Author's Note

Contains: Futashy, cum inflation, Flutterbitch, a rape dream (Flutter-rapist, Pinkie-victim), anal, vaginal, butt plug, lots of messy cum everywhere, ponies watching other ponies have sex but not exactly voyeuristically, some contrived exposition

Dreamwalking

Rarity awoke, groaned, and clambered to her hooves. Her befuddled brain told her that the ground beneath her was cold and gritty, that her marehood was throbbing sorely, and that her coat was drenched in sweat, before memories of recent events caught up with her. When they did, fear brought her swiftly to alertness, and her eyes darted around her surroundings. Seeing no immediate danger, she began to take details.

She was outside, in the middle of an empty town square. Ponyville Town Square, to be more exact. Clearly, she was still dreaming, or she would have woken in Luna's bedchambers. Besides which, the bejewelled manacle was still around her hoof, and she was still dressed in the same (though now quite grubby) lingerie.

Everything was grey, empty, and silent. The normally cheerful colours of the buildings were gone, leaving only grey thatch atop grey stone. The sky was black and unadorned; There seemed to be no sources of light, and no shadows either. The fountain was dry, no birds sang, no wind blew. The air was cool, and slightly sweet, in a mouldy, damp, sort of way. It was all very unnerving, to say the least.

Perhaps more disturbing, though, was when Rarity caught sight of her own mane. It, too, was devoid of colour, a dark grey that bordered on black. Twisting around to stare at down her own flank, she confirmed that her normally azure cutie-mark had turned to a faded, lustreless ash. Moreover, she could see the buildings opposite through her own body, her own form ghostlike and transparent.

None of this was reassuring.

Still, there was little else to do, so it seemed prudent to explore this dream-world, and see if there was anypony here who could help her. Right after she removed these dreadfully demeaning underthings. Resorting first to magic, she was somewhat dismayed to discover that her horn had been rendered completely non-functional. Normally she would have kicked up a great fuss over this, but with everything else that had transpired (and, after all, with no audience), the discovery elicited nothing more than a weary sigh. After some twisting and grunting she managed to remove everything but the manacle by hoof. It felt oddly exhibitionistic to undress in the town square, but there was nopony around to observe, and the thought of entering one of these buildings made her shiver.

Doing what she could to straighten her mane and tail, she set off in the direction of Twilight's castle. If there was any help to be found in this dream-world Ponyville, that would surely be the wisest place to start.

On the way over, the eerie silence began to unnerve her. A prickle crept down her neck; It felt as though something was watching her from the non-existent shadows. Imaginings rose unbidden to her mind, of some terrible monster leaping from behind a building, pinning her down, and having its way with her, of her own helpless screams going unheard, as her tiny marehood was violated by some monstrous appendage, pumping reams of fluid deep into her. A bead of sweat trickled down her neck, and another bead of liquid ran down her thighs. Silently, she cursed the Incubus for affecting her mind; Clearly, there was no other way a lady such as herself would be aroused by such thoughts. More to banish these images than expecting a reply, she called out into the night.

“Hello? Is anypony there?”.

Her words fell to nothing, swallowed up by the empty sky.

When she reached the castle, she pushed open the front door and stepped in without breaking stride. Her forehooves met empty air, and she barely managed to grip the doorframe with her hindlegs before plunging forwards. Beyond the threshold was not the interior of Twilight's castle at all, but an endless, empty, blackness in which most of her body now hung. Heart pounding and muscles straining, she reached back and managed slowly to hoist and wriggle herself back onto the cold, grey earth.

For several minutes, she lay panting on her back. When the moment had passed, and her composure returned, she climbed back to her hooves, lifted a nearby pebble, and tossed it into the void beyond the door. It was several more minutes before she was satisfied that she would never hear it land. The thought of simply falling, endlessly, made her shudder once more.

Swallowing, she stepped back, and reconsidered her position. She was in a dream; Was it her dream, or someone else's? Onieromancy was unknown territory for her, but from her earlier conversation with Princess Luna, she understood that Fluttershy could well be the Incubus' next target. Rarity shuddered to think what the Incubus night, even now, be doing to that poor, sweet, innocent, filly. As Fluttershy's close friend, Rarity absolutely could not just stand by and let that happen. If there was even a slim chance that she could do something to protect her friend's gentle heart, she would stop at nothing to do so.

And so, seeing no better alternative, she aimed herself towards Fluttershy's cottage, and set off at a gallop.

Princess Luna had been frantic, searching for Rarity. She knew that if Rarity was to be found anywhere, Fluttershy's dream would be the best place to start. From the cottage at the dream's centre, she took to the air, and began slowly spiralling outwards. So when she caught sight of the distraught mare, she was some distance above, and outside Rarity's field of vision. She veered down, landing on the path ahead of Rarity.

“Luna! Oh, you don't know how glad I am to see you here.”

The two mares stepped to each other, pressing muzzles together in affection.

“I, too, am most relieved to have found you, my Miss Rarity. When you did not wake, I feared…” Luna's gaze dropped as her words trailed off. Rarity noted that the Princess's body, like her own, was oddly transparent.

“Princess, what's going on? Where are we, and why are we both so… see-through?

Luna waved a hoof, gesturing their surroundings. “These are the outskirts of Miss Fluttershy's dream, beyond the focus of her attentions. Our transparency is because we are not properly attuned to this dream, most likely because…” Luna hesitated, looking back at Rarity before proceeding “… in your case, most likely because you were torn from your own mind, your connection to your body severed. I entered this dream lightly, for fear of this very circumstance, and I fear that if I impose myself too heavily upon it, your as yet tenuous connection may break.”

“I… I'm not sure I understand.”

Luna placed one hoof against Rarity's cheek, and looked straight into her eyes.

“Miss Rarity, I promise you, we will defeat the Incubus, and when we have done so, we shall be able to return you to thine own mind, and you will once more walk among the wakeful. Until then, I assure you that our servants will provide the utmost care for your sleeping body, and I shall accompany while you walk within the realm of dreams, to ensure that no harm shall befall you.”

Rarity stared back, some comprehension now dawning for her of what would happen if they failed to defeat the Incubus. It wasn't a possibility she wanted to consider.

“Princess Luna, you said that this was Fluttershy's dream. If that is the case, and the Incubus is here, then she is in great danger. Thank you for your concern, but I believe that right now, time is of the essence.”

Luna nodded. “We will not be able to act here until we acclimatise to the dream. Thou must pay attention to what occurs; Seek to understand the story that unfolds here, and the emotion behind it. I shall work to lower such resistance as we encounter.”

As the two mares cantered up the path to Fluttershy's cottage, Rarity's mind turned to thoughts of what horrors the terrified, innocent Fluttershy might already be enduring.

“That's right, take my cock you stupid pink slut!”

Rarity stared, frozen in horrified shock. She and Luna had simply passed through the wall of Fluttershy's cottage like ghosts, and the interior had all the warmth and colour of the real thing. One addition, though, that she was certain the real thing had never possessed, was the tableau before them.

Pinkie Pie was weeping and squealing, gagged and tightly bound with her rump raised high. Fluttershy, inexplicably endowed with a monstrous crimson penis, and matching testicles, was mounting Pinkie mercilessly, shaft buried in her butthole. Most disturbing of all, though, was Fluttershy's running commentary — all delivered in the softest, sweetest voice Rarity knew that only Fluttershy possessed.

“Oh, you don't have to pretend, I know you love this really. I'll bet your butt has been just aching for a nice,” Fluttershy punctuated this word with a mighty thrust, “big,” another thrust, “cock to fill you up.” Fluttershy switched to slowly grinding against Pinkie's backside, forehooves wrapped around Pinkie's flanks.

“Really, you brought this on yourself, by being such an attention-seeking whore. I'm sure every stallion in Ponyville has already grown bored with you; You should really be grateful for this attention.”

Rarity snapped out of her daze. She still couldn't grasp what she was seeing, everything about the scene left her brain feeling numb, but she couldn't just stand around watching any longer.

“Fluttershy, stop! For pony's sake, this isn't like you at all — can't you see that some pony must be —” Rarity attempted to grab Fluttershy, to pull her away, but her own hooves passed through the pegasus as though she were a mere trick of the light — “controlling you? Pinkie Pie is our friend. You would never hurt her like —”

“I'm going to cum in your ass, you dumb bitch!” exclaimed Fluttershy, an nasty edge finally creeping into her voice as she cut straight through Rarity's speech, with no indication of having heard her at all. “These balls make so much cum, and, and I, I won't let you spill, ” her words began to falter as her body began to shake. Once again, she punctuated her words with rhythmic thrusting, “a single. Creamy. Drop!” Fluttershy shuddered, her crotch pressed hard against Pinkie's backside as her balls began to unload.

“Princess!” Rarity exclaimed, turning to Luna in horror, “We have to stop this! Can't you do something?”

Luna raised a hoof to Rarity's shoulder. “I know this is hard to watch, dear —”

“We can't just watch, we have to save Pinkie Pie!”

“That is not the real Pinkie Pie. She is just a figment of the dreamscape, I assure you.”

“Do you like that?” Fluttershy's voice cut in. Both ponies turned to see what was happening, Rarity unable to pull herself away. “Do you like the feel of a belly full of my hot, thick, cum?”

Indeed, Pinkie's belly was not merely full, but bulging obscenely, stretching around the ropes that held her fast. Pinkes sobs had turned throaty and thick, and when she coughed chokingly, Rarity saw a thick, white, froth bubble around the ball-gag and down her chin.

Rarity hoped, wholeheartedly, that Princess Luna was correct.

“I guess now your belly's all full, I should really pull out.” At Fluttershy's suggestion, Pinkie Pie wobbled. Rarity suspected she was trying to nod. “Well, I am going to pull out now, but don't worry,” from somewhere out of Rarity's view, Fluttershy pulled a large, heavy-looking butt plug, “I'll make sure not a single drop goes to waste. Clench up tight, now.”

Rarity stared on as Fluttershy pressed Pinkie Pie's butt-cheeks together, pulling her cock out and swapping it immediately for the plug, ramming it home in a single, fluid, movement, and eliciting another wail from her victim. Fluttershy's penis flopped down, softened but still thick, and even longer than Rarity had imagined. Rarity felt a tear trickle down her cheek.

“Princess Luna, ” she whimpered, “do, do we really have to watch this?”

“It is the safest way to enter this dream fully, so that I may confront the Incubus,” Luna's voice was soft and apologetic, “but I cannot ask you to endure such an ordeal. If you wish, I will face the Incubus alone.”

Rarity said nothing, but continued to watch.

Fluttershy had picked up several tissues and wet wipes, and was cleaning off her member. Her shaft throbbed with each stroke, and a trickle of sum dripped from the tip.

“This thing recovers much faster than a normal stallion's. I think I'm just about ready for round two.” Indeed, her shaft was already picking up, readying itself for another go. Pinkie wailed, as Fluttershy continued. “Well, I guess now your ass is all full, it's time I properly fucked your hungry cunt. I'll bet you've been looking forward to this all night.”

Pinkie Pie struggled futilely against her ropes, as Fluttershy flittered up into the air, and drifted in behind. Landing with her forehooves on the top of Pinkie's rump, she took the end of her shaft in her wingtips, and leaned down to grip Pinkie Pie's tail in her mouth.

Her entry was rough. Stopping only briefly to ensure her tip was sunk between Pinkie Pie's folds, she rammed in with all her weight, straightening her back and yanking Pinkie's tail up hard. Pinkie screamed into her gag, eyes screwed up tight as, despite all Fluttershy's efforts, only half the shaft went in, forcing it's way up to the median ring but no further.

Pulling half-way out, Fluttershy grunted and released Pinkie Pie's tail. She shifted forward, pressing her forehooves into Pinkie's back and spreading her hindlegs wider for a better grip. Her second thrust once again faltered at the median ring, but she persisted, slowly pushing through the resistance of Pinkie's pussy until she was able to hilt herself fully inside. The size of her cock made a visible bulge in Pinkie's already bulging belly, and the stomach full of cum stretched at the sides to try and make room for this added bulge.

“How, does that, feel?” she grunted, slowly beginning to thrust in time to her words. “Do you like, the feel, of my cock, you fat cunt?!” Fluttershy was picking up the pace now, the nastiness creeping back into her voice more with each word. “I am gonna make you my cumdump! You're gonna be so full, you won't remember anything but how good it feels to be my cocksleeve, and you'll be too full to even walk! I — I'm just gonna fuck you — over, and over — until — until — oh fuck!!” Fluttershy's speech fell apart as she began to lose herself to the pleasure; Somehow, it seemed, Pinkie Pie's pussy was far more enjoyable than her arse. Either that, or Fluttershy was simply more sensitive the second time around.

Either way, Rarity and Luna watched for several more minutes as Fluttershy continued to thrust, wordlessly moaning as Pinkie Pie wailed. The scene was mesmerising; They watched in obscene fascination as the magical testicles between Fluttershy's legs swelled larger, and larger, until they hung almost to the ground. Both ponies failed to notice as their own bodies became gradually more opaque, instead focussing on Fluttershy's gasping and grinding as she brought herself to a shuddering orgasm.

The balls constricted, their load beginning to unload. Fluttershy hilted, and locked her hindlegs around Pinkie Pie's own. She screamed in pleasure as her audience watched Pinkie's underside swell larger and larger still. The ropes disappeared beneath folds of flesh. Pinkie's forelegs were lifted clean off the ground, and her bulging belly pushed back between her hindlegs, forcing them apart further and slowly wrapping their way around them. Cum-froth spilled down Pinkie Pie's mouth and chin, dribbling out through her nostrils.

When the swelling finally stopped, Fluttershy had been lifted completely off the floor. She clung on for at least a minute more, panting, before lifting herself off the Pink mound beneath her. As soon as her body weight was removed, the butt-plug popped free of Pinkie Pie's rear, unleashing a heavy flow of stock white fluid. As Fluttershy pulled out of Pinkie Pie, a spurt of cum flowed freely from Pinkie's pussy and formed a large puddle on the floor. Still, Pinkie resembled nothing more than a pink blob of over-stretched flesh, with only a hint of appendages attached awkwardly.

“Now then, I suppose I'll have to give you a breather before fucking your face, we wouldn't want you to pass —” for the first time, Fluttershy noticed the two other ponies standing in the room, staring at her.

“Rarity?” She exclaimed in confusion. “Princess Lu… P-princess…” Her ears flopped as realisation turned her expression from prideful cruelty to abject terror in a matter of moments.

“You… you both… were watching…”

She stared down at the pink blob in front of her, cum continuing to pump out of Pinkie's orifices, and continuing to drip from her own, now flaccid, penis.

Fluttershy's squeaks were intelligible to no pony present, though her sentiment was understood well enough.

“Oh fuck!”