The airship docked outside Baltimare amidst a dust storm. Shining Armor wrapped up in a heavy cloak from Time Turner's extensive wardrobe, as did those who followed him outside and into the city. He hoped the cult wouldn't track them here any time soon, but Derpy assured him that she could cloak their magical signature with the ship's defenses when it wasn't in flight. She'd simply reroute most of the power to up its defenses. She ordered everypony available to help her make repairs.

They trekked across the desert and the winds died down the closer they came to the outskirts. He held Sunset close to him, remembering how she'd tried to hide her pained whimpers while they slept, and she hobbled and leaned on him for support. “It's not all bad,” she said seemng to read his mind when she saw his unease. “My magic is returning!” She strained to light her horn and bundled their cloaks tighter around them. He smiled, feeling her rub his flanks under the privacy of their garments.

There was a blink before them when Flurry Heart suddenly materialized. “Hey father, Sunset.” She started to canter over and almost toppled over, a torn wing hanging limp at her side. “Couldn't beat that golem, but I did some damage!”

Shimmer ignored her aches and immediately ran with him to her side. “Shiny, do you have any more elixir?”

“Yeah. Saved the last batch I could find onboard the ship for such an occasion.” He emptied the last contents of the vial onto her wound, and a warmth and a tingle filled Flurry when the broken bone and torn skin repaired itself.

“Hooray! Thank you both!” She tested her wing, then used her hooves and plumage to embrace the pair. “Hey, Beatrix Belladonna!” She waved her half-sister and closest friend over. “I knew you'd make it out okay!”

“You too!” She rushed over and glomped her, the pair giggling as they embraced. “Gave that nasty beast as good as you got, didn't you? Wish I could've seen more of that!” She smirked playfully under her wide-brimmed hat. Were it not for her horse-like features, complete with a short snout, and her purple skin and thin furcoat, she could have been her mother's twin.

“Hey, when we get some downtime let's mix some more potions, okay?”

“You betcha. I have all kinds of crazy new ideas I can't wait to try!” She planted hands on her wide hips, and her bust bounced in a comedically exaggerated manner, as she'd intentionally conceived a potion she took to make her permanently extra jiggly. It slso extended to her buttocks which swayed and bounced whenever she walked, making even the straightest mares stop to stare.

“That was a terribly reckless move,” cut in Shining. “But you've made me proud, like you always do.”

“Still, we may have lost the last batch of healing elixir in that last attack,” reminded Sunset. “So be extra careful from now on, okay? Both of you.” She pulled both of the girls close to her like they were her own daughters.

“Sure, no problem.” Beatrix raised a gloved hand to her lips and laughed in a regally boisterous manner. She stalked ahead, her high-heeled boots crunching sand, her high-cut leotard comforming like a second skin to her bouncing breasts and almost fully exposed buttocks as the costume ended in a thong. She'd even cut her starry cape rather short to show her bare lower back.

He tried not to stare, disturbed at how attractive he found her. Maybe she simply reminded him too much of Trixie. He shuddered at the tiny bit of unwanted lust she unintentionally stirred in him, kissed Sunset, and fondled her bottom back under her cloak to take his mind off such intrusive thoughts. What kind of Paladin would he be if he fell to sinful temptation?

Once the golem of Spike returned to the Atrocity Exhibition, its body was covered with chips torn from it all over from hundreds of bullets that had rained upon it, along with burn marks and a few melted portions from the powerful beam emitted from Flurry's horn. He landed and Starlight wandered over to him, rubbing his side. “You did well, Spike! However, it's far from enough. Still, Shining's army shouldn't be much of a threat to us at the moment. We can hunt them down at our leisure.”

More videos played throughout the dome of mares being rutted and tortured. She watched with dark eyes, staff surrounded by an aura while she floated it beside her, while the Necronomicon was tucked in a satchel at her hip. She trotted over to the love of her life. “Ohhh Sunburst!” She smiled at him, seeing the stallion momentarily flicker and twitch from his displacement.

“Go away,” he murmured sitting and curling up close to himself. His eyes stared hatefully ahead.

“Ah, don't be like that! I've done all this for us! Come on.” She gave him her best sultry eyes. “I know what will help you feel better.” She turned slowly, raising her tail to remind him what he was missing. “You can do whatever you like to me.”

“I want to strangle you,” he hissed not even bothering to look her way.

“Ooh, kinky.” She took his hooves and placed them on her throat. “Go ahead. Choke out a bitch.” He suddenly shoved her down and she giggled, spreading her thighs as he loomed over her. “Come on. Fuck me up!”

He snarled and felt his cock responding despite or perhaps because of his loathing for her, and he slammed it roughly as he could into her moist passage, her buttocks smacking onto the cool metal floor. She continued to smile even as his hooves tightened around her neck, and he squeezed until tears started to run down her cheeks, driving in-and-out of her, bottoming against her cervix with brutal strokes. “I hate you,” he screamed in her face. “I despise everything you stand for!”

Memories of his life and a life that might have been as he was turned into Pestilence and tried to come back from that hollowed state bled into each other. He loathed the atrocities she'd commited ever since claiming the Necronomicon and continued to do.

He fucked her with everything he had, caring nothing for her pleasure and not even his own, simply trying to unload all his bitterness on her. “You like this, you fucking worthless bitch?!” Her face darkened while he squeezed, and her eyes rolled into her head as she nearly passed out, squishy schlicks still sounding from her pussy which spattered each time he pounded her.

She tightened around him until it was almost painful, and he grunted with gritted teeth, the flared tip of his bent stallionhood showering the warm interior of her womb. “Take it all you filthy whore,” he cried unloading his spunk into th innermost depths of her pleasantly sore fuckhole. He dropped her once his orgasm died down, suddenly overcome with shame.

She panted and stroked her belly, staring up at him with a goofy smile. “W-was it good for you, too? I suppose the evidence speaks for itself...” She ran a nhoof over her oozing snatch, lips smacking as she tasted a mixture of their sexual fluids. He started to cry and she was instantly holding him. “Hush. It will be okay. No matter what happens, I'll take care of you.”

“I hate you,” he repeated. “I'll never love you.”

“Oh, you will. I'll see to that.” She patted the back of his head.

“What, do you plan to mind control me? Or maybe brainwash me? Won't matter. Whatever you try to make me feel won't be real.” She glared at him with barely contained frustration. “You can control Equestria but you'll never win my heart!”

She summoned the staff into her hooves and struck him across the face. “Damn you! Can't you see this is all for us? Friendship failed the world! Equestria needs a new paradigm and the Necronomicon can provide it!” She'd read it so extensively now it had blackened her soul almost entirely; only the fact that she'd initially been aware of its power and that it had weakened at the climax of the battle with the nemesis spared her the fate of that Twilight from the other world.

Nevertheless the evil spirits contained within continued to attach themselves to her spirit and further warp her into their potentially most suitable vessel. She fondled the black tome, which compelled her to further explore all its hidden depths.

Tired and sore from recent events, Octavia snuck away from the downed bulk of the airship once she was convinced everything was in order, discovering a river running through the Everfree and taking a dip in the early morning. The sun's rays reflected off the water's pristine surface, and she scooped up hooves worth, splashing it over her curves. She sniffled and teardrops broke the still liquids. She'd taken charge of the survivors, nopony else being suitable or able to lead the survivors.

She stroked her wet mane with both hooves, and froze when she heard a rustle, tensing to spring. She now saw potential danger in every shadow. She exhaled when Vinyl Scratch approached and stepped out, her wet cut dripping all over. “Vinyl...”

“Hey there Tavi,” the DJ said licking her chops. She wasn't wearing her shades anymore, her red eyes narrowed in a sensual manner. “Let's make love like we always do. We'll make such beautiful music. I'll even let you be on top if you want!”

“Stop it, Vinyl.” Ever since the DJ's mind had been broken all she seemed to think about were the basest pleasures. She followed Octavia around constantly trying to seduce her. But it seemed wrong to be intimate with her now that she was permanently trapped in such a state of mind. Almost like she'd be taking advantage. “I...I just can't.”

Vinyl suddenly pounced on her, slamming her onto her back. “Ah, don't be that way!” The earth pony squirmed under her, and she spotted some vines hanging from a tree, lighting her horn and surrounding the strands with her aura. She lifted Tavi's limbs with her magic, and used the vines to bound her forehooves together, and likewise her backhooves, all four lifted skyward.

“Please don't, Vinyl. Remember what we had. You'd never take advantage of me.” She winced when the DJ pressed her snatch to hers, starting to grind her hips with a grunt, feeling herself moisten despite her unease. It's not that she didn't want to sleep with Scratch anymore; she simply considered the fun-loving mare she adored effectively dead. She whimpered under her.

Scratch barely seemed to notice and simply took what was constantly denied her. Her hooves wandered over Tavi's teats, and she bounced atop her, grinning as she finally found a measure of satisfaction. Their swollen wet love buttons kissed and danced, and their lower lips parted while they rubbed upon each other, lewd noises sounding while mixed marecum ran down Tavi's puckered anus. She hated how her body was responding to her familiar touch despite how she tried to deny it.

An aura sourround her breasts, and paid special attention to her erect nipples, pulling them so hard and far she feared they'd be torn off. “Cum with me, Octavia!” And to her horror she did, the pair crying out and gushing as one like many times past. Gush-upon-gush splattered the former lovers, the musk of feminine release soaking into their thin coats.

The vines snapped and Octavia collapsed with pants. She laid there like a broken doll, and Vinyl scooped her up with a smirk, humming as she carried her into the water and bathing them. “I love you, Octavia! You make me feel so wonderful!”

Octavia hid her face under her wet mane and sobbed. She shivered as the DJ held her, nothing more than a bad parody of who she'd fallen on love with. Neither of them noticed the emerald-ochre slime which oozed down the river. The Smooze crept ever closer, seeing the nethers and shapely posteriors of the mares while it slinked under the surface...

Diamond Tiara threw open the swiveling double doors to the same saloon-like dive bar Flash Sentry once frequented, stomped over to a stool at the bar, and plopped her curvy bottom down. “Give me the hardest stuff you have!” She plopped an absurd amount of bits on the counter, no longer caring. The bartender poured her a drink and she downed it almost instantly, burping and wiping her mouth with the back of a hoof. She spoke to herself. “Think I'm a monster, huh? I'll act like one, then!”

Her plans for tonight? Get hammered and laid, not caring much about the order. She'd contributed a small fortune to Shining's forces and asked little in return. And this was the way that shithead repaid her, treating her like she was just a spoiled brat?

The judgmental look and words of Shining Armor played continuously in her head. Who in Tartarus was he to judge her? Simple-minded goody-goody Paladin who could only see the world in black-and-white! Well, she'd learned early in life sometimes you had to act ugly to get what you wanted. At least they shared one thing; they'd both been born into privilege. However he'd had a loving family to fall back on, while her father had often been distant and her mother cruel.

“Probably deepthroats his own donkey dong in his spare time!” Anypony nearby carefully shuffled away from her. “Screw him!” She slammed the empty glass on the countertop. “Give me another!” He did as she requested, and she took a look around at ponies playing cards, bar maidens dancing, some even atop the tables or on the bar further on, and one playing the piano and singing. She sighed. “Where are all the decent stallions at?” Casual sex with Capper was okay but she tired of having to share. But it's not like there were many decent males left to go around. “Guess I'll have to go lesbo after all...”

“I'm always available,” said Silver Spoon with a playful wink, sitting on a stool next to her. “But seriously, don't take it to heart. He didn't mean it.” She laid a hoof on her shoulder, eyes wide with concern behind her thick glasses.

“Did you follow me here? Well, whatever. Get her a drink, too.” The bartender passed a drink in Spoon's direction and she caught it. “Yeah, you're probably right, as usual. How annoying. He's still a jerk, though!” She took another drink.

Babs Seed had also wandered in with her, bumped the mare at the piano with her wide freckled butt, and took her seat, starting to cheerfully bang away at the keys and making several of the onlooker s glare or cover their ears. She sang one of the former CMC's painfully corny songs in her heavy accent and out-of-tune, seeming to have the time of her life.

Silver Spoon smiled anyhow. “Sunset's right. You saved us all. Thank you. You really are a diamond.”

“Geez, way to kill the mood you cornball.” But she smiled back. “I...don't give you enough credit. You do all the thankless stuff the rest of us can't be bothered with. What I'm trying to say is thanks, okay?” She hastily took another drink.

“Don't mention it. It has its own rewards. Such as they are.” Babs Seed had ordered her own drinks, gulped several down without ceremony, and was soon giving an impromptu slutty lap dance to one of the saloon barmaids, intentionally teasing the envious stallions who looked on and whistled at the show. She jutted out her freckled butt, raising her tail to show off her puffy vulva and tight asshole. “Look at her go. Wish I had moves like that.” She didn't even have the courage to sleep with anypony without her foalhood friend around to help. She'd been codependant on Diamond Tiara almost her entire life.

“What'cha waitin' for, babes?” Babs waved at them, leaning back on the mare's lap. “Come join the fun!”

Spoon shrugged and took a dainty sip. “Why not?” She stood, inhaled, and headed over. Having a bit of the hard stuff in her, she worked up the courage to plopped herself atop a stallion's lap, wrapping her hooves around the cowpony's neck and rubbing his hard dick upon her wet slit. She had no intention of fucking him, but she didn't mind getting them both off to completion with some foreplay. He strained when her limbs held him fast, precum running from his tip while cheering onlookers clinked glasses.

Diamond Tiara picked the hottest one she could find, but unlike her companions she sunk his stallionhood into her moist cunt, which drooled down his veiny length. She smirked in a smug manner, bouncing her buns atop him, guiding his hooves to squeeze the cutie marks she was so proud of that adorned her pert buttocks. Why not throw caution to the wind and get laid?

She rode him until he nearly buckled, his flared tip shooting into her uterus. She squealed with delight, thankful she had plenty of potions to prevent preganancies in her purse as she had no intention of ever being a mother. How could she justify bringing a foal into such a terrible world? Thar's another place where she and Shining differed. Silver Spoon had made her it of candy cum all over her small tits and stomach, while Babs and her barmaid her now thoroughly drenched from their gyrations.

The members of the CMC huffed and heaved in shared satisfaction.

The apparently impregnated mares were taken to a private section of the hospital wing. Pacific Glow was a bruised and battered mess, her belly swollen to the point it looked ready to pop, while Cloudchaser and Flittr faired little better. Lavender and Fuschia were at least somewhat lucid, moaning and writhing in their beds, like the others soaking the sheets with marecum which almost continually dripped from their slits. Cherry Jubilee kept constant watch over them and provided them with all the water she could to make certain they didn't dehydrate. “Hold on sweethearts, we'll find a way somehow. I promise.”

Blueblood hovered nearby and chewed her bloodied lower lip. “It's all my fault. I did that to them!”

“No. You didn't have a choice,” assured Cherry who tried to come to terms with what the parasite forced her to do. “If you hadn't acted I reckon all of us might've ended up like that. I've forgiven myself. You should, too.”

Rarity trotted over, wearing a white porcelain half mask over the burnt side of her face. She'd decorated it with tiny diamons that resembled her cutie mark in order to make it less plain. “It's a terrible situation for all of us.” At her side walked Spike whose fin-like ears she scratched. He lazily pushed into her hoof with a dopey smile and a wave of his spaded tail.

“Hello, Rarity.” Blueblood timidly approached. “Um...what happened to your face?”

“A terrible accident when the airship burned.” She started to reach for the mask but Rarity stopped the Princess. “Are you certain you wish to see? Believe me, it isn't a pleasant sight. Can you love a mare so terribly scarred?”

“Yes, I believe I can.” With trembling hooves Blueblood removed the mask, gasped at the melted and reddened flesh below, a patch of deformed flesh sealing over her eye, and with a whimper she swooned into Rarity's arms.

Rarity caught the sleeping mare with a pained sigh. “Indeed, exactly what I expected.” Not that she could blame her. She once would have had the same reaction. But she'd discovered even ugliness could sometimes have its own strange allure.

Jubilee waved a foldout fan with her cutie mark emblazoned on it over Blueblood's face. “She's like a sleeping beauty from some fairy tale.” Her lovely dimples and beauty mark stood out with her warm smile. “A bit whiny, but her heart's in the right place.”

Rarity placed the sleeping mare on a bed. “I suppose so...” She looked between her, Spike, and thought of Capper, all vying for her attention. At leat Spike seemed unaffected by her marred appearance; she was simply the closest thing to the woman he'd loved and lost. She clasped the fire ruby hung on her bosom, thankful it hadn't been lost in the attack. Apparently it was impervious to a dragon's blaze. Perhaps the charm had even protected her from being burnt far worse?

A gurgle sounded from Pacific Glow, whose bloated belly started to churn, a series of distended masses writhing across the surface of her skin, like dozens of rope-shaped protrusions were trying to break free of their prison. She moaned in an unbroken, banshee-like cry, lashes fluttering raoidly. Another spray of marecum erupted from her slit and splattered a wall.

It was like she was amidst an orgasmic birth, and more than ever they wished Redheart was still here, thinking she would recognize the symptoms. All the orderlies that tended to her had come up blank. Her puckered sex holes quivered and drooled a pool under her rump, spreading and contracting, like they were desperate to take another round of pumping dicks.

With one last cry her stomach exploded into a gooey mess, and Cherry and Rarity screamed under a splatter of blood, watching in terror as the tentacled mass that had used her as an incubator slithered free and lashed about with slimy tentacles. Rarity raised a shield to protect them, while Spike leapt into action, wrestling with the bulbous sack of perverse flesh and spitting flames at the beast. It tried to drive a tentacle down his throat, shrieking when he managed to chew through it.

Cloudchaser and Flitter went through a similar process, wiggling and moaning and squirting, before they too erupted into bloody showers which more eldritch horrors arose from. Intestines toppled loose and another geyser of blood rained down. Thankfully Lavender and Fuschia weren't nearly as far into their gestation and were spared such a fate for now.

Spike ripped the creature into ragged strips with his teeth, then turned on the newborn pair, who lashed at him with a series of tentacles, wrapping around his limbs and trying to crush him. He growled and tensed muscles under armor-like scales.

His nails raked through one, which popped into a reeking spatter that painted walls around stained with blood and mare juices, while he puffed another thick fire onto the other, which thrashed like it was in a seizure, blackening as it cooked. He huffed and clenched his teeth, black wisps escaping his nostrils, leathery wings fully spread as adrenaline coursed through him.

Rarity took a fire extinguisher to ithe flames once it stopped moving. “Well done, Spike. We owe you our lives again.”

He bashfully smiled at her praise, seated on is haunches. “Thank you...Lady Rarity.”

Cherry stroked the fainted Blueblood's blonde mane from her face. “She's uharmed. What a horrible fate...” She looked to the torn open corpses, the bedding soaked a deep scarlet, them to Fuschia and Lavender who still stirred. “Unfortunately sweetheart, we're lacking for decent mages around here. I reckon maybe Trixie can help?”

“It would seem our best option at the moment. I think this is outside Lyra's expertise.” She covered the corpses with what fresh blankets she could find. “Spike and I will stand guard here. Be a dear and fetch her, will you?” She nodded and took off.

None of them noticed the thin slivers of the Smooze which slithered through the tiny gaps all over the ship's battered hull. They wormed under the reddened blankets into the carcasses of the mares like they were molds, conforming to their physiques. Their vaginas gaped back open as they birthed themselves free, the slimes taking on the shapes of Pacific Glow, Cloudchaser, and Flitter. They moved in silence, Rarity and Spike unaware as they watched over the impregnated ponies...

Octavia and Vinyl Scratch were likewise oblivious to the slime that infested the river. A shadow fell over the duo when it sprang like a tidal wave, crashing over them, enveloping them completely but altering its composition in such a way that they could somehow still breath through it. The creature had seen how the slavers assaulted the mares, and became curious, deciding these two specimens would do as it held them aloft in its jelly-like bulk and pushed its way into all their cavities.

The musicians thrashed under its intrusions, Tavi with heart-pounding anxiety even as she joined Scratch in mewling with unwanted ecstasy. Nothing had ever penetrated all her holes so deeply, and her frame buckled in its womb-like prison, warm and wet and tight, wondering how it wasn't killing them. Would it keep them here until they expired? Slowly digest them?

She tried not to cry but couldn't help herself, knowing she was completely powerless to change her fate. At least she would die with the love of her life beside her...even if she wasn't the mare she knew anymore. She tried to take some solace from her company. The sticky fluids pushed further in, and she felt her womb distend outward until she looked and felt like she was pregnant with quintupelets at least, Vinyl's uterus undergoing the same as multiple orgasms rocked them to the core.

Were it not for their dire situation it would have been the most intense and amazing sex of her life. Every part of her was simultaneously being filled and caressed, leaving her complete. Her nipples and clit throbbed, and her friend's did the same, their holes gaping open while they were flooded. Their eyes rolled until they were white, faces lewdly twisting in comic fashion.

“Hey!” Lyra ran in their direction with a huff, horn glowing as she fired a beam of energy on the sludge. It smoked and hissed a smidge but regenerated itself instantly. “Oh shit...what do I do?!” She considered running back to the ship for aid, but it was already oozing her way, and besides, would they still be alive when she returned? It was up to her!

Having a sudden bout of intuition, she reached into the satchel at her hip, digging through her supplies and scooping up the tiny vial of healing elixir she'd held onto. Had they pooled their rsources would they have been able to save Gilda way back then? She still felt guilty about that now. It wouldn't have been enough for Bon Bon, though; not all the elixir that had ever been could reverse an exploded brain. She tossed the thin tube of glass at the Smooze which enveloped the mares.

When it struck home she simultaneously zapped the substance which erupted into a cloud of sizzling chemicals. The mist smothered the gelatin until it writhed apart, a drenched Octavia landing with a thud, catching Vinyl upon her back. “You're a genius Lyra,” she called breaking into a gallop away from the monster. “But how did you know?”

Lyra raised her hooves and shrugged in a manner unlike a pony. “Just seemed the thing to do at the time,” she replied running beside her and wrapping the DJ with her aura to help carry her. She'd often been prone to doing stuff in unorthodox ways, and this time it had paid off in spades. However, the gelatinous mass was already drawing itself back together with haste.

She looked to Vinyl with a frown. “Guess I can't ever apologize to her now...” She bowed her head.

Octavia shook her head. “She knew. It's...been tough on all us,” she said shaking moisture from her fur coat. More oozed from every hole but the pores on their bodies, even from her ears and tearducts, but she did her best to appear dignified.

Silence fell between them. They headed to the ship and spotted more of the dribbling Smooze slipping its way inside. A stirring Scratch nibbled and suckled on Tavi's ear, and she did her best to ignore her, the duo dashing in to render what aid they could...

Author's Notes:

And now we say goodbye to a few more background ponies!