!

The agents of W.O.O.H.P. are on high alert as the school that 3 of their agents went to had been attacked. All the students had disappeared, including the staff, during a event that had the agents mothers visiting. All resources have been put into play trying to figure out what happen to the students, parents, and teachers. Which the 3 agents are currently inside the school, trying to find clues.

Samantha "Sam" Simpson has long red hair, emerald green eyes and a green catsuit. She's the most intelligent and practical girl in the group. She has an hourglass figure with a large chest and butt.

Clover Ewing has medium blonde hair, blue eyes and a red catsuit. Clover is a shopping addicted, boy crazy, teenage "fashionista". She has the largest breasts of the girls.

Alexandra Vasquez (more commonly called "Alex") has short black hair, tan skin, light brown eyes and her spy catsuit is yellow. Alex is the most naive and innocent of the group, and she's interested in sports and athletics. She’s the slender one of the group, but has a sexy butt that she’s proud of.

They’re joined by Britney Akiwara, has long black hair, purple eyes, Japanese-American and her spy catsuit is blue. She’s very intelligent and skilled. She has the same body shape as Sam having an hourglass figure. She’s helping as her mom was also taken.

“So anything?” Alex asked worried about her mom.

“Jerry did found out that the one who setup the event in the first place was Myrna Beesbottom and Geraldine Husk. Looks like they were planning to get us but we were late,” Clover said.

“First the breakout of many of the prisoners of our old villains and now this,” Sam said.

A few months ago, there was a mass jailbreak of prisoners at the main prison. Many of their old villains were set freed by a portal that opened up in their cells. They been searching but have found nothing of their whereabouts. There also been break ins in big box stores and warehouses, with the buildings stripped bare.

“It’s strange that….,” Britney was saying till a portal opened up and suck the four girls in before disappearing.

The girls just thought it was just Jerry bringing them in for some debriefing but ended up in a small room that is crowded with very large females. And all of them stood at least 7 feet tall and powerfully built, with some having wings on their backs or horns on their heads, they also have long horse like ears, and tails. All having very busty bodies that any woman would kill to have, having big butts and big breasts that was ruined by their massive penises. From their pelvises where their cunts should be hung a male-member the length of a horse-cock and of a girth wider than that of the girls forearms. Which looking closer their penises are horse penises which Sam remembers seeing in a text book about horses.

The 4 agents were quickly grabbed by the horse women and their belts and watches were lank off of them. They tried to fight but against the massive bodies of the horse women they couldn’t do much as powerful hands began to rip their catsuits revealing their young and supple bodies, making the girls realized that they’re going to be raped by these horse women with dicks. Four groups grew as the horse women piled on the four human women they been given for their pleasure.

Sam was thrown down on top of one of the horse women and was pin by another who press down on her back before she could put up any sort of resistance. They yanked the crotch of her catsuit right off and raped her right there, shoving their giant horse dicks into her cunt and butt. Sam screamed as she trashed about trying to free herself from between the two horse women. A third horse woman stepped up and pushed her dick in her face and made her suck it. With three giant horse cocks buried deep into her mouth, cunt, and butt, and the horse women’s massive bodies pressing down on her, Sam was trap between the three of many horse women all ready to rape her.

Alex, Clover, and Britney met an identical fates as the horse women rip their catsuits enough where they could jab their dicks into one of their holes. The four young spies protested and struggled to escape in vain, there was no escape and for the next several hours they were gang-raped by the horse women. Treated to their insatiable sex drives, using their giant horse cocks to make them cum and filling them up with their thick cum. Which to the girls horror, was absolutely delicious to them making them suck harder and more skilled to get the cocks in their mouths to cum faster. Making the girls realized that the cum the horse women are pumping into them is highly addictive.

The horse women soon didn’t need to do all the work as the girls were soon bouncing their hips on the two massive horse cocks stuff in their cunts and butts, sucking away at the head of the cocks in their mouths. And in their hands jerking off two more massive cocks, being pointed to their faces. The massive horse cocks fired thick jets of cum, emptying out gallons of tasty and addictive cum on them. Saturating their bodies with the cum, altering their brains chemistry so that they would need the cum that the horse women provided them.

The girls were pulled off of one set of giant horse cocks, for new ones to replace them. The horse women shifted and moved to the other piles of bodies, eager to try the next human girl, waiting for their turn as their massive balls refilled to empty more gallons of cum onto and into the human females.

The girls were gang raped by the horse women who never seemed to run empty and never got tried of raping them. For hours the horse women pump their thick cum into and on them, never giving them time to rest. Till finally it ended and the group of horse women were finally spent leaving the girls on the ground in a pool of cum that covered the floor and going down a drain.

The horse women left the room, giving the girls time to see that they’re in a shower room like back at school. The girls stared in horror as a new group of horse women came walking in, all having giant horse cocks as well. The horse women piled on top of the completely fuck out girls, thrusting their giant horse cocks into their well used holes. The girls struggle to free themselves not wanting to be raped anymore, wiggling arms and legs popping out from between the thrusting bodies of the horse women as they thrust their giant cocks into the hidden human females underneath them.

Out from the pile Alex being the slender one of the girls managed to wiggle herself free from the pile of bodies. She ran to escape the room, only to stop as she saw the horse women who had left the room, are still around in a locker room. Getting dress in what looks like guard uniform after washing off in another shower room. One of the guards grab Alex lifting her up into the air and slamming her down on her still hard giant horse cock going up her butt. Followed by another guard filling up her cunt, sandwiching her between their large and powerful bodies. The two smothered her head between their giant breasts as they pump their giant cocks in and out of her, Alex managed to hear the other guards to finish up as it’s their shift. The guard quicken their pace, till they cum once again into their fuck toy.

The two guard toss Alex back into the pile of bodies in the shower. Powerful arms caught her and pulled her into the mass of bodies, as giant horse cocks were shoved inside of her. She and the girls were nothing but toys for the horse women, to be raped for their pleasure. Even as the girls stop moving and became nothing but rag dolls, the horse women continued to rape them. So that they be completely broken.

!

Later -

When the girls came to they found themselves on a large king sized bed. Still naked but cleaned up from the brutal gang rape they been put through. They remembered what happen to them, and what they did as it happen, causing them to start crying and hug each other.

The door of the room open and 4 older women came inside. Gabriella "Gabby" Simpson, Sam’s mom, Stella Ewing, Clover’s mom, Carmen Vasquez, Alex’s mom and Zelda Akiwara, Britney’s mom. The 4 moms quickly rush to the beds and held their daughters as they cried, doing their best to comfort them. (1)

Once the girls calmed down, their mothers explained that the same thing happen to all of them after they were captured by the horse women, who call themselves ponies. The women have all been separated into different groups, and the few times they seen other human women, they learned that they’re all kept in different underground cages made to be like dorms. They learned they’re in another world with horse women who have male sex organs or futanaris. If they tried to escape, the ponies who found them wouldn’t be holding back like they ones holding them.

The girls were brought out to meet with the others in their group. Which turns out that Mandy Luxe and her two friends Dominique Leeland and Caitlin Jones. Who is also with her cousin Mindy Luxe and her mother Phoebe Luxe, are in their group. As well as Alice, Pam, and Crimson old members of Woohp. Which all of whom the girls noticed that they’re much prettier, with better and bustier bodies then they had before. They’re all sitting on a large sofa in front of a tv watching a show on a dvd.

Besides the metal bars that kept them in the cage, there was another door leading out but Pam told them, they had tried to pick the lock but the lock is magical and can only be open by magic. Besides they and everyone else found that they can’t stop drinking the cum of the ponies, for punishment the ponies wouldn’t use them for sex and without the cum caused them to start wasting away. The message was clear, if they didn’t drink the cum of the ponies they would die.

The older ex spies explained to the girls that they were captured when they came across the ponies capturing a homeless woman. The ponies used their magic to captured them and learned about wooph from them. They couldn’t help themselves when presented with the cocks of the ponies, they just started talking and revealing all that they knew just for a taste of the ponies cum.

The ponies been kidnapping the homeless to experiment on and learned about how humans work, so they could make better sex slaves. But seeing how the homeless aren’t that good of a choice for sex slaves, the homeless were used for experiments. Only the young ones and who were healthy became sex slaves, the old and unhealthy ones were taken care of. They had seen bodies being wheeled out now and than, coming out of the labs.

What they managed to find out, is that there were other humans before them but they escape. So the ponies have stepped up in how they keep and track them now. They did something to them, where if they don’t have ponies cum, they will die. Which is why their bodies are so much sexier now, the food they're being fed is laced with drugs that is changing their bodies, making them more appealing to the ponies. And the bodies coming out of the lab is because they're the test subjects to make sure it's safe for them.

"Where are all the guys?" Clover asked seeing that there are only women in the cage.

"They were all taken away and none of the others have seen any trace of them," Alice said.

"All expect for that nerd, Arnold Jackson. When I was being used by the princess, I heard her saying something about that dork. I think he's being kept as a pet," Mandy said.

"I heard that too, since I was with Mandy. But then I was too busy having my face covered with cum to hear much," Mindy adds.

“We’re kept in here till it’s our turn to be used by the ponies,” Crimson said.

“So we just sit here?” Sam asked.

“There is no escape we tired already before finding out the hard way that we need to drink cum of the ponies to live,” Pam said.

“Any idea what they’re planning?” Britney asked.

“Raiding our world for technology and get more sex slaves. The ponies are completely sex craze and the books we been allowed to read, shows a culture that is sex free and free use one. We humans are living aphrodisiacs to them, our very sweat makes them lose control of their lust. From what we been told if we do escape, we be lucky to be found by the guards before the ponies outside fuck us to death,” Pam said.

!

Equestria-

In her lab Twilight is hard at work to make up for what happen to the last batch of humans. She couldn't find the world the old slaves came from but she could open new portals to new worlds. Some of the worlds she discovered were super advance that she could barely understand how the machines worked, only thanks to the movies and tv shows that the last group of humans had on their electronic devices she even had an idea of what they are. While other worlds were like her own world with magic.

Of course she had to be careful as some worlds were just too dangerous for them. The first time she open a portal she found the portal opened to what looked like a workshop of some kind. She had some guards loot the place clean, but when they look outside they saw that the world outside had, these things that are like living scribbles of black fuzzy stuff that took the forms of bug like things and others that moved like them and other things. The guards barely survived long enough to get back into the portal and only thanks to the magic shield the unicorns used to keep those things away.

After that the queens had her make sure the worlds the portal open up to are safe first. After watching some zombie movies and shows from the human world they didn’t want anything like that coming to their world. So prisoners who either facing life in prison were used in exchange for for time off of their sentences. If the world look to be safe, the prisoner would step through the portal. Once it was deem safe the guards would secure the area.

It took a bit to find a suitable world with humans but the one she found is very technological advance, which very few people but villains seem to take advantage of in using. They had started off small by kidnapping the homeless and stealing from the warehouses and box stores. Till they happen to come across those 3 spies that are right out of those spy films of the last human world.

Capturing them revealed that the world is a spy one, where tons of villains use super advance technology for petty revenge. Never seeing or caring of the use of the advance technology they created. Not to mention how they suddenly just able to have the money and resources to do it. Which the villains really don’t have any real answers in where the money and resources came from. With all the villains captured and in one place, it was a simply matter in grabbing all of them and making them reveal their technology, so that Twilight could reverse engineer it to work with magic.

In her lab are the female villains who are now working to improve the technology power of Equestria. Those who didn’t like the male villains were drained of their intelligence by a brain drain machine. The technology was taken from two villainesses, Stacy who created a machine that drains intelligence out of people and puts it into her mind. And Margie who had worked with the male villain Wink Weatherdale who used a machine to steal the intelligence of the contestants on the game show Brain Busters.

The human males they captured turn out to be very disappointing. Unlike the females, the males were just a write off in terms of making sex slaves out of them. They do smell ok but their sex organs were just sad, none being more than 4 inches at the most and could only cum about 2 to 3 times at the most before being spent. And how lacking in endurance they have, some only lasting a few seconds before cumming, little droplets of cum.

Twilight had tested the males and found nothing worth keeping them around. So she used them for grunt work after placing slave runes on them like the females, or using them to scout out new worlds. There were some males who had something special about them, their cum loads while small, had a unexpected effect on the ponies, it caused their magic to have a boost in magic power.

Those males are now being kept in special prisons, with Twilight and her researchers using the other males as test subjects. To make the improvements so that the males be able to produce more cum and have much better sex drives. Of course the test subjects died in droves but seeing how they’re the homeless, they weren’t missed. Their bodies were taken to be broken down into resources, using a machine taken from a advance world that made cubes of whatever is place into it. While another machine use those blocks to make things.

Twilight looks around the lab where her researchers are working with the female villains who were kept around. For what they were able to create and as sex slaves when they weren’t working. The male villains were tried but they made poor sex slaves, so the brain drain were used on them and they became just dumb grunts. Twilight couldn’t believe how dumb the villains are to waste their talents, not to mention how bad they were at it.

Candy Sweet, her birth name being "Margaret Nussbaum," she's a villainous cheerleading coach who is determined to destroy the world of cheerleading out of revenge for being rejected by by the Honeybees-cheerleading squad when she was in high school (Jerry reveals to the spies that Coach Sweet went to the same high school as the Honeybees, but had graduated ten years earlier). She's also an engineer in robotics, which is how she was able to create the Black Widow cheerleader war robots. She's a robotics genius who wasted her engineering skills and tanked what probably could've been a very lucrative career in the name of petty, psychotic revenge. And instead of just getting revenge on the Honey Bees she went after all the cheerleaders.

Tuesday Tate an Australian woman who was once one of the top supermodels in the world, after getting attacked by a lion during a circus-themed modeling shoot, Tuesday got a robotic leg and gave up her job as a model. She eventually became the head of her own modeling agency called "Picture Perfect," which is headquartered in Australia.
Eventually, she created a machine that makes "picture perfect" models by switching peoples' "perfect" body parts to dominate the modeling industry and get revenge.

Violet Vanderfleet an accomplished botanist, Violet experienced a string of unsuccessful romantic relationships, all of which ended in her being dumped. The breakups all soured her on romance, and men in general. In misguided revenge, she genetically engineered a hybrid of venomous flowers that could leave it’s victims in a zombie-like state, planning to use them to “zombify” the planet’s entire male population.

Helga Von Guggen who created a machine that can transform humans into a chimera.

Bertha Bombshell has a serum that makes her body young.

Cosmo Stratus who created a gravity machine.

Diminutive Smalls who created a shrink machine and a growing one.

Dr. Gray a former psychiatrist who developed a device to swap people's personalities.

Dr. Inga Bittersweet who created extremely addictive cookies.

Shirley a furious yoga teacher who tries to get revenge for being driven bankrupt by a rival studio by using mind control.

Nadia she was the coach of the Romanian women's gymnastics team, but was cheating to win by giving monkey DNA to her athletes to make them better than everyone else.

Shelly Junglelove a Brazilian woman who loves plants and jungles, but hates modern technology. Her aim is to restore the wild to the world, by force.

Ice Solina an African-Hawaiian figure skater terrorist, Solina wants to freeze the world due to being too lazy to go somewhere cold to skate.

Carla Wong is a video game designer and created a machine that zaps people into video games.

Feline Dion is a former professor from Malibu University's Cat Lab and wanted to turn everyone into cat people.

Vanity a former beauty queen with many years of being in the spotlight, she decides that people are too vain. She develops a make-up that modifies a person's appearance to an extreme version of a mood, most of which make the wearer flee in horror and shame.

She had a TV show dedicated to astrology, her expertise. Lady Luna, basing her destiny on astrology, believed it was her turn to be part of the space crew only to be denied the position after the space agency officials decided to send another celebrity, Ricky Rickerson.

Sunny Day she was the Miss Bronze Babe of 1985. She was a model. However, her employer fired her after she began to show signs of aging. In revenge she created a laser to destroy the ozone layer

Meredith she was the owner of the Clean Freaks Cleaning Service. She decided to destroy Beverly Hills after tiring of the ungrateful behavior of her clients.

Milan Stilton is a spoiled and self-centered hotel heiress who wanted to be the riches and so kidnapped the people who are richer then her.

Muffy Peprich tried brainwashing the pledges of her fake sorority

Natalie Valentine is the creator of the cologne Possession. Because of teenage rejection she loathed romance,

Sagan Hawking captured a UFO and then created the GOOPER (Global Organization Of Pilfering Extraterrestrial Resources) to use extraterrestrial technology to loot the world's banks.

Fangirl who wanted to collect the spies for a collection.

Bonita Bikham who used mind control to get revenge on her old soccer team.

Bozette Slapstick wants to revive the former glory of clowns as her scheme is to create cosmetics made of seaweed that would make whoever wore the make-up look and act like a clown.

Felicia Mane owner of a high-end wig-making company. It's revealed that the secret of her high-quality wigs is that they come from women that have been kidnapped and have their hair soaked in a special growth formula that also drains their life in the process.

Felicity Fences a very spoiled heiress who kidnaps the world's hunkiest men to add as her collection and then force them to fight with her robot gladiators for her own amusement.

Wera Vann a former wedding dress designer who tried to ruin high profile weddings with her weaponized dresses, only to be defeated by the spies.

Maggie Trendset a interior designer with very strange and tacky taste who was (not surprisingly) rejected from the world of interior design.

Ariel leader of the Sisterhood, an ancient order of women dedicated to the (presumably metaphorical) eradication of men as well as the (presumably literal) eradication of women who are not in the Sisterhood.

All of them were like lame villains who only were dangerous because of the advance technology they got ahold of, or created. But she’s putting their talents to good use, creating machines that alter the bodies of human women so that they be sexier and healthier. With longer lifespans and be able to survive having sex with the ponies without the ponies having to hold back so much.

Combing all the different mind controls, so that it’s easier to control the human sex slaves. As well as altering the humans bodies so that they’re dependent on pony cum to live or they die, an idea Twilight came up with after watching the cutscenes of that videogame Oddworld. The other technology that the villains created are also being created and mass produced so it be easier to gather more sex slaves. (2)

“Twilight,” Sunset called using the new iPhones that are showing up all over Equestria.

“Yes princess?” Twilight asked eager to please her princess.

“Those humans from the spy world are getting too close in finding out what’s happening. Close off the portal and find a new one, we got what we need from that world,” Sunset said.

“What about the sex slaves?” Twilight asked.

“Empty out the cages, they be sold off to buyers or given away. Now that we can just get more, we don’t have to be too careful with them. Just keep the good ones and the useful ones for the castle,” Sunset said.

“Princess Sunset?” Arnold’s voice called out.

“Oh yes, Arnold would like to hold onto those spy girls as well as the ones in the cage with them,” Sunset said.

“Yes princess,” Twilight said.

!

In the royal chambers -

Sunset sitting at her desk ended the call with Twilight. She looks across the room where Arnold is, working on setting up her new computer. He’s one of the special human males whose cum gives ponies a temporary power boost that last a few hours. She made him her personal sex slave, finding him cute and the best tasting out of the bunch. And unlike the others he was always eager to help her and explain how things work from his world.

“Those girls are the ones who been mind wiping you?” Sunset asked.

“Yes, they have,” Arnold said.

With all the bullying he had to deal with and how those so called heroes never helped him. Finding himself as the personal pet of the princess of this magical world, Arnold made the best of things to improve his life. He’s been helping the ponies wherever he can, teaching Sunset and her family how to use the technology of his world, with no being forced to do so unlike the others.

The perks of being the personal sex slave of Sunset, let him lord over the other humans. Letting him get revenge on his bullies, with them unable to do anything about it. He even was allowed to decide on the fates of some of them who weren’t like him, from being force to work as laborers or as sex slaves. Which wasn’t that many as the ponies did try ass fucking the men but just didn’t feel as good as the women, so there was a small market. So some were used as test subjects to make sure the treatments to improve him and the other special men were safe.

It was during the first few days when the slave marks were place on him, that the memories of the time he had used that magic stone to become cool by draining others, came back to him. Making him realized that Sam and the other girls who are suppose to be heroes have been just standing by while he was bullied. Just because he wasn't good looking as the other boys. But here he's something, while it is being the personal slave of the princess, but better then the others. The guys who aren't like him who can boost magic, are just being used as laborers.

"Once your treatments are finish, we can have some fun with with those girls," Sunset said.

"Yes my princess," Arnold said.

!

Author's Note

1 - Britney’s parents were never shown or mention so I’m making it up.

2 - With all the advance technology that Totally Spies have, the setting where everything is not that different from everyday life in the real world is just odd. Seeing how one villain was able to create a whole underground city and he was just a high school guy. Or all the robots that show up all the time. I hate the whole only the villains and heroes can have advance technology, and the answer to why is mostly 'just because'.