Another small meeting was called by Shining Armor to track the cult's current movements and their next course of action. He looked between his lieutenants, like they were his knights of the round table, much like Fancy Pants had carved out to make them feel equal. The map was laid out between them. He brushed a hoof over the northern area. “There's only so many places they could go without doubling back, and with so many currently on the hunt for them southward, that would practically be suicide. So that most likely either leaves the Crystal Empire...or the Atrocity Exhibition.” He shuddered.

Capper tapped his cheek. “Even they aren't that crazy? Or are they?”

“I think they are,” cut in Time Turner who stared over her spectacles, her cheeks lined with age. “With a handy device I knocked up I can track magical energy, all of which leaves a unique signature.” She presented her modified sonic device. “It certainly appears they were headed that way! Perhaps they are allies? If so, they're more dangerous than imagined...”

“Not from what I could tell when I was with them,” admitted Sunset Shimmer. “However, it's always possible they intend to forge an alliance. Rumor has it that nation has stockpiled enough weapons to wipe out Equestria many times over...”

“Damn!” Diamond Tiara slammed a hoof on the tabletop. “I wanted to believe they're on the verge of extinction!”

“They will be,” promised Fleur who narrowed her eyes. “I shall see the streets run red with their blood!”

“Never mind that,” said Lyra with wide eyes and a frown. “We have to get Bon Bon back!”

“It's like Bon Bon would say; there's more at stake,” said Vinyl who cast her a concerned smile.

Soon the familiar debates broke out. He lost track for a moment, drawing inward, thinking of Flurry Heart. Sunset placed a hoof over his own, and likewise Flash patted his shoulder, understanding the burden he was under. Shimmer had kept the force together before, made most of the plans he simply okayed. But now? She probably didn't have the strength. Nor would he think to push that upon her. He wasn't the smartest pony by any means, but he'd do his best for everypony's sake.

He decided they would stop at the next village to rest and recuperate. His troops certainly seemed to need it, and he couldn't afford to rush in and risk getting them all killed, no matter how much some of them like Fleur were eager to spill blood. Not that he blamed her. Like all of them she was simply dealing with the pain in her own way. He breathed a heavy sigh.

Eventually he called the meeting to an end and everypony started to clear out. Sunset hovered by his side, seeing his stoic expression start to crack. Her eyes watered too. “Shining Armor, it's okay to cry. Who could blame you?” She hugged him to her bosom as he finally broke, weeping openly. “No parent should ever have to outlive their foal.”

Across the table was another pair who hadn't left. Time Turner turned the wand-like tool over-and-over in her hoof, meeting her assistant who fluttered at her side with a weary smile. “I'm old,” she said to herself. “All that artron energy I used to regenerate through all those bodies is catching up. Now it's like so many years are crashing down on me all at once.”

Derpy quirked an eyebrow. “Huh?”

“Oh, nothing. Just an old mare's ramblings.” She chuckled. “I'm so tired.” She wasn't long for this world. All the dangerous experiments she'd been doing over the years hadn't helped. They've shaved decades off her life. But they were worth it for all the lives she'd indirectly saved with her inventions, right? “You've done really well, Derpy! I'm proud of you!”

“Thank you, Miss Turner!” She wagged her tail happily. “What can I do to help?”

“No projects for the moment. I think we've both earned a day off or two.” She patted Derpy's back. In truth she was usually so bored she had to be working on something at every moment, but even trotting made her bones ache these days. She'd managed to hide it so far, but each day that passed made it a little worse, forcing her to widen her smile and pretend it was all okay.

Derpy frowned as she watched Time Turner and Shining Armor leave, unable to stop staring at his muscular flanks as he walked away, practically drooling. “Oh!” She blushed, seeing Sunset grin. “H-hello, Miss Sunset Shimmer!”

She waited until they were out of earshot. “You've got it bad for him, huh?” She laughed sympathetically. “Hey Shining!” He cantered back that way, and Derpy tried to shrink inwards. “There's something Derpy wants to confess.”

“Um...I wish we could take bathroom breaks more often.” She made up a quick but weak lie.

Shimmer shook her head. “She has the biggest crush on you. I can tell.”

“N-no I don't!” She covered her face with both hooves in a foal-like manner.

He smiled weakly. Not that Derpy wasn't rather cute, but she was way too innocent for him to think of her in that way. “I...I see.” Sunset nudged his barrel. “Um, maybe you'd like to join us for dinner?” He shrugged.

“R-really?! I mean, sure, if that's not a problem.” She fluttered faster and her tail swished wildly about. Her wide butt knocked a chair over and she blushed. “Whoops! Sorry!” She flew out of there before she could embarrass herself further.

Shining and Sunset shared a smile, thankful Derpy could still lighten the mood.

Tree Hugger had temporarily forced her pack of animals out of her room for some much needed peace, as they tended to get rowdy when cooped up too long, and when some refused to comply she applied the Stare, which forced them to back down and obey. She didn't like to do that and wasn't on Fluttershy's level skill-wise, but she was thankful she'd shown her how. It was more a matter of understanding creatures on a spiritual level, really. Luckily, she was a rather spiritual mare!

She sat in a circle with anypony who attended her daily sessions, where she'd teach them her meditative techniques, and more importantly they could get fucked up on drugs. Not that she needed them as a crutch anymore to deal with suicidal depression. She ssimply liked the way they made her feel, at least in moderation. Well, moderate by her standards!

Diamond Tiara, Babs Seed, and Silver Spoon were there as usual, the first two to get high like always, the latter to keep them from going overboard. Capper was another constant attendee, hoping to get laid some more by any mare there who'd take him up on the offer. Vinyl Scratch also came but hadn't been able to talk Octavia or Lyra into it today.

“Sure sucks there aren't more stallions here,” whined Babs.

Capper pulled on a whisker. “A cat is fine too.”

She groaned. “Not what I meant. The female-to-male ratio's way too high!”

“I think it's fine,” he said with a lick of his chops. “Less competition. Not that many stallions could keep up with me.”

“No, she's right. This sucks.” Tiara always had trouble meditating on the best of days. She was too high-strung. “Don't trust those mercenaries, and as for Shining's soldiers, most of them are far too 'noble' for that.” She rolled her eyes. “You know what I think would be more chivalrous? A stallion who's ready to give a poor mare a proper rutting!”

The bead curtain in place of a door that Mr. Bear had destroyed in a horny fit was brushed aside when Trixie entered. “Perhaps I can help with that.” Now that Beatrix and Flurry Heart weren't about she felt comfortable prancing about without her leotard, and even removed her starry cape, but she kept her starry hat, shoulder-high fingerless gloves, and thigh-high boots on. “My...counterpart from that other world was taught this spell by...somepony.” She didn't want to mention it was their former nemesis. “It's pretty complicated, painful, and leaves you exhausted the next day, so I don't use it often, but...”

“Enough with the build-up! Put up or shut up,” demanded Diamond.

“Pfft. No sense of occasion. Trixie forgives your ignorance.” She mussed up Tiara's fine ringlets condescendingly, making her growl. “It may seem a bit weird at first, but trust me.” A horn arose from her temple, and she waggled her fingers while she cast a spell, more for effect than anything. Granted, it helped her concentrate! She grit her teeth, weaving the odd bit of magic, weaving while her clit started to swell before her startled audience, the engorged nub extending outwards.

She shrieked and whined but didn't back down, at first carving herself out a penis the size of a human male's,but she pushed it further despite the tortuous strain, until it swelled to a stallion's shape, length, and girth. She huffed once she finished with a flush. “I like to use this spell on my sidekicks when they're good.” She smirked at her assistants Fuschia and Lavender who stood behind her. “Or when they're bad.” They weren't certain whether she was joking, despite her playful wink.

“Ooh,” cooed Lavender. “Do the double one!”

“Double! Double!” Fuschia cheered with her partner, holding hooves. “Go big or go home!”

Trixie rolled her eyes, more playfully than anything. “Fine...” She worked the same spell, knowing she'd pay for it terribly tomorrow, but right now all she could focus on was the searing pain in her loins. Another stallionhood emerged from under the first one, but her vulva still remained. Precum already dripped from the tips, both tools eager to be used once more. She wasn't certain how they could cum without testicles and figured they were internal. Thankfully she'd found they couldn't impregnate a mare. However, it felt unbelievably amazing each time she blew her load into an all-too willing female.

“So...” She looked between the stunned onlookers. “Who wants to ride first?” Lavender immediately lined up in front of her, face down and ass raised, sticking her tail up to present herself. Fuschia stacked herself in the same manner atop her, leaking marecum on Lavender's tailhole. “Very well. I suppose Trixie can provide her captive audience with a proper demonstration!”

With a grunt she mounted the pair like she usually did, hearing them squeal, seizing an asscheek of Lavender's with her right hand and the left cheek of Fuschia's with her right. Seeing they were already sufficiently lubricated, she violently thrust in, their asscheeks slapping each time she punctured their warm fuckholes. She already like to switch between submissive and dominant moods in the bedroom; however these stallionhoods somehow made her want to show her dominance even more!

Thankfully the pair seemed to relish her roughness, her nailed fingers kneading their soft and supple cheeks. “You like that bitches?!” She spanked them repeatedly, tongues lolling from their maws and eyes rolling into their heads. Lost in the moment, Fuschia started to suck on Lavender's horn, deepthroating it, making her wail even louder as sparkles of magic coated her mouth. “Prepare your conquered foalholes, because the Great and Powerful Trixie is about to fill your wombs!”

“Please Mistress Trixie,” the pair begged with whorish moans, constricting around her dual shafts.

“This is pretty hot,” admitted Babs who decided there was no point being shy and reached a hoof between her thighs.

“Y-yeah,” said Spoon who did the same to Tiara, who shot her a look but decided to roll with it, reaching to stroke her sidekick's moist slick and swollen love button, too. “I want to be ridden like that...”

Worked up by the show, Vinyl settled onto Capper's lap, wrapping her limbs around him as she started to bounce atop his cock. He purred agreeably, their tongues locking in a wild, messy manner. When their mouths temporarily withdrew in strands of saliva, he started to speak, simply for her to say, “Shut up and fuck the absolute shit out of me, player.”

He nodded and clawed into her pert buttocks, watching the show while she repeatedly slammed atop him. She used her horn's magic to toss aside her shades so that they could better see each other's eyes while they copulated.

Tree Hugger's eyes were bloodshot by now from her latest high, disappointed and feeling left out. She raised a hoof to her mouth. “Oh Mr. Bear! Like, I could really use your help right now, if you know what I mean!” His heavy bulk dutifully bounded in, and he pounced dominantly on Hugs, who chuckled as he drove his way into her and started to fiercely hump away.

Trixie finally finished inside the pair, painting the walls of their wet wombs, and then pulled free, wiping her dicks on their panting and pinkened faces, smearing them in an excess of cum. “Good mares!” She slapped their asses again.

Atop her caravan sat Rarity who was lost in thought like always. The fire ruby bounced atop her bosom, and she fidgeted with her latest creation, a silk scarf she could later have imbued in magic runes. She tried not to think about all she'd lost. But knowing that Capper was probably busy with some other mare didn't make her feel any better. “Everypony sure is lively, are they not?” She sighed, biting her lower lip. “It's a shame it takes such a tragedy to bring us all together.”

Pinkamena repeatedly used a washcloth to polish her sword, more to have something to do. “Yeah, I suppose so. Hey, isn't that-?” She stood and waved a hoof. “Hey Fleur! Why not come and join us? You're not doing anything!”

Fleur heaved her shoulders, hopping from wagon-to-wagon, stopping next to the pair. “Despite the circumstances, it is nice to see the pair of you once more.” She took both of them by the hooves and kissed them. “Sorry I've been distant.”

“It's perfectly understandable.” Rarity hesitated to even bring it up, and wasn't certain how best to phrase it. “Fancy Pants was a close friend and a wonderful stallion. If there's anything I can do, anything at all...”

With a shake of her head Fleur said, “All I want is a shot at the cult leader. She snuffed out the light of my life.”

Rarity touched the cracked ring that sat at the base of Fleur's horn. “We should reach civilization soon. Some of these settlements are so small they're not even marked on most maps. Perhaps we could have a bath and massage there...?”

“Sounds spiffy,” cut in Pinkamena who stretched panther-like. “Your tushy must be sore sitting up here all the time!” She lifted her old friend up and raised her face close to take a look, making her redden. “Ooh, even your cute little buns blush!”

“Pin-kie,” she groaned with narrowed eyes, but Fleur covered her mouth with a hoof, a rare moment these days where she actually giggled. She tittered with the pair. “Well, Spike certainly seemed to appreciate it...” She'd do anything to have him touch her one more time. Even a hearty spanking wouldn't go amiss, her redness darkening as she fantasized a tad.

With a violent bump the procession pulled to a stop, and she nearly toppled off, caught by Pinkamena who beamed. She smiled up at her with a playful bat of her lashes, sometimes wishing Pie was a chivalrous knight to sweep her off her hooves. But pursuing that sort of relationship with somepony completely out of their mind didn't seem right to her. Plus, while she had no problems taking mares as a lover, she still wanted to settle down with a nice stallion, if at all possible.

They hopped down and entered the tiny villa nestled within the trees. Rustic farmers were hard at work, tending to crops, collecting eggs laid by chickens, and drawing water from wells. Not exactly her scene but AJ would've approved. From another wagon Lyra galloped out with a smile, always liking to tour any location they came across. Vinyl and Octavia were already carrying out musical equipment. It seemed they'd likely be here for at least a few days, gambling the cult would buckle down somewhere too. Besides, Shining and Sunset had agreed their forces could likely use the morale boost.

Derpy squirmed her bubble-butt atop a stool, seated at a small table with her hosts. Whipping up a feast for them with whatever she could find on hoof, and some more ingredients purchased from the villa, Sunset laid out dinner for the three of them with a smile. There were a number of steamed vegetables, baked rolls, fruits, and some mild wine to top it all off. “I'm far from an expert, but I hope you both enjoy!” She took her own seat, picking up a fork and digging in. The warmth filled a cold belly.

Each of them devoured their meals, helping themselves to seconds, feeling they'd earned it. Shimmer strained to light up her horn, trying to lift up her fork and feed Armor, only for the aura to almost immediately dissipate, the metal clattering on the tabletop. “Allow me.” He lit his extension, tossing a cherry in her mouth, then his own, playfully popping it between his teeth.

She grinned. “Why not do it for Derpy, too? I'm sure she'd really appreciate it!”

He blushed. “...all right.” He started to feed Derpy, who shyly struggled to meet his warm eyes, gnashing her food. She brushed a backhoof over his without thinking, her tail swishing back-and-forth. She was even more adorable than he thought. But he shook such thoughts away. She was far too innocent! He could never do something like that with a cutie like her!

“Thanks for inviting me, you too.” She stared at her now almost empty plate, took a swig of wine, and hiccuped, unused to such things. “But I wouldn't want to get in the way of your romantic evening. I don't wanna be a third wheel or anything.”

“Not at all,” said Sunset who squeezed Armor's hoof. “Would you like a night alone with him?”

Derpy tumbled off her stool, mismatched eyes spinning. “B-b-but-”

“Shiny's never been a one-mare stallion, even when he was with Cadance. And it wasn't his idea, it was hers. He used to have a whole harem of maids at his beck-and-call,” she teased the blushing stallion, unused to him acting so coy, which she simply found precious. “Not to mention me, Trixie, Fluttershy, Rainbow Dash, Pinkie Pie, Tree Hugger...”

“Wow.” Derpy settled back on her bottom. “You've been with lots of beautiful mares! How can I hope to compare?”

“Can't know unless you try! I'll warm up the bed.” She winked and whistled as she trotted off.

Shining Armor offered a hoof and helped the clumsy pegasus to rise. “We don't have to do this. Not that I'd mind, but we could just sit and talk, if you prefer.” Perhaps he'd had just a bit too much wine but he had to admit she looked lovelier than ever.

“No! I mean...” She shyly turned her head. “I...” She forced herself to meet his stare. “I want to!”

“Okay. But you can change your mind at any time. I wont mind.” He lifted her up with all the tenderness he could muster, pressing her to his muscular chest. He carried her back to his room, listening to her heartbeat, not caring who might see them. She shivered under his touch, basking in his warmth, giddy with what was about to happen. She'd dreamed about this!

Gently he placed her upon the bed sheets, and then he dimmed the lights, leaving a small lamp on which made her curves seem to radiate. Other than her unfortunate treatment at the Flesh Factory he doubted she had any real sexual experience. He'd start slow with her. She seemed to instinctively know what to do, laying back and opening her hips to beckon him.

He nestled atop her, using telekinesis to part her folds, slowly revealing her glistening sex. A trickle of marecum dripped down her puckered anus. His shaft started to rise from its sheath, and he slowly sunk it in, her unreserved moans echoing throughout the room. He kissed her lightly, softly crushed her mounds between his hoofs, hardening until he filled her long unexplored tunnel. He started to rock into her, and she wrapped her limbs about him, head to one side as she chewed on a thick pillow.

“I...I love you, Mr. Shining!”

He laughed. “Just Shining, please.” He gradually pushed in-and-out, savored the tightness and moistness of her love tunnel, the goofy faces she made as her features twisted in shameless bliss. Her wings unfurled to the limits.

“Mr. Sh...Shining Armor, you're the best.” She started sobbing, soaking the pillow.

He paused with a concerned frown. “Should I stop?”

Derpy shook her head. “I'm...I'm just so happy. This is what I've wanted for so long.” With a nod he picked up his face, her legs kicking about his back, hooves digging into his skin. She blinked away tears, licking his cheek in a slow, sensual motion. He kept plunging into her, slickness washing over him with squishy sounds, and he held back, making certain she was satisfied first.

She convulsed under him with a strained whimper, eyes rolling awkwardly in different directions, gushing over his crotch. He breathed in the overwhelming scent of her musk, his cock starting to throb as he grit his teeth. “I have plenty of,” he grunted. “Potions if...you don't want to be impregnated, but...should I...pull out...?”

“No. I-inside please,” she said knowing most stallions preferred it that way, and many mares too. He relaxed and let loose, snorting with flared nostrils as he spewed ropes of spunk into her slimy uterus. “Y-you're filling me up, Shining! Aaahhh!”

He silenced her with a long shared kiss, the pair riding out a shared orgasm, his finishing first as a second one wracked her. She went limp under him once her nethers stop quivering, and he pulled out leaving a messy trail between them, rolling next to her and holding her close. She nuzzled close to his chest already starting to doze off as he stroked her mane.

Dawn cracked to the sounds of chirping birds and crowing cocks, the grass moist with sparkling dew. Mother surveyed her own new territory, a similar small settlement, the likes of which popped up all over. With the loss of Las Pegasus there was little in the way of a centralized government. It was quite possible the remaining populaces would withdraw to protect their own interests or turn to squabbling between themselves. She wouldn't be surprised if civil wars broke out.

But she had cast her die. Cherry Jubilee had summoned the the populace to their town square and demanded they serve their new leader, those within this territory used to serving puppet leaders. “Yes, I do believe we'll both benefit greatly from this,” said Cherry who'd already been given the formulas to some of the less valuable potions so that they could be mass produced. She dared not play her entire hoof yet in case her newest allies had some treachery in mind once they were satisfied.

She allowed Starlight and Sunburst out for some fresh air, surrounded by cult members, hybrids kept on chains, and Bon Bon at all times, her eyes darting about under her mask like she expected a sudden betrayal at any moment. She couldn't let them see her cower. “Nice of you to finally let us stretch our hooves,” said Starlight with her usual biting sarcasm.

“Like it or not we have no choice but to play the hoof we're dealt,” reminded Sunburst who kept his voice low. “Much as I despise the cult of the nemesis, they're at least an enemy we know. This Atrocity Exhibition is an unknown factor.”

“I know what I'm doing Pestilence,” said Mother who hoped if she repeated it often enough it would prove true. Sometimes she worried she really was just another common pony in over her head. But she k new such self-doubt would do her no good. “Of course I can't allow you to wander freely...but you may travel the village as you wish with my escorts.”

“How gracious,” said Starlight, who still balked when the cult leader shot her a dark look, fearing she'd have the hybrids descend upon her again. “So...where to, Sunburst? Fancy a nice meal or something?”

“No preference,” he admitted. “A warm meal sounds fine.”

Mother nodded. “The rest of the day is yours. I'll summon you tomorrow if you're needed.”

She kept Wet Nurse's diary near, drawing comfort from it, and once she took shelter privately in a hut, she cracked open the Necronomicon, working to parse more of its strange writings. It was tedious but strangely rewarding work.

Her mask and cloak were cast aside. She studied her tired face before a large mirror as the sun continued to rise. She wished Sunset Shimmer was still hear for her to talk with. She'd had such a big heart she'd tried to make her turn back, but the moment that parallel world had been invaded by the Smooze, she'd barely spoken a word to her since. And now she'd lost her.

Author's Notes:

A nice, mostly relaxing chapter, which also allowed me to set some more stuff up, and hopefully flesh out a bunch of the cast a little more. Also, Derpy finally gets lucky!