Shining Armor ordered his forces to quickly pack up, the cold gazes of Baltimare's citizens following them the entire time. He considered asking if they could stay and help rebuild, or perhaps compensate them in some way, but figured their pride wouldn't allow it. Perhaps someday he would return. While there were a number of holes in the hull it appeared most of the damage was superficial, and they would be ready to fly within an hour or two at most. Plus they had managed to keep their casualties low.

With a flutter Derpy flew by the punctures, sprayed a silvery liquid from a can, and it hardened within a few seconds. “A sealant! Won't stand up to an attack, but it should be able to weather a small storm! We'll rebuild it later.”

“Time Turner thought of almost everything,” he observed. “You're a worthy replacement.” He patted her bubble butt.

Derpy flushed. “Thank you, Mr. Shining! Or should that be Mr. Armor? Well, whatever!” She cheekily slapped his muscular rump back before she took off to continue her work, humming to herself all the while.

Capper stole a glance at her hind end while she flitted by, rubbing his chin with a smirk. “Once she's done we should be ready to roll, Captain.” He bowed with a flourish. “Hey, don't look so down. At least we didn't lose too many this time. Shame about Fleur de Lis, though. She was quite a beauty. Wish she hadn't been out of my league!” He whistled.

“Yes, I suppose so.” His mind was distant. “Hey, little one!” He waved a hoof to Flurry Heart who touched down beside him, kicking up a small cloud of sand. “Not so little, really. You were forced to grow up fast and I feel like I missed out on it!”

“Oh, don't worry about it, father! I don't regret anything! I'm happy!” She stretched her wings to their full span and swished her tail. “I know Cadance would be proud of me, too, but Sunset's like the mother I never got to have! Come over here, Sunset!”

Shimmer trotted her way over, her crystalline physique sparkling like the stars under the moonlight. “Hello, you two.” She laughed when Flurry pulled them into her wingspan. “Thank Celestia we all made it out of that nightmare alive. I'm sorry about the losses, of course. I know Fleur's an old comrade, and Mr. Bear has been fighting with us forever!”

“They'll be missed. We'll make a short stop in the Everfree Forest to bury them, then decide our next move. I want to end this as soon as possible.” His eyes narrowed. “Maybe we have the resources needed to stop Starlight Glimmer now.”

Capper slapped a paw on his shoulder. “I'm with you 'til the end, Captain! Gives me a chance to sail the skies!”

“And to pick up a lot of babes,” teased Shimmer with a wry smile.

“Not to mention you've multiplied a small fortune!” Flurry tittered as she shared a smile with Sunset.

He slapped a paw to his chest. “You wound me! It's all true, of course. Why not take pleasures wherever I find them?”

Flurry Heart beamed wide. “Can you take my virginity, Mr. Capper? Want to taste my fuzzy peach?” He gulped while Sunset went wide-eyed and Shining seethed at the idea. “Just kidding! You all should see your faces!” She burst into laughter.

“You've always been such a little prankster,” mused Shining who recalled all the trouble she'd caused even as a foal.

“Tee-hee!” She batted her lashes, her loveliness at least matching if not surpassing Cadance's.

His followers filed into the airship over the next hour, and once Derpy was convinced it was sealed up to an acceptable degree, it kicked back to life. Dust clouds were tossed about when it took to the air. The interior rattled and hummed. From the bridge a sea of stars and a pallid moon with Luna's symbol embedded on its surface were visible amidst the endless darkness.

They couldn't return to Baltimare and most of the south was now enveloped by the Smooze. There were few places left they could turn to. They'd made a quick stop by one of the smaller villages near the northernmost parts of the Everfree before they launched what he hoped would be their final attack. He couldn't rest. They were Equestria's last hope.

The airship touched down in the Everfree near a tiny villa. Shining Armor and Tree Hugger dug a pair of graves, burying Fleur and Mr. Bear like they'd planned. He wiped sweat from his brow and she smiled at him, leaning on a shovel. Leaves rustled in the breeze around them, gnarled limbs creaking overhead. They tossed the mounds of dirt into the fresh holes and patted them down. By the time they finished the pair were exhausted, collapsing and sitting back-to-back soaked in cool sweat.

From what he could tell they had three targets; the Atrocity Exhibition, the Crystal Empire ruins, and the Smooze infestation. Dare he split his forces and try to assail them all at once? It's not like they had much time left. He'd have to take a gamble.

He'd sent Capper and Diamond Tiara out to fetch supplies, thankful their coffers were always deep enough for it. He gave Babs Seed, their resident demolitions expert, permission to load up on all the components needed to craft tons of explosives. Flurry Heart and Beatrix Belladonna put in a request for potion ingredients which he accepted. Derpy was already busy putting in her own orders for materials which would help her rebuild and further reinforce the airship for their coming assault.

Crunches sounded under Beatrix's heels when she approached. “Hey daddy, you busy?”

“No, I'm done.” He sat butt-to-butt with Tree Hugger, enjoying the feel of her plush bottom as he imagined she did with him, both so bushed they hardly cared how sweaty their bodies were. “What can I do for you?”

“I...well...have an idea about how the Smooze might be stopped.” She carefully reached into her starry cape's pockets, pulled out a bottle, and showed off the yellowish-green liquid within. “Now, hold on. You know what this is, right?”

He nodded. “Be careful with that. What-” He rose when she uncorked the top. The liquids leapt free and took shape, transforming into a nude humanoid figure which resembled Flash Sentry. “What in Tartarus?!”

“Take it easy! He's on our side! Mr. Smooze, introduce yourself!” She doffed her pointy hat at him.

(Hello, Shining Armor, Tree Hugger. I am on a quest to understand myself. Beatrix Belladonna has been instrumental in that. From what I have been told I have done Equestria a terrible injustice. One I can never make amends for. All I can do is attempt to halt the rest of my kind. Normally we share a hive mind, but we have started to develop individual wills and personalities.)

“Man, this is wild.” Tree Hugger shot him a crooked grin. “Like Fluttershy would say, nature sure is fascinating!”

“This is all over my head,” admitted Shining. He had to admit the rest of his crew were usually the brains of the operation. His sister was the smart one. He simply knew what was right and did his best to carry that out. “What do you think, Tree?”

She closed her eyes to sense him out. “Well, I don't, like, sense any ill-intent from him. I think he's on the level. Granted, I understand the reservations, but he's probably a natural creature in his dimension, you know? It's not his fault the cult meddled with him! I think we should trust him. If he can put a stop to the rest of the Smooze, we might be able to save Equestria!”

“Please, daddy! Give him a chance!” She cupped her hands. “I'll need to borrow Flurry Heart, though! I'll have to have somepony teleport me south, after all. We've already proven we work well as a team, you have to admit.”

“Very well. I'll okay it.” Flurry Heart was perhaps their most powerful soldier, surpassing even Spike. He hated to split his forces even more but figured if all went well they would eventually return to help them.

“Hooray!” She punched upwards. “Thanks, daddy!” She leapt upon him, trying to kiss his lips, and he barely managed to turn his head aside so she pecked his cheek instead, awkwardly pushing her back. “Oh, you won't be disappointed, I swear!”

“Yeah, I'm sure you'll do your best.” He had to control his own insane urge to wander his hooves over those ample purple buttocks, disgusted with himself even though he knew he couldn't control his biological impulses. “Hmmm...” She perked her ears. “Is that a stream I hear nearby? Smooze, you can withstand water no problem, right?”

(Indeed I can. I can alter my composition to withstand almost anything, given time and experimentation.)

“Well then, how about taking a bath with me? You could probably turn into soap, right?” She clicked her fingers and all her clothes vanished instantaneously, as she stood proud naked with her shapely legs askew and a hand on a curvy hip. “Feel free to lather me up!” She giggled and bounced all over the place when she broke into a rather girly run.

He tried and failed to avert his eyes which wandered over her jiggly flesh, the Smooze sloshing behind her, still in the shape of Flash Sentry as he glided over the earth and left a moist trail behind him. “Creepy,” he mumbled. He couldn't forget how many had died with the Smooze's initial invasion. He'd probably never be able to truly accept it after what it had done.

Beatrix Belladonna settled into the stream that cut through the Everfree which hardly came above her knees when she stood. She whistled as the Smooze transformed itself into soapy suds that splashed and rolled over her wetted physique. She rubbed her slippery flesh, cupping both her heavy breasts which flopped back into place once she released them. “Ooh, you're wonderful! I can feel you slipping into my most private places,” she cooed at the bizarre creature which rolled its runny bubbles all over her.

Treetops stirred nearby when Flurry Heart landed on the bank, ridden by human and mare Trixie, who hopped off once the Princess lowered herself. “Hey, Beatrix. This is your mother too,” said Trixie who introduced her other self.

Mare Trixie smirked. “Hello, daughter.” She looked her over with approval. “All from me, of course!”

“Of course,” agreed Belladonna. “Father's a fool not to choose you over any other mare! Care to join me?”

“Trixie thought you'd never ask!” The human made her clothes dematerialize in a similar manner, and slid in next to her daughter, while mare Trixie tossed aside her hat and cape then quickly hopped in after them. “Flurry, would you-”

“I'm okay,” said Flurry who took an experimental sip of the clear water. She recalled baths she'd often take with her own father, but that felt rather inappropriate now that she was an adult. She'd definitely miss those more innocent times. Worse her hormones had really started to kick in, but she knew her father wouldn't approve of her getting laid anytime soon!

“You know...maybe Trixie doesn't need a stallion in her life,” the human said shooting a glance at Lavender and Fuschia who were spying behind a couple of trees. “What better lover could she possibly hope to find...than herself?” She grabbed her mar counterpart, pressed her close to her moist naked body, and locked lips with her, nibbling as their tongues wrestled.

Belladonna tittered, smacking a lathered-up buttcheek. “Should I be watching this?”

“No,” her mother admitted as she paused. “You should be an active participant!” She pulled her in, kissing her two, strings of saliva connecting the three as they made out. She'd already had sex with her due to the Smooze's invasion so why stop there? “Fuschia! Lavender!” The pair awkwardly snapped to attention from their hiding spots. “Get those cute buns over here!”

They rushed to obey, stumbling over each other to please their mistress, who was relieved to know her friends had survived. They jumped in with a splash, joining in with gusto while an incredulous Flurry Heart watched. She blushed while they pushed it further-and-further, forming a daisy chain as human Trixie and her mares ate each other's soppy pussies.

They formed a complete circle, licking glistening cunts and puckered assholes, teeth pulling on labia lips and swollen clits. Flurry pinkened even more, pushing her loins together, which had started to soak as her marehood winked. She'd masturbated a few times in her life but always felt ashamed afterwards. She'd never had a mother around to teach her about sex, and Shining avoided the subject, but she had no doubt he wouldn't approve of that either. It simply wasn't fair! He got laid all the time!

She sat back on her haunches and rubbed her marehood on the earth, which was hardly satisfying. “Poop,” she muttered with a pout. “Will I ever get laid?!” If she wanted a male, there sadly weren't many options. “Will I die a virgin?!”

The Smooze slid up beside her. (I can help. I can take whatever shape you wish. Stallion, mare, some other exotic creature, even somepony that's passed on.... I can be whatever you wish. Use your imagination.)

Flurry smiled at him. “But what about you? I don't want to use you!”

(I am okay with this. I can feel pleasure, too. More importantly, it would satisfy my curiosity.)

She hugged him to her bosom, considering all the possibilities, which were pretty much endless. She'd be losing her virginity so she wanted it to be special. A number of faces ran through her mind. A particularly naughty fantasy ran through her thoughts, one she knew her parents would never approve of! She grinned. “Um...could you turn into...Sombra?” She reddened more.

(Certainly. The stallion version rather than his human counterpart, I take it?) Slime morphed until it took on the visage of the dark horse, complete with crimson eyes. (From what I understand mares struggle to resist a dark, dangerous stallion.) Her mouth watered when she studied his powerful, muscular form, which put her father's to shame. (I see you approve.)

“Y-yeah.” She walked around him, studying every last inch; his chiseled back, broad shoulders, and hard buttocks which she playfully smacked with a giggle. She paused to study his sheath. “You can do two, right...?”

(Easily. Tease them out.) She brushed a hoof over the softest part of his flesh, until a pair of stallionhoods arose, both scarlet in color and flared at their tips. (That...feels wonderful,) he admitted as precum started to leak from the urethra. She scooped a small bit up with a hoof, taking a taste and wincing. (Too salty? I can alter it to whatever you like.) He changed its taste to sickeningly sweet honey, and she started to stroke both shafts steadily, licking and drinking from the tips she traced with her tongue. He carefully placed a couple hooves on her head, drawing her deeper onto his cocks when it was clear she didn't mind.

Her face burned when she picked up her pace, continuing to stroke him, taking him further-and-further. All the while her innocent eyes locked with his own. She sunk all the way to his hilt, massaging his other dick with her forehooves, his meat engorged in her throat which bulged out. She gagged a tad but held him there, more of his pre dripping down her gullet.

She opened her maw wide when he started to throb with a grunt, and aimed his stallionhoods, which violently fired all over her face while the other one jetted into her mouth and all over her jutted out tongue. She breathed in his masculine musk, closed one of her eyes when a white blast-after-blast shot her, soaking in his warmth and taste, which tickled her taste buds as the splooge messily dripped down her soaked face. He released far more than any stallion possibly could, even after enhancements of potions, and she aimed his geysers at her breast, then turned and let him finish upon her curvy ass, spreading her wings wide.

He finally stopped with one last groan. She wiggled her rump at him, presenting her asshole and pussy, which she telekinetically drew apart with her aura, gaping open her unused loveholes. “T-take me,” she asked with uncharacteristic shyness. His weight settled atop the alicorn when he mounted her, biting the nape of her neck to make her submit, which she did with a coo.

He slipped into character quite easily, taking her roughly as he figured the sorcerer king would, powerful hips bucking each time he thrust deep into both her lower passages. He plunged into the wet, warm tunnels, and she almost buckled under him, his tip slamming repeatedly into her cervix's entrance. She wailed cheerfully from an odd mix of pain-and-pleasure, danger-and-comfort, dominance-and-surrender, knowing she was ultimately in control but allowing him to freely have his way with her.

She whimpered under his bulk, the sweet release she'd craved for so long, as he pumped into her with squishy noises, her generous breasts slapping into each other with her quivering. Her dock hiked her tail far as it could go, her face lowered to the dirt and her heart-shaped ass raised in sublimation, desperate to be thoroughly bred. “Y-you can do it inside!”

(Do not be concerned. I cannot impregnate you unless I wish to.) He allowed his muscles to relax, emptying himself into her canals, with a warmth and volume that should have been impossible. She whined with his whinny, pushed over the edge as he filled her almost to the breaking point, her stomach swelling as she gushed all over him. Her eggs swam in the sloshing, milky sea that drenched her womb, a long moan escaping her open maw until her voice gave out. (That was...wonderful.)

“I-it was,” she wheezed between her gritted teeth, messy curls sticking to her sweaty, reddened face. She looked back at him with glazed eyes and smiled in a dopey manner, still feeling his cocks buried in her. Keeping him inside her while she rolled over, she met his gaze, wrapping her limbs around him and smiling wider. “Isn't it much better with a willing partner?”

(Indeed it is. I have done a terrible thing. I understand that now. Equestria, even in its dying state, is a beautiful world. One I wish to protect now, too. You and Beatrix Belladonna have helped me understand myself. I thank you.)

She giggled and wiggled under him. “No need to be so formal! Thank you for deflowering me,” she said with half-lidded eyes, rubbing a hoof over her still impaled nethers, tasting a mixture of blood from her broken hymen, semen, and her own excretions. She smacked her lips and scooped more up, drinking down the sweet and salty mixture with a flutter of her lashes.

The intercom sounded in Octavia's room. “Good news,” called the chirpy voice of Derpy. The musician stirred in the darkness with a groan, clinging to Lyra under the sheets. “Report to the lab as soon as you can!” She sighed and plopped her backhooves over the side of the bed. She smacked her lips and rubbed her eyes, anticipating and dreading what likely awaited her.

“Wake up, Lyra.” The unicorn continued to snore, limbs splayed out as she took up way too much of the bed, and Tavi scrunched her snout as she pulled off the bedding, making her tumble onto the floor. “Derpy's calling me.”

“W-wha...” Lyra lit up her horn to break the gloom. “It's gotta be Vinyl, right?” They avoided each other's eyes. “W-well, that's wonderful! Hopefully she'll make a full recovery!” She turned to hide her watery eyes. “Let's go!” She headed towards the door.

“Wait. We don't know for certain. And whatever the case may be, I won't abandon you.” Tavi hugged her from behind.

“M-maybe you should,” cried Lyra who broke into a run towards the lab. Tavi strained to keep up, knowing Lyra would tire before her. Clops echoed throughout the corridors until they reached their destination, where Derpy hovered in her coat, while Vinyl Scratch sat nearby, her red eyes still dazed and her snout pursed. “Oh!” She skidded to a stop. “H-hi, Vinyl!”

“What's up, Lyra. Octavia.” Vinyl waved a limp hoof at them. “You sure moved on fast.”

Octavia turned so that her mane partially hid her watery eyes. “That's not fair, Vinyl. I thought the mare I loved was dead.”

“Yeah, that would really ease your conscience, huh. Maybe I should've died.”

Tavi shot her a dark look. “Since when are you so whiny?” She sniffled and wiped her eyes.

Lyra shrank between the pair. “Should I leave?”

“No,” the pair said at once as they turned on her. Derpy looked on with bemusement at their little feud.

Vinyl's face softened. “Anyway, I'm still pissed at you, but hey, maybe I would've done the same. I dunno. Plus, at least you replaced me with somepony decent.” She grinned at her old comrade. “Shame about Bon Bon and Time Turner, otherwise we'd have the old team back together. Oh, can't forget Fancy Pants. He's the one who helped pull us all together.”

“S-so,” said Lyra who was frowning. “What should I do now? Step aside?”

“Nah. I think something can be arranged...if Tavi's up to it. Granted, she never would try out a threesome...”

Octavia quirked an eyebrow. “You aren't suggesting...?” She studied the DJ's shit-eating grin. “Oh, you are! You naughty little minx...” She smiled back. “Oh, why not? I'll give it a try if Lyra doesn't mind. I don't wish to lose either of you.”

Lyra looked between them. “I know I can be a little slow sometimes, but you want all three of us to become lovers?!”

“Sure. More fun so long as I'm concerned,” said Scratch with a wink.

“It's a compromise I can live with,” added Octavia who had to admit she was intrigued.

Lyra wagged her tail. “O-okay!” She hopped a couple of times. “What do you call a herd of filly-foolers?!”

“That sounds like it should be followed up with a punchline,” mused Tavi as the pair of them were pulled into a hug by Scratch. “Come on, Derpy. Get in here.” The pegasis chortled and embraced them too. “Sometimes, it's wonderful to be alive.”

Lyra nodded. “We all missed you, Vinyl. I'm sure Bon Bon would've said the same! Well, in a less mushy way.”

Elsewhere in the Everfree a doily-like picnic blanket was placed down by Rarity, who laid out baskets stuffed with goodies she'd purchased from the village. She'd invited a number of ponies but only a few had taken her up on the offer. Granted she understood many of them were busy, or wanted to be alone, but she'd hoped for a much better turn out. Spike and Pinkie Pie had arrived with her, while Capper, Blueblood, Cherry Jubilee, and Tree Hugger showed up shortly afterwards. They took their places while she laid out their meals, the chirp of birds and the rustle of leaves sounding around the circle.

“I brought one of my specialties,” said Jubilee who placed a tray with a freshly baked cherry pie.

“You shouldn't have,” said Rarity. “I'm supposed to be your hostess tonight!”

“Nonsense. We help each other. That's what Applejack and I always did, sweetheart. Allow me to do the honors.” She cut into it with a knife and served each of them up a piece of the tart treat. “Wish I had time to prepare some more!”

“Any pie of yours is a delicacy,” purred Capper with a lick of his chops. “Mmm, the sweetest cherry I can imagine!”

“Not for you, I'm afraid.” She winked at him. She couldn't deny his exotic charm, but he was just a bit too loose for her at the moment. “Maybe one day, if we survive this?” She hid her maw with an open fan, batting her lashes.

Pinkie rolled her eyes, her mane and tail still straight. “Don't you think about anything other than sex?!”

Capper dipped his claws into the pie and licked them clean. “Sure. Money, sailing the skies, good food...what more is there to life than pleasure? That's my philosophy. If it doesn't feel good, or lead to feeling better later, why bother?”

“It's delicious babe,” said Tree Hugger who teased Blueblood by tossing a wet cherry into her open mouth.

“Thank you,” said Blueblood with a blush as she squished it to a red pulp between her dainty teeth. “Divine!”

“Totally still a stallion at heart,” said Hugs with a nudge to her ribs. “Can't wait to pop all the cherries you see.”

“W-well...” Blueblood stared at her lap. “I've...never actually had any sex by choice. I used to think I was too good for any mare that threw herself at me. What a spoiled fool I was.” She looked at Rarity and Spike with a pout.

Spike possessively wrapped his spined tail about his lover. “Was...?”

“Don't be rude, Spike. Blueblood is a dear friend, and I won't tolerate any macho nonsense.” Rarity draped herself upon th drake, wrapping her hooves around him. “Oh, don't you pout, too! I didn't intend to scold you.” She pecked his temple.

“Yeah, yeah.” He fired back with a toothy smirk. “I'm just thankful you decided to give me a chance. I never could work up the courage to confess to my world's Rarity,” he mumbled. “Not that it could've worked, me being a dog and all...”

“Consider yourself a dragon here...if you wish to be.” She clasped the fire ruby upon her soft bosom.

“That's what I'll be, then. Sure beats the dog life!” Although he'd miss being able to freely bury his snout in the crotches and asses of every female he passed to sniff them. Not that he realized it was wrong to invade their personal taste back then! There were admittedly a ton of unbelievably mares on the crew, but he was perfectly content to be with his lady-love.

The meal wore on until Rarity's guest were all stuffed pool. A short while afterwards they started to leave, one-after-another, until Spike and Pinkie Pie were the only ones left behind. “Wait.” She grabbed Pinkie's hoof. “Why not stay a while longer?”

Pinkie forced her brightest smile. “Oh, I'm sure you'd like some alone time, wink wink, nudge nudge...”

Rarity traced the drake's scales. “Well, I won't presume to speak for Spike, but I would like to propose a menage a trois...if you two are open to the idea.” She'd been invited to do such by Fleur which bemused Fancy Pants, but she'd only watched at most.

“A-a-a threesome?! That's like an orgy for shy ponies!” For the first time since the day she lost her family, Pinkie's mane and tail popped into festive curls, her face splitting into a shit-eating grin. “Why not? I'd love to! Spike?” He'd practically fainted at the idea, and she draped herself upon him too, resting her bouncy balloon breasts upon his spiny back.

He practically salivated at the idea. “I-is it really okay?”

“Of course darling,” assured Rarity who also massaged him with her teats. “I wouldn't test you like that. I know it's natural for you to find other mares attractive.” She lowered herself to rest on her barrel, spreading her limps and raising her dock. “No need to be shy, you two.” With a giggle Pinkie hopped atop her, spreading herself into the same position and nibbling Rarity's ear. “Ah...that tickles,” she half-whispered, half-moaned, peppered with kisses and nibbles across her soft neck.

Spike struggled to pace himself, every instinct screaming to leap on the duo and fuck the absolute shit out of them. But how much fun would it be to dump his load almost immediately? He mounted the pair, lining his dragonhoods up with their marehoods, and slowly sinking into them, grunting and groaning with them. They stretched below his soft underbelly.

His hot breath and drool fell upon them. Pinkie decided to apply some of her old, vulgar dirty talk, since she'd certainly been around the block quite a number of times before her mind had been broken. “There's a party in Pinkie and you're invited! Cream my pie! Wreck me! Ruin me! Pound this slut and make her your cumdumpster!” Rarity blushed fiercely at such degrading words, but the party pony shamelessly decided she'd say or do anything to rile him up and get him off.

He raked their tits and buttocks with his palms and claws, until the knots in his ridged pink shafts swelled at the base, locking him balls deep in the pair so that his dickheads mushed upon their cervices. “Man, you two are so tight, wet, and warm!” He couldn't help but cream inside them a little, throbbing when they winked and drooled their feminine juices all over his crotch.

He breathed in their sexual musk, his sense of smell far beyond a pony's, arousing him to the point where he almost lost himself to his bestial instincts immediately. He drove his hips against their bottoms slowly, enjoying the way they quivered, sinking a finger to the knuckle of each hand into their puckered assholes. They clenched around him, mewling. That pushed his limits.

His dragon instincts consumed him. He howled in a wary cry-like manner, seizing Pie's frizzy mane with his sharp teeth, pulling her head back sharply as his eyes glazed over and his nostrils snorted tiny spouts of smoke. He humped them like a wild animal, drooling and growling and groping in a fierce, dominant manner. In this state he couldn't see them as mares he loved and respected like he usually did; they were his bitches which needed to be bred relentlessly until they took his seed and bore his eggs. Their rumps bounced with slaps each time he slammed atop them, to the point where lesser mares might have broken.

But they were tougher than they looked. Pinkie rolled Rarity onto her back to face her, locking limbs while they passionately kissed, tongues darting into one-another's mouths. Pinkie stroked the base of Rarity's horn, taking the point into her maw. She suckled on it sloppily. “Ooohhh,” whined Rarity. “I-it's too much! Pinkie!” She creamed her name repeatedly, squirting upon her and all over herself, bathing the pair in sticky marecum which dripped down the pair, making their tits even more slippery.

A short time later Pie's nethers quaked too, splattering the fashionista even more. She cried out a string of nonsense as her orgasm rocked her to the core. Cunts squeezed down so hard on Spike's lengths that he burst, flooding their interiors with spray-after-spray, hosing their welcoming wombs until their stomachs ballooned out from the volume. The pressure was so intense they shrieked and came again, eyes rolling back and further drenching an already soaked picnic blanket.

They panted under the dragon who hissed between his teeth in satisfaction, wagging his spaded tail about. The mares knew it would be quite sometime before his swelled knots shrank and allowed him to yank free of their well-used holes, so they contented themselves well while lying locked in a loving embrace, thankful they could rekindle an old friendship that could perhaps become something more? Rarity certainly wanted to invite her around for another round or two, at least!

Most of the crew relaxed, exploring the small village, hanging onboard the ship which Derpy's workers repaired and tuned, or retiring to bed while the stars twinkled above. Nopony noticed the ominous stir within Fleur's and Mr. Bear's graves...

Author's Notes:

Some good news...and some ominous stuff!