It was about 3 AM when the Level Two containment breach klaxon sounded again.

I peeked my muzzle out from under the sheets. "What the hay?"

Both my subordinates were already getting dressed. "Containment breach," James replied, standing still with his arms slightly extended to his sides while his exo suit unfolded from the floor and latched around him. Mia was already locked into hers, and was checking her weapons.

"Oh crap." I flopped around under the sheets and eventually flailed my way onto the floor, where I put my gear on as quickly as I could. Since I don't use an exo, the three of us were ready at roughly the same time.

"Are you ready, boss lady?" James asked, his hand on the door.

"Yeah," I said, buckling my pistol holster in place.

"You're forgetting something," Mia chided, pointing to my shotgun in the corner by the bed.

"Aw crap." I telekinetically siezed the firearm and latched it in place. "Thanks."

"That's why we're a team, sweetheart."

As we pushed our door open to join the throng, the klaxons stopped. Moments later a message appeared.

CONTAINMENT BREACH TERMINATED. ALL PERSONNEL RETURN TO NORMALLY SCHEDULED ACTIVITIES.

The hallway quieted, except for some annoyed mumbling as ponies and people in exo suits returned to their quarters.

"We should still take a look and find out what happened," I said, hesitantly.

"Agreed." James strode ahead of us down the hall, his exo whirring softly as we followed single file behind him since we were going against the current flow of traffic.

We entered the Level Two containment area, and I immediately asked the two guards manning the entry what was going on.

"Some critter got out of its cage. The drones shot it. There's a gaggle over there milling around."

"Thanks." We headed out onto the floor, and soon approached the small crowd.

"...collapsed their bones," one of the biologists was saying.

I looked between them, at the bullet-riddled messes which had been blasted to bits by the automatic drones, several of which hovered about or sat on the floor nearby. I was well aware of the little gun barrels peeking out from their fuselage.

A cage nearby contained several more live specimens, and was marked "MOME RATHS." The creatures still inside were rather revolting, looking unpleasantly like a sea anemone crossed with an octopus. They tended to stand around on their tentacles, the tufts of smaller tentacles on top looking like a tuft of hair. Creepy little eye stalks poked up from the top, staring at us suspiciously. The ARHUD informed me that they were capable of delivering paralyzing stings, as well as dissolving their immobilized prey with powerful acid.

"So what happened?" I asked.

The group of scientists and security personnel shifted to look at us.

"Hey guys!" a familiar voice rang out.

"Lily Pads? Is that you?"

"Sure is!" The cheerful vetrinarian stepped over to us. "What's up?"

"I was about to ask the same thing," I replied. "How did these..." I looked at the cage label again "Er, Mome Raths, end up on the floor?"

"Well, here, watch the video footage."

The Earth pony tapped some holographic menus from her ProteC bracelet, and tossed us a file. "Check that out."

We played the file. I saw the cage from a distance, then the camera abruptly zoomed in. The creatures had managed to climb the transparent wall of the cage, and were squeezing through air holes that looked far too small for them. The video ended as the containment alert alarm began.

"They can fold themselves through holes far smaller than their body width, just like mice," Lily Pads explained as we finished the clip. "The drones responded and opened fire upon the escapees, making this puddle here." She tapped her rear hoof towards the reeking heap of mangled chunks behind her. "We had no idea they were capable of this. But that's how it goes. It's a good thing nopony was hurt."

"For sure."

"Hey, Lily?" James chimed in. "What's to keep the rest of them from coming out?"

"They won't move around much as long as there are this many of us here," she replied. "Oh, and I mean, if they DO, well..." she tapped the pistol on her thigh. "Wouldn't be the first time I've had to, ah, put a specimen to sleep."

Mia, James, and I all looked at each other. It was hard to imagine sweet little Lily Pads putting a bullet through anything, but then again...

"I guess you gotta have a certain flair for the abnormal to even want to be out in a place like this," Mia finally said.

"So very true," Lily twittered. "Well then. I suppose we should leave the rest of this to the on duty personnel. They're going to make a small cage mod and apply it, which won't take long. Even these slimy little worms won't be able to get through a steel mesh."

While we talked, the security drones pulled away, returning to their recharge/reload docking stacks. I wasn't sorry to see them go. Their constant buzzing and scanning was making me extremely nervous.

"It's good to see you again," I told Lily.

I looked at the time. It was just after 4 AM.

"Well now it's almost time to start the dayaaaaaEEK!" I yawned hugely as I turned back, ending in a squeak.

"Hello, Eris," said a gruff voice.

I tripped in surprise and plowed right into Chief Lewis, bouncing off him like a rubber ball hitting a concrete barrier.

"Oh! I'm sorry! I didn't hear you come up behind me!" I gasped from the floor.

"I am sorry, I did not mean to startle you." He reached out his gloved left hand, his exo suit whirring as he helped me off the floor. I noticed he kept his right hand securely on the grip of his weapon the entire time. He scrutinized me keenly as he pulled me up, although his serious gaze also flicked around the room, evidently keeping an eye on the unpleasant denizens. As his eyes washed over me, I didn't feel he wanted my body, but I did feel as if I'd been weighed in the balance and found wanting.

"Are you well, Eris?"

"I-I ah, yes, I believe s-so," I stuttered.

His eyes narrowed but he didn't say anything further, instead looking at my companions.

"Okay," he finally said. "You guys go ahead and get back to whatever you were doing. We will handle this."

"But paperwork-" I began

"There isn't much for this. There is really no need for your section to be involved in this at all, Eris."

I didn't understand the edge to his words. "I-I'm sorry. We just wanted to help."

Chief Lewis looked sharply at me. "Didn't you see the termination message? You don't need to be involved in every single thing that goes on down here, you know."

I was taken aback by his tone. "I didn't realize..."

"Just go, okay? Take your guys and go get some rest."

"Yes. Okay." I felt as if I'd just been smacked like a disobedient filly, and I didn't even know why. I was more than a little hurt and embarrassed.

"Hey," James began. "That's uncalled for."

Chief Lewis just shook his head. "Ruttege, just let it be. I've got work to do and it's too fucking early for an argument, okay? We'll have a sit-down later and you can all cry about your hurt feelings. Sound good?"

James huffed irritably and turned away, coming back to my side. "Let's go. It's obvious we aren't wanted here."

"We could go get some food," Mia suggested.

I paused. "Hey Lily? Wanna go get a snack with us?"

She thought about it. "Ah. I guess I might as well, since I'm up."

After swinging by our rooms to drop off our heavier gear, including James and Mia's exo suits, we returned to meet for a snack. The dining room was completely empty, aside from us. It wasn't open for hot meals yet due to the early time, but some things were available around the clock, like fruit, juice, cereal, milk, and some other items that didn't require much supervision.

We grabbed cereal and fruit on disposable plates, then took our seats in a booth, James and Mia sitting on one side, while I sat next to Lily Pads, across from Mia.

Lily picked up her spoon with her hoof and shoved it into her milky Fruity Loops, raising them to her muzzle and crunching with evident pleasure. "So," she said with her mouth full. "I heard you guys got into some trouble with the goatlicker in Level Two."

She must have seen our faces fall, because she quickly gulped down her cereal and waved both hooves in the air, spattering milk across me from her spoon. "I'm sorry, I didn't mean to bring up any-"

"It's fine," I said, gently stopping the waving spoon by touching her hoof. "It's just... it wasn't fun, that's all. Maybe it would be better to talk about something a little lighter this early in the morning?" I wiped my face with a napkin, then took a spoon of my own Lucky Charms.

"Um, it's good to see you've made friends, Eris," Lily tried again. "How did you guys meet?"

"Well," Mia grinned. "You could say Eris just kind of ran into me, and we got along pretty well, so here we are. Funny how sometimes you just bump into someone, and then next thing you're doing all kinds of stuff together, isn't it?" She glanced at me innocently and bit into an apple.

I blushed. Sometimes I seriously feel like everything Mia says holds innuendo, yet somehow nobody seems to catch on except me. No wait, James was smirking at me too.

"Yeah... Stuff," I mumbled lamely.

Lily smiled, blissfully unaware of my discomfort. "Sure. Just like now, I mean we just kind of ran into each other and now here we are, right?"

"Right!" I agreed, relieved to be moving away from Mia's minefield. "I'm happy to have made friends so quickly!"

"Yeah, it's an opportunity to share things, and let things hang out," Mia agreed sweetly. "Everyone needs someone they can loosen up with, right Eris?"

Damn it Mia.

"So, Lily, what made you want to come Earthside? James asked, changing the subject and saving me from certain doom.

"Oh, well, so many things," she chirped. "You know, we have many species on our world, but the idea of coming to work with a totally alien race on an alien planet was the most thrilling thing I could imagine. When Celestia announced the opportunity for ponies to come here and work for ProteC, well, I leapt at it!" She paused. "Uh, and well, you know, we get to work with a lot of bizarre creatures. I never thought I'd be a xenobiologist as well as veterinarian, and working here will give me credentials above and beyond most any other vet in Equestria."

"We're glad to have you here," James replied, nodding.

"Thank you. It means a lot to me to have this opportunity, and to hang out with you guys too."

"Xenobiology," I murmured. "Lily, you know in Equestria, sometimes I wonder, do you think some of the creatures we see are not native to our world?"

"That's an interesting thought," she replied. "Now, after the incursion, it's a guarantee that some of the things we see are residue from the event. But before? Yes, even then, sometimes I wondered." She paused, swirling her plastic spoon around in the Styrofoam cereal bowl. "Some of the crazy things I see captured in places like Everfree Forest, or beyond? I just don't know. And the influence of magic makes it even harder to tell."

"I guess it's kind of an unanswerable question," I mused. "At least with the smaller creatures."

"Yes, some of the larger ones are intelligently obvious about how they've come from elsewhere to destroy us," Lily remarked.

I remembered the goatlicker's vile presence, and shuddered. "You're right about that." I also swirled my spoon in a circle, thinking depressing thoughts.

"So, ah, since it seems a bit early for all this grim darkness," Mia finally said, "What's your favorite part of being on our world?"

"Oh, that's easy," Lily replied, smiling brightly again. "It's being around you guys."

"Humans?"

"Yes. I mean, you guys are a lot like us, but the physical differences interest me. I also like your ways of interacting with each other. You guys are so serious sometimes, so professional. It's something I just never experienced much before. It's... how do you say it? Bad ass. Humans are bad ass."

Mia grinned. "You guys aren't bad yourselves."

Lily smiled, then her holobracelet beeped. "Oh. I'm sorry. I have to hand some experiment notes to a colleague. Thanks for the snack you guys. I hope we talk again soon."

We all slid out of the booth together, James grabbing all the trash and trays for disposal over Lily's protest. I waved a hoof as she left, clopping away quickly down the hall.

"Well, that was nice," I said. "What should we do now? I feel like I want a nap, but the day is about to begin in a couple hours."

Mia yawned. "You're the boss, Eris. I mean, we've been up most of the night. I don't think anyone is going to condemn you for not being in the office. Most of the time nobody even stops by anyway."

I bit my lip. "I guess you're right. Let's crash for a few."

An hour after we had closed our eyes I woke up to a beeping from my bracelet. Chief Lewis wasn't kidding about the meeting that morning. And it was in Director Stephen's office, no less.

I regretfully woke my two zonked-out humans and we threw our clothes on, then hurried to see Director Stephens. When we entered the room, he was sitting behind his desk and Chief Lewis sitting on a folding chair next to it.

"Please, have a seat," Stephens said, waving at the chairs we'd been in many times before. "Chief?"

"Well, to begin with, I would like to apologize for the way I spoke to you earlier," Chief Lewis said. "It was rather early, and I had not had my coffee yet, even though that's a poor excuse."

"We all get a bit on edge from time to time," I responded warily.

Lewis sighed. "You may not have known it, but I was one of the people who helped carry your heavy potato sack asses up to the infirmary after you collapsed outside the Goatlicker stockade," he continued. "I told the doc to make sure you guys rested, but what do I see the moment I arrive at the containment breach site at zero dark thirty? Oh that's right, you three right in the middle of things again."

I opened my mouth to protest, but he cut me off. "I know, I don't control your section, but I can make recommendations as head of security. You have been through too much in these past few days, and you need to take a break."

"But I'm fine-" I began.

Chief Lewis reached out under my nose.

"What are you doing?" I asked, going cross-eyed.

He snapped his fingers.

"Eek!" I sqeaked, jerking back.

"Please stop that," Director Stephens said quietly, glaring at the security chief.

Lewis snorted and sat back in his chair. "I merely wanted to show how on edge she is. For their own safety-"

"I agree with you," Stephens interrupted. He levelled his piercing gaze at me, and I withered uncomfortably beneath it. "You've been through more than is usual in such a short time period," he finally said. "I am putting all three of you on temporary vacation for the next few days."

"But I just got here!"

"Miss Sky, you've had a very near miss, and to be frank, you all look extremely stressed."

I paused my protest, looking closely at Mia and James, noting the dark circles under their eyes for the first time, and feeling immediately guilty for not having noticed earlier.

"I... I'm sorry. You're right," I conceded. "I don't know why I didn't see it before."

"Probably because you look worse than either of them," Stephens replied bluntly. "It is good that you take your responsibilities seriously, but you must also take care of yourself. It is dangerous around here, as you are no doubt deeply aware, even more so if your judgement is impaired by exhaustion."

"It's only been a few days, though."

"During which time your world has been turned upside-down, and you've been inches from death more than once."

I sighed. "Again, you're right. But what about our duties?"

Chief Lewis tapped the table. "Don't worry about that. We were okay before you arrived, we'll be okay if you're gone for a few days. I have a lot of personnel on hand."

"But, you know, unicorn magic?"

"We're a bit thin on unicorns, as most of the ones working for ProteC are assigned to the field teams, but we have a few. Like I said before, don't worry about it."

"There's a boat heading to the mainland ProteC facility tomorrow at oh nine hundred hours. I'd like all three of you to be on it."

I looked at Mia and James, who nodded back agreeably. "Yes, Director, I think a trip would be nice."

"Good. The transports will be heading for the docks at zero seven hundred. Until then, relax around here. I shall be very cross if I see any of you so much as sitting at a desk between now and then, understood?"

"Yes, sir."

"Here, try this on." Mia hurled another piece of fabric over my face from across the room.

I fumbled around and pulled it over my head, adding a stretchy tube top to the borrowed short skirt I was already wearing. "How's it look?"

"You look absolutely amazing, fuzzpoof. How about me?"

I looked Mia up and down, from her cherry-red sandal heels to her denim stretch skirt with light green halter top. She had shoved her ARHUD into a small backpack and it hung just above her perfect butt.

"You're making me horny. I want to lick your breasts," I said impulsively , then I hung my head shamefully. "Crap. You're doing it, Mia. You're making me into a pervert."

"Just as planned!" she said evilly, yanking her top down tightly and striking a model pose so her nipples showed through even more.

I found myself growing hot and moist between my legs. "Mia..."

She sat on the bed and patted the sheet beside her. "Come here, baby."

I hopped up next to her, and before I knew it we were kissing, her hand sneaking down between my thighs. I whimpered and spread my legs, the thin skirt riding up my waist.

James walked in at that moment. "So what's going on in-" he took in the scene and staggered back as if he'd been slugged. "Holy shit!"

"Easy there honey," Mia cooed, slipping her slimy fingers into her mouth. "Wouldn't want you to break anything important."

"I've never seen you girls dressed like this before," James gasped, leaning against the wall.

"Come take a closer look," I added, lifting my skirt higher while Mia scratched me behind the ears

"Well, we do have a few hours," James said huskily, throwing off his shirt as he hurried towards us.

Mia intercepted him, unzipping his pants and dropping to her knees on the rug to put his cock into her mouth. I watched her grab his muscular butt and force feed herself, her throat expanding as she eagerly gagged on his member.

I slowly massaged my crotch with a hoof. Seeing Mia deepthroat James was making me want to do it too. Remembering things I'd seen in some of the more interesting human videos I'd downloaded on the Internet, I lay on my back and hung my head over the edge of the bed. "Save some for me," I purred.

Mia pulled back, gasping for breath and pointing at me. James came closer, bending over to give me a kiss.

"Mmm. Now fuck my face," I demanded.

"I don't wanna be too rough," he replied, uncertainly.

"I'll be fine."

"If you say so, Boss."

"Don't call me 'Boss' when we're-mmph!" His rod jamming into my mouth cut me off. I straightened my neck, my mane hanging towards the floor while I lay upside down, his dick sliding in and out of my throat. I saw Mia sneaking past him and onto the bed, then I spasmed as I felt her tongue in my pussy. I wanted to moan with pleasure, but ended up choking instead. James stopped thrusting and pulled out,

"Are you okay, babe?"

I put a hoof on Mia's head, petting her as she ate me out. "Yes, don't stop, I can take it."

He shrugged and filled my mouth again, shoving harder this time. I wasn't expecting the deep thrust he gave me, and I felt my eyes bug out as I almost puked.

Oh crap. I think I may have overestimated my abilities.

"Um. That feels so good." James pushed again.

I had definitely been wrong, I couldn't handle it at all. His cock tripped my gag reflex, and I threw up, some of it squirting out of my nose in gooey strands, some of it erupting around Jame's cock in my mouth and oozing down my cheeks. I was shocked, and a moment later that turned to horror when I realized I'd just involuntarily pissed in Mia's mouth as well. I felt her jerk in surprise, and the sudden overwhelming shame made my cheeks burn.

Then she started licking me again, even more eagerly than before.

"Oh jeez Eris," James began, trying to back off. "I'm so sorry-"

I used my other hoof to keep him from pulling out. "Mmm," I said, the feelings of humiliation making a hot little ball in my stomach that slowly trickled down to my crotch, leaving my hooves shaking with desire. I was actually enjoying this, against my own expectations. Too much to stop.

"Are you sure?" James asked again, resisting my efforts to pull him back into my throat.

"HRRRMPH!" I growled, getting frustrated while I tugged at him with my hoof.

"Well, if that's what you want..." He pushed back into my mouth roughly then, and some of my slime squeezed out and ran down my face, messing my mane. I was too excited to care anymore, even as I gagged and coughed, more goo coating my face and mane. Whatever Mia was doing to my pussy with her tongue and fingers had driven me to the brink of-

"MMMPH!" I moaned, writhing on the bed as i came hard. I could feel Mia's lips sucking on me as I squirted into her mouth, and that turned me on even more.

Then she was crawling over my body. "You've made such a mess, baby," she purred as she slid up my chest, stroking me through the little tube top. She guided Jame's dick out of my mouth and kissed him on it, then she kissed me hard. I could taste myself on her lips as I wrapped my hooves around her and slid my tongue into her throat. She choked on it, but of course that didn't do anything except make her more eager.

I could see James was watching us, his penis erect like a flagpole. Mia did too, and she slowly pulled out of my embrace.

"Eris? Stay right here, sweetie."

"Mmm."

She crawled around on top of me, putting her naked ass and pussy directly over my face, the denim skirt shoved all the way up her waist. I could see how wet she was, and I used my long tongue to tease her until James rammed his dick in, eliciting a squeal of pleasure from Mia. I continued to lick while he pounded her from behind, my tongue dragging against her clit and his shaft. I was momentarily glad we didn't have any immediate neighbors with the amount of noise she was making.

It didn't take long for them to finish, James straining hard into her and Mia groaning back against him while I frantically lapped my tongue against them both, eager for a taste. When he finally pulled his cock out, cum dripped onto my face and mouth from Mia's soaked pussy. I impatiently grabbed her ass and yanked her down, shoving my tongue up inside her slit.

"E-Eris, oh baby," she moaned, her thighs trembling against my mouth while I slurped down the warm cum from inside her. Finally I let go and fell heavily back on the bed, licking my sticky muzzle.

Mia crawled off and came up beside me. She kissed me on my dirty snout and giggled. "Goodness. You really are filthy."

I smiled a little. "I know."

"Let me help you."

"Wha?"

She began licking my cheek.

"H-hey, that's kind of gross," I protested, trying to worm away.

Mia grabbed my forehooves and put a leg over me, straddling my hips. Then she leaned down and started running her tongue over my face again, holding my hooves up on either side of my head so I couldn't interfere.

I groaned. "Okay, okay. Eating my chewed food wasn't enough. Now you're licking my puke off my face."

"I'd lick anything of yours," Mia whispered in my ear, hovering over me. Her tongue went up and down my ear, chasing it while it flicked about nervously.

"J-James? A little help here?" I whimpered. "Mia's being disgusting. Again."

James was sitting beside us on the bed, watching with interest. "I don't know," he replied. "I'm not sure if it's safe to try and pull Mia off her meal."

I rolled my eyes. "You're enjoying this, aren't you?"

"You're not? I mean if you were really wanting to escape, you've got all that magic, right?"

"I... I..." I sighed, feeling Mia's soft, wet tongue running down my muzzle, her strong legs against mine, and looking up into her eyes, shaded slightly by her crazy pink hair hanging down. "Yes. I am," I finally whispered. "I'd be lying if I said otherwise."

Mia giggled, nuzzling me gently. "You're the best boss in the world, Eris."

I rolled my eyes and sighed again, relaxing underneath her. "What can I say. I aim to please."