The Great and Maternal Trixie

Chapters

Prelude
Chapter 1
Chapter 3
Chapter 4
Chapter 5
Chapter 2

Prelude

Prelude

___________________________________________________________

“Thank you, one and all!” Trixie called out as she finished her show with a large burst of fireworks, lighting up the sky, to the appreciation of the crowd, who clapped and cheered their approval.

I still can’t believe how much easier it is to tell or my ordinary travels, Trixie thought to herself as the display ended and the ponies in the crowd began moving away, each leaving tips in the area she’d designated for those wishing to tip if they’d enjoyed the show. They’re all okay hearing about simple old Trixie than the Great and Powerful. She closed her eyes, smiling. And I have you to thank, Twilight Sparkle

She and the new Princess of Friendship had been exchanging letters not too long after their last meeting in Ponyville and after Twilight had become a princess still.

A small part of Trixie wanted to be jealous of Twilight’s new Alicornhood and princesshood, but at the same time, she couldn’t be happier for the first real friend she’d had.

Once the crowd had cleared away completely, leaving the area empty save her and her caravan, Trixie went over and collected her earnings for the day, before returning to her caravan for a quick dinner and then bed.

She had been here in Saddle Arabia for a few days now and had been met with good fortune in her performances every time. True, there was still the odd heckler, but Trixie past experiences in Ponyville had taught her the humility to not use such chances to show those ponies up... besides, they ended up doing it themselves, and who was she to deny a possible extra bit of entertainment, even if one or two hecklers had been better than her at times.

It wasn’t like she’d ever said she was better than them, she’d even state that when they’d come on stage, thus the crowd were on her side when she failed, yet had put in an honest effort, whilst the heckler simply got booed offstage when they rubbed in their vicotry.

As she reached the door to her caravan, a quick bit of magic making the stage fold in for easy storage, she felt something brush against her back foreleg, causing her to pause.

Glancing back, she saw a piece of paper had blown onto her leg. Using her magic, she lifted it up and examined it.

It was a flyer for a hypnotist/fortune teller by the name of Madame Mysteria. Trixie couldn’t help rolling her eyes at the unoriginal name. The image showed only a pair of eyes over a crystal ball.

Underneath was the caption “Madame Mysteria promises she can make all you problems go away. Combining hypnotism and fortune telling, she can change your life for the better, to what you truly should be.”

Underneath this was an address where to find her.

Trixie rolled her eyes again. She wasn’t normally one to discredit others in a profession that was so similar to her own, not since learning humility herself, anyway, but this just sounded like cow dung. You couldn’t make a pony different and ensure that they became what they are meant to be, you could only try and guide them. It sounded like this Madam Mysteria was saying she could give it to whoever came to her, no in between.

Life isn’t like that, Trixie thought as she rolled up the flyer and went inside, leaving the flyer on her work desk. She’d dispose of it or give it to somepony else tomorrow.

___________________________________________________________

“Trixie, please stop!” Twilight begged as the light-blue unicorn stood over the lavender one, her eyes glowing red with the Alicorn Amulet’s twisted magic.

The mare quivering before her was bruised and battered, her horn shattered to pieces and laying scattered around them.

“Ya already beat her!” the orange Earth Pony shouted, pounding her hooves against the barrier Trixie had put up around her and Sparkle so nopony would stop her.

“You already took her horn away, you monster!” the white prissy unicorn cried, doing the same as the orange pony. “Let her go!”

“MM! MM-MM!” the pink Earth Pony tried to shout, but without her mouth, no words could really leave her.

“No,” Trixie leered down at the unicorn at her hooves. “Your humiliation is not enough, Twilight Sparkle. It is finally time for you to pay! You wronged Trixie, ruined her life. Now you will reap your reward.”

Trixie horn glowed with a fierce light, one the engulfed the hornless unicorn.

The mare screamed, trying to break free.

Trixie’s smirk only grew darker as magic swirled around her horn, building in power.

“Trixie, please—” she begged one last time, but got no further.

Trixie aimed her horn and fired, a torrential surge of magic bursting forth, passing over the other mare—

___________________________________________________________

Trixie screamed, sitting up in bed, panting heavily, her eyes wide with horror.

Her body and bed were drenched in sweat as she shook, wrapping her forelegs around herself. She could still hear Twilight’s scream as the twisted magic had consumed her.

“Why?” she sobbed, screwing her eyes shut as tears trained down her cheeks. “Why do I still keep having these nightmares?”

The nightmares had haunted Trixie ever since Twilight had gotten her to remove the Amulet and turn over a new leaf... and they terrified her.

Even before she’d gone to sleep that first night, she been questioning herself fearfully about what might have happened had Twilight not managed to trick her into removing the Amulet when she did. How far might Trixie have gone? How much more twisted of a pony would she have turned into had she kept wearing and using the evil magical relic?

Her nightmares seemed to want to show her. Every night they only seemed to get worse, showing her more ways in which she could’ve fallen.

Sometimes she dreamed she turned Twilight’s friends into inanimate objects, then used an age spell to make those colts Snips and Snails into stallion and made them raped Twilight, after removing the mare’s horn, before raping her herself, then taking over Ponyville and making Twilight a public fuck mare, for anypony to use.

Other times she would turn all of Twilight’s friends into her own slaves and use them against her.

Sometimes she saw herself somehow overthrowing the princesses, robbing them of their horns and wings and ruling Equestria under a hoof that made Sombra seem like a schoolyard bully.

And other times... she killed. She would brutally and slowly murder anypony, whether they be Twilight, Twilight’s friends, ponies who had laughed at her after the Ursa Minor incident or even those ponies from that rock farm she’d had to work at, even resorting to cannibalism, the worst being when she'd consume a pony whole, leaving them to die a slow, agonizing death as they were digested within her.

She whimpered, curling herself into a ball. But the worst dreams were like tonight’s, where she would brutally harm Twilight, over and over, before finally killing her in a way that, to the outside eye, was fast and painless, but as Trixie horrifyingly knew, was slow, drawn out and worse than any pain a living creature should know can be inflicted upon another.

As she sobbed, a breeze blew through the small open crack in her window and Trixie heard a shuffling sound.

Opening her eyes and lifting her head slightly, Trixie saw the flyer for Madam Mysteria floating up into the air.

Using her magic, she grabbed it and pulled it over. She spent several long minutes, just staring at the paper, weighing the options in her mind.

“If there is even the slightest chance she can use her hypnotism to rid me of these horrid nightmares,” Trixie murmured to herself, slowly pushing herself up, out of bed, “Trixie supposes she can humour her, at least.”

Not too much later, Trixie stood near a small tent set up toward the outskirts of an alley.

She glanced around uncertainly, not feeling comfortable about the area she was in. Something about this area just put her on edge and she didn’t like it.

She took another look down at the flyer, before looking to the tent. Yep. This was the address.

“Well, nothing ventured, nothing gained,” she murmured to herself before walking to the tent, lifting the flap and walking inside.

Sitting at the small table in the tent was a mare. She was wearing shales and silks in the popular Saddle Arabian style. Trixie couldn’t make out much of the mare’s appearance aside from a few bits of her fur that stood out. It was pink, like a blending of Pinkie Pie’s fur colour and Fluttershy’s mane colour.

She could not make out the mare’s other features, them being covered by her clothing attire. Even her Cutie Mark was hidden from view.

“Come, child,” she said in a low voice, laying her hooves down by the crystal ball in the centre of the table. “Tell Madame Mysteria your woes.”

Trixie hesitated, before moving closer and sitting on her flank as she looked at the other mare. Her eyes were clear through the shale. They were purple and looking intensely, yet calmly at the other mare.

“Can... can you use hypnotism to ride Trixie of her nightmares?”

Madame Mysteria held up a hoof, before moving her hooves over her crystal ball.

“Ah, yes,” she said, nodding slightly. “I see great struggles in your life. Pains you have done you best to overcome.”

Trixie nodded, though she wasn’t quite buying it yet. Anypony could have guessed that. It didn’t mean this pony could see the future or anything like that.

“I see a lavender mare who caused everything you worked hard for to crumble before you.”

This caused Trixie to straighten up. She had learned nopony knew of her here in Saddle Arabia, so nopony should’ve known about her connection to Twilight Sparkle.

Then again, she could have chosen lavender on a guess.

“This mare not only showed you up once, but tricked you again, with no use of magical talent like your own.”

Trixie gulped. Okay. That was a little closer. But there was no way that this mare could guess—

“A mare who now is a princess, with her own castle,” Madam Mysteria’s voice cut into her thoughts.

Trixie’s eyes widened. Okay. There is no this mare could’ve guessed that. Nopony aside from those in Ponyville even knew of her connection to Twilight Sparkle.

“Am I wrong?” Madame Mysteria asked, looking at to Trixie for the first time in a while.

Trixie slowly shook her head.

“Very well, then,” the shale-wearing mare said, leaning forward a little. “What can Madame Mysteria help you with, young mare?”

Trixie looked down. “Trixie keeps having horrible nightmares. She- I mean I did something horrible once and if that princess hadn’t stopped me when she did... I’m scared of what I might have become.”

The other mare merely nodded and indicated for her to continue.

“Trixie has turned over a new leaf since then. Her shows are all honest and true and ponies seem to love them more than her— my show’s that were lies. But, every night, every one, I have nightmares about what might have happened had Spark— the princess not stopped me when she did and they terrify me. Can... can you help me?”

Trixie thought she could see an upturning of lips through the Madame Mysteria’s shale. “Yes, my child. I can help you. I promise that, once everything is finished, you will not fear how far you could have gone with that time before the princess stopped you, nor will you have nightmares about such a thing either.”

Trixie sighed with relief, failing to notice the glow beneath the area on the forehead of what who she thought was an Earth Pony or regular Saddle Arabian.

___________________________________________________________

Madame Mysteria sneered as she saw the vacant expression beginning on Trixie’s face. After a few moments, the hypnosis spell had finally taken full effect and Trixie was ready for her mission.

“You really were too easy, Trixie Lulamoon,” she said, pulling back the shale on her forehead, revealing a unicorn’s horn.

She leaned down under the table and pulled out a box, opening it and placing it in front of Trixie, before taking the item within out and putting it in the mare’s outstretched forehooves.

It was the Alicorn Amulet.

“Now to make sure Twilight Sparkle and her friends never interfere with my plans again,” she sneered, looking directly into Trixie’s eyes. “Trixie, you are the most amazing, greatest pony to ever live.”

“I am the most amazing and greatest pony to ever live,” the mare replied in a monotone.

“You deserve so much more than simply being a showmare,” Madame Mysteria went on.

“More...” Trixie repeated, nodding slightly.

“You deserve to be admired by all of Equestria,” the mare scowled. “But that can’t happen, not now that that Twilight Sparkle has shown you up, twice.”

Another nod.

“And worse, even though she is nowhere near even the slightest bit a amazing and brilliant us you, Trixie, she is the one that became a princess. She is the one who gets to have her own castle. That should be you, not her! She does not deserve what is rightfully yours.”

“Rightfully... mine...”

The leer was clear through the mare’s shale as she leaned closer to Trixie’s face, holding Trixie’s chin with a hoof. “Twilight Sparkle and her friends, they are loved and worshiped by all of Equrstria. That’s not fair, is it?”

“Not... fair...”

“But... if they were your children, you would be famous for being the mother of the six ponies everypony worships, which, in itself, is something nopony but you deserves to be worshiped for.”

“Nopony... but me...” Trixie’s head lulled to the side a bit as Madam Mysteria removed her hoof.

“Make those six ponies your daughters and the world will finally worship you, as it is meant to be.”

“Meant... to be...” Trixie said, her head nodding as she kept nearly falling completely asleep.

Madam Mysteria cackled softly. “Now, go and take what is rightfully yours!” she shouted as her horn flared

___________________________________________________________

Nine Days Ago, Zecora’s Hut

The zebra was just settling down for the night, pulling her covers over her, when a loud knocking came from her door.

Zecora sat up in bed, frowning.

Getting up, she walked over to the door and opened it, saying, “Who comes to me at this hour? As you have prevented my sleep, you will find my mood to be quite sour.”

Standing before her was a cloaked figure, their face hidden under the darkness of their hood. A sneer appeared through the hood’s darkness and Zecora’s realized too late opening her door had been a mistake.

The zebra was thrown back inside, slamming against the wall of her hut, slightly winded by the force. Her body was surrounded by a light-blue magical aura.

The cloaked figure stepped in, a glow coming from the horn under her hood, yet not giving enough light for Zecora to see her attacker’s face. “I heard you have the Alicorn Amulet?” it was a mare. She growled. “Give it to me!”

“That evil item you shall not acquire. If you did, the results would be indeed dire,” Zecora replied.

The cloaked figure groaned in annoyance. “Fine. I guess we’ll do this the hard way.”

Zecora cried out as she was thrust into the air and slammed into the ceiling, before being brought down onto the floor, before returning with the same force back to the wall she had been pressed to prior.

“Give me the amulet, or at least tell me where it is, or I’ll end your pathetic life,” the cloaked figure said, no hint of a bluff in her voice.

“Do what you will to me, I shall never tell you, don’t you see?” Zecora winced as the bruises from her rough handling ached.

“So, you won’t tell me, even to save your own life?”

“Your assumption is, indeed, true,” Zecora gave her a firm expression. “I shall never reveal its location to you.”

That sneer appeared under the cloak. “And what about a certain little yellow pony? Will you do it to save hers?”

As she spoke, a cloth bag that was moving hovered into the hut. It opened and a yellow Earth Pony filly with a red mane and tail, wearing a pink bow in her hair floated out, hogtied.

Zecora’s eyes widened in horror. “Don’t you dare harm Apple Bloom or I swear, I will be your doom!”

The figure chuckled. “Like you can stop me? Now, you’re going to tell me where you hid that amulet or else...”

The filly lowered and stopped, hovering in front of the cloaked mare, staring at Zecora with her amber eyes filled with fear and lost hope.

The cloaked mare chuckled, leaning her front hoof forward and began rubbing against the younger pony’s marehood.

Apple Bloom cried through the magical tap around her mouth, tears beginning to pour down her face.

“Leave her alone, you wench!” Zecora snarled, struggling to move against the magic binding her. “Leave, freeing our land of your dark soul’s stench.”

The mare just chuckled, increasing the pace of her molesting, to which the filly sobbed and moaned. “I’ll let her go... if you tell me where the Alicorn Amulet is.”

Apple Bloom looked to Zecora with a new expression. It was one that told her not to tell this mare what she wanted, no matter what.

“Oh ho. Isn’t that cute. She’s being brave. Well, I’ll soon fix that.” The mare’s horn glowed brighter for a moment, before a popping sound occurred and the filly cried out as something hard and hot pressed against her molested nethers.

Zecora’s eyes widened further and her struggled increased in pace. “Do not dare, you harlot or I shall spill you inner scarlet!”

The mare merely laughed, rubbing her new member harder against the filly’s lower lips, causing the smaller pony to renew her sobbing.

“If you don’t tell me, I will do it, zebra. I have no qualms with it. After all, I won’t be the one ponies think raped her.”

Zecora’s eyes narrowed. “Explain what you mean, mare whose heart and mind are unclean.”

The mare chuckled coldly. “I used my magic to make my cock and what will come out of it match you, zebra. Anypony will think you used your zebra magic to do this to her.”

“N-No they won’t!” the young filly declared, clearly trying to be brave. “E-even if we can’t tell nopony, I-I’ll just wash it all out. Nopony will ever know!”

The chuckle became darker. “Once you start showing they will.”

Zecora’s eyes widened in absolute horror.

“Oh, yes,” the mare leered, before the filly moaned as the mare’s blue aura surrounded her nethers. “I’ve just cast a spell that now means this filly can not only get pregnant despite not yet having had her first heat, but it will happen at once, even from just a single drop of sperm, even from an infertile stallionhood. And the best bit, she won’t be able to tell anypony I did it, only the one whom the sperm matches, which’ll be you, Zecora. So, what’s it going to be? Will you give me the amulet, or...” she pressed harder and the filly cried out, her eyes wide with panic at the thought of becoming pregnant at her age, “will you give up this filly’s innocence?”

Zecora stared unable to look away, until she finally did, nodding. “I will show where the amulet is hid, just do not harm the kid.”

“Do you swear on the spirits of your homeland?” the mare asked, pressing that little bit harder, almost pressing the lips apart, causing the filly to scream in terror.

Zecora growled and nodded. “On the spirits of my ancestors I do say, I shall not break my word this day.”

“Good,” the mare said, almost cheerfully and pulled away from the filly, her member vanishing.

Zecora was lowered to the floor and released from the magical hold that had been holding her.

She walked over to one of the walls, waved a hoof over it and murmured a few words.

The wall flashed with a golden light, before a small square opening appeared in the wall. Inside the opening was a small wooden box.

Before she could respond, the box was taken in the mare’s blue aura and zipped through the air over to her, before Zecora found herself unable to move as magic held her in place again.

“First, I’m going to see if this is the real deal,” the cloaked mare said, opening the box to reveal the red gem surrounded by a unicorn had and Pegasus wings.

She lifted it up in her magic and placed it around her neck. At once her eyes and aura flashed red and her leer darkened.

“Oh, yes. This is the real deal alright. Also, sorry, but neither of you will remember this night.”

There was a flash of red light and both ponies dropped to the floor, unconscious, all traces of their encounters removed from their memory.

Smirking, the mare removed the amulet from her neck, placing it back in the box, before stashing it in her cloak. She then removed the rope hogtying the filly and left, closing the door behind her. She had a train to Saddle Arabia to catch.

___________________________________________________________

Trixie blinked, looking around. Why was she standing in an alley? And what was she holding?

Looking down, Trixie gasped as she saw the Alicorn Amulet in her hooves. At once memories of her failures in Ponyville sprang to her mind filling her with anger, which was only fueled further when she remembered that pathetic excuse for a pony princess had been sending her letters, telling her all about her wonderful life.

Trixie cursed Twilight Sparkle’s name. It was Trixie who deserved all the praise and adoration from the ponies of Equestria, not that bookworm of a pony.

She and her perfect friends, the country bumpkin, the crazy pink pest, the prissy unicorn, the spineless Pegasus and that arrogant other Pegasus.

All six of them were adored by Equestria. She deserved it, not them. She’d struggled and worked hard and gotten nothing, while they got lucky and were praised by all, even the princesses.

“Well, not anymore,” Trixie said, affixing the Alicorn Amulet to her neck, her eyes flashing red. “Trixie will take back what is rightfully hers. And, if Trixie cannot be praised for her own actions,” she turned to head back to her caravan, a sinister grin on her face, “she will be praised for being the mother of those six ponies instead.”

Author's Note

Hoo-boy. This is gonna be an interesting one.

Now, don't worry. there will be no more mentions of rape being implied to happen after this chapter. the antagonist just needed a reason strong enough to force Zecora to do as she wish.

All you have to worry about now is the graphic descriptions of ponies in another ponies womb. :pinkiesick:

Chapter 1

___________________________________________________________

“Okay, Twi. We’re all here. What’s the big emergency?” Applejack asked as the six of them sat on their thrones in the map room.

Twilight levitated a piece of parchment up. “I only just found this among my other letters. It’s an urgent message from Trixie.”

“What could she have to say that’s so urgent that we had to come here so late at night?” Rainbow Dash grunted, folding her forehooves. "There's an Everfree storm happening in a few minutes, Twilight. You'd better let us bunk here for the night and next couple days, til it blow over."

"I'm sure Twilight is well aware of the weather, Rainbow Dash," Rarity said, huffing. "And I'm sure she would be perfectly willing to over a room, despite your rude behavior."

“Dear Twilight Sparkle,” Twilight read to stop the fight before it started. “I'm writing because you mentioned in one of yours letter a pony named Starlight Glimmer.”

This seemed to grab all their attention, even Rainbow was now staring wide eyed, wanting know why Trixie would start a letter with that.

“What does she say, darling?” Rarity asked, fidgeting as she remembered the feeling of the Cutie Marks Starlight had enforced upon them.

“She says that she spotted a pony who vaguely matched my description of Starlight Glimmer in Saddle Arabia, though she couldn’t see her Cutie Mark.”

“Well, seeing as Starlight fooled all those ponies into think she didn’t have her Cutie Mark, just like them, couldn’t she have hidden it from Trixie, too?” Fluttershy asked quietly.

“My thoughts exactly, Fluttershy,” Twilight nodded, before looking back at the letter. “There is something odd, though.”

“Ooh, ooh, ooh!” Pinkie cried, her hoof raised and bouncing in her seat. “Is it that Trixie’s letter smells of bubblegum? Or is it that she didn’t tell you in person? Or maybe—?”

“According to the sending date, Trixie only sent this letter today.”

Everypony blinked, confusion on their faces.

“Ah know the post is reliable,” Applejack said slowly, “but Ah know it ain’t that fast a letter from Saddle Arabia could get ta Ponyville in less than a day.”

“Yeah,” Dash said, raising an eyebrow. “She’d have had to have been really close to send it and it reach you that quick.”

“Or maybe she is right here.”

There was a flash of red light and suddenly Trixie was standing on the table of the map.

Everypony jumped in surprise, before Pinkie cheered, “Good one, Trixie!”

“Thank you, whelp,” Trixie sneered. “You are right to give Trixie praise. It was easy to fool Twilight Sparkle. Trixie knew if she mentioned that Starlight Glimmer, Sparkle would ignore all other senses of reason.”

“Whelp?” Pinkie cocked an eyebrow. “I’m not a whelp, I’m a pony.”

“F-fool?” Fluttershy whimpered.

“Sweet Celestia!” Applejack cried, leaping up to the top of her throne, her eyes wide. “Look around her neck!”

Before anypony could do as advised, they were each grabbed and held in a red aura and moved to all face Trixie.

“Oh no,” Twilight gasped, her eyes falling on the red jewel around the unicorn’s neck. “Trixie, what are you doing with the Alicorn Amulet?!”

“Taking what is rightfully mine, Sparkle!” she growled, before they were all consumed in a flash of red light. When it faded, they were inside Twilight’s bedroom.

“Wh-what’s she going to do to us?” Fluttershy whimpered, holding onto Rarity.

“So this is your new room, Sparkle?” Trixie asked, looking around at the velvet curtains and lush four poster bed in annoyance. “This is too good for you.”

“Trixie, what in the hay is wrong with you?” Rainbow Dash shouted, struggling against her magical binds. “I thought you and Twilight were tight now.”

“Tight?” Trixie snarled, stepping towards the bound Pegasus. “Sending Trixie letters, telling her how wonderful her life as a princess is? About how she is happy with all her friends, living cusy lives here in Ponyville, whilst Trixie has to struggle to make sure she gets three meals a day?!”

“Uh... I guess?” Dash asked nervously.

Trixie stomped a hoof, then moved away until she was at the bed. “Trixie is tired of being out-shadowed by you, Sparkle.” She turned and glared at the other ponies as well. “All of you! There is nothing you do that another pony couldn’t; that Trixie couldn’t do if she barely tried! But while Trixie is shunned for trying her hardest and not doing it right, you all barely lift a hoof and all of Equestria treats you like Gods!”

“Really? You mean ponies have made temples to worship us?” Pinkie asked.

“Not helping, Pinkie!” Applejack and Rainbow said in unison.

Trixie sneered. “So, since Trixie can’t be praised for her own skills, she will be praised for being the mother of the six most famous mares in Equestria.”

It took several moments before Rainbow, Pinkie and Applejack burst out laughing.

“Be my mother?” Dash cackled, wishing she could shake her head. “Yeah, right.”

“Just cos Ah ain’t got a livin’ mama no more don’t mean I’m gonna let you be mine, Trixie,” Applejack chortled.

“Plus, how can you be our momma when we’ve already got mommas?” Pinkie asked, somehow cocking her head despite the magic holding her. “We’re not even related. You’d need to have popped us out of your putter to be our momma.”

Trixie’s sneer grew deeper. “Trixie knows.”

Those two words stopped the cheery mood that had just risen, for an eerie chill to fill the room.

“Wh-what exactly do you mean, darling?” Rarity stuttered, uncertainty in her eyes.

Trixie’s horn flared, red magic flashing forward and engulfing the six mares. Their eyes all widened in horror as they began shrinking.

They were getting younger. They each squirmed in vain as their manes grew shorter, their hooves got smaller and their Cutie Marks disappeared.

“Momma Trixie will teach all her little whelps how to truly be Great and Powerful,” she said, wearing an evil grin.

Once they’d all shrunken down to the age she wanted them to be, she sealed them all in a bubble of red magic, all aside from the pink one, who’s mane and tail had gone flat as she flailed in Trixie’s grasp.

“Twixie!” Twilight cried, staring at her hooves in horror. “What haw yoo done?!”

Trixie glanced up at her, frowning slightly. “Hmm. You should not be able to talk.” She shrugged. “Maybe once you are reborn you will speak like normal foals.”

All their hearts stopped for a moment at that last word, Pinkie even went still, her eyes wide.

“We-webown?” Fluttershy trembled. “Wh-what does she mean?”

Trixie smirked. “Let Momma Trixie show you.”

She walked towards Twilight bed and propped herself up on her forelegs, exposing her marehood to them.

They all cocked their heads in confusion, until she levitated Pinkie Pie over, turned her around to face her friend, them brought her to her marehood’s lips.

Pinkie Pie cried out in horror as she felt her hind legs pulled by a sucking force, before she felt them sinking into the mare behind her.

All the girls screamed as they realized what Trixie was going to do.

“Don’t worry, little whelps,” she said as Pinkie reached half way inside of her, staring over her shoulder at the unicorn in utter horror, “it’s nice and cozy inside Momma Trixie’s belly.”

“Pinkie!” the other cried, as their friend looked back at them with pleading eyes as her face disappeared between Trixie’s folds.

Trixie shivered as her belly grew out a bit once the pink pony had settled inside of her. “Trixie hopes it feels just as good on the way back out.”

Rarity fell to her stomach on the bottom of the magic bubble and began to wail for Pinkie Pie. Applejack just stared in horror. Fluttershy was trying desperately to dig through the magic bubble. Twilight stared at Trixie, trying to fathom why she just did that. And Rainbow Dash... was sucking on her hoof?

Applejack and Twilight, the only two managing to keep a little sense, looked to her, wondering why she was so calm.

“Whoops,” Trixie said, grinning. “I think I regressed that one’s mind as well as her body. Oh, well. It’s not like she’d have still had it after she’s born.”

“What?” they both cried, joined by Fluttershy. Rarity was still wailing like a real foal, banging her front and back hooves against the bubble.

Trixie scowled. “Argh! I can’t take that noise anymore!”

Rarity sank through the bubble, coming out held in Trixie’s magic and was pulled over, before she was thrust head-first into the folds that had taken Pinkie.

The three friends stared in horror whilst Rainbow took to sucking on Applejack’s Stetson, as they watched Rarity’s flailing back legs, hearing her terrified wails as Trixie’s inner walls pulled her in.

She repeated this with Fluttershy, letting her watch as her friends faded from her sight before Trixie’s fold consumed her head. Applejack soon followed, going in head first whilst Twilight had no choice but to watch as her friend vanished into Trixie, all the while Rainbow sucked upon the Alicorn’s tail.

"Wiggly little hooves are suck fun!" Trixie moaned as Applejack's legs flailed around as she was pulled deeper into her folds.

Of all the days for Spike to be having a sleepover at Scootaloo’s house with the other Cutie Mark Crusders! Twilight thought frantically as Rainbow was pulled out of the bubble and carried over to Trixie’s waiting lower lips. If only he was here, he could warn the princesses and they could save us!

Once Rainbow Dash had vanished head-first into Trixie, having put up no fight due to her foal mind not understanding, the bubble popped and Trixie pulled Twilight over in her magic.

“You, I saved for last, Princess Sparkle,” she sneered.

“T-Twixie, peash...” the Alicorn foal begged, tears streaming down her face. “D-don’t do dis. I tought we wewe fwiends.”

Trixie gave a warm small, lifting a hoof and holding the trembling foal’s chin. “We’re more than just friends, Twilight Sparkle.” She turned around so that her tail was facing the window, her now distended stomach laying comfortably on the mattress of Twilight’s... no, her bed. “We’re family.”

With that, Twilight was turned around and brought to Trixie’s lower lips, just like all her friends, her legs being sucked in at once. As she was pulled inwards and felt Trixie’s inner walls rising up her body, Twilight looked out at the Luna’s beautiful starry night sky being covered by dark storm clouds, fearing it would be the last time she ever saw in, before the sky vanished to be replaced by pink fleshy walls.

For a few moments Twilight traveled backward, seeing more fleshy pink wall moving away from her, before they closed off too by darkness.

At once Twilight could hear the panicked voices of Applejack and Fluttershy.

She lit her horn and glanced over her shoulder and saw her friends, all tightly packed into what she realized with horror was Trixie’s womb.

Pinkie Pie was laying on the bottom of the womb, sound asleep. Rarity was just next to her, her head facing Pinkie’s rear, lying on her back. Fluttershy’s back was pressed up against the wall of their fleshy prison, Applejack just in front of her, both looking equally terrified. Dash was asleep, like the first two, her mouth now sucking on Twilight tail, drool dripping down it.

“We-we godda get oudda hewe!” Twilight cried, pressing her front hooves against the barrier blocking off where she’d just come in from, but it was sealed tight.

A scream from Fluttershy, followed by Applejack made Twilight glance back again, only to wish she hadn’t as fear coursed through her little foal body.

Attached to Pinkie was what looked like a fleshy cord that attached to where her bellybutton was. Following it, Twilight saw it trailed down, coming up from the bottom of the fleshy floor.

It took a second for it to process through her already panicked mind. It was an umbilical cord! Trixie seriously meant to become their mother, biologically, by giving birth to them.

She and the other two cried out as they saw another fleshy cord spring out from the floor, fling over to Rarity and attach to where her bellybutton was, blending into her flesh so seamlessly that you wouldn’t have known unless you’d watched it happen, which they just had.

Fluttershy and Twilight almost deafened Applejack as a cord shot up and connected to Rainbow Dash.

“No, no, no, no, no!” Fluttershy sobbed, before wailing as she saw another cord shoot up, it ends turning towards her. “I do’ wan’ Twixie as my mommy!”

The cord shot forward, merging to Fluttershy. The foal wailed for a few more moments... before she closed her eyes and fell asleep.

“Twi!” Applejack cried in alarm as another cord shot out and slowly turned to her. “Tewepow us out, now!”

Twilight lit her horn, preparing the spell she could use almost like second nature these days, only for her eyes to widen in horror. Her magic wouldn’t do more than light her horn. Something was blocking it.

“I can’!” she wailed, shortly followed by Applejack’s wail as the cord shot out, connecting to her and merging with her, before the Earth foal’s eyes drooped and she joined the other four in sleep.

Twilight turned to the floor as she saw a sixth and final cord shoot up and turn to face her. it shot forward, but Twilight had enough room to move just far enough to her right to avoid it reaching her bellybutton.

Her victory was very short-lived, however, as she ended up pressing herself right against the walls that held her and the now five sisters prisoner.

The cord shot back before she could readjust her position, latching onto the spot where her bellybutton was.

Twilight eyes widened in horror and she shuddered as she felt it merging with her flesh, binding her to Trixie, making the unicorn her new mother.

Unlike her friends, as an Alicorn, Twilight was more in tune with magic, being the Bearer of its Element and all and felt her magic becoming one with the mare within whom she was now trapped.

She shudder as she realized she could feel Trixie's magic within the mare’s body flowing around her, could feel Trixie’s heartbeat and that she was losing consciousness.

“Cewestia...” she murmured as her eyes closed and she drifted to sleep along with her new sisters, “hewp us...”

___________________________________________________________

Trixie sighed as she felt Twilight Sparkle enter her womb and rubbed her belly gently, a warm smile on her face. Soon she would be a mother and have six Great and Powerful daughters.

She giggled as she felt a heavy thump against the entrance to her womb. “Not yet, my little Sparkle. You aren’t ready to leave Momma yet.”

After a few moments she could sense the presence of six heartbeats in time with her own. Her six daughters were now connected to her. All she had to do was wait until morning and she would give birth.

Settling down on the bed, Trixie closed her eyes and drifted off to sleep, to dream of the new family she would have when she awoke.

As she slept and her body adapted to care for foals, her teats filling with milk to feed her young, however, something Trixie had not anticipated occurred within her.

Though Twilight now slept, her memories of her past life fading away like a dream, her magic and Trixie’s started to become one. But, the pure Alicorn magic within Twilight Sparkle’s little foal body, sensed something wrong with Trixie’s magic. Something else was trying to merge with the Alicorn along with Trixie’s magic.

It sensed this magic would harm both Twilight, her new mother and the five other lives now relying on the body that housed them.

Sensing this, Twilight’s Alicorn magic lashed out, seeking the core of Trixie, her true magic. Once it found it, it surged into it. The surge spread throughout Trixie’s body, shielding all but her mind and irises from the foreign magic’s effects.

As Trixie slept and the true Alicorn magic merged with her own, her body glowed with a fierce white light. When it faded, no longer did a now heavily pregnant unicorn sleep on that bed. Instead, rested a light-blue Alicorn, with light-blue feathered wings.

Within Trixie’s womb, her new Alicorn magic washed over the six infants sleeping soundly. They too glowed with light, changing as had their new mother, while also providing them with the energy to keep them safe without the natural fluids a womb would normally produce when a mare was with foal.

Author's Note

*shudders*

Seriously, even thinking about this was creepy, but writing it?

*shudders again*

So, Trixie is now the Mane Six's mother and she'll give birth to them in the morning. Wonder how she'll react to the little surprise one of her daughter's has unintentionally given her.

Chapter 3

___________________________________________________________

“Man, what a storm,” Apple Bloom said as she, her fellow crusaders and Spike made their way along the path leading to Twilight’s castle.

“I know, right?” Scootaloo said as she slowly followed the others on her scooter, her wings buzzing slowly. “I mean, I know Everfree storms don’t work on a schedule like normal weather, but a whole week?”

“I don’t see why you’re complaining too much,” Spike said, shrugging. “You girls got to spend four days away from school and I didn’t have to do any chores for the same time... aside from what Scoots’ foal sitter made me do,” he frowned at that, folding his arms. “I’m all for helping ponies, but she made them annoying as hay.”

Sweetie Belle and Apple Bloom’s ears drooped as they looked to their Pegasus friend, the former asking, “You really have to deal with her all the time?”

The orange filly pouted, looking down. “Yeah. With Mom and Dad always away because of work, she's always there. She’s not bad, really. I just don’t get along with her.”

“Would explain why that’s the first time we’ve ever had a sleepover at yer place,” Apple Bloom nodded.

As they reached the door, Spike pushed it open and stepped aside to allow the fillies passage.

As soon as he closed the door, a shout made them all jump.

“Get back here, Raintri— I mean, Rainbow Dash!”

A small cyan blur shot past them through one door, followed by a running mare of similar colour. She hurried past the three fillies and dragon and was gone before they could really figure out what had just happened.

“Was that... Trixie?” Spike asked, blinking.

“Did... did ya’ll see wings on her?” Apple Bloom asked, her head cocked to the side.

“Um, is this some new trick she’s working on?” Scootaloo frowned, scratching her head.

“Gaba dayaba!”

They all turned at the sound of babbling, only to duck, pressing themselves against the floor as four small cyan pegasi flew towards them. The little ones flew over, giggling.

Spike looked up and spotted another cyan pony hiding behind an entrance. From a first glance it was clearly a filly, however, what threw him off were the wings he could clearly see at her sides and the horn poking out of her mane.

“An Alicorn foal?!” he cried, his eyes wide.

“She’s not the only one!” Scootaloo’s shocked cry caused him to look up and his mouth drop open.

The four cyan ponies from before were also foals and, like the one that was hiding, they had wings and a horn two. Though, now that he looked closer, one of them wasn’t cyan. She was white. And her mane was... was...

“Rarity?!” Sweetie Belle cried, her eyes wide at the little white Alicorn.

At the mention of her name, the foal stopped in place and hovered, looking down at the white filly.

“Oh, for Celestia’s sake!” they all turned to see Trixie walking towards them, a cyan Alicorn foal in her magical grip, the mare’s wings fluttering in agitation.

It was the wings part that caused the three young ones to stared at her with wide eyes.

“Oh,” the cyan mare said, seeing the four, her ears falling back. “Right. Okay. This... happened way sooner than I had time to prepare.”

“Pike!” a small voice called out and Spike grunted as something landed on his back.

Glancing over his shoulder, he saw it was one of the cyan foals. She was looking at him with a big smile on her face.

“She... she remembers you?” Trixie’s eyes widened, a light appearing in them, before her whole body sagged and she sighed. “Oh, thank Celestia. Maybe there’s hope, after all.”

Spike managed to get up, the little foal happily hugging him, and he turned to the Alicorn, a confused frown on his face. “Trixie, what in Equestria’s going on? Who’re these foals? Why does that one look like Rarity? How come this foal seems to know me? Why are they all Alicorns? For that matter, how’re you an Alicorn?!”

Trixie sighed, her horn glowing and the remaining flying foals being pulled over to her and settled onto her back, where they joined the foal she’d gone chasing after. “It’s a long story, Spike. One I’m ashamed of.”

The little drake frowned. “Talk.”

Trixie turned and walked over to where the one foal that hadn’t moved was hiding. She bent down and nuzzled her, coaxing the little one out, before levitating the shy foal onto her back to join the others there.

“It... might be easier to explain somewhere else. Let’s go to the library.”

___________________________________________________________

“WHAT?!” the crusaders all cried, their eyes wide. “YOU TURNED MY SISTER INTO YOUR ALICORN BABY?!”

Trixie sighed, glancing to her right at the six foals playing around in the magically sealed playpen, either play wrestling, playing with the toys in there, or watching the older ponies and dragon with confused interest.

“How did you even get the Amulet?!” Spike asked with narrowed eyes.

Trixie sighed again, looking away. “I honestly have no idea, Spike. It’s like I told you: I was in Saddle Arabia for a show and went to a hypnotist to cure me of... Well, let's just call them nightmares... but, when I came out of the trance she put me in, I couldn’t remember any of the happy parts of being friends with Twilight. I felt like I did when I first returned to Ponyville with that damned amulet. I wanted revenge and, for reasons I still don’t understand, thought turning them all into my foals would be perfect.”

“How do you even do that?” Spike asked, an eyebrow raised in confusion.

Trixie shook her head, shuddering. “It’s too horrible to say Spike. I didn’t even know such spells existed, but the amulet did. It knew, and it gave me the knowledge of the spells to use them... resulting in this.” As she finished, they all looked to the playpen and the six foals within, before slumping. "I was lucky I snapped out of whatever had its hold over me after I took off the amulet."

“But... what about yer wings?” Apple Bloom asked after several minutes, pointing to the feathered appendages. “How’d ya’ll get them?”

Trixie snorted, looking away in self disgust. “Under the influence of the amulet, I thought it would because I’d gone and made myself mother to the six most important ponies in history.” Her eyes fell on little Twilight and softened a little. “However, over these four days of being stuck in the castle, I think I have a theory.”

“Well, tell us then!” Scootaloo demanded, slamming her hooves on the table. “What turned you and our sisters and friends into Alicorns?!”

Trixie looked at Twilight, a very small smile forming on her lips. “It was Twilight.”

“Huh?” the four said, cocking their heads.

Trixie looked to them, before lowering her head. “Whilst I was... well, for a better word ‘pregnant’ with those six, I was still wearing the Alicorn Amulet. It’s magic was feeding into me, corrupting me. But, Twilight and the others were all connected to me as all foals are their mother. Her magic must have somehow sensed the danger the amulet’s magic posed to the seven of us and reacted. It separated my magical core from the influence of the amulet and, by doing so, turned me into an Alicorn.”

“That doesn’t explain why the other ponies all became Alicorns, or why all but Rarity now look like you!” Scootaloo countered, thrusting a hoof in Trixie’s direction.

“Actually, that makes a lot of sense,” Spike said matter-of-factly. “During Trixie’s change into an Alicorn, the magic was surging through her and, all so vulnerable due to being regressed, Twilight and the others were turned into Alicorns too and their coat and manes changed to match her as she was seen as their birth mother, the only template they could work off of.”

There was a long silence.

The little drake glanced the four ponies, who were all staring at him with wide eyes and open mouths.

“What?” he shrugged. “I’ve lived with Twilight my whole life. You honestly think I wouldn’t pick up some things during that time?”

The four ponies glanced at each other, before slowly nodding and they all lapsed back into silence.

After a while, Sweetie Belle looked to the foals, specifically her now baby Alicorn sister... or maybe half-sister, before looking to Trixie. “So, what now?”

Trixie looked to the filly, before sagging. “I’m not really sure.”

Spike frowned, looking down.

“Sumthin’ wrong, Spike?” Apple Bloom glanced to the dragon, before chuckling darkly. “Well, ’sides from our sisters, Twi, Pinkie and Flutters bein’ turned into foals, anyway.”

Spike looked to Trixie. “This Madame Mysteria pony. You said she said that once finished, you wouldn’t fear how far you could have gone with the last time you had the amulet, or have nightmares it either”?”

Trixie nodded again, slight worry coming over her face.

“What are you getting at, Spike?” Sweetie Belle asked, looking confused.

Spike looked to the foals, specifically Twilight, before looking back to Trixie. “Well, whoever she is, she must have wanted Trixie to do this.” he looked around at them, his face firm. “Think about it. Trixie went in to that tent to have her nightmares taken care of, and instead, she suddenly finds herself alone, unable to remember she’s friends with Twilight now and comes to Ponyville to make herself greater by becoming the mother to the Bearers of the Elements of Harmony. Trixie wouldn’t just fall that far so suddenly for no reason.”

To the shocked expressions of the others, he looked to Trixie, giving her a sympathetic and slightly sheepish smile. “I... kinda read your letters to Twi sometimes.” He then held up his claws. “Only a few times at first, though. I didn’t exactly trust you at first, after all, but, after reading some o your letters, I saw Twi was right. You are a good pony; you just made some bad choices.”

Trixie chuckles darkly. “Yeah. And my latest bad choice was trusting that hypnotist.”

After a pause, Spike cough, bringing all attention to him. “So... we should probably tell the princesses about this.”

Trixie’s eyes widened in horror. “Are you crazy?!” she cried, standing up, her front hooves on the table. “I went and turned Equestria’s six greatest heroes into babbling babies, one of whom is a princess.

Worse! I turned them into my own children and somehow turned myself into an Alicorn in the process. Do you have any idea what the princesses will do to me when they find out?! I shudder just thinking about it! And what about their families?”

She shuddered again, turning to the fillies.

“I know you’re all willing to forgive me, but what about your brother and grandmother?” she pointed to Apple Bloom, “Or your parents?” she pointed at Sweetie Belle.

She slumped, her chin resting on the table. “And then there’s Shining Armour and Princess Cadance.” She put her hooves over her eyes. “I don’t even want to think what they’ll do when they learn what I did to Twilight, the one of those six who gave me a chance in the first place.”

Spike couldn’t help cocking an eyebrow. She wasn’t Twilight, and it wasn’t anywhere near her level, but Trixie was starting to sound like Twilight when she started having a panic attack.

What Spike couldn’t know is that, back when she was a foal, Trixie had suffered from panic attacks, similar to Twilight, though more from fear of being worthless, than failing the princess. She hadn’t had one since she was a much younger foal, but something was making it very hard to not fall back into that state.

Being hypnotized into using an evil magical artefact to turn six mares into baby Alicorns as well as becoming one yourself can do that to a pony.

Getting up, Spike went over and put a claw on Trixie’s shoulder.

The cyan Alicorn looked to him through her hooves, to see him giving a reassuring smile. Somehow, it was enough, at least in part.

She sat up again and took a long, deep breath, pulling her leg towards her chest and extending it, before blinking in confusion. “Why did I...?”

“I think,” Spike said carefully, “since Twi was inside you, you might have subconsciously learned a few things from her. That’s the calming technique Cadance taught her.”

Trixie looked to her leg, then back to the drake. “I... she never told me about that. How did I...?”

Spike give a weak smirk. “Like I said, she somehow told you subconsciously whilst she was... in you.”

Trixie frowned, looking uneasy again. “You could have worded that better.”

Spike shrugged, before picking up a paper and quill. “So, shall we get started with that letter?”

Trixie looked to the three fillies, then to the six foals, then back to the dragon and sighed, before giving a weak nod. “Alrighty, Spike. But, if something happens to me... make sure they’re taken care of, okay?”

Spike nodded, before putting the tip of the quill to the paper.

Trixie took a deep breath, sighed, then began, “Dear Princess Celestia...”

Author's Note

FINALLY! Took me forever to do this, but i finally got around to the next chapter of this thing.

In all honesty, not really sure it came out too well, but i don't think i could do anything else with this one.

So, sorry for the wait, but here's the latest chapter.

Now Spike and cmc know and it seems the princesses will soon find out. Hope they don't impulse react, or twi and the others are gonna short one mama. Can''t imagine how much that would fuck up their already messed up minds. Celestia and Luna would be seen as monsters by them.

Anyway, hope you could somewhat enjoy this and i'll try getting another chapter out far sooner than it took for this one. Same with Sweet Apple Seed Regressions. I'll see about trying to get an update for that next week.

Til next time, later everypony

Chapter 4

___________________________________________________________

Princess Celestia dismissed the business ponies with whom she’d been helping settle a debate. She sighed once they’d left.

Not even noon and I’m already drained, she shook her head to try and clear it. Luna has it so much easier. How I envy her. She just has to spend the night giving ponies lovely dreams, while I...

Wherever that train of thought was headed halted when she noticed a shimmer of ashes floating in the air towards her.

Oh. Twilight’s sent me a letter. Hmm. It’s been a while. The ashes coalesced in front of her, becoming coming to together and turning into a scroll in a puff of green flame.

She opened the scroll, interested to read what her former pupil had written her... only for her expression to change when she realized it was neither from Twilight or the other Elmenet Bearers at all.

Dear Princess Celestia,

I’m sending you letter while desperately trying not to freak out, as I have a lot of reason to at the moment.

You may know me from letters Twilight Sparkle has sent you in the past. My name is Trixie Lulamoon. I used to be a unicorn that did stage magic and I believe was once the subject of one of the Friendship Reports you received back before Twilight Sparkle became an Alicorn.

You may be wondering why I said I used to be a unicorn that did stage magic. Well, that works on two reasons. One reason is that I’m unsure whether or not I’ll be able to go back to being a stage magician after recent events. The second reason is that said events have changed what I am, literally.

I do not know if Twilight told you about the time I came to Ponyville wearing the infamous Alicorn Amulet? If she did, then you might be able to guess it sadly played a part in the recent events I spoke of.

You see, after Twilight and her friends outsmarted me back then, Twilight went out of her way to keep in contact with me. Of course, who wouldn’t want to keep in touch with Trixie and... No. Spike, cross that out.

Anyway, while I had gotten over most of my jealously of who Twilight had bested me, I did still harbour some feelings and... they scared me. they would always manifest in horrible nightmares, where I would take my actions with the amulet even farther than I did. They were horrible.

It got so bad, I went to a pony who I thought was a hypnotist that would help rid me of my nightmares. Instead, they hypnotized me into forget about my still building friendship with Twilight and, to put it lightly, made me want to become famous through her.

How would this work? Sadly, the Amulet gave me knowledge of spells I’m fairly certain you either have locked away somewhere that nopony can get to them, or outright destroyed because of how horrible they are.

I used such spells, turning Twilight and her friends into foals, before forcing them inside my womb, where they were altered and I ended up giving birth to them all the next morning.

As shocking as I’m sure that in itself sounds, I’m afraid there’s more. Due to my still wearing the amulet while the six were within me, Twilight’s magic somehow sensed the danger of it as it tried to corrupt me and, as such, the six foals within my charge. It surged, separating my magicl core from the amulet, but in doing so, exposed my core directly to Twilight’s Alicorn Magic, transforming myself into one and, since they were all within me at the time, the other five ponies.

All seven of us are now Alicorns and the Element Bearers a bunch of babbling baby bumpkins!

Trixie is so, so, so-so-so-so SO SORRY! I swear, I never wanted this! I wish I could just fix it, but I have no idea how! Spike and the sisters of three of the Bearers are here with me.

I desperately beg for your help. I don’t know what to do. this is out of my league and I’m at a complete loss as to how to fix what I’ve done.

I’m also terrified of what you and their families will do to me!

Please, I beg you, come as soon as you can. I think there is a slim chance we can save them all, maybe figure out a way to get the six of them back to normal. Twilight seems to remember Spike and Applejack, Rainbow Dash and Rarity seem to recognize their sisters, but I don’t know if we’ve a time limit to this or not.

Please, get here as soon as you can.

Your new fellow and currently freaking the flying hay out of her mind princess,

Trixie.

Celestia was silent for several long minutes, not even blinking, her brain trying to process what she had just read and all the heavy implications it carried.

She was still for so long, several of the guards become nervous, wondering what they should do, not knowing what the contents of the scroll had been, nor how damaging their implications were.

After what felt like an eternity, Celestia scowled, causing all present to flinch.

She stood up, before looking to one of the guards. “Have my sister awoken and brought to my personal chambers at once. There are grave matters we must attend to down in Ponyville.”

“At once, Your Highness,” a unicorn guard nearest the door said, saluting, though from his expression it was clear he’d rather be doing anything but that as he left to rouse the Night Princess.

I don’t envy him, Celestia thought as she moved down the steps and headed out of the throne room and towards her private chambers. Luna is not friendly when woken early.

___________________________________________________________

Trixie paced back and forth in front of the map, her anxiety seeming to grow with each step.

Spike had sent the letter to the princess several hours age and they had yet to hear back from Canterlot.

Were the princesses angry at her? Were they bringing all the Royal Guard with them to take her away? Were they going to banish her? Lock her in a prison? Lock her in a prison in the place they banished her to? Was she going to be locked in the moon?

So many worst-case scenarios played out in her mind, each worst than the last, on a constant loop.

“Would you stop already?” Scootaloo demanded from the throne with Rainbow Dash’s Cutie Mark, where she was sitting, while Sweetie and Apple Bloom sat in the thrones of their big sisters respectively. “You’re not making us feel any easier about this.”

“What do you expect?!” Trixie demanded, turning to the filly, her mane frazzled with worry. “Trixie has done something unforgivable and now the princesses know about it! And they haven’t responded back! And we still have no idea how we’re going to get your sisters and the rest of the Element Bearers back to normal.”

“I gotta agree that I want them all back to normal soon, too. And not just because I care about them,” Spike grumbled, walking back into the room with a giggle Pinkie Pie held in her claws. “Keeping track of an adult Pinkie is bad enough, but a foal Pinkie is even worse.”

Before any of them could respond, there was a loud knocking from the castle doors. More like banging really.

As the five slowly moved out towards the hallway, Trixie levitating the six foals along in her magic, they could make out angry shouts from the other side, cuaisng the cyan Alicorn to wilt, her ears splaying back.

Spike moved to comfort the anxious mare, but halted when a loud, booming voice spoke out, rooting them all to the spot.

“SILENCE! WE DID NOT BRING YOU ALL HERE TO BRING HARM UPON TRIXIE LULAMOON! AS STATED IN HER LETTER, WHAT SHE DID WAS BEYOND HER OWN CONTORL. TAKING YOUR ANGER OUT ON HER WILL DO NOTHING BUT DISTRESS A MARE WHOM HAS ALREADY BEEN THROUGH AN ORDEAL NONE OF YOU COULD IMAGINE!”

There was silence for several long moments, before a much gentler set of knocks sounded against the door.

“Spike,” Princess Celestia’s voice gently called out from the other side. “Can you please let us in?”

Spike looked from the Crusaders to Trixie, whom gulped and nodded.

The little drake stepped forward and opened the door. At once they noticed a yellow magical barrier around the doorway, though the reason for such became clear just as quickly as the barrier caught their attention.

Standing in front of the doorway were Luna and Celestia, the latter’s glowing horn indicating her magic was keeping the barrier up. Behind her however, were several ponies. Having been informed of several of these ponies by the CMC and Spike over the last couple hours, Trixie could identify Twilight, Rarity, Fluttershy and Pinkie Pie’s parents. The last part of clear parents, however, caused Scootaloo to scream with delight and start spining in a circle.

Trixie, the other Crusaders and Spike gave her deadpan glares, causing her to realize what she was doing and smile sheepishly.

However, it was not just parents that had come. Big Macintosh and Granny Smith were there, along with three ponies that Trixie had to guess were Pinkie Pie’s siblings, as they were standing next to a grey Earth Pony mare with a flat purple mane whom she recognised as Pinkie’s big sister Maud from what Spike had told her.

They were not the only siblings though. In fact, the other two were the siblings Trixie had been dreading to encounter the most, especially as they were royalty.

Standing right behind Celestia and Luna, both giving her the darkest glares Trixie had ever received, were Prince Shining Armour and a very pregnant Princess Cadance.

Trixie wilted under their gazes, tightening her wings against herself. Fluttershy, whom had been resting on Trixie’s back this whole time, cowered into her new mother’s fur.

All eyes widened at the seven Alicorns present before them, all save one being cyan.

“You were not in any way making jest,” Luna said, her mouth hanging open as she looked to each of the Alicorn foals.

Trixie lowered her head, before trotting up to the two rulers. “Trixie is ready for any punishment you see fit for her.”

“I can’t think of a punishment horrible enough to fit,” Shining Armour snarled.

“Eeyup,” Big Macintosh growled.

Both Alicorns blinked, before glancing to each other, then back to Trixie.

It was Luna who stepped forward, pacing through the barrier and placed a hoof on the new Alicorn, causing her to wince. “We do not blame thee, Trixie Lulamoon,” she said in a firm, yet comforting tone. “You stated you were not of sound mind at the time. We know it would never be possible a pony could truly feel grief as your letter stated if you had truly meant for this to happen.” She then turned and glared at the assembled ponies outside. “As we just stated to all gathered here!”

That caused the others to all back up a bit and look sheepish.

Trixie’s head shot up, her eyes wide with shock.

“We are not pleased with what you did, but, you were not truly at fault, so punishing you would do nopony any good,” Celestia agreed, nodding, before sweeping her attention around at the six foal Alicorns around them. “We have an idea how we may be able to fix this... in a sense.”

Trixie, Spike and the CMC’s eyes lit up with joy.

The princesses led the large gathering of ponies out of Ponyville, gaining quite the crowd of onlookers as they did, though it’s not often you see ten Alicorns, six of them foals, being led through town by the rulers of the sun and moon.

The group was led into the Everfree Forest and to the old Castle of the Two Sisters, where they all journeyed down to the cave that led held Tree of Harmony within.

“Come, Trixie,” Luna said, herself and Celestia standing either side of the cave entrance. “Bring the six foals with you into the cave and bow before the Tree of Harmony.”

Trixie gulped, feeling like she was being sized up by a pack of Timber Wolves as she walked past the families of the foals she was now the biological mother two and enter the cave, followed by the royal sisters.

They all walked up to the Tree of Harmony, where Trixie levitated the six Alicorn foals down in front of it, before bowing, her head hung low.

She had no clue what the princesses had in mind, but she was certain it would end horribly for herself.

There was silence for several moments, before the foals began babbling happily. Looking up, Trixie saw the Elments of Harmony within the tree were glowing.

Suddenly, a beam of light coloured that of its Element shot from each shaped gemstone, hitting the foal it had once belonged to.

Trixie watched with wide eyes as the foals were raised into the air, giggling and cheering, before there was a blinding flash of light.

When it faded, all six foals were gently lowered to the ground, their Cutie Marks restored to their flanks, though nothing else seemed to have changed.

They were all still for a moment, before glancing around, then down at themselves.

“Hey,” Rainbow Dash said in a high and squeaky voice that made Trixie briefly forget everything else and daw at how cute it sounded. “Why’we we hewe? Why’we we foaws? And why can’ I tawk nowmal?!”

“That... would be because of me,” Trixie said glumly, her previous moment of joy now gone.

“Twixie!” Twilight whirled around, her eyes wide, before they seemed to widen further, though now from shock. “Twixie?!”

The light-blue Alicorn nodded, giving a sad smile.

“Um... wha happen?” Applejack asked, glancing around in both fear and confusion. “Wast I wemember, yoo said yoo’d make us you’we foaws, den nu’n.”

Trixie blinked, looking to the princesses for an answer, though they just shrugged.

“Perhaps the Tree took the more traumatic of those memories when it gave back their senses of self?” Luna offered.

Trixie sighed with relief. She wouldn’t have been able to live with herself if the six of them remembered that horrible ordeal. She shuddered at the memories of it she had, but could only imagine how much worse it had been from their perspectives.

“Um, Pwincess Cewestia?” Twilight asked, looking from her friends, to Trixie, to the royal sisters. “What’s going on?”

Celestia sighed, glancing out the cave. “That is a long story, my former student. However, I think it best we let your families know you are all alright.”

Upon exiting the cave, the mane 6 were rushed by their families, all hugging them and murmuring prays of thanks. Of course, once that wore off, nopony was able to ignore how cute the six foals were, even with their colours altered. Rainbow Dash seemed to find it the least amusing of all as Bow Hothoof and Windy Whistle fawned over her.

After a few minutes, the princesses called all the ponies to attention to discuss where things would go from here.

Trixie attested that it would be impossible to reverse what the rebirth of the six foals had done to their appearances by normal magical means, even if they now had another Alicorn whom could help.

It was decided that they would wait for Discord. Since he and Fluttershy had a weekly tea party, he would know something was up when he arrived at her cottage and couldn’t find her there, though a note would be left on her front door telling him to come to the castle.

Of all beings, Discord was the best choice to fix the changes that had been made. Until then, the families of the Element Beares would all be living in Princess Twilight’s castle.

“Well, Ah don’ like leaving things like this for any longer than need be,” Granny Smith said, though she cooed at the sight of Applejack sitting atop Big Mac. “But, if’n it’s the only way, Ah guess we’ve got no other choice.”

“You’d better make this up to us,” Limestone glared at Trixie, causing the Alicorn to wilt. “Once this is all over, you’ll help us make up for the time we lost on the Rock Farm.”

Trixie lowered her head. “Trixie accepts.”

“Don’ wowwy,” Flutteshy said, smiling cutely from within her mother’s forelimbs. “Dat’s tomowwow, so it won’ be too wong.”

“Very well, then,” Luna nodded, looking to all the gathered ponies. “However, there is still the matter of this hypnotist whom caused all of this to begin with.”

“Don’t worry, Princess Luna,” Trixie said, showing the first sign of resolve any of them had seen. “I think I have an idea.”

Author's Note

this is the second-to-last chapter of this.

was originally planning on having it span a long while, but i'm going to cut it short before i royally screw this fic over.

the next chapter will be up shortly after this one, so you should be able to go right on ahead and read it.

see you there

Chapter 5

___________________________________________________________

A cloaked figure walked through Ponyville in the wee hours of early morning.

She was eager to see the results of her work. Now that Twilight Sparkle and her friends were seen as the children of Trixie Lulamoon, it would be so easy to get her full revenge.

Having been scouting Canterlot in hopes of hearing when Trixie would do as hypnotized, she’d visited the Starswirl the Bearded wing and found something she’d have never expected. A scroll with a spell for Time Travel.

After stealing it, she’d refined the spell, perfecting it. Now all she needed was a key moment and she’d be able to used Twilight Sparkle’s precious map to erase the mare’s friendship, thus making sure they wouldn’t be able to ruin her wonderful town of equality ever again.

Reaching the castle, she knocked on the door.

“Come in,” Trixie’s voice called from the other side.

Grinning, Starlight pushed the door open with her magic, only to hear shouts, followed by something whizzing past her vision.

At once she felt something cold and metallic clamp down on her horn and her magic cut off completely.

Before she could properly understand what was going on, Starlight felt several bodies grab her and pin her to the floor.

When she finally was able to get a look around, she found she’d been pinned by a grey Earth Pony mare, a large red Earth Pony stallion and a Pegasus stallion with a short and scruffy rainbow mane that was very familiar.

Looking around in a panic, she saw both Princess Celestia and Princess Luna walking towards her. Between them was another Alicorn, one who caused Starlight’s eyes to widen.

It was Trixie! What? How? That... that shouldn’t have been possible.

“So, this is the Starlight Glimmer we’ve heard about,” growled a greyish-blue Earth Pony mare with a rather straight styled whitesh-grey mane and tail and a Cutie Mark of a lime with two stone beneath it as she stepped forward, glaring at the downed unicorn.

“Do not fear, Limestone Pie,” Princess Luna said, her tone firm. “We shall handle this mare.”

“It’s time you paid for what you made Trixie do!” the pony whom had not been an Alicorn last she’d seen her said to Starlight, her eyes narrowed.

“What?” Starlight looked around, confused. “I don’t understand. If you all were hypnotized, how could you know it?”

That caused confused looks to pass over all.

Trixie snarled, waving her hoof up above her. “You hypnotized Trixie into turning the six heroes of Equestria into her own foals and you think we wouldn’t know?!”

Starlight opened her mouth to ask just what the Alicorn was babbling about, before it hung open at what she saw next.

Six Alicorn foals all looking a lot like Trixie, save one, stepped out from behind the princesses. Well, five of them stepped out. The other flew into view.

Trixie snorted, pointing a hoof at Starlight. “You tricked Trixie into using that amulet to rebirth these six as her own!”

“WHAT?!” Starlight cried, her eyes wide with absolute horror. “Rebirth them? I just told you to make them your daughters! I thought that made it clear to hypnotize everypony into thinking they were yours, including them! I never meant for... What in Equestria made you think that,” she indicated with her head to the six foals, “is what I meant?”

Celestia glared. “Perhaps you’ve forgotten that you made Trixie put the Alicorn Amulet back on? It corrupts the minds of those who wear it. Did you even consider what that would do with such a suggestion implanted into Trixie’s mind?”

There’s was silence for a moment, before Starlight wilted, muttering an embarrassed an anxious, “Oops?”

“Well, what do we have here?” a pony Starlight guessed was that fashion pony’s father said, levitating the scroll for the Time Spell out of her saddlebag, before levitating it over to the princesses.

Celestia took it in her magic, before glaring at Starlight after reading it over. “Planning to rewrite history?”

“Only to stop those six,” she indicated angrily to the foals, “from ruining my town, by stopping their friendship!”

Luna growled. “Did it not ever occur to you that it was Twilight Sparkle and her friends that freed me from Nightmare Moon? Or stopped Discord and reformed him? Or helped to save the Crystal Empire?!”

Starlight blinked, before shaking her head, glaring. “That’s impossible. No group of friends, not even Princess Twilight’s could be that important!”

“They are!” Celestia said sternly, causing all present save Luna to shudder at her tone, before indicating with a hoof to the six foals. “These six ponies are bound to the Tree of Harmony. They embody each of the Elements. To ruin their friendship in the past to prevent it from happening is to disrupt all harmony.”

“What’ll we do with her?” Trixie asked, looking between the princesses.

Celestia looked sternly at Starlight for a long moment. “She will remain in under house arrest in Canterlot until she is willing to explain her actions fully. I have a feeling Twilight will want to take up her case personally.”

Twilight nodded, giving a sad look to Starlight then the mare found hard to be angry at, despite herself, with how cute the foal was.

___________________________________________________________

“Alright, I’m here,” Discord grumbled, appearing in a flash of light. “Why did we have to—”

He stopped when he saw what was before him.

He had appeared in the dining room, where all the ponies were gathered (save Cadance and Shining Armour, who’d returned to the Empire after Starlight’s capture), with the six Alicorn foals sitting in high chairs and wearing bibs, Dash looking the least pleased by it.

There was silence for several moments, Discord looking from one foal to the next, before he burst out in belly-shaking laughter, rolling around in the air as he held his sides.

“Oh, ho-ho, this is priceless!” he cackled, wiping a tear from his eye, before popping up next to Fluttershy and pinching her cheeks, causing her to giggle.

“Yes. Hilarious,” Luna grumbled, looking very tired. Then again, she was not a morning pony and the last few days had not been ones where she could just go back to her normal schedule. “Now, Discord, if you are done, we would ask that you return the Element Bearers to their true selves again. The Tree of Harmony was able to restore their minds and Cutie Marks, but nothing else.”

Discord looked to Luna, before grumbling. “Fine. Party pooper.”

He snapped his fingers and there was a blinding flash of light. When it faded, there were six mares standing next to the highchairs the Alicorn foals had been in, restored now to their proper ages and colours. However...

“Um, why in the hay are we all still Alicorns?” Applejack asked, glancing from the horn atop her head to the wings on her back.

Discord frowned, looking puzzled. He looked down at the fingers he’d snapped. “How odd. I intended to turn you all back to the way you should be, yet that did not change the five of you whom were not Alicorns into your previous states Not only that, but while you all have your normal genetics back, you all still share genes with Trixie as well. How strange.”

“Whatever!” Dash cheered, leaping into the air and downing several loops. “Sure, I’m kind weirded out by having a horn and things feel a bit off, but I’m back to being me again! Sweet!”

“Um... and what about me?” all eyes turned to Trixie, who’s wings tightened against her body. “Um... will I be changed back to a unicorn? Or properly punished for what I did?”

Celestia gave a comforting smile. “No, Trixie. However, after you have done your time on the Rock Farm as you said you would, I invite you to Canterlot. Though the situation is rather different from when it was Twilight, I believe I have a new pupil I need to teach.”

“Not to mention we will need to inform Equestria of its six new princesses,” Luna nodded, before giving a loud yawn.

Twilight nodded. “Agreed. And I want to see if I can get through to Starlight Glimmer. We need to know why she felt justified in doing everything she did.”

With that, everypony finished breakfast, before saying their goodbyes.

Before Trixie left, however, Applejack went up to her and gave her a warm hug, a few tears being held back in her eyes.

“Ya ain’t ever gonna replace my real mother, Buttercup, but…” she pulled back, giving Trixie a warm smile, “Ah don’t think Ah’ll mind having a ma around again too much.”

Trixie just stared, shocked, not really sure how to respond to that.

Applejack just nodded, her smile never fading. “If’n ya wan’… there’ll always be a warm bed waitin’ for ya at Sweet Apple Acres.”

Trixie couldn’t help but feel touched, before nodding and went off with the Pies to make up for the work time they’d all missed because of her, while Fluttershy’s parents headed back to Cloudsdale.

Rainbow Dash and Scootaloo said goodbye to the former’s parents, whom promised Scootaloo she could visit anytime, before following after Fluttershy’s parents.

The Apples headed back to the farm, Fluttershy and Discord joining them as her cottage was on the way and Sweetie Belle, Rarity and their parents returned to their homes too.

Finally, Twilight, her parents, Spike and the princesses all headed back for Canterlot, Celestia to prepare the announcement of the new princesses and await her new pupil and Twilight in the hopes of reaching out to Starlight and finding why this all had to happen in the first place.

her.

Author's Note

And that's pretty much all I have planned for this fic.

Might do a bonus chapter or 2 at some point, but don't get your hopes too high there, as i've no real idea where i'd go with them.

Anyway, things with this fic are through, so i'll be getting back to others. expect an update to It's A Screwed Up Life shortly too.

well, that's all for now. til next time, later everypony

Chapter 2

___________________________________________________________

Trixie yawned, sitting up on her flanks and stretching out, flexing her wings.

She opened her eyes, blinking. Wings?

She glanced behind her and her eyes widened at the sight of feathered wings.

She blinked several times, before closing them, a smrik on her face. “Of course Trixie would become an Alicorn. She is giving birth to the six most important ponies in Equestria. Such a feat is worthy of Alicornhood.”

At once she felt a tightening inside her and smiled. “Time for my daughters to see the world.”

She lay back down, this time on her side and relaxed. The spell she had used would along for easy, painless birthing for her daughters.

She shuddered as she felt one of them pushing through the entrance of her womb and felt the foal sliding through her body towards the exit. She gave a gasp as she felt her foal plop out of her marehood and drop onto the soft bed.

She lifted her neck to get a look at which of her daughters had been the first to see the light of day again. She blinked in surprise at the Alicorn foal.

In truth, the former Princess of Friendship being the first born was not a surprise, as she reasoned it made sense, since she had been the last to go in. However, what did surprise her was the colouring of the foal.

Her coat was now a slightly lighter blue than Trixie’s own and her mane was the same colour as Trixie’s.

The foal blinked, looking around in confusion, before she saw her mother. Having come out hooves first, odd, since she’d gone in head-first, Trixie could see her face.

At once the little Alicorn tried to get up to go to her mother, but remained on her stomach. She begin tearing up, wanting to be with the mare that gave her life.

Trixie gave a warm, motherly smile and used her magic to bring her foal over, cutting the umbilical coat is she did.

Once the smaller Alicorn was in her forelegs, she yawn, her tears stopping and snuggled up to her mother.

Trixie nuzzled her foal tenderly. “Happy Birthday, my little Trixlight Sparkle.”

She gasped as she felt another of her foals sliding out of the womb and towards freedom. Once they were out, she lifted her head to see which it was.

Her eyes widened in shock. The mane style was that of the rainbow maned Pegasus, however, she was not looking at a Pegasus foal... but another Alicorn foal, with a coat a slightly lighter cyan than what it had previously been and a mane that also matched Trixie’s in colour.

Trixie was shocked. Not only had she become an Alicorn, but two of her foals not only now looked similar to them, but one who hadn’t been an Alicorn when she went in, had become one on the way out?

This foal didn’t come out hooves first though, so hadn’t noticed Trixie. Instead, she grabbed a clump of the bed covers and began chewing on them, her only interested seeming to be chewing things, as she had before entering her new mother last night.

She chuckled. “Hungry, are you, my little Raintrix Dash?”

Trixe didn’t have time to think beyond this though, as yet another foal began coming out. Once they’d plopped out, she looked back, expecting to see the Earth Pony who she’d taken in before.

The next foal to come out shocked her, one, because it wasn’t the Earth Pony and two, it was another Alicorn. This one had a coat like Trixie’s but one that was more like a dark-grey blended with the light-blue and again, shared the same mane colour as her new mother

The foal, having come head first, gave a loud yawn and turned onto her back, going to sleep.

Trixie frowned, not because of the calm attitude, because she was trying to figure out who this one was. After looking carefully at the mane style, she realized it was the former timid Pegasus and felt her frown turn into a smile.

“Too gentle to want to do anything too soon, my Trixie Shy?”

Another shift and, a few moments later, another foal popped out and Trixie was startled again to see she was an Alicorn. Were all her new daughters Alicorns?

This one had a much whiter light-blue coat than Trixie or the other foals. When the foal opened her eyes, she looked around, yawned and snuggled up next to her sister Trixie Shy.

After a little time, Trixie recognized the foal and smiled. “Too tired for a party right now, huh, Trixie Pie?”

As the next shifting came, she wondered which foal it would be this time. Once they popped out, she looked back. Now that she expected her daughters to all be Alicorn after the first four were, it did not surprise her to see the wings and horn on the filly who had just come out.

What did surprise her were the colours. She could identify this one right away. Aside from gaining wings, the former unicorn hadn’t changed physically at all. Her mane was still it’s dark, luscious purple and her coat was still a bright alabaster.

“Too vain to give up your old looks, huh, Trixity?”

She sighed as she felt the final shift, knowing which foal this was and allowed her to easily slip out. As she felt the foal pressing her way out into the world, she closed her eyes, giving her Trixlight a lick on the snot, to which the little Alicorn cooed in response.

Once her womb was empty of foals, Trixie looked over to see her final, youngest daughter. Her coat was like Trixie Pie’s mixing Trixie’s light-blue with grey, those this one’s was far lighter than her older sister’s and her mane a bit darker.

“Lucky last, my little Appletrix,” she said softly.

The foals below her all turned at the sound of her voice, smiles appearing on their faces as they met their mother’s gaze.

Trixie yawned. “Though Momma Trixie didn’t have to push you all out, she does feel rather tired after birthing you all, one after the other,” she said, using her magic to remove their umbilical cords and levitating them all over. “What say we all have a small nap, then Momma Trixie can feed you all.”

The foals all, cooed, each crawling over their mother for a place to rest, being born was tiring work. Trixie Shy climbed up to rest by her mother’s shoulder. Trixity moved lower down, nestling near the older Alicorn’s back hooves, Trixie moving her tail closer to comfort the foal.

Trixie Pie and Raintrix settled by their mother’s barrel and Trixlight, of course rested in her mother’s forehooves, Appletrix joining her with a cute yawn.

Trixe couldn’t help smiling as she looked at her six slumbering daughters.

Suddenly, Trixlight snuggled a little closer to her mother’s neck, her tiny horn clinking against something.

Trixie looked down and saw the Alicorn Amulet. She smirked. “Trixie does not need this mere trinket," she declared, though quietly so as not to wake her daughters, using her magic and ripping the amulet from her neck, feeling it’s magic vanish, yet still feeling the power of an Alicorn thanks to now being one herself. "She is a true Alicorn now and has her own Alicorn magic. She does not need this shoddy imitation."

As she levitated the amulet over to one of the nearby tabletops, it's movement faltered.

Trixie blinked, noticing her azure aura. Moments later the amulet dropped onto a luckily soft piece of the desk due to a stack of papers breaking its fall.

Trixie remained still, her eyes wide with horror as her mind cleared and she realized just what she had done.

“How...? Where did I get the amulet from?” she asked, her voice quivering as she realized all she could remember was one moment being in Madame Mysteria’s tent, then outside, not remembering her feelings of friendship for Twilight Sparkle and wanting revenge, the amulet in her forehooves.

She gasped, looking around herself at the six Alicorn foals sleeping around her.

“What...?” she murmured, looking over each of them, before glancing at her own wings. “What have I done?!”

Author's Note

Okay. We've reached the end off where weatherwatcher's original idea (not the stuff prior to Trixie getting the Mane Six, just that and the births of the new Alicorns) and Smudge-Proof's artwork ended.

Now we enter where i'll be taking the story from there.

And before you go off at me about their names, i named them after the names given and agreed to for them on Smudge-Proof's page. Go look yourself.

Well, looks like Trixie's in some serious trouble now. She can't exactly go back and change things, can she? She's stuck as mother to the new reborn Mane Six.

Wonder how this will go.

You'll have to wait until the next chapter to find out.

Til next time, later everypony