”

“I could have fun abusing her while draining her of her love. Would that do my Queen?” Carrot Top asked as she purred. “So how do we get her my Queen?” She asked.

“She’s already here… I just wanted to ask.” Chrysalis said. “Listen to our children, they’ll show you the way.”

“As you wish my Queen.” Carrot Top said as she got up and followed the voices of the other Changelings by hivemind to where Derpy is being held. When Carrot found her, she was on the ground, naked, and bruised.

“Hello Derpy.” Carrot Top as she enter the room while disguised as her old self.

“C-carrot…?” Derpy asked, trying to look around. It was hard since her good eye was swollen, and her right one was blindfolded. “I-is th-that y-you?”

“Of course it is me my goofy little pegasus.” Carrot Top said sweetly as she pick Derpy up and hug her very tight.

“O-oh C-c-Carrot… Wh-where a-a-are w-w-we?” Derpy asked, hugging Carrot back.

“Why we are in the Changeling hive.” Carrot Top said as she press down one of Derpy’s bruises while slowly draining her love.

“Wh-what?” Derpy asked, shaking. “What hive? Carrot, y-you’re scaring me…”

“Queen Chrysalis’s hive. And why should you be scared of me?” Carrot Top asked as she bit down on Derpy’s wing while pinching one of the pegasus’s nipples.

“A-ah! C-Carrot, what a-are you d-doing!?” Derpy moaning slightly.

“Just having fun with you.” Carrot Top said as she bite down on Derpy’s bruised flank with her changeling fangs as she drain more love.

“Ah! Please Carrot, th-that hurts…” Derpy’s eyes started to tear up. “P-please… I want to go h-home…”

“Not until I am finished with you.” Carrot Top said giggling as she slapped the spot where she had bitten while biting Derpy’s other flank. Derpy cried out in pain, tears flowing freely from her eyes.

“Carrot, stop! Please! You’re hurting me!” Derpy cried out.

“Hmm. Nope.” Carrot Top said as she slapped the other flank. “You know I could alway fix that eye problem of yours.” She added giggling evilly as her Changeling horn appeared.

“I… I thought you said… Said it wasn’t a problem… That you loved my eyes…” Derpy whimpered.

“Oh I do. It’s just I am going to make it not a problem to anypony else. I hope you like pirates.” Carrot Top said as her horn glowed as Derpy’s blindfolded eye was glowing as it was slowly being pull out.

Derpy’s other eye was mostly untouched, but the dark underlines meant she hadn’t been sleeping right. Tears flooded out of the eye, and the realization struck her.

“N-no… No! Please, oh Celestia and Luna, no!!! Please!!!” Derpy almost screamed as she begged. “Carrot, please! I’ll never fly again, just please don’t do this to me!”

“You never fly straight anyway. So what’s the difference?” Carrot Top said as she pulled on Derpy’s eye out even more as some blood was coming out.

“Please Carrot! Why would you do this!? I thought you loved me!” Derpy wailed in fear, trying to fight back with whatever little strength she had left. “J-just don’t! Please, I’ll do anything!”

“Then let me take your eye as I drain you of your love as my first meal.” Carrot Top said as the eye is out of Derpy but still connected as she drain more of Derpy’s love even quicker.

“Please!” Derpy shrieked in pain. “Please! Don’t take my eye! PLEASE!!!”

“How about no?” Carrot Top said as she disconnected Derpy’s eye while almost drained all of Derpy’s love.

Blood and gore gushed out of Derpy’s wound as she wailed in pain an agony. “I thought you loved me! I loved you!!!”

“Oh I do. Your love taste so good. So thank you for being my first meal as a newly converted Changeling.” Carrot Top said as she dropped her disguise as she completely drained all of Derpy’s love.

“I hate you… I hate you… I hate you… I hate you…” Derpy whispered as she fell backwards, blood still gushing.

“I know.” Carrot Top said as she covered Derpy’s bleeding eye hole with green slime as it harded. “There that should stop the bleeding.” She added.

Derpy just repeated those words over and over as Chrysalis came it, clapping slowly. “Wow, what a show~ What do you want to do with her now, darling~?”

“Hmm. We could just dump her in a town or make her into one the hive’s broodmares.” Carrot Top suggested.

“Have some more fun with her, my beautiful, then we’ll string her up in Ponyville~” Chrysalis said.

“Or we could dump her in Cloudsdale my Queen.” Carrot Top suggested.

“She is a pegasus… Okay, my dear. Have some fun with her, then we’ll dump her.” Chrysalis said, forcing Carrot into a kiss.

“As you wish my Queen.” Carrot Top as she moaned from the kiss before she started zapping Derpy a bit.

“Remember, she can be used for pleasure~ Get for feelings out of the way with a different kind of fun… But do break one of her arms.”

“Of course my Queen.” Carrot Top said as she use her magic to break Derpy’s left arm while she licked Derpy’s pussy as she heard a scream from inside her head which she took no notice of.

Derpy was sniveling weakly, still repeating her sentence.

“Hmm. I wonder what you look like with bat wings.” Carrot Top said as she use her magic to slowly and painfully change Derpy’s feather wings to bat wings.

Something sparked in Derpy, and the pegasus mare forced herself up and kissed Carrot Top.

“What the-?!” Carrot Top said as she was taken by surprise by the kiss. Derpy poured her soul into the kiss, a spark of love returning to her. Derpy sobbed into the kiss as she passed out from the pain.

“Huh? I guess my fun with you is over.” Carrot Top said as she pick up the now one eyed bat winged pegasus and take her to Cloudsdale with some changelings coming with to help her.

“So, what’re we gonna do with the retard?” One drone asked.

“We are going to string her up Cloudsdale for all to see.” Carrot Top said as they lifted the hive and took to the air.

Once they strung her up, one of the drones kicked her leg, resounding in a cracking sound, then bent her wing until it too snapped.

“Let’s go!” The drone shouted.

“Before somepony comes.” Carrot Top said as they fly off back to the hive all the while she keeps hearing a voice in her head.

(Meanwhile with Rouge and the gang)

“Holy shit…” Lightning Dust said, staring at the unconscious mare.

“Oh my god. Is-is that Derpy?” Amy asked out of horror of the state the mare was in.

“What? That retarded looking mare from Ponyville?” Trixie asked as she try not to throw up.

Sunset used her magic to teleport Derpy under her cloak. “Let’s hurry. Does anyone here know medical stuff?”

“Trixie has a med kit.” Trixie said as she pull out a small med kit.

“Okay… Let’s hurry up.” Sunset said as they raced to Lightning Dust’s house.

“There. Trixie has wrapped up all of her injures.” Trixie said as she finish banaged all of Derpy’s wounds.

“You know her?” Sunset asked Rouge.

“Not really but Trixie had seen her in Ponyville. The retarded eyes were hard to miss.” Trixie said with a sigh. “When she had two eyes.” She added as she points to Derpy’s eye hole that now had an eye patch.

“This is horrible… Who would’ve done this?” Peridot asked, shivering.

“Well judging by the green stuff that was in her eye hole. Trixie says it’s changelings.” Trixie said with a wince.

“So what do we do with her now?” Bunnie asked while looking at Derpy. “We can’t just leave her in this state.” She added.

“We’ll keep her here. Treat her wounds…” Sunset said. “We should have someone watch her… Any volunteers?”

“Pikachu.” Pikachu said waving his paw to volunteer.

“How about Lightning Dust watch Derpy.” Rouge suggested. Lightning Dust seemed to snap out of a trance and shouted.

“Yes!” Lightning cleared her throat, blushing. “I mean… Sure I’ll watch over her…”

“Well that take care of that. So what do we do now while treating Derpy?” Amy asked Sunset while not noticing someone was spying from the window.

“Maybe we should get some sleep. Peridot, watch the house.” Sunset said. “I’m heading to bed.”

“Yeah sleep sounds good right now. But you and I are sharing a bed Sunset.” Rouge said with a wink. Sunset kissed Rouge on the lips passionately.

“Of course~” Sunset said.

“Come on. Lets get to bed and maybe I might use the bimbo gun in a very low setting.” Rouge said as she head to the bedroom swaying her ass as she walks.

“Better not be permanent…” Sunset said, following the bat.

“At a very low setting and not charge by a Chaos Emerald no. It will just make you hotter.” Rouge said with a wink as they enter the bedroom. “I bet you will look even more cute with bigger tits and ass.” She added.

“And I’m not cute without the bimbo gun?” Sunset asked, walking with Rouge.

“You are very cute. I am just saying it will you even cuter then before.” Rouge said with a hug to Sunset.

“Well… What are you girls going to do?” Peridot asked.

“Well. I am just going to bed.” Bunnie said as Amy and Trixie nods in agreement as they head to bed as well.

“Pika.” Pikachu said as he rub his cheek on Peridot’s leg.

“Thanks buddy…” Peridot sighed. “I’m going outside… Okay?”

While this was happening. Tails, the one who was spying on them, took his leave and fly back to Angel Island that was not far from Cloudsdale.

“Go home Raven… And take tomorrow off…” Celestia said. The pale Earth Pony bowed before trotting off.

“So how was day count sister?” Luna asked her sister as she enter the throne room.

“Tiring… Stressful…” Celestia said, standing up stiffly. “Sunset’s been making big moves… And Blueblood’s been trying to handle it…”

“Who is Sunset again Sister and how is our selfish nethew handling it?” Luna asked with a raised eyebrow.

“Sunset… Was a mistake on my part. When I was trying to find the Element of Magic, I thought a young Unicorn with almost as much magic as Starswirl would be the key… I promised too much, and taught her in all the wrong ways.” Celestia sighed. “I suppose I over worked her. She was my student before Twilight. But when I finally figured out what I was doing, I found Twilight… Now Sunset’s using creatures from another world to attempt to overthrow me…”

“Creatures? Then why have not send guards after them and Sunset or at least Twilight and her friends? Surely they can help fix your mistake with Sunset.” Luna said not sounding pleased on how her sister handle teaching this Sunset.

“I’ve tried… But the creatures seem to have a way to… Distract both Guards and the Elements…” Celestia said. “They… Altered Twilight and her friends to become… Almost sex crazed individuals… I’m sorry I kept you in the dark, I just… Couldn’t bare pulling you into this… And Blueblood sent an assassin to Griffinstone…”

“It’s alright Sister. It would explains why Twilight and her friends are having such…..hot wet dreams like some other mares dreams I have come across.” Luna said with a blush as she try to hide the wet patch of her dress. “And what’s this about an assassin that Blueblood had sent?” She asked while trying not to think about those hot dreams.

“Luna, it’s okay…” Celestia said, understanding her sister's feelings. “Blueblood sent one of the Lunar assassins named Fangg Slain. She was experimented on by a scientist named Obsessive Force years ago…”

“You allowed this to happen to the mare? Where is Fangg Slain now?” Luna said not happy about one of their ponies being experimented on.

“You think I allowed a poor mare to suffer?” Celestia glared at Luna. “I’m so glad my little sister thinks so lowly of me… What next, are you going to assume I tell ponies to murder each other?”

“No I am not assuming anything. I just wonder why we even need an assassin let alone having them experimented on.” Luna said putting her hands up to defend herself. “Also I notice Cadence has been having wet dreams as well.” She added as an afterthought.

“I heard she was altered too… And Fangg was never used. She was an emergency in case the Changelings returned.” Celestia said. “I’m afraid we can’t stop Sunset in her quest…”

“What happen to Fangg did she come back from Griffonstone?” Luna asked. “I think I will try to find and stop Sunset.” She added.

“Fangg… Didn’t make it… Blueblood order her to… Self terminate after the mission was completed…” Celestia said weakly. “I’m sorry Luna… I just heard the news five hours ago…”

“What!? Why isn’t that foolish colt behind bars for giving such an order?” Luna asked angry at what their netherw had done.

“I’ve stripped him of his title… But I can’t legally arrest him on ordering somepony who doesn’t exist to… Kill themself…”

“Doesn’t exist?” Luna asked in disbelieved.

“She was presumed dead… I wanted to protect her…” Celestia said. “Can we talk about this later Luna…? I’m tired…”

“Fine sister. But know that I am not happy about this.” Luna said as she went off to do her night duties.

“Luna!” Celestia called out desperately.

“What sister?” Luna asked as she stop walking and turn around to look at her sister.

“I didn’t intend for this to happen… I was desperate to get you back… Too desperate…” Celestia said weakly. “I mistreated Sunset, and I live with that guilt every day.”

“Well was having me back worth Sunset’s mistreatment or have everypony think Fangg was dead so nopony would miss her?” Luna asked glaring. “Was Twilight and her friends just a means to get me back as well?” She asked.

“No…” Celestia said hollowly. “After Sunset, I wanted to be a better teacher… There are no bad students, only bad teachers… So I changed my ways. Luna… I just want to fix this… And I don’t want to lose you in the process…” Celestia began to tremble.

“Calm yourself sister. I am not going anywhere. But right now I need to deal with some nightmares and trouble dreams.” Luna said calming her sister down a bit. “As well as seen some more….hot wet dreams” She added with a blush as her wet patch is showing more.

“Okay Luna… Tell me if you need anything.” Celestia said. “I just… Can’t bare to lose you again…”

“I know sister and I will be fine for tonight.” Luna said with a smile as she walked off to do her duties. Celestia felt hollow.

“What am I doing…?” She asked herself as she went to her bedroom. “There’s no escape… I’m either going to be killed… Or worse… Would anypony care…?”

……… No……...

The next day Discord was knocking on Fluttershy’s door, looking extremely excited. “Oh Fluuuuuuuttershy~!”

Answering door was not Fluttershy but her pet bunny Angel who was glaring at Discord.

“Oh, it’s you… Well, I’ll have you know I have no intention to hurt you this time around. I feel more in the mood to not use any magic. You know, live like an Earth Pony!” Discord said. “I also think it’s unhealthy to keep this rivalry of ours so foul. So here!” Discord snapped his fingers to create a plate of Angel’s favorite food.

Angel looked at the plate with a big grin as he gave Discord a note before started to eat the food. Only for him to start breathing out fire as he run to get some water.

Discord took the note as he laughed and read it.

Like Dear Discord.

I will be like at Twilight’s place for totally fun time. I will be totally back to feed my animals like later.

Love Flutters.

“Too many likes even for me.” Discord said. He then tapped his chin. “If I feed the animals, Fluttershy would be happy, and then she might hug me! Best plan ever!” Discord snapped his talon and all the animals were fed. “Hug from Fluttershy here I come! Eek!” Discord teleported to outside the treehouse. He then knocked on the door.

“Like hello Discord.” Said Flutters as she open the door which made her huge naked breasts jiggle from the movement.

“Oh…” Discord covered his eyes. “Fluttershy! What in Faust’s name are you doing!?”

“Like answering the door silly.” Flutters said with a giggle and doing a sexy pose.

“Fluttershy… You’re top half is exposed!” Discord used his magic to cover the shy pegasus up. “I go away on a mission and come back to find you… I don’t even know what’s happening!”

“Like me and my other friends along with some other mares that came back from a train ride are totally having some fun bimbo sex time.” Flutter said with another sexy pose.

“... What…?” Discord’s face went red.

“Like you totally heard her.” Pinkie said as she walk up to them naked and doing a sexy pose.

“Discord, I’m so sorry about this.” Rarity said, taking some kind of pill. “We were attacked by a bat lady who… Did stuff you us. It lasts as long as we’re aroused.”

“... Who…?” Discord asked darkly. “Who’d do this to my- to Fluttershy!?”

“Like some bat lady name Rouge silly.” Jackie said as she came into view followed by a bimbo Bon Bon and Vinyl. The last pony was hugging Meowth.

“Hey whoever you are. Be a pal and get me out of this hug.” Meowth said trying to get of the hug. Discord snapped his fingers and Meowth was on top of the draconequus head.

“I’ll make her pay…” Discord growled.

“Like would you like come and have sex with us? I would love to have taste of your totally chaotic cock.” Flutters asked with a purred follow by the other bimbos along with Dashie who had entered the room.

“Fluttershy, please don’t…” Discord said with a sigh, trying his hardest not to.

“Or we can like just cuddle.” Flutter suggested while Dashie notices Spike was trying to take Rarity’s pills.

“Spike, why’re you here!?” Rarity screamed.

“What? Somepony need to keep this place clean from all of the lovemaking.” Spike said as Dashie took Rarity’s pills before flying out the door that was left open by Meowth.

“Curse you Dash! Twilight’s going to be furious!” Rarity screamed.

Discord choked. “M-m-maybe I could… Fine.” Discord teleported himself with Fluttershy.

“Like come and get them back Rares.” Dashie said with a wink before flying away.

“Thank you Dashie.” Spike said quietly. Rarity chased Dash as best she could.

Discord appeared in his place with Fluttershy. “I can’t resist cuddles…”

“Then like let’s start cuddling.” Flutters said as she hugged Discord with her huge breasts press against Discord’s body. The spirit of chaos blushed.

“Uh… Fluttershy, d-do… Will you remember this a-after you turn b-back…?”

“Like no. I only remember this when I am totally in my bimbo state like I am right now.” Flutter said as she cuddle tighter.

“Then… Nevermind.” Discord said. “The bed is up on the ceiling.”

“Then like let’s get up there silly.” Flutter said giggling as she fly up to the bed.

“How long does it take for you to return to normal?” Discord asked.

“Like until I cum totally a couple of times.” Flutter said purring as she took her clothes off. “Like what are you waiting for big boy?” She asked.

“I’m not going to take advantage of my friend, no matter how much I like you.” Discord said. “Though I suppose I could give you a toy.” Discord summoned a dildo. “Use that, it’s about as real as… well, the real thing…”

“Oooh. Give me.” Flutters said staring at the dildo like it was a very rare gem or animal.

“Just tell it what to do.” Discord created a sticky note and placed it on the door. “This is for when you return to normal… Uh, have fun...”

“Like I totally will.” Flutters said grabbing the dildo. “Make me cum.” Flutters said as the dildo went in Flutters’s pussy and start sending huge waves of pleasure into her body which made her moan like a mad mare.

Discord was glad there was no sound in this room and he started to dirty the dishes. He thought about what he was going to tell Fluttershy when she woke up.

Rarity gave up and laid down outside the library. She had Cheerilee come over to watch the mares in the library.

“Couldn’t catch her huh?” Spike asked Rarity as he came out of library where some of the mares are having fun with Cheerilee.

“Yes… What on earth is going on in there?” Rarity asked.

“They are having fun with Cheerilee.” Spike said with shrug.

“Help!” Cheerilee shouted. Rarity got up to go see what was happening.

“Uh… Are you sure that’s a good idea?” Spike asked Rarity with his fingers crossed behind his back.

“Why? Cheerilee needs help.” Rarity said.

“I am sure she can handle it herself. But we can go and check anyway.” Spike said as he open the door for Rarity. Cheerilee was only in her underwear as she fell out of the library. “Close it! Close it!”

Rarity bucked it closed. “Good heavens! Darling are you okay!?”

“I… I think so…” Cheerilee shuddered. “It’s worse than I thought…”

“Like look like somepony had fun.” Dashie said from a nearby cloud. “Did you like have in there?” She asked Cheerilee with a purr.

“D-Dash…” Rarity said, slowly getting affected. “S-Spike’s here…”

“Like so what? He is been like watching all the lovemaking in the library.” Dashie said with a wink.

“Damn it!” Rarity screamed in rage. “Twilight’s going to kill me!”

“Not if you don’t tell her she won’t.” Spike said as he touch Rarity’s expanding ass.

“Spike!” Rarity yelped. “Like, what- Graaaggghhhrr!!!”

“Like he is helping you along Rares.” Dashie said giggling.

“Uh… Guys, stop.” Cheerilee said.

“Why?” Spike asked as he notice Rarity’s shirt was ripping from her expanding breasts. “It’s a good show.” He added.

“Spikey, p-please…” Rarity’s head fogged up.

“I have been waiting for a chance to have some really good fun time with you.” Spike said grinning from ear to ear Rarity is almost a bimbo again.

“Wh-why Spikey…?” Rarity asked, barely in control.

“Because I really like you and wanted to have a good time with you in bed but never got the chance until that bat lady show up.” Spike said as he gives Rarity a hug.

“Wh-why w-w-would y-you d-d-do th-th-this t-to…” Rarity’s bimbo self finally took control. Cheerilee had somehow gotten her clothes and got away.

“Like where are you going dear?” Rares said as she catch Cheerilee in her magic before she had gotten out of view.

“Yeah. Like the party's just starting.” Dashie said with a purr.

“Let me go! You’ve got dozens of ponies you can use! Why me!?” Cheerilee cried.

“Like true. But we totally don’t have a hot teacher to have sex with us dear.” Rares said has she brings Cheerilee back into the library with Spike and Dashie.

“No! D-don’t! S-Spike, t-tell them! You have Rarity, please!” Cheerilee shouted.

“Yes I do have Rarity but the others have you.” Spike said grinning evilly as he took Rares to a different room while Dashie and the rest of the bimbos all pounces on Cheerilee.

“NOOO!!!”

(Displaced)

“How is Derpy doing?” Amy asked Lightning Dust as the others enter the room from the bedrooms.

“She’s breathing steadily now, so that’s god.” Lightning replied, staring at Derpy’s face.

“I hope she get better soon.” Bunnie said feeling sorry for the pegasus.

“So what is our next move Sunset?” Rouge asked Sunset while hugging her.

“Well… We’re here to sabotage the weather. I’ll take care of that though

“Would you like to have someone come with you?” Rouge asked as she kiss Sunset on her cheek.

“Nah… I love you and all, but you’re a loose canon.” Sunset said, kissing Rouge back as she sat down, placing the bat in her lap and holding her close. “Plus, it’s dangerous if you don’t know your way around~” Sunset snuck her hand into Rouge’s pants.

“Oh yes. Maybe some of us can watch the weather factory from a far. Just in case things go south.” Rouge said with a little moan of pleasure.

“Sorry babe, I’m going solo for this one… And I always worked better alone.” Sunset said, teasing Rouge.

“Ok hot babe. Just be careful.” Rouge said as she teased Sunset back.

“Get a room you two.” Bunnie said with a laugh.

“Like you and Asphyxious did?” Peridot asked with a deadpan.

“Uh...Shut up.” Bunnie said with a blush.

“Maybe she needs someone full time~” Sunset teased.

“Don’t you have a factory to sabotage right now?” Bunnie asked Sunset while her face was even redded.

“I’ve got an hour… Why don’t you try dating?” Sunset asked, grinning.

“I will think about it ok.” Bunnie said her face bright red.

“Hehe.” Amy was giggling at this.

“... I just realized Starlight isn’t here…” Sunset said.

“Was she still at the train or is wondering around Cloudsdales?” Amy asked as she just realized as well.

“Yeah… I think she got off the train but I forgot her when Lightning arrived.

“Oh well. I guess she can find her own way back to her town.” Rouge said as she kiss Sunset again. “Right now shall we have spend the next hour making out?” She asked Sunset.

“How can I say no? Hey Amy, Bunnie, mind going out to look for Star and Peri?” Sunset asked, picking Rouge up.

“Sure thing.” Amy said as she and Bunnie went out the room to look for Peri and the other unicorn as Sunset and Rouge made out.

“You know… You could be my queen~” Sunset cooed, before attacking Rouge’s neck with kisses and love bites.

“Oh yes. That sounds good to me.” Rouge cooed back and kissed Sunset’s horn.

“I’ve never felt so close to someone like I am you.” Sunset said, holding Rouge as close

“Well I guess I am the first to give you lots of love.” Rouge said holding Sunset just as close.

“You’re the first to give me any love…” Sunset said, before increasing her kissing along Rouge’s chest after they reached their room.

“Oooh yes. Then I am going to give you as much love as I can.” Rouge said as she kissed Sunset’s ears down to her neck.

“That I’m sure of~” Sunset replied, groaning in pleasure. “Once you’re ready, I want to marry you.”

“Ready for what?” Rouge asked as she licked Sunset’s neck.

“Once you feel like you’re ready for marriage.” Sunset said. “I know it’s a bit sudden… And maybe a bit creepy… But I just… I don’t want to be away from you, and I want to be closer… But I also want you to be ready. I’ll wait five years if that’s how long it takes.” Sunset laid Rouge on the bed. “... I’m not coming on too strong… Am I?”

“No. You are just fine with me. Maybe when we take over Equestria we can have a huge wedding much bigger than the princess of love’s wedding.” Rouge said lovingly to Sunset.

“Whatever my princess of bimbos wants~” Sunset teased. She then started nibbling on Rouge’s ear lightly.

“Hehe. Princess of Bimbos, eh? That does have a nice ring to it.” Rouge said while moaning in pleasure. “So what kind of Princess of Queen do you want to be?” She asked Sunset.

“Hmm…” Sunset tapped her chin. “I think the Princess/Queen of… Fire… And you~”

“Of hotness.” Rouge suggested.

“Hotness? I like that one~” Sunset said, trailing her lips on Rouge’s, but not kissing. “I’ll be the Queen of Hotness, and you’ll be my loyal wife~ Right~?”

“Of course Sunset.” Rouge said kissing Sunset. “Plus my sister and our friends could be the new nobles to replace the selfish ones.” She suggested.

“Sounds like a plan~” Sunset said. “I wish I had more time to spend with you…”

“We could do more after you had damage that factory.” Rouge suggested with a kissed to Sunset’s breasts.

“Hey Rouge…?” Sunset asked. “How much do you love me…?”

“Like I would beat up an army or two for you. Kind of like I would do for my sister special after she had lost her memory the first time.” Rouge said hugging Sunset close.

Sunset caressed Rouge’s back. “... I’d do the same…”

“Thanks.” Rouge said as the two continue hugging until Sunset needed to go.

“I’ll be back shortly.” Sunset pecked Rouge on the lips. “Keep the bed warm~”

“Of course Sunset. Now go have a storming good time at the factory.” Rouge joked as she kissed back.

“Love you.” Sunset said before teleporting.

“Love you too.” Rouge said as she went to have a nap for a bit.

“Do you really love her? Or is that just a means to an end?” Peridot asked, walking in.

“I really do love her sis just as much as I love you.” Rouge said giving her sister a loving hug.

(Half an hour later)

Sunset limped out of the factory, blood covering her cloak. She couldn’t feel her hand, it was most likely broken. She was getting close to Lightning Dust’s place, a spear having gone through both her leg and stomach. The later as her own fault, teleporting into a spear was a mistake on her own part.

Sunset used her dark magic to restore her injuries and disintegrating the weapons. The pain was still there, but the wounds were gone. She knocked on the door.

“I-It’s m-me, S-Sunset…”

“Sunset? What happen to you?” Amy asked as she was the one to open the door.

“Security w-was worse th-than anticipated…” Sunset said, walking in and hanging her cloak on a hanger. “D’you find…”

“How worse was it?” Amy asked while noticing the blood that is on Sunset. “Did you manage to break the factory?” She asked.

“I did…” Sunset winced as she sat down in a chair. “But there were Royal Guards everywhere… Got me good…”

“I guess next time we will go together.” Amy said as she help Sunset to the bedroom.

“Rouge is gonna be pissed…” Sunset groaned.

“What the hell happen to you?!” Rouge asked while looking at Sunset with worry. “Who did this to you?” She asked again as she check for any wounds.

“Some guards, I’ll be fine though…” Sunset said. “I healed my injuries, there are only some scars.”

“Did you hurt them back?” Rouge asked as she hugged Sunset lovingly.

“Yeah, they’re hurt.” Sunset said, kissing Rouge. “They just surprised me…”

“I am just glad you came back alive and that’s all that matters right now.” Rouge said happily. “So is there going to be big storms all over Equestria or something?” She asked.

“Weather is gonna be unpredictable for the next month, I’d say Celestia is gonna have a lot more concerning things to worry about…” Sunset smiled. “C-could you… y’know, sleep with me?”

“Sure thing.” Rouge said while only wearing her bra and panties and was sitting on the bed.

Sunset closed the door, smirking. “I suppose this is my reward?” The unicorn striped until she was only wearing panties and sat next to Rouge. “So,, are we sleeping or are we sleeping?”

“Sleeping and hugging.” Rouge said smirking back as she hugged Sunset as they fell asleep.

To be continued.

Chapter 7

(Discord’s Cottage)

“Agh…..My head..Did I get turned on again?” Fluttershy asked herself as she got out of bed and look around. “Where am I?” She asked again not knowing the answer as she founds an note and read it.

Dear Fluttershy, I’m sorry about taking you to my place. First off, you’ll notice you’re… You know, covered in cum. Don’t worry, it wasn’t me, I gave you a toy. I’ll be in the kitchen preparing some food.

PS: I fed the animals.

PPS: There’s a pair of clothes on the floor.

Fluttershy blush after reading the note as she quickly cleaned herself and get dressed and head to the kitchen to find Discord dirtying the dishes… And female…

“Party rock!” She sang.

“Uh...Discord?” Fluttershy called out shyly to Discord as she saw staring at the female Discord’s ass.

“Oh! Uh… Sorry, I just felt like being female for a bit.” Discord said. “I was actually female for half my rule… Haven’t used this me in awhile.”

“You look….very nice.” Fluttershy said as she stare at the female Discord’s breasts with a small blush.

“Why thank you. You look lovely as ever.” Discord said, smiling as she pulled out a sandwich. “Celestia wants me to go over to talk about that brat that attacked you. I heard it only works on women, so I’m trying to… You know, get my character ready. Haven’t been a lady in a long time.”

“That’s nice.” Fluttershy said still staring at Discord’s breasts as a wet patch appeared on her dress.

“Something wrong Fluttershy?” Discord asked. “What are you staring at?”

“Oh I am fine it-it just you got a nice pair of breasts hot stuff.” Fluttershy said as her wet patch is more noticeable along with her breasts are expanding.

“Fluttershy, you’re changing! But h-how!?” Discord became distressed.

“Oh No. I got turned on again. Me and my friends can become bimbos again when we get turned on.” Fluttershy said as she slip her hand into her panties and started pleasuring herself which made change go quicker as her clothes are rip off of her.

Discord’s face went red and her nether regions got wet.

“And I kind of like being a bimbo.” Fluttershy said right before her bimbo self took over. “Like you look hot as a mare.” Flutters said smiling.

Discord was taken aback. “R… Really?”

“Like totally. You like look totally hot right now.” Flutters purred her answer to Discord.

“D-do you… L-like this form a l-lot?” Discord asked weakly.

“Like I totally do. It like totally suit you better than your stallion form.” Flutters said with a wink. Discord couldn’t help herself, she grabbed Fluttershy and kissed her on the lips.

(Less Than A Month Later: Ponyville [Summer Sun Celebration])

“So the Summer Sun Celebration has finally come.” Bunnie said as the group is right outside of Ponyville near the Everfree Forest.

“It’s not the only thing!” Lapis Lazuli laughed. Her and Jasper had restored by the time the others returned.

Sunset groaned. She was holding Rouge up by her ass. “Okay, I get it, you think this is funny…”

“She thinks everything’s funny…” Jasper sighed.

“Like if I say pudding to her?” Amy asked Jasper.

“Pfft!” Lapis snickered.

“Yep…” Jasper groaned.

“Ok. So it won’t be long until those plundervines start causing trouble and capture the two princesses so we got to be ready.” Rouge said.

“Lightning, Derpy, Starlight and the Griffons are in place.” Sunset said.

“Plundervines… Sounds like Plumber vines!” Lapis snickered, before Jasper whacked her over the head.

“Lapis, focus, this is important.” Rouge said to Lapis before turning to Sunset. “Is the spell for the Plundervines that will make Twilight join us ready yet?” She asked Sunset.

“Spell is set.” Sunset said, smiling. “And the Changelings are also in place. I think we’re ready.”

“Good. When both sun and moon are both in the sky at the same time is when we strike.” Rouge said just as both sun and moon appeared ten minutes later.

“That it?” Lapis asked.

“Yeah… I think so…” Jasper looked to Rouge. “So… What am I supposed to do?”

“If any guards that gets in our way you get to help smashing them with Amy and Bunnie.” Rouge said to Jasper.

Lapis stretched. “Well, I see no water, so I’ll just be going.”

“There’s a lake nearby plus the clouds has some water in them.” Amy said with a deadpan. “You could help by keeping the ponies that aren’t indoors or put out fires.” She added.

“Fine…” Lapis sighed.

“I’ll go get ready for Twily.” Sunset said, kissing Rouge.

“And we will get to catch her friends.” Rouge said kissing Sunset back. “Maybe we could give Applejack to the Changelings as a reward for helping us.” She added.

“And maybe we can let Twilight have Rainbow once she is on our side.” Bunnie said as she cracked her knuckles.

“Hey Amy, don’t forget to say goodbye to Lapis!” Sunset said, before teleporting away.

“Ok.” Amy said before turning to Lapis. “See you later Lapis.” She said to Lapis with a wink.

“Uh… Y-yeah… Maybe we can spend the rest of the day after this together…” Lapis said with a blush.

“Sure I would like that. See yah.” Amy said as she heads off to get ready.

Lapis blushed and sighed dreamily.

“Ok. It’s time so let’s begin.” Rouge said just as the plundervines start appearing in Ponyville.

“Lead on.” Jasper said.

“Ok. Follow me.” Rouge said as she fly to Ponyville along with the others.

(Sweet Apple Arces)

Applejack was working on the farm tiredly. She tried to keep her mind off of things as best she could.

“So… That’s our offer?” Jasper asked.

“Yeah. She a hard working mare that I shot with my bimbo gun.” Rouge said to Jasper as they along with some changelings walk up right behind Applejack.

“Wha-?” Applejack yelped, before bucking one of the drones in the face.

“Well long time no see Applejack. How are your fun time with the others mares doing?” Rouge asked grinning.

“We haven’t been, Twi came up with a pill that reduced our arousal to zero.” Applejack said, smirking. “And what kinda vermin is that?” Applejack pointed to Jasper, who glared.

“I would like you to meet Jasper. She is an old friend of mine.” Rouge said pointing to Jasper. “And these pills wouldn’t so happen to look like the ones I took from your pocket without you noticing?” She asked while holding a small bottle of pills.

“I still too-” Applejack was cut off after Jasper headbutted her, knocking her out..

“Huh. That was easy. Nice work Jasper.” Rouge said to Jasper impressed before she turn to the changelings that come with them. “She is all yours for your Queen.” She said to the changelings which they nodded and went to place Applejack into a cocoon.

“Is that it?” Jasper asked.

“For one of Twilight’s friends yes. So let’s go and see how the others are doing.” Rouge said as her group left the farm with the changelings carrying a cocooned Applejack.

“What’re we gonna do with ‘em?” Jasper asked.

“Well the changelings can do whatever they want with Applejack as for the rest of Twilight’s friends well….we will think of something once we rule Equestria.” Rouge said with a shrug.

“So where are we going?”

“Sugarcube Corner.” Rouge said simple as the gingerbread house just come into view. “We are going Pinkie Pie next.” She added.

“Do what to Pinkie?”

“Don’t know. Maybe Peridot got some ideas to do with her.” Rouge said with a shrug. “Got any idea Sis?” She asked Peridot.

“Perhaps…” Peridot said, obviously hiding something behind her back.

“What you got there Peridot?” Bunnie asked Peridot.

“You’ll see~” Peridot grinned.

“Is that… What I think it is…?” Jasper asked, and Peridot nodded.

“Well whatever it is. It going to be good for us.” Rouge said as they enter Sugarcube Corner.

“Welcome to… Oh it’s you. And you got a new friends.” Pinkie said as she take a closer to Jasper.

“This is Jasper. Now be a good pony and let us catch you.” Rouge said.

“How about no.” Pinkie said as she gets out her party cannon.

Peridot pulled an odd gem, which took the form of a young girl. She seemed dizzy.

“Kae Centipeetle, that pink mare is yours~” Peridot smirked.

“M-mine?” The girl asked. Her gem was slightly cracked, most likely through the same way as the other gems. The girl limped and stumbled towards Pinkie, before tackling the party mare.

“He-hey. Mind getting off me? I haven’t taken my pill yet today.” Pinkie said as she was pinned on the ground by Kae Centipeetle. “You are cute though. Want to be friends?” She asked.

“S-sure…” Centipeetle said, hugging Pinkie close to her.

“Tell her to do something…” Peridot whispered to Rouge.

“Who Pinkie or Centipeetle?” Rouge whispered back to her sister.

“Centi, she takes orders really easily. Tell her to do something to Pinkie.” Peridot replied as Centipeetle gave Pinkie her pills.

“Ok. Centipeetle. Capture Pinkie with a tight hug.” Rouge ordered Centipeetle. Centipeetle did so.

“Wow… I thought you’d make them have sex… Good to know you’ve matured.” Jasper said.

“Oh that will come later once we complete our mission. So come on Rarity is next.” Rouge said as the group head out of Sugarcube Corner with Centipeetle is carrying Pinkie in a hug while also tickling her.

“You’re f-f-fuuunn-n-n.” Centipeetle said to Pinkie.

“That’s the surprise. I found Centipeetle in the castle.” Peridot said.

“It’s a good find Sis. It makes holding Pinkie easy.” Rouge said as they reach the boutique as she open the door.

They heard moaning from inside.

“Well… Sounds like Rarity’s with Spike…” Jasper said, blushing.

“Spike must’ve gotten Rarity into her bimbo state and having sex with her.” Rouge said as she follow the sounds of moaning to Rarity’s bedroom. “So who want to knock out the love birds?” She asked.

“Why do we need to? They’re distracted.” Jasper said, trying to ignore Centipeetle as she nuzzled Pinkie.

“True.” Rouge said as she turn to look at two changelings that aren’t carrying Applejack’s cocoon. “You two stand by this door and wait to capture the two inside once they finished having sex.” She ordered the two changelings which they obeyed.

“Who next?” Peridot asked.

“Hmm. I say we go for Fluttershy next then Rainbow Dash.” Rouge said as they exit the boutique.

“Uh… I haven’t seen Fluttershy since we left for the Griffon Empire.” Peridot said. “Let’s just get Rainbow.”

Twilight Sparkle was in the Everfree Forest. She wasn’t sure what to do though, the Elements of Harmony were missing, and she had no way to defend herself from the vines, and her magic was steadily depleting.

She arrived at the Tree of Harmony. “What am I going to do…?”

“Why not put the Elements into the tree?” Sunset asked, walking out of the shadows, holding/wearing the elements.

“Give those here Sunset! The plundervines ar-” Twilight was cut off by Sunset, who tossed the Elements in her hands onto the floor.

“Okay.” Sunset said, shrugging. “I don’t want my home invaded by vines.”

Twilight was confused, but quickly placed the Elements into the tree. The last Element was the Element of Magic, which Sunset tossed to Twilight. The purple Alicorn caught it, but was shocked when a plunder vine stabbed her in the chest.

“Ouch… Bet that hurts…” Sunset said, smirking. “I hope you’re okay sis, the vines know they're in danger.”

Twilight felt the vines digging into her. She whimpered, tears streaming down her face.

“I bet none of your friends will care that you’re gone… Such a shame, really. They seemed nice, but their lust took over.” Sunset smiled, watching as Twilight cried out for her friends. “I don’t even think Spike cares anymore… He’s focussed on using Rarity… Man you raised him horribly.”

Twilight sobbed as she felt the vines curl around her heart and horn. Agony was not even close to how she felt.

Sunset looked on with an evil smile as she used her dark magic to finish the spell. The Element of Magic was placed in the tree, and the vines disappeared into Twilight, who slumped to the ground.

Something else happened though. A light went to the grinning Sunset, who took it. A pair of wings appeared on her back, demonic in nature and look.

Celestia and Luna were finally free.

“W-we’re free? Luna asked as she woke up. To her shock and horror, she saw Celestia with two bloody stumps where her wings once were. “TIA!” She yelled running over to her sister as she try to heal her.

“Hahahahahahaha!” Sunset laughed. “The spell actually worked! I’ve become an Alicorn! I knew it was my destiny...”

“WHAT HAVE YOU DONE TO MY SISTER!?” Luna yelled with her royal canterlot voice.

“Oh-hohoho~ I took her Alicornhood!” Sunset said, then frowned. “I can’t feel my knew wings…” Sunset started panicking, but soon calmed down. She then walked over to Luna and Celestia, used her magic to shove Luna away, then stomped Celestia’s horn off.

Celestia woke up screaming, but Sunset kicked her head, knocking her out.

“Leave my sister alone you monster!” Luna shouted as she got back up weakly.

“If I’m the monster, then your sister is Frankenstein.” Sunset said, picking up Celestia’s horn. “You know, Unicorn horns always fascinated me… Even after they’ve been disconnected, they still have their full power… They also have a link with other body parts.” Sunset used the magic on her wings, before spreading them. “Ahh… Hey, does this mean you’re the Queen?”

“It’s still Princess. I still can’t believe my sister own mistakes had cause another pony to become a monster.” Luna said glaring at Sunset while thinking about when she became Nightmare Moon.

“It wasn’t Celestia. It was that mirror she showed me… I saw myself with wings and a horn, I felt the power. That’s why she didn’t change her ways with me. I learned dark magic. And she was terrified.”

“My sister was never good at teaching. Maybe if she treated you better. This wouldn’t of happen.” Luna said as she got into a fight stance.

Sunset laughed. “You actually think you can stop destiny? If I was going to lose, I wouldn’t have been able to corrupt little Twilight. I wouldn't have been able to rip your stupid sisters horn off and steal her power.

“What have you done to Twilight?!” Luna demanded as she notice where Twilight was laying on the ground, blood pooling from her chest.

She started laughing as she got up slowly. Luna saw Twilight’s eyes glowing blue and purple slitted.

“I’m not Twilight anymore… For I. Am. TWIVINE SPARKLE!!!” Twilight shouted, before laughing like Nightmare Moon.

“N-no. N-not Twilight.” Luna said in shock and terror as she back away in fear.

“That’s right… I’m not… Not anymore~” Twivine said, smiling insanely.

“The mare you knew is gone, Luna… Twivine’s all that’s left.” Sunset said. “I think Celly’s bleeding out.”

“TIA!” Luna cried out as she to use her magic to stop her sister from bleeding out. “Please Sunset. Please help me save my sister.” She begged.

“Heheheh… Nah, I want to see how you’ll take her death~” Sunset said as she and Twivine took off.

“No! Please! I-I will do anything! Just please save my sister.” Luna begged while tears came out of her eyes like rivers.

“Anything~” Sunset asked, returning.

“Anything just name it you could even turn me into a bimbo for all I care just please save her.” Luna begged.

“Give up your magic and surrender yourself to whatever I say.” Sunset said, smiling sickly.

“Of course just please save her. I don’t know what I will do without sister. She’s the only family beside Cadence I have left.” Luna said crying over her sister.

Sunset blocked the wound with her magic. She then pulled out a magic nullifier ring. “Put this on.”

“Ye-yes of course.” Luna said as she put the ring on her horn.

Twivine walked over and pulled Luna up. “Follow us.”

“Yeah, Celestia is still gonna need a doctor. Once we’re secure, we’ll send a doctor over to her.” Sunset said.

“Of course.” Luna said simple as pick up her sister carefully.

“Leave her.” Sunset said. “I’ll have a Changeling bring her to Ponyville.”

“Ok.” Luna said as she obeyed.

“Let’s go, and don’t try anything.” Sunset said as she took flight.

“Ok.” Luna said as she followed Sunset and Twivine.

“Rainbow’s down!” Peridot yelled.

“I got her.” Bunnie said as she grab Rainbow while she was laying on the ground after getting by Amy’s hammer.

“Let me go!” Rainbow demanded while to get free from Bunnie but failed.

“And that’s all of them.” Rouge said smiling that they had captured all of Twilight’s friends.

“Now we wait for Sunset to come back.” Amy said as she sat on a knocked out Fluttershy.

“You don’t have to wait long…” Sunset said as she came into view.

“Hello Sunset. Nice new pair of wings and I see your part of the plan has work.” Rouge said as she notice Twivine was with Sunset and a sad Luna.

“Twilight? Sweet Celestia what happen to you?!” Rainbow asked in shock at seeing Twivine.

“Twilight is no more… I am-” Twivine cut herself off and ran into the bushes to puke.

Sunset stared at Twivine for a second before showing Celestia’s horn off. “I got a new wand~ And it’s made from Alicorn horn!”

“What have you done with the Princess?!” Rainbow demanded at Sunset while struggling in Bunnie’s grip.

Sunset patted Twivine’s back. “I stole her wings and horn… Changelings, go get Celestia and bring her to the hospital.”

“Nice work Sunset. Revenge and Equestria is now ours.” Rouge said happily has she hugged Sunset.

“You creeps won’t get away with this!” Rainbow said in rage.

“Is Twivine alright?” Amy asked Sunset.

“Yeah, the vines just got into her stomach.” Sunset said as Twivine moved away.

“I am Twivine Sparkle!” Twivine finally proclaimed. “I shall destro-” Twivine went back to the bush and vomited again.

“Something tells Trixie that is going to be a running gag for sometime.” Trixie said while blinking at the scene.

“What did you do to Twilight this time?!” Rainbow demanded still in rage.

“I corrupted her with the plundervines…” Sunset said slowly.

“When I get free from this rabbit. You are so going to be sorry!” Rainbow said struggling.

“Do you still love me?” Twivine asked, limping towards Rainbow. “You do still care about me… Right?”

“Of course I still love and care about you Twilight.” Rainbow said to Twivine sadly.

“Then why do you seem so… Disgusted with me?” Twivine asked, getting close to Dash’s face, her dark eyes piercing into the cyan pegasi’s soul.

“It-it-it’s what Sunset has done to you I-I-I am disgusted with. But I still love you.” Rainbow said with a little of fear and pleasure in her voice.

“Sunset has only freed me… I’m finally, truly, alive…” Twivine said, caressing Rainbow’s cheek. “What are you planning on doing with Rainbow…?”

“She’s all yours, sister.” Sunset said, crossing her arms.

“Yeah. Do whatever you want with her Twivine.” Rouge said grinning.

“Wh-what do you mean I am her’s?” Rainbow asked sounding a little panic and a little bit happy.

“It means you’re hers to do with as she pleases.” Sunset said, before she walked off.

Twivine grinned darkly. “Well then… I think I know what to do…” Twivine teleported herself and Rainbow away into Rainbow’s house. “Show me how much you love me…”

“O-ok H-Hot Twi.” Rainbow said as she start kissing Twivine on the lips while her breasts and ass began expanding again.

“You will never have sex with anyone else…” Twivine said darkly.

“O-of course Hot Twi.” Rainbow said as she grabbed Twivine’s ass as her hair grow longer and lighter as well as her mind is starting to fog.

“You’re my pet, mind, body, and soul…” Twivine said, using magic on Rainbow’s head. “You’re going to remember this… All of it… Strip.”

“Like ok Twily.” Dashie said as she take her clothes off which caused her huge breasts and ass to jiggle as she was now naked. “Anything else Mistress Twily?” She asked Twivine happily.

“Strip me… And savor it~” Twivine said, already starting to finger Dashie. “I want my face, my body, to be the only one you ever think of… I want you see every inch of me. I want you to make me want no one other than you~”

“Like ok Hot Mistress Twily.” Dashie said as she slowly take Twivine’s clothes off while looking and smelling every inch of Twivine’s body. “Like your totally the only mare for me. Now and totally forever.” She added with a moan.

“I am… Aren’t I?” Twivine said, speeding up. “Then why’d you have sex with others? Ponies who aren’t me...”

“Like you were like so busy and I totally needed to cum real bad but I alway think of you when I do.” Dashie said purring to Twivine.

Twivine’s eyes darkened as she pulled her fingers out. “So you’d sleep with a stallion… Another mare, if you need a quick cum… What an unloyal thing to do… From now on, you will not touch another living thing besides me… You will only talk to me… If I do not want to make you cum, you’ll wait months, years for when I feel like it. Understood?” Twivine demanded.

“Like crystal clear Mistress. I will like totally be your most loyal bimbo pet ever.” Dashie said happily.

A plundervine without any spikes crawled out of Twivine’s hip and penetrated Dashie’s pussy, before pumping into her.

“Oh… I believe you… Who were the mares and stallions you slept with~? And tell me how they pale in comparison to me~” Twivine said as she watched the vines pleasure Dashie.

“Like just some randoms stallions like Big Mac or Thunderlane who are totally sloppy at sex. Like for mares just our friends and some others mares that have been totally turn into bimbos but are bad at fingering a pussy and the Ponyville’ school teacher.” Dashie said while moaning from the vine into her pussy. “Like you are a goddess at fingering and bringing me pleasure Mistress.” She added.

As the vines pounded Dashies pussy, asshole and played with her breasts, Twivine stared into Dashie’s eyes. The pegasus saw that her mistress's eyes were lifeless… Dark and cold… Almost soulless…

“Like your eyes are totally lovely.” Dashie said moaning from all the pleasure she was getting from Twivine.

“You have my permission to cum…” Twivine said, smirking as she kissed along Rainbow’s jaw.

“Okkkkkay.” Dashie said as she cummed out a river on the ground and on one of Twivine’s vines. The vine pulled out of Dashie and hovered over Twivine’s face. Twivine then proceeded to lick the cum off of it.

“You taste lovely Dashie…” Twivine said, then lowered her head. She started licking and sucking on Dashie’s slit and clint as her hands groped the cyan breasts above her.

“Like thank you Mistress.” Dashie said moaning louder in pleasure. Dashie came two more times in Twivine’s mouth, before the corrupted mare let go of her pet.

“How do you feel, Dashie?” Twivine asked, staring Rainbow in the eyes again.

“Like I am totally on top of the world Mistress.” Dashie said staring into Twivine’s eyes with a goofy smile.

“How many more times can you go?” Twivine asked, fingering Dashie.

“Like as many times you want. My body is totally yours to do with as you please forever.” Dashie said happily moaning from the fingering.

“Of course~ You're all mine, Rainbow Dash… I’ll find a way to make you immortal… And then you can be mine… For eternity~ How does that sound?” Twivine used her magic to force Dashie over the edge again.

“Oooooooh yyyyyeeeesss! Like that’s the best thing ever. Totally like being immortal with you would make me like totally happy.” Dashie said as she cums again. Twivine forced Dashie to cum too more times, then started to lick Dashie. Dashie came one more time.

Twivine then went up to Dashie and summoned a pill. “I want your mind to be clear for this next one~”

“Like ok Mistress.” Dashie said as she took the pill which cleared her mind of the lust and her hair went back to normal but her breasts and ass remain huge.

“Hello Rainbow… How are you~?” Twivine sat on Rainbow’s throat, but not enough to choke her.

“I feel amazing Mistress Twi.” Rainbow said to Twivine with a small smile.

“So you really are loyal~” Twivine said, staring down at Rainbow. “I thought you’d put up a bit more of a fight…”

“Why would I fight you? You are still my best friend and Mistress even if your lifeless eyes scare me a little I still love you no matter what.” Rainbow said while staring into Twivine’s eyes.

“You’d abandon Equestria for me?” Twivine asked, closing the distance between their faces. “Abandon your dreams? Your home?”

“I would give up everything just to be with you forever.” Rainbow said with a bigger smile.

“Then be with me forever, my Rainbow~ Be my mare, my one bit of who I used to be.” Twivine said, kissing Rainbow. “Pleasure me~”

“You got it my Mistress Twi.” Rainbow said as she finger Twivine’s pussy with one hand and play with Twivine’s breasts with the other. “Does this please you Mistress?” She asked while licking Twivine’s neck.

“Y-yes~” Twivine moaned. “L-lick me~”

“As you wish.” Rainbow said as she started licking Twivine’s pussy.

Twivine moaned quietly. “Why do you love me so much?”

“Because you are hot, you are smart and a little funny. You look so cute when you have your little panic attack on the small things Celestia has you for to do.” Rainbow said as she lick deeper into Twivine’s pussy.

Twivine groaned as her hands felt up and down Rainbow’s body. “I love you because of your body~ I love you because you’re brave, loyal, and amazing~ You’re strong, you’re fun, and you. Are.. PERFECT…” Twivine’s groans turned into paintings.

“Thanks Mistress and you are goddess level perfect.” Rainbow said licking even deeper.

“I’m so c-close Dash~!” Twivine moaned in a high pitch that sounded like she used to.

“I will keep on licking Mistress.” Rainbow said as she went even deeper than before.

Twivine came all over Rainbow’s face. She then fell backward onto Dash’s body. Twivine rolled off of Rainbow and hugged her side, legs ensnaring the pegasi’s left leg and arms trapping Rainbow’s upper half.

“I’m going to tear your pussy apart~” Twivine said, licking Rainbow’s nipples. “Tomorrow I’m marrying you~ My love...”

“Really? That would make the most happiest mare in all of Equestria- no the world.” Rainbow said while moaning.

“Good… Because you’re not getting away from me~” Twivine said, forcing another orgasm inside Rainbow. “Till death do we part…”

“That’s good. I would go nuts if I am not with you.” Rainbow said as she lick up all of Twivine’s cum.

“Then it’s a good thing we’ll never be apart~” Twivine said, still hugging Dash as she started to drift off to sleep. “Have fun with me… And never leave me…”

“No worries Mistress. We will be together forever.” Rainbow said as she went to sleep next her Mistress Twivine.

(At the Hive)

“Wakey wakey~” Chrysalis cooed, caressing her hand across Applejack’s stomach and lowering to the farmers slit.

“Uhhh… What the-” Applejack yelp at the feeling of a dick on her stomach. “T-tarnation…?”

“She’s awake Carrot~” Chrysalis cooed.

“Well it’s about time she wakes my Queen.” Carrot Top said as she was wearing Applejack’s hat.

“C-Carrot Top!?” Applejack yelped. “What the hell’re ya doin!?”

“She’s helping me prep you for brooding.” Chrysalis said.

“Wh-what’s b-brooding…?” Applejack asked fearfully.

“We are going to be placing lots and lots of Changeling eggs inside you.” Carrot Top said while poking Applejack’s belly. “Plus your bimbo side will help the eggs along and feed the Hive.” She added evilly.

“But we’ll need to… Adjust you… This cock is bigger than a normal stallion, you see.” Chrysalis said, “And the cocoon did it’s work, so there’s only one thing to do…” Chrysalis pushed Applejack onto the floor haphazardly, and stood up. The changeling queen made the ground turn into a swollen hill. She then dragged Applejack onto it, making her turn over onto her stomach.

“Wh-what are ya gonna do t-to me…?” Applejack asked.

“Of Applejack… I’m going to make you suffer for what you did to me.” Chrysalis started stroking her erection. “This won’t be pleasurable for you~ Carrot, can you help me~?”

“Of course my Queen.” Carrot Top said as she pin Applejack down by her arms.

Applejack started to turn into a bimbo from the sound of Chrysalis’ moans, but was able to weaken her arousal by thinking about other things.

“Oh yes… This’ll be fun~” Chrysalis moaned. “Make her lick you out Carrot~”

“With pleasure my Queen.” Carrot Top said as she place her pussy right up to Applejack’s mouth which was forcing her to start licking. Applejack started to cry when Chrysalis thrusted until there was no more of Applejack’s pussy untouched. But that wasn’t the worst part…

The worst part was Chrysalis continuing. AJ screamed in pain as Chrysalis thrusted again, ripping her apart on the inside. The dick tore into her egg and Chrysalis hilted her until she came. The farmers pussy leaked out tremendous amounts of blood as millions of seeds filled her, and her insides started to change.

Applejack wailed into Carrot’s pussy, tears falling down her face.

“Oooh yes. That feels so good.” Carrot Top said while moaning in pleasure Applejack’s crying into her pussy.

Chrysalis pulled out as her dick vanished. “Not as good as watching you tormenting that retard~”

“Yeah when I pulled Derpy’s eye out it felt so good.” Carrot Top said with moan from remembering that while hearing that voice again.

“Maybe we can pay the little fucktard a visit~” Chrysalis said, spreading her legs to show off her slit. “Or maybe her daughter~”

“Oh. I say we go with her daughter next and maybe Applejack’s little sister too.” Carrot Top said evilly.

“Please! Don’t touch ma-” Applejack started but Chrysalis kicked her face, which spewed blood.

“Quiet maggot…” Chrysalis said, forcing Carrot’s head into her womanhood.

“Oooh Yes. That is nice.” Carrot Top said happily with a moan. “Maybe we could turn little Apple Bloom into a changeling.” She suggested.

“Perhaps~” Chrysalis said, picking Carrot up bridal style and setting her on the throne. She then dragged the still crying Applejack by her foot. She then sat down and made herself another dick. “Suck.”

Applejack obeyed, sucking on the Changeling Queen’s member. The farmer was surprised though, when Chrysalis forced her head down. She tasted blood. Her blood.

Chrysalis sighed, pleasuring Carrot Top who was in her lap as she thought. “So Sunset Shimmer wants to rule the world… Wants to rule me… We can’t let that happen, now can we, Carrot?”

“No we can’t my Queen. We could rid of her and her freaks. Or we could take Equestria by force.” Carrot Top suggested.

Chrysalis smiled darkly. “I have an idea~ Tomorrow we’ll meet with her… And then… I’ll take her heart…” Chrysalis said, fingering Carrot Top.

“That could work.” Carrot Top moaned her answer.

“After that, I’ll pose as her, and take whoever I want as a wife, and kill the rest.” Chrysalis chuckled darkly.

Sunset was squealing with Rouge in her arms. “Tomorrow we’ll meet with the order and take Canterlot by force! We’ve already won!” Sunset twirled while holding Rouge. “Centipeetle, go fuck Pinkie.”

“Yay!” Centipeetle squealed and hopped outside.

“Rouge… Thank you so much… Because of you this was possible.” Sunset said with happy tears in her eyes.

“Your welcome Sunset and it’s thanks to you that I got my revenge for my sister along with Jasper and Lapis.” Rouge said as she hug Sunset with happy tears too.

“So shall we rest up before we take Canterlot?” Amy asked Sunset.

“Of course… We can’t half ass things this close to victory.” Sunset said. “Everyone rest up.”

“Ok. So which noble do we want to get rid of first after we take Canterlot?” Bunnie asked as she gets into bed.

“I am thinking Blueblood. What do you think Sunset?” Rouge asked Sunset as she get’s in bed with her.

“It doesn’t matter… They’re all going to end up the same.” Sunset replied. “You all should go find a new place to sleep… Me and Rouge want some alone time.”

“Ok. I was thinking about of sleeping in Rarity’s place anyway. Plus free clothes.” Amy said as she, Bunnie and the others leave the to Rouge and Sunset.

“Now then. Let’s give your new Ailcornhood a test drive in bed.” Rouge said to Sunset with bedroom eyes.

“Top or bottom?” Sunset asked.

“Bottom.” Rouge said with a purr.

Centipeetle pushed Pinkie behind a bush. Pinkie was unaroused because Centipeetle helped her her take her pills before leaving the pastry store.

“Did I tell you my name?” Centipeetle asked, pinning Pinkie down.

“No you didn’t silly. So what is your name?” Pinkie asked with a giggle.

“Kayla Centipeetle.” Centipeetle said. Kayla then started to take Pinkie’s shirt off.

“Ohh. You are a cheeky one aren’t you.” Pinkie said with a small blush and a giggle.

“I was told to fuck you, which means to have sex with you.” Kayla said, tossing Pinkie’s shirt to the side and working on the Earth Ponies bra.

“But we haven’t gone on a date yet.” Pinkie said her face going redder and with a little bit of worry.

“I don’t know what a date is.” Centipeetle said, before finally getting the last piece of clothing on her top half.

“H-hey. Give that back. It’s cold out here.” Pinkie said now getting really worried.

Centipeetle took Pinkie’s shoes off and pulled the pink mare onto her leg and started taking Pinkie’s pants off. She surprised Pinkie with a kiss on her lips.

“N-no. I don’t want to have sex without my permission.” Pinkie said looking scared while being kissed.

Centipeetle tossed Pinkie’s pants away. “Then give me permission.” She then started to suck on Pinkie’s tits.

“W-well since I-I am not a bimbo right now. I-I suppose.” Pinkie said scared while she started moaning from the tit sucking.

“Great! This is going to make you my official girlfriend!” Kayla said, laying Pinkie down and pulling her panties down. “I mean, I would’ve done it either way.”

“I-I guess that could be fun to have you as a marefriend.” Pinkie said still scared but she has a small smile.

Kayla lowered her head to Pinkie’s pussy and started licking it deeply as her hands pinned Pinkie’s arms.

“Oh yes. That feels good.” Pinkie said with a moan. Kayla shoved her tongue as deep as possible and rapidly moved all over her walls, brushing her clint every now and then. “Oooh yes. Lick me more.” She added as she was starting to enjoy it.

Kayla continued, going deeper and deeper with her tongue, extending it beyond average. Kayla also felt wet. She started speeding up, using her strength to hit Pinkie’s G-spot hard.

“Hehe. I am getting close.” Pinkie said half enjoying it half scared.

Kayla let go of Pinkie’s arms to apply pressure to the mare’s clint and fondle her ass.

“Almost there.” Pinkie said as her hands went and grab Kayla’s ass right after she slaps them as well as her legs try to kick Kayla from out of fear.

Kayla started coughing as she got off of Pinkie and curled up.

“Ooops. Sorry.” Pinkie said as she went and hugged Kayla lovelingly.

“Wh-why’d you d-do th-that…?” Kayla whimpered.

“Sorry. My legs were the only part of me that was still in scared mode. Are you okay?” Pinkie asked still hugging.

“Y-yeah… What would it take to calm y-you down?” Kayla asked, warming up to the hug.

“You could finish me off or get me a nice cupcake.” Pinkie suggested to Kayla.

Kayla nodded, then started to finger Pinkie. “W-would y-y-you like t-to see m-me?”

“Of course we can silly. We are marefriends now right.” Pinkie said while she moan louder as she cummed.

Kayla pulled her fingers out. “Strip me.”

“Ok.” Pinkie said as she strip Kayla of her clothes. Once she was nude, she forced Pinkie down and climbed on top of her, her pussy hovering over Pinkie’s mouth.

“P-please…”

“Sure.” Pinkie said as she start licking. “You taste odd.” She added.

“What’s the problem...?” Kayla asked.

“No problem. I you just taste like something I haven’t tasted before.” Pinkie said licking Kayla even more. “I think it might be a type of chicken I haven’t tried yet.” She added.

“J-just kiss it~!” Kayla moaned. Which Pinkie did without saying a word as she kissed Kayla on the lips. Kayla pressed her pussy to Pinkie’s and started grinding them together.

“You are good at this.” Pinkie said after a moan before going back to kissing.

“Th-this is my f-first time~ A-and my f-first k-kiss~” Kayla replied, then returned to the kiss moaning.

“Really? Then you are a natural at this.” Pinkie said happily. “I should throw a party for this.” She added as she kiss.

After a bit, Kayla started to get close to her first climax.

“Just a little more.” Pinkie said as she played with Kayla’s breasts.

A few seconds later, Kayla came hard. She moaned loudly before falling on top of Pinkie.

“That was fun.” Pinkie said tiredly. Kayla didn’t stop though. She started licking Pinkie’s nipples and fingering her pussy violently.

“Oooh yes. You could stop now before I pass out from tiredness.” Pinkie said moaning.

“Then I’ll just wake you up~” Kayla said, biting Pinkie’s neck.

“Ouch! That hurts!” Pinkie yelped as she try to get Kayla to let go of her neck.

“I heard leaving a love bite marks your territory…” Kayla said, grinding her knee into Pinkie’s crotch.

“T-true but it still hurts.” Pinkie complained after a moaned while rubbing her neck.

After Pinkie came again, Kayla started kissing Pinkie again. She pulled out of it though. “Have you ever had a marefriend before?”

“Not until now I haven’t.” Pinkie answered kissing back. Kayla started groping Pinkie’s breasts.

“Do you love me?” Kayla asked.

“Sure. I love everyone that is my friend.” Pinkie said as she giggle at the groping.

“I mean love me… We aren’t friends.” Kayla said, grabbing Pinkie’s pussy violently and squeezing it.

“I know. We are marefriends that’s enough love for me to have sex with.” Pinkie said giggling.

“W-would you stay with me…?” Kayla asked, fingering Pinkie again.

“Oooh yes. Yes I will. We will make it a party for two.” Pinkie said moaning from the fingering.

“Yay!” Kayla squealed. She picked Pinkie up and started skipping through the woods. “You are mine and I will protect you and we shall make love for hours and one day make babies!”

“Yay! I love babies. I mean who doesn’t.” Pinkie said happily while forgetting about she was still naked.

They arrived at another watch tower which Kayla busted into. She ran up the stairs and dropped Pinkie onto her small bed. “This is where you and I’ll be sleeping!”

“Ok but where are you going to sleep?” Pinkie asked not bother about how small the bed is.

“With you~” Kayla slipped under the covers and pulled Pinkie under them too. She snuggled into Pinkie, making sure all of their private parts touched before falling asleep.

“Ok. Well good night Kayla.” Pinkie said as she fell asleep hugging Kayla like a teddy bear.

To be continue.

Chapter 8

(Next morning)

Sunset was sat on the edge of the bed, working on something.

“Good morning Sunset.” Rouge said with a yawn as she sat up from the bed to look at Sunset.

“Morning Rouge.” Sunset said, turning around with what she was working on behind her back.

“So what is our first move to taking Canterlot will be?” Rouge asked as she got her clothes on.

“Well… I was thinking we could talk about that later…” Sunset said, looking away with a blush. “Y-you see… Now that Equestria is technically ours… I was thinking…” Sunset shoved a small box in Rouge’s face and opened it, revealing a diamond ring. “To make this officialwillyoumarryme!?”

“Oh. Of course I will marry you.” Rouge said putting the ring on and hugged Sunset out of joy. Sunset nearly melted right then and there.

The door to the bedroom slammed open. “Guys! They’re her-” Jasper froze, seeing Sunset naked. The Alicorn screamed and hid under the covers.

“Who’s here Jasper?” Rouge asked Jasper while giggling at Sunset’s embarrassment.

“Our allies. Chrysalis, Starlight, Sombra, and Lightning Dust.” Jasper said. “They’re in Town Hall.”

Sunset Shimmer cleared her throat and used magic to summon her robes. “Right… You don’t have to come Rouge, I’ll use magic to call you if you don’t want to deal with this.”

“Oh but I want to come with you. Just in case something goes wrong.” Rouge said hugging Sunset lovingly.

“Oh okay…” Sunset said. “Just try to be professional.”

“Of course Sunset. Let’s go see them.”

Sunset kissed Rouge’s nose.

Twivine groaned as she woke up. Her stomach felt queasy. “D-dash…?”

“Yes Mistress Twi. Are you okay?” Rainbow asked as she woke up and rubbed Twivine’s back in concern.

“Wh-where’s the bathroom?” Twivine asked, getting up weakly.

“First door on the left down the hall.” Rainbow said Helping Twivine up.

Twivine rushed to the bathroom and burst in. She fell to her knees and started throwing up bile. “D-Dash!”

“Mistress! Do you need a doctor?” Rainbow asked as she enter the bathroom looking worried.

Twivine spat blood out of her mouth and stood up quickly, which made her fall backwards into the bathtub and hit her head. “D-Dash!” Twivine reached out to Rainbow weakly.

“Hold on Mistress! I will get you to the hospital in ten seconds flat.” Rainbow said as she carefully pick up Twivine.

“N-no!” Twivine shouted, feeling blood coming up her throat. She forced Dash into a kiss as the blood spewed out of her mouth. She pulled away from the kiss, her eyes looking like they did when she was Twilight. “Wh-why do you love me!?”

“Because you are the hottest most smartest mare I have ever saw.” Rainbow said not bother about the blood in her mouth.

“You sh-shouldn’t love me! I-I’ll hurt you!” Twivine’s said, eyes tearing up. “Kill me… B-before the vines kill you...”

“N-no I c-can’t do that. I love you too much I can’t kill you. Even if the vines kill me I will still be with you in spirit.” Rainbow said tearing up herself.

“If you really love m-me… You’d end my suffering…” Twivine screamed out, and her eyes glowed again. “S-sorry… I’m sick. C-could you put me in bed?”

“O-Of course Mistress Twi.” Rainbow said as she did as she was told. “Do you want me to get a doctor or Sunset to have a look at you?” Rainbow said crying a little.

“N-no… I’ll be fine… The vines inside of me are getting used to their new home…” Twivine said groaning. “Is there something that’d make my pet feel better?”

“Just to see you get better will make me happy Mistress.” Rainbow said giving Twivine a kiss. “Is there anything I could get you Mistress?” She asked.

“Maybe something for breakfast…” Twivine said. “And maybe a cuddle~”

“As you wish Mistress.” Rainbow said as she went and got Twivine some breakfast and then went and gave her a cuddle from behind. “Will this do Mistress?” She asked as her huge breasts press up against Twivine’s back and wings.

“Perfect… Just… Don’t leave me…” Twivine said, drifting off to sleep.

“As you wish Mistress. Call me when you need me.” Rainbow said as she left the room to let her Mistress sleep.

Chrysalis sat in a computer chair with Carrot Top in her lap. Sombra was sat in a crystal throne, Lightning was talking to Gilda and the Griffon General, while Starlight was talking to Sugar Belle and Night Glider.

“Soon…” The Changeling Queen said.

Sunset walked in through the doors with Rouge, Peridot, Trixie, Amy and Lapis Lazuli.

“Here they come.” Sugar Belle said to Starlight Happily.

“We’re almost done! We only have to take Canterlot and Equestria will fall!” Sunset said proudly.

“And how do we do that?” Chrysalis asked, smirking. “There’s still Luna...”

Sunset laughed. “Really? Bring her in!”

Jasper and Bunnie walked into the room and tossed an almost completely naked Luna into the center of the room. Chrysalis, Sombra and Starlight were blown away at this.

“Now on your knees and show our guess those naked knockers of yours.” Bunnie said to Luna which she obeyed and had a face that had been crying for hours.

“Sunset, what the hell!?” Starlight shouted angrily. “What have you done to her!? What’d she do?”

“I commend you Shimmer… Who knew you could be such a cold hearted monster~” Sombra said, smiling cruelly.

Sunset was taken aback. “Wh-what? Cold hearted!?”

“He does kinda have a point… I wanted to get back at the Wonderbolts, maybe dethrone Celestia after she sent my dad into a suicide mission, but this…” Lightning Dust said, looking disgusted.

Chrysalis whispered to Carrot. “This is looking better than I thought~”

“I know. It looks like we could add Luna to the hive my Queen.” Carrot Top whisper back while not noticing that Rouge could still hear them with her big bat ears.

“So what you suppose we do with Celestia and Luna after we dethrone them Lightning?” Amy asked Lightning.

“Maybe take over the Wonderbolts position.” Lightning said, looking at Luna sadly.

Chrysalis whispered something in Sombra’s ear that made him glare at Starlight. He got up and shot her with dark magic, making her cry out in pain and topple to the floor.

“STARLIGHT!!” Both Sugar Belle and Night Glider shouted and ran over to Starlight.

“What the fuck was that for?!” Bunnie asked Sombra out of surprise.

Sombra then shot Sunset’s eye, causing her to scream in pain as blood exploded outward.

“SUNSET!!!” Rouge yelled as she ran over to Sunset with a medkit from Trixie.

“I knew we shouldn’t have trusted Sombra and Chrysalis!” Amy shouted as she got out her hammer while Pikachu’s cheeks start sparking.

Before anything else happen… Something else happened… A few dozen ponies crashed into the building. Shining Armor being part of the attack, he sent a magical beam into Sombra.

“G-get the Crystal h-Heart…” Sunset hissed in pain as she got up. “I’ll take care of Chrysalis!”

“O-Ok Sunset. Be careful. I don’t want you to die before our wedding day.” Rouge said as she quickly ran to get the Crystal Heart while her sister and their friends fight the ponies, the Changeling Queen and a dark Tyrant.

“Princess, are you okay!?” An orange filly with a purple mane known as Scootaloo whispered. “Come with me...”

“Is my sister safe little Scoots?” Luna whispered back to Scootaloo.

“Yeah, she’s in surgery from what Captain Shining tells me.” Scootaloo replied. “Come on, while they’re distracted.”

“Ok.” Luna said as she got up just as Bunnie tackled both her and Scootaloo to the ground.

“Not so fast you two. You aren’t going anywhere.” Bunnie said as she pinned them down with her robotic limbs.

“Ah!” Scootaloo yelped, scared.

As that was happening, Sunset, Sombra, Shining and Chrysalis fought. Sunset was getting slower, and with her limited sight, gained several almost fatal injuries.

Shining actually tried helping Sunset, but he was too busy making sure he didn’t get hurt like the beacon haired Alicorn.

Sunset fell onto her ass, blood trickling down her body. Her clothes, once violet, orange, black, and more was now stained red. If it wasn’t for her new Alicorn body and dark magic, she’d have died minutes ago.

“Heheheh… Once I kill you, maybe I’ll take Rouge as one of my wives, just to make your afterlife eternal anguish…” Chrysalis cooed darkly.

Just as Chrysalis was about to say something else she was cut off when a portal open up above her and a human girl, a female anthro fox and a male robotic fox fell out and landed right on top of her.

“Ouch. That fucking hurt.” Complain the red headed girl as she got up.

“At least I landed on a something soft.” Said the robotic fox with a hook for a hand who was laying on Chrysalis’s breasts.

“Get. Off.” Chrysalis growled.

“Ok grumpy.” The Robotic fox said getting up follow by the Anthro fox.

“Oh great. We landed on a dumb bug.” The anthro fox said annoyed while rubbing the dirt off herself.

Chrysalis teleported behind Sunset and rammed her arm into the mare’s chest and through her heart. Sunset screamed, but that wasn’t the end. “When you get to hell, give everyone my regards…”

The Changeling queen cut Sunset’s head off and grabbed it by the hair.

Chrysalis kissed Sunset’s decapitated head as if for one final insult.

“Ohh. You should not have not done that infront of me.” The red headed girl said as Rouge had entered the room and stare at Sunset’s lifeless head in wide eyed shock.

“Look at it this way freak, now you can fuck even more losers…” Chrysalis said, playing with Sunset’s jae. “‘Hey Rouge, you’re a bitch and I never loved you.’ Hahahahaha!”

“Bitch you gone goof.” The anthro fox said as she notice the seven chaos emeralds are floating around Rouge with a dark aura while a look of pure rage was on Rouge’s face as her white hair turn black and her pink hearts on her clothes turn blood red.

Chrysalis kissed Sunset’s head, then spat on it. “Really Rouge… You could do so much better… And you’ll only replace her...”

Then in the blink of an eye Dark Super Rouge has her hands around Chrysalis’s neck very tight. “How fucking dare you…..HOW FUCKING DARE YOU!!!!!” Dark Super Rouge roared as she slammed Chrysalis to the ground up and down.

“Shit. Remind me never to get on her bad side Fiona.” Amy said to the anthro fox known as Fiona as the two watch Chrysalis is getting beaten to death by inrage bat.

“You leave my Queen alone Freak!” Carrot Top shouted as she flew to attack by was tackled an angry one eyed pegasus.

“Remember me bitch?” Derpy asked, before punching Carrot. “How do you like the pain!?” She pounded on Carrot’s face as her leg stomped on Carrot’s stomach.

“Argh!! Get off of me One Eye Derpy!” Carrot Top said while spitting out blood as she try to defend herself.

Derpy stomped on Carrot’s arm, where most of the holes were. “What’re you gonna do bug brain?”

“This.” Carrot Top said as she zapped Derpy’s leg with her magic. She was surprised though, when nothing happened.

“Shadowbolt suit. Magic doesn’t do shit~” Derpy then continued to beat the living shit out of Carrot.

Chrysalis though was getting a worse fate.

“YOU TOOK SOMEONE I LOVED AS MUCH AS MY OWN SISTER!! WE WERE GOING TO GET MARRIED! BUT YOU KILLED MY SUNSET!!!” Dark Super Rouge roared as she ripped Chrysalis’s left arm off. “SO NOW I AM GOING TO RIP YOU APART LIMB FROM LIMB!!!”” She added as she rip the other arm off.

Chrysalis screamed in pain. “Carrot! Help your queen!”

“I can’t my Queen! I am being pinned and beaten by Derpy!” Carrot Top Shouted as she was being beaten up.

Chrysalis looked Rouge directly in the eyes. “P-please, I’ll do anything!”

“I will try my Queen!” Carrot Top shouted as she fired a magic bolt at Dark Super Rouge but it bounce off of her and hit Shining Armour.

“Gah!” The stallion was sent through a wall.

“P-please s-s-spare m-me…” Chrysalis begged.

“LIKE YOU SPARED SUNSET?!” Dark Super Rouge roared her question as she ripped Chrysalis’s left leg off. “NO! YOU HAD THIS COMING FOR A LONG TIME! SO PREPARE TO DIE FOR YOUR BACKSTABBING SINS!!” She added as she ripped Chrysalis’s other leg off follow by her wings.

Chrysalis started sobbing uncontrollably.

“NOW! ANY LAST WORDS BEFORE I RIPPED YOUR HEAD OFF AND DO THE SAME THING YOU DID TO MY LOVES HEAD?” Dark Super Rouge asked as she has left hand on Chrysalis’s head while her right hand is on her body ready to pull.

“Carrot! Get out of he-” Chrysalis tried, but was cut off by Rouge as she ripped the Changeling Queen’s head off.

“MY QUEEN!! NOOOOO!!” Carrot Top shouted before she passed out from beatens she took from Derpy.

“WHO’S NEXT?!” Dark Super Rouge roared while looking for Sombra in the battle field but cannot find him.

“I think it’s time to leave!” Lightning Dust yelled. “There are too many!”

“NO! Not yet. You can take our injure to safely. The rest can keep fighting.” Dark Super Rouge ordered Lightning Dust. “I won’t let everything we worked so hard on fall apart because of a backstabbing bug and ponies that are still loyal to Sunbutt and Moonbutt ruin it.” She added.

Lightning Dust nodded and directed Night Glider and Sugar Belle to get Starlight out of the fight.

Scootaloo headbutted Bunnie as hard as she could.

“Ow! Son of a bitch! My nose hurt you little brat!” Bunnie yelled as she headbutted back at Scootaloo back which knock the filly out cold and she did the same thing to Luna just to be sure.

“Let them go and help us!” Jasper ordered.

“Ok. But we are taking these two with us when the fight is over.” Bunnie said as she got up and help the robotic fox in fighting a pegasus guard. “Plus it’s a change for me to fight along with my favourite fnaf character.” She added which made the fox blush.

“I hate you…” Jasper grumbled, but froze. A giant hand made out of water hovered above the fighters with Lapis on top. “I don’t think this fight is going to last much longer…”

“What the hell are you doing Lapis?!” Amy asked after she smashed a guard’s head in with her hammer and coming to Jasper’s aid.

“Finishing this fight.” Lapis said darkly as she let go of her grip. The giant hand crashed into everyone who was fighting, making those too weak from the fight to collapse, and those still standing to stop in their tracks. “This was never our goal! Canterlot is! Let’s go before any more casualties!”

“Whatever. Everyone get close to me so I can chaos control us to Canterlot!” Dark Super Rouge ordered everyone.

“Just one moment please.” The red headed girl said as she walk over to Shining Armour who was trying to get up. “Want to hear a secret?” She asked him sweetly.

“I don’t care…” Shining said. “Rouge already took everything from me… My wife, my sister, my home… So you can go shove it.”

“Oh. That is just plain rude. Any way the secret is this.” The girl said as she let out a scream at Shining Armour that was loud enough to make his head explode in a rain of blood and grey matter.

“Well look like you got wish on killing him Fluttershout.” Fiona said to the girl now known as Fluttershout who walk up to the group with a sweet smile to her face.

Lapis stared at the corpses unmoving.

“Ok is everybody close enough to me yet?” Dark Super Rouge asked while tapping her foot waiting.

“Yep!” Jasper said. “Wait. Lapis! Get over here!” Lapis was unresponsive.

“Ah hell. I will get her.” Bunnie said as she ran and pick up Lapis bridal style and ran back to group. “That’s everyone.” She added which Dark Super Rouge nodded before she had a quick look at Sunset’s horn that she pick up earlier.

“This one for you Sunset.” Dark Super Rouge with a tear on her face as she shouted. “CHAOS CONTROL!!” Her and everyone that was near her was teleported to Canterlot Castle.

The few guards that were there tried to charge them, but were taken out by Lightning Dust and Jasper.

“What now? Sunset’s gone, now we don’t have a leader.” Jasper said.

“I will be our new leader. I will carry on Sunset’s dream in ruling Equestria.” Rouge said as she turned back to normal as the Chaos Emerald went back inside the case that had just appeared. “Sunset would have wanted it that way.” She added as she saw and kicked a guard.

Lapis started sobbing as Peridot groaned in pain.

“Who are you?” The green gem asked the group of strangers.

“Oh right. My name is Fiona Fox.” Fiona answered Peridot’s question.

“I be Foxy the Pirate Fox.” The robotic fox now known as Foxy said with a bow before he hit a guard with his hook.

“And I am Fluttershout. It nice to meet you lot. Sorry about us dropping in uncall for. And we don’t have tokens yet.” Fluttershout said.

“You might’ve been able to save Sunset…” Peridot said, crossing her arms. “Rouge, are you okay? Is there any way I can assist?”

“Well excuse us for not knowing what the fuck was going on. We only just got drop into this world from our Equestria’s Tartarus.” Fiona said annoyed.

“If someone is covered in blood, you help them.” Peridot grumbled. “Not to mention Twivine’s gonna be pissed you killed her brother…”

“It’s alright Sis. As long as they [a]go back to their world they will be safe from Twivine. Plus I am not sure if Twivine would care about brother death or not.” Rouge said sadly.

“But the question is how me and my friends was brought here without being summoned with a token.” Fluttershout said to Rouge and Peridot.

“I don’t know.” Peridot stated.

“I could answer that.” Said a little human boy with blonde hair with it braided on his right shoulder and wearing greenish clothes and a mask that only covers the right side of his face who was sitting on Celestia’s throne. “I was the one who brought you three here in my friend’s and another Displacer’s Equestria.” He said with a chuckle.

“You? A character from Yu-Gi-Oh Zexal?” Fluttershout asked in surprise.

“Why? There’s no point.” Peridot asked, still ignoring Lapis.

“But there is a point. Fluttershout and friends was need to be set free from Tartarus and my friend Jade the Cat and the other Displacer’s displaces which is you lot needed a little back up. So it’s a win win.” The Boy said chuckling. “Oh and my name is Vetrix. You lot may know me from that anime Fluttershout had said I was from.” He added grinning.

“Uh..Thanks I guess.” Rouge said.

“They didn’t help us! They just killed Shining Armor, the incompetent captain.” Peridot said, glaring. “They were useless.”

“And help fight the guards. They may be useless but numbers can be a problem.” Vetrix said.

“We had it. They didn’t even fight much.” Peridot said. “Besides, we had a few griffons with us… Okay, so they “helped” us, now take them back. We’ve got things to do.”

“And that’s why I am here to collect them. A Changeling Queen by the name of Honeycomb and a friend of mine is needing them to help take out their world’s Chrysalis and her hive anyway.” Vetrix said as he open portal right below Fluttershout and her friends.

“NOT AGAIN!!” The three displaces shouted before they fell in and the portal closed right after Vetrix jump in.

“I’ll go clear out the castle. Lightning Dust, Bunnie, Gilda, Derpy come and help me.” Jasper said. “Mind helping Lapis Amy?”

“Sure thing Jasper.” Amy said to Jasper as she went to Lapis. “Come on. Let’s get you to a bed.” She said to Lapis helping walk down the hall of the castle to find a bed.

“Peridot, take Luna and Scootaloo and… Well, watch them.” Jasper ordered again, Which Peridot obliged. “What are you gonna do Rouge?”

“I am going to prepare a speech to our new subjects. As well as planning to get rid of the useless Nobles like Blueblood.” Rouge said as she Sunset’s horn like a wand to bring a spare crown form Celestia’s throne to place on her head. “Speaking of which. Could you go deal with Celestia at the hospital and bring me Carrot Top?” She asked Jasper.

“When you say ‘deal with Celestia’, what does that entail?” Jasper asked.
“She is a loose end Jasper. Make it look like the Doctors failed to save her.” Rouge said to Jasper darkly.

“You expect me to do that?” Jasper asked. “I’m not a killer. And neither are you. Chrysalis is one thing. And what about Carrot?”

“It will be as simple as giving her the wrong pills. As for Carrot. I still believe the Changelings can continue to be of use. Since Carrot Top is well… there new Queen and I can simply use a mind control spell from Sunset’s spell books on the bug.” Rouge said to Jasper. “I just want to make sure Celestia and Luna can’t take Equestria back after all the hard work Sunset and the rest of us have done to get it.” She added while looking at the ring that’s on her finger with tears in her eyes.

“Rouge… Celestia doesn’t have wings or horn… There’s nothing she can do.” Jasper said. “If you want Celestia to die, don’t ask me to… And don’t lose yourself.”

“Ok. If you don’t want to do it. Then that’s fine. I could sent Lightning Dust to do the deed. And you could Derpy to bring Carrot Top to me. I won’t lose myself… I just got a void in my heart where Sunset use to be and I just have to move on for her sake.” Rouge said wiping the tears off her face.

“You know Peridot’s there for you…” Jasper said, leaving the room.

“Ya also got Luna you can use.” Gilda said.

“I know she is there for me and with Luna it’s not the same. I could make her into a super mega bimbo so she can be my sex toy.” Rouge said to Gilda sadly.

“She can just be your sex toy. She’s already big.” Gilda said. “Besides, why make her like it? Celestia, in a way, killed Sunset. Why don’t you make Luna miserable?”

“Making her into a bimbo would be the kindest I could do to her since she is victim of her sister’s carelessness in the past.” Rouge said to Gilda.

“Okay… I’ll be here if ya need me boss.” Gilda got up and walked off.

Peridot groaned as she worked on adjusting the bimbo gun, tuning it. Luna was tied up on the bed behind her and Trixie tied Scootaloo up on the ceiling. Gilda walked in and whispered to Peridot something.

“Wha- Where am I?” Luna asked as she wake up and finding herself all tied up.

“I thought you’d recognise your room. Sorry for taking your only remaining clothing away.” Peridot said. “I’m Peridot.” Peridot stood up as Gilda left.
“I know who you are. My sister met you and the other two gem freaks over a 1,000 years ago.” Luna said to Peridot with a glare.

“You shouldn’t step out of bounds… You’re in my care, meaning I’m your host.” Peridot said. “Can you not glare? I lost my almost sister-in-law.”

“And my sister is in the hospital, Twilight has been corrupted and Cadence has been made into a …...bimbo.” Luna said still glaring but with a blush and her pussy is a little bit wet.

“Your sister isn’t in the hospital.” Peridot said, looking over notes. “The doctors did all they could.”

“N-no. It can’t be. M-m-my sister can’t be dead.” Luna said with tears in her eyes.

“I’m afraid so. If you need me for comfort, that’s what I’m here for. Whatever you need.” Peridot said. “I’m basically your caretaker.”

“Th-Then use that weapon on me at full power and with over 100 shots. I rather be a bimbo for the rest of my life.” Luna said crying.

“As you wish.” Peridot said, taking the bimbo gun. “Are you sure?”

“Yes I am sure. I just don’t feel anything but pleasure.” Luna said stare at the bimbo gun head on.

Peridot fired the bimbo gun one hundred times.

“Hehehehe. Did it totally work?” Lulu asked happily as she moans from the ropes pressing down on her very huge breasts and ass.

“Oh my.” Trixie said her face is redder than Big Mac.

“You want her Trixie?” Peridot asked.

“M-maybe Mistress Peridot.” Trixie said as she slowly take her clothes off.

“Why not both of you can totally have me?” Lulu said her pussy is dripping on the bed.

“I’ve got other things to worry about, like upgrading the bimbo gun.” Peridot said. “And why would you want me?”

“Hehehe. I am not picky. I will have sex with anypony.” Lulu said with a wink as a naked Trixie start to finger her which made moan like a madmare.

“Besides that. Why are you upgrading that thing?” Trixie asked Peridot as Lulu cumed on her hand.

“Because I’m trying not to think about Sunset’s death…” Peridot said. “And I want to give something to my sister.”

“Yeah. Trixie will miss Sunset too.” Trixie said sadly while playing with Lulu’s very huge breasts. “There’s always that mirror Trixie had read about.” She added.

“Write that down, maybe we can use it.” Peridot stated. “What to do with the orange filly…”

“You could test the upgrades on her.” Trixie suggested as she write down what she knows about the mirror with her magic while still playing with Lulu.

Peridot shot the bimbo gun at Scootaloo, which made her fall onto Luna and start growing.

“Well… They grow up so fast…” Peridot said. Scootaloo ended up as a young adult on top of Luna.

“Awww. She soooo cute and sexy.” Lulu purred at Scootaloo.

“Well. Now we can make her friends into adults now.” Trixie said as she stop playing with Lulu to stare at Scootaloo.

“I suppose… Untie Luna.” Peridot said.

“Like please call me Lulu. Luna is totally not a bimbo name.” Lulu said as Trixie untied her.

“So do you want to have a go on Lulu to take your mind off things?” Trixie asked Peridot as she retie Scootaloo with more rope.

“No…” Peridot said. “Maybe later…”

“Well if you totally excuse me. There is a lot of ponies for me to totally rut their brains out.” Lulu said as she left the room her breasts and ass jiggling all the way.

“Should we stop her?” Trixie asked not bothering to put her clothes on.

“Lulu, Scootaloo wants you.” Peridot said.

“Really?” Lulu asked as she came back room and hug Scootaloo.

Scootaloo woke up, but before she could freak out Peridot pressed a few buttons on the bimbo gun.

“I love you!” Scootaloo sputtered. “I’ve always liked you! Ever since I first met you!”

“Awwww. That is so sweet of you Scoots.” Lulu said as she kiss Scootaloo on the lips.

Scootaloo returned the kiss. “S-sweet? H-how?”

“Sweet that you totally admit you love me.” Lulu said as she finger Scootaloo while kissing her.

Scootaloo moaned as her arms groped Lulu’s breasts.

“Hehehe. You totally love groping me.” Lulu said as she moan very loud.

“I totally love you~” Scootaloo moaned.

Peridot pulled Trixie onto her lap.

“Got her!” Derpy said, throwing Carrot Top onto the floor face first.

“Good work Derpy. Could you stay in the room with us?” Rouge asked Derpy as she was holding a spellbook.

“Sure…” Derpy said, then leaned near Carrot. “I’ve been waiting to get back at you…”

“Pl-Please don’t hurt me.” Carrot Top said to Rouge and Derpy from out of fear.

“Why not?” Derpy pulled her eyepatch off her eye socket. “You hurt me… Right sweetheart?” Derpy said her last word sickly sweet, recalling the time she used to call Carrot that.

“I-I-I am so sorry. I-I-I was much to-to-too under the Queen’s insurance to know what I was thinking.” Carrot Top said complete scared out of her mind.

Derpy rolled her eye. “Yeah right… You didn’t have to take my eye…”

“That’s enough you two.” Rouge said to Derpy and Carrot Top before focusing on the changeling. “Now then since Chrysalis is dead that most likely make you the new ruler of the hive am I right?” Rouge asked Carrot Top.

“Y-yes. I guess.” Carrot Top said shaking in place with fear.

“Good. Because I believe your changelings can still be useful for helping make a better Equestria. But since Chrysalis betray us by killing my Sunset and you were there. That means I can’t trust you.” Rouge said with venom in her voice and a glare before it when back to a smile. “But don’t worry. I know how to fix that problem.” She added with a evil grin as she aim her Sunset horn at Carrot Top who back away in fear.

“What are you going to do--” Carrot Top was cut off from she was saying as she was hit by a magic beam that made eyes turn into swirls.

“Make her pledge her allegiance you you.” Derpy said. “That’d do the trick.”

“Of course and more.” Rouge said to Derpy as she look back at Carrot Top. “Now then Carrot Top. You will pledge your allegiance to me.” She said to Carrot Top.

“I will pledge my allegiance to you.” Carrot Top in monotone voice.

“You will obey my every command and you will let Derpy do whatever she wants with you even being her sex toy.” Rouge said to Carrot Top.

“I will obey your every command and I will let Derpy do whatever she wants with me even being her sex toy.” Carrot Top said back in monotone.

“Good.” Rouge said happily as Carrot Top’s eyes turn into glaze over pair of eyes.

“I’m not using that bitch as a sex toy.” Derpy said angrily as she crossed her arms.

“That is fine. But you can still do whatever you want to her. Even take her eye. For that ‘eye for an eye’ thing.” Rouge said to Derpy trying to calm her down.

“Whatever…” Derpy grumbled. “That it?”

“That’s it. You could have her show you around the hive. Specially see what Chrysalis had done to Applejack. I would like to know what happen to that mare.” Rouge said to Derpy with a grin.

“Okay, snap her out of it.” Derpy said, crossing her arms.

“Ok.” Rouge said as she tap on Carrot Top’s head and her eyes turn back to normal.

“What?” Carrot Top asked looking confused.

“You’re gonna give me a tour of your hive.” Derpy said.

“O-Oh course. Follow me.” Carrot Top said as she leaves the throne room follow by Derpy.

Applejack was laying in the broodery. Her face was pale, and blood had crusted over her pussy.

“And this is the broodery where we keep the broodmares.” Carrot Top said Derpy who she show Derpy where Applejack is along with other broodmares like a mint green unicorn mare whose belly is bigger than a beach ball.