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The water was cold and so deep that no light could reach them. Scootaloo was so high on Plunderseed-Venom and Mother's-Milk that she did not remember to hold her breath. For some reason she did not drown. It quickly became clear that she was no longer in the world she once knew.

Once the light was gone, they were surrounded by an endless midnight sky and the twinkling of millions of stars. Tree Hugger tugged Scootaloo gently forward through a sky that did not seem to end. Then there was another shift and the pair passed through something invisible.

Bare feet touched solid stone. A city filled with skyscrapers surrounded the travelers but there was no one at street level. The groggy pegasus blinked a few times but then she looked up. The last time she had seen a city like this, she and the Crusaders had stowed away with Spike on a train to the Crystal Empire. Every building looked as if it had been grown from crystal and she wondered what it would look like from the air.

Scootaloo had not seen this many people living in one place since she had seen since she was a child. The occupants of the city flew through the air like swarms of bats on a clear night.

"Are those thestrals?" Scootaloo asked with wide-eyed wonder.

"Oh yeah," Tree Hugger said in her dreamy tone. "They're like, totally safe here. Nopony can get here unless they know the secret ways." While the words did not make much sense to the orange pegasus, Scootaloo decided she would likely have her questions answered if she simply stayed quiet and waited.

The earth-bound pair walked along the empty streets. Overhead fluttering caused Scootaloo to keep looking up and she would have missed the doors to the building had Tree Hugger not pulled her inside. The earth pony called out to the occupants of the street-level room and Scootaloo suddenly realized that everyone was nearly naked.

Gray, black, and midnight blue ponies gazed upon the intruders through glowing amber or red eyes. Vertical-slit pupils took in their details and fur-tipped ears rotated forward. Each of them was lean of frame, with the type of muscles often seen on well-fed athletic ponies. Every thestral was covered in only the barest essentials and they moved with a dreamy grace.

Each thestral in the room stood like a soldier but only two were covered with flexible armored plates and wore swords on their belts. Scootaloo immediately noticed a pair of dark-skinned females with midnight blue coloring, delightfully fit frames, and deep dark sex organs that were covered by form fitting coverings that let her see their outline.

"Blessed greetings," Tree Hugger said as she held her open palms toward the soldiers. "I'm, like, totally full of plunderseeds, right now. I need to hook-up to the tentacles before I start dripping all over the floor."

"Blessed greetings, Tree Hugger," a stallion said as he stepped past the guards. The only things he wore were a circlet upon his brow and a sturdy loincloth that contained his sizable package. Fortunately, it was retracted into his sheath so Scootaloo only had to see the outline of his massive testis hanging like a pair of ripe fruit. "Who is this other pony?"

"Oh yeah," Tree Hugger said drunkenly. "This groovy pegasus is called Scootaloo, and she's looking to join the dreaming."

"You know that is not normal," the stallion said as he studied the self-conscious filly. "It appears she is still a blank-flank."

"Tirek took her magic before she bloomed," Tree Hugger said coolly. "All she needs is a little loving to fill her back up again." The mare smiled blissfully and then covered one breast as she blushed a little. "Oh, bummer, I'm starting to leak. Will you take me to the pumps, dude?"

"Of course," the stallion said with a put-upon look. "And your ... friend?"

"Oh, it would be rude of me to speak for her," Tree Hugger said as a dark-furred mare approached her. "See you later, daddio! Stay righteous little Scootaloo!" Tree Hugger waved with her free hand, but quickly cupped both breasts as her milk began to leak, dribbling onto the floor. The stallion in charge motioned for two of the guards to go with Tree Hugger and the earth pony was escorted from the room, leaving Scootaloo alone with all the amber eyes upon her.

"Uhm ... hi," she said weakly. She gave a half-hearted wave as her arms as her hands were otherwise occupied in the covering of her naughty-bits.

"And you are?" the stallion asked her pointedly.

"Uhm ... Scootaloo," she murmured without much conviction.

"Your friend already told us your name," the male said in an unimpressed manner. "Who ... are ... you?" Something about the way he looked at Scootaloo was beginning to piss her off. Grabbing ahold of that anger allowed her to find the warrior within. Dropping her hands to her sides, she stood as straight as her nipples and forced courage into her voice.

"My name is Scootaloo, daughter of Snap Shutter and Mane Allgood, and I'm one of Princess Celestia's few surviving pegasus! I've come here to gain the power of the thestrals and become a true child of the night!"

"Oh really?" the male said scathingly. "And what would you do with that power?"

"I'm going to use it to go kick Tirek's flank back to Tartarus!"

The board looking guard suddenly gained a condescending smirk but he did not speak. Scootaloo felt a mighty need to punch his big dumb nose but she held her ground and tried not to snarl.

"I see," he finally said. "Do you understand the price of what you are asking for?"

"It doesn't matter," Scootaloo said before she could allow uncertainty to get the better of her. "My people are dying and I can help put the world back together by doing this. I won't need your help once I've gone through the process. You don't need to put your people in danger."

"Oh-hoh, you think Tirek will not hunt us down, if he sees someone looking like us in a raiding party?"

"He has to find you first," Scootaloo said dismissively.

"He has not found us because he has not looked," the stallion said firmly. "We have gone out of our way not to get involved and we have no intention of putting ourselves in harm's way now."

"So ... you're going to turn me away and hide here like a sissy?" Scootaloo asked with so much rage in her voice that the two female guards in the room moved to flank her. The leader held up one hand and the guards took a small step back.

"Young filly-" the leader began to say but she was having none of it.

"Coward!" Scootaloo spat. "My friends and I have been hiding in the Everfree Forest ever since the cataclysm! Our magic is gone! We have no cuttie marks! I'm here to become stronger so that I can help end this ... this ..."

"Reign of terror?" the guard commander asked with a furrowed brow.

"Reign of terror!" Scootaloo said firmly as she managed to reign herself in.

"I admire your dedication, so I shall request an audience with High Priestess Twilight Moon," the stallion said without altering his tone. "She will turn you away, of course. But your courage has earned you the attempt."

"Uhm ... thank you very much," Scootaloo said as she swallowed an ocean full of angry words that she had been preparing for her next sentence.

"Can you fly?" The guard captain asked, but Scootaloo's expression gave him the answer he needed. "Of course not. Your magic was taken." He gestured to the pair of mares who had been flanking them and they stepped forward. "Gloom Weaver and Crescent Moon will be your wings."

"Thank you," Scootaloo said, but the rest of her voice faded into the squeaky nothing of wide-eyed wonder as the semi-nude ladies walked up to her. She took a deep breath and let it out slowly, as her eyes bobbed up and down over the darker mare's magnificent bosom. "Uhm ... hi."

"Oh, I think she likes you, Gloomy," said the thestral with the more modest breasts and lighter shade of blue-gray fur.

"I'm sure of it," said the blue-black furred thestral. "I wonder if you would spend some time with us once your audience with Priestess Twilight Moon is through."

"Uhm ... I ... uh ... hoooOOO!" A gust of pure sexual lust burst through Scootaloo's body when the mare touched her arm. Gloom Weaver pulled back but her companion giggled and then rubbed Scootaloo's other arm softly. "Oh ... my ... C-C-C-eeeeEAAAAAHHH!" Everything in the room went white and then dark before the trembling orgasm crumbled Scootaloo to her knees.

"Holy Night!" Crescent Moon cursed.

"It's the plunder-seed venom," Gloom Weaver said as she grew thoughtful.

"We can't take her to my sister like this," Crescent Moon said in a slightly quieter voice.

"Might be a good idea to get her out of sight for a bit," Gloom Weaver said with a nod.

The rest of the words exchanged by the pair faded into the background as they picked the delirious pegasus up. The ground fell away as strong arms lifted her towards the sky. The venom in Scootaloo's blood sang with the lust of a mare in heat. Information poured into all of her senses and she became extremely aware of the two mares cuddling in on either side of her. Soon they were high in the sky. The crystal carved city shimmered below as moonlight leapt from building to building like a living thing.

Scootaloo remembered the wings of her hero flapping vigorously as the wind howled by. Anemic filly wings buzzed like a mosquito, puttering along like a child trying to imitate her big sister. The thrill of such freedom reminded her of Rainbow Dash.

Someday we will fly together. Someday she will call me her hero. Someday ...

The sky was a deep violet with blue crystal buildings that rose hundreds of stories above an onyx surface. The beating of bat-pony wings filled the air as thestrals flew by. The subsonic hum of curious sonar resonated along Scootaloo's body, creating an intimate outline of her for any who took notice.

Landing on the platform caused everyone to wobble for a bit but they stepped inside what appeared to be a rectangle cave. It was a hallway, for it did not slope, but Scootaloo was so disoriented that she barely noticed when they entered a private chamber. When strong hands restrained her against a wall, she was grateful for the stability. When her eyes focused, blazing pools of golden amber were staring with an intensity that made her wonder if she was in danger.

"Uhm ... what are yo-" Words were cut off by berry-flavored lips and Scootaloo lost herself in the majesty of that kiss. Gloom Weaver's tongue snaked into her mouth, ran along pegasus teeth. They tasted each other for several glorious seconds until the larger woman pulled away. "Oh ... Sweet Celestia's slippers!"

"Would you like to move to the bed?" Gloom Weaver asked in a husky tone of voice.

"Gods ... yes," Scootaloo said breathily, as she wrapped her legs around the bigger woman's body. Gloom Weaver barely seemed to notice the weight of the slight pegasus. The Thestral went backwards through the bedroom door and then laid her back upon a large bed.

Another round of kissing happened but this time Scootaloo was on top. She massaged the incredible breasts that she had been coveting and soon powerful hands were exploring her as well.

"Can I play too?" Crescent Moon asked and Scootaloo's grin answered the call. Soon her lips went back to the berry-flavored pair and then a second pair began planting kisses along her neck. Hands explored exposed flesh, kneading tender spots, and pinching vulnerable tips. Scootaloo's hands found the soft warmth of their bodies and indulged in the curves of healthy femininity. Until very recently she had been starved for all but the most basic affections. Now she was being lusted after as two skilled lovers took her to the ground and tasted all of her parts.

Positions shifted around as lovely ladies took turns. Scootaloo made pleased whimpering sounds when Crescent Moon's tongue began lapping her sex and soon all three found themselves in a triangle of bliss. Cream covered excitement covered faces and lips. Scootaloo rose and then fell, resting very briefly until she was ready to rise again.

The world tilted and spun as electricity lanced from tip to toes. Quick breathing and passionate moans filled the hungry darkness. Every sensation was enhanced by the plunderseed venom that forced her to feel more than she should. Sparks of unrestrained magic lit of the night as she peaked and both of the thestrals gasped and shied away from her.

"What was that?" Gloom Weaver asked as she panted from the excursion.

"Did you literally just cum in a burst of light?" Crescent Moon asked with a wide-eyed giggle.

"Wasn't me," Gloom Weaver stated firmly.

"Oh? Is that normal among ponies?" Crescent Moon asked excitedly.

"No," Scootaloo managed to say as she got control of her breathing and got her heart rate under control. "This is all new."

"Well, that was totally cool!" Crescent Moon said with laughter in her tone. "You feeling better?"

"Yeah," Scootaloo said. "Is spontaneous sex normal around here?"

"Oh yeah," Gloom Weaver said with a mischievous grin that made Scootaloo wonder if the woman was kidding or not. "This is the Dreaming."

"Pretend like I have no idea what that is," Scootaloo said sarcastically.

"We live in a non-permanent state of semi-energy," Gloom Weaver said. "Our bodies are mostly energy held together by our thoughts."

"And before you ask, the reason our bodies don't go flying apart the moment we get distracted is because your mind is used to having a body and so your unconscious mind keeps everything together." Crescent Moon chimed in.

"That ... really doesn't make any sense," Scootaloo confessed as the Thestrals exchanged concerned looks. "Sorry, I'm the dumb one in the group."

"Oh, don't be too hard on yourself," Crescent Moon said with a smile. "We've had a lifetime to get used to it."

"Don't worry too much about it for now," Gloom Weaver said. "Let's get you cleaned up so that we can go and see the High Priestess."

"Uhm ... Scootaloo," Crescent Moon asked with a serious look in her eyes.

"Yeah?" Scootaloo said as she got to her feet and recovered as much of herself as she could.

"Why are your eyes red?"