Garth took the lead as he and Ferdinand walked down the plank and set foot on the harbor before making their way to the shore – to dry, solid land.

“We should go the port's tavern first.” Ferdinand said. “Ask them around. See if Tali stopped by for a drink on his way.”

Garth scoffed. “Tali, stop for a drink? I can't imagine him going into a bar, much less ordering a drink. 'Oh, look at me, everyone! I'm Prince Tali, and I'm so princely and soft and brittle that just the thought of ingesting alcohol makes me shiver in my boots'!”

Ferdinand shrugged. “It's still worth a try. If a prince has been in the area, you know the patrons of the tavern will be gossiping and rumoring about it. It's not unlikely that Tali may have even gone and asked them for information, the way we're doing now.”

“I still say the idea of Tali in a bar is ridiculous.”

Ferdinand crossed his arms. “All right, wiseguy. You got a better idea?”

Garth raised his finger and prepared to speak, only for nothing to come out of his mouth as he realized no, he did not have a better idea.

“We'll go to the bar.” Garth said. “Excellent idea. Glad I thought of it.”

Ferdinand rolled his eyes. “Whatever you say.”

Making their way to the bar, Garth burst through the door, slamming it open, immediately garnering the attention of everyone within the bar.

“You didn't have to be so forceful ...” Ferdinand commented quietly, murmuring to himself to avoid drawing Garth's ire.

“Patrons!” Garth shouted, marching into the room. “Gamblers and drunkards, harlots and lowlifes, listen well! I am Garth, knight of Maretonia and King Talon's court. I come to Equestria on a mission of vital, nay, royal importance. I must find Prince Tali before he gets himself killed by your Guardians. Speak now. Where is he?”

“We must find Tali, you mean ...” Ferdinand rolled his eyes.

“Come on.” Garth said, wading through the crowd of packed-together people, finding each of them reluctant to talk to him after his dramatic entrance through the front door. “Come on now, speak up. Surely one of you must have seen something.”

Garth put his hand on a walking patron's shoulder, only for the patron to turn around and physically rebuke him, throwing Garth's hand off and shaking a fist at him before leaving in disgust.

“I don't understand.” Garth said as Ferdinand walked up to him. “Nobody in here seems to want to talk to me.”

“Can you blame 'em?”

Garth spun around. “What? Who said that?”

“I said, can you blame 'em for not wanting to talk to you?” A woman standing behind the bar's counter said, wiping down the counter. “That was quite an entrance you made with the door, with your big speech. Very forceful. Folks in my bar appreciate a little peace and quiet. You kind of stomped all over that, So it's no wonder they are a mite bit resentful and don't want to talk to ya.”

“Hmm.” Garth pursed his lips.

“And if I'm honest, you kinda leave a bad taste in my mouth, too.” The barkeep said, smirking at him. “I can tell what kind of man you are just by looking at ya. The kind that's too arrogant for his own good. Full of himself. Thinks he can do anything and take all the credit.”

“My personality is not the matter I wish to discuss with you.” Garth said, slamming his hand on the table. “You know what the matter I do wish to discuss is.”

“Prince Tali?” The barkeep said. “Sure, sure. You just missed him. Came in a few hours ago, asking about the Guardians. We all told him he was crazy if he thought he could defeat, but he was persistent. So we gave him directions and sent him on his way. And I'll add, he made a big speech too, but he wasn't as haughty about it.”

Garth ignored her last comment, instead focusing on the bits of information he wanted to hear. “You gave Tali directions? Which way?”

“North.” The barkeep said. “Keep going until you get to the forest. You should find a Guardian there. She'll be able to tell you what happened to Tali.”

“Hopefully nothing.” Garth said. “The king is going to reward me a very small pittance out of obligation if I return with the news his son is dead.”

“Say, once you get there and get the stuff you need …” The barkeep said. “If you survive, you mind coming back and bringing your buddy back with you? He's a little cutie.” The barkeep winked at Ferdinand, who blushed.

“Come, Ferdinand!” Garth raised his hand, ignoring the barkeep's request. “Due north!” They walked out of the bar, the barkeep waving them goodbye.

She chuckled. “Poor guys. Have no idea what they're in for. But I do hope that other knight comes back … ”

Garth and Ferdinand arrived at the forest on horseback with no trouble. They stopped their steeds when they came upon the sight of a woman who was pinned and crushed underneath a fallen tree, grunting and trying to push herself up, struggling with the weight of the tree on her back.

“Do you see that?” Garth said to Ferdinand as he dismounted. Ferdinand followed suit. “There.” He pointed to the woman. “What a remarkably resilient woman. To be crushed by a fallen tree like that and not have her spine crunched to bits! Come.” Garth raised his hand and moved towards her. “As honorable knights, it is our sworn duty to help this fair maiden.”

“Whoa.” Ferdinand grabbed Garth by the shoulder and pulled him back. “Are you sure you want to do that? I'm not sure this maiden is so fair. Look again.” Ferdinand pointed at behind the tree. The end of a snake tail was rising up and whipping about in agitation.

Fluttershy tried to push herself up, closing her eyes and grunting with effort. The tree rocked on her back, but she was unable to shake it off. She let out a sigh and fell down, her massive breasts propping her up on the ground. Panting and huffing, she looked upwards and saw Garth and Ferdinand.

“Oh great. More men! Just what I needed.” Fluttershy complained as she began another attempt to free herself, pressing her hands into the ground. “I'm in no mood for you right now. Let me guess. You're both here to steal the crown as well?”

Garth rubbed his chin. “You know, I hadn't thought of trying to steal it for myself … hmm.”

Ferdinand moved in front of him to speak before Garth said something which Ferdinand knew would upset the Guardian. “No. We're not interested in the crown. We're just here for Prince Tali. We've been sent to retrieve him and bring him back to Maretonia.”

“Tali.” Fluttershy spat. “Tali, Tali, Tali. Ooh, if I my get my hands on him … I don't know what I'd do, but it'd be unpleasant. He was the one who put me here. We were fighting, and he tricked me and buried me under this tree. That was my attack, and he turned it against me! Hmph. Rude.”

“So …” Ferdinand said. “You don't seem to like Tali much. Will you help us? We could get him out of your hair … and help you out from under that tree ”

“Hmph! Forget it. The way my day is going, I'd just as soon swallow you wih my breasts.”

Garth and Ferdinand both blinked, though Ferdinand seemed to have his interest piqued, leaning forward.

“Do … what?” Garth asked.

“As a Guardian – oof!” Fluttershy grunted as she fell down again. “I have access to certain magical features. One way I manifest my features is that I have a special cavity in my body only accessible by going through my cleavage. I use it to swallow men and women who come here.”

“I … see.” Garth said. “And then, once you swallow them, then what do you do with them?”

“That depends on them. Sometimes I spit them back out. Sometimes ...” Fluttershy cracked a psychotic smile. “I don't.”

Garth and Ferdinand both recoiled at the unsettling image which popped into their heads.

“And sometimes ... I let them live in pleasure inside me for the rest of their days.” Fluttershy said softly, picking up a spec of dirt and examining it before tossing it back to the ground and giving the two of them a suggestive glare, a tiny smile on her face, as if she were offering this option to the both of them.

“Er, yes.” Garth said. “Well, I don't think she'll be of any help to us. We should be on our way.”

Garth prepared to mount his horse, but a sudden noise made him stop. He and Ferdinand turned and watch as Fluttershy at last freed herself from under the tree, pushing herself up and lifting the tree with her. Shaking to and fro, she shucked the tree off to the side. Groaning and creaking, the tree hit the ground with a thud. Fluttershy took a moment to stretch her arched over back before raising herself up to her full height.

“Aah.” Fluttershy sighed, placing her hands on her back and rubbing out some of the soreness she had. “That's much better. Now, as for you two ...” Fluttershy lowered herself. “I think I'll swallow one of you with my mouth, and the other one with my breastsssss.” She hissed, flicking out her forked tongue.

Garth remained calm. “Follow my lead.” He instructed Ferdinand. He reached over and pulled out his shield. Ferdinand did the same.

“Side by side, now ...” Garth said. Fluttershy began to slither towards them.

“Charge, and make sure to scream while you do it! AAAAAAAH!”

Screaming to intimidate their opponent, Garth and Ferdinand charged at Fluttershy, running side by side with their shields out. Fluttershy was startled at their brave and sudden charge and thus an easy target for the two knights as they ran her over, bashing their shields into her human half's ribs on each side and knocking her down, her breasts jiggling as she fell.

“Quickly!” Garth said. He and Ferdinand put away their shields and whistled for their horses. The horses galloped towards them, carefully moving around the long length of Fluttershy's tail.

Garth and Ferdinand scrambled to mount their steeds.

“Hi-yah!” Garth smacked his horse to make it go. The knights took off into the forest, their horses leaving a trail of dust in their wake.

“Oh … huh?” Fluttershy groaned, rubbing her head as she rose up, dazed and disoriented. She gasped and looked around, realizing the two knights were getting away. “Grr ...” She growled and gave chase after them.

Inside the barracks, Rarity was resting on a pillar, murmuring to herself.

“Oh, it's truly a shame Tali managed to barely win the game and had to leave ...” Rarity said. “He was cute. I hope one of the other Guardians turns him back and he decides to … stop by on the way home, hee-hee.”

“AAAAAAAAAAH!”

Rarity snapped to attention. Two men in suits of armor riding horses, screaming like maniacs to confuse, intimidate, and destabilize their opponents, came through the barracks. It proved to be an effective strategy, as Rarity was completely nonplussed by their sudden entry and did nothing to stop their exit from the building.

“What?”

Rarity heard clanging and turned her attention back to the entrance. Fluttershy was making her way into the building, her tail bumping against the various objects.

“Well?” Fluttershy asked, raising up. “Don't just stand there! Go after them!”

“Ooh, you're in one of your moods again.” Rarity rolled her eyes. “All right, all right, I'll chase after them with you. Come on.” Rarity directed her slime to move towards the door.

Outside in the next area, Rainbow Dash was slowly dragging herself back to her post, crawling along the ground.

“Unbelievable.” Rainbow Dash said. “I can't believe that little twerp beat me. Ugh. How am I going to explain this to Celestia?” Rainbow Dash found her cloud platform and grabbed onto its edge, using to pull herself and sit down on the edge of the platform while she recovered. She didn't have time to rest long, as she could hear the faint sounds of distant galloping hooves and screaming warriors.

She jumped to her feet, arming herself with one of her clubs. “Hold it right there!”

Rainbow Dash prepared to swing her club as the riders came into view, but their horses bowled her over and ran right past her, trampling her on the way.

“Oh, come on.” Rainbow Dash groaned.

Soon after the riders had gone, Fluttershy and Rarity came across Rainbow Dash's fallen form.

“You go on.” Fluttershy told Rarity. “I'll take care of her.” Rarity nodded. She continued down the path, waddling on her slime's tentacles.

“Rainbow Dash?” Fluttershy asked softly. “Are you alright?” She bent over to inspect Rainbow Dash's body.

Rainbow Dash bolted upright, swinging her club around wildly, almost hitting Fluttershy. She was raring to go.

“Come on, come on!” Rainbow Dash continued to swing the club around. “Show yourself! I'll make mincemeat out of you! Come on!” Rainbow Dash wandered around, still swinging her weapon without any aim or putting in any care to watch where it was going. Fluttershy slithered back to avoid the club a second time. But Dash kept swinging, and the third time her club almost hit Fluttershy, Fluttershy felt it was time for some drastic measures and intervention.

“Rainbow Dash.” Fluttershy snapped, lassoing her tail around Rainbow, wrapping it around Dash's midsection. “You need to calm down. You're going to hit someone with that club.”

“I'm not going to calm down!” Rainbow Dash shouted. “I've been defeated twice today! I-I've been made a fool of twice today! I'm going to hit somebody! I don't need to calm down. You need to calm down and let me go so I can hit somebody!”

“That … doesn't make any sense. Why do I need to calm down?”

“YOU don't make any sense!”

Fluttershy ran a hand over her temples and sighed. “Drastic times call for drastic measures. Okay, Rainbow Dash ...” Fluttershy lifted Rainbow Dash up close to her. “Look at me.”

“What? No.” Dash said.

“You know the agreement, Dash. Whenever you get too rowdy ...”

“I'm not doing it.”

“This is what you agreed to! To let me hypnotize you to calm you down. Rainbow Dash, look at me.” Fluttershy grabbed Rainbow's head in her hands and forced Rainbow Dash to look her in the eye. “Look into my eyes ...” Fluttershy's eyes turned into their earthy colored hypnotic rings. Rainbow Dash's eyes took on the same appearance.

“There you go, that's it ...” Fluttershy said. “Just look into my eyes and relax … relax. Okay? Are you relaxing?”

“I'm relaxing. I'm relaxing!” Rainbow Dash protested.

“Quit raising your voice, dear. That's the opposite of relaxing. Now … I want you to focus. Focus on my eyes and on my words.”

Rainbow Dash nodded. “Focus … on your eyes and … words.”

“Good, good. There is no need for all this violence.”

“No need for all this violence ...” Rainbow Dash repeated.

“That's right.” Fluttershy said. “And you … you're so dutiful, Rainbow Dash, always focusing on guarding the crown or whatever Celestia asked you to do last. You barely take any time out for yourself. You deserve to have some fun every once in awhile. Some … relief.”

“Some … relief.” Rainbow Dash repeated. “Re … lief? You mean, like ...”

“Yes, I mean like sexual relief. You need to give in to your lust more, into your sexuality more. It's no good for young women like you or me to be all business, all the time.” Fluttershy said.

“But we're like, eight-hundred years old.”

Fluttershy ignored her. “There are two knights who are running around right now. Now, I didn't realize it at first, because I was still kinda upset over losing to Tali, but I've calmed down now and they're both ...” Fluttershy giggled. “Quite buff. We're going to capture them. Then, we're going to let you use one as your personal toy. How does that sound?” Fluttershy smiled.

“That … sounds great.” Rainbow Dash said, a dopey grin spreading across her face.

“Good.” Fluttershy let Rainbow Dash down, releasing Dash from the coils of her tail. “Now, let's go find those knights and capture them so you can have some fun ...” Fluttershy kept a hand on Rainbow Dash's back, slithering by her side and guiding Dash to follow her.

“Yep! Some real fun, ha-ha!” Rainbow Dash laughed.

Tali paced himself and his horse on their way to the next Guardian's area. He figured they could take the time to slow down and enjoy nature, as well as the peace and quiet before their next encounter with a Guardian.

Tali took in a deep breath, enjoying the fresh air, scented with the fragrances of flowers

“Tali.” A forceful voice said.

That voice. No. It … couldn't be. Here? Tali looked over his shoulder. Confirming his fears, he saw Garth behind him on his stony stallion, with Ferdinand trailing behind Garth.

“Garth.” Tali acknowledged him, turning Talos around to face him. Tali dismounted a moment before Garth did.

“What are you doing here?” Tali asked. “How did you get past the Guardians?”

“Through cleverness and wit.” Garth said, placing his fist to his chest in pride.

“We ran past them screaming and taking advantage of the fact you'd already beaten them.” Ferdinand said, earning a glare from Garth. “What? It's true. And don't think I didn't notice your feats, Tali.” Ferdinand pointed a finger at Tali. “I mean, unless that snake lady put that tree on herself and lied to us about for some reason.”

Tali nodded. “Still, my question remains. What are you doing here?”

“We are on orders from King Talos to bring you back to Maretonia.” Garth said.

“Well, in that case, I'm afraid you're going to have to be disappointed.” Tali said. “I'm not leaving here without that crown.”

“Tali.” Garth admonished him as if Tali were a young child. “It's not safe for you here. The Guardians will rend you limb from limb. You can't possibly hope to beat them. Not when you're … well, you.”

Tali crossed his arms. “Excuse me? I think I've been managing pretty well against them, all things considered. Don't forget, you only were able to get here because I had beaten the three of them already!” Tali pointed.

Garth gave an apologetic, insincere smile. “Tali, it's good that you were able to play the big, strong hero for once, but we both know you only beat the Guardians through luck.”

“What?” Tali went livid. “Do you honestly mean to tell me you don't think I was able to beat the Guardians on my own skills and merits?”

Garth chuckled. “Heh, well … no.” He smirked.

Tali clenched his fist. He took in a deep breath and let it go. “You know what? Fine. Believe whatever you want about how I got past them. But I'm not coming back with you.” Tali moved to remount Talos, but Garth stomped his foot.

“Yes, you are.” Garth said.

“Aww.” Tali cooed mockingly. “What's the matter, Garth? Not used to someone telling you no?”

Garth's jaw dropped. It took a minute before he fixed it back into place. “What's with you, Tali? You're not normally like this ...”

Tali shrugged. “Maybe facing certain death has made me reevaluate what I think is scary in life.”

Garth took another step forward. “Your father sent me out here to bring you back.”

“For the last time, no, you won't.”

Tali heard something clang and rattle. He looked around and saw Garth had removed one of his gauntlets and thrown it to the ground.

“Are you ...” Tali said. “Challenging me to a duel? Your prince to a duel?”

“I am.” Garth said. “It is my intention to defeat you, and then drag you back to Talon by the hair, if need be.”

Tali narrowed his gaze. He took his hands off Talos and rubbed his hands together. “Very well. I accept.”

“No shields.” Garth said. “Just swords.”

“Accepted.” Tali drew his sword.

“Good.” Garth pulled out his sword, a broad, large blade. “Now, let us see who is the better swordsman. I mean, it's obviously going to be me, of course, but I deserve to at least give you a chance to prove me wrong.”

Tali took up a stance and stepped towards Garth. Ferdinand made his horse step backwards, so as not to interfere with what was to be a fair duel.

Garth and Tali walked around in circles, each of them seizing up their opponent, their swords dancing around in their hands.

“YAAAH!” Garth made the first attack, letting out a warrior's yell and charging. Raising his sword up, he attempted an overhead strike at Tali, but Tali blocked it with his sword, pressing the base of his blade up against the base of Garth's blade. Garth withdrew his sword and stepped back.

“I see you've put on some muscle.” Garth said. “It's good to see you've gained some meat on your bones from this adventure.”

“What can I say? I … had some help.”

“But I'm afraid this foolish quest is over, Tali.”

“I'll be the judge of when this foolish quest is over, Garth.”

Tali adjusted his grip on the base of his sword. Though he had grown bolder during his time in Equestria, he wasn't going to charge at Garth. He was going to fight defensively. He knew Garth's weakness was his arrogance. It was only a matter of time before Garth made a mistake.

Garth lunged at him. Tali breezily stepped to the side, causing Garth to miss. Garth spun around and attempted to strike Tali, but Tali was able to guard again, locking their blades together in an engagement.

Garth pushed his sword harder, thinking if he pressed hard enough, he could break Tali's guard and earn a decent hit. He might have been right, but he wouldn't get the chance to find out.

Tali pushed back, trying to move Garth's sword to where he had a clear opening. Once he budged the sword far enough, Tali repeated what he had done to Rainbow Dash and kicked Garth in the gut, making him crumble to the ground, dropping his sword.

Garth propped himself up on his arms, glaring up at Tali, his conqueror. Tali glared back, unfazed by Garth's bitter expression.

Tali went to remount his horse.

Garth grumbled. He grabbed his sword and ran to his horse, climbing onto the saddle. “We are bringing you back to Talos whether you like it or not!”

Tali grimaced. He should have known better than to think Garth would let the matter drop after losing the duel.

Tali reared up Talos and turned him, and gave Talos the command to sprint into a gallop. Garth and Ferdinand gave the same commands to their horses, pursuing after Tali.

Tali kept looking over his shoulder as the race went on. The horses went into a dark patch of forest, covered with trees with large canopies and oddly dark leaves, creating a sense of darkness and foreboding, as if something were waiting in the wings.

Tali shook Talos' reins, urging the horse to go faster. The clopping of Talos' hooves intensified as the horse increased his pace.

Garth growled. He shook his reins as well, gaining on Tali. As the forest and foliage went by them in a whoosh, Tali shook his reins again, to Talos' irritation. He could only go so fast.

Talos nevertheless kept going, doing his best to ensure Garth and Ferdinand did not catch up with them and take them prisoner. Eventually, his efforts paid off, and some distance was between them and Garth, to Tali's elation.

“Ha-ha!” Tali boasted, raising his fist in the air. He kept looking behind him to be sure they were leaving Garth eating their dust, and gradually, Garth and Ferdinand faded into the forest, Garth muttering and grumbling all the while.

“Can't you go faster?” Garth complained to his horse, who didn't appreciate his comment and instead went slower to spite him. Garth groaned.

Tali smiled, pleased to have gotten away. As he was looking over his shoulder, he didn't see what was in front of him. He had no idea there was a huge pit ahead of them until Talos came to a sudden halt, launching Tali off his back and sending him into the pit to plummet.

Tali reached upwards to grab something as he fell. He could see the face of his horse over the edge of the pit, looking bashful and apologetic.

Tali closed his eyes, bracing himself for the worst. To his surprise, he hit something silky which compressed when he fell on it before springing back up, bouncing him around.

“What?” Tali wondered, looking around once the ground beneath stopped bouncing and vibrating. He saw the entire pit was filled with spider webbing, creating a floor of sorts, with long strands of spider web strung up from the sides of the pit like decorations.

“Huh.” Tali wondered, leaning back. He lifted his hand up. He wondered why this spider webbing wasn't sticking to his hand. If anything, it was slick. He tried to get to his feet, and much to his surprise, he found the webbing could support his weight, aside from a little wobbling.

Tali heard the web creak, followed by a voice.

“Ooh! A new playmate?”

Tali saw what he reasoned was the next Guardian. A woman walking towards him with curiosity apparent. She had wild, frizzy hair like candied fluff, she was dressed in a vest made of webbing, with bracelets of the same material on her arms, and as had with Fluttershy and her snake tail, from her waist down, this woman had the body of an enormous black spider. Her legs made long strides on the web as she approached Tali.

She stood in front of him with the look of a curious child on her face.

“Hi!” She extended one of her legs towards Tali. “I'm Pinkie Pie. What's your name?”

“Uh … Tali.” Tali hesitantly shook the leg with his hand.

“Nice to meet you, Tali! We're going to have so much fun together!” Pinkie Pie reached behind and produced a glass vial with a rotund bottom, filled with a pinkish liquid and capped with a cork. “Here. Drink this.”

Tali, a bit confused, took the bottle. “Um … aren't you going to try to eat me or something?”

Pinkie Pie scoffed. “Pssh. No. I told you, we're gonna have fun! Lots of fun. I have to go away for a minute. Make sure you drink all of that, okay? I'm trusting you.” She gave an affirmative gesture and winked at him before disappearing behind a veil of web.

Tali examined the bottle. His common sense told him drinking it was a bad idea. It could be poison. Pinkie Pie's way of getting rid of him after the other Guardians had failed to stop him.

He looked up. Of course, he had to consider, it was unlikely Talos would be able to rescue him. If he wanted to have any chance of climbing out of this pit alive, he had best do as Pinkie Pie said. She'd be unlikely to cooperate with letting him leave until he'd done as she asked.

Sighing, he pulled the cork out of the bottle.

“Here goes nothing. Which hopefully does not include my life.”

He lifted the bottle up to his lips and poured the drink into his mouth. He chugged it down, remembering Pinkie Pie's instructions to drink all of it. If it was a poison, he wanted to be at its most effective, so at least he wouldn't die a slow, prolonged death. Better to get it all over with at once.

The liquid, whatever it was, didn't taste too bad. Sweet, really, and a bit like pomegranate.

“Hmm.” Tali placed the cork back into the battle. “Well, I'm not dying yet.”

He spoke too soon. A feeling of instant discomfort traveled along his spine. He winced and dropped the bottle, where it clung to the webbing. Grimacing, his eye twitching, Tali fell backwards onto the ground.

“Oh … ugh.” Tali groaned, crossing his arms over his chest. His entire body was shaking. “What's … happening to me? Guh … ” It almost felt as though his body was trying to inside out.

In fact, it felt as though this was happening with his masculine parts. Grunting and biting his lips at the realization of what was going, Tali felt his equipment begin to shrink and retract, as if were trying go inside his body and invert itself inside out. The painful sensations he got as his masculine parts disappeared into his flesh caused him to grunt and groan.

“Ooooh!” Tali screamed, his voice becoming higher. In addition to whatever was going inside his leggings, his chest began to feel tight as well, as if something were trying to burst out from it. It constricted him and made his breathing heavy. His chestplate was designed to share space with whatever was inside his chest.

Grunting more, Tali went about undoing the latches of his torso piece, undoing each and every one until he could remove his breastplate with no resistance, where he tossed it to the ground. He panted, appreciating how he could breath much easier without the restrictive armor on him.

“Oof!” He grunted as his masculine bits reached all the way inside his body. He began experiencing other sensations, too. His skin was feeling softer. His fingers were growing thinner. The muscles Rarity had enchanted him with were reducing.

His hair was falling down all over his face, obscuring his vision. He reached and brushed his long bangs out of the way. He flicked the locks back over his shoulder to make sure they were out of the way. They reached his neck.

His breathing grew heavy and strained again. All he could do was try to focus and relax, but something was inside his chest, and it was going to come out.

“AAAH!” Tali grunted as whatever was made its escape, flying free of the inside his chest. Once the feeling of pain passed, he looked down and he couldn't believe what he saw.

His chest had sprouted a pair of curvy, firm breasts, about the size of pomegranates. He reached up to his chest and touched them, making sure they were real and he wasn't experiencing some hallucination induced by Pinkie's drink. They were real, as he could it when his fingers made it contact, giving himself a light squeeze to see how solid they were.

“Hmm-hmm! Like it? It's been a while since I got to use it on anyone … you're quite pretty! Say goodbye to Tali … and hello to Talia!”

Talia looked up to see Pinkie Pie, another bottle like the one she had given in her hand. She had gone through the same transformation as Talia, turning into an attractive, muscular male, with rippling muscles and a heavy, stocky chest, his hair becoming slightly smoother than it was as Pinkie Pie, and his face becoming more square. Talia also couldn't help but notice he had … quite the package hidden behind another bit of webbed clothing.

“And I'll be your host, the Guardian formerly known as Pinkie Pie, Pinks!”

Talia stammered incoherently.

Pinks giggled. “Well, what do you think?” He raised up the bottle. “It's my special blend of potion. Turns whoever drinks it into the opposite of what they currently are.” He tossed the bottle into the air before crossing his arms. “How do you like it?”

“I, uh ...” Talia stuttered, unable to do more than gesture at herself.

Pinks giggled. “Oh, go on! Squeeze yourself. You know you want to. I won't tell.” Pinks raised a finger to her mouth, giving Talia a knowing glare.

Talia stared at her new chest. She gave herself a light, tiny squeeze, just to keep Pinks happy. She wasn't terribly interested in squeezing herself.

Pinks scoffed. “Really? That's it? Weak. Let's hope you do better in the next part … we all know what we're really here for.”

Pinks gestured to his abdomen. Before Talia could raise any questions or objections, Pinks removed the spider webbing covering his equipment, exposing his handsome, well-sculpted masculine equipment.

Talia drooled, overcome with lust at the sight, even though she had never had a sexual thought regarding being intimate with a male before now.

It's the potion. Talia thought. The potion is making me do this. The potion is making me lust and want for her … er, him. Making me … a lustful woman.

But knowing it was the potion influencing her did nothing to curtail the lust rising through Talia. She continued to drool.

“Ooh, look at you!” Pinks cooed. “You want this, don't you? You want it so badly. Isn't that right? You're overwhelmed with lust.”

Talia nodded, transfixed on his equipment.

Pinks giggled. “Well, what are you waiting for?” He crooked a finger, gesturing Talia to come hither. “Come here, sweetie ...”

Talia did so, walking over to Pinks. Pinks looked at her with a warm smile as she approached. Pinks gently leaned forward, lowering his body so Talia had easier access.

Unable to resist the burning lust inside her, Talia reached up and clamped her mouth down on the pulsing pud and began to suck.

“That's it.” Pinks whispered. “Suck. Good girl ...”

“Mm.” Talia closed her eyes and focused on sucking. It felt enticing to have Pinks' equipment inside her mouth in so intimate a manner. It was giving off heat, gently thrumming against Talia's tongue.

“Mmm ...” Talia moaned, feeling it pulse and throb.

“That's it, that's it ...” Pinks encouraged her, stroking a hand through Talia's hair. “Just like that ...”

Talia took in a deep breath through her nose and sucked harder, trying to push Pinks' closer to release and pull his orgasm out of it. She adjusted herself, her lips traveling further up Pinks' equipment.

It was worker. Pinks' moans were getting louder and louder.

“Mmm … ooooooh yessssss.” Pinks moaned, closing his eyes and gently thrusting himself slightly further into Talia's mouth. “Yes … yes. OOOOH YES!”

Pinks' scream echoed off the walls of the pit as he experienced release, orgasming straight down Talia's mouth. Talia was at once hooked onto Pinks' release. It was warm and powerful, with a pressure a-plenty behind it, and it felt both demeaning and reassuring to Talia at once. Demeaning because she was having to swallow such vulgar, sultry fluids, but reassuring as it let her know her efforts were being appreciated.

“There.” Pinks said. “Isn't it good?”

“Mm-hmm.” Talia gave a muffled agreement.

So good … is this what it felt like to Fluttershy when she did this to me? Talia wondered. No wonder she was so eager for it …

Talia gave the pulsing tiff one last parting suckle, meaning to remove herself. But the tip of it swelled up, and Talia was given another dose of Pinks' seductive, powerful secretions, the vulgar fluid oozing down her throat.

“There.” Pinks said as he orgasmed into Talia a second time. Talia moaned, her entire body shivering with pleasure as she was given more to drink.

Once Pinks' second orgasm had finished, Talia pulled away before he had a chance to release again.

“How-how did you do that?” Talia wondered. “Most men would need a break after just one release!”

“You'll find I am not most men, Talia.” Pinks said smugly.

“Yeah, okay … but still. How long can you go on for, really?”

Pinks gave her a smile. He leaned in close to her, putting a hand on her chin.

“I can go … for as long … and as fast … and as hard … as … you ... want.”

Pinks proved his words by demonstrating the incredible control he had over his equipment. His tiff pulsed and throbbed, growing in length by a few inches, the veins on it becoming more pronounced and throbbing even more.

A strand of drool escaped Talia's mouth.

Pinks giggled. Without waiting for Talia's consent, he shoved his equipment into her mouth again. Talia let out a moan and sucked almost on raw, primal instinct. Talia's entire body shivered with anticipation she felt, could taste as Pinks' got close again, his pud pulsating and thrumming in her mouth before launching another release of masculine ooze, this one longer and thicker than the releases before it.

Pinks began talking, oblivious to Talia's grunts and moans as she was forced to swallow more of Pinks' seed. She was getting to be so full … she could feel it building up in her stomach.

“Doesn't it feel so good to suck, Talia? To be rewarded for your efforts?” Pinks said. He raised up his front most spider legs and used them as combs on Talia's hair. “Why don't you stay here with me and keep being a mindless bimbo? You wouldn't have to do anything … just suck every so often. And isn't sucking so much easier and so much less effort than anything else you would be doing? I'm sure it's much nicer here than wherever you left from. I could take care of you … make sure you were fed and clothed ...”

Ah-ha. So this was Pinks' plan, Talia realized. To offer a comfortable life with him while trying to get pouring her mouth with his delicious masculine releases to get her addicted to them, so she couldn't say no. It was working. As Pinks' powerful, seductive secretions ran down her throat, Talia wanted nothing more than to simply suck and swallow more of it, her eyes fluttering as she was overwhelmed with the pleasure liquid.

“Aaah … aaah.” Pinks moaned, raising his head up as he gave Talia another heavy orgasm, dosing her mouth with his addictive masculine ooze.

“Aaah.” Pinks puffed out a big sigh and withdrew from Talia. “Well … that's all for the moment. I'll give you some time alone to adjust. Think about my offer, okay?” Pinks waved Talia goodbye as he retreated back to behind the curtain of webbing. “Oh, and you might want to take your shirt off. Just some advice.”

Talia fell onto her bottom, overwhelmed with sexual pleasure.

“That was … fantastic.” Talia muttered, blinking, struggling to stay awake and focused through her sex-induced haze. She put a hand over her stomach, feeling how full it had gotten. She wondered how much more Pinks could produce and give her when he came back.

“Mmph ...” Talia grunted, feeling a pressure building up inside her breasts. She placed her hands on them, trying to push the pressure back, but to no effect. “What was it Pinks said? I might want to take my shirt off?”

The reason why Pinks recommended a course of action became clear as Talia's breasts swelled up, giving him a mixed feeling of both discomfort and pleasure as her breasts grew by several sizes, going from the size of pomegranates to the size of grapefruit, getting heavier and more sensitive.

“Aah ...” Talia moaned. Not wanting to risk any further damage to her clothes and destroying them, she followed Pinks' advice and undressed, untying the laces of her shirt and tossing it into the pile with his chest piece. This exposed her heavy breasts to the brisk, chilly air, and Talia shivered from the both cold and the pleasure as the cold air nipped at her nip-tips.

“Ooh ...” Talia moaned and rubbed at her breasts as they continued to grow, the pressure building up inside them. She looked down in shock as she saw them expanding, getting larger and larger, swelling up like inflating a balloon, until they were the size of watermelons.

And finally, they release, relieving the pressure a little. Droplets of milk leaked out from her the tips of her breasts. Talia took in a deep breath and panted, digging her fingers into her breasts and squeezing to get more of the milk out, and get it out faster. The milk squirted out from her breasts, getting all over Pinkie Pie's spider-web floor, soaking the silky strands.

“Well … I guess I know what Celestia was talking about.” Talia said.

She moaned and continue to squeeze herself, squeezing her breasts hard to get as much milk out as possible. It felt so good, the relief of pressure she felt when the milk escaped the mammary confines of her breasts … it was too bad Pinks had left, so she had no one to share with it.

Eventually, as the milk continued to flow out of her, her breasts began to shrink, deflating as the milk they filled them up to excessive amounts and stretched them out was removed, allowing her chest to assume a more natural, less heavy size. Talia repeated this process, getting creative and squeezing her breasts against each other, until the milk was all out and her previously massive bust was little more than tiny pockets of fat on her chest.

“Whoo!” Talia exclaimed in surprise and delight as she felt what tiny remnants were left of her breasts shrink even further, until they disappeared. Talia's body shook for a bit, and it felt painful to lose what she had and regrow some male equipment, but her fingers plump up, the muscles from Rarity's spell returned, her hair shortened, and he was Tali again.

“Well ...” Tali huffed, placing a hand over his chest as he took a few deep breaths. “That was … an experience.”

He hoped Garth hadn't seen any of that.

Tali went over and put his garments back on, pulling his vest around him and redoing the laces and knots of his breastplate. After the experience he had with Pinks, it felt comforting to be back inside his armor.

Pinkie Pie returned, having gone back to being a woman the same way Tali was back being a man. She held out a hand to support herself and leaned against the side of the pit.

“Well … I'm glad to see you didn't ruin your shirt.” Pinkie Pie said, examining the milk-soaked portion of the web.

Tali rubbed the back of his head. “Sorry ...”

“It's okay.” Pinkie waved her hand. “I'll clean it up later. So … have you thought about my offer?”

“Offer?” Tali said. “Oh, right. Um … well … it's very tempting, but I'm going to have to say no. I have responsibilities.”

Pinkie Pie nodded. “I see. Say … these 'responsibilities' wouldn't include stealing Celestia's crown, would it?”

Tali smiled apologetically. “I'm afraid so, yes.”

“Mmm.” Pinkie Pie said. “You know something? Most guys would have turned back by now.”

Tali chuckled. “Well, I imagine most of them couldn't live with the embarrassment of being turned into a woman and having their precious masculinity taken from them. I, however, have different priorities.”

He and Pinkie Pie shared a chuckle.

“So, uh ...” Tali said. “Are you gonna try to stop me from proceeding on, or was that whole mess with your potion the extent of your interference?”

Before Pinkie Pie could answer, a voice came from above the pit.

“Pinkie Pie?”

Pinkie Pie and Tali looked up and saw Fluttershy and Rarity peering over the edge of the pit.

“Hey, Fluttershy!” Pinkie Pie shouted, waving at them. “What are you doing all the way back here?”

“We're trying to hunt some knights.” Fluttershy said. “Hey, that's not Prince Tali you're talking to down there, is it?”

Pinkie Pie pursed her lips while Tali grimaced. “Er … so what if it is? It's not a crime to be talking to someone, is it?”

“I guess not.” Fluttershy said. “But you should know, he buried me under a tree!”

Pinkie Pie gasped. “Whaaat? Did you really?” She glared at Tali.

Tali shrugged. “Well … yes. And she was trying to smash me with it first!”

Pinkie Pie stomped forward, her expression turned grim and determined. “You know, Tali, I thought you were pretty okay guy, but nobody does that to my friends!”

Pinkie raised her legs up, and only now Tali notice how much her legs resembled black swords. Drawing his sword and shield, Tali charged at her, bashing in the leg with his shield.

“Owww!” Pinkie groaned, pulling her leg up to her body and holding it in her hands. “That hurt! Curse my mixed mammal-arachnid heritage!”

Tali sprung to action, moving past Pinkie while she was reeling from the pain. He jumped on to the spider webbing, climbing up and using it and make his way out of the pit.

Reaching the other side of the pit, Tali climbed up and crawled out. He stood up and turned around, staring down the Guardians who standing on the other side.

Fluttershy growled while Rarity gave him an apologetic shrug before taking up a fighting position.

“Talos!” Tali called out for his horse.

Talos made his way around the pit, circling through the forest, his hooves crunching the grass and fallen leaves beneath him. He neatly avoided coming anywhere close to Fluttershy or Rarity and arrived to Tali's location. Tali reunited with his horse and gave Talos the command to gallop down the path away from the Guardians. Talos, understanding what would happen to him and Tali if the Guardians caught up, was all too happy to comply.

“After him!” Fluttershy ordered. She slithered along the ground, winding side to side, while Rarity undulated forward on her bed of tentacles. Pinkie Pie made her way out of the pit and joined them, turning around and shooting a web at the trees to use to travel.

Tali looked back to make note of how fast they were moving compared to how fast Talos was moving. Though he learned his lesson from last time, and this time, wasn't going to be constantly looking backwards, but forwards.

Focusing on what was in front of him, Tali shook the reins of Talos to make him move faster. He needn't have bothered, as Talos was already going as fast as he could.

“Move to the side.” Tali said, jerking the reins to one side. “We'll try to lose them through the trees.”

Talos whinnied, not sure Tali's plan would work, but complied, moving off into the side of the forest and galloping ahead for some time. It seemed to be working, as they managed to go for quite a while without seeing hide or hair of any of the Guardians.

“Okay.” Tali said. “I think it's safe to go back onto the main path.”

Tali pulled the reins, and Talos emerged from the denser parts of the forest to the path, only distinguishable from the rest of the forest by the uneven dirt and faded footprints which showed it had been walked on before.

Tali wiped the sweat off his brow, thinking he was safe from danger, at least for the moment.

“There you are!”

“What?” Tali whipped around and saw Garth and Ferdinand chasing him on horseback.

“Get back here!” Garth roared, brandishing his sword.

“Move, move!” Tali shouted to his horse, who rolled his eyes before breaking into another gallop. Tali considered and worried about how much of a toll all the galloping Talos was being forced to do today was taking on him. But he couldn't afford to let Talos rest. Not now, not yet.

“How did you even get past the Guardians this time?” Tali shouted to them.

“What are you talking about?” Garth shouted back. “They were no Guardians.”

Garth's horse caught up with Tali.

“The Guardians?” Tali said. “They were all chasing me. How did you avoid them?”

Garth shrugged. “It would seem because they were preoccupied with you, they were out of place where we wouldn't run into them.”

Garth took a swing at Tali with his sword. Tali ducked his head.

“My father won't be pleased if you bring me back with a gaping wound on my head!” Tali shouted.

“He won't be pleased if I don't come back with you at all!” Garth shouted back, taking another swing at him.

Tali ducked, feeling the whoosh of the blade as it swung over his head. Tali growled. He reached over and pulled out his shield, using it to guard as Garth swung at him again.

Garth held his sword steady, growling and baring his teeth at Tali.

Tali narrowed his eyes. He adjusted his grip on the shield and swung it at Garth, hitting him in the midsection and knocking him off his horse. Garth went tumbling through to the ground, his horse stopping and Ferdinand having to command his horse to stop before it trampled over Garth.

“There they are! Get them!”

Tali's eyes widened when he looked over and saw each Guardian he had defeated or escaped to this point – Fluttershy, Rarity, Rainbow Dash (mounted on her clouds), and Pinkie Pie – all chasing after them.

Garth got up and quickly remounted his horse. He spanked the horse's thigh, getting it to move after Tali.

“Hmm.” Tali said to himself, noticing how he had two opposing parties chasing after him. But neither of their goals meshed with the others'. His mind went to work on how he could take advantage of this and turn the two against each other. Maybe if he could perhaps remove himself from the equation ...

“Hi-yah! Hi-yah!” Tali shouted, patting his horse's rear. Despite overwhelming odds, Talos took the lead, moving faster than Garth's or Ferdinand's horses and keeping a comfortable lead ahead of their pursuers.

They moved out from the forest, the path becoming clearer as they moved into a pleasant, grassy area with a few trees around.

Tali looked around, getting an idea from the trees. If he could find big enough for his needs …

“There!” Tali put his hand over his eyes as he saw a large, towering tree which was perfect for what he needed. He pulled on Talos' reigns. “Now, slow down, Talos … we want to give them a chance to catch up.”

Talos thought Tali had lost his mind and gone crazy, but did as he told.

Garth and Ferdinand came roaring out of the forest, their horses hooves stomping around with force and purpose in their steps. Seeing Tali, they both zeroed in on him and made a beeline for him.

Tali smirked, seeing the two of them falling right into his trap. He dismounted Talos and pulled his shield and sword.

Garth raised an eyebrow, wondering what Tali thought he was doing. Attempting to fight a knight on horseback on foot was a foolish thing to do, and Tali knew better … didn't he?

Still bearing a smirk, Tali charged. Raising his arm out, he bashed his shield into the front leg of Ferdinand's horse, causing the horse to whinny in pain and shake Ferdinand off. Tali did a combat roll and came up to Garth's horse, striking its leg with the hilt of his sword, before moving over and striking it again in the other leg, eventually inflicting enough pain on the horse for it to rear up and throw Garth off.

“I never thought you were the best example of a man, Tali, but striking a knight's horse?” Garth asked as he got to his feet. “That is low.”

“Eh. What you call 'low,' I like to think of as being 'pragmatic.'” Tali said.

Garth shouted and charged at Tali, trying to strike him with his sword. Tali pulled out what was becoming his go-to trick, kicking Garth in the gut before following up with a shield-bash, knocking him down. While Garth was down, Tali ran towards the large tree.

“Talos, get away from here.” Tali instructed him. Talos whimpered. “My plan will only work if you're nowhere to be found. Go. Go further down the path. Wait for me. I'll come find you.”

Talos whimpered again. He gave Tali a lick on the forehead. Tali took hold of Talos' cheeks.

“Yes, I love you, too. Now go!” Tali pointed. Talos galloped down the path. Tali watched him go with some reservations before hopping onto the tree and climbing it up. The reason it had to be this tree, was because this tree was large enough, and tall enough, with a hole big enough for Tali to crawl in and hide inside, to stay out of sight.

Making his way inside the hole, Tali lowered himself, only keeping his head up enough for him to see what was going on the ground.

“Where did he go?” Garth demanded as he and Ferdinand approached the area. “He has to be around here somewhere!”

Ferdinand shrugged.

“Well, start looking!” Garth shouted, shaking a fist at him. Ferdinand began looking around the area. His eyes fell on the tree Tali was hiding in. “Hmm.”

Tali bit his lip, held his breath, and tried to sink further into the hole.

“Now, ordinarily, I would never think Tali could climb a tree this size … but he's certainly been full of a few surprises today.” Garth said to himself. “So if I were Tali, where would I hide?” He rubbed his chin, contemplating the tree.

Thankfully for Tali, before Garth could climb up the tree and test his theory, the Guardians arrived. They first made their presence known by Rainbow Dash coming up behind Ferdinand and knocking him down.

“Oof!” Ferdinand exclaimed. He crawled forward to get away, but Rainbow Dash bent down and picked him by the collar of his armor, lifting him with almost no effort.

“Hey there, cutie.” Rainbow Dash said, turning Ferdinand towards her, Fluttershy's hypnosis still swirling in her eyes. “Where ya goin'?” She proceed to smother him in kisses.

Garth drew his sword and got ready.

Fluttershy, Pinkie, and Rarity arrived not far behind her. They split up and began searching through the area.

“Where did he go?” Fluttershy asked. “He couldn't have just disappeared.”

“His horse should be somewhere around here.” Rarity said. “Maybe he went on ahead?”

“No.” Garth said. “That can't be. I just saw him around here.”

Fluttershy crossed her arms and glared at him. She slithered towards him. “And just why should we believe you?”

“Because I am right and honorable knight of King Talon's court.” Garth said.

“I see. Listen ...” Fluttershy leaned over, putting her hands together coquettishly and letting Garth have a view straight down her cleavage. “I'm sorry about earlier. I was in a bad mood after what happened with Tali. So, Mister Knight, would you mind helping us find Tali?”

“No.” Garth said. “I may not be on the best terms with Tali, but I wouldn't sell out any of my fellow man to your kind.”

Fluttershy lowered her eyelids at him, not amused by his comment. “Oh well. Your loss. We could have worked together.” Fluttershy looked around the area. “I suppose, if we can't find Tali, we might as well entertain ourselves ...”

“What – what does that mean?” Garth stuttered, the first time Tali had ever heard him as anything other than arrogant and confident.

Fluttershy's tail whipped around Garth, wrapping him by the midsection, lifting him up and making him drop his sword.

“You-! Vile beast. Let go of me!” Garth struggled in her grip.

“Oh, quiet now.” Fluttershy said, flashing her hypnotic eyes at him. Garth went limp in her coils, his jaw hanging open as he was induced and seduced by the pretty swirling colors.

“Have some milk, why don't you?” Fluttershy said, pulling down her top and stuffing her breast into Garth's mouth. Garth, under the influence of her hypnosis, had no choice but to suckle and drink the milk from her massive breast, the milk dribbling down his chin.

“Come on, everyone.” Fluttershy said, defeated. “Let's have a little fun with these two, then go back to our posts … we'll just have to trust the others to stop Tali.”

Rarity and Pinkie Pie nodded, joining Fluttershy as she turned and slithered back into the forest. Rainbow Dash walked after them, holding Ferdinand up with one hand.

Inside the forest, Fluttershy lifted Garth up with her tail, turning him over with his head towards the ground. "Now, Garth ... why don't you look at my breasts?"

"What?" Garth asked, coming out of his trance.

Fluttershy put her hands under her breasts and bounced them. "Look at my chest, Garth. Look."

"I ... what?" Garth asked, raising an eyebrow as Fluttershy rolled and bounced her breasts ... her massive breasts. Her massive breasts which seemed so big and heavy.

"So ... big." Garth muttered.

"Yes, that's it." Fluttershy cooed. "They are big, aren't they? You want them, Garth. You want my big, bouncy breasts. You want them all to yourself."

"All to myself ... yes ... so big."

"Soo big. So very big. You want to take a closer look. You want to go deeper ... deeper. Let them fill your mind. Let your mind be consumed with thoughts of my breasts. They're so big ... you want to claim them, don't you? Well, you can, if you go inside ... going inside will make me happy, and you want to make me happy, don't you?"

"Yes ..." Garth said. "I want ... to make your breasts happy."

Fluttershy chuckled. "Not what I said, but good enough." Taking the tip of her tail, Fluttershy swatted off Garth's armor on his lower body, revealing his spotted underwear. She used the tip of her tail to slide the underwear down. Fluttershy licked her lips at his exposed equipment. Sticking her tongue out and bringing Garth closer, she coiled her tongue around his equipment several times and tugged before pulling him inside her mouth. She nursed and suckled him, and it wasn't long before he sent a heated release down her throat.

"Aah ..." Fluttershy sighed, release Garth's equipment after she consumed his release. "I do so love eating men ... in more ways than one. Now, Garth ..." Fluttershy rotated Garth around, flipping upside right. "You're going to go into my chest now, okay?"

"Okay ..." Garth said with a big stupid grin, pleased with what Fluttershy had done to him.

With a smile, Fluttershy wrapped an arm around his head and pulled into the gap of her cleavage. Tensing up in excitement, Fluttershy closed her eyes and rolled her head back as her breasts began to suck Garth in, first swallowing up his head before bringing in his neck, followed by his shoulders and chest, until his legs were sticking out in the air from between her mounds. Garth offered no resistance as he was pulled in the rest of the way, Fluttershy's chest giving a satisfied gurgle as Garth's legs disappeared inside them.

Fluttershy took in a deep breath before letting out a much contented sigh.

"Rainbow Dash, darling, could I borrow Ferdinand for a moment?" Rarity said, crossing her arms as she rested on her slime bed.

Rainbow Dash continued to shower Ferdinand with kisses, before her eyes became focused, her head turning clear. She pushed Ferdinand away. "Gah ... as far as I'm concerned, you can have him!"

"Thank you, darling." Rarity wrapped Ferdinand up in a tentacle and lifted him. She took another tentacle and wormed it into his trousers, wrapping it around his equipment.

"Now, darling, tell me ... do you know where Tali went?" Rarity asked, the tendril on Ferdinand's equipment giving a pulse as he spoke.

"N-no." Ferdinand said.

"Now, Ferdinand, are you lying to me?" Rarity asked sweetly. "If you are, I'll know." Her tendril suckled him lightly. "Hmm ... you don't bear any ill will towards Tali ... oh, but I do believe I detect a hint of resentment towards Garth. Well, you don't need to worry about him anymore."

Ferdinand looked at Rarity in shock, not understanding where she was getting this from. "It-it's true I don't have anything against Tali, but my mission w-was still to capture and retrieve him for King Talon. He was still my friend, so even if I did know where he was, I wouldn't tell you, but I swear to you, I don't know, now please stop whatever it is you're doing!" Ferdinand struggled, unable to stand Rarity's continuing affections with her tendril.

"Stop? Yes, I suppose I'll stop." Rarity whipped out her thinner tendril and placing it into her mouth. She suckled Ferdinand vigorously until he released, and the slime sucked up the release and directed into the thinner tendril, where it sprayed into Rarity's mouth.

"Aah ..." Rarity moaned, having enjoyed her little session with Ferdinand. Ferdinand went lax in Rarity's grip, falling unconscious, with his orgasm taking too much of him.

Tali waited for them to be gone, and waited a few more minutes after that to be sure they were gone and not hiding, waiting for him to come out. He climbed out of the hole and made his way down the tree.

Tali looked around. He didn't see Talos anywhere.

Tali put his fingers in his mouth and whistled for his horse.

But there was no response. Talos didn't come. Garth and Ferdinand's horses had fled after being struck by Tali and losing their riders. And none of the Guardians sprung out from behind a trap after hearing him whistle.

Tali sighed. He hung his head, feeling alone for the first time since he begun this adventure. At least all the other times Talos wasn't with him, Tali knew where he was. Outside the forest which belonged to Fluttershy, waiting outside Rarity's back, or munching on grass by the lip of Pinkie Pie's pit …

Raising his head up, Tali walked down the path towards the next Guardian. He had better steel himself and hope his legs were in shape.

He was facing the prospect of a long walk ahead of him.

Author's Note

It’s not very important, and kind of trivial, but the bartender is meant to be Vinyl Scratch.

Originally, my plan was just to include Rainbow Dash so there could be another scene of Fluttershy hypnotizing someone, but that was before I hit on the idea of having the Guardians capture Garth and Ferdinand.

If there's one thing this fandom lacks, it's more art and fiction featuring Fluttershy as a big-breasted lamia who does weird and kinky things with her breasts, including breastfeeding and vore.