A/N: Hey, great news, this chapter is long as hell. i hope you all enjoy. !!IMPORTANT!! This chapter has clop. It will feature Rainbow Dash and Fluttershy. If you do not wish to read it, skip the part and continue, this part does not matter to much to story. thank you and enjoy.

Princess Luna walked the empty halls of Canterlot Castle to a destination known only to her. Celestia had asked for her to meet her in a room the two had not been in together. This room had not been used for over three hundred years, since the last war in Equestria. Luna had no knowledge of the room.

The door to this room was guarded by one Day Guard and one Night Guard. The two opened the double door and allowed access to the room. Luna walked in to find four beings already there. Celestia and Shining Armor came as no surprise, for Shining had been the one to deliver the message. The third being was the griffin king, King Gwilym. He was dressed in royal regalia, sporting a crown and partial suit. Over his suit were armor and a sword on his hip. The last attendee was a dragon. The dragon would have been bigger, but he was only there thanks to a spell. He could speak and be present, while being miles away.

“Hello Luna. I’m glad you could make it. This meeting between the kingdoms of this world can now come to order,” Celestia said, turning her attention back at the group as a whole. “I’m going to cut straight to the point, a patrol of my Royal Guards were patrolling the southern most region of Equestria when they discovered an army.”

She stopped talking to allow this to sink in. King Gwilyn and the distorted dragon had a look of shock on their faces. Shining Armor would have to, had he not already been informed prior to.

“The size of the army is unknown, but it is massive. It consisted of every type of pony, diamond dogs, griffons, and dragons. I know that neither of you are responsible for members of your species to be in this army. What I do want to know is who is in command of this army?” Celestia stated her face not the loving site all her subjects have come to know.

“I know who it is,” Luna said, startling the griffon and dragon.

“And who might that be?” King Gwilyn asked, skeptical of the lunar princess.

“The alicorn Blackwing. I had the unfortunate pleasure of meeting him once. He plans on taking over the world, by first disposing of me and my sister. He will more than likely attempt take over of all the parallel universes. He is mad with thoughts of complete control, and will not be stopped by normal means,” Luna said, her face serious and her mind racing with what she should do next.

“And why should we believe you? You are pregnant with somepony’s child and not married. You have not been here for the past thousand years, and tried to take over once, so I am not trusting of you or what you have to say,” King Gwilyn interrupted, shooting venom out with each insult to Luna. Luna didn’t take to being talked that way by the griffon lightly, but before she could say a word, the dragon talked.

“So what of her pregnancy, she still does her duty. Female dragons don’t stay with the male unless it is absolutely necessary. And I have lived for over a twelve hundred years and know that I trust the Night Princess. I trusted her before her temporary corruption by the darkness. I believe her story, for only an evil alicorn could raise an army of exiled and weak,” the dragon defended Luna, earning a smile from the princess and a scowl from the now quite griffon.

“So we are in agreement that this new threat is Blackwing and should be stopped. Now how will it be done?” Celestia asked the counsel, needing input.

“First we need to properly count the enemy,” Shining Armor said, stating the obvious. “We will need volunteers to go on this though; I don’t want to send any who do not wish to go.”

“I say we only send griffons then. All my warriors don’t fear death and never will. They will gladly do the mission,” King Gwilyn proudly stated.

“No, your griffons would be killed to easily by the enemy dragons, so I will send my swiftest dragons to survey the enemy. Nothing will stand in their way,” the dragon stated. And now the whole room was in an uproar on whose forces will go. None of them noticed that Princess Luna had left the room until hours later.

Luna had enough of the squabbling, it was upsetting and stressful. Not what she needed in her current state. She quickly returned to her room and locked the door. Luna knew who should do the surveying, and looked at the necklace around her neck. She pressed the button on it and waited.

Anthony was sitting in the same position for the past hours. Ever since Scarlet had kissed him, he had not moved. Night had fallen and Scarlet started the fire. She hadn’t noticed the lack of movement from the unicorn, and didn’t notice a red flashing light coming from the wagon until she looked at it.

“Um, Anthony what’s that blinking light about?” Scarlet asked, snapping the unicorn from his trance. He looked at the light and his eye went wide.

“I have to go, but I’ll be back in few. Don’t leave this wagon or this camp, no matter what,” Anthony said, before puffing away in a blast of magic. Scarlet slumped down and wondered what had gotten into him.

Luna was surprised at how fast the response was, and the form her appeared in. Luna had just pressed the button and laid on her bad to relax her legs when the room was filled with a blinding white light. In the space that had contained the light was a unicorn, but not just any unicorn.

“Anthony!” Luna excitedly said, springing from the bed to meet her love. She landed on top of him and hugged him till he was gasping for breath.

“Cant…Breath,” he whizzed out, causing Luna to blush and get up. Beautiful air filled his lungs and allowed him to stand up. He immediately hugged and kissed the lunar princess. She kissed him back and was about to attack him with her tongue when he broke it off. She was disappointed, but knew it was inevitable.

“What’s going on?” Anthony said, checking the room with his eyes and magic.

“It’s Blackwing. His army has been spotted in the southern most regions in Equestria and it needs to be surveyed to get an idea on what we’ll be facing. Celestia and the other nations will be sending their own to investigate, but I think that you would be better suited for it,” Luna said, the unicorn paying attention to her face.

“Okay, I’ll check this out. It might take me a few days to report back, but I will. Anything else?” the unicorn asked, looking around. He was being careful, he was still not allowed back.

“Um, ya. On the night you left, I discovered I was pregnant. And it’s ours,” Luna said, turning sideways and showing off her bulging belly. Anthony stood there and tears started to form in his eyes.

“I’m going to be a father?” he asked quietly, almost to quiet for Luna to hear. She nodded her head, confirming what he had asked. He stood there for a moment longer before he walked over to the princess. “I’m going to be father.”

A smile was on his face and tears started to fall from his eyes. He placed a kiss on Luna’s lips and wrapped his hooves around her neck. Luna closed her eyes and let this moment last in her mind forever. The kiss broke too early for the both of them and Anthony placed a hoof on Luna’s belly. He smiles even larger and just kept his hoof on her belly, on his future foal.

“I’m going to be a father, and it’s going to be our foal. Our foal. Luna I love you, and I wish I could be here with you. I wish I could be here to help you through the night, and to keep you company,” Anthony said, tears now falling more. These tears were of sorrow and not love.

“I’m fine. I am almost two thousand years old after all, and I have the support of Shining Armor and Cadance. They have been keeping me company and supporting me both physically and mentally. What I worry about is you, how have you been dealing with this?” Luna asked, concerned for his health.

“I’ve been dealing with it. I met somepony who is helping me with it, and I am trying. I hate to leave, but I don’t feel safe here. I’ll find this army and find out what I can about it. Take care of yourself and our foal, I’ll be back,” Anthony said, placing a last kiss on Luna’s lips before leaving in a flash of magic.

Scarlet was sitting next to the fire just like Anthony said; wondering what had gotten into him.

It was just a kiss. Even though he might have some special somepony back home, that doesn’t mean we can’t have something out here. And with his magical abilities, it would be that hard to hide me from most everypony. So why did he flash away, but say he would be back? Scarlet was still lost in her thoughts when the signature white flash of teleportation magic blinded the changeling.

Anthony had returned, but his eyes were a little red as though he had been crying. Scarlet perked up at seeing him, but was even more confused by what happened next.

“Time to pack up. I need to go and survey a dangerous army in the southern region of Equestria, and I am giving you the option to come with me. The wagon will remain her and the only thing you can carry is what your back can hold. We leave in thirty minutes,” Anthony said, quickly packing away the entire wagon with magic. He then turned to the back and opened it with magic.

The inside was not what Scarlet was expecting. Shelves lined the entire, all up and down the walls and in the middle walk way. Each shelf had different items, to many for the changeling to count. And all of the items were weird looking, unrecognizable by Scarlet.

“What is all this stuff?” she asked the unicorn, who was not paying her any attention. He powered up his magic and engulfed his whole body in his magical aura. The magic then intensified to a level the Scarlet didn’t even know was possible. What seemed like minutes was over in seconds and produced the weirdest thing to Scarlet, a biped.

The biped was huge too, standing a massive six foot seven inches. It had muscles all over its body, as though no fat was possible. It had clothes on that covered it body from neck to ankles, with boots on were his hind hooves should have been. Hair covered its head and lower jaw, but was otherwise bold. It then looked at Scarlet and started to laugh a deep boom, but it was also familiar.

“Scarlet, if you could see the look on your face, you would be laughing too,” the creature said, its voice extremely familiar. It finally hit her like a ton of bricks.

“Wait, Anthony! Is that you?” she asked, eyes wide and jaw hanging loosely.

“Yep, why? Who did you expect to be here?” Anthony question sarcastically, earning a sigh from the changeling.

“This might explain the name, but why are you like this?” she asked, wanting answers.

“Because this is the only form I have that can do the job I need it to do. We need to travel through the very center of Equestria, while we are both outlaws there. You for being a changeling, and me for pissing off Celestia and supposedly putting Luna in harms way. We can’t walk, to dangerous. Can’t teleport, don’t know where it is. So flying is our only option,” he stated matter-a-factly, but he did give Scarlet more insight on his past.

“Good logic, but only one problem: I can fly, you can’t,” Scarlet said, hoping he wasn’t going to ask her to carry him.

“No problem,” he replied, confusing Scarlet to no end. “I have something that will fix that, I did say thirty minutes before we would leave.”

Anthony pulled out the three middle shelves and they appeared to have armor on all three shelves. Anthony then began placing the different parts onto him. He started from the ground up, finally placing what had to be a chest piece onto the back piece. A wiring sound could be heard and the whole suit realigned itself and tightened, releasing air at the same time. He turned toward Scarlet and smiled.

“This suit has a jetpack system built in, so I can fly at any distance with any speed, so long as the dual core fusion reactors don’t fry out. This thing is also temperature controlled, so I won’t need a blanket. I suggest you bring one for yourself. Now for weapons,” he said, turning back to the open wagon. Scarlet could help but be curious on what weapons he was talking about.

The doors on the wagon had hidden shelves that opened up to revel round object that were green, they looked like bad eggs. He grabbed three of them and placed them in pockets on his chest. He pulled out a shelf that had metal L-shaped objects. He grabbed a smaller one and one that looked like an F. He then pulled out another shelf and picked up a fat purple one. The last weapon removed was long and thin, with what looked like binoculars missing half of it. He placed all the shelves back and pulled out short black stick like things from the other door.

“Now I’m ready to go, you packed up?” he asked, startling the changeling. She shook her head and quickly grabbed the blanket and placed it in a saddle bag that Anthony had given her. She then transformed back into her changeling form and placed the pack on her back. Anthony had placed a helmet on his head that had a polarized visor. He nodded his head and the jets on his back activated. He hovered in the air just above Scarlet and ascended more and more every second.

“You coming?” Anthony asked down to the changeling, who spread her insectoid wings and flew up to him. “I hope you can fly fast, because we need to be there by morning.” Anthony turned his body parallel to the ground once he was past the tree line. The jets then really fired up and launched him fast over the forest. Scarlet had a hard time trying to catch up and finally used her changeling magic to appear right in his arms.

“Hi,” Scarlet said, back in her unicorn form. The word would not have been heard had it not been for the super hearing of the Spartan. He reached into one of the pockets and pulled out another odd object. He then put it into Scarlet’s ear, much to her dislike.

“What was that for?” she asked, a microphone coming down to her mouth.

“So we can speak and fly at the same time. So, start asking,” Anthony said, preparing himself for the questions that are to come.

And they did. Scarlet asked question after question about him and his past. Anthony was more than happy to answer them, probably because he was still happy to know he was going to be a father. The conversation lasted a good three hours, propelling the odd couple through most of Equestria. The conversation turned more recent soon though.

“So, who was it that told you where the enemy was?”

“Princess Luna. She pressed the button and I went to her. She told me about the army and where to find them. She also gave me some of the most wonderful news,” Anthony answered.

“And what was this wonderful news?” she asked. Scarlet was on a roll and not stopping this momentum. Anthony didn’t answer right away, not knowing how to answer her. He knew she was in love with him, and this news would crush her. It had to end eventually, but not tonight.

The two were violently crashed into by a rainbow. This rainbow had come from the ground and tackled the pair right out of the sky. Anthony regained his flight and recognized the rainbow as Rainbow Dash!

“Rainbow Dash! What are doing?” Anthony asked the cyan pegasus.

“I’m here to help you. If anypony else had seen you, you would have been alerted to the guards and taken to Canterlot. Well, I’m not going to allow that,” Rainbow stated, thinking very proudly of herself. “Hey, weren’t you carrying something?”

Anthony looked around and realized that Scarlet was falling and her mic had been fallen out.

“Shit! Move, Rainbow,” the armored human said, aiming himself down and fired his rockets to the max. He flew as fast as gravity and the rockets would allow, and in the process broke the sound barrier waking Applejack from her light slumber. This made her go and wake the others, except Pinkie Pie because her tail was a twitch-twitching.

Anthony was able to grab Scarlet, but they were to close to the ground to stop. Anthony turned on his back and held Scarlet in front of him. He then activated his Armor Lock ability and hoped for the best. The ground was harder than it looked and would have killed the Spartan and the changeling had it not been for the armor.

Rainbow Dash had flown down to meet them, wondering if they were okay. The rest of the elements had arrived at the crater site, wondering who made it. Anthony finally crawled out of the hole with Scarlet in his right arm. He placed her on the ground and checked for a pulse, and found one. It was strong and steady, meaning that she would be fine and was just unconscious. Rainbow flew over to try and help.

“I’m sooooo sorry. I didn’t think that I would make you drop somepony. Is she okay?”

“Ya, she’ll be fine. Just knock unconscious by the fall, nothing serious. I can’t travel with her like this though. Ah, looks like the rest of the gang is here. We need someplace for her to stay while I’m gone, and don’t even say hospital. Technically, neither of us is supposed to be here, so we need to be as discreet as possible. Twilight, no letters to Celestia about this. Pinkie, no parties to welcome her to Ponyville. And Rarity, no making dresses for her; we can’t carry them out in the Outlands. Does everypony understand?” Anthony said, giving the three ponies he knew that could blow this out of the water. They all nodded in understanding without a moment’s hesitation.

“Good, I’ll be back within three days so expect me then. Oh, and her name is Scarlet,” Anthony last said, flying back up and away. He flew faster this time, knowing that he had lost too much time over Ponyville. The rest of the ponies looked at Scarlet and wondered where she was going to stay.

“Fluttershy, do you think you might be able to watch over Scarlet?” Twilight asked, going to her first because of where she lived.

“Oh, okay. I can,” Fluttershy half-whispered, hiding behind her pink mane.

“I’ll stay with you Fluttershy,” Rainbow Dash said. “It’s my fault she fell in the first place, so I’ll help you.”

“Oh thank you Rainbow Dash, I mean if you don’t mind,” Fluttershy excitedly said, as exciting as a whisper can be. The rest of the girls sighed lightly and all helped move Scarlet to Fluttershy’s cottage. Twilight did most of the work by just levitating her, so Pinkie had pulled out some cupcakes for everypony. They didn’t question how, they just marked it as “It’s Pinkie.”

The midnight walk to Fluttershy’s house was short and the group broke from there for the night. Twilight went back to the library to check on Spike, Applejack back to her farm, Rarity saying something about this was ruining her beauty sleep and Pinkie Pie bounced on towards Sugarcube Corner. This left Fluttershy and Rainbow Dash alone with Scarlet.

The two pegasi got Scarlet inside and put her on the couch in the living room. All of Fluttershy’s critters slept, completely ignoring the pegasi and unicorn. Rainbow Dash grabbed a blanket from the closet and placed it on Scarlet to keep her warm. The two then departed to the only bedroom in the house.

“Why do you think Anthony was hanging with her? Isn’t he and Luna a thing?” Rainbow asked, curiosity getting to the speedster.

“Oh, maybe their just friends. Anthony wouldn’t think about cheating on Princess Luna, would he?” Fluttershy replied, nervous that Rainbow was in her bedroom.

“I don’t know, the Outlands are a dangerous place. Ponies have gone out there as peaceful as you, Fluttershy, and when they come out, there as dangerous as a hydra that’s looking for its next meal,” Rainbow said, causing the butter-cream pegasus to squeak. Rainbow thought it was cute every time she squeaked, and remembered why the two had started dating.

“Oh, that sounds horrible. But I don’t think that would happen to Anthony. He’s smart and how to survive out there, maybe he’s helping her to survive too,” Fluttershy said, not seeing that Rainbow was slowly inching closer to her.

“Ya, you’re probably right. I say we turn in for the night, or do you think you have enough energy to go a round or two with me,” Rainbow Dash seductively said, inches away from Fluttershy. The pink mane pegasus squeaked again and looked at the rainbow mane marefriend. Rainbow closed the gap between the two and locked lips. The two shared the kiss for a few moments before they made their way to rest on the bed. The two now had a wrestling match in each others mouths, trying to find who had the dominate oral organ.

Neither could win, the air gone from their lungs before a winner could be found. They panted in sync on the bed, Rainbow Dash on top of Fluttershy. RD smiled down at the mare between her and the bed. Rainbow had a fun thought race through her head, the same one to have passed through Fluttershy’s a moment earlier. Fluttershy pushed up on Rainbow and hovered over to her dresser. She opened the top drawer and pulled out a toy that they both had used in the past, but in reverse situations.

Fluttershy took the large strap-on dildo and flew over to Rainbow Dash. Fluttershy pulled it up to where it would rest if it were a real penis. Fluttershy wasn’t without pleasure though, as a smaller dildo was on the inside that inserted itself into the pegasus’s love hole. Rainbow Dash laid herself on the bed, spread eagle, waiting for Fluttershy to penetrate her.

It took a lot to get Fluttershy to open up, but when you did a whole new world was shown to you. Fluttershy liked to be the dominate one in bed, and she proved it time and again. Even when RD had the strap-on, Fluttershy was in charge. The cream colored pegasus lowered herself on top of Rainbow Dash and planted a powerful kiss onto her. Fluttershy’s tongue instantly gained dominance and pushed as far down RD’s throat as possible, even going so far to begin chocking her. Rainbow didn’t mind, she secretly enjoyed being dominated anyway.

Fluttershy took the end of the dildo and rubbed it on the outside of Rainbow’s flower, teasing the hole for a little while. Rainbow was oozing love juice all over Fluttershy’s sheets, lubing up her love cavern. Rainbow Dash moaned from the rubbing and this made Fluttershy hot. The head of the faux penis was just outside RD’s folds and Fluttershy went for it.

She pushed the just the head in, pushing open the hole and making Rainbow Dash moan loudly. The two had forgotten their guest, but they didn’t care now. Fluttershy pushed in deeper and deeper until she felt Rainbow Dash’s plot on her thighs. They stayed in this form for a second before Fluttershy pulled mostly out, leaving only the head of the fake penis in. She then pushed in hard and deep, electing a small scream of pleasure from the cyan mare underneath her. Fluttershy smiled at her lover and leaned in to whisper something in her ear.

“I think you’re ready to take it, but are do you think you’re ready?” Rainbow Dash could only nod her head and Fluttershy gyrated her hips to pleasure the rainbow mane pegasus. “I want to hear you beg for it then.”

Fluttershy pulled all the way out, but remained on top of Rainbow Dash. The cyan pegasus whimpered when Fluttershy did this, but wasn’t about to beg. Yet. Fluttershy teased the opening, hoping to get Rainbow Dash to start begging. It wasn’t going to work right away, so Fluttershy had a new plan of attack.

The butter-cream mare slid her hoof behind the cyan mare’s back and started to massage the part between the wings. The wings stood at attention on both mares, so it was easy to find. Rainbow Dash moaned from the massaging and started to give in.

“Oh…please,” she moaned out.

“Please what?” Fluttershy asked, knowing what she wanted but wanted to hear her beg for it.

“Please, fuck me Fluttershy. Fuck me with your massive fake penis,” Rainbow Dash said, gritting through her teeth. This was what Fluttershy was waiting for, and she was more than happy to comply.

“You asked for it,” and with that Fluttershy jammed the dildo into Rainbow Dash fast and hard.

With each thrust, Rainbow got louder and louder. She went from light moans to loud screams in a matter of seconds. And Fluttershy wasn’t slowing down. Each thrust was quick and deep, squishing every time the toy filled the cyan pegasus full. Rainbow Dash wasn’t going to last any longer and with a final thrust, she screamed in orgasm. The orgasm lasted a long while, as Fluttershy kept pumping into her at a slower rate. Fluttershy finally reached her climax as the dildo in her sex sent her over the edge too.

Fluttershy collapsed onto Rainbow Dash and didn’t even bother to pull the dildo out, knowing that Rainbow enjoyed it in her after an orgasm.

“Now that is what I was looking for,” Fluttershy said, kissing RD on the cheek. They both fell asleep in each others hooves, not caring about the soaked sheets that was caused from their love making. And all that excitement was enough to wake their guest.

Scarlet woke up and was sore. The last thing she remembered was falling and being caught by Anthony. Scarlet looked around and found she was in a living room, on a couch. She remembered what woke her, and could still hear the screams of a mare getting lucky up there. Scarlet smiled as she tried to remember the last time she got some.

Shit. I haven’t gotten laid in months. Not since that one changeling I met, what was his name? Oh, ya, Oliver. What a strange name. Scarlet thought. She still didn’t know where she was, but she trusted it was with somepony that Anthony knew. She decided to stay there and rest. A comfy sleep was impossible in the Outlands. The couple had finally ended with a bang, making Scarlet almost think about masturbating. Almost.

The night got quiet, and the couple up stairs and the changeling on the couch had laid down for a night of sleep and dreams.

This was not the case with Anthony. He was able to fly twice as fast without having to hold Scarlet and arrived at the destination ahead of schedule. He landed a good two miles out, so that none of Blackwing’s goons would spot him. Anthony then enabled the invisibility and had it run off the secondary fusion reactor. He still had two miles of land to cover, most marshlands. This was the perfect place to hide an army without leaving the country.

As Anthony stealthed through the marsh, his mind kept going back to how Scarlet had kissed him. He was in love with Luna, they were going to have a foal together! But was he developing feelings for the changeling?

No, stop that. Scarlet is just a friend who is able to help me deal better with my pain. She takes it away, Luna helps me remove it. Anthony argued within himself. You and Luna are going to have a foal, you can’t go banging another mare. That would be the worst thing ever.

‘Ya, but you have needs. You’ve been out in the woods for months, maybe a little sex will clear your mind some.’

No, you must stay loyal to the one you love. If you have a relationship with Scarlet, then everything you are doing now would be for nothing. You’re not doing this because you like to, you’re doing this because you love Luna.

‘Love can only go so far. I’m just saying that you should at least have a one night stand with this mare.’

But she loves him, that’s the problem. To us it would only be a one night stand, but to her it would be a commitment to a relationship. You need to-

“Enough! Both of you shut up so I can think.”

The mental battle that was ragging in his head died down quickly, but he knew it was only temporary. Eventually his mind would do this again, and he would eventually have to pick a side. Anthony didn’t want to see anypony get hurt, physically or emotionally. He wasn’t happy about the situation life had put him in.

The mental battle was enough of a distraction so that Anthony didn’t have to look at tree after bush for the next two miles. When Anthony saw the parade grounds for Blackwing’s army, he almost threw in the towel then and there.

The ground was littered with ponies of all walks of life, at least two thousand strong. Surrounding them were diamond dogs and griffons. About five hundred dogs and six hundred griffons. Dragons flew above, well over two hundred, but no more than four. Blackwing sat in the middle of the entire parade grounds, Anthony only able to see him with the suits three times zoom. This was not enough though.

Anthony pulled out his sniper rifle and aimed down at Blackwing. The evil alicorn was talking to something, but Anthony could hear it. But he could read lips.

“Are your forces ready?”

…

“When will they be ready?”

…

“That is not soon enough, we need them next month not in two months.”

…

“I don’t care what you have to do, just get it done. I pulled you out of the depths of Tartarus to seek your revenge, but you still have to listen to me.”

…

“You might have, but now you can’t take them back. The demon and I are one now, so you have no control over me. Get Nightmare Moon her new body, and get your forces ready. I will give you your two months, but only because I’m feeling generous tonight.”

Blackwing used his hoof to shoe away whatever it was he was talking to. How the conversation was going though, the only logical choose was demons. And he had morphed with one. Anthony could feel his bones groan from the pain that he will definitely be taking later.

Anthony had done what he came to do, he assess the enemy. Now all he had to do was leave, but his conscious got the better of him. He knew that guards would be arriving soon, so he decided to stay and give them the news. Even if it meant he would have to fight his way out. He picked a good tree to lean on and waited for them to arrive, knowing he was probably not going to sleep again.

Ponyville

The sun rose above the horizon, welcoming the new day. Fluttershy and Rainbow Dash awoke, finding their hooves tangled together. The two had slept with Fluttershy still wearing the strap-on. The butter-cream face of Fluttershy turned bright red, embarrassed that they had slept that way. Fluttershy quickly pulled out and removed the fake penis. She replaced it back in its original home.

Her mane was in ever direction and Rainbow Dash wasn’t any better. The two grinned at each other when they heard a crash downstairs. Rainbow jumped out of bed and flew down to find the source. It was not something she expected.

Scarlet was in Fluttershy’s kitchen, trying to cook breakfast. She had dropped the pots when she pulled them out of the cabinet.

“What are you doing?” Rainbow Dash asked.

“I was going to cook you breakfast. It’s a little way that I can say thank you for helping me and Anthony. I’m assuming you know him because I woke up on a couch and not a dungeon. I’m Scarlet, what’s your name?” the disguised changeling asked, being very friendly.

“I’m Rainbow Dash, and don’t thank me. This isn’t my place, this is Fluttershy’s. I’ll go get her real quick,” Rainbow Dash said, leaving the kitchen and going to grab Fluttershy. Scarlet smiled, knowing that this was a situation that could turn in any direction. Rainbow Dash returned with a butter-cream pegasus with a pink mane.

“Hi, um, I’m Fluttershy,” the pegasus said, to quiet for the changeling to hear.

“Um, hi Fluttershy. Thank you for taking me in while Anthony is gone. Where is he anyway?” Scarlet asked, hoping they could help.

“No, he just said he would be back in about three days. He didn’t say where he was going or why, just that he would be back and not to take you to a hospital. Why is that?” Rainbow asked.

“Because of neither of us are supposed to be here, but we are. We just need to be hidden and everything will be fine,” Scarlet replied quickly, losing her comforting smile and getting very serious. Rainbow Dash understood and just nodded, while Fluttershy hid behind the cyan pegasus.

“I understand,” Rainbow tried to comfort her, but failed horribly.

“No, you don’t. You don’t know what it’s like to have to run from everything you have ever known. You don’t know what it’s like to fight for survival everyday, no matter what. Even if you wished to die, something inside of you kept you going. You don’t know how hard it is to find somepony you love and watch them turn into nothing, watch them become a shell of their former self. There are things out there are you should never have to see out there. Be happy for what you two have, because out there, it’s impossible to keep,” Scarlet finished, leaving the kitchen and going to the living room to be alone. Rainbow Dash and Fluttershy stood in the kitchen wondering what had gotten into Scarlet.

Scarlet walked into the living room and had to control herself. She had let her emotions get the better of her and she didn’t know why.

Why am I acting like this? I don’t usually act like this unless I’m tied to somepony. But am I- oh no. Scarlet thought, figuring out why she was the way she was. Her emotions connected directly with the last pony she make love to. But I havent had an emotional break down like that since I had to leave her. Why would I be having one now? The only way would be if she was alive and back in control of her mind. She’s alive!

Scarlet jumped for joy, knowing she wasn’t crazy. Silver Lining was alive and not suffering anymore, or to bad to emotionally compromise her. Scarlet could wait to go and find her, but where she was eluded her. Normally connections like these can only be maintained if the two individuals are with a half-mile of each other. That means that Silver had to be close.

The two pegasi walked in, heads low and appolagitic looking, but Scarlet was so happy that she could allow them to be sad.

“I’m sorry for earlier, but that was an emotion link that I have with somepony from my past. She’s close by, like a half-mile close. She’s a pegasus whose white with a silver mane and tail. Her cutie mark is that of a storm cloud with that gold overlay, to signify a silver lining. Do you know her?” Scarlet asked, confusing the pegasi.

“Um, ya. She moved here a few years ago. She didn’t say where she was from, but she was also in a type of shock. The doctors have been doing therapy sessions with her, and she was finally released last months. Now she works with me as the weather patrol. Her name is Silver Lining, right?” Rainbow Dash asked. Fluttershy had opted to not speak as usually.

“Yes, where does she live? I need to find her, it has been too long since I last saw her,” Scarlet said, excitement unable to be contained inside of her. Rainbow looked at her like she was crazy.

“I thought you had said that we need to keep a low profile? Wouldn’t this get rid of that?”

“No, we just can’t go and have a giant party or something. Walking through a little town won’t alert the Princesses of my presence. And I’m not being openly hunted, so there is no fear there,” Scarlet said, using complete logic to get her to Silver Lining. Rainbow Dash sighed in defeat and agreed to take Scarlet to meet Silver. This resulted in Rainbow almost being crushed by a hug from Scarlet.

“Good, so when do we leave?” Scarlet asked, finally having released Rainbow and sitting on the floor like an excited pony waiting to play with its master.

“How about when we finally have some breakfast?” Rainbow said, her stomach growling at her to feed it. Scarlet almost asked why does she need to eat when she remembered she was with ponies who didn’t she was a changeling.

“Okay, so what do you all want?” Scarlet asked, but was batted down by Fluttershy, who had volunteered to make breakfast. Scarlet was going to protest when Rainbow stopped her.

“You don’t want to do that, she makes the best breakfast in all of Equestria. This is a real treat actually,” Rainbow Dash told Scarlet, Fluttershy was already back in the kitchen and began cooking. Rainbow elected for the two to sit on the couch and talk some, which Scarlet was fine with agreeing to.

The cyan pegasus and the changeling unicorn talked about a lot of little things, but nothing about the Outlands. Rainbow Dash did talk a lot about her great of a flyer she was, which she had to admit were good considering she crashed into a flying super solder who was carrying Scarlet. Rainbow Dash had apologized about that profusely, which Scarlet accepted every time knowing it was an accident. Fluttershy finally broke the talk when she walked in and announce breakfast was ready.

And boy was it ready. There were plates full of eggs, apples, toasts, oatmeal, and even something Scarlet didn’t know was a breakfast item black beans and wild rice. The feast in front of Scarlet’s eyes almost made her wish she could fully enjoy this, but her being a changeling prevented that from her. Later she would have to regurgitate it all to prevent it from destroying her system.

They all sat at the table and began digging in. The food didn’t have any flavor to Scarlet, her lacking taste buds, but she pretended to anyway. The food was gone quickly down the gullet of the speedster pegasus. Fluttershy didn’t eat much, just enough to fill her up. The breakfast went by quickly and finally the group had eaten their fill. Scarlet helped clean up by levitating all the food to the sink and simultaneously washing every dish. This took a full three minutes, enough time for Fluttershy to share a kiss with Rainbow Dash.

“You two had fun last night, didn’t you?” Scarlet asked, getting blushes from the pair. She chuckled knowing she was right.

“You heard that, did you?” Rainbow Dash asked, knowing she probably did.

“Only near the end, and it didn’t wake me up. It make me a little horny though, and I almost masturbated right on there, but I was tired so I took sleep over pleasure,” Scarlet said, confusing Rainbow Dash and Fluttershy.

“We didn’t know you were a filly-fooler?” Rainbow said, hoping not to offend Scarlet.

“Actually I’m bisexual. I have had sex with both and I’m not real picky, but I do sometimes wish for a nice thick stallion-” Scarlet was quickly cut off by Rainbow Dash.

“Woo, woo. Okay, I think that’s enough. I don’t think Fluttershy likes that,” Rainbow said, showing the look on Fluttershy’s face. It was of shock and fear.

Apparently she had never had sex with a well endowed stallion, her lose. Scarlet thought, shrugging her shoulders. The group had agreed to go find Silver and they left the cozy cottage to do so.

It didn’t take the group long to find her, since she was on the weather team and Rainbow Dash had access to the records. She lived on the edged of town in a single bedroom apartment, and she wasn’t scheduled to work today. They headed there first, hopping to find her.

That hope was confirmed as the first pony they saw at the apartment complex was Silver Lining herself. She was taking her trash out and had just tossed the garbage in the bin. She was healthy looking and in a descent mood. Scarlet could not contain her excitement at seeing her old marefriend. She jumped in the air and ran over to Silver, scaring the pegasus. Scarlet tackled the mare and hugged her tell she started to turn blue. Silver gasped for air when she saw who it was and instantly froze, a look of terror on her face. Scarlet’s expression turned sour too, not understanding what was happening.

“Silver, it’s me Scarlet. Remember, I was there when the dragons hurled you into the Outlands. I was the there when we decided to come home together. Remember,” Scarlet said, placing a hoof on the scared mare’s shoulder.

“Yes, I remember. I also remember how you left me when the diamond dogs had their way with us. I remember why you had first spke to me. I remember what you are. You selfish fucking CHANGELING!”

2 mile out from Blackwing’s Army

Anthony was resting on a tree, unable to sleep for fear of the nightmares returning. Out in the distance though was what he was waiting for, a carriage pulled by a pair of pegasi. The carriage landed close to Anthony, having let them see him. The carriage opened to reveal two griffons and a unicorn, all wielding weapons. The griffons held swords and the unicorn levitated a spear, but quickly lowered it.

“Stand down,” the unicorn said, telling that Anthony could trust him. The unicorn walked up to the human and removed his helmet, revealing it to be Shining Armor.

“Ah, Shining. I was wondering when you would show up. I have the full report of this army. I don’t recommend going though, it is massive and I was only able to see what I did with the help of technology. And will you tell these griffons to lower their swords before I make them,” Anthony said, aiming his visor face at the griffons. This did not intimidate them in the least.

“I said to stand down, or do you want me to tell your commanding officer you defied a direct order?” Shining Armor said, not expecting this to happen next.

“Our orders are to take this creature in if he made an appearance, as ordered by your Princess Celestia. So you stand down so we can take him in to justice,” the first griffon said, keeping his sword aimed at the Spartan. The Spartan released a heavy sigh, one that was able to be seen by the griffons.

“This is your only chance to cooperate. If you don’t, we use force to take you in,” the second griffon said, no hint of fear in his voice. Anthony just started to laugh at the griffons misplaced confidence.

“You do see that I am seven feet tall and have power-armor on. I can move faster that any of you could dream of, and I have something called guns. I suggest you two forget I was even here. I have it all written down here, Shining. And tell our friend what they already know,” Anthony said, keeping the last part vague. Shining knew what he was talking about, and nodded his head in agreement.

The griffons pounced on the location the Spartan was at, but missed him and he flew up into the air and out of sight. Shining Armor chuckled to himself, seeing the griffons fail to even come close to apprehending the Spartan. The griffons would have continued their arrest, but Anthony had turned invisible and was flying off in any direction. The feathered quadrupeds returned to the ground and attempted to question Captain Armor on why he didn’t help them, when he held up a paper a list of the army and all its inhabitants. This shut them right up.

Anthony was laughing his ass off as he flew through the upper atmosphere. The air was thin, but the suit was able to compensate and supplement his air with some from the built in tanks. The idea was solid, because none of the creatures in Equestria could survive this lack of oxygen for to long. And space would kill them on contact without some form of help. The Spartan had no fears; he was going to pick up Scarlet, meet some of his friends, and finally be able to get back to the Outlands for some well deserved late night staring.

This all went down the tube when a voice sounded in his head.

“HELP!” the voice said, screaming it into his mind. The voice was familiar enough that he knew who it belonged to. Scarlet.

Anthony kicked it from cruising in neutral to shifting it over-drive in no time at all. He was traveling along the thin atmosphere at speeds that would make Rainbow Dash jealous, but he was moving too slow in his mind. He disabled the life support, placing it in the secondary systems supply. This sped him up to speeds the suit was not specified to handle, but did anyway. The time it took for him to get to Ponyville was well over a minute.

Anthony reentered normal air and descended onto Ponyville, looking for where a possible riot was. The closer he got, the more he was able to see. What he saw was a red unicorn running from a crowd of multi-colored ponies to a dead end. No guards could be seen, but that didn’t mean they weren’t coming. Scarlet stopped running and turned to see the crowd almost cascade her into nothing.

That didn’t happen as Anthony flew down and landed directly between the angry crowd and scared changeling. No weapons were out, but Anthony was ready to draw his on a moment’s notice. No body moved as the Spartan stood his ground to the angry, now probably confused, crowd.

“What is the meaning of this?” Anthony asked out loud, probably knowing what it was. Out of the crowd a familiar lavender unicorn came out.

“What do mean, we have a changeling here in town. Scarlet is a changeling and we have to get rid of her,” Twilight said, speaking for everypony. The crowd unanimously agreed to what Twilight had said.

“Ya, I know. So why the angry mob? She is just one changeling, and not even a normal changeling at that. I am not an idiot, I know a changeling when I see one. So why?” Anthony said, making the crowd think he was insane.

“Because of what they did at the wedding,” Twilight said, trying to keep a neutral stare, but it failed to the Spartan’s ultimate poker face.

“So you will condone an entire species because of a desperate move by a majority of them? Wow, that did not come out right. Did you even speak to her about why she was hanging out with me and not the rest of the changeling hive? Have you noticed she is one of the few female changeling?” Anthony was hoping the ground would calm down. The crowd murmered with light whispering to each other. Twilight gained a softer look on her face, contemplating what the human had just said.

“No, we didn’t ask her why. We just attacked her with no real reason than she is a changeling. We didn’t even consider why she was with you?” Twilight said, hanging her head low in defeat.

“See what asking and thinking can do for you? Now everypony leave, except for you six. I think we should speak in private,” Anthony said, dismissing the whole town of Ponyville with a single swipe of his arm. The six Anthony had pointed out walked forward. It was the Elements of Harmony, and they know why he selected them out of everypony.

“If it wasn’t for the fact that mob mentality was a factor here, I would be very pissed off right now. No, I’m just disappointed that my own friends would even consider attacking one of my new friends. Scarlet, would you come over here?” Anthony said, beconing the changeling over. She was still scared, but felt safe around the human. “Would you explain to me how everypony in Ponyville now knows you’re a changeling?”

“I had discovered the Silver had actually made it out of the woods and back to Ponyville. I was so happy to find her, but when we actually met it was a different story. She yelled at me when I ran up and hugged her. She scream that I was a changeling, and then proceeded to push me away. She hated me for leaving her after we had been raped by the diamond dogs. She has every right to be. I just wish it hadn’t come to this,” Scarlet said, her face one of pain. No tears fell from her eyes. Every other pony was shocked that Scarlet had openly admitted to abandoning somepony after they had both been raped.

Rarity ran right over to Scarlet and immediately tried to help her.

“Oh, you poor darling. We had no idea what had happened to you. Oh, we should have been more supportive of you, not try and run you out of town like a pack of ruffians. It must have been horrible,” Rarity comforted, joined quickly by Fluttershy. Both mares had the red unicorn form in their hooves, and all noticed that Scarlet had started to cry.

“Oh, my. I’m sorry, did we hurt you?” Fluttershy asked, letting go before being dragged back in by the changeling.

“Yes, I am hurt but not by you. I’m hurt because I haven’t been able to speak about it tell now. Three years of holding this in, and now there is somepony who actually cares. I never had any friends while in the hive, and it’s near impossible to make lasting friends in the Outlands. Only Anthony here is the only one able to truly hold his own. The rest normally die off from some over powering creature. Silver was the first mare I had ever loved, and watching her get raped by those diamond dogs, and raped myself has not been a memory I visit ever. Thank you all,” Scarlet finished, making everypony there cry. Only Anthony didn’t cry, mostly because he was keeping an eye out for any guards to show up.

“I hate to be the bringer of sorrow, but were the guards alerted at all?” Anthony asked, needing to know now.

“No they were not. We knew it was just Scarlet, so we decided to run her out ourselves. As you said, she is just one changeling, Twilight said, wiping the tears from her eyes enough to see. Anthony released a pent up sigh, glad that he was finally able to relax.

“Good, now I say we get out of here. I need to get this armor off and rest for a day before returning to hell,” Anthony said, hoping a place would be offered.

“Ah can take ye to stay in my barn. It’s big enough to hold ya’ both. And I feel terribly sorry for wantin’ to attack your friend,” Applejack volunteered.

“Ya, any friend of yours is a friend of mine,” Rainbow Dash said, confidence in her voice.

“Thank you, Applejack. I don’t know about you guys, but I’m starving. Haven’t eaten anything since the other day. Do you think we could eat at your place AJ?” Anthony asked, his stomach growling under his armor.

“I could go for a bite,” Twilight said, none of them noticed that Pinkie had been quite this whole time. Until now.

“OhhowaboutIgogetsomepastriesfromSugarcubeCornerandbringthemoverandwecanallhavealittlepartyjusttheeightofuswhatdoyousaywhatdoyousay?” Pinkie spewed out, none of them able to register what she said. Well actually only Anthony could because of his fast mind.

“That sounds good, see at soon,” Anthony said, and Pinkie jumped up and flew toward Sugarcube Corner.

“Wait, you understood what she said?” Scarlet asked, all of them cocking their heads out of confusion.

“Well ya. It’s not difficult for me. My mind processes information at a speed faster than Rainbow Dash can fly. I think 300% faster than you Twilight, hell even faster than that bitch Celestia,” Anthony said, spitting venom at the end. His fists clenched up at the thought of Princess Celestia. Twilight was surprised at the hate he had toward her mentor.

“You don’t like Princess Celestia, do you?” Twilight asked, hoping that he would not hate her.

“I fucking hate her, and the thing that kept me from putting a bullet in her head was how much it would pain Luna. Celestia didn’t listen to reason, and now I’m forced to fight for survival and an army will be on the move in two months. I am forced to be away from the love of my life, and if things go her way, our foal. I have no love for her, but I am not unreasonable. I will work with her, for the sake of keeping the peace. That’s the same reason I left the first time,” Anthony said, calming down as he spoke. He regained his composer quickly before losing it again. This time he broke down crying.

The rest of the ponies trotted over to him. The human fell to one knee and had his hand on his visored face and they could hear the cries of a pained man. They all supported him in a massive group hug, even incorporating Scarlet into it. He cried for seemed like forever before he was finally able to speak coherently. He removed his helmet to better clear his face, and the girls all saw the stress and pain on his face.

Bags covered under his eyes, while age lines absorbed his face. His eyes were bloodshot from his heavy crying. A beard had begun to cover most of his lower face, while the hair on the top of his head was long and raggedy. Rarity reacted to this in the only way she knew how to, by gasping and begin talking.

“My dear, how could you allow yourself to became like this? We need to get you cleaned up and fast. Now we can continue this conversation at the Spa, while you are getting cleaned up. And there will be no arguing out of you. We are your friends, and I will not allow one of my friends to walk around like that. Now come on mister, we are going to get you all cleaned up and proper,” Rarity said with force, making the Spartan sigh and shake his head. A small smile had formed on his face from Rarity’s reaction. He knew he had lost this battle, but didn’t mind at all. He was with his friends.

A/N: sorry for the wait, just have had a lot on my mind. and so to make it up to you, i will give you a preview of chapter three so far. just look at the next chapter.