Fall of Equestria: Twilight Falls

BY : RoyalUnicornJohn1994
Category: +M through R > My Little Pony
Dragon prints: 292
Disclaimer: Neither this story or its author(s) are affiliated to hasbro entertaiment nor reclaim any material or characters used within the Friendship is magic fandom

The spring planting festival’s afternoon was just short of perfect. The sun was already well over three fifths of its journey through the sky, and the ponies below knew there was still a lot of time before the festival ended. Groups of various ponies were out, enjoying the many activities provided by their friends.

Streets were adorned with greens, reds and even yellow banners, all of them a symbol of what spring had to offer to all of them. Contrary to most of Canterlot's celebrations, this one wasn’t only for the rich and powerful ponies, but also for the working class, that being the main reason of why the spring festival was so happy and colorful.

One group of ponies on the street, one of the most famous through all of Equestria, was out in the streets, also enjoying and partaking on the many entertainments.

The tallest, an orange mare with a muscular body, hardened by years of hard work at a farm, stood in front of the group. Her characteristic stetson hat resting on her blonde hair gave her a country beauty few could compare.

“Shucks, Twilight. It really is a nice carnival thingy, what with the whole working class here… hmm, ah feel like ah’m at home.”

“It sure does, right Jackie!?” Added a cheery voice next to her, belonging to the hyper energetic mare known as Pinkie Pie. “I don’t know how Rarity could miss this chance to have some fun!”

“You know why, Pinkie.” Another mare, one with a blue colored body and prismatic mane added from a few hooves above them. “It’s an once in a lifetime opportunity! I can’t miss something like this!” The mare said in a terrible impersonation of their friend.

“Rainbow, you shouldn’t be so mean with Rarity, if you don’t mind, that is.” Added the shyest of the group, who was looking at them with a soft yet firm gaze.

“Fluttershy is right, you know girls?” Added the final mare of the group, a lavender mare with a purple mane, which was adorned with a pink streak on it, much like her tail. Her comment made the rest of the mares in the group to fall silent, dropping the subject. That silence was replaced by more chatting as they looked at the various stands at the side of the road.

Twilight looked at her friends with care and love, yet to that day wondering how she had come to find so good friends In her life. Of course, there wad the thing with Rainbow’s first rainboom and such, but it was just so wonderful to her.

Add to that the fact that she had been recently given the title of princess of friendship, a pair of wings being evidence of that. While her workload had been huge in the last few weeks, she was actually happy. She couldn’t wait to tell her brother and her former foalsitter about her achievements.

Speaking of which, Twilight hadn’t seen them, or even heard of them in a long while. Reports confirmed a strong blizzard in the north that had isolated the Crystal empire, much like the first time Sombra had come back. However, Luna confirmed that nopony had died yet when she reported the ponies there still had dreams.

Yet, despite it being her field, Luna hadn’t been able to contact any of them clearly. They assumed the blizzard must have had some kind of magical properties to it. Not unheard of, but something uncommon.

Twilight sighed and prayed for her brother’s and sister-in-law well being.

“What’s the matter, Twilight? Turn that frown upside down and enjoy!” Pinkie said as she forced Twilight’s face to smile with her hands, forming an awkward grin on her face. Yet, it did help her smile. She realized that her friends were there for her.

A true happy smile formed as she realized that it would be the happiest day of her life.

The Caribou gazed down at the land before him. Most of the city was participating in some sort of festival, which he honestly didn’t care about. Yet, it also provided him with the distraction he needed.

“Haahhh!!” A loud moan sounded below him, courtesy of the fallen Changeling Queen, who was on all fours, runes glowing brightly all across her body, which served to have her under their absolute control, but also to make her do whatever they wanted her to do.

“Hmn.” The Caribou grunted lowly as he released his seed onto the changeling mare’s snatch. Yet, as satisfactory as the fucking had been, his face showed nothing but contempt. His ears perked as he heard a buzzing next to him. His face formed a pleased smile as he turned around.

“Ahh, Thorax. Welcome back. I assume you did your task?”

The changedling smiled at him with joy as he walked next to him.

“Yes, my King. All sentries has been posted at their designated places. Your troops are already being moved into the city to their places, too.”

“Nicely done, Thorax.” The caribou said in a pleasant tone as he took a step back, freeing his cock from his slaves’ snatch. “You may have some fun with her before everything starts.”

Chrysalis’ eyes widened as she struggled to fight back, the runes on her body preventing her from doing so. Thorax looked at her with a lecherous smile.

“Tell me, ‘my queen’… what is it gonna be today?” Thorax asked, looking at the former queen with lust filled eyes. When the queen turned to look at him with hatred on her eyes, it reminded him of their first time. “Ahh… the ‘rapevine’, huh? Nice choice.”

Thorax then was engulfed by green flames, transforming into a mass of tendrils and tentacles of various colors. Chrysalis’ mind started to fall into panic as her body was lifted into the air and impaled into a huge tendril below.

Dainn’s smile turned cruel as he watched one of his favorite subordinates enjoying a good bitch such as the changeling whore. He couldn’t wait for the time when he would have those so called “goddesses” of Equestria under him, begging for his cock.

In the meantime, he supposed he could go and pay a visit at another one of his favorite subordinates: the Crystal Emperor and his bitch, the princess of Lust.

Twilight laughed as she watched Rainbow and Applejack almost drowning on the pile of water, just to see who could hold their breath longer. It had started with a simple apple catching, then who could catch more apples underwater in a certain amount of time, and then to who could hold their breath longer.

Of course, their laughing increased as applejack’s fur changed to a tone similar to rainbow’s, while the later had started to turn a darker shade of blue. Both mares almost jumped out into the air as they took large gulps of air, both or them starting to bicker about their supposed victory over the other.

Twilight smiled at that, wondering when exactly they would stop. Her mind suddenly rushed as she remembered herself of the hour.

Turning to look at the clock in the town, she realized it was an hour before the festival reached its climax, where Princess Celestia then would show up and give her blessings at the year’s harvests. She couldn’t afford to miss that moment!

“Girls! It’s almost time! Princess Celestia is about to make her blessings in an hour!” Twilight shouted, which caught her friends’ attention.

While some of them thought it would’ve far too soon, they knew better than to discuss something with Twilight. Finally, all of them decided to go for it.

Twilight and the others started to make her way, when they suddenly noticed their pink friend shivering in place, the shyest of her friends behind her also looking at her with curiosity and s little bit of fear.

“woah-oah-oah! DOOZY!!” Declared Pinkie as she looked at her friends. “This is the strongyhuggiest doozy I’ve ever had! Something big is coming!”

“What do ya’ mean with something big, Pinkie?”

“I don’t know! It’s the biggiest and strongiest I’ve ever felt. And I think it’s telling me it’s gonna be right here in Canterlot, during the festival’s blessings!” As she said the last part, while confused, her friends also smiled.

“Heck yeah! If Pinkie says it’s gonna be something huge, the I believe her! Let’s hurry, otherwise we might not be able to see it!” Shouted Rainbow as she pointed at the castle with her finger in a dramatic pose, earning nods from her friends.

Yet, before Fluttershy could follow them, she turned her head around, noticing a guard looking around, as if looking for something. With curiosity, and hopes of being able to help, she was about to call at the guard.

Yet, the guard suddenly motioned at something to move. Her eyes watched with fascination as several muscular, massive, with brown fur and antlers moved through the market. Though new, those beings were starting to build something.

Her eyes widened as she realized it was some sort of carriage, like the ones made in parades. Her eyes lit up as she realized they were actually making some sort of parade. How exciting! Fluttershy sprinted away as fast as she could to tell her friends about it. However, after some steps, she thought that maybe the parade was actually a surprise, and if that was the case, the it would be ruined.

Her gentle smile widened slightly as she decided not to tell her friends about it, to let them enjoy the surprise it would bring them when they saw it… if they didn’t mind.

“glmmmhh!” The pink alicorn shouted, yet it was muffled by the huge cock on her mouth. But the lack of oxygen on her body was no excuse to stop herself from enjoying the heavenly bucking of her masters. It was just so good.

“Ohh, you’re a fuckin’ slut, Cadence! You’re always so amazing.”

“Ghank ou, maztah. Pleaf, ffuck me mog!”

The Caribou king stepped away from Cadence’s mouth, releasing her throat to take some gulps of air, which soon turned to moans of pleasure as her former husband, now her master, Shining Armor, started to fuck her again. The king patted gently the alicorn’s head, while showing a warm smile at the stallion.

“You two have done an excellent job, Shining Armor. With the intel you gave us of the city, it will be easy to take it.” The king said as he turned at a map of the city on the wall, which had several locations marked with red ink. Then, he turned around towards a pedestal, where a large object floated with a mysterious blue light. “And this bitch proved her loyalty when she transformed that idiotic thing into something much more useful.”

Cadence’s head was pulled back by her mane as Shining fucked her harder, making her to moan louder like the slut she had become.

“THANK YOU FOR YOUR KIND WORDS, MASTAHHHH!!” Cadence shouted with all her might as Shining grunted loudly behind her. Moments later, Cadence fell to the floor, her face stuck in ecstasy as her eyes rolled into her head and her tongue simply hung from her mouth.

Dainn’s smile turned cruel once more as he watched the slutty alicorn twitching in the floor, the throes of pleasure still running wild through her body. She definitely was a good bitch.

His smile vanished as he turned at a clock on the wall, where it indicated there was at least an hour before the festival’s climax.

“Shining Armor.” The stallion turned sharply at the voice of his leader, standing like a soldier. “Call your troops and secure the city. Once you’re done with that, meet me at the castle, and follow the plan.”

“It will be done, my King.” Shining said as he turned around, taking Cadence by her tail and dragging her with him.

The Caribou King smiled evilly as he watched the population of the city walking like a herd, all headed towards the plaza of the castle. They were making it too easy for him.

Once the group of friends arrived at the Castle’s doors, they noticed they weren’t the only ones. Almost all of the city’s inhabitants, and those who were visiting, were there, too. The plaza was full, and there was no way for them to even get near the stage in front of the castle.

Pinkie was still with her doozy disorder, and it seemed to be getting stronger the more time passed. At some point, she wasn’t even able to be still.

“The do-ozy i-is gettin-ing s-stronger!” Pinkie said as she tried to be still, ultimately having to get help from Applejack.

All of them were excited when the doors opened, announcing the arrival of the princess, causing excited murmurs to run across the ponies in the place.

Twilight’s excitement grew as she turned to look at the stage, eager for the moment where she would be able to see her mentor. However, that excitement died when she realized the ponies’ chatter had quietened, and she could clearly hear something else: steps.

When some ponies turned to look at certain direction, Twilight followed their gaze. Being a little too short, Twilight had to slap herself as she reminded herself that she had wings. Using them, she floated just high enough to be able to see over the crowd, just in time to see massive and muscular brown beings marching in a military fashion towards them.

All the ponies started to question exactly what kind of creatures were those, and Twilight was among them. The huge frame, the brown fur on them, equine form, but with antlers. Why did it sounded so familiar to her?

She started to think of all her books in exotic species known through the world. And then, one species came to her: Caribou.

“Girls?” Twilight asked in a cautious tone as she saw some of the Caribous taking a strange rod from their belts with a glowing crystal on it. “… we have to go.”

In Twilight’s books, Caribous were described as barbarians, compared to some ancient tribes that were well known for wiping out entire villages. Fear grew on her heart as she suddenly heard a feminine shout coming from the front of the crowd.

“RUN!!” Twilight heard somepony shout, to which the pandemonium broke, and ponies finally fled in terror.

Twilight was instantly pushed aside as the ponies in front of her ran away, causing her to fall to the ground. She could hear her friends shouting at her, and she was once more grateful for having them.

When she lifted her sight, she was waiting for the worst, to see several ponies’ corpses just laying on the ground, their blood staining the ground.

Hope filled Twilight’s heart as she realized the Caribous weren’t killing anypony. That hope was instantly erased when she realized they were now approaching her. With an almost athletic fashion, Twilight flapped her wings, pushing herself backwards.

She was caught by her friends, who were looking at the scenery with wide and fearful eyes.

“W-what do we do, Twilight?” Pinkie asked, her eyes wide with horror, something they weren’t used to see.

Twilight’s mind screeched to a halt. What could she do? What could they do? She didn’t know, she didn’t actually had an idea! She started to panic as she saw around, trying to see anything of help, until her eyes landed on a flag with the sun on it.

“Celestia…” Twilight whispered to herself as she looked at her friends. “Celestia! We need to see Celestia!” Twilight was already turning around towards the castle when Rainbow took her by the shoulder.

“No, Twilight! We need to help those resisting, see?” Dash pointed with her hand at a small group of ponies already forming a small resistance against the caribous.

Twilight looked at a zone where several ponies had started a small resistance group, some of them carrying made-up weapons, one of them carrying a chair, and even another one carrying what once had been a flag pole. The group clashed against several caribous, hitting them with full force.

While some caribous were subdued almost instantly, there were several other caribous arriving at the scene, attracted by all the commotion. That was ultimately the end for the small group. Twilight watched in horror as the caribous drew out some batons with the strange yellow crystal.

Once the caribous increased in numbers, the ponies started to lose. One example was the pony with the pole. While it did hit the caribou, the caribous simply huffed in annoyance at that. With only a single hand, the caribou took the pole from the pony with relative ease and jammed the baton right at the pony’s neck.

Said stallion let out a short scream of pain before he fell at the ground, twitching. Yet, when Twilight observed closely, she noticed only the male ponies, the stallions, were subjected to such treatment. The mares were subdued in a very different way.

The caribous subdued them with their batons, but once they were in the ground, the caribous proceeded to tear their clothes away, their undergarments having a similar treatment, leaving them completely naked. Moments later, those mares were humiliated further as they suddenly found a black leather collar around their necks.

Once the collars were on them, Twilight saw some strange symbols, runes , she believed they were called, which started to shine brightly. The mares who were wearing them almost instantly screamed like if they were in pain, falling to their knees.

The girls horror was interrupted as they heard a panicked scream near them. A young mare was trying desperately to run away from a group of caribous, her dress already torn in some places. One of the Caribou stretched his hand, moments away of capturing her.

“Oh no, you won’t!!” Rainbow said as she stretched her wings and floated for a few seconds. Before she could impulse herself, a harsh yank on her tail prevented her from doing so. “Ow! What the buck, Applejack!?”

“Corsarn it, Dash! Just look, there’s too many of them, we’ll be surrounded!” Most of the girls looked around, confirming what Applejack was saying. "Twilight's right, we have to find the princess!"

"But Twilight's a princess, too! Can't she do something?" Rainbow said as she pointed at Twilight, almost like an insult.

"I AM doing something, Rainbow!" Twilight said as she pointed at the castle. "I am getting us to Celestia! She has the elements, and without the elements, what can we do against so many of them!?" Rainbow had to reluctantly agree, her arms crossing as she adopted a grumpy look. Twilight merely ignored her as she took a trembling Fluttershy's hand. "Come on, before they notice us!"

The group went forward at the castle, with Twilight and Rainbow leading, Applejack at the back, with Fluttershy and a shocked Pinkie in the middle of them.

Just as they started to exit the square, Twilight took a moment to look around, instantly feeling her stomach sink down as she watched several more of her subjects being submitted to such a treatment. She ached to help them, and she really wanted to. Yet, she knew the right thing to do was to search for Celestia in hopes she could help. If not, then the plan was to get the elements, search for Rarity, and then get rid of the menace the Caribou were.

As if Luck was on their side, the group reached a point the Caribou had ignored, and curiously, pony had, too. Taking a moment to relax, Twilight's magic flared as she felt what seemed like a beacon of pure magic. Definitely Celestia.

"Princess Twilight!" At the mention of her name, her ears perked as she turned around, seeing a small group of male guards. Yet, there was a detail that prevailed among them that made something deep within Twilight start to suspect.

Crystal ponies... What were they doing there? Had her brother fortunately arrived at the exact moment of the invasion? It that was so... then it was good news! He might be able to help!

“Oh, thank goodness you're here! Listen! You need to go back that way! We're being invaded by caribou and I-”

Twilight's words were cut short as she noticed some of the guards looking at them with malicious looks, and even one of them holding what looked like-

"Eeep!" Her ears perked as she heard her friend Fluttershy squeaking in fright. Twilight's eyes widened as she looked at a silver collar hanging from her friends' neck. Unable to believe it, Fluttershy lifted her hands towards it, touching it.

Moments later, another clack sounded, making Twilight to turn now at her friend Pinkie Pie, who also had a collar around her neck. Her eyes widened as she looked around in disbelief. Moments later, she looked at her tail curiously, noticing then a small detail.

“Oh,” Pinkie Pie said, and her voice was quiet, weak, yet filled with understanding. “So that was what the doozy meant.”



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