Shining Armor's procession was on the move throughout the Everfree Forest, which now covered most of the only continent that remained. He trotted at the head of the caravans in his armor, shield and sword upon his strong back, Gilda flying to his left side to scout ahead, and despite his protests Flurry Heart hovered to his right, having proven her worth many times over despite how much he tried to protect his precious daughter.

She was a piece of him. A constant reminder of Cadance, despite the fact that his real foal had died long ago. What their adversary had shaped in Flurry Heart's likeness in a twisted parody of their family unit had become the most precious jewel in his life. It felt sappy to think, but that's partly why mares adored him.

Among those he'd collected on his travels were Diamond Tiara and Silver Spoon, two of the only foals that had survived the assault on Ponyville way back when, along with Bab Seeds, who did joined up with the pair to carry on the legacy of the Cutie Mark Crusaders, whose founders had all met tragic ends. They were now all fully grown mares who like most survivors had chosen to take up arms in defense of Equestria. Bonding over their lost friends early on, they have formed a fast friendship.

They were all garbed in enchanted costume-like armor crafted by Rarity and her assistants, incredibly flexible and pliable, yet able to deflect weapons and even smaller bullets. Likewise they carried weapons imbued with magic. A number of soldiers marched with them, a few being lost in each battle only for more recruits to replace their numbers.

“The rest of those wusses couldn't hack it,” said Gilda who beat her wings. “I don't ever plan to retire!” One of her eyes was now completely white, her powerful frame laced in scars. She was often the first to rush into battle, tearing apart their enemies with sharp claws and her beak, promising to kill as many as she could in Rainbow Dash's name.

The cart bounced under Diamond Tiara, Silver Spoon, and Babs Seed as it was pulled by muscular armored stallions. “You know, you're probably the last Apple in the world, seeing as how those monsters massacred the rest of them.”

Silver Spoon glared at her. “Diamond Tiara! Try to be a little more sensitive!”

Diamond rolled her eyes. “Oh, sorry. But I think it's better to be a little blunt. This isn't a nice world we're living in, you know. Never has been. But we're your friends, Babs. We have to stick together, even if the world's coming to an end!”

“Yeah, yeah, let's not get too mushy.” Babs sat between the pair and pulled them close. They were all fully-grown adults now, forced to grow up fast in a world gone mad, so they seized these opportunities to banter childishly. They all wore enchanted scarlet capes to signify their membership in the Cutie Mark Crusaders, now helping los foals all across Equestria.

Derpy hovered behind the others, listening in. She was still a clumsy flier after all her hard practice. She trained her uneven eyes on Shining Armor, fantasizing that she was at his side, until a tree branch smacked her in the face.

“Whoa there, love.” Capper caught the pegasi in his dexterous arms with a sly grin. “Swept off your hooves, aren't you?” She blushed as he swept her blonde bangs from her face. “Believe me, I'm quite familiar with heartbreak. Sadly, it's usually the hearts of poor mares I'm breaking. They soon at every port, wishing there was more than one of me to go around!”

They'd run into him during their travels, and knowing he was a close friend of Rarity's, decided to let him tag along. He rarely took to the battlefield directly, but he'd been able to con and bribe their way through more unwelcoming areas, allow them to gather tons of supplies. His airship had been thoroughly wrecked by Spike when he'd been under the enemy's control, and his entire crew had burned, but he'd made an emergency escape into the sea, managing to rig together a makeshift boat from the scattered remains and drift to shore. He hoped that someday he could sail these often dark skies once more.

“Mr. Capper, I know I'm not very bright, but I also know you like to, um, make whoopie with lot of mares, too.” He had a reputation as a notorious player. Not that he was ever mean or intentionally cruel; she'd overheard someponies call him a gigolo; she'd have to ask Time Turner sometime what that meant. Maybe next time she sent a letter to one of her pen-pals.

Capper slapped a paw over his heart. “You wound me, my fair lady. You have it bad for Shining Armor, don't you?”

“N-no I don't!” Derpy tried to turn her eyes away which bounced in different directions.

“Methinks she doth protest too much! Never fear, my sweet. He's supposedly been with dozens upon dozens of mares across Equestria over the years, and with the loss of his loves, he needs somepony new to mend his heart. Why shouldn't it be you?”

“I...I have nothing to offer. I'm clumsy, dumb, not that cute-”

“Nonsense! No red-blooded male could say no to that precious bubble-butt!” He set her down beside him in a carriage drawn by powerful stallions, but kept a thin arm wrapped about her shoulders. “I can be your wingman! Should I talk to him?”

“No!” She was mortified at the idea. “I'd rather pretend there's a chance than know for sure there isn't.”

He shook his head. “Tsk, tsk. That's no way to live. Please reconsider it, at least.”

“Okay,” mumbled Derpy who stared at the passing ground. The procession made repeated trips around the continent, stopping sometimes for days at a time in populated areas to pick up supplies, rest, and help out the locals, before they set off again, routing slavers, cultists, monsters, and other threats to an orderly society. But no matter how many threats they put down more always arose. They pushed back the darkness only to see it bounce back. She could understand why her pals had retired.

A loud bang split the air. Shining Armor reflexively flinched, seeing a bullet hover there between his eyes, stopped before it penetrated his skin by a bright aura that seized it. Flurry Heart had barely caught it in time, straining to help him throw up force-fields as more bullets rained upon his comrades. “Everypony, arms at the ready! Fall into formation!”

Gilda hissed. “They're hiding in the trees! Cowards!” But even she wasn't so reckless as to rush into gunfire. With her one good idea she scanned the treetops, seeing black-cloaked figures wielding rifles. “Face me in a fair fight, you little chickenshits!”

“Little chance of that,” muttered Diamond Tiara whose horn glowed as she turned a rifle upon its wielder, squeezed the trigger, and blew their skull apart in a messy red spray from the impact of a high-powered shot. “Ha! Take that, you bastards!”

Babs risked reaching through the force-field, chucking bombs from her satchel which struck the trees, pillars of fire raining across the sky and shaking the area. “Gonna' take more than that to do us in, punks!” She blew her bangs from her face, tossing more explosives at the cult members. “This is almost too easy! Where's the fun in huntin' sittin' ducks?”

Silver Spoon cautiously pushed her own firearm through the barrier and fired. “Don't underestimate them,” she reminded her pals, always the sensible one. “Let down your guard and it's over in an instant. I hear that's what happened to Sunset-” She cut off her words in case their leader overheard. Even after all this time the wounds were still quite raw to him.

Sweat dripped down Shining's brow as he worked to keep up his magic shield. “I can't keep this up forever!”

“I know, father!” Flurry Heart knew the moment their barrier broke most of them would be cut to ribbons. Bizarre hybrid monstrosities rushed from the bushes, making alien sounds as they bashed into the invisible dome, trying to shatter it under their repeated blows. As a result the mages were forced to draw on more of their reserves to keep the protection up.

“Down my sweet,” warned Capper as he pulled Derpy into one of the more well-armored wagons.

“I want to help,” she whined.

“I know. But neither of us are much in a fight. At least not on this scale. But we are survivors!”

Inevitably cracks sounded like broke glass as holes were punched into the dome. Gilda raced at insane speeds, claws extended and beak open with a war cry, darting from treetop-to-treetop, ripping out intestines and splitting tendons. She didn't even waste time confirming her kills, ignored a couple bullets that managed to penetrate the seieves of her armor, blood running down her well-toned form when she raced towards a figure towards the back. She dove in and swiped a claw at the cultist.

The sniper barely managed to turn her head, the shredded hood thrown back, revealing the cold stare of Bon Bon. The griffin continued to swipe at the mare who deftly evaded her. “You're supposed to be-”

Another shot pierced her breastplate, Bon Bon having prepared a variety of magic bullets for this occasion, which could even neutralize the protective runes laced into the garments. Gilda choked up warm blood, spiraling as she took a nosedive and crashed through the branches below.

“Can't be,” said Shining Armor. “Bon Bon's dead!” They'd lost her during a mission, cultists descending on her, stabbing her repeatedly. Lyra had screamed and screamed and nearly shut out the world entirely after that, retiring with honors. Not that it did her much good. They had held a small funeral for her, another hero of an old conflict now lost.

Bon Bon waved a hoof at her fellow cultists, leapt into the air, and they danced from one treetop to another, racing away from the site now that their assassination attempt had failed. More gunshots and spells were thrown their way, claiming a few stragglers, but most of the survivors managed to escape. Flurry started to chase them only for Shining to raise a hoof. “Wait.”

“But I can track them to their hideout, father!”

Capper popped out and shook his head. “Probably a trap.” He took a look around to make certain it was safe, then slid over to Gilda's downed body, watching her sputter and drool. “It's not good. Maybe if we had some of Sunburst's healing elixir?”

“Afraid not.” Shining had debated this with the con artist many times; he tried to save everypony he could, no matter how insignificant to the cause, while Capper argued the elixirs should be reserved for their most valuable contributors, arguing they would save even more lives in return. But he never liked to play the numbers game. He knelt by the dying griffin. “Gilda?”

She opened her bloodied beak, Nurse Redheart and her team of medics racing to tend to her wounds, despite knowing it was most likely hopeless. “K-kill me,” she begged, her pride demanding a quick and clean death, not screaming in pain as she pissed and shat herself to oblivion. Had she the strength left she would have crawled away to die in private.

Her friends gathered around Gilda. Flurry Heart was sobbing, as was Derpy, while the Cutie Mark Crusaders looked to one-another. Capper drew his mouth into a line. Shining Armor steeled himself as he drew his white sword. “Yeah,” wheezed Gilda. “Clean stroke. Behead me. Got to be a death Rainbow would think is awesome.” She chuckled.

Redheart placed a hoof on his arm. “Don't do this. There's still a chance, dear. I took a vow to preserve life!”

Shining casually removed her hoof. “I also took a vow to honor my soldiers. Look away, if you must. That's goes for everypony here.” There was a glint in Gilda's eye when he raised up on his haunches, his broadsword raised up high, before he brought it down with a thud, blood splattering his face and armor as he cleanly removed head from shoulders with a shudder.

The operation proved a success. Mother had Frankensteined herself into some sort of composite alicorn, wings from a fast flying pegasi and a horn from a archmage unicorn attached to the earth pony. She tested her new plumage, which was still weak, healing where it was bonded to her. She used a bottle of bubbling elixir stolen by her cultists during one of their raids, using the colorful healing salve to help fuse the stitched up flesh. She hissed and grit her teeth, rent skin feeling like it sizzled.

She settled back onto her crystalline throne, ignoring the hybrids which mounted Sunset Shimmer, little more than a hollow shell. Her assassination squad returned, headed by one of her most useful pawns, Bon Bon. Like Sunset she'd been revived by necromancy, only this one had been turned into an angel of death, driven by a pure desire to kill like her mistress.

Bon Bon lowered her head. “Forgive us, Mother. We have failed you.”

“No need to be concerned. Killing Shining Armor so quickly wouldn't satisfy me, anyhow. I want him to suffer as my sister and I suffered. I doubt he even thinks about us now. Do you recognize me, Sunset Shimmer?” She met thee unicorn's pale eyes, removing her hood, cloak, and finally mask, revealing a multi-colored crystal pony underneath with her mane cut into a bobcut.

Sunset cocked a brow as distant memories resurfaced. “Wet Nurse...? Wait, no...”

“Foal-Bearer. At least that's the name I took when my twin and I chose to serve under Cadance. Shining Armor was supposed to look after us. He didn't even notice when we were taken by that monster and forced into being her pawns. Wet Nurse threw away her life to save them and was promptly forgotten by history despite her sacrifices. Well, I refuse to accept that!”

She raised a rainbow-like hoof and slammed it down. “I'll hunt down the Necronomicon and reclaim it! That monster was right about one thing! Equestria deserves to die! With the Necronomicon maybe I'll be able to complete Starlight Glimmer's time-travel spell and fix this hellish reality.... And if I can't, then let it all be condemned to eternal oblivion!”

“I know the vault well,” said Bon Bon. “Though Fancy Pants may have made alterations.”

“No matter. I've discovered a weapon the enemy abandoned. One so powerful she couldn't control it, and so out of desperation sealed it in the ocean depths, choosing orderly corruption over mass destruction whenever some level of sanity set in.”

She directed her most powerful mages to take the lead, while the lesser ones were handed severed unicorn horns which had been forged into wants, allowing them to cast spells. They united their efforts in a similar manner to when the sun and moon were raised and lowered, only this time they awakened a creature buried in the deepest seas. One that even Spike at his full strength would have inevitably fallen to. Hundreds of horns simultaneously lit the dark skies as they strained to stir the abomination.

Several of her servants collapsed after a time. This went on for hours, more ponies crumbling under the intense effort, a few even perishing as they burnt themselves out completely, but more hurried to take their place. Eventually the roaring waters started to bubble as an emerald mouth-like opening started to materialize. Slime rose skyward with a guttural roar.

She smiled and raised her hooves in triumph, watching the multi-faced monstrosity arise, a mountain of green slime with an interior filled with the eternally preserved corpses of thousands of creatures from various races trapped within it. The monster had fed-and-fed, rapidly growing out of control, until the mistress realized it would swallow her and the Necronomicon, banishing it rather than be lost forever. A sea spray splashed over her. “Awaken, Smooze! Bring about the end of days!”

The Smooze was reduced to a force-of-nature, a creature of pure instinct, which lived simply to devour. It had flooded many areas over Equestria and swallowed them hole. Thousands upon thousands were dead in an instant with many more to follow when it was first used as a weapon. Entire civilizations and species were wiped out. And now it was about to start again.

Mother decided it was best to have her cult direct it from the western edge of the continent, keeping it away from populations for now, so that it would remain hidden before it was time to strike. The Smooze dragged itself over the ocean's surface, directed by the combined magic of the cultists, who slowly guided it towards their ultimate destination; the vault where the Necronomicon was said to be sealed far below Los Pegasus.

She set out in her own caravan, bringing Sunset with her for company, and a number of snipers perched on top, including Bon Bon, who would take care of any potential pesky witnesses on the way.

Knowing that Gilda wouldn't want her remains to be buried, Shining Armor decided to have her cremated instead, which he handled himself since he'd served with her for a number of years. They were never close friends but respected each other as fellow warriors. He placed her ashes in an urn, and while the procession moved along, he scattered a few into the wind on occasion, his tired eyes heavy with the lost of yet another comrade. How many had he lost now? Did he even want to know?

Flurry Heart fluttered down next to him and wrapped her small hooves around his shoulders. The corners of his eyes watered. “It's okay, father! Everything will be okay.” The cart bumped under them as she tightened her embrace.

“What should we do now?” He said it aloud asking no one in particular. “Bon Bon wouldn't do this. She must have been turned by the cult. Can we return her to how she was? Or is it better to simply put her out of her misery...?”

Derpy's ear twitched as she listened in, and she landed atop the wagon, clearing her throat. “U-um...Mr. Shining Armor, sir...can we try and get some of the old gang back together? We could really use their help!”

“Most of them have retired,” he reminded her. “I'd rather not interrupt their peaceful lives to solve my problems.”

“Plus,” said Capper who popped his head out of a curtain. “You'd be putting them in extreme danger, too!”

Derpy sniffled. “We could at least ask! I know they'd listen to me!”

He thought it over. “Okay. We'll put it to a vote. We're headed towards civilization now, anyway. Trixie's supposed to be in the area on tour so we'll start with her. Maybe we'll be able to meet up with Rarity and Tree Hugger after that.” A part of him missed them. They were all getting older. Perhaps this would be their last ride into the sunset.

“I'll send some more letters,” called Derpy who tried to keep in touch with everypony she could.

Capper ducked back into his well-furnished caravan, decorated in a similar manner to his airship, lots of exotic paintings, busts and baubles, which would have put Trixie's and Fancy Pants' collections to shame for sheer exuberance. However many of his art pieces were far less tasteful in nature, stallions, mares, and other creatures depicted engaged in rather carnal acts.

His entire room reeked of sex. It always seemed to help get his guests in the mood. He was wearing a silk scarlet bathrobe he let open, returning to Diamond Tiara, Silver Spoon, and Babs Seed, who had placed their capes on a hatstand and draped themselves alluring on his bed, the sheets covered in pillows with tassels and veils that acted like curtains. “Are you ready for round two, my sweets?” They nodded enthusiastically, watching him with sultry eyes. “So, which one of you is first?”

“Me,” demanded Tiara who was easily the most dominant of the trio. Not that he minded! She laid back, parting her thighs, almost daring him to enter her. His dick emerged hidden from his fur, and likewise his testicles, as he sunk his length into her, her limbs wrapping around him to draw him closer. Females always worried the barbs on his penis would hurt terribly at first, but he'd learned to master them with practice over the years, using them to poke and stimulate them in just the right places.

Similarly he'd become quite skilled with his should-be abrasive tongue. His mouth locked with hers, the pair greedily and messily locking lips, trying to dominate the other. Her marehood was already dripping over his crotch and over her puckered anus, and with a growl she suddenly spun with him, shoving him onto his back as she straddled him with a triumphant grin.

Watching them always got Babs Seed and Silver Spoon worked up, the former reaching between the latter's legs, tracing her slick marehood with a hoof. “Don't stop,” whimpered Spoon. “Make me ready to receive him.”

“You got it,” said Babs who chewed on her ear. “I don't mind bein' last. That means he'll remember me most!”

Tiara bounced atop him, until he purred, then growled, his claws digging into her pert buttocks. She rubbed his furred chest, shaking her teats in a tantalizing manner. She cackled when he started to cum inside her, tightening her nethers around him, thankful she was once again his first for the night. She milked him dry, looking smugly to her companions.

She slipped off him without ceremony, and Silver Spoon trotted over, dutifully burying her snout in her marehood and slurping as she lapped his seed from her sticky folds. Diamond dominantly placed a hoof on her friend's head, directing her licks.

“Hurry up,” called Babs who bent herself on the bedside, raising her tail to present a freckled ass and pussy. “I want it, too!”

“Patience, ladies. There's more than enough of me to go around! Just give me a minute to recover.” He poured himself and them some more wine into champagne glasses, taking a debonair sip. He heard a rustle outside his tent, and quickly did up his robe, poking out. “Yes?” He looked to Flurry Heart who was flying outside his wagon curiously.

She smiled at him. “Can I come inside?”

“Methinks that's not a kosher idea,” he purred taking another drink from his glass.

“Why not? Is it because they're way older than me?” She fluttered her lashes.

He winced. Was she flirting with him? Supposedly a pony was legal almost everywhere once they earned their cutie mark, but he doubted she was even in her double digits yet. Not to mention he pictured an angry Shining Armor beheading him in slow motion. “Sorry, love. Perhaps in a decade or so if Equestria's still around by then.” He dove back in.

Flurry bristled. “Nopony takes me seriously! Fine!” She was already one of the most powerful mages in the world despite her youth. Unfortunately she still lacked refinement and was forced to hold back lest her abilities went radically out-of-control.

She'd simply have to make them all take her seriously somehow. While she'd barely met Sunburst or Starlight Glimmer she'd read their notes, and tried a few experiments in secret, practicing potion-making. She'd tried to meet up with the reclusive Time Turner to no avail. They wanted to protect her and only held her back. No, she'd have to do this on her own.

Author's Notes:

Using the Smooze as a Lovecraftian abomination (More akin to his G1 appearance) was an idea I had planned for the original fic, perhaps with Spike fighting him to the death at the prequel's climax, but decided to use the awakened spirits trapped in the Necronomicon instead, feeling such a major unmentioned threat without any set up shouldn't be pulled out at the climax.

Wanted to add a few more male characters since this story had a dearth of them, and since I like Capper he seemed a suitable choice! I also thought it would be fun to explore what adult versions of Diamond Tiara/Silver Spoon/Babs Seed would be like.