Luckily for Princess Blueblood not everypony came to Trixie's Donkey Show. Derpy and most of her workers stayed behind, remodeling the airship to her specifications, aware that their enemy wouldn't be idle either. It was an arms race to see which side would succeed. With Time Turner's knowledge she had a certain edge...but they lacked the sheer resources of the cult.

A member of the crew had sneaked away on a bathroom break, hoping to catch a little of the wild performance not that far away, when he'd spotted Mr. Bear rutting an unconscious Blueblood while Fleur looked on with her head tilted. He immediately galloped to inform Derpy, who arrived with a small army in tow, including Sunset Shimmer who'd also foregone the festival.

Derpy's coat billowed behind her fluttering wings as she raced to the forefront, Sunset racing by her side. She brought her tranquilizer rifle and filled it with enough sedatives to down an elephant, hoping it would effect them. She didn't understand magic well, especially when it was of the black arts sort. “Keep your distance,” she whispered to her companions.

They crept up in the Everfree's gloom, broken by small rays of moonlight. Leaves fell and drifted in the gentle zephyr. She took careful aim, hoof on the trigger. Fleur's ear twitched, hearing the subtle crunch of twigs despite Blueblood getting railed wetly by Mr. Bear beside her with his claws around her waist. More than that her newfound limbs were of one with the forest which enabled her to feel the vibrations in the air. She hissed and struck out with her makeshift forehooves, the tendrils lashing out.

With a blink Sunset teleported herself and Derpy out of the way. The other soldiers scattered about them. “Bloody Tartarus,” cried Babs Seed whose cape whipped about her as she readied a grenade. “Should I blow the bitch up?”

“Yes,” called Sunset who frowned at the zombies with misty eyes. “It's obscene. Let's put them to rest!”

“Wait,” said Derpy. “Capture them. I want to study them!”

Sunset shot her a dark look. “Are you insane?!” The words just kind of slipped out, harsher than she intended, but she couldn't help but wonder how much the transfer of Time Turner's knowledge had affected the gentle pegasus. “It's not like we can change them back to normal!” But Diamond Tiara was already trying to subdue the pair, straining to envelope them in her aura. Silver Spoon balked as Mr. Bear dropped Blueblood and charged at her, only for a dart to pierce his hide and drop him.

His furry bulk shuddered and groggily tried to rise, but the drugs were still able to affect his muscles, paralyzing him more-and-more by the second. His almost colorless eyes fell shut. A few flies buzzed about his partially torn open carcass.

Fleur proved more resilient, dancing with a certain grace as she dodged more darts and spells, her own horn lighting up as she shattered Tiara's aura and sent the mare flying. “By Celestia,” cried Diamond with a scrunched up face as she tasted wormy dirt and spat it out. “I knew she was one tough bitch, but...” She squeaked when vines wrapped around her barrel.

A couple of ribs cracked under the strain, and she screamed, thrashing before the cold glare of the unicorn. A few tears and snot dribbled from her nostrils, warm urine escaping down her legs. Was she going to die such a stupid, pointless death?!

Silver Spoon reacted without thinking despite all her instincts screaming for her to preserve herself, both forehooves slamming a hypodermic needle into Fleur's neck. The former model spun to face her, baring an open wide maw, and she almost fainted at the sight, a backhoof slamming into her gut, making her crumple and vomit, hitting the ground so hard her glasses cracked.

But within moments Fleur wobbled in a daze, dropping Diamond who huffed in a heap, her earthen limbs slithering about even once she felt unconscious. Eventually these pulled to a stop, too. Derpy hovered over her body, stroking her chin. “Fascinating. She's somehow able to cast spells even after her death. And look at those limbs! Did she create those all by herself?!”

“She was perhaps the most skilled soldier in Shining's force,” said Sunset in a soft voice. “Please, allow her to rest.”

Diamond rubbed her aching side with a curled lip. “Screw that! We should use them as soldiers. Face it, we need the numbers!”

“You have to be kidding me! First of all, it's not like we can control these things, and moreover how would you feel if somepony wanted to use your body that way after you died?!” She grabbed Tiara by the cape, trying to shame her.

“I'd say go for it! I wouldn't be around to give a crap anyhow! They're just a couple of corpses now!” Tiara rubbed cracked and bruised ribs. “L-look. I don't want to be cruel, but we could save more lives with their help, right? Weren't you dabbling in the black arts or something? That's what Tree Hugger let slip the last time we met to meditate. Can't you control them?”

Sunset groaned. She'd have a talk with the hippie later. “Maybe I can.” With her crystal pony form her potential had been unlocked; she could probably master almost any spell quickly. “I simply...don't think it's remotely moral.”

“Yeah, well we're in the middle of a war. Sometimes you have to make tough calls,” reminded Tiara.

“I don't accept that. And you!” She turned to Derpy, who was busy taking notes as she looked over Mr. Bear's and Fleur's unconscious forms. “Don't you care?! Or is satisfying your curiosity all you care about now?!”

“It's not like that Miss Shimmer,” assured Derpy whose eyes wandered in different directions as she frowned. “It's true I want to learn everything I can, but what she said is true. They're most likely mere shells now. Echoes of what they were. It seems they can still feel a form of pain and pleasure, though, even if their souls are no longer animating them!”

“I say we do it,” said Babs who spat next to her. “We could use 'em and those punks'll be sent runnin' scared shitless, yeah?”

“I have to agree with Sunset,” said Silver who collected her broken glasses and put them back onto her bruised face. “W-we should let them be. We could say a prayer to Celestia and burn their remains so that they'll finally be able to rest.”

“No use wastin' prayers on Celestia,” said Babs. “She's dead an aint comin' back! Better find a new Goddess to worship!”

“We'll let Shining Armor decide,” said Sunset who enveloped the undead in her aura and lifted them up. “He's our leader, after all.” She wanted to believe he'd make the morale choice. But she also knew how desperate they all were. Silver Spoon checked on Blueblood, and hefted her onto her back, carrying her back towards the ship with the others.

“Careful,” reminded Derpy. “I think they're safe to touch...but Blueblood's probably been infected.” She nodded at the unicorn's loose holes, her eyes wandering apart. “I should be able to reverse it...” She lowered her voice. “I hope. Better make haste, just to be sure!” They headed towards the lab while the overpowering smell of sex wafted from the nearby villa.

With the insane amount of bits earned from the show, Shining's army was able to purchase an excess of supplies, which were loaded down onto the airship. The silvery hull shimmered under the breaking sun. Most of the crew had little sleep, and yet they hastened to prepare, knowing that their leader intended to launch the last stretch of his campaign soon. He'd put it off for some time, uncharacteristically hesitant, dreading how many would likely be lost once the assault started.

He called his lieutenants to the war room, pointed at the well-marked map which was tattered and frayed at the edges, circling the relevant portions. “...a three-way attack. Flurry Heart, Beatrix Belladonna, both Trixies, Fuschia, and Lavender are heading south to stop the Smooze. They have a plan.” He breathed a sigh, hoping it was a good one.

“The rest of our numbers will be divided to launch a two-pronged attack on the Atrocity Exhibition...and the Crystal Empire's ruins. I know it's insanely risky, but I'm going to wipe the cult out once-and-for-all, make certain they don't rise from the ashes again! We're going to take back Equestria no matter what it takes! Are all of you still with me?!”

Cheers sounded around the round table. Glasses clinked and swigs were taken of the finest wines which Capper had purchased to celebrate. He could see doubts reflected in a few faces, but they were all loyal to the cause, even if some had less than altruistic reasons to help him. However, he was convinced everypony here wanted to preserve a dying Equestria.

Cherry Jubilee emptied her goblet over her humongous breasts as she leaned back in her chair, moaning and partially closing her eyes with a lip smack. Capper leaned in to clean them, and while he was far from her first choice she allowed him, as he traced circles around her fleshy orbs. He took her wide nipples in his teeth, nibbling and pulling on them with wet sounds.

Paws traced up her foal-bearing hips and buttocks slightly plump with age. He was tempted to give it to her then-and-there in the meeting room, but she blocked his attempt to touch her slit with a forehoof and a shake of her head, and likewise when he tried to work a digit up her rump. “Sorry sweetheart, I'm preserving those for Shining. Feel free to get yourself off, though.”

He shrugged, continuing to grope the little tease to his heart's content. It's not like he could complain! Still, it was nice to have a more mature mare for once. A shame she wouldn't let him show her why he'd gained a reputation as a gigolo! He drove his cock between her mounds, which he pressed together, not caring who saw them after the nasty show Trixie put on last night.

Sunset shook her head. “Must they do that here?”

“It could be their last chance to have some real fun,” said Shining who decided not to interfere.

“I suppose so,” she relented with a shake of her head. Granted she'd grown to love kinky sex much as anypony, but she at least had the class not to do it in public! What bothered her more was that Shining allowed Derpy to run some experiments on Fleur and Mr. Bear, undecided on what to do with them. At least it seemed Blueblood would be okay according to the tests. She'd taken some medicine bubble butt had whipped up, and was now peacefully asleep in the hospital wing under watch.

A purr escaped Capper's strained expression, his cock spurting ropes of cum over Cherry's barrel. He rubbed his tip over her tits, lathering them with his cream, and she giggled at him. “Not bad,” she admitted. “I may offer you a chance...someday.”

“Now I have to come back from this mission alive,” said Capper who pulled on his whiskers.

With a bow he took his leave. He walked with a skip in his step, adjusting his open coat, and made his way to the hospital wing. Blueblood laid in a bed, dazed and connected to medical equipment, including a tube down her throat. She would whimper on occasion and urinate a bit of dark blood into a bedpan which Rarity and Pinkie Pie would clean. Spike lazed nearby.

“Thanks for looking after me,” whispered Blueblood. “This is all so undignified.”

“Don't sweat it,” said Pinkie who beamed. “With Nurse Redheart gone, they need volunteers like us!”

“I know. But it's a lot to ask,” said Blueblood whose blonde mane fell fetchingly over her delicate features. “I suppose I'm lucky...if my current state could be considered such. Poor Fleur de Lis and Mr. Bear!”

Further into the lab a heavy cage had been set up, in an area that was hidden, an enchantment prepared to help muffle the noise. The cat crept closer, taking a shifty look around him, and almost silently lifting a keyring on the wall. Derpy was busy running tests, scribbling notes on a pad, samples taken from the zombies laid out in petri dishes before her.

He slipped into the dark area where Mr. Bear rattled his cage, growling and drooling. In the adjacent one he saw Fleur curled up in an almost sensuous manner, staring blankly ahead as her tail swished. They had locked her cracked horn in magic-numbing chains with a padlock; not quite as effective as a neutralizing ring but she lacked the magical ability to break it.

Both of them also had shock collars with a leash-like chain attached to a wall placed around them, just in case. He swiped the remote control too. His heart hammered. He knew it was wrong. But he was simply too curious. For his last precaution he drank a special concoction Derpy had whipped up to prevent Blueblood from being infected, ensuring it was unlikely he would pick up any taint. With a quiet click he opened the creaking door, closed it behind him, and wandered closer to her.

She'd been cleaned and even doused in a bit of perfume. Even in death she almost matched her beauty in life. For safety's sake they had removed her self-made foresty limbs, and replaced them with plastic stand-ins, which she could move to a certain extent. Sometimes she would look at these extensions and whimper, vaguely recalling what she'd lost.

With a trembling paw he reached out and stroked her cheek and mane. She tilted her head, cool to the touch, eyes so pale they were a milky white. He could see her discolored veins vaguely under her flesh. She pulled closer to him, his palm sliding down her lithe back, until it brushed over her soft flank. The chain was taut. She made a mewl-like sound at his touch.

“What am I thinking?! I...I should go,” he mumbled and started to turn. She bared her teeth and snapped at him, managing to grab his tail and drag him down. He fell onto his furry butt with a thud. She moved much faster than he would've thought possible, throwing her weight atop him and pinning him down. He reached frantically for the knocked away remote.

She rubbed her marehood over his barbed junk, which hardened under what moistness still remained in her vagina. She lowered herself onto him, taking him in, and something between a hiss and a purr escaped him. Plastic forehooves pushed upon his wiry chest, and she rocked atop him, hungering for some form of release. He'd always fantasized about her, but never dared approach, knowing her picky reputation. Was she anything more than a lovely shell now? Her mounds rubbed over him each time she pressed down, and his paws curled around her asscheeks, gazing into her empty eyes as she picked up speed.

She licked his face. Grumbled with an increasingly desperate desire. Her buttcheeks jiggled each time she humped him with a needy force, driving his soft-spined cock in over-and-over, until his face strained on the edge, his goo finally washing her cold insides. “A...ah,” he cried as she continued to ride his softening penis, her face twisting with annoyance she couldn't get off.

It started to hurt when her walls clamped down on him, her mannerisms demanding he sate her, not that he probably could no matter how skilled in bed he was. His claws poked into her supple cheeks, his compact form tensing beneath her.

A buzz sounded from the collar, and Fleur shrieked, drawing away from him. She retreated into a dark corner with a whine, the chain rattling as she curled up in a fetal position. “Dare I even ask?” Tree Hugger looked over the half-conscious cat with sleepy eyes. “Like, I'm not one to judge, but trying to make a zombie your sex slave is a bit much, you know?”

“It...was a temptation,” he admitted. “I mean, it's not like she has a soul anymore? She's pretty much a doll.”

Dreadlocks shook around Tree who tsked. “Weirdo. Granted, I'm sure Mr. Bear totally would like another shot at me...but it's just too unnatural, you know?” She looked through the bars at the other cage where the bear paced around. “Putting aside morals, he died to save me, and it just wouldn't feel right using him like that, even if he wants it.”

He rose to sit on his bottom, looking at a trembling Fleur with drawn lips. “You're right. I wanted to believe without a soul animating her whatever pain or pleasure she showed didn't matter, but that's not true, is it? Poor lovely Fleur.”

With a heavy sigh he rose to his feet. The airship would take off soon and it needed a Captain. What to do if he survived this mission? Sail the skies? Finally settle down? Seek out treasure? He wasn't really the heroic type. He simply did whatever felt good. After a last look back at the unicorn, he headed to the bridge, psyching himself up for what was to come.

Back in the hospital Sunset Shimmer wandered in, her translucent, crystalline form sparkling under the lights. She trotted her way over to Blueblood's bedside with a sympathetic frown. In this new shape she mastered all sorts of magic quite quickly. She reluctantly agreed to turn Fleur and Mr. Bear into soldiers in their army, despite her moral reservations. She hated to use a pair of old friends like this, even though even the usually good-hearted Shining was convinced it was worth it if they aided his cause.

There was a time when she'd felt he saw the world too much in black-and-white; but for once their positions were reversed and he was shedding his morals for the sake of practicality. “Must be the shady new recruits he's gathered into his army over time,” she mumbled. She also hated to dabble in the black arts, but in her new state at least they couldn't corrupt her. She'd learned the reason why, no doubt a gift from Foal-Bearer and Wet Nurse, which now lied within her bosom; the fabled Crystal Heart.

It had regrown inside her upon her rebirth, now animating her in the short time she had left. For the moment it was compact, but she was certain it would someday brim with unimaginable power. Rarity and Pinkie parted to allow her by. She stood over Blueblood. “I'd like to try something. It's risky, I'll admit. You could heal better than ever...or die almost instantly.”

Blueblood gulped hard. “Well, at this rate, I may never be quite the same again. I'll try almost anything!”

“Are you certain? It's an experimental spell. Once I start it, I won't be able to turn back.” She took Blueblood's forehooves in her own. “Make absolutely sure.” The Princess nodded once. “Okay...here goes.”

Her horn lit with a brilliant flare. Crystalline sparkles danced from base-to-tip as she drew an immense power from the Crystal Heart not caring how much it might shorten her life. To save a friend, even one she didn't know too well like Blueblood, she'd sacrifice almost anything. Her sole regret was that Fleur and Mr. Bear were far too gone for her to attempt this on them.

She touched the tip to Blueblood's own horn, their eyes closing, and their bodies shimmering as she transferred a small portion of the Heart's power to her. The Princess turned translucent as magic rushed over her, glittering in a similar manner, until she too transformed into a crystal pony, the infection cleansed from her system as new life was breathed into her.

Once Sunset withdrew the spell the audience looked on stunned. Blueblood batted her sparkly lashes in a delicate manner. She rose from the bed and stretched. “I...I'm reborn, better than ever!” She threw her forehooves around Shimmer, kissed both her cheeks, and broke into happy sobs. “Oh, what a wonderful day! Thank you so much!” She kissed her lips without thinking.

Sunset smiled and laughed it off, hugging her back. “You're welcome! I was worried it wouldn't work...glad I trusted my instincts!” She could probably turn everypony into such if she wished, but she didn't want to risk burning out the Crystal Heart, not when she still needed to confront Starlight Glimmer. “You're magic should be more powerful now, too!”

Blueblood's aura surrounded a bunch of pillows all over the hospital as she juggled them above her. “Wow, I can't wait to put my magic to a real test! Thanks again!” She embraced and kissed Rarity, Pinkie, and even Spike, before cantering off.

“She's so silly,” said Pinkie. “On another bright side, we won't have to clean her bedpans anymore!”

Rarity waved a forehoof in front of her nose at the memory. “It's not like she could help her...unpleasant condition. And she is lovelier than ever,” she admitted watching the sway of Blueblood's shapely hips and buttocks as she vanished out the door.

“Still pretty annoying, though.” Spike flicked his fin-like ears.

“I could probably whip up a spell to make Blueblood a stallion again,” noted Sunset.

“Yes, darling. But I do believe she's grown to like this new form? I should ask her,” said Rarity.

“We could use a few more stallions around here,” noted Pinkie. “They're almost on the verge of extinction!”

“Blueblood barely counts as a stallion,” mumbled Spike.

The ship started to vibrate as Capper fired it up. With the revisions finished they were ready to launch their final assault. Once the Captain made certain everypony was aboard, the moving fortress lifted off, fumes spraying from below it as the forest whipped around its hull. The hum inside its interior sounded louder. Soon the ship split in two; one part headed for the Atrocity Exhibition and the other to the Crystal Empire, while Flurry and her small party went to stop the Smooze in the south.

Celestia's symbol scarred a rising sun. A new dawn was breaking on Equestria...

However the cult of the nemesis was far from idle either. A swarm of armored changelings beset Baltimare, their exoskeletons coated in liquid steel which had hardened glistening under the sunlight, as they blotted out the sky in sheer numbers. A shadow fell over the dusty town where the citizens tried to rebuild. They screamed and broke into a run as the monsters dove in.

Some were skewered instantly, spear-like skewers impaling them. Others were raped in the dirt, not caring if they were male or female, only that they could fill them with their eggs to bursting. However they shared a hive-mind and ultimately had to obey their Queen, which they now saw as the current bearer of the Necronomicon, Starlight Glimmer ordering them to bring back as many sacrifices as they could for the cauldron. Those who fired upon the insects were set upon like they were a plague of locusts, stripping the flesh from bone in almost an instant, bloodied skeletons were hardly a strip of meat left behind in their wake.

Blood washed over sandy streets. Screams died within throats. Torn limbs were scattered about like so much refuse.

Within a mere hour an entire civilization was spirited away or wiped out to the last. Those who weren't carrying captives swept on to the smaller civilizations scattered across Equestria. With their insectoid eyes which could shift to see an a variety of spectrums, even those hidden under the thicker parts of the Everfree were laid bare, defenseless before the onslaught.

In the Crystal Empire's ruins the cult leader cackled, more convinced than ever her ultimate victory was assured...

Author's Notes:

Lucky for Blueblood I'd planned on giving her a reprieve! Not so lucky for the citizens of Baltimare...