A few days passed while modifications were made to Time Turner's craft, soldiers working around the clock to carry out Derpy's orders. They shuffled supplies between the caravan and the workshop, offering rooms and care to the newly freed slaves. They had to keep constant watch over them in case they harmed themselves; pretty soon their numbers were stretched desperately thin. Shining Armor was tempted to seek more outside help, but wasn't certain he could trust those who might sell them back into slavery. “Better meet back up with the rest of my forces,” he decided, knowing Redheart in particular would be invaluable.

He cantered over to Derpy who was busy cheerfully doling out orders. “Oh hey, Mr. Shining!” Before she'd usually spoken that way in deference to those she thought her superiors; now it was more like a pet name. “What can I do for you?”

“I need you to operate your ship. It's time we met back up with the others. I'll leave Fleur in charge here.”

“No problem!” Once she'd coveted his ass; now she slapped it possessively right in the open. He blushed. She was already busy with a tracking device she'd used to help them hunt down the cult's movements. “Hmm, odd. I'm getting a different magical signature from the village. It looks like...” Her face suddenly fell. “The Smooze?! Oh no...”

“What?! Couldn't be! Don't tell me they're all...” He fell to all four of his knees.

“Let's not jump to conclusions!” She scanned the Everfree Forest. “Looks like I'm reading one of the most powerful magical signatures I've ever seen! Why, it might even put Celestia and Luna at their height to shame!”

He rose and nodded, rcovering himself. “Okay. We'll do a little reconnaisance but I don't intend to engage.”

“Wise choice. Whatever it is could probably slaughter us.” She smiled to Sunset who was nearby. “Coming?”

“Wouldn't miss it,” replied Sunset grinning back. She walked a little funny, still quite sore from their last intense session, but she certainly had no regrets. They made their way into the caravan, preparing themselves for take off.

Of course most of their new acquisitions struggled to adjust to their new lives, most have them having been imprisoned, repeatedly raped, and forced to bear foals to the point where they'd lost all hope or touch with reality. Cherry Jubilee didn't feel much better after cruel awareness returned. “It's all my fault,” she sobbed covering her face with both hooves.

Tree Hugger sat by her in a blank room on a cot and patted her back. “No it's not. I've been through something similar, you know?” She recalled the many horrible years she'd spent in a breeding camp...and the conditioning the cult had activated which caused her to betray and indirectly cause Fluttershy's death. She'd hated herself so much for that she'd almost ended her life.

She'd learned to forgive herself, even if the sins weren't hers to bear. They'd stolen all choice from her. Flutter's animal companions had certainly helped get her through those dark times afterward, especially Mr. Bear.

“I tricked mares into coming to that horrible place...turned them into sex slaves...”

She shook her head. “Not you. That parasite. Like, your actions weren't your own. At all.”

Seated across from them on the floor were the CMC who were squabbling like always. They would meet to practice meditation techniques, get high, and sometimes sleep around, usually whenever Capper dropped in. But none of that seemed appropriate right now. “Like, lighten up a bit for a while, will you? This is serious, you know?”

“Sorry Tree Hugger,” the trio said as one, calming down.

“No biggie.” Hugs shot them a toothy grin. “Anything I can get you, Cherry? A drink, maybe?”

With a sniffle Jubilee nodded. “Thanks for the hospitality, sweetie. I really appreciate it. Not sure what I'll do with my life now. No real prospects or direction. Probably anypony I've ever been close to is dead...”

“You're welcome here anytime. We'll have a righteous time, you know?” Tree broke out a bottle of champagne, uncorked it, and poured some for everypony there. She even offered Mr. Bear his own glass. “How's about a toast? To a better tomorrow.”

They clinked glasses and drank. The CMC all made sour faces, unused to the taste, but downed theirs anyhow. They welcomed Cherry Jubilee like she was family, and she managed a sad smile, trying to figure out what her place was now. Like most of the liberated slaves it would take some time, but they'd do their best to welcome them into their new home.

In a similar manner Rarity tended to the broke down mares that overran the hospital wing, many of their eyes empty and dead, to say nothing of any brands and scars that marked them. Many had their horns and wings mutilated or removed. She shuddered as she studied bruises and lacerations, unable to help but mentally put herself in their battered hooves.

She was helped by Lyra, who was little better than a zombie herself since witnessing Bon Bon's graphic suicide, and Pinkamena who thankfully seemed rather serious about helping out where she could. It pained her to think Pinkie was probably thinking about the horrific mutilation her own friends and family had suffered which made her finally snap.

She came upon a particularly radiant white unicorn, her silky blonde mane and bright blue eyes striking. “Oh, it hurts!” Her feminine voice was almost musical despite the whines. Her horn was fractured and she was covered in tally marks all over her sensuous curves. Despite the horrific treatment she'd endured she appeared to be one of the loveliest of the lot.

“Hold still,” said Rarity not unsympathetically as she ran a warm washcloth over dried flecks of blood.

“You're too kind, Rarity. I'm not worthy of your generosity.”

“You know who I am?” It wasn't so strange. She'd been a famous fashion designer and an Element of Harmony, after all. But that knowledge wasn't as widespread ever since the nemesis had rosen to power. “You seem...familiar. Have we met?”

“Quite a long time ago. It feels like another lifetime. Call me...Princess Blueblood.”

“What?! But you're...” She'd heard stallions who refused to participate in the gangrapes of their fellow mares were transformed by sorcery into mares themselves and given over to the most brutal males. She cringed at the idea.

“I am. I've treated you abhorrently. I see that now. And I'm sorry.”

“That was so long ago. It's petty, anyhow. Not worth thinking about.” She squeezed Blueblood's hoof. “I hope this isn't offensive, but you look wonderful this way.” Were her perference for mares she totally would've gone for her.

“Thank you. I've...adjusted.” She traced a scar on her belly where they'd cut a foal from her.

“Oh, you poor thing!” Rarity fished out her healing elixir from her belongings, dabbing a small amount on the scar which vanished within moments. Blueblood stared, incredulous. “There. I wish healing scars on the heart and mind were so easy. I hope this isn't too personal or painful a question, but how did this all happen to you?”

Blueblood chewed on her pouty lower lip. “Somehow the nemesis discovered a spell that trapped Celestia in the sun and Luna in the moon. I was there in Canterlot that day when an invasion force moved in. They wanted me to serve as one of their stallion breeders for their new army, probably due to my royal blood, but I refused, and well...the results are before you.”

“I see.” She stroked her blonde mane. “Let me run you a bath. Lyra, can you help?”

“Huh?” Lyra was wandering about tending to the slaves like she was a machine. “Yeah, sure.”

Pinkamena popped up. “I'll come, too! My tired flanks could use a good washing!”

They headed to a massive pool further into the maze-like corridors. Rarity and Lyra helped Blueblood settle into a hot tub while Pinkamena ran to fetch shampoo, soap, brushes, and towels. “I'm sorry about Bon Bon, Lyra. I know how close you were.”

Lyra simply nodded. “She killed herself rather than possibly hurt me.” Suddenly her tears pitter-pattered onto the water. It bubbled and steamed once the heat started to rise. “She always acted in my best interests, up to the very end!”

With a sympathetic nod Rarity said, “Come on.” She helped Lyra into the waters, the trio sitting in a close circle.

“Cannonball!” Pinkie had set the items off to the side and balled herself up when she hopped into the middle with a splash. She immediately started a water fight with a giggle, and Lyra instantly seemed to cheer up, wiping her eyes and sniffling as she beamed and joined in. Rarity grumbled a bit, but softened when Blueblood wiped her smeared makeup, the pair joining too.

Pretty soon word was passed to the rest of the slaves who went swimming in the pool. Orderlies were kept close at hoof in case they endangered themselves, but things seemed to be going well, and Rarity allowed herself to relax, eventually floating on her back, her purple locks twisting on the surface about her. She closed her eyes and smiled in a rare moment of total peace.

Once the wagon landed and Shining Armor exited, he proceeded with caution, Derpy close behind when they entered the Everfree. He'd never been much of a scout but knew she at least had some practice in that area. They moved in silence tracing the strange fusion of magical energies to its source deeper within. He kept his sword sheathed on his back just in case.

Shortly the camp was visible. A small fire burned. Ponies were sleeping everywhere, many curled up to each other to draw on the shared body heat. A growl sounded, and suddenly a familiar purple dragon bounded his way, jaws open to bare razor-sharp teeth. He instantly drew his blade and lit up his horn. “Wait,” called a lovely voice which made them both pause.

“Impossible...” He didn't dare hope. “Spike?! And...” He stared in wide-eyed wonder at the beautiful alicorn that approached with a regal trot, seeing Cadance in her every movement. “Flurry Heart? I...I...” He broke down in tears.

She ran to him, eyes watering too, throwing her forehooves around him. “Oh daddy!” She instantly felt like a filly again, wanting more than anything to make him proud. “Spike helped save us when the Smooze flooded that other world!”

Beatrix Belladonna and Trixie sauntered over. “We owe him our lives,” she admitted. “Not that we didn't help him too!”

Shining patted his head, hoping he wouldn't take offense. “Thank you.” He looked around the camp and saw all the familiar faces; Octavia, Vinyl, Redheart, capper, Lavender, Fuschia. “And thank Celestia the Smooze didn't devour you.”

Beatrix nodded. “It can't withstand Spike's breath after we altered it. He's our ace-in-the-hole!”

He wanted to reminisce some more but knew they had more pressing matters. “Nurse Redheart?” She trotted over at his calls. “We freed quite a few slaves from the Atrocity Exhibition. We could use your expertise and your team, if you can spare them.”

“Of course, dear. Just give me a moment. I want to congratulate Flash-”

He raised a hoof to stop her. “I'm...afraid that isn't possible.”

“What do you mean, dear?” She laughed nervously. “N-no!” She covered her face.

He nodded. He'd had to break similar news to so many families after a soldier died in the line of duty, but it never became any easier. Flash was the closest thing he'd ever had to a brother. “He died to save Fleur. He couldn't wait to see you again.”

“Thank you,” she sniffled wishing that made her feel better. She'd wanted to give their relationship another shot despite his infidelities. Now she couldn't tell him how much she'd really loved him. “I...I have a job to do.” She pushed past him.

“Give her time,” said Derpy who patted his back. “We've all had the script flipped recently. I'm sorry about the village's loss, but on the bright side, there's more than enough room on my ship! Heck, I even have a machine that makes food!”

Trixie furrowed her brow. “Your ship? Equestria really has been turned topsy-turvy!”

“Come,” said Flurry Heart. “Let us enjoy a simple meal before we're on our way.”

Derpy nodded. “I'll tell Redheart. Everypony will need time to pack up, anyhow.” She flittered away.

The group made its way to the fire where Spike immediately curled up next to Flurry. There was an excess of gathered vegetables and fruits, mostly berries, piled up and ready to eat. He helped himself, weary from recent events. He looked to his two daughters, Flurry and Beatrix smiling back, having formed a fast friendship and sisterly bond during their adventures.

For once he felt a renewed sense of hope, and almost forgot Starlight and the Smooze were still at large...

Snowflakes trailed in the starry gloom. No matter how deep Starlight Glimmer read a spell which could ressurect the dead without a body appeared to be an impossibility, but she refused to abandon hope, obsession overwhelming all sense of reason. Each shred of knowledge she absorbed from the Necronomicon twisted her soul a tiny bit more. Not that she noticed.

Her eyes were now heavy with black circles. She'd passed Sunburst's notes to her followers, stamping her staff on the earth as she demanded they collect what ingredients they could and produce more potions. “The Atrocity Exhibition's defenses are down, so once I'm ready we'll move in and take it for ourselves! Soon we'll have a whole arsenal to call our own!”

She would do what Mother or even the first cult leader could not. Equestria would finally be unified. No more borders. She would tear them all down and install herself as their head, with Sunburst to rule at her side.

She wove runes into her two-pronged staff, enchanting it so it would no longer serve as mere decoration, but would further channel her power. Even with her mastery of magic and the small cult under her command she knew claiming her new territory would take far more resources than she currently had available. “Be back soon!”

With a blink she teleported to the graveyard of heroes, which was currently abandoned save for the dregs of the Smooze. She stood atop the statue of Spike and surveyed the scene below. Greenish-yellow puddles suffused the grass and soil, staining thousands of gravestones, some of which had toppled over from sunken earth. “Hmm, this should do nicely!”

Utilizing her research into the Necronomicon to resurrect the dead, she opened the pages and chanted the alien words with staff readied, the otherwordly glow reflecting off her face. Moans sounded from far below as fissures opened up all over. Ponies that had partially decomposed ripped their way free, tosssing chunks of rock and wormy dirt upon their ascension, while far more skeletons arose, most of them victims who'd died in wars with the nemesis. Soon a massive army stood before her dark eyes.

For the finishing touch she aimed her staff downwards and applied another spell from the black tome to the statue below, no longer caring how each one she worked ate away at her already corrupted soul. Roars sounded from the trio of Spike's marble heads when his eyes snapped awake, his wings unfurling when he took to the skies, Starlight straddling the main head's neck.

With a mad cackle she set sail towards the Crystal Empire, her mane whipping behind her in the darkness.

With help from all the newcomers Time Turner's abandoned plans for the workshop were finally completed thanks to a few adjustments from Derpy. The entire area started to vibrate. “This way,” said Derpy who led a bunch of the others to a newly-built section. “This is the bridge!” She pointed at a bunch of controls complete with seats. She settled into the main one. “You always said you wanted your old airship back, right Mr. Capper? Why don't you do the honors? My butt's even warmed it up!”

“And what a nice bubble-butt is is!” He took her place and seized the wheel. “Doesn't look too complicated.” She laid out the manual for him which she'd hastily thrown together, and he took a glance as needed, pressing the coresponding buttons. With a jerk the machine creaked and growled, gradually tearing its way free from the desert prison that entombed its bulk.

Shining Armor leaned a hoof on a panel for support, his stomach churning violently like he was about to hurl. He tried to hold it in, his face discolored, feeling like he wasn't allowed to show weakness in front of his forces. Swallowing a couple chunks of vomit as an acidic taste filled his mouth and throat, he tried to remain steady despite the sudden bout of nausea.

The craft turned and several of those present slid. He managed to grab Sunset who smiled at him. “Hey, handsome.” He beamed back certain that no matter how bad he currently felt it was nothing compared to what she endured on a daily basis.

The members of the CMC took their places at the controls to help Capper out. “You could use a crew, and we'll do nicely!” Diamond Tiara tossed the locks that draped under her regal crown back with a smirk. “Hey, does this sexy baby have any weapons?” She smiled evilly with a gleam in her eyes. “Can't wait to rain death on more cultists and slavers!”

“Ooh, sounds fun!” Babs Seed nibbled her lower lip. “Can't wait to let those punks have it!” She and Tiara hoof-bumped.

Silver Spoon's heart nearly skipped when the the sands finally washed away from the windows and they could see the dark skies near Baltimare. A full moon with the permanent symbol of Luna embedded on its surface was starkly visible. “This is pretty neat, I have to admit. But where to now? How can we possibly stop the Smooze?”

Flurry Heart nodded. “I fear poor Spike would long be exhausted before he could drive even a small portion of its entire mass away. Believe me. We tried in that other world.” She and Beatrix stroked his scaly back, recalling the innumerable number of people who'd been swallowed up by whole oceans of the swirling ooze. “I'm...at a loss.”

“We'll find a way sister,” assured Beatrix with a playful wink. “For now, let's focus on Starlight!”

“I've been tracking her magical signature the best I can,” said Derpy who fiddled with a small device that looked like a remote control. “She's definitely been hanging around the ruins of the Crystal Empire with the cult lately.”

Shining Armor nodded. “It seems one of our worst fears has been realized.” Was it still possible to turn her back from this path? Or would he have to put down another former ally with his own hooves? They had lost so much recently and he feared there would be far more to come. At least the presence of his two daughters provided a much needed measure of comfort.

In times past Celestia had kept up morale amongst the populace while Luna soothed their nightmares. The Goddess-like sisters had made it look easy. But they couldn't depend on them anymore. After the collapse of Las Pegasus the ponies lacked any real form of centralized government, and he somehow doubted any of the other surviving races were doing much better.

He held Shimmer close to him while the airship steadily traveled onward.

To celebrate her latest accomplishments Starlight attempted her most daring incantation yet. Perhaps there was no way to revive the stallion she loved without a body, and while she could easily turn back time, she was still sane enough to know that could cause reality to unravel. But surely the timeline could cope with one alteration? What could be worse than this hellhole?

With the Necronomicon and staff in tow she returned to a happier time, when Sunburst was staying at the Castle of Friendship, and she'd paid him a visit, soon followed by Trixie who'd used a spell to temporarily provide herself with a stallionhood. She wasn't certain whether it was Equestria's Trixie or that other world's and it hardly seemed to matter now.

She and Sunburst had taken each other's virginity that they, while Trixie had explored her unused backdoor, making a sandwhich out of Star as they rutted her silly. She spotted them in a bed thoroughly stained with their sexual excretions, her younger self stilled pinned between their cocks, the sweaty trio happily basking in their afterglow. “Ahem.”

Her counterpart went wide-eyed. “What the-” She pointed her staff and sealed her counterpart in a bubble before she could react. Her double's voice was lost as she beat helplessly on its surface, unable to transport herself out.

“Sorry, but I know hom dangerous I am, so despite how hot the prospect of a foursome with myself sounds, I'd better not take any chances!” She turned to the other ponies who stared bewildered. “Sunburst, you're coming with me!”

“W-what? Starlight?” He looked between both Glimmers. “How is this possible?”

“Don't question it. Too bad we didn't bear a foal this day like I wanted,” she mused.

Trixie suddenly leapt and tackled Star to the floor, pinning her there with her hooves. She had a psychotic look in her eyes and Glimmer realized whichever version this was, she was obviously under the enemy's mind control. Her horn lit when she started to cast a spell to blink away, only for the witch to wrapped her maw around the protrustion, sucking as she took it to the hilt.

The initial shock was met with Glimmer's marehood watering. Trixie seized the ankles of her backlegs, lifting them up high and spreading them wide open, as she pushed a still cum-soaked stallionhood into the waiting cunt. She forcibly drove deep, slamming her ass against the floor, figuring if she couldn't beat her in a fair fight she'd simply fuck her into submission.

Senses dulled from a sudden pleasure overload, Starlight momentarily went limp, but soon recovered her senses, despite the intense railing she was receiving. She could easily turn the tables now, but decided why not enjoy the ride? It had been quite some time since she'd been properly fucked and this certainly beat a another gangraping by those brutish hybrids!

She popped her horn loose from Trix's sloppy maw with a pop. “I know that spell too now Lulamoon!” With a smirk she rolled atop the witch, a burning sensation building in her nethers as her clit arose to form a stallionhood of its own, and she positioned herself so that she impaled Trixie's cunt with her newly formed dick, the pair competing for dominance as they fucked each other. Schlicks sounded from their sopping pussies which pooled marecum under their buttocks, tits slapping with every desperate thrust while they hammered away in unison. Dueling cocks bottomed out into now well-stretched fuckholes.

Trixie mewled and turned her head to one side, chewing on her lower lip as she submitted to the pleeasure. Not that Star showed her any mercy. “You like being my bitch, huh?” Over her shoulder she spotted Sunburst desperately attempting to free her double to no avail. More proof of how much he loved her. “I'll be with you soon. Just need to finish up...here!”

With one last push she bottomed out into a shrieking Trixie who bathed her in sticky juices, and fired into her at the same time, while Glimmer grit her teeth and did the same, the pair rocked by a double orgasm from the geneitals of both sexes. Having won their little contest, she came far more foalbatter, to the point where a sweaty, blushing, ecstasy wracked Trix's belly swelled.

“Guess I'll take you with me, too. What's one more pony?” She pulled out and slapped Trixie's cheek with her still erect cock a couple of times, smearing her cheek with their mixed cum. Then she reclaimed her staff and the Necronomicon, along with her new prizes Sunburst and Trixie, taking them with her when she warped back to the present with seeming ease.

They reappeared back in the Crystal Empire where the statue of Spike patiently waited. She felt untouchable. Sunburst and Trixie flickered momentarily, a paradox that shouldn't exist in this timeline. But she shrugged it off, convincing herself reality itself would soon adjust to this oddity. With every spell cast from its pages the black tome took hold of her blackening spirit that much more. She'd now convinced herself no matter what insane choice she made it was somehow the correct one.

They were her closest companions, anyhow. Did she really need her other friends? Twilight had died a meaningless death and Applejack, Rainbow Dash, and Fluttershy hadn't come to much better ends. Pinkie Pie had ended up batshit insane after the brutality she witnessed and experienced, while Rarity was still heart-broken to this day.

She wouldn't lay there and be a victim like them just to do the so-called right thing. She would take control of Equestria even if it meant bringing everypony to heel. And if they resisted? Well then, perhaps they were better off dead.

Author's Notes:

Sunburst is back... but at what cost?