No matter how many ponies he helped, Sunburst struggled to think he'd made amends. At least he no longer believed himself a monster. Instead he simply felt empty. Starlight Glimmer offered him all the warmth she could, but even his lovemaking was mechanical, something he took little joy from other than that he could make her happy. And these days he couldn't even manage that. She didn't complain about his detachment, but he could hear her cry sometimes, when she thought he was asleep.

Instead they tried to bond over his alchemical experiments. He'd tried to replicate his healing elixir formula with less rare ingredients to limited success. They traveled in a wagon Fancy Pants had offered them, beaten up over the years, as they had traveled the continent a number of times. Their rig had machinery specially built into it so that they didn't need horses to pull them; the pair usually preferred to travel alone. Tune ups could be expensive, but between their skillsets bits were easy to come by. He poured over beakers filled with bubbly, fuming liquids, studying them over his small spectacles.

“Hey Sunburst.” She laid a hoof on his shoulder. “Ready to come to bed?” She knew it likely wouldn't lead to sex unless she initiated it, but at least she could bask in his company. He had no problem snuggling her, after all.

“I suppose so. I love you, Starlight.” And it was true. He loved her much as he was capable. But it sounded hollow. His term as Pestilence felt like it lasted a lifetime. It had overwhelmed his identity and all but snuffed it out.

She looked to the blackboards where she wrote out a number of schematics and formulas, including repeated attempts to perfect a time-travel spell that wouldn't eventually unravel reality. He'd repeatedly warned her to abandon it like so many others, knowing the potential consequences, but she was more desperate than ever to somehow reverse all this.

“The old me is never coming back,” he said staring at the writings with her. “You need to accept that.”

“Huh? Uh, that's not what I was thinking at all!” She laughed unconvincingly. “Come to bed, okay?” She trotted into the connecting room where a wide bed was laid out for them. He dimmed the lights and followed her in.

She suddenly crushed him to her bosom, kissing him fiercely and biting his lower lip. “Mmmm,” she moaned. She dragged his hooves over her buttocks, and he rubbed them in circular motions, trying to remember how she liked to be touched.

The bed creaked when she pulled him atop her. “Rut me like I'm a filly in heat for the first time,” she hissed trying to seduce him any way she could. She grunted, forcibly pulling his partially erect penis into her, and he obeyed her wishes like always, masking his usually neutral face with a fierce expression when he drove in-and-out of her wet cunny.

“Oh Sunburst,” she cried locking all her limbs about him. She was choking back sobs, faking happiness, but their intertwined bodies responded anyhow, a wet pool forming beneath them while they made love. “Screw me harder! Pound me senseless!”

He grabbed her mane and tossed her onto her belly, trying to take charge like she always wished. She bit a pillow, feeling him stretched her out, his curved stallionhood driving so deep it threatened to rip into her cervix. “Mmmph,” came her muffled cries, one hoof upon her head and another on her ass while he fucked her with all the strength he could muster.

Outside the caravan a small army of cultists moved in under Mother's directions. She knew how dangerous the pair were. One bad mistake and it could turn ugly quick. Starlight was perhaps the most powerful mage left in Equestria, especially since Sunset Shimmer was a shell of her former self, and Sunburst could weave potions that had once put down entire companies of troops.

Their members carried curved knives laced with a poison that paralyzed the victim. With this they could barely cut their prey, render them helpless, and capture them for use as sacrifices or guinea pigs for experiments. Sharpshooters were also trained on the area, hiding amidst the trees, the night sky almost completely black save for a pallid moon and trails of mist in the forest.

“Everything's in place,” stated Bon Bon who kept her rifle trained.

Mother nodded once. They could see the silhouettes of the couple copulating from a window. “Do it.”

Bon Bon took aim and started to squeeze the trigger. “No!” Sunset was still weak, but she threw her entire body-weight into the sniper, throwing her aim off as they toppled. The shot rang out with a loud bang. A scream sounded, glass shattered, and blood splattered Sunburst, a high-powered bullet meant for Glimmer's head ripping through flesh-and-bone of her shoulder instead.

“Damn you,” shouted Bon Bon who smacked her with the butt of the gun. A crack sounded as she busted her lip.

Sunburst immediately sprang into action, diving back into the lab, and grabbing what potions he could use as a weapon. He hated to abandon his lover but guessed this was the best option to save their lives. Starlight's horn glowed and fizzle, trying to cast a spell as she writhed in agony, screaming and crying from the gaping hole torn into her.

The rage he felt at seeing that was the most life he'd felt in years. “Die,” he stated tossing a smoking bottle at the caravan's main entrance, the robed figures that burst into confronted by tendrils that rose when the liquids made contact with the floorboard, constricting around the ponies and crushing them into a messy pulp. He chucked another one further outside.

Mother pointed a hoof and the hybrids moved in. The bizarre fusions of ponies, griffins, dragons, animals, and tentacled aliens rushed in with guttural noises, hopping past the vines that arose, bounding towards their prey with slobbering jaws wide. “Take them alive if you can! However, what's most important is that their formulas are claimed!”

With their knowledge her resources would increase a thousandfold. She'd likely finally be able to read the Necronomicon's bizarre words, despite the fact that she'd never been a magician. A pained howl sounded when the hybrids made their way into, Sunburst crumpling under their combined assault, jaws sinking into his flesh and tearing at it until he fainted.

She moved in and placed the one neutralizing ring she had on Starlight's horn, ensuring she couldn't use a spell on her later. The cultists made small cuts on the couple, paralyzing them with the toxin for capture. A part of her wanted to terminate them now because they were so dangerous. They might get lucky and turn the tables on her later. On the other hoof their was so much information to be gleamed from them, stuff they probably hadn't written down and could be lost forever. She had to be sure.

Within the scattered notes she discovered something familiar; the diary of her twin sister Wet Nurse. She picked it up and clasped it to her breast, eyes watering from memories she attempted to bury without success.

Tracking down Starlight Glimmer and Sunburst was difficult since they were constantly on the move and rarely entered civilization unless they needed to. Therefore Shining Armor decided they'd have to forego them for now. He wasn't entirely certain where to find their remaining potential recruits either, but luckily that news arrived with a letter tossed before him.

“I found them,” chirped Derpy who'd already opened the envelope and scoured its contents. “They're in Ponyville!”

He sighed wishing he'd decided to stop their on the way. Not that any of them could have known. They'd have to waste time doubling back. He wasn't certain all the forces in the world could stop a threat like the Smooze anyhow. No, his force was gathered to smoke out the cult and hopefully stamp them out for good. “Thanks. You've done well.”

She beamed and fluttered at his praise. “Y-you're welcome, Mr. Shining!”

“Just Shining will do.” He smiled back oblivious to her crush. Would Lyra be any help anyhow? She'd been devastated after Bon Bon's death. How would she react learning her lover had become a killing machine for their enemies? “Let's move out.”

Capper saluted. “Aye aye, captain! You were a captain once, right?”

“I suppose I still am.” He forced a tired smile. “I...must attend to personal matters.” Trixie and her sidekicks would be waiting for him. They'd fuck every night until he was finally exhausted. Part of him thought Trixie was a terrible mother with the way she influenced their daughter; but he had to admit it was clear she cared about Beatrix Belladonna in her own strange way.

None of them were aware Flurry Heart and Beatrix Belladonna had set up their own alchemy lab in a supply wagon that usually went untouched, doing experiments with potions that fizzled and occasionally blew up in puffs of colorful smoke. The former darted about the cramped interior in flight, while the latter hummed, the glowing potions reflecting off her wide eyes.

With a raised eyebrow Beatrix asked, “You really think it will work?”

“Of course! Maybe? Can't hurt to try!” She beamed wide.

“I don't know about that, but like mother says, nothing ventured! Time to become Great and Powerful too!” They'd tested the elixir on a few small animals they'd captured, seeing them experience a growth spurt in a short amount of time. She gulped hers down, and Flurry did the same, the noxious liquids sloshing down their throats. “Gross, but I can't complain!”

It would be sometime before they saw the potential results of their labor. In the meantime they would mix up some more concoctions, practice their magic, and run about playing all the while. Neither of them had really had a close friend their age before, Beatrix mostly because her mother was always on tour. They'd quickly formed a close sisterly bond.

They took their games outside the caravan, standing atop it as they played tag. “They're adorable,” said Silver Spoon who was seated in a rocky cart. “Reminds me of our foalhood.” She continued to turn the pages that laid out their finances, doing the necessary thankless work nopony else would. “It's a shame those carefree days are never coming back.”

“They were overrated anyhow,” lied Babs Seed who spat to one side.

“I certainly miss them. Even the bad times seem okay now,” said Diamond Tiara who was wistful. “The truth is I'd trade all my wealth to have Apple Bloom, Sweetie Belle, and Scootaloo back.” She leaned her chin on a hoof, staring into the distance.

“Aw, that's sweet. But I know what you mean,” said Babs who punched her shoulder.

Tree Hugger wandered their way, surrounded by a bunch of animals like usual, including some birds perched on her shoulders. “Hey there.” She lit up a joint, took a puff, then passed it between them, each taking a drag. She chuckled when Silver Spoon coughed. “Easy now, chickadee. It's, like, an acquired taste. Should help you all relax, you know?”

“Sure, sure. Used to sneak behind my father's back and light one up all the time,” bragged Tiara. “Silver Spoon here was too much of a square to try it then, though. Afraid it would make her stupid or some nonsense like that.”

“Potheads have a reputation for a reason,” emphasized Silver. “Um, no offense. You seem quite nice.”

Tree snickered. “None taken. Not to humble-brag but I like to think I'm smarter than I look. I'm comfortable with myself, at least. Want me to teach you some meditation techniques? You three seem pretty tense, you know?” She directed them all to sit in the lotus position and their hooves locked. She'd mastered herself to the point where the cult couldn't brainwash her anymore.

Towards the back Rarity sat in a wagon she furnished with finery, missing the comforts of her former life. But she'd trade them all to have her friends back. At least Pinkie Pie was still alive...if terribly altered forever. Pinkamena hopped down beside her, placing a hoof under her chin and turning the fashionista to face her. “Cheer up, Rarity! We're all back together!”

“Almost. We're still missing a few.” She clasped a hoof about the fire ruby, which she drew strength from whenever she felt down. Which was quite often these days. At least seeing some old friends made her a little happier.

Sh e lowered her eyes shyly when Capper hopped from wagon-to-wagon, practically dancing as he weaved his way over. “Evening, ladies.” He bowed with a flourish, taking their hooves and kissing them.

“My, isn't he charming!” Pinkamena mimicked Rarity's voice, raising a hoof to her head and pretending like she'd faint. “Please prince charming, come and sweep this poor damsel off her hooves!”

Rarity nudged her companion. “It's wonderful to see you. Really. I feared the worst.”

“Understandable under the circumstances.” He looked aside at the passing forest, the moon silhouetted by Flash Sentry, who flew with the other pegasi in formation to guard the procession. “You're lovely companion is correct, however. I'd love to sail the skies again romancing such a lovely mare. Perhaps I'll have the fortune necessary to rebuild my airship one day!”

Pinkamena titled her head. “Can you believe this guy? He's a total player! He's already banging the Cutie Mark Crusaders, tried unsuccessfully to get with Redheart, and it won't be long before he tries his paws with me and Tree Hugger too! I'm sure the only reason he hasn't gone for Trixie and her sidekicks is because they're already taking Shining's sausage!”

“Pinkamena Diane Pie! Don't be rude to our guest!” But she knew her friend wasn't wrong. She didn't expect anypony to be totally loyal in a world gone made, where mares now outnumbered stallions even more than ever, but could she really give her heart to somepony that treated her like another warm hole? “Why not sit with us?” She patted an empty space.

Capper slid in between them, wrapping his furry arms about their shoulders. She laid her head on his slender chest, starting to drift off to sleep. She hoped Spike wouldn't mind. It was so terribly lonely these days and it's not like she planned to sleep with him. All she needed now was somepony to keep her warm and remind her life was still worth living.

Fleur de Lis had scavenged the Everfree Forest for food and water, living off the land while she searched out civilization. However what she hadn't expected to stumble upon during her trip was the cult itself. She'd arrived at the aftermath of the attack on the mechanized caravan, took shelter far from the action, and cautiously spied on their latest work.

She had to be careful. Bon Bon's ears twitched on occasion, and she'd scour the area with eagle-like precision, certain somepony was out there, only to decide it was probably some wandering animal. The badly wounded and unconscious bodies of Starlight and Sunburst were carried out by the black-cloaked figures, surrounded by hybrid monstrosities.

Lastly came another mare with a porcelain white mask, a horn on her forehead, and wings on her back. An alicorn? Impossible. Flurry Heart was the sole one left alive. She supposed this pretentious tryhard must be their leader.

Her hackles rose, tempted by the insane urge to rush in and assassinate her, but she knew that would be suicidal. Not that she wasn't willing to die, but there was no point in throwing away her life when she'd likely be cut down before she even reached this monster. She clenched her teeth, reminding herself to be patient. She'd track these cockroaches to their lair.

She looked to the unconscious form of Sunset Shimmer, scarcely able to believe she was alive, either. However from her pallid color she was apparently in a terrible state. She thought about rescuing her, but she was tired from her travels and short naps in the dangerous wilderness, plus one lone soldier no matter how skilled could hope to evade so many armed targets.

Bon Bon said, “Should we burn the caravan?”

Mother tilted her head while considering. “No. We can use it. It appears easy enough to work.” She trotted back inside, experimented with the controls, and the engine roared to life, the machine buzzing and vibrating, almost like it was alive.

A number of the cult members piled in, while others rode atop, or upon the hybrids, which trailed at the sides when the wagon set off. She followed from quite a safe distance, taking shelter behind the trees, in one of those rare moments when she cursed her beautiful white coat which made her stand out in the gloom. Whatever it took, she'd avenge Fancy Pants.

After a few hours Mother finally pulled the wagon to a stop by a pond. The moonlight which shone off its pristine surface was a rare reminder exquisite beauty still existed even in this broken world. She took a bucket from the wagon, scooped up water, and splashed it upon Sunburst and Starlight who she had tied down with tendrils from one of his potions. “Welcome back to the world. Such as it is.” She paced around them. “How ironic the very toxin you discovered is now used to paralyze you.”

She'd used the lowest dose possible, leaving their bodies limp, but still able to speak. He asked, “Who are you?”

“I'm not sure you'd recognize me. But I suppose it doesn't matter.” She removed her hood, mask, and cloak, revealing a many-hued crystal pony with her mane cut into a bobcut and polygonal irises that were barely discernible. “I used to be titled Foal-Bearer. My twin sister Wet Nurse and I served under Princess Cadance and Shining Armor.”

“So a crystal pony survived after all,” he said. “Fascinating.”

Starlight scoffed. “If you're the last of your kind they're better off extinct!” Mother walked slowly over to her, took a short look at the bloody open wound from where she'd been shot soaking through the heavy bandages she'd applied, and ground a hoof into it, making her scream and tear up. She looked upon Glimmer with contempt, finally withdrawing and leaving her panting.

“I'll get to the point. Your aid in return for your lives. Specifically, your time-travel formula.”

She struggled to roll her eyes. “Obviously I've never been able to perfect the equation, you nimrod!”

“Of course. But perhaps with the right aid...” She brandished one of the books in her hooves, the Necronomicon, which made Glimmer's eyes widen in horror. “Perhaps drawing upon kits secrets will help you complete it.”

Starlight instead stared at Wet Nurse's diary. “Your sister saved my life. She died for the sake of Equestria. You think she'd like any of this? Wet Nurse was a kind soul! She's nothing like you! She'd be ashamed of you!”

“Shut up!” With her free forehoof Mother slapped her across the face. She turned to Sunburst. “You'll help, won't you, Pestilence?” She nodded to Bon Bon who pressed her rifle to the side of Glimmer's skull.

He studied them with a neutral expression. “Do it, then. Kill her. Our lives for Equestria? Gladly. I won't be coerced.”

“Ever pragmatic, eh, Pestilence? I doubt pain alone could motivate you. There are certain methods I'd rather not employ, but you leave me little choice.” She looked to the hybrids. “You know what to do. Show them how my predecessor punished unruly mares.” Slimy tentacles covered in sticky suckers arose from the backs of the malformed beasts.

Starlight shuddered. “What do you plan to do with those...?” But she already knew and shuddered. The one they deemed their alpha took the lead, its body that of a dragon's, with the beaked head and front claws of a griffin, wings that were both leathery and feather upon its muscular back. It hovered over her, breath hot and leaking drool. “Celestia, no...”

Twin shafts that were ridged on the bottom arose from its sheath, already leaking a steady stream of precum, ready to violently mount its latest bitch. It grabbed her mane, flipped her onto her belly with a thud, and laid its nails upon her back, lining up with her holes. She shrieked when it forced the cocks inside, spreading her fuckholes wide open and hammering in.

Tears streamed down her cheeks, as it ground its hips and thrust again-and-again, claws raking over her back and buttocks, leaving thin red lines. Its beak bit into the nape of her neck, making her submit to its domination. Not that she had any choice since her body struggled to move. She avoided Sunburst's eyes, overcome with unspeakable shame.

He tried to keep his face blank rather than let their enemy win. The beast extended its numerous tentacles which arose from holes in its sides, a pair of them wrapping around her bouncing tits, closing their suckers over them with a pop as they started to suckle away. “Mmmph,” she cried as one slipped into her mouth and tunneled deep down her throat.

Another one wound around his lower penis, helping tunnel into her moist cunt, smaller tentrils arising from the extension. They spread open the dripping surface of her cervix, burrowing all the way into her womb, tracing the slick walls of her uterus. She tried to bite down on the intruder rapidly face-fucking her, but her teeth couldn't penetrate the rubbery protrusion.

The creature howled as it bottomed out in her one last time, all its invaders blowing their payloads at once. Cum oozed from her nostrils and around her orifices, her belly swelling as splash-after-splash overfilled her to the point she feared she'd pop. Worse still was the strange effect its semen was having; at first the pain outweighed the pleasure by far, but now that transformed into unbearable euphoria despite how much she tried to deny it. Once it eventually withdrew her eyes rolled into her head, and her tongue lolled out, a whorish moan escaping her as she squirted again-and-again as her back holes convulsed.

“That was merely the first,” said Mother as the alpha wandered off. The next in the line moved up and took its place, this one more griffin than drake, but with a pair of cocks of its own, driving into the blissfully dulled Glimmer. The creatures were prepared to run a train on their prey. “Their seed had been transmuted to be filled with aphrodisiacs. Particularly the potent ones from their tentacles. Most mares break after being inseminated several times in rapid succession. How long will she last?”

“Stop,” murmured Sunburst who was unable to bear the idea her brilliant mind would be shattered. “Stop this!”

Mother cast him an empty smile. “So you do still have a heart, Pestilence.”

He closed his eyes. “I'll work with you. Just...don't harm her anymore.” His life meant little to him. But Starlight? He loved her, much as he was able. So long as she survived he was convinced they'd eventually find a way out of this mess.

With a wave from Mother the creature reluctantly withdrew, cumming upon Glimmer's back and shapely buttocks. She took one of his healing elixirs, opened it, and poured the contents over Star's wound, which quickly sealed up from the miracle drug.

After she bathed and fed the couple, they set off again, headed back towards the Crystal Empire's ruins. Unbeknownst to them Fleur continued to trail the machine, more determined than ever to stop them after seeing such brutality. She shook away thoughts of what happened to Fancy Pants, still wearing the cracked ring he'd given her as a parting gift.

And atop the devastation of Las Pegasus the air shimmered and pulsed. Cracks sounded as the walls that divided realities began to break down. Fractures in the air oozed out a neon green ooze as the Smooze started to rather slowly make its return from that parallel world, far larger than ever from the innumerable human corpses it had now consumed.

It leaked out in steady drips, sizzling and fuming, refusing to be confined. The dying Equestria would be its next victim...

Author's Notes:

Hope the clop here made up for the lack of it last chapter! Poor Glimmer...