MLP Sleepover: Spreading is Magic

by tf-hive

Rating: mature
Tags: Dark, Anthro, Comedy
Length: 10007

Six girls, six pony forms to turn into, lot's of NSFW and transformation.

An innocent enough sleepover goes awry when one girl's wish ends up turning her and all of her friends into corrupt versions of their preferred ponies. Commissioned by anon. And of course, as I forgot to specify in the story, everyone in the story is at the very least, 18 years of age. They're like, end of highschool old.

Published 1970-01-01 00:00:00 UTC
Last updated 2015-08-22 19:02:30 UTC

Horse Party

She shook her head. Her brunette bands shuddered as she snapped back to reality. She was still on the couch, staring at the TV, surrounded by her friends. Jessica felt a little embarrassed in her little t-shirt and pajama pants. She wasn’t used to staying up so late, but all her friends were just such natural late night owls. They made her stay up this late just to watch the new episode of My Little Pony, and she was surviving through the late night only through her excitement alone.

Jessica looked over at the couch, reacquainting herself with her surroundings. The living room was spacious and had a sizely couch and two love seats surrounding the flat screen TV in the center of the room. Jessica was seated on the far right of the couch. To her immediate left was probably her best friend here, Gabrielle. She was going through a rebellious phase with her religious parents. She had short blonde hair and a single streak of blue through her hair. She gave her dad a heart attack, and was at the sleepover at Jessica’s house without asking permission. Naturally.

Then there was Petra another cushion over. She had short red hair the color of a dim carrot. She was deathly thin, and most people remembered her for being terrible with animals. She still had scratches on her pale cheek from trying to handle a local cat. And finally, occupying the final cushion of the large couch was Erica. She lived in the trailer park and wore the same outfit most of the time. Her t-shirt had holes in it so large you could see her bra. Her bra hair was at least washed. She was nice enough, like most of the girls on the couch, though Gabrielle could be a jerk.

The girl who sat on the love seat was who got Jessica angry. Amy. She had black hair and thick glasses, and was probably the most humorless girl in the world. She was the party wrecker as far as anyone was concerned, but she clung like a bad habit. Petra invited her this time, and Jessica hated her for it. Standing by the love seat was Maggi. Maggi was the only one among the group who ever drank alcohol. She goes to parties all the time and hasn’t had a job yet. Most of everyone was eighteen or only a tad younger. Maggi’s bright blue hair put Gabrielle’s single streak to shame. And not mention she was a little overweight, even though she was always dancing. It was often agreed it came from all the damn pie she ate all the time. She brought the snacks this time, and they were all the most fattening things you could find at a grocery store.

Jessica sighed, holding her pet iguana in her lap. All these girls came to her house just to watch this pony show they’d all gotten into. No mistake, My Little Pony struck an odd chord with them just like most of anyone else. They were teased for it, sure, because it is a thing for little kids. By being bullied, though, they all met each other. All sheep, scared by the wolves into a flock. They were a mismatched flock at best, with fights always breaking out. The only time they didn’t fight, was when the show was on. When they could just relax.

They all had their favorite characters, and eagerly rooted for them whenever the show was on. Though, Jessica felt ashamed. Probably more than anyone else, she wished she could be her character. It felt so silly, and she would sure as hell never say it out loud, but she genuinely wanted to be Twilight Sparkle. There are worse things to wish to be, but they would at least feel less awkward to say. Jessica just admired everything about Twilight. Her brains, her humor, her friendliness. She was envious, even.

Whatever show was on for burning time, Gabrielle finally decided to stop stalling and put on the DVD. The newest episode was supposed to be something special. It was a straight to DVD special, and Gabrielle was the only one who could sneak out to the store and nab it. Thus, she got her way on insisting they waited until late at night to watch it. Jessica’s parents were out of town, the house didn’t make a single nose in the late night. “Alright, everypony.” Gabrielle snickered at herself, clearing her throat to transition. “Who’s ready for the big special?!” Gabrielle had some showmanship to her voice. Everyone gave out a cheer, some more quiet than others.

“Just play the fucking show!” Maggi yelled. Classic Maggi.

“Alrighty!” Gabrielle took it in stride and shoved the DVD into the player. The TV flickered, and the episode was on. Everyone went quiet for it, all the fussing gone, all the bad blood dissipating and purified for just that moment. The episode was about Twilight turning human, but it was a different plotline than Equestria Girls. It was a weird episode that no one could really follow. It just felt so chaotic. The episode ended as soon as it ended, and yet it robbed them all of an hour of their time.

“Umm…” Jessica said, peering all ways to try and gauge her friends for some reaction. Everyone seemed dazed all the same as Jessica. There were a few jaws open, but no one said a word for minutes. Finally, someone spoke up.

“Hey, Jessica?” Petra asked. She was standing from her place on the couch, walking over to get a closer look at Jessica.

“H-huh?!” Jessica huffed out, a little nervous by how close Petra was getting, her locks of curly orange hair guarding one of her eyes in the bushy bundle on her head.

“There’s purple on your neck…” Petra managed to say. Jessica tried to look in vain. “Like, right around here.” Petra motioned around the left of her neck, circling at the center. Jessica planted her fingers in the relative location on her neck and drew her fingers back. They were dabbed in purple. She tried to rub the purple off on her thumb, but the stuff didn’t dissipate, and in fact, it distributed. Her thumb and two of her fingers were dyed purple. And left to their own devices, the bits of purple drooled forward, etching across her skin in sharp jagged lines.

“What the hell?!” Maggi was quick to butt in, her neon blue hair was almost as bright as the purple that seeped into Jessica’s skin. “What’s happening to her?! Is she like sick or something?” Things would have been calm, but Erica suddenly screamed. In her raggedy shirt, she was off trying to sneak out or something, but the door didn’t budge.

“The door to the outside… I-It won’t open!” Erica said. Jessica set her pet lizard to the side, the massive guy just resting on cushions.

“What are you guys talking about? I’m fine!” Jessica tried to clear up the panic, holding her hands up as she walked nearer. Everyone was quick to back away, eyeing the ways out of the living room, especially the stairs to the upper hall. They were backing away from her, clearly seeing the purple slowly drooling across her arm. Panicked, Jessica reached for Petra, trying to convince her to sit still for her to explain herself. The girl in her long sleeved sweater shook her off and ran up the stairs. Some of the girls followed, while others ran off towards the den. Jessica shuddered, suddenly she was completely alone with whatever was happening to her.

The floor rushed up to meet her as she fell, panicked. She was always such an anxious girl. She was surprised it was Twilight who was her favorite, and not Fluttershy. Jessica sat alone. Chasing after her friends would only panic them more, make them really think something terrible was happening to her. They weren’t going to help her. They weren’t her friends anyways! I’ve been fooling myself, Jessica thought. No one here really cares about me, they just like my TV, they just like my parents’ house…

Purple spread across her whole hand, and was now starting to move onto her wrist. She watched it with all the patience she could ever muster for an hour glass. It had to be paint or something. She was groggy from the episode, maybe someone snuck paint onto her hand? A prank, and then they turned it into a prank for everyone, and locked the door because that sort of thing always spooked Erica. She was scared of zombies more than anything in the world, so a locked door with someone turning purple just got her a little worked up. Jessica stood up on her knees and searched the couch for something purple. That’s when she noticed her lizard. The iguana had a little purple on him now. “Oh shit! I’m sorry, Spike. I got some on you too.” She reached her clean hand forward to try and wipe him clean. For her efforts, all she got was a second hand stained. “Oh great!”

Jessica sat back and sighed, being as careful with her hands as she could be. A different shade of purple spread across Spike. And it was spreading much faster on him. Probably because he was so small. Jessica was really starting to believe this was some sort of infection. Maybe they were right to run from her? Her first infected hand had spread all the way down to her elbow, her freshly infected palms were inching purple much slower as it moved up to her finger tips and down to her wrists. Moving her hands confirmed the changes didn’t pay attention at all to gravity. It always moved at the same exact speed.

She sat and stared at the TV. The empty black screen flickered, the upper corner just read “DVD Player”. She should stand up and change the input, but now she was just afraid the purple would spread to her remote or something. She didn’t feel like testing for that. She wasn’t even really sure what the purple was! Everyone else was out crying zombie on Jessica, but for all she knew it could just be purple paint mixed with gorilla glue or something ridiculous like that! Half the girls were miscreants, they could come up with something devilish and heartless like a little kid thinks up what they want in their ice cream.

Jessica heard a thud. She turned to the cushion to see Spike had vanished beneath the cushions. “Oh god, Spike!” Jessica panicked. She threw her hands onto the cushion and tossed it to the side. What emerged from beneath the cushion was odd. She was a tall creature, covered in glistening purple scales. Green spikes lined her back, and a short stubby tail swayed behind her thick hips. Her front, from her belly to her crotch, was covered in cream color scales. And her eyes were glistening emerald, long locks of odd scaly pale green hair whipped out from the top of her head. And that all went without mentioning her perky little breasts.

“I’m alright, I just fell between the cushions!” She said. Her voice was a little raspy. Her slit eyes blinked at Jessica.

“Sp-Spike?” Jessica made the connection rather quickly. The fact was, this was a lizard with the exact same colored scales as the purple she saw on him. “No, it can’t be.” It didn’t make sense, it really didn’t. How did Spike become… well, obviously, how the hell did he become a human, a dragon human, and a girl?!

“Yeah, it’s me!” She answered, sticking her forked tongue out. “I’m your pet and assistant, remember? Are you feelin’ alright?” She reached a hand out for Jessica. When she grabbed one of Jessica’s hands, the deep purple rushed quicker up her. She snapped her hand back, the touched arm now completely covered all the way up to her shoulder. She tugged the collar of her shirt, peering down the shirt hole to get a peek at her affected shoulder.

“W-what did you do to me?!” Jessica fell backwards trying to backaway. On her rear, she peered up at her. Spike stepped over the couch, emerging all the way out. As she went, her stubby little tail grew longer and longer, and something else grew that caught Jessica’s attention. There were two of them. Long, pinkish-red. They blushed like ripened fruit, and looked just as juicy. They pulsated as they grew to their final sizes, and Spike licked her lips when she peered down at them. Jessica never saw anything like them before. She was such a virgin it hurt, but she was an even bigger virgin to dragon dicks. At least she had searched for real dicks before to see what they looked like. She never had the curiosity for lizard cock.

“I’m just helping it spread. Trust me, it’ll feel so much better once you just calm down.” Spike said. She reached a hand out, but Jessica just shoved her against the floor faster. She tried to catch her feet against the floor and push herself back onto her feet, but Spike was suddenly upon her. She kicked and kicked, the dragon groaned and sobbed in response to the hits. Jessica tugged her feet back, seeing they were now died purple, and her toes were fusing together.

“Oh god oh god oh god!!!” The purple spread up from her legs all the way to her hips. Her pajama shorts suddenly became more cramped. There was a big fat bulge emerging at the seat of her pants. She didn’t dare peak, but Spike was in the mood to do that for her. She reached a clawed finger over and delicately pinched the rim of her shorts and tugged them up. Jessica got the first peak down her tent before Spike folded the tent flap down to let it rest out in the open air. Jessica had a long human cock now, her surrounding thighs were purple. The purple was crawling up the dick.

Moaning, the feet returned to flying even as fear was overwhelming. Spike whined and took the kicks. She leaned in, and quietly licked at it. Jessica moaned instantly. She threw her head back and put her whole body into the moan. Her stomach huffed with air, her throat vibrated, her tongue rolled out and spit went flying against her cheeks. Her sensitive new prick being touched was world bending. Spike chuckled at the reaction and set off to help Jessica even more.

At some point, Jessica put her hands onto Spike’s head, keeping her hard at work. The dragon snapped the girl’s old shorts off with a hard tug. Jessica lifted her shirt up over her head and tossed it away. She was scared, so damn scared, her face constantly on the verge of tears. But the feelings made her body move in autopilot, made her fingers curl around the fabric and tug it off, leaving her naked, susceptible to the lovely dragon who brought all these changes to her.

The purple never spread quicker. Each lick, it inched further up. It reached her stomach and hips. Her hips ballooned out a little, and her thighs fattened a little. Her stomach shimmered in the purple coat of the odd furish coloring. It inched further up, etching across into her breasts. Her meager little tits swelled a few cup sizes, stopping at a surprisingly modest size, save of course for just how perky they were.

Her cock had morphed quite a bit as well. With each lick, it thickened, elongated, flared, changed. It was in its final form, a flared horse cock. Perfectly thick and fat, and Spike adored it with all the drooling devotion she could. Spike reached for Jessica’s cheeks. She dragged her claws against her face as the purple spread to her head. Jessica closed her eyes.

What her head felt like was how it is when a drop of water is swallowed by a pool of soda. Something so much fizzier, so much more powerful and sweet overcame the puny paltry drop. Her eyes shot open, glistening purple shades darker than the fur that covered her. Her forehead erupted outward with a short unicorn horn. Her face stretched into a short little muzzle. Just so perfectly so. Her head buzzed with new thoughts. It felt like she ate an encyclopedia. “Gosh… Spike, does my head throb.”

“Which one, Twi?” Spike teased, diligently licking at the horse cock for a few more flicks of her forked tongue. Twilight snickered at her assistant. Such a cute dragon, always serving so loyally.

“Well one of them needs to cum.” Twilight reaffirmed her with a straight tone.

“I’ve picked a favorite one already.” Spike smirked, licking her a few more times before Twilight became rough. Twilight Sparkle grabbed Spikes head, spread open her mouth, and forced the whole length of her cock down her throat. Her long cock nearly choked Spike, save for the fact Spike didn’t have a gag reflex. She made for a more convenient pet like that. She slid her hips in and out.

Spike made all sorts of wonderful noises. It was incredible how she moaned and couched. Twilight felt her balls sway, purple and heavy as she pounded into Spike’s face. She couldn’t help but notice Spike’s own hands shoot for her double dragon dicks. She needed to get off too, anyhow.

With just a few more thrusts, Twilight came. And it felt incredible, like nothing she had ever felt before. She spewed her innocence, her virginity, and Jessica, all out in a single spurt. Whatever was left of Jessica moaned happily. She was finally smart. She was finally sexy. She was… She was finally Twilight Sparkle. It was dumb, it was so crazy to believe, but she was beyond thinking about believing it. She blindly lived it, and she discarded what was left of her bland self with the cum she deposited down Spike’s throat.

Twilight withdrew her cock from her dragon pet, Spike a little flustered after the forceful session. She gagged a little, but overall enjoyed the cum. “Tasted like grapes.” Spike said with a snicker. It made sense, Twilight was purple after all. The newly made pony relaxed after her first orgasm to ever take her in her new form. Her new form was so much more sensual. Every touch was epic, hyper sensual. Nothing compared to what she felt now. Her little blushing sessions of teasing herself late at night paled in comparison to what took her now. But now, more than anything, she wanted to spread this feeling to other people.

“I think I heard some people sneak into the kitchen.” Spike said, sniffing the air and sticking out her tongue. “Ah yes, I can smell ‘em, Twi! Two girls in the kitchen. Ripe for the picking.” Spike grinned, looking at Twilight for approval to start the hunt. The purple pony could snicker, petting her dragoness on the head. She was about two inches taller than her assistant.

“Let the hunt begin!” Twilight said. Quickly, she launched herself forward through the living room door. Through it was the kitchen. She sunk herself low behind the counters, Spike doing just the same. The counters were in the center of the dimly lit room. The girls couldn’t find any light switches to turn the lights up further, leaving the two nervous girls in the nearly dark kitchen by themselves.

It was Gabrielle and Maggi. Gabrielle and her streak of blue hair held a frying pan nonchalantly. She was one of the few who didn’t completely buy the whole infection thing, and Twilight could overhear her trying to talk Maggi down. Maggi was lethargic to leave the kitchen and bother with Jessica’s feelings. “C’mon now…” Gabrielle said. “We really should head back into the living room and see what’s going on with her.”

“Like, no way.” Maggi replied with a grumble. Her hair was completely blue, and her skimpy t-shirt showed her midriff plainly, while Gabrielle just wore a blue tanktop baring the insignia of Rainbow Dash. Twilight peaked, and idly groped at her rear where her sparkle cutie mark laid. It nearly made her moan. “She’s got something gross on her, and my sense are telling me something’ up!” Maggi was ignorant as always. Classic Maggi.

“There’s no way it’s anything as bad as an infection or something! Poor girl just had some purple paint on her.”

“That she couldn’t rub off.” Maggi prodded. “That seems fishy to me.”

“The hell do you even know about paint?” Gabrielle said. “Some of it dries fast, and leaves a ton of it at the top, wet and ready to spread.”

“Well alright, then I have to, like, ask where the paint came from? Everyone was watching the show, and it’s against the rules to pick fights while the show is on.”

“True…” Gabrielle said. “But one of us must had just felt extra mean. Someone had to have laid a purple paint trap.” Gabrielle walked around the counter tops, trying to pace thoughtfully. She felt something grab at her legs. At least four hands. She was suddenly on the floor, screaming. Maggi turned and darted for behind the counter.

Maggi looked down and saw some reptile digging her snout into Gabrielle’s shorts. Meanwhile, something that could only be described as Twilight Sparkle held down Grabrielle’s arms and dug at her tanktop straps, trying to free them from the girl. Maggi screamed and fell back onto her rear, only able to watch as fear paralyzed here. Twilight’s horn glowed a little, so that may have also contributed to her inability to move.

Wherever Spike’s tongue went, a sudden coat of bright blue followed. She licked and painted the girl’s crotch. Gabrielle moaned, watching through panicked eyes as her crotch was turned blue, as the blue color seeped quickly across her skin, heading up her torso and down to her legs. Her legs gained mass, especially at her thighs. They were hips and thighs that would burst any pair of meager sports shorts. And the way her rear blossomed and blued made a tight pair of runner’s shorts a wet dream to anyone.

Her cutie mark sprouted at her hip, barely touching her ass. Spike stretched her clawed fingers forward and gripped a cock. Gabrielle hadn’t even noticed one had grown. She was too busy moaning, trying to figure out what to stare at between her friend being scared, the Twilight Sparkle holding her down, or the sexy dragon eating her out. A cock was the least of her concerns.

“You’ve always wanted to be athletic, right, Gabbi?” Twilight asked, using the girl’s old nickname. “Or, should I say, Rainbow Dash?” Something about the helplessness of her situation turning into a fantasy overwhelmed Gabrielle with relief. Suddenly, she wasn’t fighting. Her arms fell limp, and her tanktop was slipped off from her form, leaving her meager chest free to be groped by Twilight. Her body turned blue quicker, and Twilight poked her nose and helped her short muzzle grow in. She ran her fingers through the girl’s hair, and watched the old blonde mop with a blue streak turn all the colors of the rainbow.

Spike massaged the balls that grew out of Gabrielle, her snout massaging the massive things as she dug her tongue in a few more rounds. Gabrielle’s cock changed, becoming thicker, more horse like, just like the girl before her. Gabrielle closed her eyes, and then opened again pink. Rainbow Dash gasped hotly, staring down at her fit little tummy. She flexed it, doing a partial crunch while Spike at her out. Each line in her runner’s build was etched perfectly, her dream abs given to her. Dash felt her wings push out through her back, her wings completing her form at last. She was free to fly. She was strong, sexy… She was free. She could fly away from her family, or at the very least stick with Twilight. She would never take shit a day in her life again.

“Like, holy hell!” Dash said at last, breaking the silence.

“Hmm?” Twilight said, a playful little smirk on her head. Both ponies sat, Twilight petting the newly made’s head.

“It feels awesome being a pony! I’m like… Twenty percent-“

“Cooler? Just because you’re a pony doesn’t mean you get to be cliché.” Twilight snickered and nudged Rainbow Dash. She nudged back a little harder, but Twilight didn’t activate anymore rough play.

“So, what are ya gonna do about her?” Dash asked, pointing at Maggi who still sat on the floor, too stunned to move.

“She’s your’s.” Twilight answered plainly.

“Sounds like fun, thank egg head!” Dash grinned and gave Twilight a fist bump as the purple rose up. Her and Spike headed for the door. “I wish ya luck.”

“Same to you.” Twilight said with a grin. She and Spike departed, leaving Dash to her prize.

Dash admired over Maggi. Twilight’s spell would expire soon, and the girl would be more than able to fight back, or run away, or otherwise just run her mouth and irritate Dash. First, she had her pajamas removed. Completely stripped, and still so paralyzed as to be vulnerable, Dash very carefully made sure she got what she wanted growing first. She poked a single dot of the contagious paint down on her Maggi’s crotch. From that flake, a little bump started to grow just above her pussy. It stretched forward until it was a meager human dick.

Blue fingers wrapped around it, easing it on to get bigger. It stood erect, growing taller by the second. Dash’s cock leaked in excitement. Eventually Dash had to put two hands around the growing length. It darkened in color and flared at the head. A horsecock, all the same as any other, thought it did seem a fair bit thicker. Dash opened her maw wide, and wrapped her cute head around it. She slurped as loudly as she could. She grinned, as poor trapped Maggi wretched at the sight of her former friend giving her a blowjob. She wanted to piss her off a little.

Suddenly, she was kicked back. Maggi sprung to her feet, and for the first time in her lazy life, she ran. Her horsecock and hefty balls swayed, banging off against her thighs, spreading the Applejack yellow across her legs. She didn’t care, she needed help! She ran past Twilight, and dodged Spike, and sprinted up the stairs. She had to get to the main group.

Maggi moved quickly through the halls, and after a while of searching, found where everyone was huddled. They had gone into Jessica’s room and barred the entrance with a chest high table turned over. Maggi couldn’t get in, but she could negotiate with the gate keeper. Amy adjusted her thick rimmed glasses, Erica joined in the appraisal, adjusting her hole covered shirt, while Petra hid in the back.  “G-guys, you have to help me!” Maggi screamed. “L-like, you were right! It’s an infection!”

“It is?” Erica blinked.

“Y-yeah! And it’s spreading fast! Jessica, she’s Twilight Sparkle now or some shit! And they got Gabbi! They made her into god damn Rainbow Dash! But not like the fucking cute ponies! These are gross humanized ones, with big fucking horse dicks.” Erica looked accusingly at Maggi, clearly not believing her. Maggi sighed, and took a step back so they could see her lower body. Everyone gasped.

“Holy shit Maggi! You’ve got a horse dick too!” Erica stared for what felt like hours. It brought a blush to Maggi’s face. She could feel the yellow still spreading across her even as she spoke, the urgency growing.

“P-please, you have to let me in! Whenever they touch me, it spreads quicker!”

“No fucking way!” Erica yelled. “You’re just gonna spread it to us!”

“No, I won’t!” Gabbi pleaded. She felt her cock get longer, brazing against her legs hotly. White fluid trickled out the flared tip. Her stomach tightened in knots as the ooze moved up, turning her tummy thick and farmgirl-ish. “J-just let me in!” She threw one leg over the table barricade, but the girls wouldn’t have it. They all pushed Gabbi away with the ends of broom handles. Erica went straight for the head while Amy pushed her leg. Petra started to cry.

“Get the hell out of here!” Erica yelled. Once Gabbi was out over the barricade, she stood protectively over her girls. She was going to hold down her fort until the very last day. Gabbi thought she knew them, but whenever shit hit the fan, they’d rather their own safety then even try to help her. She broke down into tears and ran away, locking herself in the bathroom.

She sat plainly on the chair at the vanity. She stared at the mirror, happy to see herself still in the mirror. It was still Maggi, still her blue hair. Still her. She breathed deeply when something else grabbed her attention. She gulped and turned down to her cock. It was aching, and standing taller by the second. She shivered, one of her hands wrapping around it against her will. The yellow spread across her finger tips, crawling up her hand to dominate up to her wrist. She slid her hand up and down against the long horse cock, creating a series of moans in her.

Trembling, her other hand wrapped around the cock, the thickness of it enough to stretch each hand to their limits. She slid her dick up, and rubbed both hands down like on a slipper baseball bat. Her shaft trickled down with cum over her hands. The orange Applejack color spread to her elbows. Suddenly, she was bending forward. She couldn’t believe what she was doing. Her mouth opened wide, and she closed her eyes when her tongue felt the cock. Her face stretched into a muzzle, yellow spreading across her face, her cheeks spotted with white freckles.

Her blue hair turned blonde as straw, and was done up in a partial pony tail. Her eyes turned green, and her mind went blank. Suddenly she was slurping faster, louder. Her breasts grew our lightly, far more womanly than she was before. Her whole body was pretty ripped, especially in the abs department. Where Rainbow Dash was slick and carved, Applejack was deeply carved, with abs that reeked of ale and apples. Her blonde tail wagged behind her as she bent theses abs to flexibly suckle at her horse cock. A sudden burst filled her mouth. She gagged on her load, wincing as she swallowed it nervously. “Darn…” She shivers. “Tasted like apple pie…” Apple Jack stayed in the bathroom as her mind settled, though with her sensitive pony ears, she could hear Twilight starting to creep up the stairs…

Petra sat alone as the other girls in the bedroom where busy reacting more loudly than the shy girl. Erica was loudly shouting something about zombies, Amy was crying, and Petra herself was just trying to figure out what the hell was going on and why her friends were growing horsecocks. And… And why was she growing one.

She was touched. Jessica only touched her shoulder, and Petra thought that it shouldn’t have been anything to worry about, but here she was. This bright yellow color had spread from her shoulder down her arm, her long sleeved pajamas covering the growth underneath. She didn’t even noticing anything until she touched her hips… and it spread there… and now her pajama pants were filled to the brim with a big hose of a cock. It was bulging out, and threatened to snap her pants off, but she stayed quiet. Erica was taking this thing very seriously, and would sooner do something scary to Petra than risk the shy girl turn into one of those things out there.

“God damn they’re turning into those crazy things, like what in the hot hell-“ Erica was muttering to herself, holding onto her broom like a mad woman would grip a shotgun. Petra could only think over and over how bad she needed to have her insanity captured by something more upper class. Her parents must had sealed all sorts of loony loops into Erica’s head. Her hate was justified, her violence encouraged, and all of a sudden they raised a daughter who would be the first to kill her friends in a zombie situation.

And then there was Amy, who when she wasn’t frowning, she was seeing how far her lips could curve before it could be counted as a smile. She needed some humor in her life. Amy just had to discover what laughter felt like at all. Petra blushed, thinking long on it. Maybe turning into ponies would be good for all of them… After all, Petra always idolized Fluttershy… so talented with animals, so capable and gorgeous.

She shook her head. She couldn’t afford day dreams like that! Being human was important. It was the first and only thing Petra knew. She didn’t want to test that, something she was just so comfortable with. She slid her rear against the bed she sat back, squirming and nervous. If her friends spotted one second of her bulge, no doubt they’d cast her out. She often had to use her left hand to block the bulge, but carefully. Touching it would mean it spreading since the stuff leaps across fabric. Touching it with her right hand was no problem, though touching it at all was… problematic.

It made the thing underneath pulsate. Agonizingly. A constant throb, a visible one. It sprung more to life, standing taller. The threads in her pants snapped further, a hole already made in her pink pair, the strings in her pajama pants creaked, wanting to join her underwear in sweet sweet broken-hood. To have it broken would be heaven. To just slash through her fabrics and free her growing lusts out to be free into the air and just whip it widly and hump everything and fantasize about all her friends breaking down and screaming for her dick as their ugly human faces were finally fixed!

Petra gasped like breaking glass. Both of her hands were dragging her fingers hard into the bulge. The yellow of her cock pressed into her fingers, spreading up her hand instantly as she touched on the fabric where beneath her dick formed. Petra’s top grew tighter. Her breasts stole some of the covers, and her midriff was made bare from the resulting rolling up of her shirt. Her stomach met her widening hips.

Eyes darted across the room. Erica and Amy were still looking out the door. They thought Petra was so innocent. They’d think she would never do something like this. They could never imagine their shy little friend go so wild, get so nearly ready to hump the walls until she came or the walls broke first. She was sadistically joyous that she was defying their expectations so joyously. She was thrilled that her cock might be a horse dick beneath her dying clothes. She prayed it was a horse dick! She moaned for it. She peeled back her pants, and finally looked at it.

The rear of her pants ripped as her rear expanded out. It was torn into shreds, webs of shattered cloth that her furry yellow ass grew through like bubbles in the blower hole. She saw her gorgeous cock. It was so massive, and soon as she pulled her pants back it sprung out, forever too large to ever be contained by her constricting pants again! Joy to that! Let it be free. She ran her hands up and down against her cock, jerking it off as hard as she could. She winced and moaned.

Suddenly, she was up. She was springing for the door, feeling Erica’s broom stick barely graze her. She tackled through Amy and pushed her to the side. Petra couldn’t think anymore. She was out the door of the bedroom, leaping over the barricade. Just like that, her friends abandoned her innocent friend, her harmless happy little pal. They’d toss her out just like that. And that needed to change. They needed to change.

The scent in the air was thick only to Petra. She had changed far enough along to be acute to it. It was this smell that was a combination of the spice of a stable, the warm comfort of earthy tones, and the irresistible scent of apple pie on a window sill. It took the changing Petra to the bathroom where she found Applejack. She was once a human like Petra still slightly was, but now she was all the way gone into Pony-hood. Petra crawled on all fours over, her shredded clothing battling with the way her body changed.

“Well, howdy!” Applejack took quickly to the changing Petra. “What brings ya ‘round here, sugar plum?”

“Well…” Petra froze. She felt her shyness get rougher, eat at her more than it ever did before. And as she stuttered, her horse cock spurred back and forth, leaking pre onto the floor. “I-I was j-just, ummm, wondering a-about your… ummm, scent…”

“My scent?” Applejack smirked. “I can’t really get a whiff of it. But you? You’ve got a very nice smell, I reckon. What’s your name, darling?” Petra felt a little ashamed that her former friend didn’t know her name, or even her face. Petra’s face was still the same. Her hair was still orange and curly, the yellow hadn’t spread up to her face yet.

“M-my name is Pet-… Peeeetr-“ The name felt foreign, her tongue rolled in on its self when she tried to say the name she knew. Her face stretched into a grin, as the name she knew she would prefer over took her. “Fluttershy.” She didn’t even remember her old name anymore. Fluttershy was such a better name anyways.

“Oh golly! Sorry I didn’t recognize you right away, Fluttershy! You poor thing, all crawlin’ and needy!” Applejack gave a knowing grin and swung her thick horse dick back and forth in front of Fluttershy’s face like a pendulum. A pendulum that worked very well as the abashed girl followed the swaying length eagerly. “Let’s getchya filled up!”

Any attempt to retort; not that she would, was ended by Applejack shoving her member inside Fluttershy’s agape mouth. It fit perfectly, stretching her throat to accommodate for the absolutely massive thing. It filled her warmly, and tasted of apples faintly as the thin white gunk slushed down her throat like a leaky faucet. She closed her eyes. She could hear clothes ripping. She could feel the weight of her breasts increase so much. She could feel the clothes fall off her body like paper blown away from a table by the wind. She was naked, but warm. Her whole body was covered in the thin fur. When she opened her eyes, she had a short muzzle, and a lock of pink hair in her sight. Her ears fluttered, her wings flapped.

Dutifully, she suckled, rising her rump high. She had to, for she heard Twilight enter the room. The purple pony was almost as hung as Applejack, something that caught Applejack off guard. She must have seen Twilight when she wasn’t quite as expanded as she could be. The infection never stopped acting, even after the girl was completely pony. Fluttershy offered her ass to Twilight, a gift the pony took eagerly.

Skewed on both sides, Fluttershy rocked gently back and forth. With her lean forward, she swallowed deeper down against that apple cock. Her mouth frothed with drool and evenly coated and oiled that massive member. The flavor of apples was stuck in her mouth, and her throat was constantly drizzled over with a new coating of precum. When she shot back, her ass swallowed cock. She was pretty sure girl asses didn’t have anything to be stimulated, but it felt amazing. Her whole body was filled with exaggerated sexual feelings. She could get off on her throat being penetrated even! And she liked it that way. Some old memory fled her mind, some old promise to stay clean of sex until she was married. Who needed marriage when you had friends?

Twilight filled her ass with loads of cream. She shoved out her cock and hotdogged it between Fluttershy’s perfect ass, sending a load of jizz down the small of her back. Fluttershy had the best butt anyone in the room had ever seen, and Twilight made sure her perfect rear was drizzled in all of the frosting it could ever desire. Fluttershy shot forward, and Applejack stuffed her like a pastry. Her belly swirled with the stuff filling her up. Applejack slid out. Twilight kept Fluttershy in place, though. She was locked down in a field of purple magic holding her in place, a puddle of cum surrounding her.

A spiney dragon dick filled her slit. Spike heard Twilight command for a slap, and Spike obeyed. She gave a sharp slap across Flutter’s mountainous rear. “Wow!” Spike snickered. “You were right Twi! It wobbles like a fishbowl on a shaky car ride.” Spike’s tail wagged as she took Fluttershy with less carefulness than Twilight did. Her jabs were more careless, more massive and fast. She rocked back and forth into Fluttershy, the girl needing no support but Twilight’s magic holding her up.

Spike came quickly inside Fluttershy. Her dragon cum mingled with Twilight’s, both of their loads lightly dyed different shades of purple. It rolled out of Fluttershy’s slit onto the floor where it met Twilight’s previous load. Spike gasped hotly. Twilight forced the girl onto her knees and pressed her dragon muzzle against Fluttershy’s spread between her ass cheeks. Spike reluctantly licked, sneaking her forked tongue between her snatch and her ass. She devoured all the cum Twilight had wanted her to. “W-wait Twi, my other dick…” Spike gasped, her muzzle coated in cum. “I didn’t get the other one off…”

“Spike, you’re going to have to learn to really make your turn auspicious. Next time, use both at the same time.” Twilight said, groaning at her poor little dragon. Spike sighed and slid back over to Twilight. Fluttershy gasped, drooling lightly, AJ’s cum still sneaking out. She couldn’t think, her mind went delightfully numb. Her eyes quietly followed Rainbow Dash as she walked in front of her.

The rainbow pony pulled up a seat and gestured to her cock. “Gimme a good ‘ol titjob. ‘Kay?” She grinned.

“O-oh… of course…” Fluttershy was freed from Twilight’s spell. She crawled over to where Dash sat. She positioned herself just right, and shoved her huge tits against Dash’s cock. It was as big as Applejack’s, but that doesn’t make it less massive by any means. Fluttershy worked her tits up and down against the mast, holding her breasts firmly together like two balloons. Her nipples were on end, cum trickled down across her whorish breasts.

She was sliding for as long as her nearly blank mind could remember when suddenly Rainbow Dash was spewing all over the shy girl. Fluttershy wrapped her lips around Dash’s cock, swallowing the rest of the cum that hadn’t yet escaped from the tit job to work to paint her breasts white blue-ish. She roughly swallowed the massive floor, coughing quietly at some points as she nursed off the fat horse cock. Fluttershy tugged her mouth free, mustering a shy little smile. “Ah… I-it was yummy.” She giggled, forever happy with where she was now. These were her friends, not what they were before. Not those girls in the bed room.

The bedroom was tense. Ever since kicking Petra out, it’s only been Erica and Amy. They sat a fair distance away from each other. Erica on her chair, Amy on the bed where Petra had sat. “It’s still warm…” Amy remarked, her face devoid of expression. She adjusted her black framed glasses, and parted her black bangs again and again. Erica never let an eye off of her.

In the chaos during Petra’s escape, Erica wasn’t sure, but she could swear she saw that Amy got shoved. What that means is that the infection could have spread to her. It very well could have. She tried to pry Amy’s shirt off to check, but Amy was defensive, claiming Erica could have been touched, and the only thing Erica knew for sure anymore was that she wasn’t the one who was touched. She held her broom roughly in her hand. The second she saw any color crawling up Amy’s face, she was pushing her out. The tension was growing.

Erica had a rope ready, made out of the sheets off the bed and the curtains. A rope slip out the bedroom window. She would just slip out and make a mad dash for home. She originally planned to take Amy and Petra with her, but things finally grew too dire. All of Erica’s paranoia was reinforced, and she didn’t know what to do with her survivor fantasies falling apart. She didn’t want to escape alone, and she didn’t want to be this close to someone who could be infected, but she never saw herself as the person in the movies who would kick out the person who was probably infected. She always thought she’d be the hero.

Amy sat unsteadily, reaching for the collar of her shirt to peak down. Erica focused hard on Amy. “What are you looking at?” Erica barked.

“N-nothing.” Amy said. She was uneasy.

“Y-you’re infected!” Erica yelled. “You have to be. You just pulled back your shirt to take a look at how far it spread…”

“I’m not!” Amy said back. Erica didn’t know what to believe. She didn’t want to push out the last of her friends. All the while, though, keeping her around would only put herself in more danger. If Amy really was infected, escaping would be the best thing for her. If she ran out of the bedroom to the other ponies, she would only end up being converted further. She was probably holding on to the hope that whatever was happening to her could be curable. They’d already ganged up on Petra, all they had left was each other.

“You need to be honest with me.” Erica said at last, shivering so clearly. She hoped Amy wouldn’t judge her for it. “If you’re infected or not is very important to me. You can’t hide it from me because I need to make sure I don’t touch you if you are.”

“Yeah, and how do you make sure you aren’t touched? You’d shove me out like what we had to do to Petra.” Amy stood up. “I don’t want you to throw me out, and I’m not infected for the last time!”

“Prove it!” Erica knew she should have just calmed down and coaxed the answer out of Amy. But she wasn’t that girl. She was never the girl who could deal with things slow and classfully. She didn’t have an ounce of manners in her. She resented herself as she yelled at her last friend. “Take off your damn shirt!”

“Why the hell should I? Why can’t you just take my word for it?!” Amy growled.

“Because, I need you to be honest with me!” Erica shouted back. She felt her feet hit the floor. She was suddenly up, and she was holding her broom like a shotgun. She could see it in Amy’s eyes, the girl imagining what that broom stick would feel like slapped against her neck, prodding at her back, making her trip out of the room.

“Get a good long fucking look!” Amy yelled as she tore her button up pajama shirt off. She was down to her bra. There was pink growing across her right side. She lunged forward and tackled Erica against the wall. The breath was knocked out of her. The broom stick fell from her hand and slapped against the floor. Amy held her roughly against the wall. The pink inched down her shoulder to her hand. It was rushing to reach Erica.

Erica struggled in her bondage. She writhed like a fish in a net. Violently, she darted against her arm. She snapped free and tripped over the chair she used to sit on. Amy tossed the chair to the side and broke a lamp. She threw herself down at Erica. “Get a good long look!” Amy yelled. “I have it, okay?! This shit you’re so scared of, it got me! And now you’re going down with me, down with Petra.”

“What if there’s a cure?” Erica tried to reason at last, but she could already tell her voice came out in agitated needles and thorns. She still had her edge.

“There is no cure! We’re turning into fucking cartoon ponies! We can’t even cure cancer, and you think there’s gonna be a doctor out there who can cure a cartoon pony plague?! So fuck that noise, and fuck you!” Amy groped at her flesh turned pink, turning both of her hands pink. She threw her hands down against Erica. Her hands landed with a flat slap. Erica could barely feel the stuff crawl across Amy’s hands into Erica’s skin through her pajamas. She was infected now too.

Erica tugged harshly at Amy’s hair. Her black locks made for good grips as she abused her. She was sinking, and she was going to make sure their drowning was as painful as possible. Amy fought back, ripped at Erica’s pajamas. Erica freaked out and crushed Amy’s glasses right from her face in her first. She tossed the broken glass far away when her face was roughly slapped. The slap mark oozed across her face, turning white. Erica spouted curses and fought back.

Her hands were covered in white goop. Wherever she slapped Amy, the slap turned pink, and added to the pink ink that slinked across her. Erica slapped Amy’s ass, and suddenly it ballooned out, destroying her pajamas. She slapped Amy’s nearly flat chest, and it suddenly exploded out with the largest chest Erica ever saw. When they ballooned forward, they pressed into Erica’s tits and covered them in white. They suddenly rose up, trying to meet the massive pink balloons Amy had, but she could never match those.

Erica felt her rear bubble up, beyond even what Amy had. Her butt also erupted with a well curled purple haired tail, whilst Amy’s rear was just topped with a big fluffy pink feather duster of a tail. It resembled cotton candy more than anything. Something snapped, and their anger met their growing lusts as their forms changed. Their slaps become so much more mild, at times the cheek based slaps stopped to caress the other girl. Amy snickered under her breath while Erica could hardly summon another growl, only moans left her mouth now.

Their lips met a few times over before their crotches bulged forwards. Amy helped Erica slip out of her clothes, Erica offered the same service. At some point, their kisses turned to fucking. Amy crawled right into Erica’s lap and slipped herself down hard against her cock. She moaned and giggled. Erica never heard Amy laugh in her whole life. She really bounced when she rode cock. “Oooh boy…” Amy muttered, her voice starting to become more high pitched, more… excited. “I can feel your dicky get… Biggy! Like, it’s changing.” Into one of those horse things, Erica thought.

At some point while Amy was riding her, Erica moaned out, “Pinkie Pie!” Erica struggled to recall what she was supposed to call the big pink pony girl riding her cock. Pinkie Pie was her name after all.

“Rarity!” Pinkie Pie moaned back. Rarity sighed contently. Everything just suddenly felt so much more right.

“Darling~” Rarity cooed. Pinkie Pie bounced like she was mining for oil. Her tits whirled like rocket-powered hot air balloons. Massive and unbounded, they flopped like wild. Her bubbly thighs jiggled as she rode. Her cock grew massive and steadied into its new size. Rarity was so kind as to wrap her hands around it. “There we go darling, I’ll get that for you.” She moaned.

“Oooh boy! Jerk it real good, ‘kay?” Pinke Pie grinned. She shivered, some feeling finally settling inside her. Rarity knew there was some tension leaving both of them. Like they’d loved each other before this, but anything from before being a pony was faded and gone. It was nice, at least, that fucking each other and kissing and feeling each other felt like some wish from forever ago finally being granted.

Rarity’s hands were deft and skilled. And the unicorn horn that grew did have some purpose in applications like this. She was more than able to wrap Pinkie’s cock around a glowing embrace of purple magic and jerk it like that. But with some a massive, demanding cock, she found the personal and the magic touch worked best in conjecture. And so she did, making Pinkie moan and laugh. She laughed really loud when she got close. Sex to her was just so joyous. It was contagious, and Rarity was so close to joining in.

“I-I’m gonna cuuuuum!” Pinkie moaned. “Holey moley, gonna cum! Cum cum cum cum!” Pinkie giggled. “Cum cum cum CUUUUM~” She sung her final note, and her horse cock exploded forever with a rapture of pink cum pouring out like a fountain. Rarity licked some off her cheek and it tasted of cupcakes. Rarity was a little against getting dirty, but it did make her feel good. Her own cock shivered, and before she could even alert Pinkie, she was stuffing her pink pony friend to the brim. Pinkie snickered as she was stuffed at last. She rolled off Rarity’s cock and laid back on her back, panting contently as she cooled down from all the excitement.

They gathered. They all met and talked things through, and went back down to the living room. Applejack, Rarity, Pinkie Pie, Rainbow Dash, and Fluttershy. Twilight and Spike were already downstairs, awaiting their return. Twilight admired them and their final forms. She herself was pretty massive now. Her horse cock and tits never stopped growing, really. They finalized at pretty decently massive. A cock fit for a queen.

The five girls glowed suddenly. As they gathered, their harmony could finally show. Twilight’s horn glowed, and she absorbed their energies. Rushes of pink energy, and yellow and white and blue. They all rushed into Twilight and her body started to change one last time. She was taller, she grew to be just a bit taller than even Applejack. Her thighs filled out. From her back, a pair of wings erupted in a torrent of purple feathers. Her unicorn horn grew forward, tall and proud. A little crown faded into existence in a gust of purple sparkles raining down around her. And from her crotch, Twilight sprouted a second cock, just as long and horse-like as the first.

The girls all huddled around, admiring Twilight’s new addition. Pinkie couldn’t contain herself and threw her mouth against that cock. Rainbow growled and tossed herself to the second one, the cocks sat side by side. Applejack was ready to compete with Rainbow for a taste of it. They knocked at each other and pressed their breasts together whenever they stared up at that royal dick.

Rarity bent Twilight over ever so slightly, plunging into her quickly. Twilight said nothing to retort. Her horn glowed, and she inserted a mystic finger into Rarity. Spike snuck up behind Rarity, a big blush on her face, and she slid the tip of her tail into her. The uptight girl shuddered, trying to say something, but Spike was already tail deep into her. Rarity didn’t mind as soon as it was so far in she could just moan and lose herself to the joys.

Fluttershy joined Applejack and Rainbow Dash, opting to bend over for the one who in the end could not get access to Twilight. Applejack conceded and happily mounted her. She shoved roughly into Fluttershy, getting all her aggression out. Fluttershy was just happy to help.

Pinkie pulled back, gasping for breath. “M-man, Twilight’s cocks are like, the best dicks ever~!” She sung as she lathered the cock in lollipop worthy licks. “Like, wowee! I want your dicks forever.”

“Jeez, Pinkie.” Rainbow Dash snickered, rolling her eyes at the hyper excited Pinkie. “But you’re right, Twilight’s probably got the best dicks, and I’m not just saying that.” She sunk her face back down against Twilight’s dick, staring up at her with bright pink eyes. Twilight grinned.

“Really, I’m gifted with such good friends.” She cooed, looking around and admiring all the horny girls. Something tingled at the back of her mind. Something that told her that this was better. This was how things were best. Twilight gasped sharply. She was cumming sooner than she thought she would. She just squirted out and filled Pinkie and Dash real fast. The two girls rolled off and onto each other. Pinkie gladly bent over for Dash, and Dash was quick to mount her.

“I’m the best!” Dash moaned.

“You’re darn tootin’!” Pinkie complimenting her, waving her balloon ass back and forth to egg her on. “Keep it going Dashy, let’s see if you can sonic rainboom in my ass.”

“Oh, you asked for it!” Rainbow Dash chuckled. She went so fast her muscular legs thumped into Pinkie, making her whole bubbly body shake, making the floor below them creak in response to them. Pinkie could only moan. Even the gabby giggler was silenced to moans by the might of Rainbow Dash at her best.

Twilight laid back into the couch, admiring at last her work in full without the distractions of cumming. She dragged Rarity off with a spell, the poor purple haired pony cumming fruitlessly onto the floor, Spike definitely not being shooken off. She was going to finishing nutting in Rarity, first her tail, than both of her cocks. And Fluttershy would take any dick she could. Twilight wanted to see the poor submissive girl learn to give the dick as much as take. She could already imagine some vampire fangs and bat wings shuttering out from Fluttershy. A treat for another night, after all, Twilight had plenty of magic to make her little oddities come true.

“This all seems, right.” Twilight said, echoing her mind. Everyone looked at her, not stopping in their fucking at all.

“O-o-f c-c-course I-i-i-it’s r-r-r-ight.” Pinkie said, vibrating hard from Rainbow Dash’s speed.

“Yeah, sugar cube.” Applejack said, blowing her load down into Fluttershy.

“How it was meant to be darling, OOH YES~ Fill me with eggs, Spike!” Rarity moaned.

Twilight stared up at the TV, the DVD player screen on. They were the show now. And this was how the show was supposed to be, and this how they were supposed to be. For an instant, Twilight could have sworn she saw a figure in the screen look at her. A mismatched dragon woman, with an antler and a snaggle tooth, and all sorts of oddities lining her body. She winked at Twilight, and vanished as soon as she appeared.

The ponies settled into their seats, recuperating from their first round of many. There would be plenty more rounds. Twilight just had to bring to her horn to glow, and all of their cocks sprung back up to full attention. There was nothing a good little endurance spell couldn’t fix. These girls all had friends, Twilight realized. Friends outside of their little pony group. Friends they could just as easily spread to when the time came. Whenever there was another sleepover worth hi-jacking. Whenever they wanted someone else, to join the herd.