Over The Brink

Fluttershy peered down, scuffing the grass with her forehoof, biting her lip.

It was an awful big cliff. But… so what? She just had to. The size of the cliff would help.

She peered over the edge again. She gazed off into the distance, above the horizon. She bit her lip again.

She backed up, farther and farther, flicking her incredibly long silky tail…

Fake. Like the rest of her.

Time to get real.

Time to be BRAVE…

A tear dripped from her huge, sensitive eye. She shook it away rather than wipe it away with a hoof. She stamped the ground, and then winced, staring in dismay at the flower she’d smushed.

It was time.

Fluttershy charged forward, galloping with tiny fluffy hoofbeats across the soft grass, toward the brink of the cliff. She rushed closer and closer. She leapt…

Lovely butter-yellow wings snapped open, bearing her up into the sky.

Fluttershy flapped harder, already so far from her home on the ground, gulping as she looked down from the terrifying height she’d reached.

Then, she looked forward, grimly.

She’d have to go a lot higher than that to get where she was going this time.


“Where are we going?” asked Chaos. “You’ve yet to tell me.”

She looked up, blinking at the sight of Fluttershy zipping across the sky. Fluttershy seemed to be in as big a hurry as Rarity was. The elegant dressmaker with the sex-ravaged horn had got a second wind of some sort, and no longer staggered, though her eye had developed quite a twitch for some reason.

“A very special club, dar… ahahaha! Dearest! I bet you thought I was going to say darling, when you’d clearly threatened me never to do so! Well, nopony will be ‘ended’ today, haha, so there!”

“Don’t you threaten Rarity!” grumped Derpy, flying along beside them as they cantered tirelessly on.

Rarity let out a little shriek. “It’s nothing, Derpy! Merely a joke, d… diminutive dedicated—ah—donkey?” She was sweating, which was strikingly unlike her usual demeanor.

Derpy boggled. “I’m not a donkey, Rarity!”

“You’re grey and adorable and I love you more than anything,” said Rarity, “so why not?”

Derpy flitted closer. “Huh? You’re hurting my head, Rarity! Are you saying you love donkeys more than anything?”

“When they’re you,” panted Rarity, and for a moment her gaze was full of love and worry.

Chaos glanced back and forth between the two mare lovers, and she reared in glee for a moment, flapping wildly. “Eeee! You’re so precious, and so random!”

“Oh, good,” snarled Rarity.

“What?” cried Chaos, rushing to catch back up.

Rarity whinnied in alarm, her eyes rolling. “Uhh—it’s all good! Yes, yes. Hurry! Not much farther, we’re nearly to the city now!”

Passersby shied away, reared in alarm to see the charging newcomers. The combination of a cranky pegasus, a white unicorn who dripped panic from every pore, and a delighted and very small alicorn, proved more than even Fillydelphia could handle. Several nearby ponies turned and ran. Chaos paid no attention to them at all, for Rarity galloped on tirelessly, swerving down side streets until she came to a small flight of dingy, unlit stairs, leading down.

She stood, panting, staring at the black door. There was no handle on the outside. Technically, there wasn’t one on the inside, at least by earth pony standards.

Earth ponies didn’t rule this place. It was a place for very special unicorns, and the latch inside could only be reached by one’s horn—and then, only if you knew where to grasp.

But guests were always welcome, in a sense.

“Good heavens,” said Chaos. “I remember something like this when I was alive… er, I should say, when I was Starswirl. I’m very much alive, you know!”

“I’m working on it,” said Rarity distractedly, staring at the door, and then her entire body jolted and her ears laid back as she realized what she’d said. “On the door! This very special door!”

Chaos wasn’t paying attention. She was staring at Derpy, who still looked truculent. “Is something wrong, my dear? You seem so cross, and cute as it is, I can’t help but wonder if there’s a reason you glare at me so.”

“You better be good!” demanded Derpy. She pouted, sticking out her lower lip, and her gaze swapped cockeyed directions.

Chaos squealed with delight, and then gathered her composure again. “I’ll try! Yes, yes. You know, Princess Celestia would like me to try to be good, and of course Fluttershy thinks nothing but the best of me. Do you know how to work this door, Rarity, or would it be easier if I turned it into chocolate milk?”

Rarity grimaced. Her first attempts to lift the latch had failed. It was the first time she’d tried to use her horn since the sex, and she was numbed and weakened, foalishly clumsy. Her stubby, burned-away horn glowed again, and this time there was a clink inside the door and it began to swing open with a dreadful groaning creak.

Rarity glowered at it, grinning a savage, slightly unbalanced grin. “I should oil it this time. What more can they do to me? Forward, d… Derpy and Chaos! This is your night, Chaos. This is a very important time in your life.”

Rarity’s eye twitched, and her smile widened.

In some ways, endings were just as important as beginnings… darling.

The three ponies stepped carefully through the door, and the noisome darkness of the club enfolded them.


“I don’t know about this, Princess.”

“Twilight Sparkle!” snapped Princess Celestia. “While I acknowledge that you are another Princess worthy of respect and deference, are you seriously picking now of all times to defy me? And over such a trivial thing, too!”

“But why would you ask me to do it? Why should I try to sense the resonance of the arcanomorphic field in your presence?”

Celestia gave her a skeptical and weary look. “Because that is what we are doing now, Twilight. You’re using a technique for sensing the location of an artifact. This should not pose a problem for you.”

“It involves growing a penis at you,” objected Twilight, stamping her hoof.

“You’re not a real stallion,” snapped Princess Celestia, “and I have seen penises before, Twilight Sparkle. I promise, I will try to confine my glee. I’ve seen that magic bit before, too. Please proceed!”

“Don’t shout?” said Twilight. “I mean, if you insist, all right, but please don’t shout at me. I’m doing the best I can.”

For a moment, Princess Celestia looked stricken. “Am I shouting? Oh, child, I don’t mean to. I feel personally responsible for your plight, in a sense, and perhaps it’s got me prickly. I never meant to stampede you into prudery, Twilight, I only wanted to spare you some of my own worst choices. We may need to check the location on the way and it would be horribly inconvenient if you had to conceal yourself each time.”

She stared at Twilight, and her ears laid back slightly. “What is it? I’m sorry for calling you child: I am very old. You’ll understand one day. Is it that which amuses you?”

Twilight fought to keep a straight face. The Princess’s earnest apology had soothed her alarm as effectively as if it had come with a hug, but it hadn’t been the apology—not exactly.

“No,” she said. “It’s just… that’s what you’re asking of me.”

“To shout?” asked Celestia, flustered. “I really would rather not.”

“No no,” said Twilight. “It’s…” she began, and snorted, suppressing laughter. “Let’s just say, perhaps your request will have got ME…”

Princess Celestia’s jaw dropped, and she blushed scarlet. “Prick-ly!”

“In a nutshell!” smirked Twilight Sparkle.

“Good heavens,” said Celestia. “I don’t suppose it makes those? I’ve never watched the procedure closely.”

Twilight shook her head. “No. It seems to leave out testicles—and fertility, for that matter. Strictly a pleasure ride, though they do ejaculate. And of course now it’s more of a divining rod.”

Celestia tried to pull herself together. “Good heavens twice. Will it aim in the direction we seek? How… colorful.”

“Nope,” said Twilight. “I’ve done it before. I’ll get a general location sense with a bit of work, and a much clearer sense if the other bit is in use.” She chuckled. “You’re right! It’s really kind of ridiculous. Brace yourself, here comes Sparkle!”

Princess Celestia carefully didn’t react as Twilight levitated her bit over and seized it in her teeth, and tried to neither stare nor look away. Twilight stood defiantly with a rather slim but aggressively flared stallionhood jutting out from between her hind legs, and concentrated. She’d squeezed her eyes shut. Celestia was glad of that, for she caught herself staring at the penis in spite of herself. She’d exaggerated her familiarity for the sake of argument. Really, she hadn’t looked at a penis since…

“Got it!” said Twilight Sparkle, spitting the bit out triumphantly. “I’m pretty sure we should be heading in the direction of Fillydelphia! I’ll make a note of the compass direction, and when we get nearer we can triangulate. It shouldn’t take that long!”

Celestia gulped. “Oh, good,” she said, and gave a nervous little smile.

“Princess?” said Twilight. “Is something wrong? After that scolding, you’d better not have turned squeamish on me…”

“No! Certainly not,” said Celestia. She hesitated, and then decided she’d better be honest. “Twilight, you were told some of our history. Between myself and Starswirl, specifically.”

Twilight considered this. “And now you think maybe you have to go and fight Discord again, you mean?”

“Not exactly,” admitted Princess Celestia. “That doesn’t worry me… much. I don’t really believe he’s behaving as he used to: he—well, she—is probably trying to turn over a new leaf. It’s just that… please don’t repeat this, Twilight. It’s just that if she has taken the bit and become the Starswirl of old, and has gone out to conquer as he once did, well…”

Twilight blinked, having never seen Princess Celestia awkward and embarrassed before.

“I’m not happy with the feelings that brings up for me,” said Celestia, gravely.

Then, she gasped and flapped in momentary alarm, for Twilight Sparkle had charged forward to seize her in a hug that was more like a tackle. She blinked away tears, a part of her ageless mind noting that it had been over a thousand years since she’d shed those, as well. It was truly a day for the extraordinary.

“It’s okay, Princess!” cried Twilight proudly, hugging her mentor. “I understand things a lot better now. I’ll help you!”

Celestia heaved a great sigh, hugging back. “Thank you, Twilight. Thank you.”

“We’re going to go there and you’ll face your fears and we’ll deal with Discord running around fucking whoever he likes, I promise!” vowed Twilight. “It’s nasty, what he did! I think alicorns like us need to follow much higher standards than that! Now I know why you were so harsh about me going out with Trixie—you were sensitive about abusing powerful magic talent—desecrating it! We have to rise above such things!”

Celestia winced, gritting her teeth. “In fairness, we’d encouraged him to experiment, but not in such a way that he’d harm ponies. I thought the idea was to urge him to accept his Chaos form, not to go looking for magic penises.”

“Doesn’t matter!” declared Twilight. “I understand so many things so much better, now that you’ve explained that. You don’t have to suffer along with bad decisions you made in the past, Princess Celestia! You tried so hard! You were doing so well for so long. I’m faced with a similar problem. I’m sure I can help you through this!”

Celestia hugged her back, tighter. “Thank you,” she said quietly, looking over Twilight’s shoulder, across those strong, furled lavender wings.

“You’ll turn back to the happy, secure, celibate Celestia I grew up with, before you even know it,” said Twilight, “and then you can help me lead the life of the mind like you and study, for science, like we always wanted to! Forever!”

Princess Celestia’s eyes flew wide in dismay.


The white unicorn mare with the bitter, jaded look curled her lip.

“Oh, look who’s come to amuse us again! It’s Ra… ra… r…”

Aftershock trailed off, speechless, as Rarity walked forward into the pool of light. She’d been expecting another sparring with sharp words and scarcely-veiled contempt. She had not expected Rarity to return to the club looking so… used.

Rarity peered up from under lowered brows at her old rival. Above her challenging, defiant gaze, her horn caught the light—what was left of it. Nearly half of it was burnt clean off. It still bore char marks, which hadn’t been buffed out. Aftershock’s heart began to pound, for she thought she could even smell a whiff of it. Outrageous!

“How pleasant to see you, Aftershock,” said Rarity mildly. Her eyes gleamed with some concealed emotion that Aftershock couldn’t begin to guess.

“Ah, likewise, Rarity,” said Aftershock. “How lovely for you. Who’s the father?” She gulped, staring at Rarity’s unthinkably sex-ravaged horn, not sure she wished the answer.

The room had fallen silent, with all eyes riveted to the sudden drama. Rarity yawned, aware of the concentrated attention, basking in it for a delicious and dreadful moment, turning to take in the whole audience.

“This time,” she purred, “I bring gifts to share.”

Every eye widened as Rarity stepped back and gestured with her head and what was left of her horn.

Slowly, Chaos stepped forward into the circle of stares.

“Er, hello,” she said. “I’m given to understand you ponies know how to show a mare a good time?”

A voice cackled from the back of the room. Aftershock realized her ears were laid back, and tried to straighten them. “Who are you? Did you do that to Rarity?” she said.

“In fact, yes,” said Chaos. “Though I’m not sure it was a good thing. Derpy, didn’t you say she didn’t like that? I’m almost sure you said something to that effect.”

“Never mind!” said Rarity hastily. “These ponies will take care of you.” She, in turn, fought to suppress an insane, wicked smirk. “Gentlemen, this time my guest is open to festivities… if you dare!”

All eyes devoured the new arrival with redoubled fascination. Chaos stared back in frank curiosity, scanning the crowd.

She blinked, singling out one pony. “What’s the matter with him?”

Rarity and Derpy followed her gaze, and gasped. It was Crowbar. Rarity’s face twisted for a moment as she fought to not betray her plan, and Derpy’s expression went tragic in an instant.

Most of Crowbar’s mane was gone. He retained the ball gag, but looked more miserable than usual. The remnants of his mane looked charred, and there were burn marks on his face. Whatever had happened to him, nopony had seen fit to clean him up.

“Why’s that thing in his mouth?” asked Chaos. “That’s a ball gag, isn’t it? I’m sure I’ve heard of those. This must be a fearsomely kinky club, would you look at these ponies! Rarity, is it as wild as it looks, or is it make-up and masquerade?”

“It’s real,” said Rarity guardedly. “That’s Crowbar. He doesn’t talk.”

“Well, of course not with that thing in his mouth!” said Chaos brightly. “I could turn it to cake if he likes; it looks uncomfortable.”

“No,” said Aftershock. “Leave it. We get sick of the grunts and halfwords as if he was able to talk. You don’t want to hear them either, trust us.”

“What happened to him?” said Rarity with feigned nonchalance, as Derpy stared aghast.

In the front of the crowd, predictably, was another tall unicorn, this one male. High Strung curled his lip, shooting a savage glare at Aftershock, who ignored him haughtily. “He got on Aftershock. That was a mistake. He’s getting greedy; you know we can only use him as an end game and he’s got to cope with that for obvious reasons. It served him right and at least he’s been a little more manageable since then.”

“But you didn’t answer the question,” said Chaos, turning to study the tall, handsome stallion.

He shrugged. “She threw distilled cider on him and set him on fire. He didn’t like that much. Brayed like a donkey in fact, jumped right off her and hid under a table.”

Chaos’s ear flicked. “Did that help? Was it part of what you do here? I confess I’m not entirely up to speed with your idea of fun.”

“It didn’t help the table much,” said High Strung dismissively. Behind him, Crowbar trembled, a haunted look in his foolish, dull eyes.

Rarity gulped. “Well. Hard luck for old Crowbar, then. Perhaps this evening will bring more fun for him.”

High Strung shot her a sudden glance. “You don’t say?”

His eyes widened. Just for a moment, he saw the rage in Rarity, tightly confined within her elegant demeanor. He paled, shrinking back and feeling the hate beat against him like the heat from a fire.

“Enjoy,” said Rarity, coolly, with a curl of the lip. One eye twitched. She smiled, or at least it seemed to be in the shape of a smile.

“My word,” said High Strung. He turned to Chaos, studying her. “So, you’re here willingly, my dear? To, shall we say, open yourself to new things, perhaps?”

She fluffed out her wings, to gasps from the crowd. Not everypony’d been able to see her whole body, for Chao was tiny, smaller even than a normal pony, and she’d looked like a slightly starved unicorn on first glance. Ponies shoved each other to gawk, and the tightly packed circle of onlookers stared in fascination. An alicorn they’d never heard of had come to their club. It was impossible, but there she was.

Chaos turned, spreading her wings and folding them neatly against her body. As her wings stretched out, the gawkers could see that part of her ponylike outline had been wing mass. Without their feathery shapes to round her out, Chaos revealed a startlingly lean, frail figure: ice-blue limbs gangly off a wasp-waisted alicorn body, set off by lilac and magenta mane and tail which shifted and changed in fernlike patterns that hurt the eyes and seemed to recede into detail forever. Over a small, proud chest was an oddly catlike face with huge, jade eyes—and over that, the alarmingly massive horn, a horn that made every unicorn in the room cringe back slightly with feelings of inadequacy.

All but two.

Rarity watched, her eyes gleaming, and furtively tugged Derpy back into the crowd, whispering, “Come on, darling. This way. Please…”

And High Strung stood confronting the slim, elegant apparition, towering over her, no expression on his face.

“Did you hear me? You haven’t answered the question Aftershock asked, or mine. Who are you and why are you here?”

Chaos stamped a hoof, and stuck out her lower lip. The impression she gave was that of a petulant kitten. “I’m Chaos! Are you stupid? Why do you think I’m here?”

“I want to hear you say it,” replied High Strung evenly.

“Fine! I had amazing sex with Rarity which I shan’t begin to describe—though actually I’m given to understand I might not have met her needs, somehow—and I was left with a simply overwhelming desire for a good hard fucking. Does that sound too difficult for you? If so, kindly step aside and I’ll find someone here who will oblige. You can’t possibly imagine how pent up one gets after a thousand years as statuary.”

High Strung’s lip curled. “You? Statuesque?”

Chaos pouted again, sulking. “No. It… oh, it would take too long to explain! Kindly fuck me until I come, or I’ll turn you into something interesting. Which could be very difficult, from the looks of you! You’ve got the look of a tedious aristocrat, though I like the breadth of your shoulders.”

“No,” said High Strung coolly. “I mean, how can you claim to be statuesque when you’re just a tiny, scrawny, little slut?”

Chaos froze, her eyes going wide. High Strung bared his teeth in a triumphant grin, and moved toward her, menacingly.

A new voice rang out.

“Don’t you call her that!” protested Derpy Hooves. “Even if she’s a kind of big meanie! That was super extra mean hurty words, oh my gosh! Stop that!”

Rarity was clinging to her, trying to prevent her from struggling forward. “Derpy, no! It’s just their way, hold your peace!”

Chaos blinked, stared in startlement at Derpy, then glanced sharply back at the impassive, towering unicorn stallion.

“Oh, I see,” she breathed. “I get it. You just became much less predictable, dear fellow. I like it… Derpy! I think I see how this goes. Kindly don’t interfere, whatever you see happening, hmm? I believe this gentleman and I are negotiating something.”

She drifted over, and nuzzled his chest, her eyes half-lidded. “Tiny, scrawny little slut, eh? If you only knew… what types do you like best? What sort of little pony did you long to favor with your penis tonight? Have you a preferred size, then, or shape? All this can be yours.” Her eyes flicked open, transfixing him. “For a price!”

Aftershock choked on her drink. High Strung tried to maintain his composure. “What do you mean, a price? What price?”

Chaos considered this for a second. “Right. That’s preposterous, what was I thinking? Just fuck me!” she declared, impulsively. “You look like a big strong fellow. Surprise me!”

She whirled with a flapping of wings, and presented him with an alarmingly pert and petite rump. Tucked between taut alicorn butt-cheeks was a neat little vulva, and the ice-blue labia winked out to tantalize High Strung with a flash of glistening pink. Chaos set her little hooves well apart, and flicked her tail to the side. “If you require an engraved and signed invitation, I shall kick you…”

High Strung’s nostrils flared, and he couldn’t tear his eyes from that alicorn vagina. “Hmmmmm!”

“What are you doing, thinking up another insult? Stop wasting time and give me hot sex, confound you!” squealed Chaos.

High Strung reared. The onlookers could see his cock dropping, swinging forward. Ears perked. Perhaps it was Chaos’s petite form, or the fact that her pussy promised to be tight beyond the normal experience of anyone in the club, but they could see that High Strung was rising to the occasion more than ever before. He went first, demanded it, because it took a fresh snug pussy to keep him up, and he tended to have trouble with that. But, for a change, it seemed like High Strung’s tall elegant body was finally matched by a stiff stallionhood, and he swung his hips forward as if he meant to lay the little blue alicorn to waste…

“Oh!” cried Chaos, to the sound of a juicy squelch as High Strung dead-centered her and shoved hungrily in.

He snarled. “How’d you like that, huh?”

Chaos gasped, as he shoved boldly into her, and then she squeaked, “It’s so… so…”

“Hah!” growled High Strung, caught up in his fantasy.

“Small!” squeaked Chaos happily, and High Strung froze upon her. A harsh laugh rang out from the back of the room.

“Shut the fuck up, Tremor,” groaned High Strung, squeezing his eyes shut against the treacherous tears.

“Oh!” cried Chaos, looking around. “I’m sorry, did you take that the wrong way? I hope we have follow-up, but it feels nice, honestly! Hang on, once I knew a mare who could do this… here! Thrust some more, while I… umph!”

High Strung whimpered. The whole room was staring at him in his moment of humiliation, and the little alicorn had tensed her body, canting her hips forward with effort, and was clenching her dainty pussy shut as tightly as she could, though she seemed a little vague on how that was done.

“Come on!” she moaned. “I’ll try to fit you, just fuck already, please!”

As if in a dream, High Strung shifted his hips. Chaos’s pussy was an eager little knot around him, even as he sagged and felt himself becoming limp. She screamed, “Oh no! Come on, come on,” and she tried to shove back against him, wriggling frantically, and High Strung tried to shove his crotch up against hers to prevent himself squirting limply out, and held himself there as she writhed and squeaked…

High Strung’s tall, powerful body jerked and twitched. Through his softened dick, precariously poked into Chaos’s eager moistness, globs of horsecome oozed. He clung tightly to her, panting, gritting his teeth.

Chaos wailed, “Oh, you’ve got to be joking! Oh no! Surely not!”

A new voice cut in, a scratchy, haggard voice that seemed to be under terrible, unthinkable strain. “Get off, Stringy! She wanted follow-up, didn’t she?”

Behind the crowd, Rarity licked her lips, clinging to Derpy and soothing her as she fretted.

Tremor, of course. Who else?

The tall unicorn wasn’t so tall as he dismounted, but he tried to stand up straight for all that. He staggered off, as a new figure approached. It was a bony earth pony with a facial tic, looking very smug.

“Don’t worry. He never finishes. Hey, he came in you! You must be very special, usually he slips out and goes on the floor…”

“Shut up, Tremor!” called High Strung.

“Kisses, sweetness!” mocked Tremor. He turned to Chaos. “It’s okay, he finds some amazing meat out there… but nothing like you, little cuteness. How ya doin’? Ya want a little, what you called, follow-up?”

Chaos was still standing with her legs braced well apart. Her wings fluttered agitatedly. She looked back at him and squealed, “Oaf! Fool! Can you not see…”

Tremor grinned wider. “Oh, we’re gonna be special friends. How do you want it? All sweet and cuddly? Or super gentle and nice?”

There was something in his tone as he said it. In the back of the room, somepony snickered. Then, Derpy’s voice chimed out, saying “What was funny, Rarity?”, before she was shushed.

Chaos glanced back at the twitching earth pony. Her eyes dropped down under him, and bugged out for a moment. They returned to entreat his.

“That’s more fucking like it,” said Chaos. “Sex please!”

The onlookers watched in silent appreciation as Tremor reared and mounted upon Chaos’s trim backside, and there was a minor scuffle as ponies shoved to find a viewing angle… and even as they scrambled to watch, Tremor’s hips shoved firmly forward, and a hard solid horsecock rammed against Chaos’s frantic vulva and poked in with a very taut squelch.

Pony eyes bugged out. He was as thick as some parts of her leg. He shoved further, and moans from the crowd accompanied the motion, as Chaos’s body was split wide by stallionhood.

Chaos shrieked.

“OH CELESTIA! Yes! Like that!”

A murmur rose from the crowd, mingled disbelief and awe. They watched, expectantly, as Tremor moved with deceptive calmness. Chaos’s legs were shaking violently. She wailed, “Yes!” again, with real conviction. They could all see the hard, thick horsecock pushing smoothly into the diminutive alicorn just feet away from them…

Tremor’s body convulsed. With a snarl, out of nowhere, he jabbed deeply into Chaos with all his strength. Her eyes flew wide, and she let out a wild shriek, and her mouth hung open in shock at what had just happened to her body.

She felt Tremor’s forelegs clamp around her, forbidding escape. She heard his hot breath in her ear.

Suddenly, he plunged again, stabbing to her depths and jolting her with pain.

Chaos gasped. “Uhhh! It’s… like that, is it?”

Tremor’s teeth found her ear, and chomped down. Chaos squealed, trying to lay her ear back. “Hey!”

Somewhere in the crowd, Derpy Hooves was crying out, “No fair! You stop that! No, Rarity, let me go!” Chaos scanned the sea of pony faces, but could see neither Derpy nor Rarity, just a mass of eager, hungry stallions. They all looked exceedingly aroused.

The cock seemed stiffer as it rammed painfully against her cervix again. Chaos stamped, squalling, and then the pain in her ear was a lot worse, yet she could move it. She heard Tremor spit, and felt him trying to get another grip. She realized he’d ripped the tip of her ear off, and her eyes widened in shock and outrage, and the cock jabbed at her excruciatingly, and she squealed in fury…

Chaos’s horn flashed. Her ear was suddenly intact, and she twisted her head frantically to evade Tremor’s biting teeth.

Chaos’s horn flashed again.

Tremor froze, his eyes wide. He wasn’t trying to bite anymore. He seemed stunned.

Chaos smirked and twisted her head around, and her mouth opened daintily. It closed on Tremor’s dangling jaw…

And all the onlookers could plainly see that Tremor’s jaw was now cake.

Chocolate cake, with a dingy yellow frosting that matched his coat perfectly—but disappearing down the little alicorn’s gullet.

Chaos chewed and swallowed, as he stared down at her in horror, making a croaking noise out of his permanently opened mouth. A male voice in the crowd screamed. Another voice grunted. Derpy Hooves could be heard crying out, “What’s happening? Rarity, what did she do?”

“How do YOU like it?” said Chaos playfully, and licked her lips, those jade eyes twinkling.

Tremor whinnied in abject terror, and it sounded odd without a jaw, and then he was struggling to dismount, whirling to run away for his very life. As his forehooves hit the floor, Chaos’s horn flashed again and the onlookers just had time to see that Tremor’s jaw was back to normal as if nothing had happened. It didn’t stop his desperate escape, and ponies leapt to the side to avoid being trampled. Tremor galloped to the door, kicked madly at it, whirled around and smashed it to bits with doubled hind hooves, and fled up the stairs, leaving the magic door fizzing and sparking in a shattered heap.

Rarity was among those staring at the wreckage. “So much for that creak,” she marvelled.

She turned, hearing a noise, and her eyes lit up like it was Hearth’s Warming Morning.

Chaos was still standing in the middle of the circle of ponies, though they’d backed off in fear. She wasn’t alone.

Crowbar sniffed at her… and mounted.

Every watching eye widened. Chaos had obviously not looked too closely at him. Crowbar was a short and burly earth pony, not nearly as impressive-looking as High Strung nor as intimidating as Tremor. His forelegs tightened, and the onlookers knew he wasn’t going to let go. He never did. Instead, he got more and more worked up until he… entered.

From under Crowbar, the horsecock emerged, and it looked nearly as thick as Chaos’s entire trim waist.

Unsuspecting, Chaos moaned. “Oh baby… third time’s the charm, do it properly, will you? I… Oh. Oh!”

He’d prodded her, and she felt the breadth of his flare.

“Oh,” gasped Chaos in shock, her ears laying back. She twisted her head around frantically, trying to see what had her. “That may be… oh. Oh! Now come on that will never OH!”

The onlookers saw Crowbar stiffen. He adjusted his position, shifting a hoof. His forelegs tightened. His back bent…

“OH!”

Chaos stood, rigid as a statue, as Crowbar’s pressure doubled, tripled. Her mouth hung open in a silent scream, her eyes were as wide as dinner places and fixed on infinity, and as the crowd watched ice-blue stretched labia appear around the edges of Crowbar’s massive flare, and saw it begin to disappear inside her in spite of everything…

Chaos’s horn flashed desperately, blindingly.

Crowbar began to slide into her body, stretching her impossibly. She shrieked, her pupils pinpoints of shock.

Her horn flashed again.

All the watching ponies could see the bulge in Chaos’s trim blue belly, sliding deeper and deeper. The sight of her hindquarters transfixed by Crowbar’s enormous cock no longer made visual sense. She screamed again, breathlessly…

Her horn flashed yet again.

Crowbar moaned. His body doubled yearningly, longingly, and his hips kept pushing farther and farther and farther. Chaos’s eyes seemed jammed in a look of utter shock. She licked her lips with a tiny scrap of alicorn tongue, trembling, seemingly afraid to breathe. Crowbar nuzzled her neck lovingly, and those hips gave a final shove, and Chaos’s eyes widened to frantic staring circles of alarm…

Her horn flashed one final time, and Crowbar rested, his expression speaking of bliss and satisfaction beyond the hopes of a lifetime, as if he’d climbed some personal mountain that had always been denied him.

Chaos reached under herself, hesitantly, with a forehoof, to touch her chest. The touch began at her breastbone, traced down wonderingly across ribcage and toward belly, only to encounter a big unnatural lump where lumps did not belong. She took a cautious breath, and felt her lungs expand against the titanic penis that filled her from tail to thorax.

Crowbar’s entire cock was inside her, his crotch snuggled up cozily against her tiny rump, his swollen flare taking up much of her chest cavity. Only the power of complete chaotic unreality had saved her. No mortal pony could possibly have survived it: either they would have died, or proved not deep enough for the besotted, frustrated monster.

Crowbar quivered, balls-deep in a mare for the first time in his life… and he began to move.

Chaos shuddered as if struck by lightning. Her horn flickered in a moment of panic, and then her eyes softened and went half-lidded in obvious sensuous ecstacy. “Oh… sweet… CELESTIA!” she groaned.

Through the eagerly watching crowd, Rarity shoved, followed by Derpy. She got to the front, and stared, astonished. “How are you not dead?” she squealed.

Chaos reeled. Ponies, surrounding her, bent down to gawk. Inside her, Crowbar’s enormous cock could plainly be seen moving in and out, taking up nearly her entire body. A few ponies shoved each other aside to gape at the view seen between the coupling lovers. Chaos seemed like a hollow sleeve, even her trim buttocks shoved wide to accommodate the impossible shaft that slid lovingly back and forth inside her.

Crowbar never shoved, didn’t make a single harsh or rough motion. He wore a dreamy little smile, and his eyes were closed. Chaos’s eyes were open but unseeing. Her mouth gaped wordlessly, and her tongue hung out like a dog’s. Inside her, Crowbar surged dreamily to and fro, his joyous heartbeat throbbing through her pelvis, against her stomach, straight up to her lungs. Chaos felt his flare nuzzling up into her chest, through her chaotically-expanded vagina, until it seemed to gently nudge her very heart as that beat its own wild, aroused rhythm. She’d made her pussy enormous to take him but left it as sensitive, inch for inch, as a regular mare’s—normal lovemaking pleasure multiplied by the increased surface area—and the resulting sensory overload threatened to melt her astonished brain.

She blinked and realized Rarity was right in front of her.

“How is that not EXPLODING your PELVIS?” wailed Rarity, her eyes wild.

Chaos tried to fight her way through the overwhelming waves of sexual bliss. “I had… to reshape it… oh Celestia!”

Rarity sagged, despairing, to the ground in front of her ecstatic victim. Behind Chaos, amazed ponies saw that, indeed, Crowbar’s erection had altered the alicorn’s very bones, and her pelvis seemed in the form of a tube, tight little rump spread strangely around the massive fleshy cylinder that still penetrated her with loving, blissful strokes, so tenderly…

Crowbar began to whimper, though he didn’t make a single rough or wild move.

Chaos began to squeal, and her horn glittered fiercely as she screwed her eyes shut.

By the bar, Aftershock’s eyes widened at the sight. “Take cover!” she shrieked.

Crowbar tensed. “Oooooommmmhhh!” he moaned, through his ball gag.

His body twitched. All the ponies could see him throb inside the petite alicorn, rammed right up to her chest. He stiffened, and he came in a series of grunts and shudders.

Chaos screamed, the bulge in her swelling visibly… and then, all the chaotic lightning in Equestria burst from her horn, blindingly, blasting skyward and taking half the roof with it. For second after second, the bolt carved a hole in the ceiling and the building above, Chaos beginning to buck and kick, and then the discharge was refracted in a bizarre flicker of chaos magic, and there was no more incandescent bolt of searing magic energy.

Instead, there was a sort of fountain. Chaos, wild-eyed and shaking, stood as horse semen gushed out of the tip of her horn. Crowbar groaned, giving a last little shove. Chaos’s belly-bulge started to contract, and the fountain of come that splattered juicily on the floor began to subside. Crowbar shuddered, giving a last spurt. The spurt gushed into Chaos, right through her, and squirted out her horn to dribble down it and across her face. She licked it off her nose, distractedly, and wobbled as Crowbar nuzzled her in obvious devotion.

“That was odd, even for me,” she said, her voice unsteady.

She looked down. Rarity lay before her, weeping hysterically.

Chaos’s eyes widened, seeing her half-a-horn.

“Oh, no… Ponies!” she cried, her voice cracking. “You must tell me if any unicorns had orgasms, watching us! Dear Celestia, I’ll have incinerated them this time, I never, never meant to kill off Celly’s mortal unicorns, please tell me nopony opened a channel for THAT…”

Aftershock called from her position hiding behind the bar. “No way! What the hell are you? That was fucked up, even for us! It came out your HORN?” She gagged, then continued her rant. “No unicorns squirted, I promise you! Is that how you burned up Rarity? You blew off our roof, you freak!”

Chaos glanced up, into the night sky. Her face fell. “Oh, no! If it’s not one thing it’s another, she’ll be furious with me, simply furious… Who lives up there?”

“It’s abandoned!” yelled Aftershock. “So? So what if nopony lives there? It’s the principle of the thing!”

Chaos brightened. “Oh! Well, that simplifies matters. A little paint, some curtains, a tarp to keep out the rain and your dive can return to its cheerful squalor! Ahnnnn… it’s so hard to focus…” She began to sway, again. Crowbar wasn’t dismounting. He clung to her like she was the only thing in the world. The bulge he made in her had subsided a little, but it was still daunting. Chaos wriggled her slim hips tenderly, and Crowbar whimpered with delight.

“Are you fucking finished?” demanded Aftershock. “Or finished fucking?”

“Yeah,” added High Strung. “It’s going to be hell getting Crowbar back in shape!”

Chaos’s eyes flew wide. “What did you say? Crow-who?”

Rarity stirred. She lifted her head, and Chaos looked down into her tear-drenched eyes.

“That’s Crowbar,” said Rarity. “The pony in you is Crowbar. He was supposed to hurt you.” Her eyes filled with tears again, and she sagged in despair, Derpy hugging her.

Chaos stared, thunderstruck. “Supposed? Is this what lies behind your odd behavior? You’d hoped this glorious beast would jump on me with that titanic weapon and… hurt me? You brought me here, urged me on, all for this?”

“You may as well kill me now,” muttered Rarity. “It’s all true. And I failed.”

Derpy glanced back and forth between her and Chaos in confusion and chagrin. “No hurting! No killing! I don’t think this is a good place, Rarity. We should all go away now. Please don’t cry?”

Chaos gulped, shocked. “But, Rarity: I’m Chaos. He didn’t have to hurt me. I just changed my physical form.” She made a face, feeling Crowbar’s cock still pulsing against her lungs. “Rather a lot, in fact.” She felt a drip of semen fall off the tip of her horn and roll across her cheekbone, winced, and returned her horn to its normal form with a quick flash of chaos magic. “All right, more than a lot, arguably too much, I fear it will give even me nightmares…”

“Good,” said Rarity bitterly. “I’d hoped your sleep would be permanent, darling, but at least it can be troubled.”

Chaos gasped. There was no mistaking Rarity’s tone: the mask was off.

“But… but I pleasured you! Don’t you understand that I wished only to bring you joy? Once I had a pony who l… loved me,” said Chaos, a tear in her eye, “and took joy in me and I in her, and now it seems no matter how hard I try I bring nothing but dismay. Rarity, to learn that you seek my demise is horrifying! I don’t want my world to work that way. What must I do to regain your trust? Is it the chaos magic? Every time I transform it seems to lead to hurt feelings, regardless of my ingenuity. Though you must admit it brought joy to this fine fellow who’s still clasping me…”

“Give him back!” demanded Aftershock.

Chaos blinked at her. “I’m talking to Rarity. Excuse me.”

“Fine, talk to her, and give Crowbar back!”

“No,” said Chaos.

Rarity’s eyes widened. Derpy’s jaw dropped. Aftershock stared.

“What did you say?”

“No,” repeated Chaos. “I’m keeping him. He was absolutely amazing, and none of you mortals could ever handle him.”

“That is precisely the point,” said High Strung. “He’s our finisher, our end game. Return him.”

“No,” said Chaos. She thought, and added, “Look, you burned him. What if he didn’t want that? Perhaps you’re an unfit custodian. And note that it’s me saying it, which should give you pause.”

“Of course he didn’t,” snarled Aftershock. “That’s nothing to what I’ll do to him this time. He’ll be insufferable until we break him again, and thanks so very much for that.”

“No,” said Chaos. “For such a short word, you seem to have terrible trouble with it. You may not have this earth pony. There are a number of things I’d like to do with him. I know another pony who was used to something very like him.” She blinked, and added, “Perhaps I should rephrase that. I may need to reconsider my use of chaos powers. I’m thinking of kindlier things to do with him. Pony things, such as a bath, and asking Rarity to fix his mane. Won’t that be nice?”

“What a coincidence!” said Aftershock. “There are a number of things I’d like to do with him as well! Setting him on fire again would be a good start. Alcohol flames won’t damage him too much, but it’ll get the point across.”

Derpy Hooves’ eyes widened in horror, and before Chaos or Rarity could react, she’d charged.

“Stop that!” she raged, nose to nose with Aftershock. “You do not set ponies on fire, oh my gosh are you crazy? Shame on you! You take that back!”

Rarity struggled to her hooves. Chaos tried to move, but Crowbar’s enamored embrace had her rooted to the spot.

Aftershock caught the eyes of some mean-looking stallions, and they closed ranks around her and the irate pegasus.

They pounced, and two high-pitched screams rang out: Rarity, and Derpy.

“Keep him,” said Aftershock. “We’ll trade. Gimp for a gimp. Now leave!”

Rarity charged, and reared back to dodge a savage kick from one of the stallions. “No!” she screamed.

“Fuck you,” snarled Aftershock, “and fuck the screwed-up ponies you bring in here. This is my place now! Don’t ever return!”

Rarity glanced around, at all the glowering ponies that once called her Mistress, at her bitter rival Aftershock, and at Chaos, the unpredictable and heartless alicorn she’d sought to destroy. There would be no help there: she expected Chaos to materialize some popcorn and cheer on the fight, Crowbar’s cock still up her to the tonsils. The poor big-dicked idiot had unknowingly gone from bad to worse, and had no idea of his plight. Rarity turned to face the crowd of stallions that pinned Derpy to the ground.

“You can’t,” she bargained. “I mean, yes, we all know of your sadism and I quite understand that part, but I’m a very important pony with powerful friends and you need to let my mate go…”

Rarity paled as she saw Aftershock’s face and realised what she’d just said out loud.

“Thought so,” sneered the other white unicorn. “From the moment you first brought the silly creature in here, I suspected that. You’re a fool, Rarity, and you don’t get things just by asking for them. We’ll trade you your pegasus for Crowbar. Every pony here accepts that. Return our gimp, or lose yours.” She smirked. “I do hope you refuse. I’d like to go to work on a pegasus, they flip out when you start plucking their primaries…”

There was a thrashing under the pile of stallions. Rarity blanched further.

Chaos struggled, and pulled away from Crowbar’s embraces, the giant cock slurping wetly out of her… and advanced on the group, to stand beside Rarity.

“No!”

Rarity gasped. She hadn’t expected the mad spirit of Chaos to take sides, much less her side. Or, indeed, Derpy’s side…

Aftershock hadn’t become mistress of the club for nothing. She didn’t flinch, even confronted by an angry alicorn. “Oh, so you agree to return Crowbar? Thanks ever so much…”

“We’re taking both of them,” said Chaos, stamping her little hoof. Rarity gaped at her in shock.

“No, you’re not,” said Aftershock. “Pick one.”

Rarity’s eyes snapped back and forth between Chaos and the gang of ponies, frantically. She gulped, and hissed to Chaos, “Turn them all into frogs! Quick!”

“I’d better not,” whispered Chaos. “I keep getting in such trouble that way. Help me talk my way out of this, there’s a good pony.”

“You choose NOW to quit turning things into things?” wailed Rarity.

“Every time is now, somewhere,” said Chaos gravely. “I’m the spirit of Chaos, doubtless I can fix all this with argument, or possibly a riddle. Perhaps if I hadn’t been turning things into things, you wouldn’t have tried to kill me with penis. Shh!”

She turned to face the gang of stallions again, but there’d been a change.

“Hold it up!” demanded Aftershock. There was another shriek from under the pile of horses, and a struggle, and then a grey wing stuck up in front of Aftershock’s face, feathers splayed in anguish.

She bent, and seized a feather between her teeth, staring straight at Chaos, and hissed “Give us Crowbar, or I start plucking right now, while Rarity watches.”

Chaos flinched. She couldn’t take threats to herself seriously, but Derpy was another story. Derpy was mortal, vulnerable… breakable. Chaos glanced at Rarity, and went pale, her ears laying back. Rarity wore a look of absolute horror, seeing that her mate was helpless and violated. Derpy’s wing shuddered fitfully, suspended by that one primary flight feather, unable to pull away.

Chaos flinched again, remembering when she’d removed those same wings, and the explosion of events that had followed. It all made sense, suddenly: she’d done something that had shattered Derpy’s world, and she’d thought nothing of it, and Rarity had hated her for that. The bursts of chaos and transformation had claimed another victim. Now she was watching another pony do on purpose what she’d done as a momentary whim. Now she saw what her actions had meant… She turned back to Aftershock, her eyes wide and frightened for the first time.

“Let’s talk about this, miss. Let the wing go…”

“It’s a sharp twitch of the neck,” said Aftershock through her clamped teeth. “I can show you how it’s done…” She gave a little tug. Derpy let out a miserable wail as she felt the tension on her primary. There was nothing of desire in it, as even Chaos could tell.

“Kill them!” whimpered Rarity, shaking, her eyes riveted on the poor grey feathers held hostage before her.

Chaos couldn’t blink. “There’s got to be another way,” she said weakly. “One that doesn’t lead me farther into the abyss. Celly didn’t like me changing things either. I have to stop somewhere. Miss, untooth that wing, please! I warn you, you don’t know your peril!”

Aftershock’s smile grew.

“You’re flinching. You won’t do it, whatever it is. I can smell the cowardice. I’ve got you as surely as I’ve got this pegasus.”

“It’s not cowardice,” said Chaos, with a flash of anger. “I’m an immortal spirit of Chaos. I’m trying not to be an evil one, and I’ve gone too far already, thank you. Don’t make me do something strange and wrong to you. Let her go!”

“Last chance,” said Aftershock.

Chaos’s nostrils flared. “On the contrary. It is the last chance for you…”

They stared at each other, motionless, defiant. Then, Aftershock began to tug on the feather held in her teeth, staring Chaos down as she did so. Under the pile of stallions, Derpy screamed piteously, trying to thrash, pinned down beyond hope of escape.

Rarity seized Chaos, screaming “DO something!”

“You leave me no choice!” hissed Chaos, and the fire in her jade eyes was the flames of burning bridges.

The ice-blue alicorn horn flashed, blindingly.

Derpy thrashed, flapping madly, flinging appendages in every direction. She broke free, saw Rarity, and flew to her like a little grey bullet, and then unicorn and pegasus were clinging to each other and weeping, wailing, their distress bursting forth unchecked now that no threat presented itself. Rarity kept kissing Derpy’s wing, and Derpy hugged Rarity so tightly that she struggled to breathe.

Chaos sat down heavily onto her little haunches, the huge passage through her body making her feel as hollow as her spirit.

She stared at the large pile of disembodied horse penises. She’d transformed every one, except Crowbar, herself, Rarity, and Derpy.

She sighed. Her eyes glistened. Chaos had struck again.

“Something of a dick move, I fear,” she said, and the joke didn’t even lighten her spirits.

Rarity wiped her eyes. Slowly, she turned to look at the creature who’d hurt her beloved, but then rescued her. Chaos looked back, as if seeing with new eyes the devoted unicorn and sweet pegasus, finding their defenseless, fragile, mortal love for each other somehow more wondrous than all the chaos magic she could unthinkingly inflict upon the world…

The room exploded with light.

“What have you DONE?” roared Princess Celestia, diving down through the wreckage of what had been the club’s ceiling.

Right behind her was Twilight Sparkle, screeching with rage. “We’ve got you now! We spotted a pony who was running for his life, must have been a mile away from here and still he was running from you! And when we got closer we could see you’d blown the top off a building, and it looks like we only just got here in time to save Rarity and Derpy from you, and what do you think you’re doing with those…” She gasped. “…are those real horse cocks?”

She landed, standing beside Celestia who towered over the ice-blue alicorn and glared down at her in unconcealed fury.

Chaos blinked up, tearfully, at the alicorns of Order and Leadership.

“They’re still alive,” she said, “and in fairness they WERE all dicks to start with.”

The tendons stood out on Celestia’s neck. “Twilight,” she said. “Go get Luna. This time it’s the moon, and he’s not coming back. Ever!”

Chaos hung her head, and said nothing. A tear dripped off the end of her nose. Twilight spotted it as she was turning to leave, and froze in place, outraged.

“Don’t fucking try it,” snarled Twilight. “How dare you try to manipulate after the things you’ve done? If you…”

“Wait,” said Rarity.

Every head turned to look at her, and she gazed levelly back, cradling Derpy’s head in her forelegs.

Derpy stirred, and looked around. She saw Celestia, and her face lit up. Chaos winced, her mood darkening still more. Her chaos powers had rescued Derpy, yet it was Celestia’s powers to which the pegasus turned.

Derpy gazed with awe at the pile of penises. Then she turned to Chaos, her sweet eyes trusting and unafraid.

“You can turn them back now,” she said. “Princess Celestia will protect me!”

“Perhaps not just yet,” suggested Rarity, studying Chaos. The ice-blue alicorn drooped with self-loathing, and Rarity knew enough about pain to recognize a pony whose spirit was broken. She added, “I think it’s time this club ended. It’s time the games ended. Perhaps it’s not wrong that Chaos ended them.”

Princess Celestia looked at Rarity and Derpy, and her ears quirked to the side in perplexity. She opened her mouth, then closed it. She swallowed, and tried again. “I would ask what’s happened here, were it not obvious: Chaos has turned a number of ponies into disembodied penises. She’s also removed the penis of one of my guards for selfish purposes, and I don’t know what else. And yet there seems a reason for some of this behavior?”

Rarity trembled. “She also prevented a murder.”

Twilight blinked. “Oh come on! How can you know that?” she demanded.

Rarity held her head high. “I do know it, Twilight. I know it because… it was I, who sought to kill her. For upsetting Derpy. And now she’s saved Derpy from my old club, from my past as it were. And I guess she saved me from myself, too.” She twitched. “It has been a most exhausting day, Twilight. Do as you will with her, but I am glad Chaos was here.”

Twilight and Celestia stared at each other. Chaos was still sunk in misery. Celestia turned her attention to the alicorn of disorder.

She studied the small pale-blue form, that disconcerting flowing mane with the shifting seahorse and fern patterns that hurt the eyes, the weary resigned look, the marks of tears that had so often been false or simply absent. The one that had once been her stallion and true love, turned first to madness and randomness and then turned bitter and hateful. The mind that had contributed so much to magic scholarship, so proud and bold, only to become a frightening parody of that virile confidence and mastery. This was Chaos, once Starswirl, once Discord: Chaos drooped before her, passively awaiting the arrival of Princess Luna, willingly permitting the threat of eternal imprisonment in the moon and offering not a word of objection.

Chaos felt a hoof under her chin. She looked up into the eyes of Princess Celestia, who gazed down at her with stern dignity.

“Tell me everything you have done,” said Celestia. “And tell me WHY.”

Chaos gazed into those deep violet eyes, the exact opposite color to her own jade irises. Her lip quivered.

“I thought I was good,” she said. “I thought I was scrumptious. They said I should explore being a mare, make a new life for myself. You wanted me to go and make a new life. And I tried…”

Nopony spoke as the frail blue alicorn struggled to find words to express her truth.

“I thought I could use my powers for good, to be celebrated as I was when I was Starswirl the Bearded. You l—loved me then. But no matter what I did, it went wrong… That big pegasus couldn’t stand the sight of me, that’s why I borrowed his cock. I gave it back! I thought he’d be happier letting another pony do the deed. And they made such a fuss about not touching Derpy’s wings that I vanished them to be sure, and she became so upset! And I tried so hard to make love to Rarity and please her more than anypony had ever pleased her before, yet she hated me for it… she hated me, and said nothing…”

Chaos gulped. The tears were flowing more freely.

“She led me here, to this place. Ponies did things to my body I hadn’t asked for at all, such as the one you saw running away: he tried to eat my ear, so I ate his mouth to teach him a lesson. I put it back, but he just ran and I’m not sure he learned anything. And this one here is like I was, Celly, or more—and Rarity thought sex with him would kill me because I’m so small—and she, she wanted me to die…”

Even Twilight was watching the confession silently, speechless at the account of events—and the despair that poured out of Chaos’s every word.

“And I didn’t die, of course, because I’m Chaos… but as soon as I felt it, I wanted to share him, Celly. I wanted to bring you the joys you once felt, even though you hate me as much as all the others. I wanted to bring him to you…”

Rarity’s mouth hung open in horror and amazement. Chaos proposed to pimp out Crowbar to the Princess? Rarity stared in disbelief at her Princess, noticing as if for the first time how large she really was. Celestia’s face didn’t change at all, as she listened. She embodied order and justice as she heard Chaos out, not flinching no matter how unbalanced and emotional the little blue alicorn became.

“Because,” continued Chaos desperately, “because for more than a thousand years I’ve done nothing but bring you grief, and I can never have back what I once had, but the worst part is that I stopped trying, somehow. I was so angry with you for turning against me, rejecting the games we used to play, the jokes I used to make, the way we behaved with each other. I wanted to punish you for that, once. I don’t feel that way anymore. I was a fool.”

It seemed like nopony was even breathing. Chaos’s eyes pleaded for understanding.

“I’m trying to be better, Celly. I’m trying to move on. I want to bring you what you’d lost so long ago, so you can move on too… and I’m trying to learn to be a mare though I’m making a real mess of it. There are wonderful things about being a mare, Celly. I… I think I know how you felt. Maybe now I understand why y—you put up with me for so long…”

Princess Celestia didn’t blink, or look away. Chaos wept. Not manly tears: those were not available to her. Chaos came undone, blubbering her final words and barely able to meet Celestia’s gaze. She trembled worse and worse, until she was shaking, forcing the words out.

“…because I was a jerk the whole time, and I’m a jerk now and when I look at these ponies and how they love each other I can see what you had for me, and the best I could do in return was boast and perform like a stud-horse and then turn around and boast about that! And you should have better, Celly, really you should. Even this retarded earth pony knows how to love better than I do, I could feel it in every motion he made. Take him, and send me to the moon, but be a happy mare again! Or if you don’t, I’ll try harder to move on and live as a mare myself, and treat ponies right. I swear it on the beard I used to have! I promise, Celly. Even if you still hate me I swear I will try to do right from now on. Please don’t doubt me just because I’ve let myself get emotional. I can’t help that, I m…”

Chaos halted, shocked, her eyes wide as she choked on the word. Her face twisted as she forced herself to go through with it anyhow—and her gaze dropped, the tears pouring forth unchecked.

“…miss you…”

Chaos wept, trembling, absolutely silent, awaiting her sentence. She stared straight down through a haze of tears, unable to bear the sight of even Celestia’s pretty golden horseshoes, unable to look up into those beautiful, stern, violet eyes for one more second. She screwed her eyes shut, tears running down her nose in her anguish.

A hoof under her chin lifted it, forcing her head to come up.

Princess Celestia’s lips met hers in a royally passionate kiss.

Chaos’s eyes flew open, and the lovely violet eyes glistened as they gazed soulfully into hers.

“We’ll talk,” said Princess Celestia, sternly… and gathered little Chaos into a fierce, possessive embrace.

Twilight boggled, her expression horrified. “Do you realise what you’ve…”

“Yes,” said Celestia, her eyes squeezed shut, nuzzling Chaos’s neck. Chaos sobbed, violently, with a sound like an ungainly whoop. Celestia hugged her close, stroking her neck as the ice-blue wings flailed disheveledly.

Twilight’s eyes were wild. “You realise she’s got to turn these dicks back into ponies?”

“She will,” said Celestia. “She’ll cooperate.”

“That pony has a ball gag!” squealed Twilight. “You’re going to let a mentally retarded bondage pony have sex with you?” She was trembling, too, but it was in outrage.

Celestia lifted her head, to glare at Twilight. “Shush! I don’t know. That’s not the important thing.”

“What’s the important THING?!”

Celestia turned back, to nuzzle sobbing Chaos, and spoke to her.

“I still love you, too… Swirlie.”

There was a gentle, fluffy thud.

Celestia ignored it completely. “And,” she said, “I fear you’re going to be a terrible pain in my ass, aren’t you?”

Chaos sniffled, and didn’t even come up with a quip about anal sex. Celestia cuddled her tighter.

“Derpy, will you help me?” said Rarity. “Twilight’s fainted.”