Author's Note

Welcome back to the erotic insanity that is Midnight Rising! Still in some ways my favorite story just for being able to completely cut loose with it. We resume with the end of the Pinkie/Ember scene and move on to the punishment of Upper Crust, who wasn’t much more than a footnote in the previous version. Not so much here!

Chapter contains: All the usual human-on-human and now dragon-on-dragon gay and straight action, continuing caustic comments from already-captured Shadowbolts, boob growth on a previous boobless dragon body, 8-on-1 feline (Abyssinian)-on-human sex with the latter getting multiboob growth and lactation, cock growth and most unforgiveably of all... a single major profanity said out loud. Can you ever forgive me?

Thanks go as always to Silentwoodfire, Silverblade5 and AJ_Aficionado, all of whom praised the chapter. Hopefully you fine folks will enjoy it as well! Welcome to fall, and welcome to six straight weeks of work on Unleash the Magic!

PS: You are invited to reread the previous chapter, as I heavily updated it to give the dragon females more varied features at the suggestion of commenter MSie95. They’re still made anthro in the end, though!

11: Upper Crusted - v2

I have to say, I really admired Pinkie Pie at that moment.

Even more than Rarity, who had turned the hyper-masculine drakes gay for each other and whose generosity proved as great a boon to their physical forms as greed. My party-loving friend had single-handedly turned all the fire-breathing females—dragonesses? Drakinas? You know what, I’ll use the latter term, even though it’s a bit iffy—into raging lesbian lovers who couldn’t get enough of each other’s marehoods or new mammaries, which Pinkie had improbably imparted to them by inducing them all to perform oral on her!

Though covered in their usual scales except for the prominent nipples that pushed out from the scale junctions, they proved just as bouncy and exquisitely sensitive as human ones. I could tell because the dragon girls were having untold amounts of fun just getting to know both their new boobs and those of their girlfriends; squeezing, smushing them together and occasionally outright suckling them, surprising several when they got off to teat stimulation alone!

Their climaxes were always marked by great gouts of multicolored fire they released into the air, which was now so full of their mating vapors that a thick, hookah-like haze had formed around the group, redoubling their desires. And yet, they had paused their mutual masturbation long enough to watch as their last unconverted member, that familiar blue female I knew I’d met before, paid fealty to Pinkie Pie by falling to her knees and preparing to eat her out, accepting her defeat in a contest of heat.

I still couldn’t remember her name no matter how hard I tried, but then again, that wasn’t exactly a priority just then. Not with all my attention set on soaking up Fluttershy’s affection and growing Harmony magic like a sponge, as with a series of gentle but insistent pushes, she made me roll over. I shortly found myself on all fours like a pony laying on my elbows with my rear in the air, her hands on my flanks spreading my cheeks to allow her to eat me out from behind!

Have to say, it was a very interesting—to say nothing of highly enjoyable!—change of position and pace as I could only just crouch there and take it, moaning, gasping, and propping myself up on a plaza bench with one hand while I pawed at my teats with the other, having a spectacular view of Pinkie being orally pleasured by the blue dragoness through the portal.

With Pinkie’s dominance in the dragon hierarchy established and her affections otherwise having been fairly won, I watched as the now badly-flushed blue female knelt before Pinkie’s pink-furred sex and sniffed at it repeatedly. Her snout began to water as her tongue licked out to sample its scent for the first time, blinking in surprise as the taste hit her.

“So sweet… like fireflower honey from lava bees...” she said in amazement as the other females could only smile and nod. Whether it tasted like cotton candy or not, I could well imagine that Pinkie’s sexual spoor was every bit as sweet as the various creations she made at Sugar Cube Corner; I could also well imagine how much the blue drakina was enjoying the taste, given we certainly knew from Princess Twilight’s scribe that dragons had a strong sweet tooth!

A sweet tooth she then demonstrated by lapping her tongue directly between Pinkie’s lips to gather as much honey as she could; her first taste feeding a quickly growing addiction. She instinctively rolled over to give her extended snout a better angle into a cooing Pinkie’s love tunnel and her talons easier access to her own now-hot and steaming sex, pleasuring herself openly in front of her fellow females as her long tongue probed Pinkie’s depths as deep as it could go.

They cheered her lustily as she continued, urging her on, awaiting the transformation they knew was coming. But they also didn’t interfere or take part themselves, perhaps because by the rules of dragon challenge that Pinkie had won, they knew that she alone had earned the right to do so.

“Oh! Oh yeah! Love that tongue, Princess!” Pinkie squealed happily as she leaned back against the enormous boobs of Obsidian Ire. She kept her human friend propped up while draping her arms around Red Hot and Orange Crush as they watched the scene unfold, helping things along by puffing some purple smoke for Pinkie to inhale. “And ooooo…. your breath is so hot…”

“She breathes blue flame. The hottest of all,” Rose Ruby noted with a tone of envy as she hung off of Emerald Inferno’s arm, clutching her as she saw her Princess pleasure both herself and an alien mammal. “Look at her go… sure wish I could get some of that fire in me,” she added as she inserted a talon into her slit.

“Oh, don’t worry! I’m sure she’ll be a lot more willing after this!” Pinkie promised as she cupped the blue female’s snout and scratched her long chin lightly while she began to tense again, licking her lips as she anticipated the release and pleasure to come. “Just as soon as I… give her… this!” she squealed happily as she came and released a flood of fluid into the blue drakina’s maw.

She eagerly lapped it up, swallowing it all as her body trembled with the force of her own orgasm, erupting the promised blue fire right into Pinkie’s body to no harm or effect—unless you count the sweat flashing to steam on her thighs.

All eyes, both human and dragon, went immediately to the blue female’s chest. It began expanding slowly before their eyes, her scales bulging outwards to accommodate the anatomical addition. As we watched, two impressive soccer-ball sized blue breasts grew as her hips likewise expanded to make her more human-like and otherwise give her more balance.

Each heave of her chest and fresh wave of pleasure passing through her seemed to cause another spurt of growth in her new mammary mounds, soon leaving them large enough to wobble as her new teats pushed through her scale junctions, just as had happened with the other females. And just like with them, the adjacent scales darkened into areola-like features around it as her newborn boobs soon stood proudly, the prominent and already-erect teats that capped them inscribing circular paths in the air as the far greater mass that mounted them moved with her still-labored breathing.

“By the Ancient Dragon Lords…” Emerald Inferno said in astonishment even though they’d already gone through the same sex-caused metamorphosis. “Look at those…”

“You said it…” Red Hot agreed, licking her snout eagerly as she kneaded her own boobs in sympathy. “They really suit her.”

“You wear them well, Princess,” Orange Crush agreed as the blue female’s orange eyes opened again, looked down and focused, her snout falling open at what she beheld.

“M-mammaries…?” she cupped them in amazement, experimentally hefting them and quickly blushing at the unfamiliar but not unpleasant sensations they fed her. “They’re… mine?”

“Yep-yep! They’re all yours, Princess!” Pinkie helped her to her dragon hooves and then pushed in and kissed her, taking great pains to press the pink mass of her own boobs into the blue female’s new ones. She did so to celebratory fountains of fire from the other females; it was then that I heard a second round of cheers coming from the astonished males, who had also watched the final transformation after their latest round with Rarity.

The latter applauded her friend. She then led the dragon boys over to Pinkie and the females, who were only too happy to model their new mammalian features for them as the drakes showed off their bigger bodies and enhanced organs in return, all gifts from Rarity.

It was barely another minute before the two groups of dragons had nearly fully intermingled. They were soon rutting quite eagerly as Pinkie Pie rejoined Rarity to watch the scene happily.

“So? Whaddaya think, Rares? Did we do good?” she asked as she watched the dragon orgy unfold, draping an affectionate arm around Rarity. “Bet they’ll be screwing a lot more than once a decade after this!”

“We did ‘good’, darling.” An immensely satisfied Rarity answered as the dragons cavorted, now eagerly enjoying each other’s company, with Ember soon at the center of a circle of males who eagerly availed herself of her attributes, both old and new. “We did good,” she repeated, and I had to agree given I could sense their internal magic was almost at full power again.

With those words, Rarity turned to Pinkie Pie and kissed her deeply, the pair soon making out passionately again as the dragons cheered. They were then invited to join the newly endowed drakes and drakina again in the center of the still-growing lava pool, where their flames and constantly stoked internal furnaces kept it hot and fluid.

“And you know what? I do believe I might like living here, among such powerful and fertile creatures!” she decided as they walked hand in hand towards the dozen dragons, ready to enjoy the full fruits of their labors.

* * * * *

On the other side of the portal, Midnight applauded the pair.

“Bravo, Pinkie Pie and Rarity! You are truly everything my classmates were not!” she said with a glare at her captive audience of Sugarcoat, Indigo and Sunny Flare, who had fallen uncharacteristically quiet and sullen after witnessing the incredible display.

“I would love to continue watching, but business before pleasure. And let’s see… who should be next?” She scanned the Shadowbolt side of the field and her eyes fell on… Upper Crust, who was staring in mingled horror and envy at the scene with Fleur de Lis on the Canterlot High side of the field.

For her part, Midnight’s latest Shadowbolt victim was no longer even remotely resisting what was happening to her, her exquisite body pounded and pawed from every angle by the erect equine organs and well-calloused hands of the CHS metalworking club. She’d even started to actively participate in the act, increasingly clutching at the four boys with her hands and feet, moving in concert with them.

But Midnight was no longer paying attention to her. “See something you like, little miss uppity?” Midnight addressed Upper Crust with her arms crossed, looming over her with her raven wings wide. “Sorry to turn your ex-boyfriend into a raging gay guy with a porno-sized stallion shaft, but not really. So now the question becomes… just what should I do with you?”

“I could think of a few things!” a breathless Jet Set called out as he continued to pound Trenderhoof’s plot, the slapping of their softball-sized apples together audible even through all the other sensual sounds I heard. “Do you have any idea how insanely possessive she was of me?”

“Traitor!”she shouted, her cheeks red. “What’s wrong with wanting you for myself? Wasn’t my sex and cocksucking enough for you?”

“No! Because you chased off all my friends and any girl who so much as glanced at me! Because you wouldn’t even let me go bowling unless you were with me! Because you thought you were being generous by letting me have you a whole once a month! And because sex with you never felt like this!” Jet Set retaliated as he increased the intensity of his thrusts and exchanged a high-five with Neon Lights in front of him, who was now apples-deep in Trenderhoof’s muzzle. He slapped his friend’s chin with them; the latter’s neck stretched out to take his full length.

“You ungrateful in-the-closet idiot!” she shouted back. “This is how you repay me after all I did for you?”

“As if I care? At least Trendie here likes taking it up the tail! And I got bad news for you, honey—you were never that good at sex anyway! You never enjoyed it; it was just how you kept me under your thumb! Come on, you don’t think I know you were faking all your orgasms? And the most I’d say about your cocksucking is that it was at least better than Sunny’s!” he shouted in glee like he’d been holding that in for months. “And trust me, that ain’t saying much!”

“Alright! I get it!” Sunny Flare shouted from where she remained erotically entwined with Indigo Zapp; the pair making out passionately yet again as they watched the dragons mate. “I suck at blowing!”

“Sure it ain’t that you blow at sucking?” Indigo Zapp mocked between kisses as they continued to ride the twin phallic constructs of sculpted basalt still embedded deep within them.

Sunny responded with a two-word phrase I won’t repeat here, to which Indigo laughed and zinged her right back. ”Well, I got some bad news for you, girlfriend—that’s exactly what you’re doing!”

“Shut up and pinch my tits harder! And don’t think this makes... us... friendssss!!!!” her voice escalated into a shriek again as she came for what was probably the eighth or ninth time running.

The CHS boys cheered while the Shadowbolt boys just laughed again. “You know, I don’t get you girls! How can you not bond over this?” Jet Set wondered aloud. “But that’s okay—we ain’t gonna be interested in you at all after this! Oh, and Upper Crust? I’m officially breaking up with you! ‘Cause it turns out I got all I need... right... here!” he announced as he slammed his hips forward and emptied himself into Trenderhoof’s tail again just as Neon reached climax as well, erupting into his friend’s muzzle.

“Damn, dude, you give head like no girl ever!” an only-momentarily spent Neon said as Trenderhoof’s tongue and throat eagerly milked him dry for what had to be the third or fourth time. “But you know, now that I think about it, it makes sense—after all, you can’t know how to blow a cock properly unless you have one!” he decided as he switched places with Pokey Pierce, shifting to take him from behind as he took his place before Trenderhoof’s still-thirsty muzzle.

“Hmmm…” Midnight paused before Upper Crust to consider that. “I hadn’t thought of that, but you know what? You’re right, Neon. There is an advantage to actually having such equipment.” She grinned, then turned back to a red-cheeked Upper Crust with a growing gleam in her glowing, cat-slitted eyes.

“I might make use of that later, but all in good time. As for you, Upper Crust, I have to say that I’m actually tempted to just let you go. After all, I don’t think I can punish you worse than that public humiliation! So maybe I should just allow you to slink off in disgrace?” she suggested with a smirk, materializing a door in the wall and opening it.

“You know where you can go, Sparkle!” Upper Crust ignored the door to slam her hands down hard on the ground beneath her, tears of defeat and jilted fury in her eyes. “I’ve lost Jet Set and I don’t care what you do to me now!”

“Is that so?” Midnight mocked, removing the doorway by filling it back in with bricks. She was completely unsympathetic, and I can’t say I was any different given the story I’d just heard. After all, even the old me had gotten something out of sex, but Upper Crust had apparently used it strictly to assert ownership over Jet Set without ever enjoying the act of intimacy herself. “You’re just a bratty five-year old who won’t share any of her toys! And you say you don’t care what I do to you?”

Her grin turned evil as the clouds above darkened and the wind picked up again. “You know, I gave you the chance to walk away, Little Miss Uppity, but if you insist on being punished? Then I’ll take that bet!”

Her horn glowed as she raised her gloved hand and induced a massive windstorm to erupt around the other Shadowbolt girl. It blew directly up as if she was caught in a miniature twister, picking her up off the ground and ripping violently at her clothes as she was held suspended in the air.

The howling wind slowly but tantalizingly undressed her, getting under her already-frayed school uniform and slowly but surely tearing it apart from the inside. In the space of a mere half-minute, it had ripped off her skirt, jacket and blouse in turn, progressively bearing more of her olive skin as she shrieked and tried to clutch the tatters of her uniform to her.

But it was all for naught. By the time Midnight’s magical tempest relented, even Upper Crust’s stockings, bra and panties were taken, sucked up into the stormy sky. Only when she was completely naked and held suspended in the air for all to see—which included a nearby and newly opened portal through which Abyssinian cats could be seen—did Midnight cease the storm, depositing her on her bare backside in the grass.

“So, still don’t care what I do to you, Upper Crust?” Midnight asked with a knowing grin as a panicked Upper Crust scrambled backwards against the stone wall her tormenter had earlier built. She tried to cover her dramatically expanded chest and crotch as Midnight loomed over her ominously, once again a dark angel of very sensual vengeance about to pass judgment on those who had sinned against her.

“St-stay away…” Upper Crust said shakily.

“And will you look at that—all that bravado just melted away!” Midnight noted, speaking as much to her audience as to Upper Crust herself.

“Well, she always was a coward!” a sweaty and stuffed-full Sugarcoat couldn’t resist chiming in, even as she still rode her makeshift stallion, who raised its head to suckle at an enormous teat. “You can take your medicine and like it the same as the rest of us, Upper Crust!”

“Oh, don’t worry—she will,” Midnight gleamed. “I admit I was drawing out your undressing a bit to consider your sentence. I believe I have a suitable one, but before that—hey, Jet Set? You’ve been a good sport, and Crustie’s major sins were much more against you than me. That being the case, do you have any requests?” she asked him.

“Oh! Uh…” He had to think about that between thrusts into Trenderhoof, who was now on his back with his legs spread wide, being pounded from both ends again, though for a change, his own stallionhood was occupied as well by Pokey Pierce, who had lowered himself upon it while kissing Neon Lights over his head.

“Yeah, actually. How about letting her know what it felt like to not be allowed to do anything without permission? How about making her someone else’s possession?” he suggested, and then exchanged another series of high-fives with his new lovers. “After all, I know firsthand how much she’d hate that!”

“Why… you… but that’s… can’t even… we are so through!” Upper Crust stammered and then shouted at him, to which he only laughed.

“Not bad!” Midnight praised, rewarding him with another inch of girth for his stallionhood, causing Trenderhoof to groan and shiver as it pried him open further. “You know, I was actually already thinking of something a little along those lines, but I think you can be accommodated, Jet Set. In that case…”

Midnight’s horn glowed again, hitting Upper Crust with more mating magic that left her unbearably and irresistibly aroused, not unlike what she’d already done with Fleur de Lis. “Wha—?” Upper Crust went wide-eyed, trying with all her faltering will to fight off the effect.

But just as all the other girls had discovered, she couldn’t. Her cheeks went very warm and rosy as her nipples hardened to rigid diamonds before our eyes; a glistening wetness was quickly visible between her legs around the indigo and white fur that surrounded her sex, her honey soon running freely down the insides of her thighs.

“Stop… it…” she ordered through clenched teeth, to which Midnight only laughed and intensified the effect. But before the stricken teen could start pawing at herself, a series of ethereal shackles materialized, clacked themselves around her wrists and legs and then bound her to the wall, her hands pinned up over her head and legs spread just enough apart she couldn’t rub her thighs together. “H-hey!”

“Sorry, Crustie, but this is by request! The first part of your punishment is courtesy of Jet Set. You’ll stay bound here and unable to go do anything or anyone—without my permission! That’s right, girlfriend—you can’t even touch yourself, no matter how badly you may want to!”

“Aww… that’s mean!” Roseluck pouted from about eight feet away from me and Fluttershy, where she was still in a pile of limbs and naked flesh with her two fellow flower girls. She watched the Shadowbolt girl struggle to touch or relieve herself, finding no relief as her eyes flitted from one scene to the next, her desires stimulated further no matter where she looked.

“It kind of is…” Fluttershy agreed from where her face was still buried between my marehood lips; I couldn’t help but groan in pleasure again as I wondered if I ever wanted her to move away.

Upper Crust began to cry in defeat and frustrated desire as she shifted and squirmed against her magical restraints, trying unsuccessfully to simulate herself only to find herself held fast. “This is total torture, Sparkle! You’re nothing but a fucking monster!” she shouted, and this time I’ll allow the profanity, given I had a hard time disagreeing with the sentiment at that moment.

“I’m afraid it’s far too late for flattery, Little Miss Uppity.” Midnight all but preened. “And what you call torture, I just call an overdue and very apt punishment! But lest our CHS friends think I’m needlessly cruel and that I’m not going to allow you any relief at all, the second part of your punishment is all mine!” Her horn and eyes began to glow again.

She then bathed Upper Crust from head to toe with a spell that didn’t affect her directly, but I could tell contained some form of remote sensory magic, allowing its caster to remotely read or feel her target’s sensations or even very thoughts from afar. “Since you kept all your toys to yourself, demanded everything on your terms and didn’t care one whit what anyone else wanted, I’ll make a toy out of you!”

The glowing aura engulfing her then wafted off and coalesced into a nearly exact if see-through facsimile of Upper Crust herself; an ethereal construct not at all unlike the magic-generated stallion still endlessly rutting Sugarcoat.

“Huh?” Upper Crust stared at her copy in shock, who looked back at her and winked. “That’s… me!”

“My, such impressive deductive abilities certainly befit our team’s chemist and statistics specialist! But who best to have you…?” Midnight applauded her mockingly, then made a show of turning contemplative, looking at all the various portals and increasingly curious denizens on the other side. “Hey, Jet Set? Tell me—out of all our otherworldly onlookers, who would she least like to be with?”

“Least? With anybody she considers beneath her, which is pretty much everybody! But of our audience...?” He spared just enough attention from taking Trenderhoof’s tail to look around him, then grinned evilly and pointed at an oval opening through which a group of eight Abyssinian Saddle Arabian servant cats of various hues and both genders were watching the scene intently, rubbing up against each other as they grew increasingly aroused.

“There! She hates cats! She says she’s allergic to them, but I’m pretty sure that’s just an excuse!”

“I am!” Upper Crust all but shrieked, trying to draw back despite her desperate need for release as their heads turned towards her; slitted pupils locking on her. “Pl-Please Sparkle—they don’t like me and I don’t like them! Don’t let them touch me!” she said, her voice getting shaky even as her swollen sex noticeably drooled on the ground beneath her.

Midnight’s grin grew broader. “Don’t worry, Miss Uppity—they won’t. At least, not directly!” she added ominously as with a lazy point of her finger, Upper Crust’s ethereal twin began walking towards the portal to Saddle Arabia. The Abyssianians inside immediately perked up in interest, meowing and gesturing excitedly amongst themselves.

Standing upright as they were wont to do, they were each around three feet tall and apparently didn’t speak Equish—or excuse me, English—which was no surprise. From their very ornate vests, I’m guessing they were servants to a Stallion Sultan, meaning they would have little to no contact with Equestrians and only know their own language other than the Saddle Arabian tongue.

I wasn’t sure Midnight realized that until her horn glowed again and she closed her eyes in concentration. An aura appeared around the heads of the startled felines as she quickly absorbed their language and then spoke to them in their own tongue—once again, a very difficult and complicated spell that she should have had no way of knowing, but one she had intuited easily!

My envy and desire for her only grew as it got driven home yet again what an amazing magical creation she truly was. I have to admit that for a single, tantalizing moment, I considered just letting her win. Let her have her way with not just all of us, but all of creation! Let the sensual goddess she had become mold both worlds as she saw fit!

That was my moment of weakness, but It was fleeting. I knew I couldn’t yet challenge her, but with the power of the Element Bearers still slowly building to a second crescendo around me, the time would come when I could. I just had to continue to let them ripen, and I’d certainly do my part to help Fluttershy along, letting her express all the kindness with me she wanted!

All this flashed through my head in the space of just a few seconds as I climaxed again, crying out as she got me off for what had to be the fifth time. By the time my senses cleared, Midnight had finished speaking with the Abyssinians. In truth, I still have no idea what she said to them, but their small feline malehoods instantly became even more rigid and they began licking their lips, speaking excitedly in mews, meows and hisses while pointing at the approaching magical construct in the shape of Upper Crust.

“What... what are you doing?” The realUpper Crust watched as her magical twin passed through the portal to be immediately attended by the eight vested felines, who began pawing at her see-through form and grooming her with their rough tongues, bathing her with them from head to toe.

At their touch of her construct, she twitched and shivered. “Wait! I c-can feel that they’re… that’s… oooooooh!” She was unable to restrain her moan as her form laid down among them amongst the many pillows of their quarters and two feline muzzles immediately locked on to her nipples, suckling them eagerly as their paws kneaded her enlarged and increasingly laden breasts. Their efforts caused paw-shaped indentations to appear on her actual boobs in direct reflection of what was happening to her doppelganger; I could even see the weak indentations of their tongues against her skin!

As they availed themselves of her, they spoke excitedly amongst themselves; I didn’t need to understand their words to know that the other felines were clamoring for their own chance to suckle, apparently expecting milk from her massive mammaries. But as she had only two, they contented themselves with simply rubbing against her or enjoying the ethereal honey oozing from between her twin’s legs, lapping it down eagerly with their rough tongues as they pressed their smaller organs into her see-through hands and feet.

As they did so, those same see-through hands grasped them, translucent fingers and toes curling around them, causing those of Upper Crust herself to do the same!

She then began making stroking motions with her hands, or at least as much as her restraints would allow. “Wha? I c-can feel their… y-you’re making me… they’re making me... !“ She bit her lip hard and whimpered, visibly struggling to hold back her surging sensations. It was only then I realized that Midnight’s magic-made twin of Upper Crust wasn’t just a detached copy—it had been directly wired to the Shadowbolt teen’s body, making sure she would feel everything it did!

“That’s right, Upper Crust. She’s you to the point that whatever she does or experiences, so do you!” Midnight pronounced sentence of her former classmate with glee. “You know, I see from their thoughts that they’re actually servants to the local potentate! Well, that doesn’t seem fair, so now you can serve them! You belong to them now, body and soul, and so does all your milk!”

“M-Milk…?” Upper Crust echoed with a dazed expression as a fresh spell washed over her, causing her breasts to expand further and begin dribbling liquid cream. “And n-now I’m lactating?” She stared down at herself in shock as through the portal, the two felines locked on her teats suddenly stopped and blinked, glanced at each other and then began redoubling their efforts, sucking and gulping down as much of her magic-generated milk as possible.

“Ah! Ah! Why does this feel so—” she bit off the last word, apparently not wanting to admit how much she was enjoying it, though she did thrust her chest up first into one suckling muzzle, and then another.

“Lactating? Such a clinical term for such a beautiful and completely natural process!” Midnight mocked her as Jet Set removed a hand from Trenderhoof’s flank long enough to stick two fingers in his mouth and loudly whistle his appreciation. “You should be happy, you know. Jet Set said you faked your orgasms? I see from your own memories that he’s right!”

“Faked them? Half the time she just laid there like a log!” Jet Set explained in disgust. “Completely unlike Trenderhoof here!”

“Oh, come on!”Roseluck shouted indignantly from where she was now on top of Lily Valley, who was very happily eating her out from below as Roseluck herself made out with Daisy, the two clutching and caressing each other in front of a portal with five rapt and exquisitely erect bat-ponies, whose long tongues were licking their muzzles and occasionally those of their neighbors, rubbing flanks and wings with each other.

“I mean, first Fleur, and now her? What’s with all you Crystal Prep girls, anyway? I mean, what’s the point of even having a boyfriend if you’re not going to enjoy them?” Roseluck then asked, and even the watching thestrals nodded their agreement at that.

“Hey!” Indigo shouted back from where she remained planted side by side with Sunny Flare on a pair of still-warm basaltic dildos, staring into the dragon portal. “Back off with the broad brush, missy! We’re not all like that!”

“Says the girl who wouldn’t let any guy touch her!” a languid but still lust-cursed Sugarcoat countered as her equine lover continued to pump her full of glowing cum.

“Well, what about me? I put out!” Sunny Flare offered from beside Indigo, only to receive derisive snorts from the four Shadowbolt boys.

“Yeah, and my cock is still sore from the last time you gave head to me!” Pokey Pierce shouted around kisses with Neon Lights. “Trenderhoof here does it right!”

“You hear that, girls? We don’t need you anymore!” Jet Set proclaimed happily as he took his own turn giving oral to Trenderhoof’s equine organ as he lay on his back. “And Midnight? Thanks! Seeing Crusty get punished was just as therapeutic to me as this!” he said around a mouthful of equine head.

“Glad to be of service,” Midnight gave him a bow. “And since I seem to have won you over? if you want, I’ll withdraw the spell that makes you boys desire each other now,” she offered.

“No way!” he shouted as the other Shadowbolt boys likewise shook their heads hard. “This is great! After years of bad sex, we’re finally getting the good stuff!”

“As you wish,” Midnight smiled and nodded in satisfaction, though her horn did glow again. “I’ve modified the spell slightly—it’s the same as before, but now you can choose who you’re attracted to.”

“Thanks… but we’ve already chosen! We have all we want or need right… here!” Neon Light said as Trenderhoof’s back arched and he erupted again into his waiting muzzle. “Now that’s how you do head!”

With some effort, a whimpering, helplessly writhing Upper Crust extended a middle finger from her still-stroking hands towards Jet Set, only to have two feline females quickly avail themselves of her doppelganger doing the same, lowering themselves onto the protruding digits and humping them happily.

Upper Crust’s eyes snapped open and jaw dropped as she realized what they were doing—what she was doing—but either from Midnight’s magic or her doppelganger acting for her, she didn’t stop. And she shortly found her open muzzle availed of as well as one of the males inserted not just his three-inch organ, but his entire applesack into her mouth, holding onto her head as he humped her.

“Mmmmmph!” she squealed in protest even though there was nothing in her real mouth, but her cheeks bulged and her tongue began caressing the intruder; her throat muscles working as she made sucking and slurping sounds.

“So she finally does something more productive with her mouth than complain!” Jet Set laughed, taking his hands off Trenderhoof’s hips long enough to clap. “Thanks for plugging her pie hole, kitty! It’s probably the one way she ever shuts up!”

She gave him an unfocused look but couldn’t stop, even as she visibly approached orgasm courtesy of the eight amorous Abyssinians, who mewed and yowled their enjoyment of her body. Two of them remained latched hard to her teats while the others clamored for a taste, but all seemed to have found ways to pleasure themselves against her body and help their friends to do so.

The two humping her hands seemed to search for more teats lower on her body as cats would have, to no avail. They seemed frustrated that they couldn’t find any but licked at the area they would be anyway while they awaited their turn, contenting themselves by thrusting their presently small phalluses through her curled fingers.

Through it all, Upper Crust responded to the stimulation with bitten-off gasps and shuddering breaths; it was impossible not to see the waves of pure pleasure that kept passing through her. And yet, she still resisted, struggling to hold back the inevitable as the erotic pressure began to build to its inevitable outcome.

Her eyes went wide when she sensed her body tense. “No! No! Don’t let them… don’t let me…!” She was clearly struggling to hold back her coming climax with all her waning will.

“That’s right. You’re going to cum! And is that really so bad? After all, this is what you could have had all along!” Midnight told her.

“But you were afraid, Upper Crust. I see from your thoughts that you didn’t want to experience orgasms because you were terrified of emotional attachment? Even I know that’s what having a mate is supposed to be about!” she hissed, and I admit that at that point, I actually agreed with her. “Well, consider this your therapy for your fear of feeling and felines!” she proclaimed, then went for the kill as her latest quarry visibly teetered on the edge.

“You’re going to get off from them over and over again, Upper Crust—get off to the touch and tongues of tabbies!”

“NnnooooooOOOOOOOOO!”Upper Crust shouted as her first orgasm wracked her; her sex and breasts spurting their respective fluids an impressive distance in the air as the felines whose organs her doppelganger clutched likewise erupted with far more fluid than I would have thought possible from such small malehoods, showering her translucent form with spunk that left her licking at its phantom presence all over her face and her doppelganger smearing it all over her body.

Only momentarily sated, the Abyssinian servants squabbled briefly over who got to have her milk next—I know because they were pointing animatedly at her breasts and talking while drooling with their tongues hanging out of their mouths—when, without any apparent spellcasting from Midnight, a second set of teats suddenly sprouted beneath her original pair, quickly growing nearly as large as the first!

It was swiftly followed by a third, and then a fourth set as she was soon sporting an eight-pack that made all the felines gape at her altered form. They stared at her new nipples hungrily, each shortly dripping with fresh warm milk before they all but attacked them, eight muzzles immediately finding and locking onto a teat as her doppelganger—and Upper Crust herself!—could only writhe and thrust her body up into them. Her hands reached around to clasp two females to her second set with her fingers in their pussies—I don’t usually use that term, but given the feline species, it certainly suits here!

“Wha—? What did you do to me, you witch?” an unsteady and sorely aroused Upper Crust stared down at herself in disbelief; we could see the imprints of feline tongues and teeth against her teats as they suckled her hungrily, rapidly driving her to a second orgasm.

“How interesting!” Midnight leaned forward, her hand on her chin as she studied the other female closely. “Sorry to disappoint you, but that was not my doing, Upper Crust! At least, not directly—it seems to be a side effect of my magic! For that’s twice now that sensual activity has imparted one species’ attributes to another!” she said with a nod through the portal to the dragon lands.

A glance there showed that the boobified blue female had become the center of attention of not just Pinkie Pie, but every dragoness present as she orally serviced each in turn while the male dragons watched raptly. They soon got their chance with her as well when Pinkie taught her the finer points of cocksucking, while Rarity showed the females by example how to be on top and properly pleasure multiple males at once.

I don’t know which held my attention more at that point, but since I’ve already devoted a lot of ink to the dragons, I’ll keep it here with Upper Crust. She arched her back against the wall and whimpered as the feline servant family continued to knead, suckle and sex her, availing themselves of her altered anatomy. The two males latched on her lower teats were flexible enough to keep suckling while taking her twat and tail; their organs still visible within her translucent form.

To little surprise, the more milk they had, the more their sexual attributes expanded until the boys had human-sized equipment visibly prying her slit open—have to say, that was a fascinating sight, watching it open and close around the tapered organs that were thrusting into her—while the feline girls were acquiring a very definite human-like plumpness to their own teats. Her doppelganger’s hands found and began fondling them as two of them shifted to pleasure themselves on her original set of nipples, making out with each other over her chest!

“I’m n-not enjoying this… I’m n-not…” Upper Crust claimed through gritted teeth as she squirmed as much as her still-present restraints would allow, though she seemed to be saying it to herself as much as Midnight. “I’mmmmmPH!” she stopped talking again as this time, a third female joined the action by settling in over her mouth, exchanging licks and kisses with the initial pair. Upper Crust’s doppelganger responded by licking and slurping at her feline sex, inserting her tongue as far as it would go.

“Your lips say one thing, but your mind and body say another, Crustie,” Midnight leered. “I wonder how long it’ll be before you surrender completely? How many climaxes will it take before you become their willing concubine and belong to them, body and soul?” As she spoke, she created another phallic construct out of the basalt flow and placed it side by side with the others.

This one was in the shape of the tapered feline organs, which she further enhanced by giving their males even more size as they concentrated on their human lover’s two bottom rows of teats while leaving the top two to the females.

Seeing some boob jobs being performed by human girls, they shortly had the idea to do it as well, rearranging themselves to thrust between her bottom breasts while they grasped and kneaded her nipples. Their new actions elicited some moans from Upper Crust’s occupied muzzle, followed shortly by a second climax as she shivered, then shrieked her pleasure, inducing orgasms from all eight felines at once, leaving her doppelganger covered in male and female fluids.

The display resulted in a fresh eruption of cheers from the Shadowbolt side again as Upper Crust’s orgasm only slowly ebbed, leaving her breathing raggedly and hanging limply from her magical manacles. “So what are you complaining about, Crustie? All I ever wanted from you was a little pussy, and now you’ve got eight of them, you lucky girl!” Jet Set mocked, to a groan from Upper Crust and the laughter of the other boys.

One of the dazed felines—an older male?—then turned to Midnight and addressed her in the feline tongue, bowing to her while putting his front paws together, his large organ still rigidly erect. The others quickly did the same—that was a form of royal respect in Saddle Arabia, I vaguely remembered from a single state visit there I’d been with Celestia for not long after I’d become her student.

Midnight smiled and spoke back to them in the same manner. They then seemed to make a request of her, pointing at the real Upper Crust, only to deflate when Midnight shook her head and gave an explanation when she saw their disappointment. But then she added an additional sentence and winked, to which they perked up immediately and excitedly before going back to Upper Crust’s doppelganger, rearranging themselves to take her all over again but give each other a chance at the various attributes they hadn’t sampled yet. And this time, Upper Crust offered no resistance.

“Another classmate punished with the help of another sensually satisfied species… and such polite and cultured ones at that! I think I am truly going to like Equestria,” she said. Equestria was actually just a nation while the greater world was called Tellus, but I decided it would be best not to correct her just then.

“Who the hell cares?” Rainbow Dash asked angrily; I turned to see that she had finally had enough of her friend’s trance as she bodily dragged Applejack back from the ground portal, threw her on her back and sat over her, straddling her to pin her in place as she still tried to crawl her way back towards a stallion-mounted Sugarcoat.

As I watched, she then slapped her friend, hard and repeatedly. “Dammit AJ, snap out of it!”

“Huh? Wha?” Applejack spoke for the first time in what seemed like forever, intercepting Rainbow’s hand on the fifth swing, her cheeks struck red. “Enough, dagnabbit! Oh, uh… hey Dash…” She blushed hard as she finally noted all the additional activity around her as well with wide eyes and an ever-deepening flush on her freckled cheeks. “Reckon Ah got a mite too engrossed there…”

“Oh, ya think?” Rainbow replied sarcastically. “It ain’t that I mind eating you out, girlfriend! it’s that I mind you nearly dragging us both into that open portal over there trying to get to Sugarcoat!”

“I did?” Applejack blinked, then looked back over at her and blushed hard. “Uh, Dash… ya know yer hand’s in my pantry, right?” Abruptly, Rainbow looked down to realize her left hand was cupped firmly against Applejack’s right breast. But even though she blushed further, she didn’t immediately withdraw it.

“You complaining?” she challenged with a smirk from her mounted position, giving her girlfriend’s mammary a squeeze. “How’s this different from any of our usual dates?”

“Except for lacking our usual foreplay of beating up bullies and barflies? Reckon it ain’t, accept that we’re both packing just a bit more in the pantry now…” AJ noted with a nod down at their still-swelling breasts; the pair’s attention on each other for just a moment instead of everything else around them. “Not that I mind…” she admitted as she reached up to pull Rainbow Dash’s head down to hers before Midnight’s voice pulled them back to the present.

“Enjoy yourself and all your extra boobs, Crusty! Looks like you’ve got a very promising future as a fertile feline milkmaid! So who’s left?” Midnight wondered aloud before her eyes turned angry again.

“Oh, right—my two least favorite classmates. But as I want to save the most grievous offender for the grand finale, let’s start with…“ Her eyes narrowed as she floated upwards to gaze down at the courtyard, scanning it once before her glowing gaze settled on the huddled and hidden form of…

“Sour Sweet!” she shouted with a snarl, yanking her hard into the air and then flinging her back against a tree, which quickly curled its branches around her legs and arms, pinning her. “We need to have a little talk about the way you’ve treated me in gym class…”