A wheeze and groan sounded when Derpy's craft appeared in the midst of the Crystal Empire ruins. She'd finished Time Turner's notes, fixing what he termed a Chameleon Circuit on the machine, which allowed it to blend in as a crystalline pillar. From the viewscreen inside she could see snowflakes falling on the broken land. Celebratory orgies were underway as changelings carried innumerable citizens from far away, chucking them unceremoniously into the bubbling cauldron.

They screamed and vanished with splashes, sizzling as they were reduced to their raw components, their bones floating to the soupy surface as blood pooled like a film atop the alchemical concoction. Once Baltimare had been cleaned out the swarm had moved on to smaller villages, hundreds-upon-hundreds wiped out in an instant. “Monsters,” she fumed taking a nibble from a muffin. However she knew rushing out into that bedlam would likely be suicide. “Guess it's up to us! Who else is there?”

“What about Babs,” said Silver Spoon as she and Diamond Tiara looked at each other.

Derpy checked her instruments. “The airship blew up. It's...doubtful she or Shining Armor made it out alive.”

“No!” Sunset screamed the word, smashing a hoof on the floor. “It...it can't be! He was so worried about losing me again, I never imagined...” She touched her breast and listened to the steady beat of the Crystal Heart. Then she tempered her resolve with narrowed eyes and stared at Starlight Glimmer on the viewscreen prepared to lower herself into the cauldron. “It's time we ended this.” She told herself it wasn't Glimmer's fault, that the Necronomicon caused this, but she needed to be stopped!

She imagined all kinds of scenarios; she could've teleported in to grab them, raised a shield, probably taken on the swarm by her lonesome...but she'd rushed into the craft without a second thought determined to finish their mission. Even so she knew it wouldn't change anything to beat herself up. “What about that device to track magical signatures?”

“Won't help with Babs,” admitted Derpy who pulled the scanner from a coat pocket and tuned it in attempt to locate Shining Armor. “Hmmm...a weak blip from a surrounding forest. Like their was recently some activity there, but it's gone now.”

Sunset was tempted to check it out, but knew time was of the essence, and reluctantly decided that there was no time to search.

“B-Babs,” sniffled Spoon. “Can we really call ourselves the CMC now?”

“Always knew she'd go out with a bang,” said Diamond who held and patted Spoon's mane. “Hardcore, like she'd say.”

The acolytes lined up in their black cloaks and hoods, stallions and mares alike masturbating over it, adding their juices to the reeking mixture. Others opened up potions that enhanced mana and dumped the contents in. Their leader watched nearby with dark circles completely enveloping her eyes now, a spiritually beaten-down Sunburst chained to her crystal throne.

“Leave Starlight Glimmer to me,” said Sunset who watched Twilight's other student arise from the liquids, having soaked up the broken portions of the deceased to further empower it. She floated up triumphant, like she had entered some demonic womb and been reborn, now arising as an alicorn, her aura floating the two-pronged staff and Necronomicon over to her.

Tiara scoffed. “Why do all these pretentious supervillains turn themselves into alicorns?!”

“Celestia, Luna, Cadance, Twilight Sparkle...all symbols of the old order,” mused Derpy who chewed on a muffin as she lectured. “For many alicorns demand instant respect. If Flurry Heart lives long enough, she will, too!”

Shimmer swore she would somehow make it so. “Distract the cult, if you can, but don't do anything reckless!”

“Babs left some explosives with us,” said Silver who nodded at her saddlebags. “Granted, she was supposed to do the heavy lifting! I-I'm not sure I can do this...” She sniffled and wiped her nose, wearing a patched up pair of glasses.

“Of course you can,” assured Diamond who patted her own satchel filled with miniature bombs. “Also 'borrowed' some fireworks from Trixie's last show. Won't do much damage, but they're flashy and noisy!”

Derpy clapped her forehooves once. “Eureka! That's it!” She looked at the changelings flying around the camp. “Their senses are different from ours. The right sounds and smells could confuse them. I hate to do something so cruel, but it's better than murdering all those brainwashed creatures, right?! I'll have to stay here to operate my machines, though!”

“Do it,” said Sunset.

The small party psyched themselves up for the final confrontation. If they failed...Sunset refused to finish the thought. Everypony was counting on her. She'd been chosen as Equestria's champion in its time of need. She wouldn't fail them now!

Gunfire and explosions erupted throughout the Atrocity Exhibition. Vinyl Scratch, Lyra, Blueblood, and Rarity raised shields as needed with their magic. Spike took the lead, his scales acting as armor to an extent, billowing waves of emerald flames that smothered the hybrids and slavers. Pinkie Pie kept to the shadows, leaping out when she could with sword readied, parting heads from wobbling bodies which rolled with tongues lolled and leaving slick red trails behind them.

Cherry Jubilee was finally able to put her quick-draw skills to use, the gunslinger using the magic-woven barriers as cover, ducking out only when she was certain it was safe to plant a well-earned bullet between the eyes or in the crotch of a slaver. She told herself they barely counted as ponies, that they deserved every horrible thing their army dished out!

Near her were Octavia and Tree Hugger who took up assault rifles and bandoliers. “Never been much of a fighter,” the hippie admitted readying her weapon. “But I totally didn't think it fair to make everypony bloody their hooves for me, you know?”

“I know,” assured Tavi who'd faced a similar crisis-of-conscience. Fancy Pants hadn't forced anypony to join his crew but he'd practically pleaded with those he saw potential in. Bon Bon had readily agreed and slipped into an all-business persona readily, feeling it part of her duty to help Equestria, and despite Lyra's desire to just play around and have a normal life guilt had made her sign up too. Time Turner came to sate his scientific curiosity and Derpy followed him everywhere.

She'd had to talk her love Vinyl into undertaking the missions. She'd come up with all kinds of excuses not to, about how there would always be another generic big bad to fight, that they would be throwing away their lives without making much difference, but in the end she couldn't say no to her partner. Plus, she'd actually come to enjoy the way it got the adrenaline pumping!

Fleur and Mr. Bear had landed a distance from the others, sent to the furthest back escape pods for safety's sake. Hugs kept the controls to the shock collar at her hip, watching the revenants break free, and she activated a special button on the controller as Derpy had instructed, the restraints on Fleur's limbs unlocked, plastic falling away to reveal mechanized limbs beneath. The unicorn moved with a speed and grace that somehow outdid her old self as the zombie slaves rushed to battle the hybrids.

Sometimes a distraught Hugs almost swore she could see sorrow in their dead, milky eyes. She hated to see the cheery, loyal bear and the proud unicorn reduced to this, but reminded herself their sacrifice could mean the difference between victory and defeat. “Like, I know Flutters wouldn't approve,” she said to the flock of animals gathered around her. She didn't want to endanger them either...but with Shy gone they saw her as their mother and refused to part from her side.

They were further backed by what soldiers still remained, assigned to help the raid go smoothly. Having nowhere else to go once the ship went down, the surviving workers came too, a few taking up weapons to join the assault while most hung back.

Warfare spilled throughout the corridors and arenas. Numerous machines and torture devices were sabotaged. They made slow-but-steady progress, methodically driving the slavers back, who struggled to hold their ground. Fleur danced between those who tried to take aim on her, twisting necks and smashing in faces with her bloodied hooves. In contrast Mr. Bear's furry musculature was slowly ripped apart by a hail of bullets, yet he continued to advance, biting off heads and ripping foes open with his claws, screams sounding from the slavemasters who scattered before the very monsters the cult leader helped create.

“We're almost at the assembly lines,” said Tavi who studied a rough schematic Derpy had whipped up about what was most likely the factory's layout from their last visit. Whenever a door barred their way Spike simply melted it down into molten goo which puddled and hardened. “There are most likely more than enough volatile chemicals there to blow it all sky high!”

“Shit yeah, now you're talking!” Vinyl smirked. “You ready, Lyra?”

“Affirmative!” Lyra saluted with an embarrassed smile. “Um, I mean, yeah!” She swished her tail happily.

“That's the spirit!” Vinyl smacked Lyra's hind end so hard she yelped. “We've got them on the run!” While she would sometimes suffer small bouts of confusion, momentarily forgetting where she was or what she was doing, she'd made an almost full recovery from the drugs that tried to suppress her identity. “I can't wait to get this over and celebrate with you two!”

Tavi blushed. “Yes, well...let's try and stay focused, shall we? Our destination is right around the corner-”

A crash sounded over. Another portion of the dome caved in, metal screeching and rock crumbling amidst clouds of dust and debris, as a large figure landed before them, squashing several of the cowering slavers into a bloody pulp. The golem of Spike was twisted and melted, armor sheared away in the collision with the airship, covered in charred spots. One of its heads and necks had been destroyed. Its wings were malformed wrecks. Yet the dark magic animating it allowed it to endure.

Mr. Bear bounded towards the abomination, claws ripping into cracked marble, only for one of its heads to rear back, snapping and tearing his furry body apart with its jaws. Tree watched in wide-eyed horror as he was eviscerated in seconds. Chunks of hairy meat were tossed about. Fleur took the opportunity to dodge past a swiped, hopping off its hands, and landing a blow upon one of its faces with both backhooves, caving in one of its eyes. Cracks spread throughout its face as it growled.

It shrugged off the bullets that struck it, doing little more than peeling away small bits of it like plaster, while beams of magic made more headway tearing strips from it. The golem howled as Fleur continued to dance around it, landing kick-after-kick which further fractured its hide, threatening to weaken its foundations until it would crumble completely.

A furnace built once more in the golem, and it unleashed a way of fire, swallowing Fleur who twitched as she was blackened and consumed, along with a number of slavers and soldiers nearby. Ashes drifted in the air. Realizing that his friends would be caught up in the blast, Spike leapt to the forefront, releasing his own emerald inferno to counter the beast.

The flames met as both Spikes strained, locked in a beam struggle, pushing back against one-another without either able to gain a clear upper hand. Spike narrowed his eyes before his double, his insides straining, knowing that his inner fire would likely die out long before this monster burned itself out. He felt the fire ruby jangle on his chest, a reminder of what he had to protect.

“Careful Spike,” called Rarity as a tear ran from her one good eye. “That devil murdered Capper!”

“All the more reason he needs to be destroyed,” noted Tavi who motioned them to hang back. In this narrow hallway they could only provide so much support anyhow, and she wasn't certain all the magical barriers of the unicorns combined would be able to withstand its supernatural inferno for long. They were little more than spectators between a contest of dragons.

Spike's muscles were drawn taut as he pushed himself forward, step-by-step, unloading every last bit of reserve that boiled in his soft underbelly. The golem was driven backwards, the green cone overtaking its own, until at last it was consumed completely, a fiery holocaust sweeping over the howling monstrosity. Still he refused to let up until he was certain it was no more, rolling his head back-and-forth until it was nuked into a steaming pile of its base components, still bubbling and smoking as it cooked.

He panted with a grayish-black breath and collapsed onto his side with a thud. Rarity and Pinkie were immediately at his side. “No! Not again...” The fashionista wept, clutching the fire ruby on him to her breast, while Pinkie sat on her haunches with trembling lips. Around them many of the others raced in to clean up, the Exhibition's remaining defenses rapidly crumbling.

His breathing slowed and a peaceful look settled over his face. He whispered, “Tell Flurry and Beatrix thanks for saving me, okay? And for teaching me so much.” He reached limp claws to caress their cheeks. “Least I got to meet you...one more time...”

They stayed with him until his life finally ebbed away. Rarity sniffled, and reluctantly reclaimed the fire ruby, placing the necklace back upon her. She looked sympathetically to Tree Hugger, trying to hold the scattered ashes of Mr. Bear and Fleur de Lis in her forehooves, realizing both of them had lost something precious for the second time.

All the volatile components which made up the mass-produced potions and gunpowder meant a meltdown was almost inevitable with a concentrated explosion. Hugs helped set up the bombs Babs had prepared for them in key areas, liking to think Starburst had intentionally made the alchemical concoctions extra unstable in order to sabotage their enemy from within.

Cherry Jubilee and Blueblood led the effort to save what slaves they could. Unfortunately a number had been tortured to death or butchered, treated like little more than meat, but a few dozen were led out towards the emergency exits.

A chain reaction set off shortly after the small army made its escape. Within the hour the Atrocity Exhibition was leveled. They retreated to safety and watched it burn, the dancing embers reflecting in the eyes of the onlookers. Crackles filled the air. Their part was done. Several of them held hooves or full on embraced, hopeful that the rest of Shining's force fared as well...

It took quite some time, but Beatrix Belladonna collected the last of the Smooze into herself, now absolutely towering above Equestria. She knelt down and took her friends into an open palm with a playful smile. “We did it! There's still lots of the Smooze left in that other world, but its retreated there for now, running scared now that it knows we can absorb it! Unfortunately, there's some bad news, too! I've bonded with the Smooze. If we separate...we'll probably both die.”

“You're beautiful,” said both Trixies as one while they looked her over, practically sharing the same mind. “No surprise really, considering you came from the Great and Powerful Trixie Lulamoon!” Both mothers and their daughter beamed wide.

“Yes, yes, do we have to stay here any longer? I wan to go home,” whined Lavender.

“That goes for both of us,” added Fuschia. “I've had enough excitement for a lifetime or two!”

Flurry Heart shook her head. “I can take you two somewhere safer, but I still have work to do, at least! Father needs me! And despite all the magic I've learned I still haven't earned my cutie mark!” She nodded at her blank flank. “It's embarrassing!”

“W-we'll come,” said Lavender as she and Fuschia looked at each other with a gulp.

Belladonna smirked. “To the Crystal Empire, then?”

Flurry nodded. “But won't that giant body be too unwieldly?”

“Oh, no worries there. I can shapeshift quite easily and even made myself compact. Not sure where all that extra mass goes...one of the many mysteries of the Smooze, I suppose. Maybe he has some sort of internal pocket dimension or something!” Beatrix tittered cheerily. “Anyhow, probably best to take us somewhere outside the Crystal Empire so as not to alert them!”

She carefully let them down onto the soaked forest floor, then reverted back to her usual smaller self, summoning back on her usual costume with a melodramatic flourish. Flurry had them all linked hooves and hands, and they blinked away, arriving in the northern parts of Equestria in a snow-capped forest near the Empire's ruins. Cautiously the part made their approach.

Flurry flew to a treetop for a better vantage point. Snowflakes drifted around her and she shivered. Smoke rose from the burning remains of wreckage. Her eyes turned to saucers as she realized her father's airship had been annihilated. “Father, no!”

She flew to it and looked around desperately for any survivors. Sobs escaped her at the blackened, unidentifiable corpses that remained, stinking of cooked meat. “Shining! Sunset! Derpy! Anypony?!” She spotted her signs of destruction further into the forest and galloped in deeper without thinking. Somepony had to be alive! She absolutely refused to believe otherwise!

Partially drenched in snow was a suit of obsidian armor, its wings folded, its helmet knocked clean off and buried nearby. She followed the trail and saw its removed head too. “Flashy Sentry?!” She stared at the cold, rotted face, trembling as she took it in her hooves. Then she saw something large buried under the snowfall and her heart almost stopped.

Her party raced to catch up. “Sister don't-” But Flurry ignored Beatrix's warnings and unpacked the white pile which was stained vermillion deeper in. She dug furiously and starting wailing, spotting the surprisingly peaceful face of Shining Armor. She uncovered him completely, seeing the punctured area in his armor, his guts having spilled out and frozen over.

She whipped her head back to look at them. “D-do you have any healing elixir?!”

“Even if we did it's far too late for that,” said human Trixie rather bluntly.

“D-daddy,” whimpered Beatrix who fell to her knees with a crunch beside her sister. They embraced amidst sobs, while both Trixies patted their backs and stroked their manes, doing their best to console them. “I-I have a plan.”

Shining Armor's legacy needn't die here. She would carry it on...in her own way. Of course she doubted he'd approve of any deception, even for a noble cause, but that's why he'd needed followers like her! Ones who weren't afraid to get their hooves dirty! She turned her sights on the Crystal Empire, smirking as schemes ran through her head...

Dazzling fireworks erupted above the camp. The bursts of lights and sounds set changelings and acolytes alike on full alert, as they raced to see where the commotion originated from. Exactly like Derpy planned; her craft emitted waves of sound which overwhelmed the senses of the insectoid armada. Some buzzed about clumsily, crashing into each other, in some cases lashing out blindly at their allies, wounded or in a few cases outright killing them. Others dropped and curled up on their backs, shrieking. The mare watched the chaos from a viewscreen inside, scrunching her snout up at the violence.

Soon a small civil war broke out between the cult. Diamond Tiara snickered from behind a pillar as she and Silver Spoon set up small bombs. “Let's raze this place to the ground and salt the earth,” mumbled Tiara. “It's what Babs would want.”

“It won't bring her back,” said Spoon who nonetheless helped set up the explosives in key points to maximize the damage. “M-maybe we should pull back?” She wiped her brow. “Sunset warned us not to go too deep in.”

Colorful eruptions reflected in Diamond's irises. “Nah. You see how Derpy's machine has them on the run?” She ducked behind another crystalline column and strapped down more bombs. “Got to make sure there's nothing left for the the cult to rebuild!”

So caught up were the pair in their work that they failed to see the black cloaks moving in on them. A hoof suddenly closed around Silver from behind, and she tried to cry out, a gurgle escaping as a thin blade opened her throat. A choking sob escaped her bleeding maw as she went limp. With her last strength she pressed a button on her detonator.

“Silver!” Diamond tried to rush to her aid, horn flaring with a spell, when booms sounded in fiery eruptions, chunks of crystalline, herself, and a number of cultists hurled about amidst the shockwaves. She rolled with a thud amidst clouds of snow and dust and debris. A bit of soot masked her when she staggered to her hooves, ears ringing as the camp spun around her.

An acolyte closed in on her. She snarled with wet eyes and fired a beam from her horn which struck him down. Vapors curled from the hole in the stallion's chest. Knives flashed as more closed in on her from all directions, and she managed to strike down several, screaming out her hatred as the body of her foalhood friend was carried away like so much trash.

“Wait,” a fanatic said. “A live sacrifice is more valuable to the cauldron.”

A toxin-lined knife cut across Tiara's back and her muscles slackened almost instantly. She tumbled with a cry, landing with a smack. She laid on her side, forced to watch several of the cultists defile Silver Spoon's partially scorched body, her face forever frozen in horror. They took her from all ends, stuffing her in an almost mechanical fashion, more ritual than need.

They set upon Tiara in a similar manner who teared-up as they had their way with her. They filled her from all directions, and she could do little more than whimper helplessly, always aware in the back of her mind such a fate could befall her but never thinking it would be her turn. Her warm holes burned as they were spread wide, hot gunk fired into them.

Each time one pulled out with a messy pop another instantly replaced them. She hoped to black out, anything that would spare her more pain and indignity, tears silently streaming down her cheeks as she shivered and felt her nethers responding to her defilement. Her marehood pulsed and winked, a sliver of lubrication running down her thighs and tightening rectum.

Small pockets of fire crackled in the distance. The mobs emptied themselves on the mares, drenching them in semen and marecum, making certain they were thoroughly ruined before they were taken to be tossed into the cauldron.

Her mouth reflexively opened to cry out as she came upon her rapist, but no sound escaped. She looked to the moon which had now fully arisen, staring at Luna's brand upon it, praying that anypony would come and save her from his nightmare.

A white blade severed the acolyte's head as her cunt clenched around his throbbing cock. She paled as blood spattered her, his limp form falling over her, and more arcs rang out, the acolytes falling one-after-another with ease before an arcing broadsword. She blinked wet eyes and looked up at the white-armored Paladin who smirked back at her. Shining Armor?!

Author's Notes:

A fond farewell to Spike, who just can't seem to catch much of a break in this series, and Silver Spoon...