Equestria Girls: Horrifying Mind Worms Are Magic~

by CloppetyClopClopClop

Rating: mature
Tags: Sex, Tragedy, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Human, Main 6, Other
Length: 13856

A terrifying brainspace invading worm is squirming its way into the heads of everyone's favorite human versions of everyone's favorite magic talking horses. Literally 'mindless' body horror clop.

Welcome to the worst thing on the internet~
Feel free to take a long hard look at yourself and how you got to this point before you begin reading.

The soft flesh of the Equestria Girl's brains is made the prey of the mind worm. A disgusting squirming creature that seeks only to destroy consciousness itself in the most revolting and sexual way possible~

I'm open to suggestions as to the content of future chapters and will take a suggestion more seriously if it has a lot of upvotes so be sure to thumb up any idea you see in the comment section that you like.

May Celestia have mercy on your souls.

(Contains: Parasitic invasion, mind control, mind invasion)

Published 2015-07-26 00:30:02 UTC
Last updated 2016-01-27 10:31:45 UTC

Rarity: Anal focus, no scat, minor water sports, body invasion, mind destruction, verbal abuse

It was, as usual, mostly Sweetie Belle's fault. Rarity's little sister and her overly excitable friends had had a sleepover the night before and as a result Rarity had barely snatched a wink of sleep. Rarity had made no small effort that morning to cover up the dark circles under her eyes with just the tiniest smidge more makeup than usual. She'd spent that morning feigning interest in her sister's rambunctious account of last night's goings on while she licked the back of her teeth in an effort to stop herself from yawning, for a lady never yawns in front of others and especially not while they are talking.

The elegant young highschool student had set off slightly early that morning in hopes of perhaps catching the smallest of naps in the quiet of the music room. And it was through this, only slightly contrived, set of circumstances that Rarity was to be found dozing, slumped in a chair next to the school's grand piano. Her hands placed daintily in her lap, her head tilted at a slight angle and her milky white skin drenched in a beam of warm morning light. Her plump lips were ever so slightly open, the gentle sag of her bottom lip revealing the moist, pink cavity of her mouth. Her eyes closed. Her handbag sat beside her and within its depths her trusty phone ticked away the minutes before school and before it would sound the alarm to wake her and ensure that her brief nap did not eat into her morning classes.

The music room was silent, save for Rarity's breathing and the distant clamour of student's arriving... then... the smallest scratching noise... like a mouse asking to be let in. Rarity did not stir beyond the gentle rising and falling of her perky C-cup breasts beneath her white, frill collared blouse. The scratching persisted. It came from somewhere down below. Beneath the wooden floorboards. Rarity was having an unpleasant and slightly ominous dream. She dreamed she was a child once more and lost in an apartment store filled with frightening mannequins dolled up in ugly dresses. She gave the smallest of grunts and shifted a little in her seat.

A thin, black tendril wriggled its way out of a crack in the wooden floorboards and felt its way around. The scratching stopped. All the world held its breath as another slimy, wormlike tendril joined that first, then another.

"What kind of an... idiot sequences a pair of... socks..." Rarity murmured in her sleep, and the tendrils froze. They remained completely motionless for one long silent moment before they continued their squirming. A third tiny, slimy tentacle squirmed its way free and then all three of them, each no more than the length of a pencil, gripped onto the wooden floor and pulled.

They dragged the black carapace they were attached to out of the hole. It's body glistening in the morning sun. After a brief pause the creature seemed to acquire new purpose. It rolled and twisted. Pulling itself along the floor. Each tendril seemed to work at odds with the others, flopping and winding around. Yet, with each squirm the creature worked its way closer to Rarity's high legged purple boots.

One of the tendrils touched her heel experimentally. As if assessing whether or not she would react. When she didn't stir the other two tendrils joined the first. Their stickiness allowing the being to ascend one inch at a time.

Rarity's creamy white thighs opened ever so slightly as she slouched in her chair. Her dream had taken a more pleasant turn. She'd finally found the store she was looking for and it was filled with white gowns that danced all on their own.

An inky black tendril slithered its way along the skin of her knee. In a few seconds the creature had clambered up, over the hem of her skirt and begun to worm its way up her blouse, using the frills as a foot... or perhaps one should say a tentaclehold. Finally the crawling horror reached up with one of its floppy appendages and touched her refined and delicate chin.

Rarity's mouth still hung slightly open, her rouge lipstick smeared bottom lip sagging ever so slightly as the creature touched it. It clambered up, heaving its whole weight onto her face. Like a swimmer dipping a toe in the pool to test its temperature the creature eased one of its thin tendril into the warmth of her mouth. Exploring the pearly wall of her teeth and then the pillowy softness of her tongue.

A second tendril joined the first, swimming in the small pool of saliva that gathered under her tongue. Rarity's mouth opened a little wider, all on its own, as if to invite her nightmarish guest inside. The creature obliged.

Rarity awoke to the insistent sound of her phone's alarm but a few moments later.

"Goodness, I should hurry," she risked a yawn in the privacy of the music room, "I feel much better. A girl simply must have her beauty sleep."

She hardly noticed the slightest hint of a rank after taste in her mouth as she gathered up her things and hurried out the door.

Hour One.

Her mathematics teacher's voice sounded very distant that morning. Rarity was somewhat distracted by her tummy.

Had it been something she ate? The English muffin she'd had for breakfast that morning? Her guts felt... alive... or almost as if there was something moving inside them. They heaved every now and again, sending shivers up her back and eliciting hushed gasps from her. It wasn't the insistent pressure of an impending bowel movement but something else entirely. Her insides felt too active...

At the very least her stomach was not growling and compromising her precious dignity in class. She leaned back in her desk chair and placed a hand on her abdomen. She could almost... feel the faintest hints of movement in there... as if somewhere deep inside there... as if something deep inside there was wriggling around.

It was then that the itching began. Starting as the faintest of tickles... barely noticeable. Her... anus was...

Rarity blushed a little. How unladylike. How undignified. Just ignore it and it will go away.

Hour Two.

It didn't go away. In fact it began to intensify. The itching sensation had spread. It had rippled down from deep inside her intestinal tract. Starting deep inside her rectum then gradually down the walls of her anal canal stopping just inside the mouth of her unbearably tight teen asshole. This was... a lot more than a little tickle...

As English class happened somewhere in front of her Rarity ran through a list of unpleasant diseases and conditions that she was aware of that could occur in... that part of a lady's body. How dreadful. She couldn't bring herself to slide a hand down the back of her skirt, into her black silken lace panties to apply a little pressure, to scratch... but the thought of it made the itching more unbearable. She needed to... but she couldn't... not in class. Who knew what her classmates might think of her if she did.

She resolved herself. Maybe if she... clenched... down there... it might provide a little relief. She inhaled one deep breath... then clenched her asshole. Her guts writhed. It had helped a little bit... feeling the walls of her external sphincter squeeze in and grind together for just a moment had sent a wave of pleasurable relief washing through her. Maybe just one more clench.

Her face flushed a little more as the powerful walls of her anus pressed together. Then... a few seconds later they did it again... and again... each clench relieving the itching ache inside then easing off to allow it to build up again.

It took Rarity a few moments to realize that the clenching had become involuntary.

Hour Three.

"It jus' ain't like Rainbow Dash to fall sick. I swear I've known that girl quite some time an' I ain't ever heard of her takin' off a sick day..."

"Um... you don't... um... think something might have happened to her do you? Like another bad soccer injury or something? Goodnestt, I hope she's alright..."

Rarity was having some small difficulty in concentrating on what her friends were saying. Why wasn't it stopping? Her hot, immaculately clean little teenage asshole refused to stop clenching. And each clench sent a wave of pleasure and relief running through her. She felt dizzy. Its clenching was so regular it was almost like there was a tiny second heart beating just inside her butthole.

"What d'ya make o' this Rarity?" asked AJ, her arms folded impatiently.

"Oh... um... make of... what exactly?" Rarity said, staggering over her words in between clenches. It was getting so hot down there.

"You even listening? Rainbow Dash's gone missin'. Didn't show up fer school, didn't show up fer soccer practice yesterday. Didn't make a phonecall to the school or send a message to any one of us..." Applejack looked slightly annoyed.

The conversation moved on without Rarity. It all sounded so far away compared to how loudly the sensation of her white starfish's insistant clenching was filling her head. She was sweating... quite a bit. She hoped it wasn't noticeable. A damp patch was forming on the back of her smooth white blouse... and there was another damp patch forming somewhere... else entirely... down between her soft sloping thighs... Her breathing was getting ragged. Such a potent aching... itching... tingling... so hard to describe. And each clench sent the sensation surging back and then it rushed back in again as her back door loosened once more. She felt so... out of control... distantly removed from her body. Locked onto that sensation...

She was getting awfully... juicy down below... Lunch break felt like it took forever.

Hour Four.

She was drenched. Sweat was running rivulets down her back but worse still... between her legs. Her plump pussy lips were engorged... her honeypot winking and leaking its contents into her expensive lingerie. It had gotten so bad that it made an audible squelch when she squeezed her thighs together.

She lay with her face buried in her arms as her anus assaulted her. The sensation simply increased. It never went back down again. She was climbing a never ending hill and each step brought her closer to gasping and moaning out loud in class. Her body was... raping itself...

She could smell her own musk, wafting up from her crotch... potent and meaty... She prayed silently that those sitting next to her couldn't smell it too... She needed to... put something inside there. She needed to scrape out the insides of her body. She needed something to power its way in there and grind her insides... something... anything... a finger... a toothbrush... even a... even a...

Rarity gulped. She knew that certain... scurrilous and low class women sometimes... allowed men to... do the business in their rear ends. To hammer their thick meaty... equipment... into that filthiest of places. Rarity's eyes rolled back in her head for a moment as another spasm in her rectum overpowered her... so hard to keep quiet. She wanted to scream. Her hips were rocking back and forth in her seat all on their own. It wouldn't be long before the dam wall in her panties broke and juices came gushing down her legs. She was gripping the corners of her desk so hard that her already white knuckles turned even whiter.

This is it... can't take any more... can't... have to... do something...

She shakily rose to her feet.

"Excuse me, Ma'am... Don't mean to... interrupt or anything but... could I perhaps excuse myself from class and make a little trip to the... ladies room... if it's not too much trouble... I promise I shan't be long..."

Hour Five

She had not returned to class. She couldn't. School was nearly over and so was Rarity. She had hurried to the bathroom leaving a trail of sweet, sticky, teen honey all the way there.

Upon arriving her resolve not to touch down there had lasted all of three seconds as she had peeled off her drenched panties and practically dived into one of the stalls and locked it with shaking hands.

Rarity had never had an anal orgasm before. In fact those were two words that very seldom even entered her mind and certainly did not appear simultaneously in there.

And yet... when that first finger of hers had driven into her virgin asscunt and her pussy juices had squirted freely, soaking her sleeve and splattering the toilet floor. As she had sunk to the floor, falling forward face first into a puddle of those same juices. As her fingers had pumped away mercilessly at her asshole, thoroughly using it as a sex organ. As her dignity and poise had all fallen away, her eyes rolled upward, her tongue sticking out. As she tasted her own girl sap off the bathroom floor. It was then that she learned what an anal orgasm really was. The first of many to cum.

She had grinded her inner walls until her fingers had gone numb from beings squeezed by her endlessly clenching asshole. Explored every fold, every bump, every crease of her new sex organ. She'd started with just one finger, wriggling its way in. Then her pointer finger had joined her middle one, stretching open the rubbery white opening and letting her insides breathe. Then her ring finger had pushed into the firm cranny.

Rarity had, on occasion, imagined being swept off her feet by a handsome prince charming. Imagined him going down on one knee and proposing in a manner most romantic. Now that same finger that she had imagined a ring sliding onto was sliding inside her. Joining her others in a desperate attempt to stuff herself.

She wanted more. She wanted something thicker. Something that could grind deeper. Stretch her wider. Something that would slam in with more force than her delicate arms could muster. Something warm. Meaty.

Rarity's toes curled up inside her expensive shoes as she hit another peak. Her eyes were watering from the sheer mind sundering force of the orgasms assailing her. She'd started out moaning and whimpering pathetically but by this point she was completely silent. Her mouth hung open in a silent scream as her body lurched with each clench of her hole.

More. Need more. Find more. The desire echoed in her head. With agonizing reluctance she dragged her fingers out of her butthole, which clenched down, suckling on them, clamping down like a limpet in a desperate attempt not to let them go.

Like a young fawn taking it s first few steps Rarity tried to make her way upright. Her makeup was horribly smudged. Black rivers of mascara ran down her cheeks. Her white blouse was so drenched in sweat and the cunt juices she had been rolling around in on the bathroom floor that it was all but completely see through: the lacey black bra she wore underneath clearly visible. Her skirt was crumpled, thankfully its darker colour concealing how soaked it was. Her hair was a disheveled rats nest. Even beneath the layer of makeup she wore it was evident how flushed her smooth white skin was. Every few seconds she twitched and shivered as her anus spasmed. She stumbled out of the toilet stall. Taking a few trembling steps towards the exit without even checking her appearance in the mirror.

She barely noticed how much her guts were squirming and wriggling as she staggered out into the school hall. Class was almost over. But she needed... something... to go deeper...

She wandered in a daze that rippled with each wriggle in her lower intestine. Little rivers running down her thighs. There had to be something... someone...

She found herself on the school steps. A 8 or 9 delinquents were milling around on the grass. Ditching class, no doubt. The Diamond Dogs, they called themselves. She knew them... distantly. Filthy... disgusting boys. Ugly. Stupid. She was... walking over to them.

"Geez, Rarity what the heck happened to you?"

It took Rarity a few solid moments to interpret what he had said in her head and to formulate herself.

"Oh... um... ah... nothing... I... slipped and fell and... nngh... got very... wet... I was wondering if... perchance I could have you boys help me with something..."

Their leader, Rover, folded his burly arms huffily, "No dice, Rarity. You must think we're real dumb after you keep conning us into doing chores and stuff for you but we ain't failing for it every time. If you got some heavy lifting to do then you can jus' do it yourself!"

"No... no, no, no... it's not that at all... It's just that..." Rarity was having a hard time finding the charm and eloquence that usually came to her so easily, "I felt... so awful that you boys... did so much for me and I never repaid you so..."

"You've come to give us a reward?", squealed Spot, the smallest and ugliest of the group. She could almost imagine that if he had a tail it would be wagging excitedly.

"Y-y-yes... why don't we go somewhere more private and I'll give you..." Rarity swallowed a burp as her stomach lurched. Something was definitely moving in there but she could not afford to think about it, "A reward... a wonderful reward..."

Rover narrowed his eyes, "What kind of a reward?"

Rarity was all but panting. She stepped a little closer to him, "I... I promise it will be very... very good..."

"We ain't doing nothing till you tell us what you're gonna give us..."

"My... behind..." whispered Rarity, hoarsely.

"What she say?" asked Fido, the heftiest of the group, glancing at the others incredulously.

"My derriere... my rear end... I'll... I'll give it to you... for a bit... you... you have my permission to do with it as you please..." she mumbled, avoiding eye contact.

"I didn't quite hear that, Rarity. What did you say?" Rover stepped closer. She could smell the tangy stink of his body mixing with her own musky waftings.

"I said that..." she tried to speak a little clearer," As a reward for all your... hard... hard... all your hard work you could... I could... b-b-bend over and... show you my... bare behind... and I... I could give you my permission to do as you please..."

A murmur ran through the ranks of the Diamond Dogs.

"You could give us permission? Do you think I can't smell a bitch in heat? Get down on your knees," a sharp toothed grin split open Rover's face.

"On my... knees..." A momentary spark of Rarity's dignity returned... urging her to run... but it was the tiniest of whispers beneath the storm of sensation coming from her anus.

"Get down on your knees like a good dog..."

She was sinking down before she even knew it. The group closed in around her.

"Now beg."

"P-p-please..." Rarity breathed.

"Please what?"

"Please do... filthy things to my... to my... to me..."

"Listen bitch. Either you say what you know you're supposed to or we all walk away..."

Rarity struggled to weave together a sentence through the thumping pleasure sparks in her asshole. She needed to really... impress them... to really make an impression if she was going to get what she wanted...

"Please... I'm a worthless... bitch in heat...Please... fuck my ass... fuck my asshole... my pathetic... fuckhole... please... just my asshole... knot me... breed my b-b-butt..."

Hour Six

Rarity's stomach was lurching and squirming. Every organ within her felt like it had suddenly acquired a life of its own and was twisting and turning. Was this normal? Rarity had never been anally violated before. She wasn't sure if this was how her body was supposed to react. But each time Spot rammed his thick, stubby cock into her body those thoughts went far away.

He was the third in line to use her hot, tight, velvety, high class fuck hole. Rover, the Diamond Dogs alpha, had gone first. He'd lasted remarkably well for a teenager. Hammering her rear end with all his might for a solid 25 minutes before driving in deep and releasing spurt after spurt of creamy spunk. He'd left her, now stripped completely naked, shivering on the floor of the school's Janitor's closet. Fido had gone second. Rutting her already used anus with mind breaking enthusiasm. She'd licked Rover's tool clean while being pounded: hitting her seventh orgasm as he slapped her face with his prick. They'd made her bark like a dog and then they'd laughed when all she could manage was a miserable whimper as her asshole was stretched wide.

The pleasure so vastly surpassed her fingers. Their musky bodies crowding around her, their abuse that made her cunt ache, the feeling of their thick seed churning inside her tummy. Occasionally one of the runts would lose his patience with simply watching and step closer, jerking his stiff dick. She assumed they wanted to use her mouth but no. They were entirely focused on humiliating and subjugating her completely. And to do that they all seemed determined to take away those things she had once valued most. Her elegance. Her grace. They spunked in her hair. One after the other squirted thick loads into her expensive hairdo as her anus was grinded into. Her hair was transformed into a purple cumrag. A tangled rats nest soaked in jizz. Rivers of the viscous white ooze ran down her forehead, down the back of her neck, down the bridge of her nose, dripping in long ropes off her chin.

They said that since she begged them so nicely they wouldn't use her cunt. She couldn't have cared less. She felt like she was floating. Like she was drifting in a sea of filth and the only thing tying her to shore was the thick piece of meat raping her asshole.

After an hour of being fucked Rarity could not tell her left from her right. But she knew enough to know that something was wrong. Well, yes. Obviously something was wrong. She, Rarity, the queen of fashion and femininity, had been reduced to a back door cumdumpster. She arched her back as Spot came inside her, adding his contribution to the warm liquid sloshing in her slightly sagging belly.

"Say it..." said Rover, expectantly.

"Th... thaaa... thank you for... for raping my... worthless fffuck hole..." mumbled Rarity as the dog dragged his knot out of her.

"Who's next?" there was a few moments of argument amidst them before another male stepped forward to rut her.

There was something else wrong. Something wrong with her insides. It felt like something was... creeping its way from organ to organ. An odd sensation. As if a tree had been planted in her belly button and its roots were spreading through her. As if each hot load that was pumped into her fed its growth in some way. She had so little time to think about it before the next cock forced her open and her toes were curling and her mind shutting down once more.

It was difficult to breathe. Something was pressing on her lungs from beneath. A tightness in her chest. She doubled forward, falling face first into the puddle of semen that had dripped off her hair but still keeping her plump behind raised and offered to the youth who was pounding it. She touched her belly. It was definite now. She could feel something in there. Like a baby kicking. Something alive. Stirring inside her.

"Please... I think there's... I need to go to a hospitalllllnnnghh..." she hit another peak, pleasure wiping out her reason as her anus clenched and unclenched, hungrily milking its new owner.

There was a tingling at the base of her spine. A sharp pain for a moment and then just a tingling sensation once more. With each thrust into her throbbing asshole the tingling worked its way, inch by inch, up her spine. What was... happening?

Fuck, the cock scraping her insides felt too good. Criminally good. The itchiness was all gone. Only pleasure now. Only pleasure. The tingling had reach the nape of her neck. It felt like there was a worm wriggling its way up her spinal column. A long... long worm... it kept climbing. An inch more with each thrust. It was going to go right up her neck... up into her...

"It's... it's going in my head... it's... aaaaahhhnnnnoo... no, no... wait....nnnuuuuggh..." it had broken through. The tendril in her spine had forced its way into her brainspace. She could feel it pushing through her soft, tender grey matter. It was spreading out. Dividing itself into two and smoothly spreading its black roots through her mind soil.

"Ahaha, I made this bitch piss herself..." Rarity hadn't noticed that she'd lost bladder control. Her thighs were so numb that she only barely felt the warmth of the stinking yellow stream that ran down her white thighs. The stream mixed itself with the puddle of sweat, cum and her own pussy juices.

Her thoughts were all slipping away from her. She should be panicking but instead felt eerily calm.

"Fuck, what a disgusting slut. Can't believe I used to respect you, Rarity."

I am a slut... the words echoed within her then vanished down the dark hole in her head. What was happening? It was all getting so blurry. Her head hurt.

"Yeah, just a useless cumdumpster. She's not 'rare' at all."

Cumdumpster... is that? Was that my name? What's my... name? Her mouth opened to say something. A strand of saliva ran off her bottom lip.

"Ahaha, look at this bitch's face! She looks retarded! Did we seriously fuck her brains out or something?"

Bitch. I am a bitch. Her eyes were vacant, rolled up in her head slightly. It was all shutting down. She felt like a computer that had overheated and crashed. Spiraling down into blackness.

"Is she even awake?"

"Who cares? Keep going. She'll make a fine fuck doll, even unconscious."

Fuck doll. Her body was limp. The smallest of flickers occurred in her head as he drove in deep and pumped another fresh load inside. Then only darkness as the next dog lined up to t

Author's Note

Sorry this took so long to write. Tried to do it twice but it didn't go very well and had to rewrite from scratch. Still not very pleased with it but what the hell. As usual feel free to make requests about who's next and how.

Twilight Falls

“And you think this might explain where Rainbow Dash and Rarity have disappeared to?”

“Well… no… I mean potentially… I’m not certain if the two events are causally related. Well… I can’t deny the possibility at least,” Twilight opened the creaky metal door and allowed a very worried looking Sunset Shimmer to enter her own private lab.

The ‘facility’ was demonstrably inferior to the one that had been offered to her by the school administration during her time at Crystal Prep but Twilight had found the converted janitor’s closet at Canterlot High to be growing on her. It may be a lot more claustrophobic than the old lab but the whole of Crystal Prep had felt claustrophobic to her so she had no serious complaints.

“What…is all this?” Sunset murmured, staring at the walls of Twilight’s ‘lab’. The shelves on the walls were adorned with jar after jar. Old, cleaned out peanut butter jars, jam jars of all sizes, some pickle jars she’d gotten from home. 137 jars of ‘samples’ to be exact.

“This is what I was trying to tell you about. Look!” squeaked the excitable purple teen, holding up what looked like an empty jar right under Sunset’s scrunched up nose.

“A jar…?”

It took Sunset a moment to notice the jar’s inhabitant. A tiny black smear on the glass… no… a… worm?

“What… is it?” she asked.

“Absolutely. Fascinating!” proclaimed Twilight, grinning broadly, “It’s a completely unidentified species of parasite! Never before seen in our town or in the world at all! An amazing creature with amazing abilities! They interact and interface with their host at a neurological level, locking themselves into the brain and forcing a symbiotic relationship that…”
Sunset would usually be keen on helping Twilight with any of her new discoveries but Rarity and Rainbow Dash had disappeared off the face of the earth nearly 48 hours ago and she wasn’t keen on wasting time letting science babble wash over her.

“Twilight…” she said, trying to sound patient but ending up sounding strained.

“I believe that they are… not of our earth!”

“Wait… what did you say?”

“Perhaps… visitors from Equestria? It’s not uncommon for parasites or other organisms to accompany visitors from a distant land. Rats, pigeons, cockroaches, tapeworms and any number of other gut fauna all accompanied early settlers to the New World and in a similar way I believe these creatures may have, at some point during their life cycle, have accompanied one or more of our visitors from Equestria,” if Twilight was a dog she would have been wagging her tail hard enough to whack some of the jars off their shelves.

“I mean… I lived in Equestria all my life and I don’t recognise these things… not that I spent too much time looking at… gross black worms…” murmured Sunset, shifting uncomfortably as she stared down at the worm trapped in the jar. Its eyeless head lifted to greet her, reaching out and touching the glass, “Why do you think they’re from Equestria?”

“They are simply overflowing with magical energy! And they behave completely differently from an organism on earth! I’m telling you these are organisms with the ability to do simply impossible things! At least impossible by our world’s standards,” Twilight blurted out, struggling to contain her excitement and to treat the occurrence with all due seriousness.

“Do… do you think there might be a second portal to Equestria? That could explain where Rarity and Rainbow Dash have disappeared to!” Sunset looked very frazzled. The disappearance of her friends had hit her harder than it had hit this relative new comer to their group, “I should contact Twilight… er… other Twilight… about this. Maybe she’ll know something about these… things…”

The black worm was pressing hard against the glass of the jar that it was trapped in, hungrily reaching out for Sunset. The sight was enough to send chills up Sunset’s spine.

“I’m sure she will have heard of them. They may be rare in your world but they’d be hard to ignore. They’re essentially a type of parasite that feeds off endorphins released in the brain! Upon gaining access to a host’s brain they stimulate the production of said endorphins to feed their own growth. I found several controlling the brains of some of the pet dogs in the local neighbourhood… hehe… hence why I sent Spike to stay with Fluttershy… Not that I would ever allow anything to go wrong but I felt their presence might disturb him a little. I’m still unsure of what animals they can and cannot turn into hosts but suffice to say another few experiments should easily… oh…” Twilight had been babbling along happily to Sunset, completely failing to notice that the fiery haired teen had already rushed out to go try and contact her otherworldly counterpart.

“Not that I’m not worried about our friends too,” added Twilight defensively, adjusting her glasses, and continuing to converse with no-one but herself, “But these creatures are simply fascinating. I must ask the other Twilight to try and bring more of the local fauna and flora across for study!”

She raised the jar and placed it alongside the others on one of the many shelves. Each jar contained a worm, squirming and wriggling against the glass quietly. Some she had extracted from their entrenched position in the brains of local pets, others she had found squirming their wormy way along the ground. They must be multiplying at an amazing rate, she thought to herself, or maybe Sunset is right and there is some kind of portal to Equestria that they’re coming out of constantly. She rose to follow Sunset out of the janitor’s closet/impromptu laboratory when something caught her eye. A faint glimmer of light.

“What was that?” she murmured to herself, turning back to her innumerable specimens.

Another glimmer. Like fireworks viewed from a great distance. A momentary flash. Some sparking plug fixture? In order to better identify the source of the flicker Twilight switched off the dim bulb that lit the janitor’s closet and stood, completely still, eyes wide open in the gloom. There it was again. A distinct flicker of light. Slowly she moved towards it.

“Bioluminescence…” she breathed. Like a dying sparkler one of the tiny worms she’d trapped in a jar that had once held pickled olives was letting off a dim, intermittent illumination.

“Fascinating… they can use their bodies to give off some kind of light… I wonder if it’s some kind of mating ritual… or maybe they were originally cave dwelling creatures!”

Suddenly another glimmer caught her attention out of the corner of her eye. Then another. Standing there in the dark of the Canterlot High janitor’s closet her jaw nearly hit the floor as flicker after flicker blinked out of the many jars of specimens she had captured. Winking out tiny bursts of white light.

“It’s so beautiful… I should really catch this on film… or something…”

The blinking and flickering was initially chaotic. Occasional flashes of light but the longer she watched the more the curious organisms seemed to organize themselves. They began, slowly at first but more with each passing second, to flash their tiny lights in unison.

“It must have to do with mating… they’re all releasing their luminescence at once… converging their light releases in some kind of pattern… I wonder what meaning it holds…”
Twilight felt like she was drifting in a dream, standing in the dark and watching the worms flicker their strange lights. Floaty… dizzy… strange… Had she been remembering to eat properly? Without Spike to remind her sometimes she would get so distracted by her work that she’d forget the most basic things. She should really write down what she’d seen here or record an audio log. Yet, her arms hung by her side… motionless.

The parasites were releasing their flash of light in perfect throbbing unison now. One blink every second. While individually they did not release much light altogether their bioluminescent burst was blinding. A bright white flash that filled the dark room. Then darkness. Flash. Dark. Flash. Dark. On and on.

How long had Twilight been standing here? Her mouth agape.
“I should… I should really… just save this for later… Sunset needs my help. I…” the voice sounded like it belonged to someone else. Coming at her from a distant tunnel. Echoey and alien. Her head was throbbing… not like she had a headache. More like her brain itself was beating like her heart was. Beating to the rhythm of these curious flashing creatures.
The flickering pattern they had fallen into intensified, fluttering along with the increasing pace of Twilight’s heart. Thump, thump, flash, flash. Her lips were numb, fingertips tingling in a manner most curious. Blood rushing to her head, a gentle flush playing on her cheeks.

“I really… I rr… I rrruh… nn… nnuh…” she mumbled, fumbling over words. The thoughts were there but difficult to pin down, slithering out of her grasp and away like greased up snakes. She exhaled slowly through her nose, hissing her breath out into the silent air. Had she been holding her breath this whole time? How long had she been watching this display?

A string of drool slid lazily off her hanging bottom lip, gliding down to land on the small swell of her pert b-cup breasts, tracing a darker blue trail down her sky blue button up shirt. Her shoulders rising and falling with her breathing. So slow. As one deep in sleep breathes. Swelling and falling. In and out. The flickering was so fast now it became impossible to tell the dark from the light. A constant blurry glimmer. Twilight’s heart thundering in her ears. Like the sound of her consciousness pounding on the door of her mind, desperate to get in, echoing from down a long dark hallway.

Then suddenly. Violently. She was plunged into darkness. The flickering ceasing entirely. The shock of it was like being punched directly in the brain. Everything was dark. She was nothing. A blob of nothing floating in the janitor’s closet of Canterlot High.

Flash.

A sudden burst of light. Her mind flooded with images. Dogs stumbling around, their minds infested with the invasive parasite. Eyes vacant. The fear she had seen on Spike’s face as he saw them. Fear of being… used in that way. She hadn’t been afraid. Scientific curiosity. The way the worms squirmed as she held them in the forceps of her tweezers. Reaching for her. They were still reaching for her. Through the darkness. She felt a stirring deep in her gut. But it was not disgust. She was too numb in mind and body for that. Something else. Something deeper.

Flash. Flash.

Two bursts. More images. Like her head had burst out of the all-consuming ocean of darkness for a breath of air before plunging back down. They feed on pleasure. Enter the brain. Control the host. Seek more. The greatest pleasure. Humans, bonobos and dolphins are the only members of the animal kingdom to recreationally pursue sex. The aching… the stirring down below. A tug. Like the moon’s pull on the ocean. So subtle. So quiet. So deep. But a pull that could not be fought. A yearning to… to be… to…

Flash. Flash. Flash.

To be rutted. Dogs hammer their stiff knots into the females, pinning them and staying inside them, locked together for upwards of half an hour. The stirring down below grew more distinct. A sharper tug. A deeper clench. Boars have a multi stage ejaculation that can last from 10 to 30 minutes. Pinning their mate, they wriggle their swirly equipment deep and unleash a foul torrent of seed. 4 decilitres on average, almost half a litre. Larger boars can spurt a litre or more. Enough to swell a tiny human womb. Sealing it shut when they’re done with a thick gel. Keeping the warm fluid inside. Guaranteeing pregnancy. But she wasn’t… a sow… a bitch… sweating on her hands and knees, powerful bodies bucking their way into her depths… she wasn’t a…

Flash. Flash. Flash. Flash.

Sow. Bitch. Whore. Slut. Sow. Bitch. Whore. Slut. Twilight didn’t look at dirty things. Sow. Bitch. Whore. Slut. Sow. Bitch. Whore. Slut. She was a good girl. Sow. Bitch. Whore. Slut. Sow. Bitch. Whore. Slut. She kept herself under control. Sow. Bitch. Whore. Slut. Sow. Bitch. Whore. Slut. Barely ever rubbed down there. Sow. Bitch. Whore. Slut. Sow. Bitch. Whore. Slut. So why were things starting to ache down there so badly? Sow. Bitch. Whore. Slut. Sow. Bitch. Whore. Slut. Why were the words resounding so clearly in her head? Sow. Bitch. Whore. Slut. Sow. Bitch. Whore. Slut. Why were her thighs trembling and clenching together? Sow. Bitch. Whore. Slut. Sow. Bitch. Whore. Slut.

Breathing heavily, puffing like she’d been on a long distance run. The trail of drool on her shirt had vanished as the sweat beading on her skin had drenched the whole garment. Was that sweat forming down there too? Why was it so sticky? Viscous? Why did her nethers throb so badly as it oozed out of her?

Flash.

Her right foot shuffled forward. Just an inch. As if she had been nudged from behind. Had she done that? Maybe just to readjust her balance. She felt like she’d been standing here forever. Maybe just another step. Another inch. Her hips eased her weight from one foot to the other, allowing her left leg to swing awkwardly, like someone walking on stilts, through in front of her. She was so shaky. She felt like she’d woken up from being anaesthetized. Like she was walking for the first time. Where was she going? Another step. In the dark. She knew the room though. She’d been here a while, working on her experiments. She liked the way… her crotch squelched a little as she stepped. Little rivers of sweat and… other fluids freely running down her smooth, lavender thighs. Her tunnel grinding against itself as her body shifted. Her hand was lifting. All on its own. No… surely she was doing it? What was she doing? Something about her experiments? Something about… breeding? She needed to… she wanted to…

It was simple, wasn’t it? All organisms need to breed. To be bred. It’s a female’s duty to her species. To let any and all males rut her. Hammer her. Spurt gallons of thick creamy seed into her. Squeezing her neck tightly as they drove into her hot, delicious depths, their dicks banging on her womb like battering rams, thumping in time with the throbbing down there. She needed to… oh…

Her hands clamped to her chest, hips thrusting forward clumsily, shaking back and forth as a wave of sensation washed upwards, burning through her lower body like fire. She was cumming. In the dark of the janitor’s closet. Cumming hard. Her mind flooding with thoughts of sex. Thoughts of breeding. With humans. With animals. Grabbing her… pinning her… spearing their meaty pillars into her hot, warm, slimy depths. Driving deep with no regard for her enjoyment or even safety. Piledriving her little teen body. Squirting gallons of steaming hot creamy goo into her. Tiny swimmers swarming her vulnerable eggs. Impregnating her. Her thighs quivered. Mouth agape like a fish dragged up on dry land, fingers grasping helplessly at the air like a baby. She wanted to sink to her knees but her body would not allow her. All it allowed was a gentle thrusting at the air as her body convulsed. Distantly she could hear her honey spattering on the cold hard floor. Hear her throat making a strangled noise. Her mind flooding with endorphins. Her brains must taste delicious right now. So sweet. Did she just think that? Think about… what she had seen… The infected female dogs had been driven to breed almost ceaselessly, their forced endorphin release locking them in permanent heat. Some of them had started to stink from all the musky cum pumped into them by the time Twilight had found them. Waves of orgasm hammered into her little clenching womb, its mouth suckling hungrily at a non-existent cock, eager to be used for its desired purpose.
Flash.

And all the complex thoughts were gone. She needed more. Her hand reached shakily out, finding a dusty jam jar. With all her might she flung it backwards. It sailed through the dark air and smashed on the far wall. More. Break more. Break all. She flailed her arms, tearing jar after jar off the wall and smashing them on the ground. Swinging them over her head, hurling them to the ground. There wasn’t enough time to unscrew them. Break the glass. Break the glass. Get more. Fulfil purpose. Break. A crescendo of shattering glass filled the silence. Crashing and tinkling as each and every container was opened. Finally a wave of relief flooded her. It was done. All broken.

“Ah…” she said. And as if that were the sound of the flood gates breaking her mind rushed back into her, “What… what was that? What on earth am I doing?” she sputtered.
She’d broken every one of her containment jars. Freed all of her experimental subjects. Had she really allowed all those foul thoughts to enter into her head? Had she really…
Twilight squeaked with embarrassment. She was still soaking wet down there.

“G-g-goodness.. I… Well… I always leave a change of clothes in my lab in case one of my experiments… ruins my clothes… there should be one in the draw…” she mumbled, glad that no-one had borne witness to her bodies lewd display. And yet she didn’t move at all. Standing stock still.

“Hypnotism. I should have known that they would have some kind of a defensive mechanism. They are so vulnerable in their larval state. I thought maybe they exclusively preyed on sleeping victims but maybe that was more opportunistic than anything else. Who knew they could interact with something as complex as a human on a neurological level at a distance…?” she paused, still flushed with embarrassment, the throbbing between her legs easing off as her reasoning faculties returned, “Still… they certainly used my… baser instincts against me… I suppose to them endorphins are endorphins after all… maybe that’s just the most effective way to produce them. Quite an impressive escape attempt. Oh, my gosh! Why am I just standing here babbling? I should hurry up and recapture them immediately!”

And yet she didn’t move at all. Like a statue… with soaking wet legs.

“This is… unusual… Some kind of hypnotic paralysis? No doubt so that they can make some headway in escaping me? Maybe find more animals to inhabit? Very clever…”
Something touched her leg. Something small. A gentle experimental tap from a soft and slimy body.

“Oh… oh no… no… no…”
If they can hypnotize a human why would they be unable to… inhabit one? Twilight may have assumed that human brains were simply too complex for them to control but maybe… she had been wrong. Maybe the dogs were merely scout vessels being used… to hunt down a more effective endorphin farm… a larger breeding facility. Humans had the largest brains of any animals in the nearby area. The tendril was inching its way up her leg, gluing itself to her skin, dragging its weight up her slick leg.

“Help! Help! Someone help!” she cried. But it was well after hours. Most if not all the other students had gone home. Sunset was no doubt off to try and contact her other self, “Heeeeelp!” She was alone. Except she wasn’t. The worm gripped onto the hem of her skirt, heaving its tiny self ever upwards.

Well… at the very least she would be quickly rescued. Sunset would figure out, just as she had, an effective method of extracting the worm from her brain. Though… the thought of it filled her with dread. The dogs she had saved had all returned to normal functioning. She should be fine… everything would be fine…
Another worm tapped on her leg. She could feel another one bumbling its way up over the heel of her shoe. Another twisting and turning as it clambered over her sock. She could hear broken glass clinking as more than a hundred tiny bodies wriggled their way closer to her.

“No… they couldn’t… possibly all… inhabit just one brain… that’s… that’s not… that would destroy the host forever… permanent brain damage… there are 137 specimens in here…” her mind reeled violently, “There are 137 subjects… at 0.3 ounces per subject… approximately 48 ounces of worms… that’s 1.3 kilograms… that’s… the same weight as a human brain… If they all enter my brain… my brain will be completely… destroyed…”

They had gathered below. A black tide in the darkness, slithering inch by inch, flowing over her shoes, squirming up her legs like a pair of disgusting black stockings.
“Help! Help! Heeeeelp! Sunset! Spike! Anyone!” the highest climber was easing its way up the slope of her breast. Its eyeless head teasing her nipple as it hoisted itself up.

“P-p-please… I’ll die… you’ll destroy me… that’s not what you want, is it? To kill the host? C-c-can’t we just… do one? You need me alive to feed off of me… don’t you?” she mewled pathetically, trying to negotiate with the brain devouring monsters, “Help! Heeeeeelp!”
Her voice sounded strained and hoarse. A tiny black worm touched her neck. The squirming, writhing sea of them below had climbed to her hips. Urged onwards by a single purpose. To swallow her whole. To devour not her very essence.

Her hot, sticky little teen cunny continued to ache despite the terror. Throbbing in the wake of her orgasm. Eager for more.

Twilight had stopped screaming and clamped her mouth shut as tightly as she could manage. Something foul was pressing against her pursed lips. Her research had shown that when swallowed they quickly found passage to the brain by extending their tendrils through the central nervous system. More than capable of setting up colonies in the intestines after the brain had been brought under control. But it wasn’t their preferred locale… They preferred to nest directly in the brain itself.

Twilight’s eyes were moist. Her vision blurred. She should have seen this coming. She was going to be eaten. In this dark room. Turned into a vehicle for a lower creature. More of them were caressing her slender neck as they climbed, unperturbed by her gulping and gagging. The front runner had abandoned its attempt to pass her lips and begun crawling higher. The nostril. She had seen abrasions inside the nostrils of infected pets. They could tunnel in through their, diving directly into the brain.

It glided into her nostril as smoothly as an express train entering a tunnel. A perfect fit. Twilight went cross eyed for a second. Human beings are 70% water but one never truly gets and appreciation for that fact until one is drenched in sweat, crying, nose watering and pussy weeping out its desperate need to get stuffed full to the brim.

Other worms had started to reach the summit of Mt Twilight. Stuffing themselves into her nostrils. One by one at first but soon they were piling in, wriggling and writhing. Stretching the two tiny holes to capacity, forcing themselves in. There were so, so many.

Twilight’s hypnotically paralyzed fingers twitched ever so slightly. Her arms clamped stiffly to her sides.

“Ngghhnggggg…”

The next wave of slimy black brain invaders arrived to find her nostrils already overcrowded. They turned their featureless blank faces to her other holes. Her whole body shivered, despite being as rigid as a shop mannequin, when the first one nudged the entrance of her ear. Kissing the round flesh of her lobe as it felt its way around. Then with renewed purpose it heaved itself inside.

When the first one touched her brain she came again. The hypnosis had prepared the breeding ground of her brainflesh well for the coming occupation. Softening it up, soaking it with endorphins, sex addling it such that even a single tendril was enough to drive her over the edge. Her eyes rolled back in her head as her brain fired pleasure signals down to her virgin pussy. Urging it to rejoice. They would be forcing her to breed soon. To fuck. To be fucked. It was going to be her new purpose. As a farm for pleasure. This might be her last experience of pleasure while she still had the cognitive capability to appreciate its meaning.

It was as if her brain and her cunt were linked. As the worm curled its body into her frontal cortex it was as if someone was curling a finger into her g-spot with shocking accuracy. Her hips, still frozen from the powerful hypnotic grasp, began to lift and drop her body, heaving against themselves. It took them longer to tunnel into the brain from the nostrils. The worms entering her ears were already wriggling against her soft pink brain flesh and by extension tickling the walls of her pussy. She could hardly tell where one orgasm ceased and another began. 6 of them were inside already. Grinding against each fold and crease they encountered, bumping the inside of the wall of her skull. Her arms jerked and lurched inward to her chest. Twitching and pawing at the air like a dog having its tummy rubbed, kicking away involuntarily at the air.

The traffic jam of worms in her nasal cavity finally cleared, oozing into her brain like a tightly squeezed tube of toothpaste, vomiting squirming black worms into her depths. Her jaw clenched tightly, eyes glazed and cross eyed.

Her head felt so full. Not of ideas. All her ideas were draining away. Full of squirming. Full of writhing and wriggling. The black beard of worms was vanishing off her face, pouring into her orifices. Her neat, clean clothes, pleated skirt, sky blue shirt were all stained. As if she had been rolling through a blackberry bush. Dark streaks marked the passage that each worm had taken up her body. Her knee socks were stained with something else entirely. Girl squirt. Proof that she really was going to be a good little breeder.

Her mouth hung open but there were no longer any worms left to take advantage of it. The last few black blobs vanished into her ears and nostrils. Her head packed achingly full. Full to the bring. As the worms got comfortable they cleared room for themselves. Annihilating everything in their way. Childhood memories, ambitions, intellect, emotion. All wiped clean with a squirm of a worms body and a throb of her cunt.

Her face relaxed at last. Flushed warm. Looking like a lobotomized retard enjoying a bath.
Blisful.
Empty.
Relaxation.
Pleasure.

They would take her for a walk soon. Take her out to find someone to use her. But for now they would get comfortable, digging in deep, entrenching themselves inside her. Relaxing in the darkness.

Chapter Rainbow Dash. Catastrophically large trigger warning: Mind control, minor gore, gross out body horror, body invasion, sex with homeless people, mind destruction, mind control, snot, highschool girls, excessive this, dreadful that. Reader beware.

"Well, you've gotta be the grossest bug in the whole wide world," grinned Rainbow Dash, "How does it feel? It's quite an achievement!"

She prodded the creature with a small stick. It was something between a worm, a beetle and a squid. A small, black, carapace encased body the size of a raisin with long tendrils that extended out behind it like bedraggled and slimy hair. It looked like a dead sea creature that had washed up on the beach, its limp appendages cast out behind it: wholly bereft of the smallest sign of life.

It was early in the morning and Rainbow Dash had been in the middle of her daily jog to soccer practice when she had nearly trodden on the revolting creature. Now she was squatted on the pavement, giving the... insect? Arthropod? Cephalopod? a solid peek up her skirt as she poked at it. It had been fourteen days since the Rainbooms had faced off against the Dazzlings at the battle of the bands. Dashie never ceased to wonder at Canterlot High's ability to return to relative normalcy in the wake of near absolute magical apocalypse. She hadn't even missed monday's soccer practice as a result of it... nor, less fortuitously, had her homework assignment been cancelled as a result of it.

"Fluttershy's always interested in neat little animals... you're kinda gross though but she'll prob'ly still be keen to take a look at ya. I've never seen a bug like you before... you are a bug, aren't ya?"

Rainbow liked to set out extra early for soccer practice every Saturday so she had time to muck around on the way there: trying out new moves or picking an apple from one of the trees on the edge of AJ's family orchard. She'd always been interested in gross stuff. One reason among many why people called her a tomboy when she was younger. She adjusted her skirt a little. Squatting down like this had the potential to give anyone coming up the deserted suburban alleyway a solid peek at the compression shorts she was wearing under her skirt. Less embarrassing then flashing a stranger something else but still. RD may be a tomboy but she had her dignity. She pondered how to transport the odd creature. She wasn't keen on having it in her shirt pocket. It looked kinda... greasy.

"Will you still be here when I get back after practice? Ahaha... well, you're not exactly going anywhere fast now are ya?" she chuckled.

One of the creature's tendrils suddenly twitched. It reached up and draped itself around the stick that prodded at it in an almost affectionately casual manner.

"Woah, neat," grinned RD. She had been getting somewhat bored of the creature and had come close to changing her mind on even mentioning it to Fluttershy, "So ya are alive after all."

Another tendril joined the first and the two entangled the small stick. Rainbow Dash lifted the stick a little and the creature lifted with it, dangling pendulously off the end of the stick.

"What the heck are you?" Rainbow Dash leaned a little closer. The creature was almost... shivering... twitching...

Things went very wrong very fast.

With a sudden, violent burst of life the creature convulsed and flung itself at RD's face. She started and dropped the stick, falling flat on her ass, both hands reaching back to cushion her small fall. She managed to snap her mouth shut in time and the creature landed on her sealed lips, its sticky tendrils gluing themselves to her skin.

Gross .Gross. Gross.

She hurriedly reached up to peel the... thing... off her skin. But it seemed alive with a new purpose. It squirmed its way upwards, narrowly dodging her thumb and forefinger as she attempted to grab it and tear it off.

Its small body rammed into her narrow nostril. Tiny tentacles expertly gripping the walls of her nasal chamber as the being heaved its way deeper immediately. She desperately made a second grab, attempting to latch onto one of its tendrils and drag it out of there but they were so slimy and squirmy she couldn't get a grip. She felt a lurch of nausea as it wriggled inside her nose. She could feel it there inside, beneath the skin. A little hard bump that could be felt from the outside right hand wall of her nose. The tendrils left on her face had all suddenly slithered inside her nostril, compressing themselves remarkably into the enclosed space.

Rainbow Dash's skin was crawling with disgust. She blocked her left nostril, the nostril that wasn't being invaded by the grossest bug in the history of the universe, and blew out the other as hard as she could: hoping to send the creature flying out like the ugly piece of snot that it was. Yet it did not budge.

She felt a surge of nausea as the creature pushed its way a little deeper.

"Get out, get out, get out, get out," she whined in a now slightly nasal voice. She scratched at the hard lump of the creature she could feel under the skin of her nose. She tried to pop it like a large zit, tried to squeeze it back out the hole it came in through. It responded by wriggling a little deeper.

A dribble of watery snot leaked out of her right nostril and dripped off the upper lip of her now open and panting mouth. Was the creature scraping out her mucus as it dove deeper into her nostril or was her body lubricating her nostril in hopes of getting the creature to slide out? Rainbow Dash couldn't tell. Her mind was filled with one goal. Get the creature out. Would she need to go see a doctor? Would they have to cut it out of face? It was... so deep...

She couldn't feel the lump any more. It was so deep in there. Her mouth hung open in a silent scream. Occasionally she gagged and coughed as the revolting insect twitched deep inside her nasal cavity. Snot dripped into her lap, leaving her chin slick with its trail but she couldn't be bothered to wipe. She continued to claw at the side of her nose. She didn't want to stick a finger in for fear of driving the creature deeper.

She couldn't breathe through either of her nostrils now. Had it wriggled so far back it had found the point where her two nostrils joined? She pinched the bridge of her nose. The creature lay just behind this bony ridge, heaving its way over the fleshy lumps and folds of her inner nasal cavity. She'd never driven a finger this deep into her nose before. Nothing had ever been this deep in her nose before.

The alleyway where she had found the creature was completely silent. Not a single passerby to help the young highschool girl as she gasped and whimpered hopelessly. Her legs were splayed out in front of her, knees bent, offering a clear view up her long, firm and slightly muscular legs and up her skirt to anyone who might wander by. But modesty was the furthest thing from her mind.

Had her stomach not been empty she would no doubt have added a lot more than sticky trails of snot to the front of her t-shirt and skirt. She had skipped breakfast, planning on picking up something to eat on the way to practice.

She should scream. She should call someone. But words caught in her throat with each dry heave. It was squirming back and forth now. Sliding its way in and out of the deepest part of her nose. She knew that if someone could spit milk out of their nose then the throat and nose must be connected back there. Was it going to slide down her throat and into her belly? Or journey down into her lungs and choke her? It seemed to have no intention of budging. Simply grinding back and forth. It was... gently fucking her pharyngial recess. Shivers of horror ran down her already crawling skin.

A swollen bubble of mucus inflated itself from her left nostril and then burst, adding itself to the slime running down her face. Damp stains were forming all over her t-shirt as a cold sweat began to trickle its way down her smooth sky blue skin. Her flat, underdeveloped but athletic chest heaved as she panted through her mouth like a dog.

Gotta call someone. Need an... ambulance... Okay... keep calm...

Her surroundings blurred as her eyes started to water.

Don't cry. Don't cry, okay. There are lots of houses around here just... go get help...

Another heave of nausea. Her whole body clenched and shuddered.

Just get up, get up. Get up. Get up.

RD leaned forward to shakily stand up but he paused. Through her blurred vision she could see something red on the pavement between her legs. She wiped her eyes. Droplets of blood. Her nose was bleeding. Dripping onto the concrete. But... everything had stopped. Had it... died in there? It wasn't moving back there.

The inside of her nose felt numb. She couldn't feel it twitching anymore. She could... breathe through her nose. Was it gone? How? Where?

A few more drops of blood then it stopped flowing. With a trembling hand RD ventured to wipe her nose on her wristband, cleaning off the slime leaking out of it. Not much blood. Only a few drops then it stopped.

"I gotta.. I gotta get to a hospital..." she murmurred to herself.

Her head started to throb dully.

She lifted herself slightly, folding her legs underneath her tush and kneeling to catch her breath for a second. Her arms hung limply at her sides.

Okay, Rainbow. Walk it off. Go get help. Get up.

Except she didn't get up. She was still kneeling there on the pavement.

Just taking a second. Okay that's enough. Get up. Gotta get up. Stand up.

Except she didn't. She felt a squirm once more. Deeper. So much deeper. Higher up. Further back...

"No... no... nononono..." she whispered hoarsely.

It had... tunnelled... deeper than the nose... much deeper... it was way back there... higher up...

"Nonononon... please... please no... get out... get out of my head... its... please..."

In her brain. In the soft, pink virginal folds of her cerebrum. Its tendrils outstretched across her frontal and temporal lobes. It's tiny beetle like body buried in the warm moist cavity of her sylvan fissure.

"No... no... no please... help... Help! Someone! I need... I... Ambulance... Am... buuuh...no... nuuuh...nnn...nnngggh..." she trailed off. Her head was filled with clear and acute horror and a desperate need for help but somehow getting those words to go down to her tongue seemed... difficult.

Standing up was impossible. It was like the telephone line between her brain and the rest of her body had been cut. She was getting nothing but a dial tone from her hands and feet.

She sat, kneeling on standby. Occasionally the creature would shift a little. One of its appendages snuggling deeper into the meaty creases of her brain. It was getting comfortable inside her.

She was... drooling. Like a catatonic mental patient. Sitting in the road, her mouth hanging open and spittle making ropes off her chin. She was still awake in there. Completely awake. Screaming deep inside her head. But nothing was coming out. Nothing was moving. Not even the slightest twitch. Her eyes were dead, rolled slightly upwards in her head. Her rainbow coloured hair was matted with sweat.

Please... you're in my head... in my brain... can you hear me? Why are you doing this?

The creature didn't answer. Her body was completely silent and then... her asshole clenched. It was the only movement her body offered her but she could feel it. It had not been voluntary. Then silence. Not even the smallest movement from her body. A gentle breeze wafted through the alley. She didn't shiver despite the cold sweat drenching her teenage body.

Next one of her toes stirred. Twitching just slightly.

Are you doing this? Are you controlling me? Please, just... let me go. I'll do anything you want! Just come out of there.

There was something flickering in the back of her mind. An errant thought that she couldn't quite grasp. Something like a distant memory only partially recalled. She tried to grasp it. The more her mind reached for it the clearer it became. Something between imagination, memory and hallucination. An experience that she...

In a sickening rush it became clear. In her mind Rainbow Dash was on all fours, whimpering. Some huge unseen beast gripped her from behind, thrusting mercilessly into her. Her back arching, her hips rising to meet each powerful thrust. A desperate desire to be bred filling her every...

RD's mind violently recoiled. That was not a memory. That was not one of her day dreams. That was not... her thought.

You... you're putting sick thoughts in my head. Get out! Get out! Someone! Twilight! Sunset! Anyone!

She was cowering in a small corner of her mind as the repulsive imagery gradually faded. There was no denying that the implanted thought had had an effect however. She could feel a soft warmth between her legs. She fought to suppress it immediately.

You can't make me think things! Get out of my head!

Rainbow Dash's thoughts raced as she sat on the pavement drooling like a dog.

I gotta drive it out. Maybe if I just think the same thoughts over and over again it will leave. I can keep the bad thoughts out. The song! Maybe I've still got some of that magic power from the showdown with me and if I sing... even if it's inside my head it could still...

Even as she tried to formulate a plan she could feel another foreign thought creeping its way into her mind. She tried to push it away, to suppress it but it refused to go down. Refused to sink into nothingness. And the more she tried to ignore it the more she acknowledged its existence.

In her now dominated imagination she was being crushed, something huge looming over her, sliding inside her. The image came with a deep yearning to submit, to be owned. Her depths were being thoroughly grinded into.

First you see me riding on a sonic boom
Got my guitar shreddin' up my latest tune...

RD tried to drive back the thought with thoughts of her own but the damage was done. A moist sensation had been added to the warmth between her legs accompanied by a mild, but undeniably pleasurable aching.

There is nothin' you can do to beat me
I'm so good that you can't... you can't defeat me...

A surge of images gushed into her as if a levy had broken in her mind. A million thoughts passing through her. She was bouncing, desperately driving her lithe body down onto a thick meaty spike, she was crawling pathetically, leaning forward to lick someone's feet or... hooves, she was flat on her belly, legs spread, thick juices pumping into her, she was begging, suckling, screaming.

The creature had a grip on her cunt. Or... it had its ugly tentacles buried in the part of her mind that was directly linked to her teenage cunny. Her undeveloped libido, her oft suppressed sexual imagination, and the creature was... fucking that part of her. Mind fucking her.

Yeah, I'm awesome, take caution
Watch out for me, I'm... Watch out for me I'm awesome as I wanna... Watch... I'm... How did the second verse go?

The damp patch on her compression shorts was spreading. Sticky juices soaking her thighs and her hairless (what? She always thought it was more aerodynamic) slit. The throbbing down there was rhythmic, powerful. A deeply implanted desire that dominated her thoughts.

No. No...

Her fingers stirred. Her arm, which had been hanging limply at her sides while her mind was being fornicated with, now swung slightly back and forth. As if the creature was testing its weight. Experimenting with the controls. Her arm lifted itself... then dropped. Lifted itself... then dropped.

It was hard to focus on what was happening with her arm as her body was urgently crying for attention. Her young pussy was winking, leaking into her shorts. Rainbow was fairly inexperienced when it came to sexual stuff. She had awkwardly rubbed a few times before... only when the mood had taken her... and generally felt embarrassed about it afterwards even though it had been done in the deepest privacy. But the feelings had never been this strong. Those few late night sessions where she'd buried her face in her pillow and rubbed little circles on her clit were a tiny trickle compared to the tsunami that was slamming into her head now.

Her hand landed on her knee. At first it just sat there like a dead fish. But then... slowly... like a baby spider taking its first few steps... it began to creep... finger by finger... upwards. Her kneeling legs opened up but an inch, shifting slightly beneath her as her... as the creature's hand advanced up her smooth, toned, sky blue thighs.

You leave that alone. Go away. Don't... no... no... stop...

Rainbow Dash's thoughts of resistance were getting pummelled down by flickering stabs of pleasure. One of her fingers flicked back her crumpled skirt, revealing the spandex bicycle shorts beneath for all the world to see. Despite the black spandex the damp spot was still clearly visible on her steaming, virgin mound. Dashie didn't usually wear panties under her compression shorts as they made her get too sweaty during the day and so her hairless slit was offering up the cutest of cameltoes. A prize on offer for the hand slowly creeping its way closer.

Rainbow Dash's ruby cerise eyes were devoid of all light. Dead. And rolled slightly upwards in her head. Yet, despite their empty state, she had managed to form some tears even though the emotion had not managed to creep onto her face. Her eyes, her mouth, her hot little teen pussy... all leaking their respective sticky fluids.

Twilight. I need. Twilight. Fix this with magic. Need.

Her middle finger found its way to her love button, grinding into it through the spandex and forcing a strangled squeak out of her throat. It felt like once the creature had felt her reach a certain peak of pleasure it was capable of simply locking her there. It had bullied her thoughts into arousing her only slightly then trapped her in that sensation, slowly hunting for footholds to ascend by. Each fresh fantasy had intensified the aching down below and each level of intensification had locked in and maintained itself.

Her face was growing increasingly flushed, her shoulders heaving as the soft pad of her fingertip rubbed back and forth on her excessively dewy pink bud. Her juices were getting out of control. They ran down her slit then down between her firm, clenched buttocks and soaked into the pavement beneath her. The puffy tips of Dashie's underdeveloped breasts scraped against her sports bra beneath the thin fabric of her soccer shirt. Shivers ran through her.

Fuck. Oh, fuck. This is... not me... this... fuck... fuck...

She was masturbating in the street. In public. And she couldn't stop.

It's not me...

She was sitting in a puddle of her own girl jizz insistently pressing into her engorged nub. Each climb up the precipice was maintained. Each amplification of pleasure refused to back down. Her cunt was sending pulses of pleasure directly to her scrambled brain. She was barely aware of the creature squirming inside her headspace.

"Whatcha up to, girlie?"

Burning embarrassment coursed through her. The empty street had finally seen its first pedestrian foot traffic and Dashie's vacant eyes had been too lost in pleasure to see the man standing directly in front of her.

He was bearded, wearing a shabby overcoat that looked too hot for the warm summer day. On her knees RD was staring directly at his scuffed belt buckle and the crotch of his tattered jeans. The archetypical homeless man, stinking of stale booze, sweat and hard times.

"You touchin' yourself in the street, sweetie? Boyfriend gotcha that frustrated, huh? Fuckin' boys these days is a bunch a pansies," he showed a mouth of broken, jagged yellow teeth.

This is... no this is good... this is what I wanted. I need help. Just gotta... ask for help...

Dashie's mind strained against the invader. Heaving, struggling against the attack on her psyche harder than she had before. Forcing herself. With colossal effort. With a strain so hard she could feel her mind tearing as she heaved against the tide that crashed against the walls of her skull.

"P-p-puh... puh... please... hh..huh...help..."

Her mind was dragged back into the abyss of pleasure and submission once more.

I said it. I... said it. He'll get help... Ambulance...

"Whatcha want help with, girlie?" grinned the filthy old man.

Rainbow Dash's body... no... the creature's body responded. Not with words. It allowed her mouth to hang open. It eased back her head slightly. It presented Rainbow Dash's pink, soft, moist tongue. A string of drool slipped out and added itself to the sweat trails on her t-shirt.

"Oh, I get it. Don't have to tell me twice. You must be one a' them highschool sluts like in the pornos. Wassamatta? You in heat or somethin'?"

RD's blank eyes watched him expectantly.

"Could probly go to jail for throat fuckin' a little schoolgirl slut like you. Still... the fuck is jail, amirite? Hot meals three times a day," his stink grew stronger as he shuffled closer, "Can't say no to a lady in need after all. Even if she is a filthy whore."

Whore. Slut. But... help... I said... whore... you help me... slut... whore...

The words bounced around inside her. She said them to herself again and again. As if she'd never heard them before. Or... no wait... the creature was saying them... wasn't it? Rainbow Dash couldn't quite remember exactly how she'd gotten in this position. She could remember that something was very, very wrong here but couldn't quite remember.

The sound of his fly being opened caught her fleeting attention.

"Last chance to back down, girlie. I ain't like your candy ass boyfriend. I'll fuck yer mouth so hard your daughters'll be born addicted to bein' throated," his half chubbed pecker flopped out, a hairy beast that stank of better days. She could... taste his heady scent on her outstretched tongue, "Alright, bitch. If yer that eager to let me mouthrape ya then I guess I'll oblige."

Bitch. No. Slut. I. Rape. Don't. Addicted. Whore. Please. Mouth. Ass.

It felt like each word was being etched into the fleshy walls of Dashie's mostly ruined mind. As if, each time he said something one of her precious memories was wiped out and the ramblings of a filthy hobo written in their place. What was her mother's first name? How had she winded up here? The salty tip of his foul cock made contact with her tongue. This was wrong, wasn't it? She'd been going somewhere before. Somewhere important. This disgusting man was scraping his shaft along her tongue, filling her mouth with his revolting taste. She'd wanted to see Twilight about something. Something to do with the wriggling inside her skull.

"Shit, yer mouth is hot as a fuckin' oven. Y'like the taste of my cock? Guess so. Look at ya schlicking away down there while you suck. Yer so wet its makin' a puddle under ya," he leaned his weight behind his shaft, cupping her cheeks and sliding a little deeper into her invitingly moist mouth hole.

She felt... good. It was hard to think about anything but the gentle rubbing of her finger down below, the thick swelling invader pushing into her mouth, the sharp stings of pleasure throbbing in her head. Every time she tried to grab that sense of urgent danger it slipped away, every time she tried figure out what was going on the foul things he was saying repeated themselves and she was lost in a haze once again. Was this normal? What did Twilight's face look like again? Her head was spinning. No... her head was... writhing. Or maybe something in her head was doing that...

"Yer a little disappointingly flat fer such a horny gal. Don't worry, ye'll git yerself some nice little titties once ya get knocked up. Reckon that won't be too long from now if it ain't happened already," he had begun rocking his hips back and forth, using her mouth. Was this right? Was this supposed to be happening? It felt... right... Rainbow Dash wasn't sure, "I like how ya keep still, girlie. Most girls try and take charge and end up doin' a shitty job of it. But you know yer place, dontcha? You know men're to be the ones thrustin'. Move yer tongue a bit..."

Rainbow Dash, junior mindfucked onahole, obliged. Or had she? Was it her that was making her tongue twist and wriggle as his thrusts began to intensify? Maybe she'd just done it automatically... because she was... a whore? It was so hard to think. Everything was scrambled in her head. He was gripping her head fiercely. His fingers sinking into her feathery, multicolored hair. His member driving its spike down her gullet, grinding past her tonsils on its way down. The clit of her throat cunt. She gagged and clenched her neck muscles as he dragged it out, as if begging him to stay in there a little longer.

"Fuck, yeah... I ain't had good head since I was much younger. Haven't cum in a while either. Mah balls're full to burstin', bitch. Hope ya didn't have a big breakfast. If you puke it up I'm gonna make you lick it off the pavement. F-f-fuck you're good. Good girl..."

Dashie's a good girl. Dashie's good... obedient... Dashie is... slut... whore... mouthrape... knocked up...

She shuddered violently as she hit climax. A fresh spurt of schoolgirl honey gushing out of her, drenching her hand, splattering her thighs and adding to the growing lake beneath her. Her temporary owner didn't seem to mind. He hammered into her gullet and she unthinkingly swallowed him. The pleasure refused to subside. She was locked into orgasm. Violent, mind shattering waves of pleasure destroyed what little was left. Everything was leaking out of her cunt. Her memories one by one, her goals, her ambitions, her identity. The band... Pinkie's smile... the dance... Twilight... Sunset... Squirt by squirt they all trickled away. All that was left was a tool for public use. A vegetable with a homeless man balls deep inside it.

"Gonna cum soon, slut... take it all... here ya go..."

She was barely aware as he thrust one last time. His balls tightening in time with each tummy filling gush. Dash' s relentless fingers finally relented. Her arms hung by her side, swaying slightly as his spunk spewed against the insides of her throat. Must have been 8 or 9 jets of thick milky fluid but unfortunately Dashie couldn't count past 3 any more. She couldn't even gulp. Just kneel there, soaked in sweat, drool, snot, one or two droplets of blood and enough sticky girlcum to fill several bottles as she was filled. She was a receptacle. An empty vessel to be filled. Her brain had been hollowed out so her head could be filled with hot cream. She was a warm, wet meat bag. A cum sack. No other thoughts remained.

He pulled free of her gob and loosed a few more strings of lumpy mulched cream cheese onto her slackjawed face. A solid spurt hit her in the open eye but she didn't blink. Her eyelid didn't even flutter as the white tear ran down her sky blue skin.

"Shit that was good. Surprised you could stomach it all. Good job, sweetie. Pop down to the shelter on fifth sometime. Me and a couple of ol' boys down there will show ya a good time," he waited for a response but she just sat there, gasping.

"Too much for ya, huh? Bit better than yer boyfriend?" he gave her an idle pat on her empty head and popped his junk back in his pants and zipped up, "See ya round, slut. Ahaha... seriously though... kids these days... back in my day..." he mumbled to himself, loping off.

Dashie was left. A broken toy on the pavement. Bubbles of jizz inflating and popping out of her open mouth. A breeze wafted through the alley and she stirred with it. Like a piece of grass growing out of the cracks in the concrete.