Shining Armor granted most of his soldiers leave, figuring they could use the downtime, especially after recent events. He too wanted to rest and take stock of his life. However Sunset Shimmer and Derpy still remained close at hoof, and likewise Fleur de Lis, who appeared aimless now that she'd settled her vendetta and had nopony to return to. She'd simply fallen back into the routine of a soldier's life. She was too stubborn to relax no matter what he said; in that respect they were quite similar.

Most of the massive pool had been lost when the airship detached, but it seemed Time Turner had installed a much smaller backup, and he made his way there, turning on the steamy waters to the hot tub and settling into them. Instant relief hit his aching musculature. He was joined by Sunset and Derpy, the latter stripping off her coat.

Fleur's hooves echoed when she trotted into the pool area. “Do you mind some company?”

He shrugged and looked to Derpy. “It's her ship. I'm only trying to hold this operation together. Besides, it looks like we're about to have a lot more company.” Baltimare was a dusty and barren place, without much to offer tourists, and so after a quick visit many of his soldiers decided to mostly stay onboard. He spread his chiseled forehooves over the sides, leaning back.

“Allow me,”said Fleur who magically raised a brush drenched in soapy suds, making brief contact with the mares for permission. Usually she simply took what she wanted but she was kin no mood to fight. Thankfully they nodded, and she settled behind him in the waters, her breasts resting on hi s lower back while she hummed and scrubbed him.

His sheathe stirred and he was thankful the waters somewhat obscured him. His eyes wandered over the other attendees, including Tree Hugger who was carried bridal-style by Mr. Bear, Capper who seemed content to watch from the sidelines while he sipped a martini and didn't so much as get his feet wet, and Flurry Heart who was followed closely by Beatrix Belladonna to the pool's edge. They were chatting and giggling all the while like a pair of mischievous students.

His eyes were pinned to the smirking Beatrix when she removed her pointy hat, followed by the star-decorated cape. Next she peeled off the fingerless gloves that came to her upper arms, followed by thigh-high boots, seeming to exaggerated her hips and thighs when she shucked them. His breath caught when she gradually shed the high-cut leotard like it was a second skin.

She raised her arms and stretched, stark naked, arcing her bosom so that her bouncy breasts jutted out, taking her time. Incredibly wide areola that ended in perky erect nipples poked from the tips of her milky tits.

She turned so that her backside face him, and gradually bent over, until she touched her toes with a snicker. She held that pose for a couple minutes, giving him a full view of expansive jiggly buttocks with a reworked version of her mother's cutie mark emblazoned on each, the plump lips of her vulva, and even her cute pink asshole peeked out.

To his shame his eyes kept darting back even when he tried to meet his own haunted features in the churning liquids. She couldn't be doing this to him intentionally, could she? Somehow it was hard to think of her as his daughter. What was wrong with him? This was no way for a Paladin to behave! But somehow she seemed to almost have him enchanted.

Fleur rubbed her teats upon his lower back, dragging the soft mounds up-and-down, using her forehooves to trace the lines of his pecs. She pecked his neck and nibbled on his ear. One of her backhooves teased out his stallionhood, stroking the dark and veiny tool which slipped free. Meanwhile Beatrix sat at the poolside, scooping up handfuls of water, and slowly letting them run over her delicate curves with a low moan. He swallowed hard, trying to deny shameful fantasies of bending her over and mounting her right there. Such a thought with Flurry Heart would've turned his stomach, but he watched entranced.

After a while Fleur repositioned herself so that she sat onto his lap, and despite a wheeze of protest she laid her hooves on his shoulders and faced him while she slid his length into her until he bottomed out. “Relax,” she whispered. “Nopony's paying much attention to us. Besides, Sunset and Derpy don't seem to mind sharing you. Oh yes, I know you're busy fucking them relentlessly each chance you get. But I do believe you could use a change of pace, and I'm quite happy to oblige.”

She moved atop him in a subtle and subdued fashion, milking him with her tight, warm, slippery inner walls. Sunset and Derpy helped out by fondling her asscheeks. From this vantage he could stare directly beyond their lusty gazes unnoticed, watching Belladonna lather herself in soap, taking her time and rolling her eyes into her head while she moaned quite low. An ear reflexively twitched to better listen, watching deft hands wander playfully over all her most intimate part.

He edged on orgasm, and Fleur slowed to an almost complete stop, making him whinny and whimper while her lower lips continued to lazily suckle the precum from his mast. She continued like this until her nethers started to quake, and then her cunt clamped down on him like a vise, her balls erupting with foalbatter that she greedily took into her uterus. “I have no intention of carrying a foal,” she murmured in his ear with a sultry rasp. “Although, if it were yours it might not be so bad.”

While he basked in the afterglow Belladonna stared into his eyes. Her smile widened, and he shyly looked away, overwhelmed with shame. Her lovely, naked physique was forever burned into his brain. He caught her licking her lips from the corner of his eye. Yes, she had definitely put on a show for him. Well, he'd pretend it didn't happen, and hoped she'd lose interest sometime.

Goo in the shapes of Pacific Glow, Cloudchaser, and Flitter made their move in tandem, the first tackling Rarity who yelped, while the twins enveloped Spike when he turned to defend her. The fasionista was knocked onto her barrel, all her limbs spreading, the slime molded in the shape of the rave pony settling its squishy, warm weight atop her and pinning her down. Her eye went wide once it slithered into her crevices, squishes sounding when a heat made her feel full all over.

The bizarre entity attached itself to her brain, and she felt her muscles slacken, her frame going numb all over. She opened her maw to scream when her body started to move on its own but the sound was swallowed. The portion of the Smooze had discovered a new talent, attaching itself to her brain, evolving to discover new facets of itself each time its composition altered.

Despite repeated attempts to wrestle the pegasi slimes, the slippery duo soon overwhelmed him to, pushing themselves into his anus and urethra in a similar manner to how they invaded the unicorn. He tried to build a fire in his belly, hoping to burn them out, but they quickly seized his brain too, making him skulk towards Rarity. He tried to growl.

For a moment their gazes met in shared horror, both believing he was about to eat her. Her eye watered and she would have smiled sadly if she could, would have told him it was okay and that at least she'd die to his teeth. Instead they were overcome by curiosity when he was driven to stalk behind her, and he pressed his bulk upon her in a tender manner.

They shuddered when his wet dragonnhoods slid from their sheaths and caressed her slender back. “S-sorry,” he managed to squeak struggling with all his will to keep from mounting her. A few hot tears spattered her upper back. He wanted her more than anything, but not like this. He feared she'd never be able to even look at him again.

The creatures were overcome by their own curiosity and returned them the ability to communicate. “It's...it's okay, Spike. At least it's you.” Her cheeks and buttocks flushed bright when he sunk his cocks into her pussy and anus. She winced, having not been filled in such a way for so many years, but her eyes widened anew when she felt something curious.

Both of his dicks swelled to a knot once they bottomed out in her, speading her moist squishy interior wide open. “M-must be a curious leftover from the creature you used to be,” she wheezed remembering that he'd been a dog in that world. To her shame her marehood was drooling over his testicles which had also dropped when he was ready to mate.

Slaps sounded once he started to fuck her. He hissed and snorted, his dragon instincts overwhelming him, threatening to break even the slime's hold when he started to roughly hammer against her flopping marshmallow buttocks. She whined under his brutal thrusts, hanging tits with pastel pink nipples slapping into each other each time he rocked her forward.

So lost was he too primative desires that he cared for nothing but his basest pleasures. For the moment he could only perceive her as a bitch in heat that needed to take his knot, and be bred hard until he could fill her with his pups or eggs, still unable to decide whether he was more drake due to his appearance or mongrel due to his former shape and life.

Fortunately she had always liked to sexually submit to her Spike since he was the one she loved with all her aching heart, her marehood watering when he roughly put her in her place, claws squeezing into her flesh and teeth biting into the nape of her neck to make her further submit but not drawing blood. His mind had slipped away momentarily; she was now a vessel for his pleasure. She couldn't blame this Spike; he was probably completely sexually inexperienced. Poor boy had probably been holding this in his entire life knowing his Rarity was untouchable. Her sad smile widened, thankful she could be his first.

A part of her had always wanted this. Wanted to move on. But she still feared it was a betrayal, that she'd simply replaced the love of her life with a stand-in who she cared about but could never truly love in the way he deserved. She moaned and her eye rolled back, her tongue falling loose from her drooling maw,her marehood quaking repeatedly as her holes clenched again-and-again, mutiple orgasms pulsing like electricity through her. “O-oh, Spike! I love you, Spike! I love you!”

She'd said it. Why regret it now? Why not become lovers with him if they survived this now that they'd already been pushed this far? Capper would likely never settle down with her, and while she felt sorry for Blueblood, even if she could become a stallion again she doubted they were that compatible. Her eye studied the fire ruby which bounced along with her milky breasts, so large and pale she could see traces of her veins in the swinging pendulums of marshmallow flesh.

He bared his teeth completely with a primative growl, humping her as fast and hard as he could, smashing against the opening to her cervix with each brutal thrust. He was slamming her so hard the floor shook, his precum and her marecum spattering out to decorate with floor, mascara running from tears born from pain and pleasure.

He was too far gone to care whether he broke her. All he knew was he needed to fuck her silly. Likewise she lost herself in the moment, hardly caring either as sheer euphoria threatened to break her brain. “C-cum inside me, Spike. I want it...”

He clasped a claw around her throat, leather wings unfurled to fullness, and the pair shrieked in unison when his twins unloaded into her. Her uterus swelled in a distant but familiar manner, to the point where if she didn't know better she would've feared bursting. Her eggs swam in the sloshing fluids, and even after he'd finished he continued to emit tiny spurts, still locked tight inside her. She contracted around him with whiny whimpers, almost grateful he couldn't pull loose from her.

His eyes remained glazed when he turned ass-to-ass with her, giving the occasional tug which would push her over the edge once more, her shaky backhooves now thoroughly drenched as she stood in a pool of her own excretions. She breathed in an aroma of their sexual musk, almost forgetting their dire situation and wishing she could remain with him filling a figurative and literal void in her. “Ah...Spike...”I'm sorry...I love you...” Her tail swished about, overcome by satisfaction.

During their mating the sleeping forms of Lavender and Fuschia started to move, controlled like meat puppets by the tentacled lifeforms nesting in their womb, the extrusions emerging from their snatches used to lift them up and walk them about. The former descended on the slumbering Blueblood, while the latter slipped from the private section of the hospital wing.

“Get away from her,” demanded Rarity who tried to activate her horn to no avail.

Lavender spread Blueblood's thighs, lowering herself upon her, until their slimy clams kissed. “Uh...ah...” The Princess blushed and moaned low, rolling about in the bedsheets but not awakening, even when the tentacles from the witch's slit invaded both of her lower holes. Their snouts met in a sloppy kiss, another tentacle pushed between their maws. Schlicks sounded and small sprays spat out each time their watery pussies and puckered assholes met, squashing together in rhythmic fashion.

The lengths slithered further-and-further, until one pressed against the entrance to Blueblood's cervix, and forced its way in, bright eyes snapping wide open as pleasure turned to stricken horror. “Mmmmph!” She kicked all her limbs comedically under her invader, her slit watering into a puddle like she'd wet the bed. Her attacked showed no mercy, happily ravishing her.

“Spike! Wake up!” Rarity continued to call his name.

After several moments he snapped back to awareness, eyes returning to normal, as a mixture of pride and shame overcame him. An uncomfortable toothy smile lit his snout. He continued to occasional tug at his knot swollen in her silky walls, careful not to yank hard, and she whinnied with renewed blushes, another climax rocking her most intimate portions.

Control of his bulk continued to return despite the Smooze's efforts, and he swelled his chest up larger than he ever had before, a raging inferno burning within. Screams that mimicked Cloudchaser's and Flitter's sounded in his interior, and they were roasted under the magically-enhanced fire, reduced to mist that escaped between his teeth and nostrils.

He swelled his muscles with pride. Then pinkened when a bit of gas escaped his buttocks. “Oh my,” said Rarity without thinking. “W-well...it happens to everypony...creature?” She was thankful his knot's swelling continued to die down, still releasing the odd spurt of cum inside her, and she sighed once he finally popped free of her oozing pastel pink holes.

He turned on her, and their gaze met in a shared understanding, his chest swelling to insane levels once more, readied to unleash a cone of emerald fire. The slime molded in the shape of Pacific Glow instinctively slithered free from her holes, and she gurgled once it ejected from her mouth, retaking the mold of the deceased rave mare. Before it could escape he nuked the monster, which squealed while it too was reduced to a cloud of rolling vapors that swirled about her.

“Try not to harm her,” called Rarity once he moved to attack Lavender. “There's a slim chance she can still be saved.” He nodded and sunk his fangs into a tentacle that jutted out at him, he rubbery digit squishing and emitting a foul odor as clear fluids erupted from the burst coil. It attempted to retreat back into the safety of the womb but he held tight.

Using all the strength he could muster, he pulled back with all his weight, muscles stretched taut when he tugged. A long, ragged moan escaped Lavender's maw when she gushed over the trio, Blueblood squealing. He tore the abomination from the mare entirely and pounced on the fleshy mass, growling as he feasted upon the eldritch abomination.

Rarity tried not to scrunch her nose. “Thank you, Spike. You saved her life. “But what about Fuschia?”

He swallowed down the monster, chewed on it like it was a mass of fat, and burped a tiny plume of flame. “I'll find her.” His eyes fell upon her still swollen stomach, which made her look pregnant, a reminder he'd done that. Satisfied they were now safe, he bounded from the room, heading into the corridors where more of the Smooze awaited...

A metallic ring sounded when Pinkamena drew her sword across a shadowy corridor, sending small sparks flying while she faced down the small trickles of slime that dripped in. The droplets struck the floor with an echo. She leapt from one area to another to avoid the small puddles, bounced about with a giggle, her head tilted to one side and her eyes huge to match her wide smile. “Can't catch me!” She turned and presented her plump rump at the Smooze, shaking her bouncy cheeks and slapping them. “Whee!” She hopped away from a pool which transformed into a hand and attempted to seize her.

“Stay behind me,” she warned Trixie who'd rushed in to assist, her horn already manifested atop her forehead. The point lit up and she fired a few magic blasts, the slime popping and hissing every time her beams connected. They were dispelled for a moment merely to reform unharmed. “Save your own butt, Trix! No worries, I can take care of myself!”

“True,” breathed Trixie who nevertheless hated to abandon a friend. Sure, they're never been terribly close, but hanging with the force had brought the heroic instincts she tried to deny roaring back to the surface. Not that she wished to admit it. Cherry Jubilee hung further back, once more feeling helpless to do more than bear witness while others acted.

A storn of tentacles rushed from the darkness of the tunnels. Pinkamena dodged a couple only for a third to grab an ankle of her backhooves, slamming her facefirst with a thud to the metal floor with a bang. The blade rolled from her forehooves. Her eyes rolled with dizziness, as she was dragged towards a suspended Fuschia, who forced her extrusions into Pinkie's holes.

She winced and squirmed, eyes tearing up, momentarily recalling the day when slavers tortured and butchered her friends and family in front of her, then gangraped her four countless hours atop their corpses, until she was soaked in their blood and guts.

The protective bubble her mind had built up burst. A mind that had been snapped for so many years returned to awareness as all the painful memories came rushing back. She sobbed as the intruders rapidly pushed in-and-out of her ass, pussy, and mouth which all filled with excessive precum that slicked the tunnels, stricken less by what was happening to her and more by reminders of what she'd lost. A series of tendrils slipped past her cervix, rubbing the warm, wet walls of her womb.

A similar fate befell Trixe, who snarled when her cape and leotard was ripped away denuding her, save for the fingerless gloves that came to her upper arms and thigh-high high-heeled boots. A tentacle even plucked the point hat from Trixie's head and placed upon Fuschia's own who smirked at her. “Upstart! Minion! You'll never be on Trixie's level!”

She continued to rant until her mouth was stuffed, followed by her lower holes, her shapely legs raised and spread. A flesnhy coil wrapped around her horn to dispel her magic, more pulling on her hair and lashing her floppy tits and pert buttocks.

Jubilee turned to run, hoping to find more help, but she was grabbed too, alongside the mare Trixie they'd taken prisoner, pulled from the room they'd locked her in once the door was torn away. She scampered helpless in her enchanted chains which number her magic, thrashing and shrieking when she and Cherry were similarly violated by the coiled mass from Fuschia's drippy slit.

No matter how much they struggled the coils merely tightened. They were reduced to playthings for Fuschia to enjoy at her leisure. She perched atop the nest birthed from her with pride, the creature continuing to swell within her core.

“Cut it out, Vinyl.” Octavia tried to ignore the unicorn she carried atop her when she nibbled on her ear and squeezed her teats while she ran. Her hooves sounded with Lyra's while they ran down the ship's interior, clops reverberating under their straining muscles. They huffed while they ran at top speed, dodging past the slivers of the Smooze which wormed inside.

They slipped into the storage vault, most of its contents ruined during the crash, but there were a number of potions remaining. Unfortunately there were no elixirs to be seen, but they scooped up the unbroken bottles they could find anyhow, hoping the concoctions would at least momentarily disrupt the Smooze's composition. “Well,” said Tavi. “Here goes.”

“Heyyy,” slurred Vinyl in a sultry manner. “Think our sound equipment survived the crash. Why not try that awesome speaker system I had custom built, cutie? Always figured it could be turned into a primo weapon in a pinch!”

Octavia thought it over. “Why not? Our options are limited.” She broke into a run, her satchel heavy. Lyra struggled to keep up, wishing she hadn't sat around snacking all the time between missions. Sure, she'd practiced her magic on occasion, but she'd never been much of one for exercise if she could help it. They arrived in a room with stage props piled into bunches.

Much of it was badly damaged, some beyond repair, but the DJ had taken precautions with her magnum opus, which she'd often customized in secret. “Ooh baby.” Vinyl hopped down, removed the layers of protective styrofoam and blankets, and draped herself in a sensual manner upon the mobile stereo system. She fired it up, neon lights flashing all over the complicated system, and it hummed ready to roll. “Pretty cool, huh sweetcheeks? Don't worry, it's easy to operate!” She laughed.

A slap on the rump made Octavia glare over her shoulder. Once she would've appreciate a playfully affectionate geture like that, but now she simply curled her lip, at least thaankful Scratch wasn't focused entirely on partying for once. “It's up to us.You ready, Lyra? We may have only one shot at this, so we'd best make certain it counts.”

“Yeah, I'm ready!” Lyra stood upright and held onto a speaker once the machine started to roll, making certain the dangerously loud sound system was pointed away from them. “Hey, this is almost fun!” She beamed wide, bobbing her head.

“Oh, you like this?” Vinyl pressed her face into Lyra's rump, who blushed bright when a horn poked her rear entrance.

“V-Vinyl! Never knew you thought of me that way!” Lyra softly swatted the laughing DJ away.

“Hey, I would've fooled around with all our backup dancers if little miss stuck up Melody would've agreed to it! What's wrong with the occasional bit of candy on the side?” Vinyl Scratch continued to rant in a delirious manner while the contraption sped down the dark corridors with a mechanical clunk. Tavi tuned her out, wistfully spotted a compartment filled with futuristic shades once worn by her lover, and plucked out a pair, setting them over her eyes in memory of happier times.

“Hey, you look pretty good in those!” Lyra wagged her tail.

Vinyl nodded her approval. “Yep, knew you'd come around. And she's right, they suit your cute patoot!”

A display on the controls revealed all sorts of information, including the wavelengths of the wound. She turned knobs to alter the resonance, trying to find a fequency that wasn't harmful to ponies but might disrupt the Smooze's composition. The odd drone that could barely be called music erupted from the speaks, Lyra covering her ears and Scratch pretending to gag.

“This music sucks donkey ass,” whined the DJ. “I thought you had taste, Tavi!”

“Hush you.” Octavia looked around and saw the puddles were being vibrated apart by the noise she'd discovered after some fine-tuning. They arrived in the tunnel where Fuschia was busy making the mares and the one human her bitches with the layers of tentacles. She tried to think up a one-liner Vinyl might say, putting the speakers up to full blast.

“Death by stereo!” The vibrations pushed away the Smooze as the sounds reveratd throughout the ship, echoing, until the yellowish-green gelatin withdrew outside the hull back itno the Everfree. The tentacles hesitated and Fuschia hissed, irritated but refusing to withdraw, instead turning on the machine. The extensions lashed out and pierced it repeatedly.

Sparks fired and smoke rose. The trio of mares were forced to abandon the stage seconds before it exploded into fiery wreckage that rained down. “My masterpiece,” whined Vinyl who sunk down and stared sadly at years of work lost in an instant.

The limbs turned on them, Tavi and Lyra chucking chemical mixtures at them, several masses of flesh hissing and burning only to replaced by more. “You're fucked,” cried Fushia as her protrusions seized the trio. “Literally!” She pulled them aloft and started to stuff their holes, cackling when she seized back the others she'd been forced to drop amidst the struggle.

She shrieked as teeth sank into a limb, which was pulled by Spike who' finally arrived, Fuschia toppling onto her side once he ripped the fleshy mass from her birth canal with a plop and a splatter of juices. He tackled and feasted on it like the last one, ripping it apart with tooth and claw until the chunks filled his stomach. He grinned and burped a fiery plume once again.

Human Trixie rubbed the rump she landed on. “You saved our butts. Thanks.”

“No problem.” Spike rubbed his neck, his vocal chords now used to short speeches. He checked on Fuschia who laid sleeping on her side, making certain she was okay. He licked her cheek, feeling sorry for her. “Rarity, Blueblood, and Lavender are okay. But Pacific Glow, Cloudchaser, and Flitter...didn't make it.” He bowed his head, like he was responsible.

“Oh no...” Octavia closed her eyes hard. “If we hadn't taken them on maybe they'd still be alive...” Of course it was merely a stroke of luck that they'd decided to pick up Glow from Las Pegasus before the fall consumed it for their tour across Equestria. They had narrowly escaped death so many times, merely to face another impending threat wherever they went.

Was anywhere safe anymore? She figured the Smooze would be back soon and Spike was their only real defense now. They would have to pack up and move on the moment everypony was able to travel. She didn't like their chances on hooves, but there weren't many real options left to them. With a heavy sigh she hugged Vinyl and Lyra, ignored the former's hoof on her butt.

A makeshift cart was soon built with what they could salvage from the wrecked sound system, loaded down with all the supplies it could safely carry, and she attached some reigns to it, pulling it along with several other earth ponies. She swatted Vinyl aside with her tail who wouldn't quit trying to molest her, and the crestfallen DJ turned back to harassing a bemused Lyra.

For all they knew most of the southern parts of the continent were infested by the Smooze by now. Perhaps most of the dragons and griffins had been wiped out. She pursed her lips, lowering her head low. The cult had all but won...if you could count mutually assured destruction as winning. But she would never lie down and submit even when damnation loomed.

Author's Notes:

Rarity finally gets lucky?