Perhaps the novelty had simply worn off, but Shining Armor was thankful that Trixie hadn't solicited him for sex in quite some time. Not that she was a bad lay, far from it, but he preferred to spend his time with Sunset and Derpy, neither of whom would push-and-push him until he was completely exhausted. Unfortunately miss bubble butt was often busy in the lab these days, and even the ever reliable Sunset was practicing her magic, for once leaving him to lay down alone. He breathed a sigh.

At least maybe he could finally get some real rest. He'd need it since they were about to take off soon on what could very well be their final mission. He sat on his bed in the darkness, taking a drink from a glass of water on a small table nearby. The door slowly creaked open and his eyes narrowed as traces of light spilled in. “Knew I should've locked it. Beatrix, if that's you...”

A pair of quiet knocks sounded. “It's Diamond Tiara,” came a whisper as she carefully stepped in. She softly closed the door behind her, using her horn to dimly light the interior. “Um, sorry to wake you at this hour.”

“It's fine.” He brushed the sheets aside. “What can I do for you?”

“W-well...it's more like what I could do for you.” She took a deep breath. “Oh, fuck it. You want to have sex?”

He swallowed. She was about the last pony he expected to proposition him. “Er, why?”

“Why not? I mean, I told myself I wouldn't, but we could all die a horrible death at any time, so I don't want to bite it with any regrets. They used to claim you're the most virile stallion in Equestria. Big Mac was one of the few who challenged that and it hardly mattered once he was turned into War. I want to see for myself, and hopefully, you won't disappoint!”

Shining quirked a brow. “How old are you again?”

She stomped a forehoof with a glare. “Nineteen! Besides, even before Equestria went to Tartarus we're all legal once we get our cutie marks, right?! Hey, if I'm not tasty enough for you on my own, I also brought my friends from the CMC!” She opened the door wide. “Come in, fillies!” Silver Spoon gingerly made her way in, while Babs Seed boldly stomped in beside her.

“Hello Captain,” said Silver with a polite bow.

“Anarchy in Equestria!” Babs punched the air with a hoof. “Ready to mate, mate?” She turned and wiggled her rather wide freckled butt. “Give me a bun in the oven before we're all brown bread, if you like. Or just have a wee bit of casual fun!”

It wasn't unusual for the CMC to share lovers, especially since Capper came into the picture. In truth it had started when Diamond Tiara and Silver Spoon were foals; they'd often bumped butts after getting their cutie marks and discovered how good it felt. They'd started to rub up against each other, ass-to-ass, pussy-to-pussy, getting more moist all the while, until their dams had broken for the first time. Silver had felt ashamed fearing she'd done something immoral. Diamond however couldn't get enough and with lots of harassment convinced her to do more. They had continued their casual fling to this day.

Diamond smirked at her comrades as she lit a lamp on his table. “Looks like he needs some encourage! One, two, three...”

“Sugar-Lump-Rump!” The CMC spoke as one, grinding their plush asses together, eyes rolling into their heads from the familiar sensations. They moaned and wetted their thighs, asscheeks spreading as their docks raised their tails all the way.

“Come 'ere stud,” said Babs with a cheeky smile that brought out her freckles. “Get 'yer dick in here!”

Despite his reservations Shining wandered over. They were a bit young for his taste, and he couldn't help but recall the old CMC, who'd all come to tragic ends. Scootaloo's had been particularly brutal, slammed face-first into a cliff by Famine, AKA Lightning Dust after she'd been indoctrinated by the cult's brainwashing. Most of the Apple family had been butchered, Big Mac converted to War, but Apple Bloom's death had really sent Applejack over the edge, turning her into a cold-hearted vigilante in attempt to avenge her brethren; none had known Babs Seed survived elsewhere at the time. As for Sweetie Belle it was assumed she'd been massacred like so many others with Ponyville's fall; they had never found an identifiable body among the corpses.

He pressed his dick between their wetted buttocks, the soft mounds of flesh pressing against it, his precum dripping over their assholes and slits. “Oh fuck,” he wheezed running his hooves over their shiny posteriors. Their mare juices stuck to his dark, veiny shaft with translucent strings, massaging him and one-another between them in a mischievous manner.

“So...” Diamond winked at him. “Which of us will you do first? Don't worry, we won't judge, whoever you pick!”

Babs lowered her front to the floor, shaking her freckly rump at him. “Do me up the shitter! You know you wanna.” She tossed her tail back-and-forth. “I'll be your bit of rough, so don't hold back, stud! Put this naughty little filly in her place!”

He hated to admit it but that sort of dirty talk made him rock hard. He grabbed her mane and scrunched up his snout as he mounted her, taking her up the backside as she urged, shoving his entire shaft up her sphincter with one violent thrust. She whined with a dazed expression as he slammed into her, dotted buttcheeks slapping about as he violently fucked her.

“That's hot,” admitted Spoon as she continued to rub cunts with Tiara. “Mmmm....”

“You're always such an anal slut,” teased Tiara who smirked at Babs. “Guessing it ran in the Apple family!”

The door flew open and human Trixie stood in the doorway with a hand on one hip. “Well, well, what have we here?”

Shining paused and paled, still hilted in Babs. “By Celestia, can't you knock?!”

“Oh, don't mind Trixie.” She stroked her cheek with a bemused smile remembering the way she'd had stallions railing her when she was recruited back into his force. “Please, continue.” She clicked her fingers to banish her leotard, denuding herself in the hopes it would help get him off quicker. He reluctantly continued. “Diamond Tiara, your funds are strained, correct?”

“Y-yeah,” she admitted. Resupplying the airship had stretched her coffers thin.

“Capper is struggling too, from what I understand. The improvements he's made on the airship at Derpy's request have been quite costly. Anyhow, Shining, the Voluptuous and Beddable Trixie has an idea to raise a ton of bits! A magic show unlike any other! Of course I'll need some capital to refurbish a caravan. Have you ever heard of a Donkey Show?”

He balked but continued to pump into Babs. “I-isn't that a bit racist?” Lots of ponies had treated donkeys like they were some sort of subspecies, but in certain parts of Equestria public performances were put on, where mares would allow donkeys to mount them before stunned audiences. Most couldn't believe a pony would 'lower' herself to be bred by a donkey!

“Oh, who cares. Imagine all the bits we'd rake in! Of course I wanted to get your permission first. After all, the money will all be going to your forces. Face it. With our current numbers our chances against Starlight Glimmer aren't good.”

He kneaded the spotted cheeks before him with a pant as he thought it over. They were supposed to be leaving soon. But it's true their reserves were almost tapped out. Still, he questioned the morality of allowing such an act under his watch. “Very...well,” he wheezed with a particular forceful thrust as she moaned under him. With one hoof he pressed her face into the floor, while he smacked and groped an asscheek with the other, his load blown into her humongous ass while her marehood winked and dripped. They huffed soaked in a sheen of sweat, overcome by a sense of shame once his euphoria started to dull.

Trixie clapped her gloved hands. “Excellent! One Donkey Show coming up! Feel free to come and watch...” She winked.

Slipping free of Babs, he moved onto Diamond Tiara neck, her backhooves upraised as he slammed into her cunt. She wrapped her forehooves around his neck and kissed him, biting and chewing on his lip like it was her last meal. He rocked into her, squishy noises sounding as small spurts splashed him from her snatch, but his mind was far away despite how wonderful her tight little cunny felt. Silver Spoon patiently waited for her turn nearby, eating his cream from Seed's puckered ass.

The night wore on as he fucked the CMC, anticipating and dreading what was still to come...

The earth stirred and ripped. Chunks of rock and worm-ridden soil exploded outward. From one hole rose a clawed paw. Mr. Bear's torn-up cadaver arose, jaws opening wide with a roar, dripping cold saliva. Next to him squirmed the limbless corpse of Fleur de Lis, her broken horn sparking as she tried and failed to work a spell, more muscle-memory than will at this point since her conscious was no more. She was but an echo repeating past actions from life, sparks shooting uselessly as her magic fizzled out no matter how many times she made an attempt. She hissed and snarled and thrashed helplessly under the dirt.

With dirty claws the bear dug her up. He tossed aside pockets of dirt and chucked her from the hole onto her stomach. But his blank white eyes no longer saw a fellow soldier. All he could recall was how good pussy felt from all the times he'd fucked Fluttershy and Tree Hugger. He pinned her down, not that it was difficult, and sunk a maggot-ridden cock into her cold pussy, her buns bouncing while he growled and slammed into her. She gurgled under him, staring ahead with blank eyes, teeth clenched all the while. He humped her for quite some time. Then emptied the cool remains of his nutsack into her.

Still not satisfied, he sunk into her relaxed asshole, squeezing his paws into her slender shoulders. His drool leaked over the former model while he speared her, and she continued to try working her telekinesis, a few twigs and pebbles stirring as she managed to summon traces of her aura. Eventually he came inside her ass, more of his watery discolored semen leaking out.

Moving to her face, he wrapped his claws around her skull, forcing her maw open so she couldn't bite down. He brutally skullfucked her like her gullet was a wet pussy, grunting each time his furry hips drove in all his length. She practiced her spell the entire time, more sparks erupting from her broken horn, and his spunk filled her mouth, exploding from her nostrils.

He slumped over with his cock still buried in her throat. With one last attempt her horn glowed, and debris was pulled from the Everfree around her, vines, tree limbs, rocks, and other such things floated by her aura, building a composite replacement for her lost limbs, which she somehow managed to animate through extensive concentration despite her numbed, single-minded brain. However even in this state she still cared about aesthetics, making these extensions as lovely as possible.

She pushed the bear off and almost drunkenly rose to her new hooves which she tested experimentally. The forest radiated with life. The kind that she was able to turn to her advantage. She started to wander towards the airship some distance away, and Mr. Bear lazily rose to follow, what little remained of their minds recalling it had somehow been important to them.

A visit to the Atrocity Exhibition allowed Starlight Glimmer to witness the latest results of her projects. Rows of breeding stocks were lined up, mares trapped within them, as she brought a variety of beasts in to help the slavers breed them. With a touch of the right magic from the Necronomicon their wombs would become compatible with anything, allowing the broodmares to birth more monstrosities which she would enslave. Already several churned with offspring. Of course a number of them didn't survive the impregnation, their torn up barrels exploded into a messy of blood and guts which spilled across the floor.

“Such a waste,” she observed with a tsk. Her staff struck the ground with a clang that echoed. Screams and whimpers surrounded her as she went down the aisles, taking in the violent breeding acts around her. Spunk oozed from them as they were mounted one-after-another, routinely pounded into submission, particularly newcomers that needed to be broken in.

Her cunt ached at the sight and she rubbed a forehoof over her swollen clit. Then she took a taste of her marecum with a smack. “Remember, those who please me get all the pussy one could ever want!And those who fail me...” The staff pointed at the special section where stallions transmuted to mares were brutally gangraped until they were thoroughly broken.

First she checked out her initial work; changelings taken from the caverns below, cast in cold liquified steel, which hardened into an armor-like shell. This glistening swarm would be soldiers in her new army. Like a plague of locusts that would sweep across Equestria. She loaded them down with rifles and explosives, ready to use them as suicide bombers if need be.

Next came the statue of Spike which she similarly cast in mechanized armor, reforging him with a combination of science and magic, until he was a weapon of mass destruction. The golem was nowhere near as powerful as the original Spike at his height, but he was still rendered a potential weapon of mass destruction, like a flying fortress that would rain down death. He hissed and breathed scalding hot steam from his nostrils. Crimson eyes burned under the metallic sheen of silver scales.

Lastly she came upon what she dubbed her magnum opus. Most of the stallion's body had been blown to scorched chunks from a grenade explosion. However the rotted remains had been recovered, including the head of the pegasus, and she worked another spell from the Necronomicon, locking the reanimated corpse portions into a suit of obsidian armor.

From her opened grimoire rose a swarm of evil spirits, howling and flying about above her, before they seeped into the dark metal to empower it. Normally these creatures would hesitate to take corporeal form, as they could be destroyed in such a state, but she forced this state upon them, knowing it would make her creation far more powerful.

She waved Sunburst over who she'd forced to come along. He stumbled over, defeated, flickering on occasion. “Did you know Pestilence wasn't originally one of the Four Horses of the Apocalypse? Before him there was Conquest. Well, why not make that a reality and complete the set?” She tittered with dark eyes. “This black knight will be my champion!”

A horned and winged suit of pitch black armor stood before them, complete with an ebony sword at his hip, which radiated from the scarlet runes embedded in its blade. What had once been Flash Sentry was now a reanimated tool of the cult. The one warrior left she believed could potentially challenge Shining Armor in swordplay. He bowed low. “I exist to serve, mistress.”

Advertisements were passed around and stuck all over the nameless village, and human Trixie unfurled a hastily refurbished wagon, inviting all the male donkeys she'd seen wandering around to participate in her show. Fuschia and Lavender readily agreed to help, as did a rather curious Beatrix Belladonna, despite her mother's reservations. However she knew her daughter would someday take her place, and she reluctantly allowed her to come, deciding it wasn't her place to hold her back whatever choices she made. Lastly came mare Trixie, who refused to be shown up by her counterpart.

Fireworks exploded across the starry skies. They hadn't had but a couple hours to prepare, but mobs came to see what the fuss was about, as little of note ever happened here since they were secluded from the outside world. A number of treasure chests were laid out to collect bits. She charged a mere one bit to come see the performance, but tips were well encouraged, and she took center stage with her sidekicks and her daughter at her sides. They bent over, ready to be mounted by a line of donkeys.

The moon shone down upon Flurry Heart who watched from a treetop, partially covering her face with her wings, which she peeked through. She knew father wouldn't want her to watch...which only made her more curious. “Oh wow!” She flushed as the performers were fucked silly, each time a donkey finished in his fuckhole of choice another one in the line took his place.

Her loins burned. She knew this shouldn't turn her on, which only made her wetter. She chewed her lower lip, rubbing her lovebud, tons of gleaming bits being freely tossed into the treasure chests until they started to overfill. Capper would collect the coins in a sack, struggling to keep up with the insane amount of bank they were making in a short amount of time.

It was the dirtiest yet somehow sexiest thing she'd ever witnessed. Maybe because of how taboo it seemed?

The show surpassed even human Trixie's lofty expectations. But she knew they could take it to the next level and earn even more. “Perhaps the audience would like to participate? For a mere fifty bits, you may come on stage and cum upon us!”

Onlookers practically trampled each other as they rushed at the opportunity, and Capper made certain they all paid their fate, allowing dozens of stallions and even the occasional mare onstage. Load-after-load was fired all over the showmares, soaking their coats and skin in a white, sticky film, which drenched and dripped from them. “Double your fair,” teased human Trixie. “And you can shoot it in our mouths!” There were a number of takers, and they opened their maws wide, taking dense sprays of splooge which filled their gullets. They gargled and swished them between them, swallowing the slimy, messy seed down.

Within moments Capper dragged out a large bathtub, and the performers settled into it cool porcelain confines, lazing about and welcoming another round of cumshots that splattered all over them. “Fill it up and the next hour is free,” she called. “Marecum is fine, too! Give it all to us!” More smelly masculine and feminine excretions washed over them in droves.

Pretty soon the sides overflowed with spunk and mare juices which they swam in. Cherry Jubilee's face was red as her namesake. “Is this even legal? Do you reckon the vice squad will be called on us?”

“We're probably the closest thing left to a vice squad,” admitted Shining who watched from a distance with her and a bunch of others from his crew. “They're raising bits for a good cause!” He wasn't certain whether he was trying to convince them or himself more. But why in Tartarus did Beatrix Belladonna have to participate?! What shamed him even more was how own cock slipping from its sheathe, dripping and twitching. Not that anypony cared, since they were all just as hard or wet.

He couldn't look away and lost count of how many donkey dicks they'd taken. “Let me help, sweetheart.” Jubilee draped her middle-aged mammaries on him, full and swollen with age, and she wrapped a forehoof around his shaft, slowly stroking it from the base to the flared tip. “It's so hot and large,” she whispered in a sultry manner into his twitching ear.

With her other forehoof she scooped up a wad of his cream, licking it up with a smack. He was thankful they were hidden at the back, away from most of the clustered up mobs, affording them a bit of privacy. As the show wore on, she became bolder, kneeling before him and taking his length into her mouth. She suckled as his forehooves dug into her well-kempt mane. “Mmm,” she moaned taking him all the way into her warm throat. Slurps sounded as her tongue rolled around his veiny meat.

Again Beatrix was watching him, lathering her jiggly tits with semen and mare honey, and he looked away with a blush, still able to see her from the corner of his eye. Wanting to finish up quickly to relieve his aching balls, he twisted her mane behind her head and hammered into her face, not that she seemed to mind as drool leaked from the corners of her colored lips.

His dark penis fired upon the roof of her throat, drenching her mouth with hot cream, holding her in place until he finished with an animalistic grunt. “F-fuck...you're good. So nice to have an experienced mare.”

“You flatter me hun,” she said wiping her messy mouth. “I haven't gotten properly laid in some time. What that parasite made me do hardly counts!” She turned so that her foal-bearing backside faced him, swishing her tail to expose her nethers. “Maybe when we have more time I'll let you properly rut me...” She tittered when he smacked her ass so hard he left a hoofprint.

“Careful. I may take you up on that!” He sent her away with another slap on the flank.

By this point it was well past midnight and onlookers were busy getting shit-faced, dozing off, or trying to subtly get it on with their partners or in some cases strangers. No doubt a number of ponies would bankrupt themselves tonight!

This show wouldn't be good for his army's reputation. But he consoled himself with the knowledge it was unlikely they would return. What would likely be the last stretch of his campaign fast approached, and he had a premonition that he'd see quite a few of his fellow soldiers meet their end in the coming battles. He looked at all those present with a forlorn expression.

Princess Blueblood sneaked away from the show to take a leak in the forest. “How uncivilized,” she observed with a swish of her blonde mane. She stopped by a river running through the dark Everfree, studying her reflection in the crystal clear waters, a warm smile and bright blue eyes shining back. “Not at all like me! Oh, I'm so lovely!” She whistled at herself.

Perhaps it wasn't so bad being a mare after all! Granted she still resented losing a shot at Rarity, but at least the fashionista was happy, and there were plenty of other fish in the sea! With a quick look around to make certain she was alone, she hiked up a leg, moaning low as a warm stream escaped her urethra. “Ah...” She closed her eyes, emptying her bladder on a tree.

She didn't notice a trickling stream that crossed her own until she reopened her eyes. The half-shredded corpse of Mr. Bear stared at her as he pissed too, and with a shriek she turned tail and tripped, pissing the last drops all over herself. “N-no!” She wailed and ran, using her lit horn to lift up twigs and pebbles, chucking them behind her in the vain hope it would distract him.

She ran directly into Fleur, the pallid unicorn standing upon limbs made from her earthy surroundings. Her pallid coat shimmered under the moonlight peeking from the treetops. “Fl-Fl-Fleur?! It's too much!” Her eyes rolled into her head when she fainted onto her side, landing with a thump on the earth. The pair of undead closed in on the Princess...

Author's Notes:

Shit is about to get real!