Undiluted
The Clothes Make the Mare [Transformation]
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Ch. 2
By NeverClever
Rarity knocked on the door again. “Now see here, Pinkie Pie! You’re the one who dragged me out of bed at this untenable hour! I insist you open this door!” Rarity tried to whisper as loudly as possible, but the call from her friend had interrupted her beauty sleep and she wasn’t terribly keen on missing any more than necessary.
There was a few scuffling sounds from inside, and then Rarity heard the latch pop. She immediately shoved the door open and stormed inside.
“Hi, Rarity!”
Rarity jumped ever so slightly. She turned and saw Pinkie closing the door.
“Alright, Pinkie, why did you call me over here so late?” Rarity looked down, an eyebrow raising against her will. “And are you wearing a diaper?”
“Yep!” Pinkie smiled. “And I called you over to try these!” Pinkie produced a tray of cupcakes from behind her back. They were un-engaging vanilla affairs, and each one had a generous heap of white frosting piled on top of it. Well, off-white.
“Really? That’s why you called me over? To try cupcakes? And your eyes are all glazed over. How long have you been awake?”
“It’s a new frosting recipe! It’ll be worth the trip, I promise.” Pinkie smiled.
Rarity rolled her eyes. “I highly doubt any confection was worth getting out of my incredibly warm bed, putting on my boots and scarf and handbag, and trekking through two blocks of early morning wind.” Rarity walked past Pinkie and put a hand on the doorknob.
“Pinkie, unlock this door.”
“Not until you try one~!”
There was a small thwap as Rarity’s hand made contact with her face. “Ugh, fine.” She plucked a cupcake off the tray and appraised it for a brief moment. There was entirely too much frosting to fit it in her mouth cleanly. She rolled her eyes again and took a long, slow lick of the off-white pile of sugar. She flicked her tongue back into her mouth and waited.
“Pinkie, this frosting tastes…odd. Sort of salty.”
“Is it bad?”
“Well, I didn’t say that.” Rarity gave the cupcake another, long look and popped the whole thing into her mouth. A lot of frosting spilled over the corners of her mouth. A few quick chews later and Rarity had swallowed the entire thing.
“That was… actually rather good.”
“Told ya! Want another one?” Pinkie offered the tray again.
“I really shouldn’t. Sugar prevents me from sleeping.”
“Oh, the frosting isn’t sugar-based!” Pinkie said cheerfully.
Rarity didn’t have time to ask what it was based on, because she found herself shoving another cupcake into her mouth, and a third, and a fourth, and a fifth. The sixth was on its way to her face when she dropped it and brought a hand up to her head, flinging the other to side to steady herself. There was a dull pressure in her skull. It wasn’t unpleasant by any means, but she found she had trouble keeping her balance. It briefly reminded her of the last time she had overdone the wine at the Cakes’ wedding anniversary, but it felt very different in a way she couldn’t explain.
“Uhn, Pinkie. What was in those cupcakes?”
Suddenly a blood-red magic aura engulfed Rarity’s scarf and purse. They wrapped themselves around Rarity’s arms, pinning them to her sides.
“What the…?!”
“Hello, Rarity.” Trixie slunk out of the shadows, her eyes, horn, and necklace all glowing a deep crimson.
“Trixie!? What in Celestia’s name are you doing here?”
“Getting revenge on Twilight Sparkle and all her friends, of course.” Trixie flicked her mane to the side.
“Well, that doesn’t sound very good.”
“Oh, you’ll change your mind about that, I promise. Isn’t that right, Pinkie?”
Pinkie smiled vacantly and slowly nodded.
Rarity struggled at her bindings but they didn’t budge. “What did you do to her, you monster!?”
“Why, Rarity, you seem a little tense. What’s the matter?”
Rarity was still having trouble keeping her balance. She tried to back away from Trixie, but when she shifted her foot it didn’t move. She fell sideways and backward and landed roughly on the carpet.
“Uhn, what in the…” She glanced down and saw her shoes had fused together.
“Having trouble keeping your balance, Rarity?” Trixie smirked. “Perhaps it was something you ate?”
Rarity violently shook her head, but the fog refused to go away. She rolled a little bit to face the door. She tried to steady her head and fired a bolt of magic at it. A piece of the doorframe shattered. Rarity fired again and punched a hole in the window. She tried to cast a third but her head jerked backward as Trixie’s magic pulled on her mane.
There was another red burst of magic and Rarity found herself facing Trixie. She must’ve spun her around or something. It was hard to tell. The pressure in her head made it very hard to think.
Trixie knelt down to the prone unicorn. “Now, now, we can’t have that. Why don’t you relax?”
Rarity’s horn started to glow, but Trixie grabbed her chin and jerked her head forward. A red glow started to seep out of Trixie’s eyes and Rarity scrunched her own eyes shut.
“Don’t fight it, Rarity. Pinkie didn’t, and look how content she is.”
“You won’t get away with this, you bitch.”
Trixie rolled her eyes. Her horn started to glow as she swung one leg over Rarity’s body and sat down on the white unicorn’s stomach.
Rarity couldn’t help but think that Trixie’s ass felt very nice against her body. Incredibly smooth and firm and smooth and—she immediately shook her head. Where in the world did that come from? she asked herself.
Before she could dwell too long on it Trixie grabbed both sides her face and an arc of red magic shot from Trixie’s horn into Rarity’s.
Rarity squirmed violently, but nothing really happened.
“Hmph. I should’ve known you could deflect raw magic. No matter.” Trixie’s horn flashed and she snapped her fingers. “Gives me an excuse to use Plan C.” She leaned down towards Rarity’s ear. “The ‘C’ stands for ‘clothing,’” she whispered.
Trixie stood up and walked towards the couch. Pinkie was sitting on it, her head drooping limply to the side, her arms listlessly hanging off her body. She was mostly immobile, save the occasional slow blink, or the occasional grumble from her stomach.
Trixie gave the bloated earth pony a cursory glance, then turned towards the stairs.
Rarity opened one eye just enough to see, and she saw a few multicolored blurs entering the room. She opened her eyes the rest of the way and gasped.
Mr. and Mrs. Cake were standing unsteadily in front of Trixie. There were noticeable dribbles of cum leaking out of all of their holes, and they both had the same vacant, empty look in their eyes that Pinkie did.
“You’re sick,” Rarity muttered. “You’re even worse than Discord.”
Trixie smiled. “I can assure you the Great and Powerful Trixie is much better than that hackneyed failure. Besides,” Trixie turned her head, “you haven’t even seen the best part yet.” She waved a hand at Rarity and the Cakes groggily lumbered over to the prone unicorn. Mr. Cake grabbed her shoulders and Mrs. Cake grabbed her legs, and they picked her up and carried her to center of the room.
“Please, you two! I know you’re in there somewhere! You have to fight this!” Rarity shot a glance at Pinkie. “Pinkie! Listen to me!”
Pinkie’s only response was another slow blink.
The Cakes dropped Rarity roughly onto the floor.
Trixie stepped into Rarity’s view, rubbing a hand over her breast and stomach. “Mmm…I didn’t think you resisting would turn me on this much, but it is. These three didn’t put up any fight at all.
Rarity scrunched her eyes shut. There was no way that toned, sexy magician was going to control her that easily. Her eyes snapped open and she fired another bolt of energy at Trixie’s smug, attractive, luscious face. It went wide and Rarity heard some knick-knack or other shatter.
Trixie laughed. “I’m surprised you can use magic at all after all the cupcakes you ate. I laced my semen with so much magic you shouldn’t even be able to think straight by now.” Another bolt whizzed past Trixie’s cheek, and another knick-knack exploded somewhere behind her. “Of course, your aim could use some work.” She let out another condescending laugh.
Rarity had started breathing a little heavier than normal. Her magic shouldn’t be this hard to cast. She felt her head fall backward onto the carpet. It was so hard to think straight. Every time she tried to say something or do something the words and actions got tangled somewhere. And all those laser spells had made her way more tired than they should; working up the magic, losing her place, starting over, missing. And what about those cupcakes? What did semen have to do with cupcakes?
Trixie snapped her fingers and the Cakes rolled Rarity onto her side.
“Please. You two. You have to… snap. Snap out of it.” Why was it so damn hard to put her words together.
“Just relax, Rarity. I planned out something very special for you. For all of Twilight’s friends, actually. The Great and Powerful Trixie is very attentive to her subjects.”
“I’m not your…”
“Not my what?” That condescending smile never left Trixie’s face. One of her hands was still crawling over her body as well. “You aren’t my what?”
Rarity couldn’t answer. It had been at the tip of her tongue a moment ago.
Trixie waved her free hand at the white unicorn, and the Cakes both slowly, unsteadily lowered themselves onto the ground. Rarity could only see Mrs. Cake, but she assumed they were doing the same thing.
Mrs. Cake fell to her knees with a soft thud, and then she slowly dropped forward onto her hands. She paused to blink slowly, and finally she drooped forward onto her stomach. She rolled on to her side and slowly scooted over towards Rarity. It was agonizing watching her inch over, her eyes still glazed over, those strands of cum still dribbling out of her mouth and pussy and ass. Finally the Cakes started pressing themselves against Rarity’s body.
Rarity started squirming again, She felt Mr. Cake’s skinny body pressing against hers, his flaccid penis poking into the small of her back. She felt Mrs. Cake’s pudgy legs and breasts and stomach pressing against her own. As she tried to gather magic for a spell, she felt Mrs. Cake’s lips press up against hers. Before she could protest in any non-mental way she heard a gentle gagging, sighing noise and felt a flood of something thick and salty rush into her mouth.
She tried to gag or spit it out or something. Anything but let it stay in her mouth. She felt four hands holding her head in place, and Mrs. Cake wouldn’t take her lips off Rarity’s, however, so she had no choice to swallow it.
Almost immediately, that pressure on her head became ever-so-slightly heavier. It was so subtle she didn’t even notice it.
There was another of those gentle, gagging sighs and another mouthful of cum hit her tongue. It tasted familiar. Like she had tasted something like it earlier. But that made no sense. Rarity closed her eyes and swallowed it again. It really didn’t taste that bad. Why had she resisted the first mouthful, again?
The hands let go of her head and it immediately flopped onto the ground. Rarity opened her eyes again.
Trixie was sitting on the couch in front of her, next to Pinkie. Pinkie had one hand in her diaper, stroking up and down slowly. Her other hand had something smeared on it and Pinkie was slowly licking it off. One of Trixie’s hands was wrapped in Pinkie’s mane, pointing the pink pony’s face at her friends. Trixie’s other hand was gently stroking her crotch, while the blue unicorn bit her bottom lip.
Rarity blinked. Something about this didn’t seem right. She couldn’t tell exactly what, though.
Trixie’s horn started to glow, and Rarity felt the Cake’s press themselves harder up against her body. She heard them both started to moan and pant, and their backs arched slightly. Mrs. Cake’s breath kept hitting Rarity’s face, and every time it did she got a full helping of that salty, unpleasant, delicious smell.
Suddenly something rolled Rarity onto her back. She felt Mr. Cake underneath her, pressing his body into hers, and she felt Mrs. Cake’s weight pressing down on her. She glanced to the side. Trixie and Pinkie hadn’t changed at all.
This is bad, isn’t it? Rarity thought to herself. Why aren’t they worried? Is this normal?
The Cakes’ moans turned into loud gasps. Their bodies pressed into Rarity’s more than should be possible. They wrapped their arms and legs around Rarity’s and just kept pressing.
Just as the pressure began to worry her, to hurt slightly, Rarity saw Mrs. Cake’s eyes roll backward into her head. She let out a loud throaty moan and her tongue flopped out of her mouth. Behind her head Rarity heard similar noises coming from her husband.
And then Rarity felt herself dip down slightly. That couldn’t be right. She looked backward as best she could. Mr. Cake was still there.
More pressure. Her head spun back just in time to see Mrs. Cake flatten slightly. It was like air was being pushed out of her. Every heavy pant she let out seemed to take some her mass with it.
Rarity shook her head. This made no sense. It wasn’t right. She started squirming, but the Cakes’ limbs were still wrapped around her own. Her movements were pointless.
She kept struggling anyway. This isn’t right. That thought made it through the fog just fine. Before she could work up any momentum she felt Mrs. Cake’s pussy brush against her own, and Mr. Cake’s dick brush against her butt. It felt so much better than it should. It sent a quiver of pleasure through her entire body and she let out an involuntary gasp.
Her squirming stopped, and the Cakes continued to flatten themselves onto her body. With every gasp and pant and moan and heave of their chest they became noticeably flatter. Rarity never read comic books, but if she had that would’ve been what she thought of.
As they grew thinner and thinner and thinner they pressed themselves onto more and more of Rarity’s body, touched more of her skin, rubbed up against everything. And then, just when Rarity thought they couldn’t get any flatter there was a bright red flash.
Her eyes snapped open. She was on the floor in Sugarcube Corner, carpet was digging into her face. She looked up and saw her shoes and scarf and bag sitting by the door. That couldn’t be right. She sat up and looked at her body.
She was wearing a thin blue t-shirt, a curly pink scarf, and blue jeans and shoes. There was an orange bra visible under her shirt, and a matching pair of panties just visible in the space between her shirt and pants. She was wearing a thin hoodie over that, and there were some orange socks peeking out of her shoes. She stared at one of her hands and was greeted by a fuzzy orange glove. She glanced backward and saw her tail poking over the top of the pants. One of her ears flicked and she felt an earring that hadn’t been there before. She couldn’t tell what any of it was made out of, but it felt similar to cotton. It was all skin-tight. She could feel every fiber pressing and rubbing against her body.
Her first thought was that the pink and blue and orange clashed horribly. She looked like an inept high school gym student, or a safety-obsessed hiker. Her second thought was that she had no idea where the clothes had come from, or how they had gotten on her.
“You like them?” Trixie asked coyly from the couch.
“You!” Rarity leapt to her feet. “I most certainly do not! This is a fashion travesty!” Once she was standing up all the way she swerved to the side. Why was it so hard to keep her balance?
“Aw, poor thing. Perhaps you should lay back down?”
Rarity threw one hand to the side to steady herself and the other up to her head. A violent shake did nothing to dispel that fog over her thoughts. “You… Where…where did these clothes come from? Where did the Cakes go?!”
“Why, you just answered your own questions.”
Rarity shook her head. That makes no sense. What is that stupid, bitchy, attractive— Another shake. What is she talking about…
“Oh, right, I forget about all that magic sloshing around your brain is making you slow.” Trixie smiled. “Still, it shouldn’t be that hard.”
Rarity looked down at her clothes again. Nothing dawned on her. Just the ugly color combination. Orange and pink and blue.
Orange and pink and blue.
Orange and pink and blue…
Rarity’s eyes widened. “You didn’t! You couldn’t!”
“I did.”
“You’re sick!”
Trixie snapped her fingers. “Why thank you.”
Suddenly a wave of pleasure hit Rarity’s body. Her knees buckled and she found herself gasping and moaning. It was like she was being licked or rubbed or touched across every part of her body.
She tried to ask what was going on, but all that came out of her mouth was a throaty moan.
“Aw, the Cakes like you.”
Rarity tried to perform a rude physical gesture, but the order got lost on the way to her arms and she started rubbing her crotch instead. Even with the clothes in the way it felt incredible. Her body was so sensitive, it felt amazing. Every rub sent a shock of pleasure across her entire body, and then the tingly, omnipresent pleasure from the clothing preventing it from fading. It was indescribable. An orgasm started to build up in seconds. Just the thought of cumming, of riding out this incredible feeling for as long as possible made her that much hornier.
And then it stopped. Her eyes snapped open. Her hand was still rubbing furiously across her crotch but nothing was happening. The pleasure washing across the rest of her stopped too. Her eyes settled on Trixie, whose horn was glowing slightly and whose face was covered in a malicious smile.
“Now, now pet, who gave you permission to come before I did?”
A little bit of panic welled up in her throat. No, I was so close. Why would she do this to me.
Rarity tried to say something witty and scathing, but the words got stuck. “Please. You can’t.” She had wanted to say something more eloquent, hadn’t she?
“Oh, don’t worry. I’ll let you cum right after I’m finished. The Great and Powerful Trixie is very benevolent like that.”
Rarity blinked slowly. Had Trixie had that penis when this whole thing had started? She certainly would’ve noticed something that enticing before. She glanced over at Pinkie. The pink mare had fallen onto her side, though she still had one hand buried in her diaper, pistoning slowly. She was sucking on a bottle full of some off-white liquid. Rarity could’ve sworn that hadn’t been there before either.
Pinkie pulled the bottle out of her mouth to take a breath, and rather than a nipple there was a massive dildo attached to the top. Pinkie took a few deep breaths, a trickle of cum leaking out of her mouth onto the couch, and then quickly shoved the thing back into her mouth as she resumed drinking.
Rarity licked her lips. Why? That didn’t seem like something she would do.
She nearly had put her finger on it when Trixie wrapped her fingers in Rarity’s mane and pushed her face forward. There was a dick waiting for her. Rarity didn’t remember opening her mouth but that didn’t seem terribly important now that she had such a delicious penis to suck on. That thought seemed both poorly structured and out of character, didn’t it?
Trixie wrapped her other hand into Rarity’s hair and started thrusting her dick into the fashionista’s mouth. In and out and in and out.
Rarity felt like something was terribly wrong about all this. Her arms hung limply at her sides, unwilling to do anything. Maybe she was enjoying it? Trixie was quite attractive…
NO!
Rarity started shaking her head. This wasn’t right. It couldn’t be. It felt wrong. She was a delicate virgin. She liked stallions. Pinkie didn’t wear diapers.
Trixie bit her lip. “Mmm, still putting up a fight. Trixie likes that. You’re making Trixie even hornier than usual.” Her horn flashed red for a moment and all of Rarity’s resistance fell away as the Cakes started to massage her body again. They even managed to give her clit a periodic flicker of attention. Before she could even remember what was going on, she came into her panties. She could feel the damp spot without even looking, but that didn’t slow down the pleasure spreading across her body all over again.
Trixie suddenly gave one powerful thrust forward and Rarity felt a huge load of spunk shoot into the back of her throat. She came again immediately.
Trixie let go of Rarity’s head and the unicorn slumped backward, cum dribbling out of the side of her mouth. Her head felt so empty. What just happened?
“Mmm, you look so adorable like that. All glassy-eyed and quiet after being so resistant.” Trixie moaned. “Mmm, damnit, making me horny all over again.”
Rarity fell sideways but managed to prop herself up with an arm. This isn’t right. I’m not her…not her what? I have to fight this. That’s what she wants, it’ll make her happy. Rarity gave her head a violent shake. No, that’s not right. I don’t like her, she’s a stupid, selfish, attractive, benevolent…
“Get up,” Trixie barked.
“No.” It was the barest whisper, but she had said it. “I’m…I’m not your plaything.” Rarity groggily looked at the window and fired another blast of magic at it. She didn’t see where the spell landed before she slumped onto the ground.
Trixie picked the unicorn up by her pants and shirt and heaved her onto the couch. Rarity’s head landed next to Pinkie’s and Rarity could smell the thick stench of cum immediately.
She heard and felt the zipper of her pants being undone. She briefly registered that her clothes didn’t feel damp anymore. Hadn’t she come into them not too long ago? Where did—
Trixie’s dick plunged into Rarity, and both unicorns gasped simultaneously. Rarity tried to move her hips out of the way, tried to prop herself up on her elbows, but her body was incredibly reluctant to respond. Maybe I could pick myself up with magic…
Rarity started to gather magic into her horn, but then there was a shadow over her. A pink curly shadow. The shadow kissed her. Rarity could taste semen all over Pinkie’s mouth and tongue.
Trixie’s dick pistoned in and out of Rarity, and with each thrust her panties and jeans flapped against her skin. Then the Cakes started massaging her and she stopped caring about anything else, gasping loudly as her body went completely limp.
Trixie kept pistoning into Rarity. Her pussy was so tight, and with each pass the Cakes brushed against her dick and gave it the slightest massage. Trixie was breathing and panting and moaning too loudly to give orders so she let out a blast of magic.
Pinkie immediately stopped kissing Rarity, stopped pushing semen into her friend’s mouth. Her head shot up and she looked at her mistress. She wanted something, and Pinkie couldn’t keep the most important mare in the world waiting for anything. She crawled over Rarity and planted her legs on either side of her head. She wrapped her hands around Trixie’s smooth shoulders and started kissing her master. That’s what she wanted right? I hope I didn’t disappoint her.
Trixie’s tongue confirmed her orders and Pinkie smiled internally. Such a good girl.
Trixie tasted her own semen all over Pinkie’s mouth, and that gave her an idea. A quick dash of telekinesis and Pinkie’s diaper opened and all the cum that had been collecting in it started dripping onto Rarity’s face. Once most of it had fallen out Trixie flung the diaper to the side and gave Pinkie’s rump a gentle push downward. Her pussy settled onto Rarity’s face and Trixie grinned as Rarity started licking and sucking and drinking immediately. The unicorn’s dull, lifeless gaze was almost enough to push Trixie over the edge right then.
Trixie felt her next orgasm approaching and increased the speed of her thrusts. Moments later she came spectacularly, and she could feel her load leaking out of Rarity. She pushed Pinkie away from her mouth just as Pinkie came all over Rarity’s face, her own juices and plenty of Trixie’s pouring into the unicorn’s mouth. Trixie saw Rarity’s throat bulge as she swallowed it all.
“Alright, Pinkie, that’s enough.”
“Did I do a good job, Great and Powerful Trixie?”
“Very good.” Trixie brushed a hand along Pinkie’s chin and the mare shuddered with pleasure. “Now,” she summoned a fresh bottle and diaper, “go sit down while I finish up with your friend.”
Pinkie nodded, and walked unevenly over to a chair on the other side of the room, the diaper wrapping around her groin and the bottle slipping into her mouth as she took her steps. By the time she collapsed into the chair her belly had already started to slowly bulge outward again, each sip causing a barely-perceptible push forward.
“So, Rarity, how do you feel?”
“Good,” Rarity whispered.
“See, I told you.”
“Yes, you were right. You’re always right, Trixie.”
“Exactly. And just to make sure you don’t forget that, I’ll have to pump a little bit more of my magic into your brain than I did with Pinkie. Can’t have you resisting me again, can we?”
“No. Never. I would never. Unless…”
“Unless what?”
“Unless…” Rarity scrunched her eyes shut and opened them again. “I forgot.”
Trixie smirked. She snapped her fingers and the Cakes immediately started to pleasure Rarity again. Rarity gasped and Trixie grabbed her face. Rarity squirmed, but she touched their horns together and there was an electrical crackle as she poured magic directly into Rarity skull, an arc of red lightning connecting the two horns.
Rarity gasped, her mouth hanging open and her body writhing aimlessly on the couch. Minutes passed, fluids started to leak out of Rarity’s pussy into the Cakes. More than a few strands of drool fell onto her scarf. Several tears leaked out of her eyes. Finally the magic stopped and Trixie pulled back.
“Unless what?”
Rarity blinked, very very slowly. Her head didn’t move and her mouth hung open. “Unless…” Another long, slow blink. “Unless… you want me to.”
“Good girl. Now turn around. I think it’s time I tried out your ass.”
Another long slow blink, then Rarity slowly turned onto her stomach before her body dropped limply onto the couch. Her mouth was still hanging open, her drool and tears mingling at the edges of her mouth. Her tail slowly drifted upward until it was completely out of Trixie’s way.
A smile spiderwebbed acrossTrixie’s face. “Good girl.”
Author's Note
I clopped one-and-a-half times while writing this. ![]()
"Clever, we didn't need to know that..." -- ![]()
Like you aren't gonna clop to it too, hypothetical reader.
Unless you're here to laugh at it, a decision I completely support ![]()
