With their forces dwindling, Mother knew they would have to seek outside help, or face potential extinction. She'd lost quite a number of loyal followers and even a few hybrids in the attack. The disappearance of Sunset in particular made her sad. She hoped her friend was okay, despite knowing her ultimate goal would likely end in her death. She prayed that the time-travel formula, once perfected, would make them all realize she was right. No, they'd never even know all this horror happened. And it was better that way. She'd be the sole creature with any clue Equestria all went horribly wrong.

A possible solution dawned on her. One she'd considered before. She shuddered. They were everything she hated. But was she so different? One last breeding factory remained. Most had been smashed by Shining's force, but one had developed into a fortress-like city, claiming it was a nation and thus didn't need answer to those who sought to bring down its immoral practices. So far even the remnants of the cult of the nemesis had dared not cross it.

The so-called Atrocity Exhibition was like a walled up hive. In fact rumor had it rogue changelings captured or traded whatever mares and stallions they could to breed them. But nopony who went in ever came back out...

Going there could doom them all. On the other hoof, they made alliances with smaller villas, who'd become part of their territories. Her other option was to huddle up in the Crystal Empire and hope they could survive those who hunted them until she unlocked the Necronomicon's secrets. With the loss of so many representatives from different races across Equestria lost at Las Pegasus, word had spread the cult of the nemesis was responsible, and everything from dragons to griffins wanted their heads, determined to finally exterminate every last one of them.

She sighed. “Guess I'll have to chance it. Fuck with me and I'll unleash the Smooze inside their walls...” She shuddered at its return, knowing it would eventually consume Equestria if she misjudged her gamble. She continued to translate more words while they traveled. The weakened Necronomicon had seemingly submitted to its new keeper for now, allowing her to gleam more of its secrets. But she knew it would abandon her for a more promising owner at first opportunity. Just like a stallion!

She returned to Sunburst and Starlight, the former watching her blankly, the latter trying not to glare, fearing she'd have the hybrids gang-rape her back into submission. She could see the shame and guilt in her eyes, unable to control the pleasure they forced her to feel, Sunburst forced to watch while her psyche had nearly been fractured. The couple were constantly at work, pouring over the equations, trying to find the key to completing it. “...but if you can't complete it before the year's end...”

She hoped a deadline would help motivate them. She reminded them everypony would benefit. “You should understand better than anypony, Starlight. You ran a cult. You tried to fix Equestria's problems with time-travel.”

“I learned better,” answered Starlight whose eyes darted to the floor, still recalling how close those tentacles freaks had come to breaking her brilliant mind. “Maybe you will, too, once you're drowning in oceans of blood!”

Mother turned to Sunburst. “What do you think, Pestilence?”

“You keep calling me that. But if I were still him you'd already be dead,” he reminded her.

“Perhaps. I mean you no ill-will. Believe me, this is all necessary. So hate me with every fiber of your beings if you must. I've endured worse. I continue to endure worse...” With a hoof she cracked open Wet Nurse's diary, reading further with moistening eyes. The hardest parts were when her twin recounted the abuse she'd suffered under the adversary.

Once he was cleared to visit Shining Armor visited the medical wing. Flash Sentry also tagged along, knowing the bond Sunset Shimmer and his counterpart shared in that other world. She was pretty beat up, but the wounds were mostly superficial. However when he touched her hoof it was cold and limp. Redheart had whispered in private that she was undead.

“Hey...” The words were barely a whisper, her eyes straining to stay open. She was half bundled into a sheet, laying in a white room with the other patients, many mercs and loyal soldiers badly wounded or dead after that last skirmish.

Flash took a hoof. “We're here for you.”

She smiled weakly when Shining took her other hoof. “What did I do...to deserve...such a handsome pair of stallions...watching over me?” She coughed, sniffling. “Sorry...I must look like total crap.”

“No way. You're always hotter than Tartarus,” said Flash.

Shining concurred with a nod. What concerned him more was how cold she was. Would the spell that revived her simply cease to work without warning someday? Maybe she would be better off? It was obvious she was in terrible pain. He could feel her trembling under their touch. “I've missed you terribly. I love you.” His tears dripped down freely.

She reached up and brushed one away. “Me too, Shiny. You...found somepony else?”

He avoided her eyes. “Not exactly. Just somepony who wants me on the side. Nothing serious.”

“That figures, stud. Don't worry. I'm not the jealous type. Even before I ended up like this.” She frowned.

“Maybe we can somehow put this right,” said Shining, thankful she seemed stronger now.

“I don't think so, love. My body was pretty far gone by the time the cult dug me up, and while they fixed up my wounds best they could, I'm little more than a shell of what I used to be. The pain is constant, I'm cold all over, I can't cast the simplest spells, and I don't even have a heart anymore.” She touched the knife mark scar on her breast where she'd been punctured shortly before her death. “Sorry. I didn't mean to sound whiny. I'm not a worthy lover for you anymore.”

“Nonsense. I'd love to have you back.” He lowered his voice. “Hey you two, how would you like to meet me back in my room tomorrow night? If you're up to it, of course.” He was a bit tired of dealing with Trixie and her sidekicks every night, and had talked her into a night off, both of them grieving the loss of their daughters. Maybe this would improve his mood.

“I'll be there,” said Flash with a wry grin. “Sunset?”

“Sure, why not? It should...help with my condition. Don't worry, according to Redheart I'm not diseased. I'm perfectly safe. Cold though, so I'm not sure how much you'll enjoy yourselves...” She suddenly felt rather self-conscious again.

Redheart returned and they started to leave, only for Flash to grab her shoulder. “Hey. Think we could try again?”

She shook her head. “Sorry, you're too much of a player for my tastes. At least for anything steady.” She softened with a smirk. “But that little affair I heard you bunch planning? I wouldn't mind being invited in, dear.” She winked.

He beamed, happily raising a hoof. Okay, he'd really messed up constantly sleeping around her back, but at least she'd apparently gotten over it for the most part. A shame they couldn't rekindle what they had. Sure, it wasn't hard for him to find a mare to sleep with, but part of him wanted a steady partner, and sadly most options here were already taken.

Thick walls surrounded the Atrocity Exhibition which from what Mother could see was built to resemble a hive like rumored. She'd sent a letter with her proposition, agreeing only to meet outside the compound, and arrived at the appointed time to discuss her proposition. Just in case it went sour she had Bon Bon train a sniper rifle on her position, along with a number of backup sharpshooters, her heart thudding as she approached. In truth she had no idea what to expect.

The blockade was covered in barbed wire, turrets, and slits cut into the walls with panels that could slide away, allowing guns to peek out. There was obviously at least one munitions factory inside; the other surviving nations feared the rulers here would one day launch an all-out war on Equestria. She resisted the urge to tap a hoof impatiently.

With a heavy creak the gates swung open. What appeared to be a brothel madam wandered her way with shapely hips that swayed, flanked by what appeared to be prostitutes from their fetish-wear styled saloon barmaid attire, all bodices, dresses, garters, and high-heels, all of them wearing a quill in their manes and carrying rifles over their shoulders.

“Why hello there, stranger. Cherry Jubilee, at your service.” She wore a sly smile, fluttering her lashes rapidly, snout half-hidden behind a fold-out fan decorated with floral print. “So, what can you offer us from an alliance?”

“Knowledge. I have alchemists that can concoct potions both for offensive and defensive purposes. If I may be allowed to demonstrate?” Once Cherry nodded, she took a knife from the folds of her cloak, pressed it to her arm, and cut deep, letting the blood flow. She didn't so much as allow herself to wince. Then she wiped the blade and placed it back in its hiding spot, took a healing elixir out and uncorked it, then poured the fuming liquid on the wound, which quickly sealed up without a scar.

“Impressive,” admitted Jubilee. “Okay, I'll entertain your proposition, at least. You show me yours and I'll show you mine.” She hiked up her skirts a tad, exposing parts of her meaty thighs, constantly flirting with her every move.

Mother drew more of the potions she'd brought, carefully showing what each could do. She'd tested them before heading here, paranoid that Sunburst might have some trickery in mind, but they reacted exactly as he'd explained. He'd warned her, “This is an act of desperation. You feel backed into a corner. That could lead to foolish mistakes.”

Maybe so, but this independent nation was probably the only place left on Equestria that might offer them sanctuary...provided she could routinely benefit them. With their resources she would be able to reproduce these alchemical mixtures on a mass scale. Not to mention all the armaments they had at their disposal. With luck the cult would rise stronger than ever...

For a moment Shining Armor questioned whether he should be doing this so soon. No, it's likely because he was in mourning that he was doing this. He'd miss Sunset terribly, unable to truly move on from her loss, simply to learn they had a second chance. But for how long? He didn't want to waste a moment. He'd invited her, Flash Sentry, and at the latter's suggestion Redheart into his wagon, which aside from weapons, armor, and other equipment was sparse of decoration.

It was difficult to even look at pictures of Twilight Sparkle and Cadance anymore, so he'd tucked them away, and now he added a portrait of Flurry Heart to those hidden treasures, the sight making his eyes water each time. He looked to his wide bed, where Sunset lazed out with a sensuous smile, patting an empty spot by her as her tail swished about.

Flash arrived carrying Redheart in his hooves, and while she rolled her eyes at his attempts to act chivalrous, she settled her head on his lithe muscles anyhow. “It's so awkward walking around on two hooves. Thank goodness I'm a pegasus!” He fluttered his fully opened wings, using them for support whenever he tilted.

“Hush now,” said Redheart who caried a medical bag with her.

“Yes ma'am!” He carried her to the bed, playfully tossing her onto it. She bounced a couple times, pulled open her sack of tricks, fishing through a number of medical instruments until she pulled out a speculum.

“There are still some tests I'd like to run on you,” she explained to Sunset. “Or more like...observations. If you wouldn't mind? I think we'd all appreciate them dear,” She emphasized with a sultry lick of her lips.

Sunset laid on her back, spreading her limbs wide and meeting her eyes. “You plan to play gynecologist?”

“I'm skilled in many fields dearie.” She inserted the speculum in Sunset's marehood, and twisted until her glistening flower was fully revealed, already leaking from her folds and over her puckered anus. “Looks in order. But better test its smell.” She pressed her muzzle close and breathed in her sexual musk. “It's taste.” She lapped her tongue slowly over it.

The nurse bent over to better savor her dripping cunt, her dock raising her tail in response to her arousal, that lubrication dripping down her loins. Flash started to mount her but she raised a hoof. “Wait. I...want Shining to do it first.”

“Okay,” said Flash trying to hide his disappointment as Shining pushed him out of his way and took his place, lining his erection up with Redheart's winking vagina. “Um...is it okay if I do you, Sunset?”

“So I'm your second choice?” She narrowed her eyes, then softened. “Just kidding. Like I said, I'm not the jealous type. Sure. We're all friends here. Why shouldn't we enjoy each other to the fullest?” She was too ashamed to admit how only the pleasures of sex could bury the constant suffering she endured. She felt guilty, ashamed, weak. But this hollow shell was what the cult had whittled her down to. She relaxed with a low wheeze when he speared her, and Redheart suckled her teats as Shining did the same. The bed creaked as the stallions moved atop them, competing to see who could pleasure their mare first.

It was just like old times when they'd fucked the pair of Rainbow Dashes from this world and the other one. They were brothers-in-hooves, bonding over their sexual exploits. Pounding away on the wiggling and writhing mares, their hooves connected with a cheer, mounds jiggling each time they hammered into them.

Sunset's temperature was unnaturally cool, including the interior of her love tunnel which obviously made her self-conscious from her timid expressions, but he'd soon gotten used to it, content to simply be with such a lovely mare. “You're hotter than Tartarus,” he reminded her with a wry smile.

The stallions came at once, remembering how they synched in the past, white hot blast-after-blast blowing deep inside their lovers. Sunset wrapped her limbs about the pegasus to pull him close, kissing him fiercely, while Redheart's bun fell from its bindings, her mane swishing loose as she buckled and went limp as she gushed all over the bedsheets.

Redheart empathized with the pain Sunset was obviously in. It was one of the reasons she'd become a caretaker to begin with. “I think Sunset needs you both far more than I do.” She patted Flash's ass a couple times, and he pulled free in a slimy trail of semen and marecum, which she dove in to lick, hungrily cleaning both of their nethers to ready them.

This time Shining wrapped his hooves around Shimmer's haunches and lifted her up, sinking his cock into her snatch, while Flash sandwiched her from behind, impaling her plush ass with his dick. She shuddered between the pair who kissed her all over whole they worked her over, forehooves wrapped around Armor's muscular back as she bit into his shoulder.

Doing her best to make Sunset feel she was the focus of their ministrations, she continued to massage her breasts, suckling and pulling on them with practiced ease. Maybe a bit of sexual healing was exactly what the worn-down unicorn needed.

Sunset moaned while she continued to nibble on Shining's muscles, marecum dribbling down the pair of males and over Redheart's breasts. “Do it rougher,” she whined in a muffled voice, used to how violently the hybrids treated her. “Don't hold back even a little. Mess me up.” They drove deep as they could, picking up speed, fucking her hard as they could.

She shuddered and wailed, hammered back-and-forth between them, sweaty asscheeks slapping about, breasts bobbing so hard they smacked Redheart in the face, who simply tittered and continued to service her. Armor lost himself in the moment, slamming her hard onto his flared cock, which caused her to scream in a mixture of pain and pleasure when he struck her cervix. “Fuck me harder,” she demanded huskily. “Take charge of me.” Flash bit her neck, yanking back her mane.

Sensing they were close, Redheart sunk directly below Sunset, staring with a worm's eye view of their cocks slamming into both fuckholes, spurts of marecum and droplets o f precum dripping onto her face. She opened her mouth and stuck out her tongue to collect the release. They howled and so did Shimmer, a rain of spilled seed and vaginal fluids splashing over the nurse's face.

Splotches struck her eyes, which she sealed shut, continuing to cheerfully drink up load-after-load that fell her way. They intentionally pulled free as one, still holding Sunset in place, a mess of their spunk and her lubrication splattering all over Redheart's face and body, like a natural lather she rubbed into her coat and flesh, licking her chops. Shimmer panted rapidly.

Once they settled back onto the bed, Sunset slurped the nurse clean, while Redheart continued to stroke their stallionhoods, squeezing out every last drop. In moments like these they almost forgot the current state of Equestria.

After a couple hours of demonstrations Mother managed to talk Cherry Jubilee into continuing to seal their deal. She'd temporarily taken the couple's bedroom for her own, inviting her inside, and pouring her a glass of wine from the stocks inside. She discovered there were quite a number of kinky items within, she assumed Glimmer's, since Sunburst was pretty much a rice cake in the bedroom. “Make yourself at home. I certainly have.” She took a sip of her own spicy drink.

“My, I reckon this is quite a cozy little abode,” said Cherry after a few gulps of her glass, the southern accent she'd tried to bury slipping. She lounged on her side, letting her skirt ride up. “Why, a sweet little mare could be taken advantage of!”

“Indeed. You're rather reckless to come here alone.”

“Touche. I could order my army to move in and capture your entire cult. You appear to be quite beautiful under that cloak and mask? Please, sweetheart, won't you remove them for me?” She licked her chops.

Mother did as she asked, stripping down to reveal the crystal pony underneath, a brilliant rainbow of sparkly hues, matching a mane cut into a bobcut, her eyes sparkling with barely visible polygons. She'd been considered quite delectable once. Not that it really mattered to her now. She simply kept up her sensuous appearance out of habit. “And I could have you assassinated, hold you for ransom, use you in my experiments...but I think a partnership would benefit both of us far more.”

“Then let us seal the deal, sweetie. You look like you haven't been properly fucked in quite some time.” Jubilee removed her dress and tossed it aside, showing the garters and stockings underneath, otherwise naked. She had quite the voluptuous physique, eyes half-lidded as she spread herself wide. “...what's the matter? Not attracted to mares?”

In truth she had little sex drive left after she dedicated herself to fixing Equestria. Her mind was constantly consumed by all the wrongs in the world. “That's not the problem. Fine.” She'd do anything to aid her cause. Perhaps she could even bring herself to enjoy it. She recalled the techniques she and her twin Wet Nurse used to please Cadance when they auditioned to become part of Shining's harem, sinking her snout into Cherry's waiting cunt and muzzle-fucking her without ceremony.

Not that Jubilee seemed to mind her rather direct approach from her whorish moans and the way she threw back her well-kept mane. She grabbed the former maid by her head with both hooves, pushing her until her nuzzle was fully sunk into her sexhole, feeling it swish back-and-forth in a mess of her feminine spray. “M-mother...can't be your birth name!”

After she was finally released Mother said, “I used to be titled Foal-Bearer.” She didn't share hers or Wet Nurse's birth names with anypony. They'd tried to throw away their former lives when they entered Princess Cadance's services.

“Interesting cutie mark, too.” Her eyes rolled as Mother continued to flick her swollen nub.

Just like her sister the twins shared the same cutie mark; a pair of Venus symbols from astrology which denoted the female gender linked together. “Wet Nurse and I shared one-another's pain and pleasure. We did everything together. We were pretty much destined to be bisexual, at the least. I don't know if it was a way for fate to make us closer, or a cruel cosmic joke?”

“That's hot. Double the pleasure, double the fun. No wonder you were sought out by Cadance.”

“Not that it matters now.” She used her other hoof to grope Cherry's swollen mounds, which leaked beads of milk, reminding her of Wet Nurse. “I was trained in etiquette, singing, dancing.... All useless skills when Spike razed the Crystal Empire.”

“So bitter. So sour. But that has its own appeal. It's an acquired taste, sweetheart. I won't knock it.” She pushed the cult leader down on the bed, sat her wide squishy bottom down on her face and rubbed it in with a hearty giggle, dragging her puckered asshole and messy slit all over her face. “Wouldn't do to let you have all the fun!” She emptied the rest of the wine bottle over both their shapely frames, then sunk her maw into Mother's pussy, the pair drinking from each other's nectar-filled caves.

She lost track of how long they fucked like rabid rabbits, but it was well past dawn by the time they finished, rolling about in various positions, exploring their partner like they were a toy. The sheets were thoroughly stained with wine, perspiration, saliva, and marecum, the duo similarly drenched as they heaved and lounged out half-asleep to the tweets of birds.

She doubted Cherry Jubilee was the true mastermind of the Atrocity Exhibition. At best she was a decoy that could be replaced if necessary. But it seemed like their alliance had been sealed. She forced a smile. Should it all go as planned she'd have plenty of time to study the Necronomicon further. Still, something unsettled her deeply.

The holes temporarily opened between Equestria and that other world allowed the Smooze to breach that weakened barrier that separated them. Certainly it could only make small intrusions now. But eventually? There would be no way to stop it, the abomination far more powerful than before, now that it had likely consumed all life from an entire planet...

Author's Notes:

Bit of trivia: Cherry Jubilee was originally going to be used in Suri Polomare's place in the prequel as head of the Flesh Factory, but I chose the latter since she linked well with Rarity. Had Applejack survived instead up to that point maybe it would have been reversed?