(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.

“So that’s what you did with Applejack?” Derpy asked, looking at the orange farmer.

“Nothing. Former Queen Chrysalis was the one to make her into a broodmare but far more rougher than the others.” Carrot Top answered Derpy’s question.

“Can you help her? She doesn’t look good.” Derpy said.

“Yes I can.” Carrot Top said as she start to use a healing spell on Applejack until she was no longer pale.

“What are you going to do with her after she gives birth?” Derpy asked.

“We give her a 12 hour rest before we put more eggs into her but gently this time like the other broodmares.” Carrot Top said as she points to a grey earth pony mare whose belly is even bigger than the mint green unicorn mare’s.

“How well do you take care of them?” Derpy asked.

“We clean and feed them. There also a room at the back they can walk around in and a bathroom.” Carrot Top said pointing to a really big door at the back.

“What if… You know, they can’t get up?” Derpy asked.

“Ah that….well some drones come in and use their magic to pick them up.” Carrot Top said just as Applejack let out a groan as her belly expand a little.

“S-so ah’m… Ah’m stuck d-down here f-forever…?” Applejack croaked.

“Yes. The only time you can come out of hive is when you have to visit Queen Rouge when she want to see you.” Carrot Top said without emotion in her voice. “But at least there are ponies that you know from Ponyville are here keep you company.” She added point to the mint green unicorn mare that was next to her.

Applejack seemed to go blank and emotionless. The only sign that she was still responsive was a single tear cascading down the side of her muzzle.

“Wow… This is cruel…” Derpy said.

“It is the way changelings do things to capture mares even turn them into broodmares to give birth to many drones or into a changeling Queen in order to become the hive’s ruler’s many wives.” Carrot Top said with emotion in her again. “Plus it very rare that a broodmare become a changeling queen.” She added.

“You aren’t a Changeling though…” Derpy said. “At the very least, give them more care. It takes more than food and cleanliness to care for them.”

“But I am a changeling. The broodmares are very important to our race. They help make the family bigger.” Carrot Top said.

“But that’s just it. They make the family bigger, as in they are family. I may be a retard, but I always thought of my friends as family. You as family. And if you’re just using them, then what’s the point?” Derpy shook her head. “You were once a pony…”

“Yes I was once a pony. But that side of me died when I was in that cocoon.” Carrot Top said sadly.

“... It sure did… And I’m sick of calling you Carrot Top, because you aren’t!” Derpy glared. “My Carrot Top wouldn’t have ripped my eye out, or force friends into becoming mommies without getting anything in return!” Derpy growled. “Just get to the next place your highness.”

“But it’s the only name I have the only thing that is left of who I once was to only want to be again but can’t because of things I was forced to watch my body doing horrible stuff to those I once cared for.” Carrot Top said sadly with tears on her face.

Derpy’s chest constricted. “Key word being once. The fact that there’s nothing left should thrill you… Why would you cry for me…?”

“Because I wasn’t able to when I was under the control of Chrysalis. I couldn’t make a single tear when my own body said those hurtful things to you and taking your eye.” Carrot Top said now crying with guilt.

Derpy felt tears brimming in her eye as she collapsed onto her knees. “Those hurtful things were right… I am a retard…”

“No you are not a retard you never was one to begin with.” Carrot Top said falling to her knees as well. “I’m just a monster who couldn’t stop her body from… hurting others…” She added while putting her hands to her face crying.

Derpy backed away from Carrot, their faces having almost touched. The pegasus almost fell on top of Applejack in the process.

“I just wish there was someway to undo what I have done.” Carrot Top said still crying in her hands. “I am so useless.” She added.

“You’re not useless.” Derpy said on reflex. “R-Rouge needs you to handle the Changelings…”

“And if I wasn’t the only Changeling Queen left she would have use her and not me. Kind of like when my ex-husband cheated on me because he knew I am useless.” Carrot Top said not looking at Derpy.

“You were never useless… He just got dumb and wanted more…” Derpy growled.

“I know but I don’t know what to do. Without Chrysalis I have no clue how to run a hive. This whole race’s fate is in my hands and I am clueless. I can’t handles this all alone.” Carrot Top said going back to crying.

“Are you expecting me to know?” Derpy asked.

“I don’t know. I just don’t know.” Carrot Top said wiping her tears. “I suppose I could look for a mare or two who are willing to become Changeling Queens so they can replace me. Then I would let you end me.” Carrot Top sadly.

“You don’t get what I want… I want to hate you so much, and I can’t if you’re dead.” Derpy said darkly. “I don’t want to end you… I want to make you suffer for the rest of your Changeling life…”

“I never wanted to be a changeling Queen. I don’t want this pain.” Carrot Top said crying still.

“Uh...Did I hear right?” The mint green unicorn mare asked as she just woke up.

“Be quiet.” Derpy said. “I don’t care if you want or don’t want to be a changeling. You are, and nothing is going to change that. Now mare up.”

“But how? I don’t know how to run a hive.” Carrot Top asked as she slowly got up.

“You’ve got that… Hive mind, right? Ask your drones.” Derpy said. “Just don’t die.”

“I know. But they only know how to get love from ponies kind of like I am smelling from you now. Anything else they just from the Queen’s orders to the letter.” Carrot Top said wiping her tears.

“Then run the place how you want to run it.” Derpy suggested.

“You could alway make turn Bon Bon into Queen to help you.” The Mint green unicorn mare suggested. “Or maybe turn Derpy or Aj into ones to help you.” She added as she groans from her belly expanding a bit more.

“No I can’t do that to Derpy, Lyra. Not after what I have done to her and she just got her love back.” Carrot Top said sadly.

“I’ve had it for awhile…” Derpy said.

“Ok. The last place in the hive is the throne room.” Carrot Top said as they was about to leave the room.

“C-could I help?” Cheerilee asked as she came out of the bathroom. “A-anything y-you need…”

“What become a Queen like me? I don’t know, the eggs inside of you are nowhere near as ready to hatch like Octavia's eggs are almost.” Carrot Top said pointing to the grey earth pony mare whose belly just got bigger. “Are you sure you want this?” She asked shyly.

“Yes… I do…” Cheerilee said.

“Well then ok. Just follow me to the throne room. I will have a cocoon ready for you that will speed up the eggs before making you into a changeling queen.” Carrot Top said as she turn to look at Applejack. “Would you to become one too?” She asked the orange mare.

“Ah’m not… Becoming a Changeling…” Applejack weezed.

“Ok. But if you change your mind just let me know. Because becoming a changeling queen is your only ticket to not be stuck as a broodmare until the end of time.” Carrot Top said as she left with Derpy and Cheerilee to the throne room.

“There’s no point…” Octavia said. “No one’s going to save us… You should accept it before you end up like me...”

“Oh come on Octavia it’s not that bad. At least we get free food and get cleaned like if we was at the spa.” Lyra said to Octavia while trying stay on bright side of things.

“My Vinyl hasn’t noticed a Changeling has been impersonating me… Bon Bon hasn’t noticed you’re here! I’ve been in here for months…” Octavia said, tears welling up in her eyes.

“I know. But at least some of the changelings I had given birth to has kept me updated on what's going on in Ponyville. Like Applejack, her friends along with Bon bon and Vinyl have been turn into bimbos by a bat lady.” Lyra said with a brush as her belly get bigger a little more.

“Not… Helping…” Octavia grumbled.

“Sorry. I am just trying to stay on the bright side of things.” Lyra said sadly.

“There is no bright side…” Octavia grumbled.

“There be since I hear that bitch Chrysalis is dead. Isn’t right Aj?” Lyra said.

“W-wouldn’t know…” Applejack replied. “But it does feel good knowing she’s… Dead.”

Octavia started weakly crying.

“And here we are the throne.” Carrot Top said as the three enter the throne room where some drones have finished making the cocoon.

“S-so I just… Go into it…?” Cheerilee asked.

“Yes. Once you go in and seal up the eggs that are inside you will speed up to hatch which will make your belly really huge. After that you will give to all the changelings quickly and painless as possible while you slowly turn into a Changeling Queen.” Carrot Top said waving hand to the cocoon. “Now are you really sure you want to do this?” She asked shyly.

“Y-yeah…” Cheerilee said, walking over to the cocoon.

“Ok. The eggs will start speed up in a minute so prepare yourself. You might feel a huge wave of pleasure from it.” Carrot Top said as Cheerilee was sealed up in the cocoon.

“So… You’re married again?” Derpy asked.

“Oh no. Not married but to have help run the hive.” Carrot Top said just as Cheerilee’s belly start to get very big very quick.

Cheerilee moaned loudly in the cocoon. Derpy shrugged. “You were married to Chrysalis…”

“Not of my own will. The cocoon she had me in had brainwashed me into being her wife.” Carrot Top said sadly. “I just had no say in the matter.” She added as Cheerilee starts to give birth. Carrot felt the spark of love inside of Derpy growing. It felt like what Derpy had when she kissed Carrot last. It felt like love… For her. “Can you ever forgive me for what I have done?” She asked Derpy shyly.

“Why do you care…?” Derpy asked.

“Because I can since a spark of love in you and I want to be back with you.” Carrot Top said shyly.

“Y-you what…?” Derpy asked and the spark ignited.

“I miss you.” Carrot Top said.

“Why would you!?” Derpy shouted.

“Because I still love you. I just don’t know what I will do without you in my life.” Carrot Top said with tears in her eyes again.

Derpy crossed her arms. “What do you want from me…?”

“I just want to be back with you like it use to be before I was turned.” Carrot Top said shyly.

Derpy simply pointed at her eyepatch, then at the throne. “That’s impossible.”

“I know and I am very sorry. I will do anything just to make it up for you.” Carrot Top said sadly.

“... Show me.” Derpy said. “Show me how much you want me.”

“Ok.” Carrot Top said shyly as she carefully hugged Derpy and kiss her on the lips as some love enter back into Derpy.

Derpy flinched and hugged Carrot back, moaning into the kiss.

“W-w-will that do?” Carrot Top asked shyly.

Derpy started crying into Carrot’s shoulder. “I missed you s-so much! I still love you!”

“I missed you too and I love you so much. Can you ever forgive me?” Carrot Top asked through tears while a fully transform Cheerilee steps out of the cocoon.

“I do…” Derpy said, sniffing. “I forgive you Carrot… B-be mine again, p-please!”

“Of course I will.” Carrot Top said as she kissed Derpy on the lips lovingly. Derpy was so caught up in the moment she didn’t realize she had rested her left hand on Carrot’s ass.

“D-don’t ever leave me again…” Derpy whispered. “Please don’t abandon me…”

“Of course. I will never leave you ever again.” Carrot Top whispered back as her right hand rested on Derpy’s ass.

“Wh-what now...?” Derpy asked, her heart pounding.

“We could go to the royal bedroom to make out in.” Carrot Top suggested.

“O-o-o-o-okay…” Derpy said, wrapping her legs around Carrot Top.

“Hehe. You know I am naked right now.” Carrot Top purred as she carry Derpy to the royal bedroom leaving Cheerilee behind in the throne room.

Pinkie Pie woke up to a door slamming and Centipeetle humming. “Morning Pinkie~!”

“Morning Centy.” Pinkie said happily as she got out of bed still naked. “Where have you been this morning?” She asked.

“I was getting food for you.” Kayla said, setting a bag on a table. “I got you a bunch! Even a batch of cupcakes!”

“Yay! I love cupcakes.” Pinkie said with joy as she start eating one.

“Have some breakfast while I finish fixing the plumbing.” Kayla said. “If there’s any kind of food you like, I got you a pen and paper to write a list. Do you like baths?”

“I already have a list of food I like.” Pinkie said as she pull out a list from her hair and gave it to Kayla. “And yes I do like baths.” She added smiling.

“Okay, once I’m done with the plumbing you can, I just have to secure the new pipes.” Kayla said, walking into the bathroom.

“Okay.” Pinkie said as she continued munching on the cupcakes.

After a few minutes later, Kayla returned wiping her hands with a rag. “Pinkie, the shower and bathtub are ready. Which one do you want?”

“Bathtub.” Pinkie said as she was holding a rubber duck in her hand.

Kayla nodded and picked Pinkie up bridal style and walked into the bathroom. There was a shower, a bathtub, a toilet, a sink, and a medicine cabinet. Kayla knelt down and set Pinkie in the tub so she could start the water.

“What’s you favorite temperature?” Kayla asked.

“Nice and warm but not too hot.” Pinkie said making herself comfortable in the tub.

After a little bit, the water was nice and warm, and full. Kayla started taking her clothes off. Once she was fully stripped, she got into the other side and pulled Pinkie close.

“Hehe. This is nice.” Pinkie said as she notice her breasts are expanding. “Uh oh. The pill effect has ran out.” She added with a moan.

“I’m sorry… I just realized I don’t have any soaps…” Kayla said, then shrugged. She started licking Pinkie’s ears.

“Oooooh. That feels sooo good.” Pinkie said moaning as her breasts, ass and hips expand quicker.

Kayla then started to lick Pinkie’s neck.

“Hehe. That tickles.” Pinkie said as her hair gets longer and lighter.

Kayla finished with Pinkie’s neck and went down to her shoulders. She licked all over each arm, then pushed Pinkie to the opposite end of the tub. “Please turn around, love.”

“Like ok.” Pinkie said as she turn around but it was little hard to do because of her huge hips and ass in the tub.

Kayla licked all over her back, down to each ass cheek, along the backs of her legs and over her feet, she then went back to Pinkie’s ass. “Does your asshole need cleaning?”

“Like my asshole totally needs it.” Pinkie said sticking her huge bimbo ass in Kayla’s face. Kayla started licking deeply into Pinkie’s back entrance, her hands feeling Pinkie’s stomach.

“Oooh yes. That is a good ass licking.” Pinkie said moaning from the pleasure.

“Tell me when you’re ready for me to continue.” Kayla stopped just long enough to speak.

“Like I am always totally ready for you.” Pinkie said with a wink.

Kayla stopped and turned Pinkie over. She then started to lick Pinkie’s stomach, front of legs, and began licking around Pinkie’s breasts as she fingered Pinkie’s ass.

“Ooooh yes! Don’t stop.” Pinkie said through moans of pleasure from the licking. Kayla sucked on one of Pinkie’s breast nonstop, her lower lips begging for Pinkie’s touch. “Hehe. You like my milky breasts don’t you?” Pinkie asked moaning louder. Kayla didn’t reply, instead she switched breasts and fingered harder.

“Oh oh oh yes. I am getting close.” Pinkie said moaning louder and louder from the fingering she is getting.

Kayla stopped sucking Pinkie’s breasts and went under the water to lick her pussy.

“I am totally almost there.” Pinkie said as she move her pussy closer to Kayla’s mouth. Kayla’s free hand went up to Pinkie’s face and rubbed over it, trying to express her love since she was under water.

“Oooooooooooh Yes!” Pinkie scream it as she cumed in the bathtub.

Kayla came out of the water, choking slightly. “Is that good?”

“It’s totally amazing.” Pinkie said happily as she kissed Kayla on the lips.

“I-I have an idea.” Kayla said, leaning back. “I’ll create one of the ‘dicks’.”

“Ooooh. Do it. Do it.” Pinkie said excited.

Kayla nodded and a dick appeared where her pussy was. “There…”

“Come on. Use it. Use it.” Pinkie said licking her lips.

“You wanna taste it first?” Kayla asked.

“No. Stick it in my pussy.” Pinkie said opening her legs for it. Kayla eased into Pinkie’s pussy halfway. “Hehehe. That is nice.” She moaned from the dick being halfway in her.

Kayla started thrusting in and out of Pinkie. “Oooohhhh~ I love you Pinkie~!”

“Ooooohhh Yes! I love you too Kayla!” Pinkie said while moaning from the thrusting as she grab Kayla’s ass.

Kayla moaned as she continued. “I’m g-getting c-close~!”

“Keep going. The best part is cumming.” Pinkie said as she played with Kayla’s ass.

“In o-o-o-or out!?” Kayla asked, almost at her peak.

“In all the way!” Pinkie said moaning. Kayla screamed as she came into Pinkie.

“Aaaahhh~” Kayla moaned.

“Ooohhh yeah. I feel like a doughnut that just got stuffed with cream. Sweet.” Pinkie said moaning the bliss. Kayla kissed Pinkie’s lips as she unplugged the drain.

“Would you like anything else sweetie~?”

“Hmm. A cupcake?” Pinkie asked.

“I meant anything relating to sex.” Kayla said, pulling out of Pinkie.

“Oh. Well I am a little bit tired so no thanks. Maybe later.” Pinkie said as she lay back.

Kayla picked Pinkie up and went to the bed. “I thought you being in bimbo mode would make you want to do it more. Could you at least touch me while we rest?”

“I am in more control of myself unlike the other bimbos and sure.” Pinkie said as she starts fingering Kayla.

“I like that…” Kayla said, kissing Pinkie. “I’ll find some actual cleaning stuff later...”

Derpy was halfway out of her uniform, meaning her breasts were perfect for Carrot to attack.

“Hehe. Is it me or is your breasts bigger than last time?” Carrot Top as she was playing with Derpy’s breasts.

“It was, what? A year ago that we did this?” Derpy replied, moaning. “C-careful with my legs…”

“Ok.” Carrot Top said as she slip her hand into Derpy’s panties and start fingering her while sucking on one of Derpy’s breasts.”

Derpy fell onto the bed, moaning loudly. “Carrot~!”

“Yes?” Carrot asked stopping what she was doing. “D-did I do something wrong?” She asked Shyly.

“I-I was just moaning your n-name…” Derpy said. “Hey Carrot? Could I ask you something?”

“Sure. Fire away.” Carrot Top said as she went back to fingering.

“W-would you w-want me…?” Derpy asked. “If I c-couldn’t walk…?”

“Of course I would want you even if you can’t move your arms too.” Carrot Top said.

“Even if I couldn’t do things on my own?” Derpy asked, her hips thrusting into Carrot’s fingers. “W-would yo-you take care of m-me?”

“Of course I will. I will help take care of you.” Carrot Top said with a kiss to Derpy’s lips.

“Th-thank you…” Derpy said. “B-because th-this suit i-is the only thing keeping me up…”

“Oh. Ah well. I am still going to help you when you not wearing it.” Carrot Top as she hugs Derpy.

“Aww that so cute.” Said a voice that sound like Derpy but deeper and with a Scottish accent.

“Wh-who’s there?” Derpy asked, looking around.

“Up here silly.” Said the voice as Derpy look up to see her missing eye was floating in the air looking down at her happily.

“Whoaaahhhh!!!” Derpy screamed falling off the bed.

“Hehe. I alway want to see that reaction. Hehe eye joke.” The eye said giggling.

“Is that my eye!?” Derpy screamed.

“Yes. When I was taking you to Cloudales Chrysalis took your eye and place some creepy spell on it to give it life and a mind of it’s own.” Carrot Top said as she still was creep out about the eye.

“This it has a name you know. It’s Derpeye and I am a she not an it.” Derpeye said annoyed about being call an it.

“Even my broken eye is more fancy than me…” Derpy said in defeat.

“No you are way more fancier than that eye.” Carrot Top said hugging Derpy and given her a long kiss on the lips.

“I don’t like her watching us…” Derpy said.

“Hey! I was only here to bring you and Carrot Top a massage from Queen Rouge.” Derpeye said still annoyed.

“What massage?” Carrot Top asked the eye.

“Queen Rouge wants you two in Canterlot castle for her speech in an hour.” Derpeye said as it rolled itself. “P.S. She also want to bring that new Changeling Queen and Applejack with you so they can watch the speech too.” She added.

“How does she know about the new queen?” Derpy asked.

“I was watching Rouge and her friends when they first met Chrysalis. I make my known to Rouge when she preparing the speech.” Derpeye answered Derpy’s answer. “Anyway. I am off to tell Twivine then I am going to find that gem that has Pinkie Pie. Bye.” She added as she fly out of the room but not before she bumped into the doorframe first.

Derpy cleared her throat. “Uh… Should we continue this later?” She got back onto the bed.

“Yes. This speech does sound very important.” Carrot Top said as she help Derpy with the suit.

“But… We’ll continue this later, right?” Derpy asked, almost fearfully.

“Of course we continue this later. Because we are going to do it all night long.” Carrot Top said with a wink as she help Derpy up.

To be continue.