Stargazer ran through the forest as he was sure that Blueblood was hot on his trails. That battle he had with the guards took a lot out of him,in fact, because of that fight, he completely lost track of where he was going. He had no idea if he was heading towards Ponyville or away from it. It wasn't long before he heard the sound of a train about to pass by. Using what little magic he had left, he zoomed through the forest until he came upon some train tracks with freight train coming up fast. At this point, he didn't care whether or not it took him to Ponyville, just so long as it got him away from Blueblood and that damn ax of his. Stargazer hid behind a tree and waited for the engines to pass up before running full speed at one of the boxcars, climbing aboard, and entering it; quickly shutting the door afterwards. Not long after the train passed, Blueblood and Stardust appeared on scene.

"Dammit, we lost him." said the prince.

"Where could he have gone?" Stardust wondered.

"I'll keep looking, I need you to get in touch with Celestia and inform her of the situation." he said.

"Yes, my prince." she answered.

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

Cadence was tossed to the side; her eyes rolled back with her tongue sticking as her body twitched. She was completely out of it. Spike, grabbing the chains wrapped around his feet, broke free from his bindings and looked at the group of mares that were standing in front of him. With eyes glowing brighter than ever, only two words came to mind. "SPIKE, WANT!"

"S-So what do we do now?" asked Rainbow. "We can't use magic on him."

"The only thing we can do." said Pinkie. "EVERYPONY FOR HERSELF!" Everypony, except Twilight and Luna, ran out the room right before Spike roared and leapt after them; pushing Luna out of his way.

"Luna, you check on Cadence, i'll get Spike!" Twilight said running after them. The mares all ran in different directions, but Spike had his sights on one......Applejack. The nude dragon caught up to the farm pony and pulled her into one of the many rooms of the castle.

"W-Whoa now, partner." she said. "L-Let's just.....HEY!"

In a single move, Spike ripped off Applejack's clothes then threw her onto the bed. Spike wasted no time in jumping in after her; grabbing her luscious D cup breasts and fondling them to his heart's content. Applejack groaned once Spike took both nipples in his mouth. "W-Wait." she whispered. The farm pony released a loud gasps once she felt Spike's member poking at her marehood. She sealed her eyes shut and gritted her teeth as Spike slowly pushed himself inside her tight passage.

"A....Ap....ple....j-jack." Spike managed to said. "T-Tight."

"Spike." she said softly as Spike slowly pulled back before thrusting forward. The room was soon filled with soft grunts from both Spike and Applejack; mostly Applejack. The last time she had something this large inside of her was when Rainbow used a strap on during one of their "alone times".

"GAH!" Applejack yelped once Spike reached a certain spot. Spike suddenly stopped and looked down at his soon to be mate. just as she looked up at him; panting heavily. "I-It's okay, Spike, just caught me off guard, that's all." With little bit of reassurance, Spike recommence his thrusting; earning more soft grunts from Applejack. Spike couldn't help but stare at her large orbs as they jiggled with each of his movements. He soon buried his face in between them; groping and sucking as his rhythm picked up a bit. Applejack herself, didn't really respond all that much to his actions, in fact, she wasn't all that responsive at all; aside from her soft grunts. It wasn't because Spike was bad at what he was doing or anything, it's just that, males don't really turn her on at all. If this was, Rainbow, or any other mare, she'd be moaning up a storm, but the fact that she was with a male, caused her to just basically lay there while he had his way with her. Moving from her breasts, Spike began kissing and licking his way up to her neck. Applejack responded by wrapping her arms around him and holding him close as her body started to jerk by Spike's movements. She could tell that he was starting to get close and braced herself for what was to come. Spike slowly ran his tongue across Applejack's shoulder as he picked up the pace that much more, and with one final thrust, he released his full load inside her. "S-So hot." she whispered.

Applejack soon dug her nails into Spike's back as a wave a pain flowed through her once he bit down on her shoulder. Seconds later, that pain subsided and a mark appeared on her shoulder. "A-Applejack?" Spike managed to say; a bit clearer this time. With Applejack being the 6th mate he claimed, his mind was becoming that much clearer.

"S-Spike." she panted. "Y-Y'all okay?" Spike answered with a soft growl before moving off of the farm pony. With heavy breathing, the pair stared up at the ceiling; Spike soon moving a claw over one of Applejack's breasts to fondle it. The farm pony let out a chuckle before moving to sit up, however, she was quickly pulled back down, to which Spike took this time to crawl over her; his "little buddy" standing at full attention. "W-Whoa there, Spike." Applejack said. "H-Hold on there a second." Spike released a soft growl before moving in to slowly lick Applejack's neck. The farm pony shuttered as she attempted to push Spike off. "S-Sorry, Spike, but y'all aint wreckin' me like y'all did ta Cadence." Right as Spike was about to enter her for another go around, Applejack lifted her right knee and bucked Spike off her. The farm pony's strength caused the dragon to fly off and hit the wall with a loud thud. As Spike groan in pain, Applejack quickly got out of bed, although still a bit wobbly from her session, and looked for her clothes. Unfortunately, they were ripped to shreds all over the floor. With no other choice, she grabbed the bed sheet, and wrapped it around her body before making a quick dash for the door just as Spike recovered.

Spike rose to his feet and ran out into the hallway where he saw Applejack attempting to make a break for it. The dragon leapt into the air and landed on top of the farm pony; bringing her to the floor. "A-ANYPONY MIND HELPIN' ME HERE?!" she yelled while attempting to stop Spike from ripping the sheets from her body.

"HOLD ON, BABE!" came Rainbow's voice. The cyan pegasus flew in and grabbed Spike; pulling him off her marefriend. The two of them flew down the hall before Spike broke free from Rainbow's grasp. Landing on the floor, the horny dragon locked onto what was going to be his next target. "Oh, horsefeathers." Rainbow said as she attempted to get away. Spike quickly gave chase after her; running up the walls and launching himself to grab her midair. Spike and Rainbow came down to the floor with Spike holding his future mate in his arms. "Geez, Spike, you trying to kill me?"

"S-S-Sor.....ry....R-Rain.....bow." Spike said. Before Rainbow had a chance to react to Spike barely saying her name, he grabbed her tank top and ripped it off her. Rainbow shrieked as her chest was now exposed, while Spike let out a somewhat disappointed growl. Rainbow's breasts wasn't as big as the others. She looked to be somewhere between an A or a B cup, however, what she lacked in the front, she made up for in the back. Spike soon grabbed her shorts and ripped them off as well; revealing Rainbow's perfectly round plot. Spike released a satisfying growl and wasted no time in pushing on her stomach to grope it.

"H-HEY!" Rainbow said before looking back at him. Her eyes went wide once she saw his massive length being aligned with her marehood. "W-W-Whoa, Spike, let's not ru-AAAAAHHHHH!" In one move, Spike entered her. The tightness of her pussy caused the dragon to growl in delight. "Oh....shit." Rainbow whispered as she felt Spike pull back. Sealing her eyes shut and clenching her teeth, Rainbow braced herself for what was to come. Gripping her hips hard, Spike thrust forward; going back inside her. Rainbow let out a scream that threaten to shatter windows as Spike pumped into her. The dragon couldn't take his eyes off her plot as it jiggled with each thrust. As Spike's movements increased, so did Rainbow's grunts and groans. The cyan pegasus made an attempt to crawl away, but to no avail. A high pitched squeak escaped her mouth as Spike reached a certain point within her that caused her inner walls to grip his "little buddy" tighter than it already was. "S-Shit, d-did it get bigger?" Rainbow thought as she sealed her eyes shut once again due to Spike's heavy thrusting. "I can't take it anymore, please just hurry up, Spike!"

Spike wrapped his arms around her, and pulled up to her knees. This caused Rainbow to release another loud, high pitch squeak as her body was now being jerked upwards. Spike moved to her shoulder and slowly licked it; soon picking up his pace once again as he was starting to get close to his peak. "I.....I don't b-believe it." Rainbow thought. "He's gonna make me......" The cyan pegasus could no longer hold back. With tears in her eyes, her body froze up as she came hard; her inner walls uncontrollably squeezing and milking Spike's member for all it was worth. With a deep growl, Spike released his load deep within her; causing her eyes to roll back. "So hot." she whispered. Rainbow soon released a loud "eep" when Spike sank his teeth into her shoulder; claiming her as his. Rainbow fell forward; her body twitching every now and then as her tongue stuck out. She was completely out of it.

Spike placed a claw over his head as he suddenly felt dizzy for some reason; his bright glowing eyes went dim as struggled to stand up. Spike stumbled and fell against the wall and groaned as he held his head with both claws; soon falling to one knee. "SPIKE!" came a familiar voice. Spike didn't have to look to see who it was as he already knew.

"T-Twilight." he groaned before passing out. Twilight caught him just before he hit the floor. At that point, Applejack ran up on scene and saw Rainbow on the floor with a dazed look on her face while Twilight was holding Spike.

"Rainbow, say somethin'." she said as she kneeled down next to her marefriend. The only thing that came out of Rainbow's mouth was a grunt as her body twitched. Purple aura soon surrounded both Rainbow and Spike and the two were levitated into the air.

"Let's get them to bed." Twilight suggested.

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

As the sun started to rise, a freight train slowed it's pace as it entered into a city. Stargazer, feeling the train slowing its pace, opened the boxcar, and jumped out; ending up a few feet away from a train station. He decided to make his way over in hopes to sneak on board another train that might be heading towards Ponyville. Thankfully, for him, the place wasn't open yet, and this gave him the chance to break in and take a look at the schedule. He saw that there was a train scheduled to make its way toward Ponyville within the next few hours. With no other choice, he had to wait it out. Walking around the building, he was shocked to discover that the city he was in was completely destroyed; as if multiple bombs went off at once. Buildings were barely standing up and looked as if they were going to collapse at any moment.

"Where the Tartarus am I?" he asked. Immediately, his question was answered when he saw a battered sign.

Welcome to Baltimare