A number of races stormed the Atrocity Exhibition once they realized its defenses were compromised, and while the two main forces, the dragons and griffins distrusted each other, they temporarily put aside their differences to focus on the assault. Unable to locate the cult who they blamed for the loss of their leaders when the Smooze enveloped Las Pegasus, they instead settled on another enemy, determined to unleash vengeance upon the last united collection of slavers in Equestria.

They rained from the skies in droves. Alarms blared and cast the compound in a hellish red ambience. Gunfire erupted and several bodies went into a nosedive, but far more dove in, teeth and claws rending flesh into a bloody mist. Cannons and turrets fired from the walls. Explosions lit the skies and rocked the dome below, clouds of wispy grayish-black smoke rising all over. However they were rapidly being overwhelmed by the swarm, who piled dismembered corpses in their wake.

The air churned in a haze under the heat. Embers rose. The glowing moon shined a pale yellow overhead.

The three-headed statue of Spike landed atop the dome, Starlight riding on the main head to observe the fiery holocaust below. She brought Sunburst and Trixie with her, who reluctantly straddled the other necks, forced to bear witness to the bloody spectacle that played out. Whenever a creature was foolish enough to attack them, Spike almost lazily opened one of his maws, clamping down to munch on meat and bone, or unleashing a flaming pillar which reduced them to charred skeletons.

Glimmer rolled her darkened eyes. “Idiots...” She stroked her chin, debating her next course of action. “We could certainly use more recruits. Guess we'll help the slavers out. They'll either fall in line, or wish I'd left them to their fates!”

“Stop this,” called Sunburst who held on for dear life. “This isn't like you!”

Trixie shook her head. “I don't understand any of this!” With her mistress dead in this timeline she was lost, and slowly looked to the newest cult leader for support, her mind and soul still warped by psychotic levels of corruption.

“Quiet, you two.” Sometimes they flipped from endearing to outright annoying. However, she appreciated their company; she certainly didn't choose them because they were the most useful sidekicks she could've picked! “Spike, rip the dome open.”

Powerful claws tore into the dome which creaked and shuddered when he peeled it open like an egg. The interior of the Atrocity Exhibition laid open to them, most of the stocks now emptied, but there were still a few unfortunate mares who'd ended up lost in the chaos. The slavers shuddered when a thick shadow loomed over them. They dropped their guns, realizing it was hopeless.

“I can save you,” offered Starlight with a grin. “However, you must serve me in return!”

A rather rough-looking earth pony covered in tattooes stepped forward. “Why in Tartarus should we?!”

She tapped her cheek with the staff. “Why indeed?” Taking aim with the weapon, she channeled another spell into it, the blast of energy striking the upstart. His companions cowered expecting him to be vaporized. Instead when the energy dissipated a muscular stallion no longer stood there, but instead an incredibly well-shaped mare, with the same brown coat and long black mane. A feminine shriek escaped her maw, staring back at delicious curves still decorated with inked-in markings.

“Follow me and you could have all the maremeat you've ever wanted...or you could just end up another cocksleeve! Well? What are you waiting for? Have at her, boys!” She pleaded and tried to remind them of all the fun times they'd had together, but the slavers hardly cared, the gang descending on their fresh new toy, dogpiling the bitch and stuffing whatever holes they could.

They proceeded to pull her mane and tail while they repeatedly raped her into submission, just like the mare had when she'd been a stallion breaking in new slaves, and Sunburst was forced to turn away crying, while Trixie watched in wide-eyed fascination, wishing she could join in on the fun. They came in her repeatedly, lining up for another turn.

She slammed her staff down with a clang to catch their attention. “There will be plenty more fresh cunts where that came from! No worries, you'll be able to continue your operation here like always! It's a win-win for us all!”

Males were easy enough to control through sex. She'd soon have the whole Atrocity Exhibition under her control and plenty of seasoned recruits for the dying cult. Likewise she would have Spike capture as many dragons and griffins as he could, knowing they would serve as powerful soldiers in her growing army. She studied the Necronomicon with dark eyes, smiling.

Capper took his new airship for a spin, familiarizing himself with how it handled, and adjusting to the controls. After a couple hours he and the Cutie Mark Crusaders were pretty much in synch. Clouds rolled past rapidly in the blue skies, visible from the windows. He spotted Celestia's symbol embedded on the blazing sun. His paw curled around a portable communication device attached by a cable to the controls. “Lady Rarity, would you please report to the bridge?”

Diamond Tiara rolled her eyes. “She'll never go for a player like you!”

“What'cha need her for, anyhow?” Babs Seed tilted her head back from her chair. “Aren't we enough?”

“We're more like appetizers,” noted Silver Spoon. “You can't expect anything serious from him.” She'd reread the manual several times over simply to make certain they understand the ins-and-outs of their new craft.

“You wound me!” He pressed a paw to his furry chest. “How could I choose between you three? No, I need somepony that's unattached if I ever settle down. The CMC have a special mission. One I wouldn't dare interfere with!”

“A likely story,” said Tiara with a pout. “It's not like there's many decent stallions left so we'll probably have to share. Either that or become complete lesbos! Which might not be so bad...” She studied Spoon's flank smooshing in its chair.

“Speak for yourself!” Babs sighed. “Mares are good for a bit of fun, but I need a real stallion to push my button!”

“Too much information,” mumbled Spoon whose eyes scanned and memorized the controls.

Eventually clops sounded when Rarity waltzed onto the bridge, followed closely by Princess Blueblood. Spike who was laying curled up at Flurry Heart's hooves arose when she entered. She smiled at them and curtsied with the white dress she wore.

“It seems you're quite popular,” observed Flurry with a warm smile.

Capper turned on the auto-pilot, having punched in coordinates for their destination which was sometime off. “My fair Rarity! Most lovely creature in all of Equestria!” He took her forehooves with his paws. “Would you like a ride?”

She blanched. “W-with everypony watching?! What kind of pony do you take me for?!”

“No, silly. I mean on my airship.” He pulled her over to his side. “Here. Take the wheel.” He purred into her ear, helping her steer, and her heart raced, her cheeks pinkening. “Although...” He traced his hand down her slender back, and she tensed up when he slid lower, tracing her flanks. “I wouldn't say no if you wanted to spend the night with me...”

Blueblood bumped him out of the way with her rump. “Sorry lover boy, she's with me!”

“Oh?” He cocked an eyebrow. “Who is this lovely specimen? A shame, I do believe she prefers boys!”

With a growl Spike stalked over on all fours, standing protectively in front of Rarity as he came between the quarelling would-be lovers. His flaring nostrils cast wisps of grayish-black smoke. She looked upon him with a deeply troubled frown, remembering the brave dragon she loved, and knowing like her he'd probably lost the one his heart desired the most.

She cleared her throat. “Excuse me, but much as I want a Prince to sweep me off my hooves, I'm not some mere prize to be fought over and claimed!” She muttered to herself, “At least not unless I wish it first.” She cleared her throat. “Ahem. You all have wonderful qualities...but for certain reasons I cannot fully commit to any of you. Forgive me.”

Blueblood scoffed, unable to obscure her disappointment. “Is it because I'm a mare? Maybe magic can fix that! Please, just give me a chance!” While she'd done her best to turn over a new leaf that familiar pushiness was still there.

“I do prefer stallions, at least in that sense...” Rarity sighed. “But that isn't the problem. I hardly know you! As for Capper, you're far too ready to hop into bed with every mare you see! And Spike...” She scratched his ears. “There are a number of reasons we couldn't be. I don't know how old you are or how well you even understand me, plus it would feel like a betrayal of the Spike I knew, like I was simply replacing him. It wouldn't be fair to either of you. I...simply cannot do this.”

She scuttled off from her would-be paramours, still unable to move on after all this time. Despite all the urgings of her friends she'd continued to nurse a broken heart rather than settle into a new relationship. She stopped in one of the corridors, sat down, and bundled up in her dress, the wall behind her humming. She barely noticed the pony who trotted up to her.

Pinkamena stroked her friend's locks. “Hey there, it's not that bad, is it?”

Rarity sniffled and dabbed at her runny makeup with a fancy silk napkin. “No, I...I suppose not. I'm being melodramatic.”

Another approached down the darkened corridors walking on all four claws. “R-Rarity,” wheezed Spike who was still struggling to speak with his barely-used vocal chords. “I...I love you.” He stopped before her and sat on his haunches, curling his spade-tipped tail about him and lowering his head. “I-I didn't mean to offend. Sorry.”

She stroked his scaled forehead. “Oh, Spike.... It's not you. It's me. I wish I could be the Rarity you loved. Come here.” She patted the spot beside her, and let him curl up close so they could bask in each other's warmth when they slept, hoping that she wasn't unintentionally leading him on. He seemed so innocent. But he'd endured a nightmare when the Smooze attacked.

From what she understood his world was dead; an ocean made up from an eldritch abomination. Once the Smooze had been a mostly harmless creature too, until the cult's founder had warped it into an abomination. Now it was an uncontrollable force of nature that would eventually consume Equestria. And he had the unfortunate fate of being the one being that could apparently harm it. She draped upon him and stroked his scales, thinking how unfair it was they'd have to use him again.

In less than an hour Starlight had taken full control of the Atrocity Exhibition thanks to Spike's intervention. He'd raced in, crippling the attackers when necessary, but did his best not to kill them. Certainly not for any altruistic reasons; they would be brainwashed into serving the cult. Or in extreme cases used in magical experimentation. The slavers quickly fell in line, helping the cultists get the plaace up-and-running. Of course without a working generator their options were somewhat limited.

It would take some time but they could rebuild it all. The munitions factories couldn't run on the limited power still here, but they still had a stockpile of advanced weaponry. Pretty soon their old operation was partially up-and-running.

Their first victim was some mare Starlight remembered seeing around Ponyville on occasion so long back. Berry Punch? They had treated her in a particularly brutal fashion due to her continuous violent resistance, having hacked off her limbs and cauterized the wounds. She was bound by ropes wrapped around her barrel, poised above a long banned torture device called a wooden horse, her wet cunt parted open upon its triangular sharp surface. Her heavy breasts hung down its slantd sides. She wept and dripped upon it, knowing her captors could lower her at any time and split her apart.

One of them forced open her maw and emptied a bottle's dark contents into her throat. “Like to drink, huh bitch?”

She coughed and sputtered. “K-kill me...” He punched her in the stomach, making her vomit chunks.

“Where's the fun in that?” Another slaver turned on a projector, showing a number of mares being tortured in sexual manners to death. “You're going to help us make a little snuff film! Should've behaved, slut!” They pushed her eyes open making her watch. She screamed until she was hoarse but didn't dare thrash fearing her cunt would be split in twain.

Tubes were pushed into her fuckholes with funnels attached. With a boisterous laugh the contents of more bottles were emptied into her, and she howled as the liquids burned her insides, quickly being absorbed into her cavities. She gurled and her eyes rolled into her head, growing drunker while they filmed her, until she eventually passed out, drool leaking from her lips.

A stallion smacked her rump hard a couple of times. “Think she's dead.”

Starlight shrugged. “What a shame. Oh well, plenty more where that came from! We'll have whole villages to sweep through!”

A rather pale Sunburst had passed out several times at what he'd witnessed. He slowly rose to his hooves. He spun on his foalhood friend. “You may as well kill me too if this is how you choose to conduct yourself!” He looked around him. “You've barely told me anything! What happened to the me you know in this timeline? He died, right?! I want to know what happened!”

She stared him down. “You're happier this way! Believe me, you're better off not knowing!”

“That's crap! Tell me or I...I'll bite my tongue off!” He met her eyes with a glare.

“Yeah, right. You don't have the balls!” She gripped his sack and squeezed until he whimpered. “But very well. Don't say I didn't warn you!” She touched the staff to his temple and cast another spell she'd found during her research. She knew it would overwhelm and potentially wreck his psyche. However she knew he'd never fully back down from this insane request.

He gripped his head with both hooves and howled when images flashed through his skull. Memories of the cult breaking him down, transforming him into Pestilence, all the innocents he'd slain...they hit him all at once. He crumpled and sobbed. Even if he hadn't done those things in his timeline he felt every terrible moment like he'd personally been there.

She held him to her bosom while he wept like a foal and patted the back of his head. “I warned you...” He flickered for a moment, almost indescernable, but she shook her head, convinced reality could overlook this one little paradox? Okay, two. She'd seen Trixie flicker too, almost like those three were the only ones that could perceive it.

She denied the idea that reality could unravel from something so trivial. It's not like they were that important to Equestria, right? Not like either had some grand destiny like Twilight Sparkle did. Unbeknownst to her their presence continued to weaken the barriers between parallel worlds, more holes torn in space and time allowing the Smooze to drip in even faster...

The sleek airship continued its journey towards the Crystal Empire and closed in on the Atrocity Exhibition. The flames and smoke had long died down, but it was obvious there was still quite a bit of activity below. Shining Armor used a pair of binoculars to study the scene below. “Starlight's down there! And...Sunburst?! Another Trixie?! What in the-”

Capper glanced over. “Hey, I'm just the Captain of the ship. You're the boss! What's our next move?”

He considered whether an attack was a wise move. If they hadn't knocked out this symbol of evil to the extent he wanted to believe then what had all his companions died for? They hadn't even had time to test the weapons on this ship. At least he hoped it had some. “Suggestions, Derpy? Is this airship ready to mount a full-scale assault?”

“Unlikely, Mr. Shining. It's too untested. Besides, Time Turner usually didn't believe in weapons. Fortunately that's not an idea I share so I had the workers install a few...” In truth she didn't like violence either but knew it was a necessity sometimes, especially in a world gone mad. “Probably best we avoid it for now, in case some of their defenses are still active.”

Capper nodded as he started to turn the ship around with a spin of the wheel. “And here I was hoping to pop this baby's cherry on our first date!” He ran a paw over the curved slope of the control panel like it was the breasts and buttocks of a female.

“What in Tartarus is that,” called Diamond Tiara who sat up in her seat and stared out her window at a looming mass.

“Lookin' like...Spike?!” Babs Seed shook her head. “Impossible!”

Sunset Shimmer stared in horror, studying the marble abomination. “It's a golem made from that statue in the heroes' graveyard! Quick! Evasive maneuvers at full speed! It's our only ch-” A sudden blast of fire from the main head struck the turning ship's side, and she was thrown about alongside most of those standing on the bridge, crying out as her wound tore.

While the crew kicked the craft into overdrive the golem circle for another attack, almost toying with them like they were mere prey. Heat swelled in his belly, his chest puffing up, his other heads readying for their own turn. Derpy flew to the seat Babs was situated at, helping her activate the buttons and switches necessary to operate the turrets on the ship's side and ready the payloads of bombs readied to be dropped. “This is your chance, Miss Babs! Hit them with all you have!”

“Don't need to tell me twice!” Babs flashed her teeth and took command of the weaponry she could from here. There hadn't been time to test them, and the turrets would function much better directly controlled, but Derpy raced to Diamond Tiara and Silver Spoon, showing them how to help their companion the best they could from their current positions.

Flurry Heart spread her wings to their full span. “I'll handle this! Watch me, father!”

“That's suicide!” He called to her but she ignored him. “”Flurry, stay put! That's an order!” She simply blinked away, and he slammed a hoof on the floor. “Damn it!” He spotted her flying close to the golem, horn igniting as she fired a colorful beam at him, darting about to dodge teeth, claws, and fire. Hails of bullets from the turrets bounced off his surface, tearing tiny chunks from him but doing no more than superficial damage. She moved with a speed and grace he couldn't keep up with.

“She's amazing,” admitted Sunset who limped to his side. “You should be proud of her.”

He barely noticed when she pressed her warmth to him, his eyes watering, thinking he could lose her once more. He shook his doubts away, knowing they were depending on him to maintain order. He grabbed a communicator and spoke into the connecting intercoms stationed throughout the ship. “All non-combatants, stay inside your rooms. Everypony else, report to the bridge for further instructions.” He wasn't certain what they could do but he couldn't just sit by and watch.

At the least he could direct his best soldiers to man the turrets and prepare more payloads if the golem ever closed in close enough for them to rain some bombs atop him. He could tell their pursuer was getting increasingly frustrated, unable to draw a bead on the swift Flurry Heart, and he instead used his massive bulk to force her out of his path, making a beeline for the ship.

“We'll never outrun him,” admitted Derpy whose hoof trembled when it hovered over the emergency detach button. She inserted the key, knowing that once she turned it, a large portion of the craft would be jettison. “I...I'm so sorry...” Still she hesitated and trembled all over, knowing the moment she pressed it so many civilians would likely be consigned to their deaths.

“I'll do it,” volunteered Tiara who knocked her aside with a hip bump. “Most ponies think I'm a jerk anyhow. Well, now they'll really have a reason to hate me!” She clenched her teeth, telling herself it was the right thing to do, and closed her eyes when she slammed her hoof into the circular protrustion. The craft shrieked as the emergency separation began.

Silver Spoon stared at her. “What did you do?”

“What needed to be done,” she cried back trying to justify it to herself. Ponies tended to see her as self-serving anyhow, so why shouldn't she make the hard decisions they didn't have the stomach for? She tried not to cry, tried not to think about how many would die, and instead focused on how many could potentially be saved through her desperate actions.

This time the trio of heads concentrated their hellish inferno. However with the detaching section of the craft Capper picked up speed, and the airship managed to evade the bulk of it, steel bubbling smoking and melting where the cones of flame struck...

Metal creaked when the airship detached into two sections. Time Turner had never intended it be used for such a situation, but instead to simply dump her workshop should it no longer be necessary one day. Nurse Redheart did her best to herd the panicked and wounded to safety, refusing to leave anypony behind. She'd thrown herself back into her work and tried not to concentrate on Flash Sentry's loss; there were still far too many who needed her at her best.

A number of ponies volunteered to help her, sometimes from unexpected sources; even Flitter, Cloudchaser, Pacific Glow, Lavender Lace, and Fuschia Blush were helping take care of her patients. Less surprising was that Lyra, Cherry Jubilee, Rarity, Octavia, Vinyl Scratch, and Blueblood were there. She figured everypony else was likely headed to the bridge.

Spike stood in the corridor outside the medical wing, looking between Rarity and Beatrix Belladonna who was heading away with Trixie, Fleur de Lis, Pinkamena, and Tree Hugger who had a menagerie of animals in tow. “I shall be fine,” assured Rarity who stroked his chin. “They could have need of you. Hurry. Please.” She kissed his snout tip.

Suddenly another shriek sounded when the ariship completely detached, and they were tossed about, the back end starting to fal towards the continent below. He made a desperate grab with his claws when a section opened up between them, Rarity screaming in surprise when she almost toppled to her death, Spike doing his best not to tumble over the edge.

A number of civilians and soldiers who were on standby while they ferried ponies through the halls weren't so lucky; dozens fell in a series of howls, pegasi darting to catch the few they could. “Inside dears,” ordered Redheart. “It's our only chance!”

Sweat beaded her forehead while she pushed in those she could, determined to save everypony she could. All that mattered to her now was that she lived up to her vow. All life was sacred and she'd protect it where she could.

Her thoughts were on her life's work which would never end. Somepony would always need her and she was content with that. She never even saw and barely heard the rush of flames headed in her direction, her entire focus on her task, but even if she had there was no way she could have evaded the blaze that swept over her section. In an instant a fiery holocaust reduced her to ash.

Pillars of smoke poured from molten slag where the back portion of the sinking airship rapidly fell below...

Author's Notes:

Hello I'll Nurse! And goodbye Redheart...