Cultists and the few hybrids that remained flooded into the caverns, battling the swarms of changelings which descended on them like a black cloud. A ceaseless buzz filled the atmosphere. Bon Bon took aim, popping the heads of her targets, which splattered into a gooey mess. Upon the disappearance of Mother she'd temporarily seized command, determined to track down and rescue her. She cocked her rifle, unloading shot-after-shot, her cold eyes hidden behind dark sunglasses.

“Fan out. Take no prisoners. We'll raze this place to the ground and salt the earth.” Without their leader she had no direction other than serve the cult's interests. The fall of her hooves were almost silent when she hopped from place-to-place.

The moment Mother disappeared she had scoured the area. An attack had come suddenly, but she was ready for it, laying her own trap for the mercenaries sent to exterminate them. They had suffered an acceptable amount of losses; some casualties were to be expected. Funny enough, it was Pestilence who had inadvertently warned them; he'd sent a carrier pigeon with a letter in secret, hoping it would reach Derpy and lead Shining's force here. She'd intercepted the message, and caught wind of strnge movements from their new allies. Not that she hadn't already suspected treachery and kept tabs on them anyhow.

What she didn't notice her the strange parasites that slinked away from the downed corpses, as she barely took a moment to confirm each kill before moving to the next target. They resembled slimy silverfish but we're larger and darker, darting quickly and moving in silence. So busy was she fighting more changelings that she didn't even feel the one crawling up her leg.

Its beady eyes studied her anus and vagina, worming into the latter, squirming down the wet pink tunnel, until it wiggled its way into her cervix entrance and took root in her warm womb. She winced from a sudden sharp pain in her core, followed by an odd arousal, her sex dripping down her loins. She hadn't felt such an erotic sensation since her brainwashing under the cult. It profoundly disturbed her. She ignored the odd mix of emotions for the moment, focused on the battle at hoof...

Back in the quiet villa Vinyl Scratch and Octavia tried to practice their latest routine, simply to find the lacked the usual harmony. After years of practice they'd honed themselves into a well-oiled unit. Yet both knew where the fault lay; after their falling out with Lyra it seemed so empty. She had a way of brightening even their darkest days despite her grieving. In fact, without her cheery demands to give each other another chance they probably would have parted ways a long time ago.

Every time they made love it was a reminder Lyra made this romance possible. The pair felt like they owed her. “You only live once,” the DJ said with pursed lips. “I'm not about to throw our lives away on some testerone-fuled fool's errand!”

“You needn't justify yourself to me,” reminded Octavia who'd heard similar tirades since the small army had left. “I simply hope Lyra will be okay,” she admitted, speaking aloud what both of them had been thinking for some time.

“She's a lot tougher than she looks,” replied Scratch desperate to convince herself. Certainly their old comrade was no slouch, but she lacked in killer instinct. Both agreed that soft side might cost her life someday. It was brutal out there.

“Maybe we should have volunteered, after all.” Tavi sighed. “At least the turnout here is nice, relatively speaking.” They couldn't expect much from such a small and poor villa, but they made quite the stock of bits anyhow. Of course even their saucy backup dancers struggled to compete with Trixie's stripshow, especially when she invited lucky stallions backstage to have a piece of her and her sidekicks. She watched the witch performing her usual tricks in the buff, partly obscured by colored smoke.

“Tch. We'd be twice as popular if we were humans,” murmured Vinyl with a twinge of bitterness. “What's she got that we don't?” She leaned on a speaker propped onstage for support, shaking her ass and tits with gusto.

“Leave it, Vinyl. Envy doesn't become you. It does provide a certain exotic flair, you must admit. Plus they have hands and fingers. Lyra certainly seems quite fascinated by them.” She covered her mouth to stifle a titter.

“Feh. The novelty will wear off, but we'll still be here, rockin' the real party!” She smirked and trotted over to her lover, planting a firm smack on her ass, which made her mildly flush, still holding a bow in one hoof and supporting a cello with the other. Behind them Flitter, Cloudchaser, and Pacific Glow practiced their usual synchronized and seductive dances.

“Capper certainly seems to approve,” noted Tavi who noticed how intently he studied them all.

“Ha, ha. All he wants is some more pony puss. Not that I blame him wanting seconds from a fine prize filly like me!” She scrunched up her snout, souring anew. “Oh look, he's already checking out those sluts Trixie, Fuschia, and Lavender...”

Octavia took a deep breath. “Go easy, okay? Remember, she's lost her daughter. I can only imagine what she's going through right now. Probably throwing herself into work and sex harder than ever just ot ignore the pain...”

Guilt and shame suddenly overwhelmed Vinyl who bowed her head. “You're right. I'm being thoughtless.”

A rumble in the distance interrupted them. Heads from all over the village turned in the direction of the Everfree, the low rumble growing louder by the moment, like an earthquake was about to strike. Redheart and her assistants were suddenly ferrying patients to shelter, preparing for the worst. Trees rustled about the outskirts, leaves twirling loose under the vibrations.

Goo rushed the area in a tidal wave. Greenish-yellow, sticky and bubbly, hissing and writhing, it bowled over and smashed tree trunks. Vinyl instinctively rushed to the main entrance, flared her horn, and cast a protective shield, the invisible force-field just barely managing to halt the deluge. Already she was sweating and straining under its alien power. “Help,” she wheezed.

A number of unicorns from the habitant ran to assist her, their protrusions lit up too, adding to the protective magic she weaved. “This isn't the kind of spell I'm good at,” whined Trixie as she, Lavender, and Fuschia did their best to help expand the dome's radius. A wall of the alien substance hovered overhead, the Smooze altering its composition, trying to find whatever combination of chemicals would allow it to break in. Suddenly a hiss was audible as it bubbled and foamed.

“Ah fuck!” Vinyl hissed when a droplet of acid ate through the shield, landed on her shoulder, and ate a tiny chunk from her skin, leaving a nasty wound and almost making her lose concentration. But she knew the moment she did the united unicorn spell would likely fall like a line of dominoes and they would instantly be consumed by this damned horror.

“I feel so helpless,” mumbled Octavia who wished she had one of those modified unicorn horns the cult members sometimes used as weapons, despite how obscene she thought the idea was. “Isn't there anything we can do?!”

“Afraid not,” said Capper who for once seemed humorless. “Guess we made the wrong choice, huh?” But for all they knew Shining's army fared no better. By now the Smooze surrounded them from all sides, offering no hope of retreat.

The occasional trickle of acid rain ate its way through, a scream sounding as it splattered a stallion, melting flesh and bone from his face. He crumpled onto his side with a thud, still hissing and writhing, steam arising from his half-eaten corpse.

The villagers were forced to huddle closer, boxed in, the end drawing closer with every passing second...

With a continuous magical onslaught Starlight Glimmer had driven the monstrosity into the innermost depths of its lair. She watched it retreat into the murky darkness down the black slope, still huffing and ready to pursue. The one thing that made her pause was the strange sensation of something alien crawling inside the walls of her womb. She held her belly which had started to bloat, fell onto her side, the parasite embedding itself within her contracting walls, her moist slimy insides churning.

She huffed and blushed laced in a sheen of perspiration, moaning low as her breasts and swollen stomach rose-and-fell, lubrication dripping down her thighs like she was edging on the verge of a mind-blowing orgasm that wouldn't come. She wondered what was wrong with her, then saw Mother and Cherry Jubilee were wracked with the same symptoms, writhing nearby as they convulsed in throes of pleasure, spurts of marecum erupting from them as she finally burst too.

“Damned...monster...” She cried out certain it was behind this. One last desperate attempt to save itself. They could all feel their parasite crawl inside their uterus, what had once felt strange and painful now wracking them with unspeakable pleasure. It was molding themselves to them, trying to infect their brains, to make them desperately wish to become its servile broodmares!

Bon Bon landed softly nearby, a trail of splattered changeling bodies left behind her. She started to take aim at Glimmer with a rifle slung on her back, but was hit by the same sensation as the spawn fished through her core, making her grab a swelling barrel and breasts, her sweaty face burning bright as a steady trail of wetness leaked from her slit. “What is this...?”

She stumbled unsteadily towards Mother who was still rolling on her back like she was ready to give birth, her face twisted with obscene bliss even as tears leaked down her cheeks. Bon Bon dragged herself closer one hoof at a time, then inevitably collapsed and wiggled too, ashamed once euphoria and a desire to mindlessly be bred for life suddenly kicked in. She told herself it was the creature's doing. It had warped their psyches. Not that it changed what they all felt as it wormed deeper.

The foursome squirmed there for what felt like hours, each second stretched out as it altered their perceptions, soaked in a combination of sweat and each other's marecum. Their gaping fucktunnels continued to convulse as they splattered each other in their lubricants which pooled under their buttocks The air was now thick with the combined smells of their feminine musk.

Trots sounded in the distance. “Be careful, Derpy.” Flanked by soldiers, Time Turner and her assistant approached, the mare stopping before the impregnated quartet and drawing the sonic device from her coat. “Nasty business,” she noted. The troops remembered their training, trying to keep themselves under control, but a few popped boners at the sight before them.

“T-take me stud,” whimpered Cherry who locked her eyes on the stallion with the largest equipment, from his flared tip which was spotted with a bead of precum primed and ready to breed any of the willing mares.

“I wouldn't suggest it,” warned Time Turner. “Is a good lay worth being eaten by a parasite?”

“I don't care anymore,” whined Bon Bon whose eyes were glazed over and her mane was messy like a strung-out crackwhore, the onslaught of pleasure all throughout her unbearable. “You can all take me at once. Just make the pain stop!”

Time Turner shook her head and Derpy covered her eyes when the stallions seemed to lose all sense of themselves, senses dulled by the perfume musk their cunts continued to emit, until the lot of them descended on the infected mares. They buried their cocks deep in whatever moist holes were available, reduced to little more than rutting beasts as they triple-penetrated the foursome.

She shook her head with tsks. “Glad I'm not a stallion anymore. Granted, the mares have suffered an even worse fate...” She adjusted the settings on her sonic device as the colts continued to rail them, several already having spilled their seeds which dripped from needy holes, simply for more troops to replace them. “I'm afraid this will hurt quite a bit.”

First she changed the frequency so that it would help tire the stallions out, already exhausted once they spilled their loads. Derpy helped them lay down as they collapsed onto the rocky floor. Soon they were all sleeping in a close pile. Next she tinkered with the tool's settings once more, its tip emitting a light which served as an x-ray, allowing her to see the parasits festering in their wombs. “Just like I thought. We'll have to extract them to save their lives. Should have brought some gloves. Derpy?”

At her request Derpy lined up befor their first subject, Cherry Jubilee, whose parasite was most deeply rooted in her. “It's linked so deep this very well could kill her. But she'll die for certain if we simply leave it. There's no choice.” She turned the settings some more, sat between Cherry's spread legs, and aimed the tool into her crevice, a buzzing sounding as vibrations were emitted. The spawn started to squirm uncomfortably in its nest. “Derpy, reach deep inside and extract it by hoof. Carefully.”

“Miss T-Turner, it won't attack me, will it?”

“No worries. I'll be ready for it. Please, Derpy. They're depending on us.” Touching another mare in such an intimate place was strange to Derpy, but she could handle that. But those icky monsters? Yet she knew this was horribly wrong. With trembling hooves she reached into the gaping foalhole, still smeared with semen that she tried to wipe away with a washcloth, feeling the walls convulse around her when she reached deep as she could. Jubilee shrieked, a stream of fluids leaking from her urethra.

However the spawn grew increasingly uncomfortable from the oscillations and a sound which was almost inaudible to ponies cast by the device. It instinctively pushed the slimy entrance to the cervix open, wiggling its way out, only to be seized by Derpy's now slime-riddled hooves. “Now, Derpy! Pull!” She yanked hard, a trail of marecum sticking in strands which connected Cherry's vulva and the silverfish-like creature, which tried to slip free only for Time Turner to stomp it into a flat mushy pile.

They repeated the process with the others, Mother, Starlight, then Bon Bon in turn, the quartet now barely conscious. Their bellies remained partly swelled for the moment, still breathing hard while their sanity started to return. Time Turner forced a potion down each of their throats, not that she needed contraceptives herself since she'd always avoided romantic entanglements, but she carried one for others in case of emergencies. “There. No nasty unwanted offspring!”

Derpy frowned sympathetically. “So this is the cult's leader?”

“Apparently so. I thought crystal ponies were extinct. She's tried to turn herself into an alicorn...with rather limited success. What a curious cutie mark.” She traced the linked female symbols of Venus. “Otherwise, she doesn't appear to be special.”

The moment Bon Bon partially recovered she was instantly on her hooves, reached for her rifle, and aimed for Time Turner. “Now, now. Is that any way to repay the mare who saved your life?” She smiled, raised a hoof, and showed off the bullets she'd somehow slipped from the rifle. “They call me a doctor, but I'm more like a magician. Why must we resort to violence?”

Bon Bon lowered her weapon and slumped her shoulders in defeat. “Shut up, hypocrite. If we hadn't cleared the way you never could have come this far.” She nodded to all the corpses of cultists and changelings that lined the caverns. “Mother, wake up.” She slapped her cheek a couple of times until she stirred. “It's time we left. There's nothing left for us here.”

Mother shook her head. She looked to the Necronomicon which even in her addled state Starlight had seized and held protectively to her bosom. “Can't you see? It's over. Most of our forces have been decimated. I've failed. I stained my hooves with the blood of so many ponies for nothing...” She wept into her hooves, sniffling as her sins weighed heavily on her.

“I won't let you simply lay down and die. We'll start over from scratch if necessary.” She opened a satchel strapped at her waist, pulled out Wet Nurse's diary. “I saved this because I know how important it is to you.”

With a muted sob Mother nodded and accepted the book with trembling hooves. “Thank you, Bon Bon.”

They started to trot away. Starlight rose to stop them but Time Turner raised a hoof to stop her and shook her head. “They have their own destinies to fulfill. Besides, you're still too weak. I insist you rest.” She forced her back into a seated position.

Starlight glared with barely contained fury. “What, let them just get away with all this?!” She rushed at Mother, knocked Bon Bon aside with a strength that surprised her, and tackled her to the floor, grabbing and shaking the limp cult leader. “You're responsible for all this!” She started to cry, remembering what happened to Sunburst. “Bring him back!”

“I can't! There's no body left! There's only one way...” She looked at the black tome, shaking her head.

Glimmer dropped her, and barely noticed Bon Bon reached for a smaller hidden pistol in her satchel, just for Mother to shake her head. The pair retreated from the caverns. For several moments she stared at the black book in her hooves. She knew it was insanity even as it called to her. Knew what the price could be. But to have Sunburst back? He was everything to her.

Time Turner frowned. “Wait-” But with a blink Glimmer teleported away to who-knows-where. She sighed. “It seems I must finish this. I can't allow that abomination to recover.” She handed her bag to Derpy. “If I don't come back, I've left instructions in my caravan.” She pressed a hoof to Derpy's mouth, silencing her. “There, there. You'll be fine! Trust me.”

Derpy held the uncoscious Cherry Jubilee. “Be careful, okay?”

With a cough Time Turner set off alone into the innermost depths of the alien's dreary lair.

The exit loomed ahead. Bon Bon allowed Mother to rest on her shoulder, the pair cantering ever closer to freedom. Then she paused when a familiar mare stepped from the shadows and approached. “Stop,” she warned taking aim with the small pistol. It could only carry a couple shots, neither of them powerful, but it was more than enough to down a pony, especially at close range. “You've seen my work. You should know what am accurate shot I am by now. Let us pass.”

“No.” Lyra headed closer. “You...you'll have to kill me, Bon Bon. Me, the mare you love.” She moved closer. A warning shot pinged off the floor, but she paused momentarily, then pushed ahead. The cool barrel of a gun touched her chest.

“Whatever you think we had, that Bon Bon is long dead.” She suddenly grabbed Lyra by the mane, forcing the weapon's tip into her mouth, staring with cold, hateful eyes. “The name is Sweetie Drops.” She tried to pull the trigger.

“Don't,” ordered Mother. “There's no need to kill her.”

No matter how many times Bon Bon tried she couldn't do it. “I...I love you Bon Bon,” managed Lyra despite the cold metal filling her maw. “A-and I know you still love me, too...” She touched her lover's heart with a quivering hoof.

Confusion overwhelmed Bon Bon who pulled away. She remembered old times with her companions. Working under Fancy Pants, undertaking missions with Vinyl Scratch, Octavia, Time Turner, Derpy, and most importantly, Lyra. Theirnlife had been filled with constant violence. A part of her simply wished to settle down with the mare she loved. But she told herself it was necessary for Equestria's sake. And despite all that they had been content most of the time.

She raised the pistol to her head, felt it press to her skull. “No, don't!” Mother watched in horror, and Lyra ran to stop her. A loud bang sounded. Blood, brain matter, and skull fragments struck Lyra, whose wails echoed through the caverns. The body toppled over in a thick red pool, the conflict in her tormented mind silenced with finality.

Lyra curled up next to the remains, weeping. Memories of Mother's own death flashed in her mind, her neck twisted, and Wet Nurse coiling next to her, begging the former cult leader to bring her back, saying the twins couldn't live without each other.

“Bon Bon, come back! Come back!” Lyra continued to call out, losing touch in her hysteria.

Unable to take any more, Mother broke into a mad gallop, tears falling as she held the diary under a limb. She didn't know where she was going or what she was doing anymore. Only that she needed to escape this madness. The ladder built into the rock which led back to the Atrocity Exhibition were so close. She spread her implanted wings, prepared to take flight.

A spear flashed in the darkness. She reared up instinctively. It slammed directly into her cunt, exited out her ass, and lifted her up, until she was impaled against a wall. She coughed up blood, staring at the wound in her sopping marehood, barely able to conceive it had happened. Blood rushed to her already heavy skull, a coppery taste drenching her mouth.

She reached weak hooves around the speartip, trying to pull herself free, crimson splattering the opened diary which she had dropped to the cave floor. “P-please...spare the diary...it's all I have left of my twin sister...”

Fleur looked at the soaked book with disdain, holding the spear in place. “Oh, this?” She spitefully lit her horn, unleashed a blast of powerful energy, and set the pages ablaze, sneering as she forced her to watch it burn. “Nopony will mourn you. This is for Fancy Pants you murderous bitch!” She twisted the speartip, watching the broken and crying cult leader bleed out.

She dropped the still barely-breathing mare, withdrawing the spear with a plop. Hiking a long leg up, she released a warm stream of urine directly onto her face and into her mouth, making certain her pissing cunt was the last thing she saw.

Then she lifted the corpse with her aura, carrying it to a pair of wounded hybrids not too far away, and tossing it to them with scorn. They leapt on the fresh meat, no longer recognizing it as their master, tearing chunks apart while they feasted on the last crystal pony. Drool leaked from their maws while they happily picked the bones clean.

It was done. Fleur felt satisfied yet empty. She hurried back to the Atrocity Exhibition above.

Author's Notes:

So long my favorite background pone, Bon Bon...