Holding hooves (Or hands in the case of human Trixie and Beatrix Belladonna), Flurry Heart teleported her small party to a safe area in the southern portion of the continent. Of course that was relative now that the Smooze had flooded the land, more slime spilling from holes ripped into reality. Thousands upon thousands of bloated carcasses lined the gelatin's interior, including the inhabitants of Los Pegasus and other such settlements that hadn't yet been broken down into a food source, humans-turned-ponies from that other world, and animals swept up from the surrounding countryside.

They perched upon a particularly thick treetop which overlooked the drenched land. Yellowish-green slime sloshed about with subdued pops. It had started to contaminate the oceans, hungering for more life to absorb and aid its cancerous growth. Fuschia and Lavender held each other, shaking. Mare Trixie shook her head, scowling at the sight. “What a waste.”

“No worries,” said Flurry. “I'll teleport us out if it gets too dangerous!”

“You didn't need to come mom,” said Beatrix to both Trixies. “Why put Lavender and Fuschia at risk, too?”

“Nowhere in Equestria is safe anymore,” reminded human Trixie with a hand planted on a hip. “I mean, don't get me wrong, I hope Shining's army is okay, but going to the Crystal Empire is suicide, let-alone the Atrocity Exhibition! Trixie will take her chances here! Plus, I want to see my daughter's grand plan play out! You'll be the heroine who saved Equestria!”

“If it works,” said Belladonna with uncharacteristic doubt. Her hands were trembling when she reached into her cape pockets, withdrew the bottle, and let the Smooze portion she'd befriended free. The puddle leapt out and formed into the shape of a naked Flash Sentry like before, standing on a tree limb like the rest of them. “Sooo...are you ready to do this?”

(I am. Thank you, Beatrix Belladonna, Flurry Heart. You have taught me much about the world in the short time I've known you.” He studied the rest of the mass he'd detached from to develop his own identity. (I can never make up for what I've done.)

Beatrix's lower lip trembled. “Don't say that! I'll always accept you, no matter what happens!”

“Yes, you'll always have a place with us!” Flurry nodded rapidly. “We all make mistakes! I destroyed the Crystal Heart when I was just a foal! I didn't know any better!” She sniffled, thinking of her past, and the mother she never truly got to know.

(Every second means another life is lost. I must go.) He slid down the trunk until he reached the limb closest to the slime without being submerged in its glistening surface. (You can understand me, can't you? I was once a part of you.)

The river of sludge stirred, mutating, until a huge mouth formed upon its surface. Blobs dripped from its messy maw when it struggled to speak. (Traitor.) Another face arose in the distance. (Defective.) Yet another face. (Return.) The mass moved like a tidal wave to consume him. He prepared to defend himself, when portions of the Smooze arose to protect him, smaller in number but managing to hold the tsunami off, as a civil war raged within the bubbling abomination. (Insane!)

He allowed the portion of the Smooze which guarded him to envelope his form, growing larger-and-larger, until he stood like a titan over the land, still resembling Flash as he wrestled with the gelatinous sea. He strained to keep up...yet his muscles strained as the bulk started to force him down. Whichever mass won the struggle would surely absorb the other.

Flurry stamped a hoof. “Can't we do anything to help?!”

Fuschia and Lavender wet themselves with a shared whimper, still holding one-another. “We don't want to die!”

With a bite of her lip, Flurry prepared to blink them away. “Come on, come on...”

“I have a backup plan,” said Beatrix who steeled herself. She withdrew another potion from her cape. “Witness me, mother!” She popped the cork and downed the experimental alchemical concoction. It burned in her belly. She suddenly felt nauseous, her insides twisting and turning, and for one horrible moment she wondered if she'd made the worst mistake of her life. She doubled over and clutched her midsection, eyes watering as she chucked up bits of sick. “C-can you hear me, Smooze?!”

(I hear you.) He strained, brought to one knee under the rolling wave that surrounded him.

“Th-then absorb me! Use my power!” She stumbled to her feet, snapped to dematerialize all her clothes, then dove like an athletic swimmer from the tree. He seemed to sense her plan and moved to catch her with an outstretched hand.

Flurry screamed. “Beatrix! No!” She prepared to teleport and grab her, but mare Trixie grabbed her horn hard. “Ow!”

Beatrix vanished into the titan's hand with a splash, taken inside the giant, who absorbed the magically boosted power inside her. She'd whipped up a potion used to empower one's potential to insane degrees, despite knowing it would burn out a mage rather quickly and almost certainly kill its consumer. But wasn't it worth it to make her parents proud?!

“N-no,” sniffled Flurry who watched her vanish. “Sister!”

“Wait,” said both Trixies as one.

They watched the giant undergo another mutation, becoming even larger and shifting, until it took on a new form. A nude Beatrix Belladonna arose with a stretch, arms raised and a lazy smile crossing her face. She planted hands on her hips, seeing the ocean of Smooze part before her, sensing the power that now radiated now that she'd combined with her ally.

“Wow. This is so neat! No time to waste, though!” She took a step forward, scooping up handfuls of the comparatively defenseless sludge which tried to retreat, absorbing its essence into herself. She felt more alive than ever! However, the work would be slow, and there was much to be done. She couldn't stop until the last trace of the Smooze was one with her.

The onlookers watched in slack-jawed awe, hopeful that their allies fared as well...

The wheel turned as Capper sailed the skies. He'd been given the bulk of Shining's force, the latter deciding to take a smaller party to infiltrate the Crystal Empire, and likewise his portion of the airship was the more well-armed and well-armored one. Of course they would need it to stage an all-out assault on the rebuilt Atrocity Exhibition. Most of his team were on the bridge, but since the CMC decided to go with the other crew, Rarity, Pinkie Pie, and Cherry Jubilee took their places at the controls.

Also on the bridge were Spike, Blueblood, Vinyl Scratch, Octavia, and Lyra. Tree Hugger remained in the hospital wing to look after the caged Mr. Bear and Fleur de Lis. The rest of the soldiers that still survived were also left with them, draped in all the enchanted armor Rarity and her workers could whip up, then armed with weapons similarly imbued by magic runes.

Spike paced on all fours, peering out the windows at clouds whipping about. “Think we have the numbers?”

“We'd better,” said Capper who gazed ahead. “It's a risk to split our forces, but if this works out, we'll wipe out the cult for good! Until then, it's smooth-sailing all the way.” He looked over his shoulder and winked at Rarity.

“This could be our last taste of peace,” mused Rarity who was busy stitching a new scarf. “So much beauty within Equestria...brought to ruin.” She studied her latest half-finished creation, reminded it too would likely be destroyed.

“Then we'll just have to make it better than ever!” Pinkie tried her best to act chipper, but her mane and tail remained straight, and she'd sometimes cry in her sleep, remembering friends and family lost. Thankfully Rarity and Spike were always there to comfort her. She twerked her posterior at the onlookers, making them laugh and whistle to break the somber mood.

“Shake it baby,” said Spike with a lick of his lips. She winked and smacked her butt hard.

Pinkie's grin split her face. “Hey Rarity, want to join me?”

“I-in public?! W-well...” After the Donkey Show that Trixie put on this did seem quite tame. “Oh, why not?” She wasn't certain how many of them would make it through this. She put the controls on auto-pilot for the moment since most of their trip would pretty much be a straight line the computer could handle. “Come on all of you, feel free to express yourselves!”

Vinyl pumped a hoof. “Fuck yeah! There a sound system on this thing?” She followed the manual Capper handed her, and inserted a compact disc into a slot, ear-piercing rave music blaring over the speaks as she bobbed her head. She pulled Octavia and Lyra into her forehooves and kissed them, the latter soon playfully shaking her ass and tail with Pinkie and Rarity.

Cherry Jubilee hiked her saloon-style skirt, giving them a little striptease as she too gyrated her posterior, eyes narrowed to match a delectable smile. She stripped everything but her garters, stockings, and heels on her backhooves, standing upon them as she rocked heavy, pendulum-like breasts back-and-forth. She blew kisses to the dancing, whistling crowd with a wink.

Bolstered by her new appearance, even Blueblood shook her translucent derriere, albeit in a rather dainty manner. Octavia embraced Vinyl, dancing with her despite their different styles. Lastly came Spike, standing on his backlegs and thrusting his hips. Capper would take the occasional peek behind him, adjusting a mirror he'd set up complete with a pair of fuzzy dice.

Within the hour they were closing in on the Atrocity Exhibition. Alarms suddenly blared, and the interior was cast in a hellish red, everypony stopping at once. In the distance loomed a black shroud that closed in. Capper used a pair of binoculars to study it. “Spike,” he murmured seeing the mechanized golem now loaded down with a full arsenal headed in their direction. He cut the bouncy music and spoke into a communicator. “All soldiers to your stations! We're about to come in hot!”

He spun the wheel and dodged the first pass, a cone of fire grazing the hull's side. A bit of metal melted but held. Turrets unfurled all over the ship and rained hundreds of bullets on the beast. The newly installed cannons unloaded explosives which filled the air with fireballs. A few struck home despite the machine's deft movements, small chunks torn from its metallic shell.

Guns emerged from all over the golem, who fired back on their craft, which shook each time it was struck. They were almost evenly matched...but he had a small edge in speed and maneuverability. Another blast rocked the hull, which creaked and threatened to collapse, despite all the improvements made. “Damn!” He smacked a furry fist on the controls.

Spike rose with a fiercely drawn snout. “Let me outside. I'll handle him!”

“No Spike,” said Rarity who blocked his path. “He'll kill you!”

“We're dead anyhow if we don't try something!” He growled at this imposter racing for another strike, a combination of bullets, explosives, flame breath, tail, and claws ripping into their transport. “It's okay, Rarity.” She looked into smiling face with teary eyes. “I don't mind dying if it's for everypony here. Especially you.” He pulled her close with a claw and kissed her.

“Oh, Spike...” She placed the fire ruby around his neck. “Bring this back to me.”

Capper shook his head. “I know I can't persuade you, but I have an idea. All of you, to the escape pods. Your destiny is with the Atrocity Exhibition. As for me? I'll deal with this poor copy...in style.” He offered them a salute that turned into a wave. “Octavia, you handled things well on your own. You're in charge now. Look after them, will you?”

“Of course.” She directed the crew towards the emergency escape route. “But what about you?”

He waited until most of them had filed out, concentrating on dodging the golem, while Spike made his way outside from one of the cargo doors elsewhere to distract the enemy. “A proper Captain always goes down with his ship!”

She shook her head. “You survived the last crash! You can do it again!”

“For a beautiful mare like you? Yes, I suppose I can!” He dismissed her with a blown kiss, which she returned, before leaving too. He studied the readouts on the computer while he continued to engage in battle with the golem, making absolutely certain that every last crew member was off the ship. Even those most loyal to him were forced off at Tavi's demands.

Their Spike took potshots at the monster, his emerald flames melting its armor, to the point where some of the marble underneath laid exposed. It shrieked with a metallic ring, a minor annoyance soon proving a potential threat. The drake was forced to retreat under its returned onslaught, knowing one solid hit would mean a quick end.

Capper stared the mechanized abomination head-on. “Looks like Spike will finish the job after all,” he murmured remembering how another version of him had destroyed his last airship and charred his crew. At least this time they'd survive...maybe? He completely lowered all the ship's defenses, put all power into sheer speed, and raced ahead like a mad cat, laughing.

The transport smashed home at speeds so insane parts of the hull were ripped away. A tremendous explosion lit the sky. Fire rained down amidst a deafening boom, both machines reduced to a rain of molten metal amidst the impact.

Escape pods rained like small meteors on the Atrocity Exhibition. Turrets and cannons sprung to life, targeting the well-protected capsules, which crashed into the dome and shattered it. Slavers and hybrids raced to stop the invaders, who popped free of the egg-shaped shells, both sides well-armed and ready to take down whoever they crossed paths with...

Derpy took command of the other airship, much smaller and less armed and armored, but faster and more evasive to make it for it. She hummed at the controls, which were more akin to a flight-stick, her eyes shifting in different directions. They hoped to make a sneak attack, if possible. With her were Shining Armor, Sunset Shimmer, and the CMC. The trio had agreed to serve as distractions if necessary, despite the risks, while the cult's leader was sought out and neutralized by any means necessary.

Shining tapped a pensive hoof on the floor. Shimmer took his forehoof, placing it on her warm breast where the Cyrstal Heart continued to grow. They shared a smile and a kiss. Thank you,” he said breaking the silence. “I'm proud of you all.”

“Yeah, yeah. Spare us the mushy stuff,” said Diamond Tiara who nonetheless smiled too.

“Brought enough explosives to blow those punks to Tartarus dozens of times over,” boasted Babs Seed. “Shame we don't have time for another quickie. Warms me up somethin' fierce before a mission!”

“Perhaps this will get the blood pumping?” Silver Spoon offered her a bottle of spicy cider.

“Nah, that's wuss stuff. Thanks anyway, mate.” She smacked Silver's rump. “Not how I wanted to spend our final mission.” She kicked back in her chair, forehooves behind her head as she blew hair from her face. “Just lie back and think of Equestria...”

“Heads-up,” warned Derpy who spotted a black cloud in the distance. “Trouble's headed our way!”

“Damn. Already?!” Shining exhaled sharply, already in his white armor, with his broadsword on his back. “Try to ditch them!”

“Far too many for that,” observed Derpy. “Head to my craft! I have a plan B!”

An angry buzz sounded outside as a mass of changelings swept over the ship. Some carried rifles, and fired on the ship, their bullets bouncing harmlessly off its polished surface. Realizing their weapons were ineffective, a few hurled themselves at it kamikaze-style, the explosives they carried turning them into living bombs. Gaping holes were punctured in several areas as the alarms sounded. “Snickerdoodles,” she cursed in her own old innocent manner. “Silver, take the controls!”

She raced over to a ruined area, spraying from a can, which welded the tear shut with a silvery liquid which hardened. Of course it wouldn't hold up to a real attack; at best it was a temporary band-aid. A few of the hive had penetrated the ship, spiraling down the corridors. Beams erupted from Sunset's horn, freezing several solid in ice; she dared not risk blasting them apart in case they exploded within the ship. Shining raised a heavy shield with his aura, leapt into the air, and beheaded several insects, a splat sounding and heads with lolling tongues rolling as green slime pooled under their twitching carapaces.

Diamond telekinetically lifted Spoon away from the controls as a spear-like stinger smashed into the controls. “Abandon ship,” called Derpy realizing it was a lost cause. “Run for it! My craft's not far!” They galloped away, fighting as needed.

The ship went into a nosedive. Fiery smoke billowed from its ruined surface. A snowstorm whipped around them with the Crystal Empire's approach. “Almost there,” called Derpy who pressed a button on her control, throwing open the doors as she made a dive for it. Shining's armor and shield were splattered in goo as he stood fast to defend their escape route.

A yelp escaped Babs as a changeling dove into her, smashing her to the floor. “Go,” he ordered Derpy who reluctantly closed the doors to the craft. With a wheeze and groan Time Turner's old invention made the longest hop it could into the Crystal Empire's heart. Soon it had dematerialized like nothing had ever been there, leaving an empty corridor.

He cut down a couple more changelings, directing his shield with his horn about him as they fired or struck, more dismembered limbs scattered about him as he raced to a pinned Babs. A suit of obsidian armor landed in his path, complete with metallic wings that shimmered in the eerie red light, reminding him of Famine. “No, it couldn't be! Flash Sentry?!”

A black sword lashed out at unbelievable speeds. Sparks flew as he barely parried in time. He saw Babs out of the corner of his eye, refusing to abandon her, but was forced to concentrate on the onslaught before him, the stroke of a dark blade driving him back. He was driven back, until he teetered with his back to a fissure in the ship, his mane and tail whipping in the gale.

Conquest suddenly tackled him, sending the pair spiraling from the airship, careening towards the snowlands below. Cold air bit into his skin below his coat. He twisted with his attacker, uncertain if he could possibly stop his free-fall with his magic...

More of the swarm flooded into the craft searching for more of Shining's force. They clustered around Babs Seed, who was pinned on her back by one of the insects, its stinger driven up her snatch, penetrating so deep it pierced past her cervix, hitting the back of her womb. She grit her teeth with an “Unf,” as it held her down and roughly fucked her. She bit her lower lip until it bled from pain and pleasure, a mixture of blood and natural lubrication leaking from her slit and over the pucker of her anus.

The others had abandoned her. Not that she blamed them. The mission took precedence. It's something all of them accepted. She couldn't fall back on magic like Diamond Tiara, nor was she skilled with finances and other practical stuff like Silver Spoon, but she'd discovered a talent for destruction! One she'd used to become a demolitions expert after Equestria collapsed.

She shivered as its stinger pulsated, egg-after-egg laid directly into her womb from the stinger's opening tip, flooding her uterus with a sticky green slime it packed in to seal them inside her. Her eyes glazed over from the aphrodisiac effect it enveloped her system with, in order to make its receiver more receptive and submissive. She fought to retain her dwindling sanity.

Her belly bloated and churned until she swore it would pop, swelling until it was like a balloon. Another changeling shoved his cock into her throat, lined in lots of tiny furs, cumming almost instantly. Goo filled her mouth and exploded from her nostrils. The ship continued to fall and burn around them, and they seemed not to care, knowing they could escape at any time.

With the last egg laid she felt the stinger pierce her gut, and her insides strained, tears rolling down her face as the tip pierce free amidst a small splash of red. They didn't need her alive to bear their eggs; they would simply carry away the warm piece of meat until their spawn hatched. She weakly reached a forehoof into a satchel hung at her side, laid atop the scarlet CMC cape, a reminder of old friends. She wished Apple Bloom, Sweetie Belle, and Scootaloo could see her final act of defiance!

She closed the hoof around the experimental explosive she'd planned to use directly in the cult's camp. It was volatile despite the small size, looking like little more than a tiny sphere. Was she truly the last of the Apple relatives? Applejack had thought them all dead, her survival at the time unknown. She beamed at her attacker, squeezing down on the untested bomb.

A chain reaction was set off from all the explosives she kept on her. She'd filled it with magical components that amplified its effects many times over; a wave of fire erupted like a mushroom cloud that bloomed until the entire ship was consumed. The insects shrieked and burned to ash within an instant. Chunks of the fiery wreckage were hurled about amidst the boom.

Pulling up mounds of snow with his aura, Shining Armor kicked away from Conquest and use the packets of white to partially break his fall, the pair landing amidst a forest. Snowflakes danced in the wind about the knights who faced each other down. He stood on his backhooves, his shield lost in the fall, forehooves holding his broad blade at the ready. His muscular chest huffed under his breastplate, a trickle of warm blood leaking down a cut from his head and between his eyes as he grit his teeth.

Before him a short distance away Conquest readied his own ebony blade, lowering his wings as he stood in silence, seemingly prepared to face his opponent in a one-on-one duel to the death. Shining cocked an eyebrow. “What, you want to face me in a fair fight? Sure, I'll play!” He wondered if it was some remnant of the honorable soldier Flash Sentry had been. But it didn't matter. His comrade-in-arms had been turned to evil. The kindest thing he could do now was set him free!

“I'm sorry, old friend. You deserved better!” With a war cry he raised his sword above him and charged, and Conquest did much the same except in unnatural silence, swords crossing as they danced repeatedly. Crunches sounded under their booted hooves. He struck a powerful blow that made his limbs quiver, managing to knock the helmet from his opponent.

What stared back was the discolored, hollow face of Flash, far more wasted away than Fleur's had been after her transformation into a zombie. His head was one of the few portions that remained; it was fused into the armor which was filled with evil spirits to animate and empower him. Conquest countered with a stab to Shining's belly, the rune-enhanced edge managing to pierce the armor, a splatter of crimson soaking them both. His senses swam. “D-damn it!”

He ignored the steel twisting in his stomach. Yelled as he delivered another swing, severing Conquest's head which rolled into patches of snow without a trace of blood, the obsidian armor still standing as souls which looked like screaming faces emerged with eerie cries. He struggled to remain standing, striking down the spirits which exploded into ectoplasm, bleeding out all the while but hardly caring. All that mattered was that he could finally let an old comrade who'd been perverted rest.

With the last of the monstrosities possessing the armor thusly vanquished, the suit of black steel stood like a statue amidst the snowfall. Shining pressed a forehoof to his gut, trying to stop his steaming bowels from slipping out, tumbling to one knee as his weapon fell with a clatter that rang in his ears. “Flurry Heart...Sunset Shimmer...look after each other...”

He closed his eyes and collapsed in a pool of blood. Blackness overtook him as the snowstorm buried the fallen Paladin.

Author's Notes:

And now we say goodbye to Capper, Babs Seed, and Shining Armor himself!