It was a dark and foggy night in Ponyville as Twilight and Spike were getting ready for the upcoming Nightmare night celebration. As usual Twilight insisted on creating a very descriptive and long list of what needed to be done in just a few hours.
"Ugh Twilight, remind me again why we have to do this....at night!?!?"
"I told you already Spike, it's a whole lot more fun preparing at night rather than the day. Princess Luna said so herself."
"But near Midnight? Seriously? My legs are going numb from exhaustion."
"Just a few more things then we'll call it a night, okay?"
"Fine."
Together the two hung the Nightmare night decorations which were specially made and given by Rarity, prepared a giant bowl of fruit bat punch using Granny smith's special new recipe, and finally organized the piñata candy they got from Pinkie Pie alphabetically which only took a few hours at most much to Spike's discomfort.
"Twilight, can I go to bed now? My eyes are killing me at this point, I-I think I'm starting to hallucinate a little." Spike yawned.
In his eyes he thought the piñata was sticking its tongue out at him and winked, Spike violently shook his head and his vision returned to normal. Well, for now at least.
"Sure thing Spike, have a good sleep."
"Thanks....chocolate marshmallow." he yawned as he woozily began to walk away only to walk into a wall and was knocked out cold.
"What am I going to do with you Spike." Twilight sighed as she shook her head.
Using the faint glow of her magic she picked up the purple dragon and took him upstairs to his room checking a few things off her list as she walked. Twilight gently tucked Spike to bed before planting a small kiss on his forehead, she then quietly tip-toed out of his room slowly closing the door behind her.
"Okay, what's next on the list? Writing a holiday letter to Shinning armor and Cadence, rent the dance hall space for Nightmare night party, prepare nightmare night costum-"
Her thoughts were suddenly interrupted by the sound of something falling and exploding.
"What was that!?!" She asked as she rushed outside towards the noise.
Outside she noticed a giant crater the size of the moon just right outside her door, she poked her head over the edge and spotted a giant asteroid the size of an overinflated yoga ball. She slowly approached the asteroid, using her horn she scanned the asteroid for any sign of life. There was, a very weak signature but still valid. She laid her hand against the side of the asteroid and immediately jumped back as it cracked in half emitting a foul smelling green cloud, she coughed and gagged as the stench reached her sensitive nose but stood there in shock as a green jelly-like substance began to seep through one of the holes of the broken asteroid.
"What a discovery!" She whispered as she reached out to touch the slime which immediately hid back inside the asteroid.
"I must study you." she giggled as she picked up the broken asteroid piece and carried it back inside.
Twilight turned on the kitchen light as she sat the asteroid down on the table and waited patiently for the creature to come out again. A few seconds later the goo-like substance began to leak out the asteroid and was supposedly "looking at it's new surroundings".
"Hi, I'm Twilight. Twilight sparkle."
The creature immediately retreated back inside the asteroid in fear.
"It's okay. I'm not going to hurt you, promise."
The creature responded by poking back out the asteroid supposedly confused.
"You can understand me? You speak my language?"
The slime "nodded", so to speak.
"You do!?! I-I can't believe it! First ever contact with extraterrestrial life and you understand me! That makes things a whole things a whole lot easier. Now, where did you come from?"
The slime responded by pointing at the kitchen window with a view of the night sky.
"Space, naturally. Are there other's like you?"
At first the slime nodded, but then sadly shook it's head no.
"Oh, I see."
She pulled out a notebook and recorded this information. As she wrote the creature motioned closer to her as if studying her itself, to Twilight's surprise the creature's shape manipulated into a body figure somewhat resembling Twilight.
"Amazing."
The creature then stood up from the table and approached Twilight placing it's hands on the sides of her face before embracing her into a kiss, Twilight immediately pulled away.
"I'm sorry, but that's directly inappropriate."
"Is it? I thought your kind's reproducing ritual starts this way." The creature said in Twilight's voice.
"You can talk!"
"Of course I can, I just needed lip contact to form vocal cords. Now, where were we?"
The purple pony slowly began to back away much to the creature's disapproval. Before Twilight could run the slime lunged forward pinning her hands and feet to the ground, Twilight began to struggle underneath the creature's weight which surprisingly was a lot.
"What are you going to do to me?"
"Oh, my dear sweet pony, I'll tell you what I'm exactly going to do. I'm going begin my brilliant plan to conquer Equestria! And I'm going to start with......you."
Twilight tried to struggle again as the slime slowly began to close the distance between their faces, the purple unicorn gave a muffled shriek as the slime planted its salty tasting lips against hers. Unable to use her magic from the shock of the sudden act Twilight still continued her futile effort to break free as the creature practically dominated her mouth, keeping her tongue matted down to the bottom of her mouth as the super stretchy tongue invaded every inch and tasted the pony's drool. It then broke away for air allowing Twilight to cough and gag.
"Mmmm, you taste....heavenly." it cooed with a slight lick of its lips.
"Please, let me go." Twilight whimpered, tears beginning to slide down her cheeks.
"I'm afraid I can't do that." the slime said as she licked up the purple pony's tears.
"No! Stop!" Twilight growled as her horn powered up for an attack.
With a lick of its fingers it doused the horn like a candle completely shocking Twilight.
Twilight gulped. She cried in terror as the slime ripped off her clothes one by one leaving her completely naked underneath it.
"This smell....it's so hot.....let me taste you."
Twilight slightly squirmed and shuddered as the slime probed her body with its long tongue. First licking around her small navel before traveling up her stomach to her not that impressive C-cup, it circled her tongue around Twilight's super sensitive nipples which caused her struggle keeping in her moans. the slime then took it up another level reaching down to the pony's exposed yet slightly wet pussy and began to tease her outer lips, Twilight strained even more to keep her moans inside.
"You're such a slutty pony aren't you? Come on, admit it. You probably masturbate 24/7 because no one would dare venture through your wet areas, hm?"
"How do you know that!?!?"
"I'm pretty observant, also a fast learner."
The slime then quicken its pace shoving her fingers deeper and deeper inside Twilight, then bull's-eye. Twilight shrieked aloud but was silenced by the slime planting its lips back onto hers, Twilight gagged and groaned as the goo-like tongue slithered down her throat and back.
"Somepony......please....help.....me."
A few minutes later Twilight shuddered violently before going limp underneath the creature.
"Hm? Giving up already? I honestly expected more...but I guess it can't be helped."
The slime opened Twilight's right eye with its finger.
"Hello? Anyone there? Testing, testing. 1,2,3."
"So what are you going to do next? Take my form and going around town disguised as me?"
"Naturally. But sadly you won't be around to warn anyone."
"Wait, wha-"
Before Twilight could finish her sentence the slime's body began to lose it's shape, literally. It's once skinny twig-like limbs began to melt and stick to Twilight's body. Despite being tired to the bone Twilight continued to struggle with all the available strength she had left, sadly it wasn't enough as the creature's goo body completely engulfed twilight to the point where she was having trouble breathing.
"Mmmmmm-mmmmmmmmmmmphf!"
"I'm sorry dear could you speak up a bit, I'm afraid I can't quite understand you. Ha ha ha!"
Twilight's vision slowly began to grow dim as the ooze began to cover the rest of her face, the slime simply snickered as it's host was pulled inside forming a giant gurgling belly. A few seconds later the outline of the purple pony's body began to soften and slowly disappear like digestion while the creature was undergoing a transformation. A loud groan sounded from it's belly as it began to rapidly shrink to a slightly chubby stomach, a loud burp erupted from the creature's lips right before it sprouted a mane, tail, skin, and horn that instantly turned a familiar lavender purple color right before it's flat chest erupted two soft jiggling orbs and her flat behind inflated two round purple soft plush cheeks before forming a purple sweater vest and mini skirt (which Twilight was wearing) to cover itself.
"Mmmm, she was delicious." The slime sighed before entering the bathroom to get a good look at herself.
It cupped it's new breasts as it stood in the mirror, they bounced a bit with every pose in the mirror. The slime then ran a purple hand down to it's rear underneath it's new skirt grabbing it's left cheek and squeezing it hard sending a moan of pleasure fluttering out of it's mouth. Suddenly a series of images flooded into her mind all pictures of Twilight and her beloved friends, her memories. The slime licked it's lips in hunger before smiling wickedly.
"Her friends look......tasty. I want every last one of them: Applejack, Fluttershy, Pinkie pie, Rainbow dash, Rarity, Luna, Cadence, and......(licks lips) Celestia."
"(growl) Ugh, I forgot. I didn't eat a thing tonight. (growl) I bet Twilight won't mind if I have a tiny midnight snack right?"
The small purple dragon hopped out of bed and headed straight for the kitchen, to his surprise he spotted "Twilight" walking down the hallway.
"H-Hey Twilight. What are you doing up so late?"
"Huh? Oh me? Just going out for walk is all, be back soon." the slime said using a more convincing Twilight voice.
"Oh, uh okay then. Don't stay out too late, we still need to finish the list for the celebration."
"Will do." The purple pony said closing the front door behind her.
It was still dark and foggy outside making it a bit difficult so see, what she did notice however was a figure running through the fog. A faint memory of Rainbow dash appeared in her head, she licked her lips in response before calmly walking after the jogging figure.
"It's always good to get a quick jog in early in the morning, even it is Midnight. No time like the present." Rainbow dash said as she ran down the block.
She skidded to a stop however when "Twilight" appeared from a flash of purple right in front of her.
"Wouldn't expect to see you so early, what's up?"
"Hello....Rainbow dash. Very good to see you. Um, I want to show you something."
"What is it?"
"Follow me and see."
"Twilight" lead Rainbow dash down a dark alley behind Sugar cube corner stopping at a dead-end, Rainbow dash looked around skeptically.
"Uh, you...wanted to show me a brick wall?"
"No, I wanted to show you...this."
"Twilight" pulled off her sweater vest and unbuttoned her mini-skirt exposing her naked body to a flustered Rainbow.
"Whoa! Twilight! What's gotten into you? Since when do you strip in public? Honestly I expect this from Pinkie, but not you!"
"But I'm not stripping in public, I'm stripping in front of you."
"Twilight" pulled Rainbow dash close to her and embraced her with a kiss, a few seconds later Rainbow decided she had enough and began to pull away from her....only to realize their lips were stuck together. The baby blue pegasus began to panic before trying to push "Twilight" away from her only to have her hands suffer the same treatment, feeling like a fly stuck in a gooey spider web Rainbow began to pull away even harder resulting in being pulled forward with greater force. "Twilight's" ooze like body began to stick to the pegasus's workout clothes which were only a small simple white T-shirt and basketball short shorts causing them to tear away from her body and be absorbed.
"Mmmmmmmmm! Mmmmmmmmphf!" Was all Rainbow could say before her head was pulled into the gooey mess.
The rest of Rainbow dash followed soon after colliding with the goo forming a giant orb, the orb shook violently as the pegasus fought desperately for a last chance for freedom but the fight soon died down. The orb gurgled loudly as it turned a light baby blue color right before melting down and forming a figure. "Rainbow dash" simply stood there still wearing her workout clothes as if nothing happened, but something did happen and the effects were plain to see. Rainbow's bust which was a few inches short of a D-cup not only passed that but reached a stunning double DD, and she was now sporting a bigger ass that stood out from her slender form which her shorts strained to keep inside possibly giving a lucky onlooker a glimpse of her black laced G-string underwear poking over the edges of her shorts.
"Mmmm, she was.......even tastier." She said licking her fingers.
She was about to leave when she heard a familiar voice.
"Rainbow? What are you doing out here in an alley all by yourself?" Pinkie pie asked as she exited through the back door.
"Oh, hey....Pinkie. I was just about to be on my way."
"Are you sure? I just put some chocolate chips cookies in the oven for the party, want some?"
"Oh, I don't wont to impose."
"Nonsense silly, we're best friends remember?"
"Yes, best friends."
"Uh-huh. Come on follow me."
"Rainbow dash" followed Pinkie pie inside the shop, despite being in her pajamas it seemed that the pink pony was baking since 11:00 judging by how much brownies, cakes, and other delicacies filled the kitchen counters and tables. Pinkie sat her friend down at the table before checking on the cookies, she opened the oven door and reached inside only to burn her hand in the process.
"Owwwie. I guess they're not done yet, oh well. Have some brownies while you wait Rainbow."
"Rainbow dash" picked up a brownie and sniffed it only to gag immediately and toss it into a nearby wastebasket.
"I'm not in the mood for...brownies."
"Oh? Well, have some left over pies in the fridge."
Pinkie skipped over to the fridge and opened it revealing a vast collection of different flavored pies, all looked dissatisfying to "Rainbow". What she did like was the fact Pinkie was bending down to look at the bottom shelf of the fridge allowing her to get a nice long look at Pinkie's thick juicy thighs and giant rear, just watching it sway side to side was downright intoxicating.
"So what are you in the mood for? We got apple pie, lemon pie, rhubarb pie, sweet potato pie-"
"I want......Pinkie pie."
"Huh? What do you mea-"
Pinkie turned around to an awaiting "Rainbow dash" who immediately slammed herself into the pink pony hitting the fridge as she embraced her into an open mouth kiss. "Rainbow" slowly began to grind herself against Pinkie as she stuck one hand into her pussy and the other one against her giant ass which she grabbed with much passion and enthusiasm. But instead of being filled with fear Pinkie was feeling rather curious of the whole situation and began to show some affection as well by running her free hands down "Rainbow's" sides and tugging her black lace G-string underwear. The two stopped abruptly when another pony entered the kitchen.
"Pinkie? Rainbow? What are you two doing?" Mrs.Cake asked with a very confused expression on her face.
The MILF of a mare was wearing nothing but her fluffy blue bed robe and pink slippers, "Rainbow" eyes scanned her body voluptuous body with lust.
"Such curves, I guess it wouldn't hurt to have her as well."
That thought put "Rainbow" into action walking over to Mrs.Cake and began to undo the laces to her robe freeing her two giant blue milk jugs, she then began to lick the side of her right nipple tasting a hint of milk. A mad blush appeared on the mare's face as "Rainbow" continued to playfully taunt her by feeling the sides of her foal bearing hips through the thin robe fabric.
"Please, stop. This isn't right-mmf."
"Rainbow" silenced her prey by holding a finger to her lips.
"Shhh. It will be over before you know it." she cooed.
"B-But, Ahh!"
Mrs.Cake tried her best to keep quiet as the pegasus pulled down her undergarment exposing her puffy lips which winked with her juices slightly spilling out a bit. "Rainbow" then took this opportunity and began to lick the sides of her pussy tasting the mare's fresh juices before putting her tongue directly inside causing the full grown mare to cry out like a young filly.
"No! Wait! Not like that! Ahh!"
"Rainbow" tactics proved effective as she massaged the mare's left breast as she continued to her wet pussy out.
"S-Stop! I'm gonna cum!"
And cum she did, Mrs.Cake squirted her specially made frosting all over the blue Pegasus's face who happily accepting the act by licking the sides of her mouth clean.
"Wow Mrs.C, I've never knew you were that fast." Pinkie pie giggled.
"W-Well you see Pinkie, when you get around my age-"
"Enough, it's my turn now." The blue predator announced as she slipped free of her shorts and G-String exposing her own wet pussy which was slightly enhanced in size on account of absorbing two other mares.
"I suppose I could return the favor." Mrs.Cake said as she dropped to her knees inches away from "Rainbow's" pussy.
"Make sure to get in deep." She advised as the mare began her given task.
Her enlarged pussy made slipping in her tongue (or anything in that matter) a lot easier, her experienced tonged ventured deep into the moist cave as she made loud slurping sounds with ever lick until she could feel her tongue at all. Surprised by this Mrs.Cake began to pull away only to realize her lips were stuck to the sides of "Rainbow's" pussy like some kind of military grade A adhesive, she then began to panic as she could feel her head being slowly pulled inside.
"Mmmmmmmmm-mmmmmmm!" Mrs.Cake cried as she pulled in up to her neck and shoulders.
"Aw, she's stuck. Allow me to help."
"Rainbow" grabbed the mare's sides and began to shove her deeper inside, her giant breasts being mashed together as she slipped in deeper inside before stopping at her giant fat ass.
"Come on! Get in already!"
"Rainbow's" pussy began to expand some more in order to swallow the rest of her prey whole, once her legs finally slipped in with one final slurp sound it returned to its previous size and almost immediately the transformation began. Her bust size exploded outwards to an impressive size as her thighs and ass fattened up to a size rappers would be singing about for ages before finally taking the form of a slightly taller Mrs.Cake who immediately burped loudly in satisfaction and began to run her hands all over her new voluptuous body. She turned towards Pinkie and licked her lips again.
"Come here Pinkie." she said with a wicked grin.
