Over the next few days Time Turner continued to scan the magical energy signatures, pinpointing the possible routs the cult could have taken, until she was convinced they must be at least near the Atrocity Exhibition. She marked the map with a circle which showed their likely radius. “Trouble is, if they have made an alliance an entire army now backs them.”

Shining Armor stood in the doctor's laboratory, surrounded by schematics, test tubes, beakers, and all the other instruments he would expect from such a place. Not to mention all the weird mechanical equipment he couldn't help to understand. “I see.” He considered his options, Derpy hovering close to them. “Could we successfully launch an attack on their nation?”

“It would be a suicide mission,” she answered darkly looking over her glasses.

He knew it to be true. Fancy Pants had attempted to send an army there before, before deciding the loss of life would be too great for little return, despite all the mares that were likely suffering within its walls. They'd had no choice but to leave them to their horrible fate. The furs on his back bristled at the idea. He'd always had far more honor than sense.

“The Atrocity Exhibition is a symbol of evil. It must be smashed if we ever hope to return Equestria to a state of normalcy.” He raised his head with pride, steeling himself at the thought he could vanquish perhaps the greatest evil that still remained.

Time Turner covered her mouth as she coughed. “I'm okay,” she said as her concerned assistant fluttered to her side. “Just a little...under the weather.” She studied her tired reflection cast in the sheen of metal from one of her half-finished contraptions. “Talk it over with your crew. But be honest. Not all of them might be so quick to throw away their live's on a fool's crusade!”

“We've done the impossible many times before, and we'll do it again.” He meant it, too.

Derpy looked between the,, recalling her own experience at the Flesh Factory. “We should help those poor prisoners if we can! I'm with you!” She wasn't much of a fighter, but he admired her loyalty and enthusiasm.

Time Turner shrugged, swearing she could hear cloister bells ringing somewhere. “Very well. Convince the majority and you may count me in.” She couldn't cower in a lab forever. She would have to face her imminent mortality eventually.

He decided to summon everypony for another meeting. His gamble could cost all of them their lives. But if the cult really was there, with the Necronomicon in their possession, could he really let this stand regardless? He simply hoped ther was still a chance to save Starlight and Sunburst too. They had done much for the resistance. Time he repaid their efforts.

He stepped outside into the villa where his troops were lined up, weapons in hooves as they performed their daily exercises as one, directed by Flash Sentry and Fleur de Lis who had apparently returned to her role as an elite soldier. Further on he saw Trixie practicing her magic with Fuschia and Lavender in their usual routine. Then there was Tree Hugger who sat in a circle holding hooves with the Cutie Mark Crusaders in the rustling grasses, humming a mantra as she helped them center themselves.

Vinyl and Octavia put on a small concert for the locals with their back up dancers, Lyra watching in front of the crowd like usual. He figured Redheart was back in the hospital wing hard at work like usual, Rarity was probably out shopping to take her mind off things, and Capper was likely trying his luck with the local mares. With Pinkamena, who knew? She came and went as she pleased, often popping up in unexpected places, but thankfully she was harmless to her allies.

That left Sunset Shimmer who he spotted dozing peacefully under a tree's shade. She stirred on occasion, nose twitching, grumbling from an ache even the painkillers Redheart provided could only dull so much. The nurse had warned her to use them sparingly, fearing she would become addicted. He draped himself around her, pulling the second love of his life close to him.

He'd let them all have a few more hours to themselves. Then it would be down to business.

It hadn't taken long for Mother to settle into her new domain. Her horn started to shimmer and twitch when she read words from the black tome, but she refused to cast a spell yet, knowing that with how weak she was it wouldn't take much for the demonic entity even in its weakened state to possess her. Far greater minds like the parallel Twilight had their spirits consumed by it.

She closed the book and tucked it away when Cherry Jubilee arrived for her daily visit to see how she was getting along. They would retreat to the bedroom, have a few drinks, and she'd mechanically make love to the sultry mare, hoping that should she satisfy her quickly she'd get lost that much faster. Not that she minded the sex, but it seemed inconsequential by comparison.

After a few drinks she told Cherry about her foalhood, how her parents considered the sisters freaks of nature when they'd developed their cutie marks at such an absurdly young age, and even called them perverse when they discovered the way pain and pleasure were linked between the twins. They were given up for adoption and almost separated.

It was their first taste of how cruel Equestria and its denizens could be. They had vowed to remain together forever after that. It was a stroke of luck that their beauty had caught the eye of Princess Cadance who took them int her service. The maids had even picked the same job and lover rather than be separated, forever co-dependant on each other for support.

She shook away such reveries, the clothes practically torn from one-another, addled by shared lust. She rolled with her, laughing for the first time in a while, hooves wandering aimlessly over each other, tongues darting and dancing clumsily.

Their sticky clams kissed, trails of marecum connecting them in translucent strands, hips bucking each time they slammed and grinded into each other. Jubilee suddenly rose atop her, pressing her crotch hard as she could against her cunt with a triumphant grin. Mother simply relaxed under her sweaty form, eyes widening as she felt like something had suddenly wiggled into her snatch. No, it had to be her imagination. She was simply being paranoid, starting to lose touch with reality.

She suddenly felt rather dazed and sleepy. Had she drank too much? Her senses dulled further. Her head swam. “W...what did you do to me...?” She tried to rise from the stained bed, toppling onto the floor with a thud, her frame growing heavier by the second. Her stomach gurgled and turned, drool leaking from the corner of her maw. Was it poison...?

She tried to focus on Cherry Jubilee who stood over her, laughing. “Oh, you poor little fool.” She emptied the contents of her wine glass over her face. “You'll understand, soon. Not that it matters, little missy. Your wonderful new life is about to begin!”

“Pestilence...Starlight...Bon Bon...” She tried to call for help but it came out as a hushed whisper. Hooves clawed at the floorboards while she desperately tried to crawl away. A hoofkick to the head finally made her black out.

With the assembly called Shining Armor stood before the village at the town square, the map placed upon a stand behind him. He alid out his plans for the attack on the Atrocity Exhibition, and at Time Turner's insistence stressed the odds, which made even him have second thoughts. Most of the surviving mercenaries had taken their share of the wealth and left. Just as he'd expected. They hadn't signed up for a suicide mission. But he always put honor before reason and especially profit.

“...I won't blame anypony that wishes to back out. We may not be able to win this one. But I have to try!”

Trixie was the first to waltz forward with her sidekicks close at hand. “You're absolutely right. This isn't our fight! Sorry, but I'm no heroine. Trixie fights for her own reasons at the time of her choosing! We'll wait here...in case you come back.”

He frowned but nodded, not too surprised. She could be quite brave and even noble when she wanted to, but that selfish streak of self-preservation had never left her. The trio walked away from the restless crowd and made their exit.

Next it was Vinyl Scratch who said, “We don't intend to leave the force, but we're sitting this one out, too. This is crazy and we're not about to throw away our lives! Isn't that right, Octavia?”

With a reluctant nod Octavia said, “We too shall await your return. I have this terrible premonition.” She touched her heart and listened to its uneven beat. “However, I know you won't disappoint us. Lyra, come along.”

“No. Bon Bon could be there.” Lyra dug her hooves into the dirt and refused to budge even when Tavi tried to pull her. She was practically in tears. “It's my life, my choice! Running away with tails between your legs if you like, I'm not afraid to die!”

“It's not like that,” insisted Vinyl with a scowl at the accusation. “I just don't like this plan.”

“I know you're not afraid Lyra,” said Tavi. And that's what worried her. She was so wracked with grief and a desperate hope their old friend could be saved she almost had a death wish. They never should have allowed her back into the force.

Lyra coldly turned her head from the pair of musicians. “Let's go Tavi,” insisted the DJ.

Octavia wiped a solitary tear from her cheek, fearing this would be the last time she saw her. She didn't want to end their friendship like this but doubted she'd listen to reason. “Take care, Lyra. We love you.” The pair trotted away.

“You know this isn't my scene either,” said Capper who pulled his whiskers. “Maybe if I my airship back...”

He waited a moment overlooking the rest of his troops. A number of soldiers and volunteers also bowed out, but Redheart was the sole one that spoke up. “My place isn't directly on the battlefield. But I'll be here for you, too. Still dear...there are some ponies I don't think should participate due to their condition...” She shot subtle looks at Sunset Shimmer and Time Turner.

He understood her reservations. He was tempted to ask Derpy to remain here for similar reasons. No use throwing their lives away if it was a futile task. However, he couldn't afford to think that way. He offered them one last chance to turn back, and when there were no takers, he ordered them to march, Flash and Fleur saluting him, then snapping to obey.

They piled intontheir wagons, and the procession moved out, with him in the lead. Sunset and Derpy were seated by his side, the former laying her head on his shoulder, while the latter opened up and read letters from a sack. He recalled their assault on the Flesh Factory. But they'd had Spike then. Their greatest weapon. Did they really have the resources to pull this off?

At least Time Turner promised a surprise that would help even the odds. She was infuriatingly secretive like always but he didn't press her. She'd always come through in the past no matter what form she wore. His mane billowed in the wind as the road rapidly passed by. He embraced his soft and supple mares, soaking in their warmth as they headed onward.

Unaware of how much time had passed once she finally came to her senses, Mother took in her new surroundings, seeing what looked like a changeling hive, only far more grotesque. Piles of bones from various creatures littered the caverns. Good dripped from teeth-like rows of stalagmites. Cocooned above were ponies, dragons, griffins, hyppogriffs, and any other number of species, changelings buzzing about and ripping chunks from their flesh or siphoned out their blood with slurps.

She was similar bound by strands upon a stalactite, Starlight and Sunburst locked on separate spires next to her. They were covered head-to-hooves save for their eyes and nostrils, facing a grotesque monstrosity which stirred, having embedded itself within these caverns. It was like a wall of tentacled flesh with a single, giant eye which studied them.

Cherry Jubilee sauntered up from the shadows with the Necronomicon in hoof. “Welcome back, sweethearts.” She moved closer to the trio, sliding down the bindings around their mouths so they could speak. “Forgive the poor hospitality.”

Mother stared in wide-eyed horror. “What did you do to me...?”

She sighed. “Not that again.” She laid a hoof upon Mother's belly which had swelled a bit. “Can you feel it? What you'd probably term a 'parasite' growing inside your uterus. It crawled from my womb to yours when we last made love.”

Suddenly Mother felt even more nauseous. She could indeed feel something subtle squirm within her core. When their slits had touched she must have let it worm into her. How could she have been so stupid?! She'd been expecting some sort of overt attack, or perhaps a knife in her throat or a pillow smothering her while she slept, but nothing like this.

“Don't worry sweetie.” Cherry rubbed her own stomach. “I still have one inside me, too.”

Sunburst studied the creature then her. “You're no more than a mouthpiece for that thing. Does the host die once a parasite infects it?” Mother shuddered, suddenly quietly weeping, while he fished for information.

Jubilee shook her head. “No, she's merely dormant. Although I can draw on her memories and replicate her personality.” She giggled. “The cult set up all these breeding camps many years ago. You should have done more homework, sweetie.” She tapped Mother's cheek. “This one split off and went underground for quite some time.”

He narrowed his eyes. “Atrocity Exhibition. Why the portentous name?”

“The former cult leader loved her literary references from what I understand. Probably taken from some book she read in that other world. Even if she wasn't Equestria's Twilight Sparkle, you couldn't bear to think of her as anything even resembling your old friend, and so you'd call her the enemy, the nemesis, your adversary, whatever allowed you to dance around the facts!”

Starlight darted her eyes about the cave. “Let me guess. The changelings are all infected, too?”

“Indeed. They're busy little workers here, and without love to feed on, we had to alter them to feast on fear, instead. Unfortunately only females have the proper equipment to carry are spawn. With a name like Mother you'll make a perfect broodmare! It's like you were born for this role!” Mother retched in response, the walls of her womb squirming.

Tentacles suddenly lashed out from the abomination, coiling around Sunburst as they ripped him free. “I'm not sure who's the luckier one! Males will provide excellent sustenance for our kind...” The wall of slimy flesh opened to show a black void filled with uneven rows upon rows of razor-sharp teeth already stained in blood. “While females will be filled to the brim with spawn!” Her laughter echoed to light up crazed eyes, her current vessel little more than a fleshy puppet.

Starlight thrashed in her bonds haplessly, seeing her lover slowly be lifted away. “Damn you!” She looked to Mother. “This is all your fault!” She knew Sunburst's magic was far too weak to break himself free. “If not for this neutralizing ring...”

Mother stopped sniffling, recalling the magic incantation. Whatever their past grievances they were temporarily allies. When she spoke the alien words they sounded like babble. Upon their completion the ring around Glimmer's horn was momentarily rendered no more than a thin sliver of metal, which melted away when the full brunt of her magical energy was unleashed to free herself. She burst from the web-like bonds, peeling them apart like she was unraveling fabric from a dress.

Unfortunately by the time she was freed, Sunburst shot her one last look, mouth words she couldn't hear under the explosion of power to let her knew he loved her, and was tossed into the maw of the beast. It bit down with a crunch, scarlet flowing from its jaws as it gnashed away on bone and meat. She screamed, taking aim with her horn and blasting away at the monster.

It sizzled and smoked and shrieked. Tentacles lashed wildly, but she leapt from side-to-side to avoid them, mouth drawn and eyes narrowed as she poured on all she could muster from her reserves. She didn't care if exertion killed her. This thing had to die!

Sediment rained from the quaking interior as the monstrosity embedded in its walls thrashed, stalactites and chunks of rock crashing with echoing thuds, kicking up thick clouds of dust. Cherry Jubilee ran for cover, dropping the Necronomicon in her haste. Mother simply laid there, even after her bonds shook apart, landing on the cavern floor and continuing to weep.

A swarm of changelings buzzed as they fluttered towards Glimmer. She continued to dodge them, teleporting with a blink when necessary, constantly pouring on more lethal blasts of concentrated energy which seared into the cooking, bubbling horror, its eye now a melted mess that puddled before it. It tried to retreat deeper into the recesses, but she poured on even more power.

At the same time that played out Shining Armor's forces had piled into Time Turner's caravan like she instructed, which she claimed was merely the appearance it had taken due to what she'd dubbed a chameleon circuit, the experimental craft's interior proving far more expansive than its exterior like expected. A small army was now huddled inside.

“I'm afraid it wasn't meant for short, localized hops. I planned to explore other worlds with it you see,” she explained mostly to her assistant Derpy who she liked to show off her knowledge and skills to. “I'll spare you the techno-babble!” She mostly just make a bunch of gobbledygook up anyhow rather than recount all the tedious, incomprehensible details.

What mattered was that they had arrived in the midst of the enemy lair. This was the moment of truth. The moment they stepped out alarms were already blaring. “Damn!” Shining readied his white broadsword. “We've already been discovered?!”

“I think not,” said Time Turner. The inside was pretty similar to the Flesh Factory; numerous stocks where battered mares were lined up to be bred relentlessly. She used her sonic device to point at the slavers who were at war with the cultists. “I don't entirely follow, but we can use this to our advantage. Free the slaves and bring them back here.”

She'd expanded the radius and power of her tool, aiming it at whatever security device she came across, and disabling it with a hiss and pop, the vibrations it emitted fusing circuits. The metal corridors clanked under hooves, cast in a demonic shade of red to denote an emergency. Derpy fluttered nearby as they stalked further into the madhouse all around them.

Stocks opened all over with a click, padlocks fell away, and a number of mares ran for freedom, while others stumbled or couldn't even move. Shining, Flash, and Fleur moved in to protect them, backed by squads of soldiers assigned to each of them. As his oldest and most trusted soldiers they would serve as his lieutenants and deliver orders when he was absent.

Gunfire erupted in the distance with a steady staccato. The Cutie Mark Crusaders opened fire back, smoke and flames rising around them, sprinklers going off overhead. “Take that punks,” called Babs Seed. “You like that?!”

Rather than focus on fighting, Sunset tried to keep her head down, guiding the lost and wounded slaves back to the caravan. She watched them with a pained expression, laying a hoof on their backs. “It will be okay. We'll take care of everything.” She was helped by Rarity and Lyra who used their lit up horns to raise a barrier in case a stray bullet pinged their way.

Pinkamena picked off enemies from the cult and slavers alike, emerging from the shadows to cleave them apart with her sword, simply to dance back into the darkness afterwards. Tree Hugger took up a rifle once more, along with her old open brown vest she'd decorated with various buttons and round red spectacles, flanked by Mr. Bear and a few other animals that insisted they help her. Just like Fluttershy she hated to endanger them, but knew they could use every bit of help they could get.

“This is merely the top layer,” reminded Time Turner, stifling a cough. “I've tracked a great surge of magic below.” She nodded to a forcibly opened hatch. “Looks like the cultists have already provided us with a pathway!”

Shining Armor weighed his options, now splattered in flecks of blood. “The main bulk of our forces are needed here. Our priority is saving the slaves. If you do head down there...take care.” He looked thoughtfully to Derpy, never understanding why Time Turner put her in such constant danger. Surely there was a better way to educate her and show her Equestria?

He ordered a small squad of soldiers to escort them, Fleur galloping to the front. “Allow me.” He reluctantly nodded, wondering if she was hoping for a potential shot at the cult's leader, and hoped she'd be able to keep a clear head. While the unicorn usually appeared dainty, she'd taken up the old enchanted armor, helmet, and spear she once carried.

An alien heartbeat sounded below. They descended into the abyss.

Author's Notes:

And another one bites the dust. You had a good run Sunburst...